New Horizon acquires Thirth Islands in a share swap agreement

New Horizon, which is traded on the preservation list, today announced the conclusion of a conditional allotment agreement by way of an exchange of shares with Thirth Islands Systems, a company that develops technologies and tiny electro-optical systems combined with artificial intelligence.

According to the agreement, all the shareholders of Thir Ai Kerry, the company’s entrepreneurs who signed the merger agreement and the other shareholders who together hold 100% of the company’s capital, will transfer their holdings to New Horizon and in return the company will allocate 70.98% of the company’s capital. Following the allotment of the shares, the initiators of the transaction will be allotted options that can be exercised for ordinary shares of the Company, which will constitute 4% of the issued capital of the Company in full dilution at the time of the allotment.

After the date of completion of the transaction and the completion of the allotment of shares, the Company will issue warrants that can be exercised for ordinary shares of the Company to two designated executives on behalf of Third A, at a rate that after their allotment up to 5% of the fully diluted share capital. All allotments made cumulatively will constitute up to 74.99% of the Company’s share capital.

The main activity of Thirth Islands is to provide advanced solutions for autonomous work through artificial intelligence of robotic tools for security, intelligence and space movement based on electro-optical systems combined with real-time object detection analytics of various types. Among other things, these robotic systems include autonomous vehicles, skimmers and ground systems for detecting skimmers.

As part of its field of activity as stated above, Thirth Islands manufactures electro-optical systems that combine a number of technologies in the visible and infrared spectrum, recognizing and identifying targets and objects in ranges from tens of meters to several kilometers. These systems, as of this date, are used by the Third Islands mainly in the field of skimmers, in the detection of hostile skimmers and in the field of ground systems (vehicles) of various sizes.

The company is one of the members of the Avatar Corporation of the Innovation Authority, a partnership of technology companies in the field of technologies used to make decisions in the autonomous vehicle. Thirth Islands products are currently active in 5 countries, mainly in the field of security.

In the last three years, Thirad Ai has completed one round of raising a total of about $ 190,000 in the form of convertible loans from existing shareholders and another round of raising NIS 2.5 million from private investors and existing shareholders. The fundraising is intended to strengthen the cash base. That would allow her to complete part of her research and development program.

The agreement stipulates that upon completion of the transaction the company will be free of assets, liabilities, liabilities and rights, including the sale or transfer of the company’s full rights in subsidiaries, the company will be released from any guarantee and obligation and will work for approval or arrangement between the company and its creditors.

The transaction is subject to a large number of conditions, including the receipt of approval by the tax authorities, the payment of unpaid owner loans, the receipt of approval by the stock exchange and the approval of transactions by the Company’s authorized institutions. Another condition is to receive an updated valuation close to the completion date, according to which the value of the Third Islands is not lower than NIS 50 million.