Polyrizon Signs MOU to Acquire 51% Stake in Arrow Aviation

Polyrizon recently announced the signing of a non-binding Memorandum of Understanding with Arrow Aviation, a global private aviation company. Under the terms of the MOU, Polyrizon intends to acquire a 51% stake in Arrow Aviation on a fully diluted basis through a cash investment of approximately $5.8M, marking a strategic expansion into the high-growth private aviation sector. Arrow Aviation has annual unaudited revenues of approximately $19M and adjusted EBITDA of approximately $3M. The proposed transaction includes ancillary arrangements, such as the transfer of a Hawker 800 aircraft valued at $3.5M to Arrow Aviation by a third party, in exchange for a convertible note (convertible in Polyrizon ordinary shares) issued by Polyrizon. Additionally, existing Arrow Aviation shareholders will forgive outstanding shareholder debts owed by Arrow Aviation in return for convertible notes (convertible in Polyrizon ordinary shares) from Polyrizon, enabling Arrow Aviation to emerge debt-free from institutional obligations post-closing. The MOU also outlines mutual call and put options on the remaining 49% of Arrow Aviation's shares, exercisable after two years, based on agreed valuation multiples tied to financial metrics like EBITDA or revenue, which may result in Polyrizon acquiring 100% of Arrow Aviation on a fully diluted basis. The signing of a definitive agreement is expected to occur within 30 days of the MOU, subject to due diligence, after which the closing of the acquisition would be expected to occur following the satisfaction of customary closing conditions.