New Horizon Aircraft Ltd. Files 2024 10-K

TL;DR

NHAI filed its 2024 10-K. All systems go for aircraft manufacturing.

AI Summary

New Horizon Aircraft Ltd. filed its annual report on Form 10-K for the fiscal year ended May 31, 2024. The company, formerly known as Pono Capital Three, Inc., is incorporated in British Columbia, Canada, and operates in the aircraft manufacturing sector. Its principal executive offices are located at 3187 Highway 35, Lindsay, Ontario, K9V 4R1.

Why It Matters

This filing provides a comprehensive overview of New Horizon Aircraft Ltd.'s financial performance and business operations for the fiscal year, offering insights for investors and stakeholders.

Risk Assessment

Risk Level: low — This is a standard annual report filing with no immediate red flags or significant new information presented.

Key Players & Entities

• New Horizon Aircraft Ltd. (company) — Registrant
• Pono Capital Three, Inc. (company) — Former company name
• May 31, 2024 (date) — Fiscal year end
• 3187 Highway 35, Lindsay, Ontario, K9V 4R1 (address) — Principal executive offices
• 001-41607 (filing_id) — SEC File Number

FAQ

Key Financial Figures

• $11.50 — Ordinary Shares at an exercise price of $11.50 per share HOVRW The Nasdaq Stock Market
• $10.58 — 30, 2023, based on the closing price of $10.58 for shares of the Registrant's Class A
• $ — ts name to New Horizon Aircraft Ltd. "$," "$CAD," "CAD," or "Dollars" refers to
• $0.0001 — f one Class A ordinary share, par value $0.0001 per share (the "Pono Class A ordinary s
• $10.00 — unit being sold at an offering price of $10.00 per unit, which closed on February 14,
• $1 — e eVTOL aircraft market could reach USD $1 trillion (in the base case) by 2040 and
• $9 — lion (in the base case) by 2040 and USD $9 trillion by 2050. The Cavorite X7 arch
• $350M — nable Aviation Technology (INSAT) where $350M will be invested into innovative compan

Filing Documents

• ea0210610-10k_newhorizon.htm (10-K) — 1210KB
• ea021061001ex19_newhoriz.htm (EX-19) — 56KB
• ea021061001ex31-1_newhoriz.htm (EX-31.1) — 12KB
• ea021061001ex31-2_newhoriz.htm (EX-31.2) — 12KB
• ea021061001ex32-1_newhoriz.htm (EX-32.1) — 4KB
• ea021061001ex32-2_newhoriz.htm (EX-32.2) — 4KB
• image_001.jpg (GRAPHIC) — 32KB
• image_002.jpg (GRAPHIC) — 21KB
• ex19_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-069692.txt ( ) — 5408KB
• hovr-20240531.xsd (EX-101.SCH) — 52KB
• hovr-20240531_cal.xml (EX-101.CAL) — 37KB
• hovr-20240531_def.xml (EX-101.DEF) — 239KB
• hovr-20240531_lab.xml (EX-101.LAB) — 417KB
• hovr-20240531_pre.xml (EX-101.PRE) — 237KB
• ea0210610-10k_newhorizon_htm.xml (XML) — 375KB

Business

Business 2 Item 1A.

Risk Factors

Risk Factors 11 Item 1B. Unresolved Staff Comments 34 Item 1C. Cyber Security 35 Item 2.

Properties

Properties 37 Item 3.

Legal Proceedings

Legal Proceedings 37 Item 4. Mine Safety Disclosures 37 PART II 38 Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 38 Item 6. Reserved 39 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 39 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 46 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 46 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 46 Item 9A.

Controls and Procedures

Controls and Procedures 46 Item 9B. Other Information 47 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 47 PART III 48 Item 10. Directors, Executive Officers and Corporate Governance 48 Item 11.

Executive Compensation

Executive Compensation 55 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 65 Item 13. Certain Relationships and Related Transactions, and Director Independence 67 Item 14. Principal Accountant Fees and Services 70 PART IV 71 Item 15. Exhibits and Financial Statement Schedules 71 Item 16. Form 10-K Summary 71

SIGNATURES

SIGNATURES 73 i SPECIAL NOTE REGARDING

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Various statements in this Annual Report on Form 10-K of New Horizon Aircraft Ltd. are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are subject to risks and uncertainties (some of which are beyond our control) and are based on information currently available to our management. Words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "contemplates," "predict," "project," "target," "likely," "potential," "continue," "ongoing," "will," "would," "should," "could," or the negative of these terms and similar expressions or words, identify forward-looking statements. The events and circumstances reflected in our forward-looking statements may not occur and actual results could differ materially from those projected in our forward-looking statements. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including risks and uncertainties that could delay, divert or change these expectations, and could cause actual results to differ materially from those projected in these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under Part I, Item 1A: "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these

forward-looking statements

forward-looking statements. This report contains market data and industry forecasts that were obtained from industry publications. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this report is generally reliable, such information is inherently imprecise and subject to change. All written and oral forward-looking contained or referred to in this section. We caution investors not to rely on the forward-looking statements we make or that are made on our behalf as predictions of future events. We undertake no obligation and specifically decline any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. We encourage you to read the management's discussion and analysis of our financial condition and results of operations and our consolidated financial statements contained in this Annual Report on Form 10-K. There can be no assurance that we will in fact achieve the actual results or developments we anticipate or, even if we do substantially realize them, that they will have the expected consequences to, or effects on, us. Therefore, we can give no assurances that we will achieve the outcomes stated in those forward-looking statements, projections and estimates. ii PART I CERTAIN TERMS AND CONVENTIONS All references to "we," "us," "our," "New Horizon," the "Company" or similar terms used in this annual report refer to New Horizon Aircraft Ltd., a British Columbia company, including its consolidated subsidiaries, unless the context otherwise indicates. All refe

Business

Item 1. Business. Overview We are an advanced aerospace Original Equipment Manufacturer ("OEM") that is designing a next generation hybrid electric Vertical Takeoff and Landing ("eVTOL") aircraft for the Regional Air Mobility ("RAM") market. Our aircraft aims to offer a more efficient way to move people and goods at a regional scale (i.e., from 50 to 500 miles), help to connect remote communities, and will advance our ability to deal with an increasing number of climate related natural disasters such as wildfires, floods, or droughts. The product we are designing and delivering is a hybrid electric 7-seat aircraft, called the Cavorite X7, that can take off and land vertically like a helicopter. However, unlike a traditional helicopter, for the majority of its flight it will return to a configuration much like a traditional aircraft. This would allow the Cavorite X7 to fly faster, farther, and operate more efficiently than a traditional helicopter. Expected to travel at speeds up to 250 miles per hour at a range over 500 miles, we believe that this aircraft will be a disruptive force to RAM travel. The new and developing eVTOL aircraft market has been made possible by a convergence of innovation across many different technologies. Batteries, immense strength of light materials, computing power, simulation, and propulsion technology have all crossed a critical threshold to enable viable aircraft designs such our Cavorite X7. This has resulted in the establishment and rapid growth of the Advanced Air Mobility ("AAM") market. Morgan Stanley has projected that the eVTOL aircraft market could reach USD $1 trillion (in the base case) by 2040 and USD $9 trillion by 2050. The Cavorite X7 architecture is based on our patented fan-in-wing ("Horizon Omni-modal VeRtical (HOVR) Wing" or "HOVR Wing") technology, which has been developed and tested over the last several years. While most of our competitors rely on open rotor designs, our HOVR Wing uses a series of ducted ele

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