New Horizon Aircraft Ltd. Enters Material Definitive Agreement

TL;DR

NHAV just signed a big deal, filing an 8-K. Big moves ahead.

AI Summary

New Horizon Aircraft Ltd. announced on August 19, 2024, that it entered into a material definitive agreement. The company, formerly known as Pono Capital Three, Inc., is incorporated in British Columbia and operates in the aircraft manufacturing sector. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant business development for New Horizon Aircraft Ltd., potentially impacting its operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the specifics of which are not detailed in this initial filing.

Key Numbers

• 001-41607 — Commission File Number (Identifies the company's filing with the SEC.)
• 98-1786743 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• New Horizon Aircraft Ltd. (company) — Registrant
• Pono Capital Three, Inc. (company) — Former company name
• August 19, 2024 (date) — Date of earliest event reported
• 3187 Highway 35 (address) — Business and mailing address
• Lindsay, A6, K9V 4R1 (address) — City, State, Zip

FAQ

Key Financial Figures

• $11.50 — Ordinary Share at an exercise price of $11.50 per share HOVRW The Nasdaq Stock Ma
• $0.50 — "Units") at a public offering price of $0.50 per Unit, with each Unit consisting of:
• $0.75 — ate of issuance at an exercise price of $0.75 per Common Share and expires five years
• $0.00001 — xercise price per Common Share equal to $0.00001. The Pre-Funded Warrants will be immedi
• $2.9 million — rants, are expected to be approximately $2.9 million and up to approximately $7.25 million,
• $7.25 m — ly $2.9 million and up to approximately $7.25 million, assuming the Warrants are exerci

Filing Documents

• ea0211854-8k_newhorizon.htm (8-K) — 42KB
• ea021185401ex99-1_newhori.htm (EX-99.1) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-070887.txt ( ) — 282KB
• hovr-20240819.xsd (EX-101.SCH) — 4KB
• hovr-20240819_def.xml (EX-101.DEF) — 26KB
• hovr-20240819_lab.xml (EX-101.LAB) — 36KB
• hovr-20240819_pre.xml (EX-101.PRE) — 25KB
• ea0211854-8k_newhorizon_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On August 19, 2024, New Horizon Aircraft Ltd. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with EF Hutton LLC as the underwriter (the "Underwriter"), relating to a firm commitment underwritten public offering (the "Offering") of 5,800,000 units (the "Units") at a public offering price of $0.50 per Unit, with each Unit consisting of: (i) either one Class A ordinary share, no par value per share, of the Company (a "Common Share") or one pre-funded warrant to purchase one Common Share (the "Pre-Funded Warrants"); and (ii) one warrant ("Warrant") to purchase one Common Share. The Warrant is immediately exercisable on the date of issuance at an exercise price of $0.75 per Common Share and expires five years from the closing date of the Offering. The Pre-Funded Warrants have an initial exercise price per Common Share equal to $0.00001. The Pre-Funded Warrants will be immediately exercisable and will expire when exercised in full. The gross proceeds to the Company from the Offering, before deducting the underwriting discounts and other offering expenses and assuming no exercise of Warrants, are expected to be approximately $2.9 million and up to approximately $7.25 million, assuming the Warrants are exercised in full for cash. The Company has agreed to pay the Underwriter an underwriting discount equal to 7.0% of the gross proceeds of the Offering. The Company intends to use the net proceeds of the Offering for working capital and other general corporate purposes. The Company and its directors and executive officers also agreed that, for a period of ninety (90) days after the closing date of the Offering, subject to certain limited exceptions and as applicable, not to directly or indirectly, without the prior written consent of the Underwriter, (i) offer, sell or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any sec

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 20, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release dated as of August 20, 2024. 104 Cover Page Interactive Data File (formatted in Inline XBRL). 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEW HORIZON AIRCRAFT LTD. Date: August 20, 2024 By: /s/ E. Brandon Robinson Name: E. Brandon Robinson Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR