New Horizon Aircraft Ltd. Files Q3 2024 10-Q

TL;DR

NHAI files 10-Q for Nov 30, 2024. Financials incoming.

AI Summary

New Horizon Aircraft Ltd. filed its 10-Q for the quarterly period ended November 30, 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 investors with an update on New Horizon Aircraft Ltd.'s financial performance and operational status for the third quarter of fiscal year 2024.

Risk Assessment

Risk Level: medium — As a 10-Q filing, it contains detailed financial information that could reveal significant risks or opportunities for investors.

Key Players & Entities

• New Horizon Aircraft Ltd. (company) — Registrant
• November 30, 2024 (date) — Quarterly period end date
• Pono Capital Three, Inc. (company) — Former company name
• 3187 Highway 35, Lindsay, Ontario, K9V 4R1 (address) — Principal executive offices
• 001-41607 (other) — Commission File Number

FAQ

Key Financial Figures

• $11.50 — Ordinary Share at an exercise price of $11.50 per share HOVRW The Nasdaq Stock Market

Filing Documents

• ea0224987-10q_newhorizon.htm (10-Q) — 778KB
• ea022498701ex31-1_newhorizon.htm (EX-31.1) — 9KB
• ea022498701ex31-2_newhorizon.htm (EX-31.2) — 9KB
• ea022498701ex32-1_newhorizon.htm (EX-32.1) — 4KB
• ea022498701ex32-2_newhorizon.htm (EX-32.2) — 4KB
• 0001213900-25-003183.txt ( ) — 4253KB
• hovr-20241130.xsd (EX-101.SCH) — 42KB
• hovr-20241130_cal.xml (EX-101.CAL) — 30KB
• hovr-20241130_def.xml (EX-101.DEF) — 202KB
• hovr-20241130_lab.xml (EX-101.LAB) — 351KB
• hovr-20241130_pre.xml (EX-101.PRE) — 199KB
• ea0224987-10q_newhorizon_htm.xml (XML) — 489KB

— FINANCIAL

PART I — FINANCIAL INFORMATION Item 1. Financial 1 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk 22 Item 4.

Controls and Procedures

Controls and Procedures 22

— OTHER

PART II — OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 23 Item 1A.

Risk Factors

Risk Factors 23 Item 2. Unregistered Sales of Equity Securities, and Use of Proceeds 24 Item 3. Defaults Upon Senior Securities 24 Item 4. Mine Safety Disclosures 24 Item 5. Other Information 24 Item 6. Exhibits 25

SIGNATURES

SIGNATURES 26 i PART I—FINANCIAL INFORMATION Item 1. Financial Statements NEW HORIZON AIRCRAFT LTD. CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS AS AT NOVEMBER 30, 2024 AND MAY 31, 2024 EXPRESSED IN CANADIAN DOLLAR 000'S, EXCEPT PER SHARE AMOUNTS; UNAUDITED November 30, 2024 May 31, 2024 Assets: Current assets: Cash and cash equivalents $ 887 $ 1,816 Prepaid expenses 851 2,431 Accounts receivable 23 417 Total current assets 1,761 4,664 Operating lease assets 50 75 Property and equipment, net 151 205 Total Assets $ 1,962 $ 4,944 Liabilities and Shareholders' Equity: Current liabilities: Accounts payable $ 374 $ 715 Accrued liabilities 236 574 Operating lease liabilities 29 44 Total current liabilities 639 1,333 Forward Purchase Agreement - 20,938 Warrant liabilities 3,657 576 Operating lease liabilities 19 30 Total Liabilities 4,315 22,877 Shareholders' Equity (Deficit): Class A ordinary shares, no par value; 100,000,000 shares authorized; 24,574,247 issued and outstanding ( 18,607,931 as of May 31, 2024) 78,307 74,406 Additional paid-in capital ( 82,730 ) ( 77,656 ) Retained Earnings (Deficit) 2,070 ( 14,683 ) Total Shareholders' Equity (Deficit) ( 2,353 ) ( 17,933 ) Total Liabilities and Shareholders' Equity (Deficit) $ 1,962 $ 4,944 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 1 NEW HORIZON AIRCRAFT LTD. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS EXPRESSED IN CANADIAN DOLLAR 000'S, EXCEPT PER SHARE AMOUNTS; UNAUDITED For the three months ended For the six months ended November 30, 2024 November 30, 2023 November 30, 2024 November 30, 2023 Operating expenses Research and development $ 427 $ 219 $ 724 $ 419 General and administrative 2,847 605 5,255 840 Total operating expenses 3,274 824 5,979 1,259 Loss from operations ( 3

Business

Business Combination On February 14, 2023, we consummated an initial public offering ("IPO"). On January 12, 2024 (the "Closing date"), we consummated a merger (the "Merger") with Pono Three Merger Acquisitions Corp., a British Columbia company ("Merger Sub") and wholly-owned subsidiary of Pono, with and into Robinson Aircraft Ltd. ("Robinson") pursuant to an agreement and plan of merger, dated as of August 15, 2023, (as amended by a Business Combination Agreement Waiver, dated as of December 27, 2023) by and among Pono, Merger Sub, Horizon, and Robinson. The Merger and other transactions contemplated thereby (collectively, the "Business Combination") closed on January 12, 2024, when, pursuant to the Business Combination Agreement, Merger Sub merged with and into Robinson, surviving the Merger as a wholly owned subsidiary of Pono. Pono changed its name to "New Horizon Aircraft Ltd." and the business of Robinson became the business of New Horizon Aircraft Ltd. The unaudited condensed interim consolidated financial statements reflect (i) the historical operating results of Robinson prior to the Business Combination ("Legacy Horizon"); (ii) the combined results of Pono and Legacy Horizon following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Horizon at their historical cost; and (iv) the Company's equity structure for all periods presented. NOTE 2. Going Concern and Liquidity The accompanying unaudited condensed interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred and expects to continue to incur significant costs in pursuit of the Company's development plans. We have devoted many resources to the design and development of our

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