New Horizon Aircraft Ltd. Enters Material Definitive Agreement
Ticker: HOVRW · Form: 8-K · Filed: Jan 13, 2025 · CIK: 1930021
Sentiment: neutral
Topics: material-agreement, company-name-change, aircraft-manufacturing
TL;DR
NHAV just signed a big deal, filing shows.
AI Summary
New Horizon Aircraft Ltd. announced on January 10, 2025, 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.
Why It Matters
This filing indicates a significant business development for New Horizon Aircraft Ltd., potentially impacting its operations and future strategic direction.
Risk Assessment
Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that require careful evaluation.
Key Numbers
- 001-41607 — SEC File Number (Identifies the company's filing history 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
- January 10, 2025 (date) — Date of earliest event reported
- 3187 Highway 35, Lindsay, Ontario, K9V 4R1 (address) — Business and mail address
FAQ
What is the nature of the material definitive agreement entered into by New Horizon Aircraft Ltd.?
The filing states that New Horizon Aircraft Ltd. entered into a material definitive agreement on January 10, 2025, but the specific details of the agreement are not provided in this excerpt.
When was the company formerly known as Pono Capital Three, Inc.?
The company was formerly known as Pono Capital Three, Inc., with a date of name change not explicitly stated but implied to be prior to the current filing.
What is New Horizon Aircraft Ltd.'s primary business sector?
New Horizon Aircraft Ltd. is classified under the SIC code 3721, which corresponds to Aircraft manufacturing.
Where is New Horizon Aircraft Ltd. incorporated?
New Horizon Aircraft Ltd. is incorporated in British Columbia.
What is the business address of New Horizon Aircraft Ltd.?
The business address of New Horizon Aircraft Ltd. is 3187 Highway 35, Lindsay, Ontario, K9V 4R1.
Filing Stats: 891 words · 4 min read · ~3 pages · Grade level 13.4 · Accepted 2025-01-13 08:19:31
Key Financial Figures
- $11.50 — Ordinary Share at an exercise price of $11.50 per share HOVRW The Nasdaq Stock Ma
- $0.36 — ompany, a "Common Share") at a price of $0.36 per share, and an aggregate of 4,500 Se
- $1,000 — ries A Preferred Shares") at a price of $1,000 per share, subject to the terms and con
Filing Documents
- ea0227424-8k_newhorizon.htm (8-K) — 33KB
- ea022742401ex10-1_newhorizon.htm (EX-10.1) — 17KB
- 0001213900-25-002849.txt ( ) — 271KB
- hovr-20250110.xsd (EX-101.SCH) — 4KB
- hovr-20250110_def.xml (EX-101.DEF) — 26KB
- hovr-20250110_lab.xml (EX-101.LAB) — 36KB
- hovr-20250110_pre.xml (EX-101.PRE) — 25KB
- ea0227424-8k_newhorizon_htm.xml (XML) — 6KB
01. Entry into a Material Definitive
Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, 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 (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 "Series A Preferred Shares") at a price of $1,000 per share, subject to the terms and conditions set out in the Subscription Agreements (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 Canso Financing closed on December 19, 2024 (the "Closing Date"). On January 10, 2025, the Company and each Purchaser entered into an amendment to the Subscription Agreement (the "Amendment"), pursuant to which each Subscription Agreement was modified to add a provision prohibiting the Company from issuing upon conversion of the Series A Preferred Shares, any Common Shares if the issuance of such Common Shares would exceed the aggregate number of Common Shares the Company may issue upon conversion of the Series A Preferred Shares without breaching the Company's obligation under Nasdaq Listing Rule 5635 and any other applicable rules of the Nasdaq Stock Market (the "Applicable Exchange Rules") (any such limitation on the convertibility of the Series A Preferred Shares, the "Exchange Cap"), prior to obtaining shareholder app
01. Financial
Item 9.01. Financial (d) Exhibits. Exhibit No. Description 10.1 Amendment to Subscription Agreement, dated January 10, 2025, by and between the Company and the Purchasers 104 Cover Page Interactive Data File (formatted in Inline XBRL). 2 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: January 13, 2025 By: /s/ E. Brandon Robinson Name: E. Brandon Robinson Title: Chief Executive Officer 3