ONDS Ondas Holdings Inc

Registration No. 333-276852

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) [x]

 

WILMINGTON SAVINGS FUND SOCIETY, FSB

(Exact name of Trustee as specified in its charter)

 

N/A		51-0054940
(Jurisdiction of incorporation of organization if not a U.S. national bank)		(I.R.S. Employer Identification No.)

 

500 Delaware Avenue, 11th Floor

Wilmington, DE  19801

(302) 792-6000

(Address of principal executive offices, including zip code)

 

WILMINGTON SAVINGS FUND SOCIETY, FSB

CONTROLLER’S OFFICE

500 Delaware Avenue

Wilmington, DE 19801

(302) 792-6000

(Name, address, including zip code, and telephone number, including area code, of agent of service)

 

ONDAS HOLDINGS INC.
(Exact name of obligor as specified in its charter)
Nevada		47-2615102
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

One Marina Park Drive, Suite 1410

Boston, Massachusetts 02210

(Address of principal executive offices, including zip code)

 

 

 

3% Series B-2 Senior Convertible Note

(Title of the indenture securities)

 

 

 

ITEM 1.

GENERAL INFORMATION.

 

Furnish the following information as to the trustee:

 

(a)	Name and address of each examining or supervising authority to which it is subject.

 

Securities and Exchange Commission

Washington, DC 20549

Federal Reserve

District 3

Philadelphia, PA

FDIC

Washington, DC 20549

Office of the Comptroller of the Currency

New York, NY 10173

 

(b)	Whether it is authorized to exercise corporate trust powers.

 

The trustee is authorized to exercise corporate trust powers.
ITEM 2.	AFFILIATIONS WITH THE OBLIGORS.

 

	If the obligor is an affiliate of the trustee, describe each affiliation:
Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

 

ITEM 16.	LIST OF EXHIBITS.
	Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

 

Exhibit 1.		A copy of the articles of association of the trustee as now in effect.
Exhibit 2.		Not applicable.
Exhibit 3.		Not applicable.
Exhibit 4.		A copy of the existing bylaws of the trustee, or instruments corresponding thereto.
Exhibit 5.		Not applicable.
Exhibit 6.		The consents of United States institutional trustees required by Section 321(b) of the Act.
Exhibit 7.		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.		Not applicable.
Exhibit 9.		Not applicable.

 

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Savings Fund Society, FSB, a federal savings bank organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 3rd day of December, 2024.

 

	WILMINGTON SAVINGS FUND SOCIETY, FSB
	By:	/s/ Patrick J. Healy
		Name:	Patrick J. Healy
		Title:	Senior Vice President

 

 

Exhibit 1

 

Charter of Wilmington Savings Fund Society, FSB

 

(see attached)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 4

 

Bylaws of Wilmington Savings Fund Society, FSB

 

(see attached)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 6

 

Consent of Wilmington Savings Fund Society, FSB

 

(see attached)

 

 

December 3, 2024

 

Securities and Exchange Commission

Washington, D.C. 20549

 

Gentlemen:

 

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

 

	Very truly yours,
	WILMINGTON SAVINGS FUND SOCIETY, FSB
	/s/ Patrick J. Healy
	Patrick J. Healy
	Senior Vice President

 

Exhibit 7

 

WILMINGTON SAVINGS FUND SOCIETY, FSB	FFIEC 041
RSSD-ID 437914	Report Date 9/30/2024
Last Updated on 10/30/2024	15

 

Schedule RC - Balance Sheet(Form Type - 041)

 

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

 

Dollar amounts in thousands
1. Cash and balances due from depository institutions (from Schedule RC-A):							1.
a. Noninterest-bearing balances and currency and coin1		RCON0081			661,148		1.a.
b. Interest-bearing balances2		RCON0071			324,630		1.b.
2. Securities:							2.
a. Held-to-maturity securities (from Schedule RC-B, column A)3		RCONJJ34			1,026,305		2.a.
b. Available-for-sale debt securities (from Schedule RC-B, column D)		RCON1773			3,737,119		2.b.
c. Equity securities with readily determinable fair values not held for trading4		RCONJA22			0		2.c.
3. Federal funds sold and securities purchased under agreements to resell:							3.
a. Federal funds sold		RCONB987			0		3.a.
b. Securities purchased under agreements to resell5		RCONB989			0		3.b.
4. Loans and lease financing receivables (from Schedule RC-C):							4.
a. Loans and leases held for sale		RCON5369			42,121		4.a.
b. Loans and leases held for investment		RCONB528			13,322,174		4.b.
c. LESS: Allowance for credit losses on loans and leases		RCON3123			197,490		4.c.
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c)		RCONB529			13,124,684		4.d.
5. Trading assets (from Schedule RC-D)		RCON3545			0		5.
6. Premises and fixed assets (including right-of-use assets)		RCON2145			236,392		6.
7. Other real estate owned (from Schedule RC-M)		RCON2150			1,301		7.
8. Investments in unconsolidated subsidiaries and associated companies		RCON2130			16,337		8.
9. Direct and indirect investments in real estate ventures		RCON3656			0		9.
10. Intangible assets (from Schedule RC-M)		RCON2143			907,566		10.
11. Other assets (from Schedule RC-F)6		RCON2160			730,130		11.
12. Total assets (sum of items 1 through 11)		RCON2170			20,807,733		12.
13. Deposits:							13.
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)		RCON2200			16,765,301		13.a.
1. Noninterest-bearing7		RCON6631			4,720,788		13.a.1.
2. Interest-bearing		RCON6636			12,044,513		13.a.2.
b. Not applicable							13.b.
14. Federal funds purchased and securities sold under agreements to repurchase:							14.
a. Federal funds purchased8		RCONB993			0		14.a.
b. Securities sold under agreements to repurchase9		RCONB995			0		14.b.
15. Trading liabilities (from Schedule RC-D)		RCON3548			0		15.
16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)		RCON3190			765,800		16.
17. Not applicable							17.
18. Not applicable							18.
19. Subordinated notes and debentures10		RCON3200			0		19.
20. Other liabilities (from Schedule RC-G)		RCON2930			711,384		20.
21. Total liabilities (sum of items 13 through 20)		RCON2948			18,242,485		21.
22. Not applicable							22.

 

1.

Includes cash items in process of collection and unposted debits.

2.

Includes time certificates of deposit not held for trading.

3.

Institutions should report in item 2.a, amounts net of any applicable allowance for credit losses, and should equal to Schedule RC-B, item 8, column A less Schedule RI-B, Part II, item 7, column B.

4.

Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities.

5.

Includes all securities resale agreements, regardless of maturity.

6.

Institutions should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.

7.

Includes noninterest-bearing demand, time, and savings deposits.

8.

Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

9.

Includes all securities repurchase agreements, regardless of maturity.

10.

Includes limited-life preferred stock and related surplus.

 

 

WILMINGTON SAVINGS FUND SOCIETY, FSB	FFIEC 041
RSSD-ID 437914	Report Date 9/30/2024
Last Updated on 10/30/2024	16

  

Dollar amounts in thousands
23. Perpetual preferred stock and related surplus		RCON3838			0		23.
24. Common stock		RCON3230			0		24.
25. Surplus (exclude all surplus related to preferred stock)		RCON3839			2,403,347		25.
26. Not available							26.
a. Retained earnings		RCON3632			673,167		26.a.
b. Accumulated other comprehensive income1		RCONB530			-500,017		26.b.
c. Other equity capital components2		RCONA130			0		26.c.
27. Not available							27.
a. Total bank equity capital (sum of items 23 through 26.c)		RCON3210			2,576,497		27.a.
b. Noncontrolling (minority) interests in consolidated subsidiaries		RCON3000			-11,249		27.b.
28. Total equity capital (sum of items 27.a and 27.b)		RCONG105			2,565,248		28.
29. Total liabilities and equity capital (sum of items 21 and 28)		RCON3300			20,807,733		29.
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2023		RCON6724			NR		M.1.
2. Bank’s fiscal year-end date (report the date in MMDD format)		RCON8678			NR		M.2.

 

Schedule RC-A - Cash and Balances Due From Depository Institutions(Form Type - 041)

 

Schedule RC-A is to be completed only by banks with $300 million or more in total assets.

Exclude assets held for trading.

 

Dollar amounts in thousands
1. Cash items in process of collection, unposted debits, and currency and coin:							1.
a. Cash items in process of collection and unposted debits		RCON0020			232,909		1.a.
b. Currency and coin		RCON0080			409,878		1.b.
2. Balances due from depository institutions in the U.S.		RCON0082			11,377		2.
3. Balances due from banks in foreign countries and foreign central banks		RCON0070			7,443		3.
4. Balances due from Federal Reserve Banks		RCON0090			324,171		4.
5. Total		RCON0010			985,778		5.

 

1.

Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.

2.

Includes treasury stock and unearned Employee Stock Ownership Plan shares.

 

 

 

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