Blue Horizons Aerospace Announces Closing of Private Offering; Commences Private Offering of 4,000 Class B Units

NEW YORK, New York, August 9, 2024 – Blue Horizons Aerospace, LLC (BHA) announced today it closed an offering of 3,000 Class B Units at $1.78 per unit for an aggregate offering amount of $5,340.00. BHA used approximately $3,000 of the net proceeds from the offering to repay outstanding indebtedness, including borrowings in connection to development and operations under the Insight Program. BHA intends to use the remaining net proceeds from the offering to fund remaining development and operations of the Insight Program, including the development and integration of the Block 2 and 2B configurations of the Insight Test Vehicle, and operations of Insight Research Missions 2 and 3, as well as for general corporate purposes.

In consideration of the unforeseen accelerated closing of the foregoing offering and continued demand for investment opportunities, BHA is commencing a supplemental private offering of 4,000 Class B Units (the “Units”) to accredited and otherwise qualified investors at a purchase price of $4.25 per Unit for an aggregate offering amount of $17,000.00 (the “Offering”). Unitholders of the securities are entitled to economic and voting rights, including full entitlements to allocations, distributions, and voting as specified in BHA’s Operating Agreement which can be accessed at bhalaunch.com/ir.

The Units will be offered and only sold to (1) qualified investors with pre-existing affiliations to BHA, existing Class A or Class B Unitholders, and the Board of Directors, and (2) to other accredited investors pursuant to Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) who have a pre-existing understanding of our business. The Offering will terminate upon the earlier of the date of which 4,000 Class B Units have been sold or January 31, 2025, unless terminated earlier.

BHA intends to use the net proceeds from the Offering to (1) fund the development, design, fabrication, integration, operations, and flights of BHA’s Tenacity vehicle, and (2) acquire and sustain additional equipment, hardware, or systems required for the future program that will facilitate Tenacity’s operations and missions. BHA intends to use any remaining net proceeds for general corporate purposes, which may include working capital, capital expenditures, and other potential strategic transactions. Tenacity is the second rocket developed entirely in-house by BHA and represents the rocket that will implement and effectuate BHA’s second phase to offering suborbital launch services to paying commercial customers by 2030. Tenacity is tentatively scheduled for two or three missions under the future program to validate BHA’s technologies and systems for high-altitude operations within 40,000 to 60,000 feet above ground level. BHA is targeting no earlier than July 2025 for the first integrated test and inaugural launch of Tenacity.

When available, prospective investors can obtain copies of the summary of principal terms relating to these securities by contacting investors@bhalaunch.com or corresponding with: ATTN Investor Relations, Blue Horizons Aerospace, LLC, 10 Barclay Street, 14H, New York, NY 10007-2711. The final terms of the offering are disclosed in the summary of principal terms.

The Offering of the securities described herein have not been registered with the U.S. Securities and Exchange Commission or the securities commission of any state and will be issued in reliance upon an exemption from registration under the Securities Act. Restrictions on the transferability of the securities described herein are set forth in the Operating Agreement of BHA and are also subject to additional restrictions on transfer pursuant to the Securities Act. The purchase of securities involves a high degree of risk and should be considered only by persons who can bear the risk of the loss of their entire investment. In accordance Rule 503 under Regulation D of the Securities Act, BHA has timely filed all required notices and registrations with the Securities and Exchange Commission (“SEC”) and the applicable securities commissions of any states, including a Notice of Exempt Offering of Securities on Form D filed with the SEC on July 31, 2024, and available at www.sec.gov and www.bhalaunch.com/ir.

This news release is neither an offer to sell nor a solicitation of an offer to buy and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Units or any other securities in any jurisdiction in which such offer, solicitation, or sale is unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT BHA

Founded in 2022 and headquartered in New York, New York, Blue Horizons Aerospace, LLC (BHA) is an aerospace company developing, innovating, and advancing today's technologies and systems to deliver tomorrow's capabilities. Currently, a leading innovator in amateur rocketry, BHA is dedicated to offering suborbital launch services to commercial customers by 2030. Our future launch services will enable commercial customers to test and validate supersonic vehicles and various advanced payloads. With a dedicated team across the United States, we are united by a shared passion for exploration and technological advancement.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This news release may contain statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the Securities Act of 1933, as amended (the “Securities Act”) and other applicable law. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide Blue Horizons Aerospace, LLC (“BHA”) management's current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid and are not statements of historical fact. Forward-looking statements can be identified by the use of words such as "believe," "expect," "expectations," "plans," "strategy," "prospects," "estimate," "project," "target," "anticipate," "will," "should," "see," "guidance," "outlook," "goals," "objectives," "confident," "on track," "designed to" and other words of similar meaning. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, repurchases of securities, tax payments and rates, research and development spending, cost savings, other measures of financial performance, potential future plans, strategies or transactions, credit ratings and net indebtedness. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and BHA assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by the Securities Act or other applicable law.