New Horizon Aircraft Ltd. Files 8-K on Executive Changes & Shareholder Votes
Ticker: HOVRW · Form: 8-K · Filed: Nov 26, 2025 · CIK: 1930021
| Field | Detail |
|---|---|
| Company | New Horizon Aircraft LTD. (HOVRW) |
| Form Type | 8-K |
| Filed Date | Nov 26, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $11.50 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, executive-changes, shareholder-vote
Related Tickers: HOVR
TL;DR
New Horizon Aircraft Ltd. (HOVR) filed an 8-K detailing exec changes, director elections, and shareholder votes.
AI Summary
New Horizon Aircraft Ltd. (formerly Pono Capital Three, Inc.) filed an 8-K on November 26, 2025, reporting on several key events as of November 25, 2025. These include the departure of directors or certain officers, the election of directors, the appointment of certain officers, and details on compensatory arrangements. The filing also covers the submission of matters to a vote of security holders, Regulation FD disclosures, and financial statements/exhibits.
Why It Matters
This filing indicates significant corporate governance and executive changes at New Horizon Aircraft Ltd., which could impact the company's strategic direction and investor confidence.
Risk Assessment
Risk Level: medium — The filing involves changes in corporate leadership and potential shareholder votes, which can introduce uncertainty and affect stock performance.
Key Players & Entities
- New Horizon Aircraft Ltd. (company) — Registrant
- Pono Capital Three, Inc. (company) — Former Company Name
- November 25, 2025 (date) — Date of earliest event reported
- November 26, 2025 (date) — Date of Report
- 001-41607 (other) — SEC File Number
FAQ
What specific executive positions were affected by the departures or appointments?
The filing indicates "Departure of Directors or Certain Officers" and "Appointment of Certain Officers" but does not specify the exact positions in the provided text.
Were there any specific matters submitted to a vote of security holders?
Yes, the filing explicitly states "Submission of Matters to a Vote of Security Holders" as an item of disclosure.
What is the exercise price for the warrants mentioned?
The warrants are exercisable at an exercise price of $11.50 per share.
What is the SIC code for New Horizon Aircraft Ltd.?
The Standard Industrial Classification (SIC) code for New Horizon Aircraft Ltd. is 3721 (AIRCRAFT).
What is the former name of New Horizon Aircraft Ltd. and when did the name change occur?
The former name was Pono Capital Three, Inc., and the date of the name change was May 19, 2022.
Filing Stats: 1,132 words · 5 min read · ~4 pages · Grade level 11.3 · Accepted 2025-11-26 08:36:24
Key Financial Figures
- $11.50 — Ordinary Share at an exercise price of $11.50 per share HOVRW The Nasdaq Stock Ma
Filing Documents
- ea0267249-8k_newhorizon.htm (8-K) — 41KB
- ea026724901ex10-1_newhorizon.htm (EX-10.1) — 49KB
- ea026724901ex99-1_newhorizon.htm (EX-99.1) — 15KB
- 0001213900-25-115105.txt ( ) — 329KB
- hovr-20251125_def.xml (EX-101.DEF) — 26KB
- hovr-20251125_lab.xml (EX-101.LAB) — 36KB
- hovr-20251125_pre.xml (EX-101.PRE) — 25KB
- hovr-20251125.xsd (EX-101.SCH) — 4KB
- ea0267249-8k_newhorizon_htm.xml (XML) — 6KB
02. Departure of Directors or Certain
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 25, 2025, New Horizon Aircraft Ltd. (the "Company") held its 2025 annual meeting of shareholders (the "Annual Meeting"). As further discussed below, at the Annual Meeting, the Company's shareholders approved the New Horizon Aircraft Ltd. Employee Stock Purchase Plan (the "ESPP"). The board of directors of the Company had previously approved the adoption of the ESPP effective May 1, 2024. The ESPP provides eligible employees of the Company and its designated affiliates with the opportunity to acquire the Company's Class A ordinary shares, without par value (the "Common Shares"), through payroll contributions, matched by the Company, up to a defined maximum percentage of the employee's base salary. The acquisition of Common Shares is through open market purchases executed by a broker acting on behalf of the Company. The purpose of the ESPP is to retain and incentivize eligible employees by aligning their interests with those of the Company and its shareholders. By facilitating regular purchases of the Company's Common Shares, the ESPP encourages long-term commitment and participation in the Company's growth and success. The summary of the ESPP contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the ESPP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The disclosure set forth below in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
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 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 October 27, 2025: Proposal 1: The election of two directors to serve as Class II directors until the 2028 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, 2026; and Proposal 3: The approval of the ESPP. Voting Results On the record date, there were (a) 43,355,189 Common Shares issued and outstanding, entitled to 43,355,189 votes in the aggregate. Of the 43,355,189 votes that were eligible to be cast by the holders of Common Shares at the Annual Meeting, 23,407,298 votes, or approximately 53.99% 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 II directors until the 2028 annual meeting of shareholders. The votes regarding the election of these directors were as follows: Director Nominee Votes For Votes Withheld Broker Non-Votes John Maris 15,082,875 87,732 8,236,691 Jameel Janjua 15,045,752 124,855 8,236,691 1 Proposal 2: Ratification of Appointment of MNP LLP. The Company's shareholders approved the appointment of MNP LLP as the Company's auditor and independent registered public accounting firm for the fiscal year ending May 31, 2026. The votes regarding this proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 23,164,500 68,224
01. Regulation
Item 7.01. Regulation FD Disclosure. On November 26, 2025, the Company issued a press release (the "Press Release"). The Press Release is furnished herewith as Exhibit 99.1. The information 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, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
01. Financial
Item 9.01. Financial (d) Exhibits. Exhibit No. Description 10.1 New Horizon Aircraft Ltd. Employee Stock Purchase Plan 99.1 Press Release, dated November 26, 2025 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: November 26, 2025 By: /s/ E. Brandon Robinson Name: E. Brandon Robinson Title: Chief Executive Officer 3