New Horizon Aircraft Ltd. Reports Key Corporate Events

Ticker: HOVRW · Form: 8-K · Filed: Dec 20, 2024 · CIK: 1930021

Sentiment: neutral

Topics: material-agreement, equity-sale, corporate-action

TL;DR

Horizon Aircraft filed an 8-K detailing material agreements, equity sales, and shareholder votes from Dec 17.

AI Summary

New Horizon Aircraft Ltd. (formerly Pono Capital Three, Inc.) filed an 8-K on December 20, 2024, reporting on several key events that occurred on December 17, 2024. These include entering into a material definitive agreement, unregistered sales of equity securities, amendments to its articles of incorporation, and submitting matters to a vote of security holders. The company is in the aircraft manufacturing industry.

Why It Matters

This filing indicates significant corporate actions and potential equity transactions by New Horizon Aircraft Ltd., which could impact its operational structure and shareholder base.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks related to corporate governance and financial structure.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by New Horizon Aircraft Ltd. on December 17, 2024?

The filing does not specify the details of the material definitive agreement, only that one was entered into on December 17, 2024.

What type of equity securities were sold in the unregistered sale reported?

The filing mentions unregistered sales of equity securities but does not specify the exact type or amount of securities sold.

What matters were submitted to a vote of security holders?

The filing indicates that matters were submitted to a vote of security holders on December 17, 2024, but does not detail the specific matters.

What is the significance of the warrant exercise price of $11.50 per share?

The $11.50 exercise price is the amount holders of the company's warrants must pay to acquire one Class Ordinary Share.

When did New Horizon Aircraft Ltd. change its name from Pono Capital Three, Inc.?

The date of the name change from Pono Capital Three, Inc. to New Horizon Aircraft Ltd. was May 19, 2022.

Filing Stats: 3,531 words · 14 min read · ~12 pages · Grade level 16.4 · Accepted 2024-12-20 16:49:32

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On December 18, 2024, New Horizon Aircraft Ltd., a British Columbia company (the "Company") entered into subscription agreements (each a "Subscription Agreement") with Canso Investment Counsel Ltd., in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it, Canso Select Opportunities Corporation, and GRIP Investments Limited (each a "Purchaser" and, collectively the "Purchasers"), pursuant to which the Purchasers purchased an aggregate of 4,166,667 Class A ordinary shares of the Company, no par value per share (the "Subscribed Common Shares" and each Class A ordinary share in the authorized share structure of the Company, a "Common Share") at a price of $0.36 per share, and an aggregate of 4,500 Series A preferred shares of the Company (the "Subscribed Preferred Shares" and each preferred share, once created, a "Series A Preferred Share" and collectively with the Subscribed Common Shares, the "Subscribed Shares") at a price of $1,000 per share, subject to the terms and conditions set out in the Agreement (the "Canso Financing"). The Series A Preferred Shares are convertible, at the option of the holder and without additional consideration, into Common Shares on a one for 2222.222222 basis. The Subscription Agreements provided that the Purchasers shall have the right (the "Participation Right"), in the event the Company commences a public offering or private placement (each, a "Proposed Offering") of Common Shares or securities exchangeable for or convertible into Common Shares ("Equity Securities"), to subscribe for such number of Equity Securities under the Proposed Offering that would allow the Purchasers to maintain their pro rata interest in the Company at the time of the Proposed Offering all on the same terms and conditions as offered to other potential subscribers, on a partially-diluted basis (taking into account any share purchase warrants and other convertible

02. Unregistered

Item 3.02. Unregistered Sale of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year. Alteration to Authorized Share Structure and Articles On December 18, 2024, the Company filed a Notice of Alteration (the "Notice of Alteration") with the Province of British Columbia Registrar of Companies to alter (the "First Alteration") the Authorized Share Structure and Articles to: (1) create and attach to the Common Shares the special rights or restrictions summarized hereafter, and (2) create an unlimited number of preferred shares, issuable in series, and to attach special rights or restrictions as summarized hereafter (the "Preferred Shares"). The First Alteration was approved by the Company's shareholders on December 17, 2024 at its 2024 annual meeting of shareholders. On December 19, 2024, the Company filed a subsequent Notice of Alteration (the "Second Alteration") with the Province of British Columbia Registrar of Companies to create the first series of Preferred Shares, the Series A Preferred Shares, consisting of an unlimited number of Series A Preferred Shares, and to attach special rights or restrictions relating to the Series A Preferred Shares as summarized hereafter. Pursuant to the authorization of the Articles, the Second Alteration was approved on December 18, 2024 by written consent resolution of the Company's directors. Summary of Altered Articles The First Alteration altered the Company's Articles to (a) attach special rights and restrictions to the Common Shares; and (b) attach special rights or restrictions in relation to the Preferred Shares. The Second Alteration altered the Company's Articles to attach special rights and restrictions to the Series A Preferred Shares. 1 Common Shares Pursuant to the First Alteration, the Common Shares have the following special rights and restrictions: Voting Rights . The holders of the Common Shares, as such, are entitled, except as provided by law, to receive notice of and to attend and vote at all meet

07. Submission of Matters to a Vote

Item 5.07. Submission of Matters to a Vote of Security Holders. Summary of Proposals Submitted to Shareholders On December 17, 2024, the Company held its 2024 annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the following proposals were submitted to the shareholders of the Company, as set forth in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 25, 2024: Proposal 1: The election of two directors to serve as Class I directors until the 2027 annual meeting of shareholders; Proposal 2: The appointment of MNP LLP as the Company's auditor and independent registered public accounting firm for the fiscal year ending May 31, 2025; Proposal 3: The approval of certain changes to the New Horizon Aircraft Ltd. 2023 Equity Incentive Plan; and Proposal 4: The approval, with or without variation, of a special resolution authorizing alterations to the Notice of Articles and Articles of the Company, in one or more alterations, to: (a) attach special rights and restrictions to the Company's Common Shares and (b) create a class of Preferred Shares, issuable in series, with special rights or restrictions attached thereto. Voting Results On the record date, there were (a) 24,574,247 Common Shares issued and outstanding, entitled to 24,574,247 votes in the aggregate. Of the 24,574,247 votes that were eligible to be cast by the holders of Common Shares at the Annual Meeting, 12,396,641 votes, or approximately 50.4% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below: Proposal 1: Election of Directors. The Company's shareholders elected the following directors to serve as Class I directors until the 2027 annual meeting of shareholders. The votes regarding the election of these dire

01 Regulation

Item 7.01 Regulation FD Disclosure. On December 20, 2024, the Company issued a press release announcing the Canso Financing. 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

Item 9.01. Financial (d) Exhibits. Exhibit No. Description 3.1 Notice of Articles, dated December 19, 2024 3.2 Articles of New Horizon Aircraft Ltd. 10.1 Form of Subscription Agreement, dated December 18, 2024 99.1 Press Release dated as of December 20, 2024 104 Cover Page Interactive Data File (formatted in Inline XBRL). 6 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: December 20, 2024 By: /s/ E. Brandon Robinson Name: E. Brandon Robinson Title: Chief Executive Officer 7

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