Exhibit 25.1

 

 

 

UNITED STATES
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)           |__|

 

 

 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

 

  95-3571558
(Jurisdiction of incorporation
if not a U.S. national bank)		   (I.R.S. employer
identification no.)
     
333 South Hope Street  
Suite 2525  
Los Angeles, California   90071
(Address of principal executive offices)   (Zip code)

 

 

 

Akoustis Technologies, Inc.
(Exact name of obligor as specified in its charter)

 

Delaware   33-1229046
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)
     
9805 Northcross Center Court, Suite A    
Huntersville, North Carolina   28078
(Address of principal executive offices)   (Zip code)

 

Akoustis, Inc.
(Exact name of obligor as specified in its charter)

 

Delaware   46-5645617
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)
     
9805 Northcross Center Court, Suite A    
Huntersville, North Carolina   28078
(Address of principal executive offices)     (Zip code)

 

 

 

6.0% Convertible Senior Notes due 2027
and Guarantee of 6.0% Convertible Senior Notes due 2027
(Title of the indenture securities)

 

 

 

 

 

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.

 

Name   Address
Comptroller of the Currency United States Department of the Treasury   Washington, DC 20219
     
Federal Reserve Bank   San Francisco, CA 94105
     
Federal Deposit Insurance Corporation   Washington, DC 20429

 

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

 

Yes.

 

2.Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

 

1.A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

2.A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

3.A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

 

4.A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

 

6.The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

 

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

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SIGNATURE

 

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a banking association 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 Chicago, and State of Illinois, on the 1st day of September, 2022.

 

  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
   
  By:   /s/ Lawrence M. Kusch
    Name:  Lawrence M. Kusch  
    Title:  Vice President

 

 

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