New Horizon Aircraft Ltd. Files 8-K

TL;DR

New Horizon Aircraft Ltd. is the new name for Pono Capital Three, Inc. - official filing.

AI Summary

New Horizon Aircraft Ltd. filed an 8-K on January 15, 2025, reporting a name change from Pono Capital Three, Inc. on May 19, 2022. The company, incorporated in British Columbia, operates in the aircraft manufacturing sector and is located at 3187 Highway 35, Lindsay, Ontario, K9V 4R1.

Why It Matters

This filing confirms the official name change and corporate structure of New Horizon Aircraft Ltd., providing clarity for investors and stakeholders regarding the entity's identity.

Risk Assessment

Risk Level: low — The filing is a routine corporate update and does not indicate any immediate financial or operational risks.

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 15, 2025 (date) — Filing date
• May 19, 2022 (date) — Date of name change
• 3187 Highway 35, Lindsay, Ontario, K9V 4R1 (address) — Principal executive office address

FAQ

Key Financial Figures

• $11.50 — Ordinary Share at an exercise price of $11.50 per share HOVRW The Nasdaq Stock Ma
• $500,000 — et income from continuing operations of $500,000 in the most recently completed fiscal y
• $35 million — Company's listed securities be at least $35 million) or Nasdaq Listing Rule 5550(b)(1) (the
• $2.5 million — intain stockholders' equity of at least $2.5 million) (the Net Income Standard, the Market V
• $0.36 — y, no par value per share at a price of $0.36 per share, and an aggregate of 4,500 Se
• $1,000 — red shares of the Company at a price of $1,000 per share, subject to the terms and con
• $6.0 million — ceived net proceeds of approximately USD$6.0 million. In order to show compliance with the
• $7.5 million — tockholders' equity of approximately USD$7.5 million using the November 30, 2024, USD:CAD ex

Filing Documents

• ea0227593-8k_newhorizon.htm (8-K) — 35KB
• ea022759301ex99-1_new.htm (EX-99.1) — 15KB
• 0001213900-25-003914.txt ( ) — 269KB
• hovr-20250114.xsd (EX-101.SCH) — 4KB
• hovr-20250114_def.xml (EX-101.DEF) — 26KB
• hovr-20250114_lab.xml (EX-101.LAB) — 36KB
• hovr-20250114_pre.xml (EX-101.PRE) — 25KB
• ea0227593-8k_newhorizon_htm.xml (XML) — 6KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. As previously disclosed, on August 28, 2024, New Horizon Aircraft Ltd. (the "Company") was notified by Nasdaq that the Company had failed to maintain a net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years required for continued listing under Nasdaq Listing Rule 5550(b)(3) (the "Net Income Standard"). The Nasdaq staff (the "Staff") also notified the Company that it did not meet the alternative continued listing standards under Nasdaq Listing Rule 5550(b)(2) (the "Market Value of Listed Securities Standard," which requires the market value of the Company's listed securities be at least $35 million) or Nasdaq Listing Rule 5550(b)(1) (the "Equity Standard," which requires the Company to maintain stockholders' equity of at least $2.5 million) (the Net Income Standard, the Market Value of Listed Securities Standard, and the Equity Standard, collectively the "Continued Listing Standards"). Also, as previously disclosed, the Company entered into subscription agreements (each, as amended, 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 at a price of $0.36 per share, and an aggregate of 4,500 Series A preferred shares of the Company at a price of $1,000 per share, subject to the terms and conditions set out in the Subscription Agreements (the "Canso Financing"). The Canso Financing closed on December 19, 2024. The Company received net proceeds of approximately USD$6.0 million. In order to show compliance with the Continued Listing Standards, the Company is furnishing t

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking Certain of these forward-looking statements can be identified by the use of words such as "believes," "expects," "intends," "plans," "estimates," "assumes," "may," "should," "will," "seeks," or other similar expressions. Many factors could cause actual future events to differ materially from the forward-looking Standards or maintain compliance with other Nasdaq Listing Rules; the Company's expectations regarding the outcome of such hearing; risks related to the substantial costs and diversion of personnel's attention and resources due to these matters; and those other risks under "Risk Factors" in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on August 15, 2024. A delisting from Nasdaq would materially and adversely affect the Company's ability to raise capital and its financial condition and business. Most of these factors are outside the Company's control and are difficult to predict. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. 1

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit No. Description 99.1 Unaudited Pro Forma Balance Sheet, as of November 30, 2024 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 15, 2025 By: /s/ E. Brandon Robinson Name: E. Brandon Robinson Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR