New Horizon Aircraft Sets Shareholder Vote on Directors, Auditor, ESPP

TL;DR

**HOVRW's upcoming shareholder meeting is a green light for board stability and employee incentives, signaling a focus on long-term growth and talent retention.**

AI Summary

New Horizon Aircraft Ltd. (HOVRW) is holding its Annual Meeting on November 25, 2025, to address several key corporate governance and compensation matters. Shareholders will vote on the election of two Class II directors to serve until the 2028 annual meeting, ensuring board continuity. The company also seeks approval for the appointment of MNP LLP as its independent registered public accounting firm for the fiscal year ending May 31, 2026, a standard but crucial audit function. A significant proposal is the approval of the New Horizon Aircraft Ltd. Employee Stock Purchase Plan, which aims to incentivize employees and align their interests with shareholders. As of the record date, October 21, 2025, there were 43,355,189 Class A Ordinary Shares issued and outstanding, each entitled to one vote. The meeting will be held virtually, with a quorum requiring 14,451,730 votes. The Board recommends a 'FOR' vote on all proposals, including the director elections, auditor appointment, and the Employee Stock Purchase Plan.

Why It Matters

This DEF 14A filing outlines critical governance decisions for New Horizon Aircraft, directly impacting investor confidence and employee motivation. The election of Class II directors will shape the company's strategic direction for the next three years, while the appointment of MNP LLP ensures financial oversight and transparency, crucial for regulatory compliance and investor trust. The proposed Employee Stock Purchase Plan is a key mechanism for attracting and retaining talent in the competitive aerospace sector, potentially boosting employee morale and aligning their financial success with the company's performance. For investors, these votes represent a direct opportunity to influence the company's future leadership and compensation structure, especially as HOVRW navigates the evolving advanced air mobility market.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director elections, auditor appointment, and an employee stock purchase plan. There are no indications of significant financial distress, hostile takeovers, or major strategic shifts that would introduce high risk. The proposals are standard for an annual meeting, and the Board recommends 'FOR' all items, suggesting internal alignment.

Analyst Insight

Investors should review the director nominees' backgrounds and the specifics of the Employee Stock Purchase Plan to ensure alignment with long-term shareholder value. Voting 'FOR' the ESPP could be seen as a positive signal for employee retention and motivation, while 'FOR' the auditor appointment ensures continued financial transparency. Participate in the virtual meeting to ask management questions.

Key Numbers

• 43,355,189 — Class A Ordinary Shares outstanding (As of the October 21, 2025 record date, each entitled to one vote.)
• 14,451,730 — Votes for quorum (Represents 33 1/3 percent of the voting power of outstanding shares.)
• November 25, 2025 — Annual Meeting Date (Date when shareholders will vote on proposals.)
• October 21, 2025 — Record Date (Date for determining shareholders entitled to vote at the Annual Meeting.)
• May 31, 2025 — Fiscal Year End (Date for which audited consolidated financial statements are presented.)
• May 31, 2026 — Next Fiscal Year End (Period for which MNP LLP is proposed as auditor.)
• 2028 — Director Term End (Year until which elected Class II directors will serve.)
• 10:00 a.m. Eastern Time — Meeting Start Time (Scheduled start time for the virtual Annual Meeting.)
• 11:59 p.m. Eastern Time on November 24, 2025 — Proxy Voting Deadline (Last time to vote by Internet or telephone before the Annual Meeting.)
• 3 — Proposals (Number of key matters to be voted on at the Annual Meeting.)

Key Players & Entities

• New Horizon Aircraft Ltd. (company) — Registrant and company holding the Annual Meeting
• MNP LLP (company) — Proposed auditor and independent registered public accounting firm
• E. Brandon Robinson (person) — Chief Executive Officer and proxyholder
• Jason O'Neill (person) — Chief Operating Officer
• Brian Merker (person) — Chief Financial Officer
• SEC (regulator) — U.S. Securities and Exchange Commission
• Nasdaq Stock Market LLC (regulator) — Exchange requiring annual shareholder meetings
• Continental Stock Transfer & Trust Company (company) — Transfer agent for Class A Ordinary Shares
• 43,355,189 (dollar_amount) — Number of Class A Ordinary Shares issued and outstanding on record date
• 14,451,730 (dollar_amount) — Number of votes required for a quorum (33 1/3% of outstanding shares)

FAQ

Industry Context

The aerospace industry is characterized by long product development cycles, significant capital investment, and stringent regulatory oversight. Companies like New Horizon Aircraft Ltd. operate in a competitive landscape that includes both established global players and emerging manufacturers. Key trends include the demand for fuel-efficient aircraft, advancements in materials science, and the increasing integration of digital technologies in aircraft design and manufacturing.

Regulatory Implications

As a publicly traded company, New Horizon Aircraft Ltd. is subject to SEC regulations, including requirements for financial reporting and corporate governance. The appointment of an independent auditor is a critical compliance step. Changes to stock purchase plans may also be subject to specific regulatory approvals or guidelines.

What Investors Should Do

1. Review the Proxy Statement and Annual Report
2. Vote on all proposals
3. Attend the virtual Annual Meeting
4. Submit proxy votes by the deadline

Key Dates

• 2025-11-25: Annual Meeting of Shareholders — Shareholders will vote on director elections, auditor appointment, and the Employee Stock Purchase Plan.
• 2025-10-21: Record Date — Determined which shareholders are entitled to vote at the Annual Meeting.
• 2025-05-31: Fiscal Year End — The period for which the company's audited consolidated financial statements are presented.
• 2026-05-31: Next Fiscal Year End — The period for which MNP LLP is proposed as the independent auditor.
• 2028-11-25: Director Term End — The year until which the elected Class II directors will serve.
• 2025-10-27: Proxy Statement Date — Indicates when the proxy materials were dated and made available to shareholders.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document outlines the key matters shareholders will vote on at New Horizon Aircraft Ltd.'s 2025 Annual Meeting.)

Class II directors

Directors elected to serve a specific term, typically three years, and are part of a staggered board structure. (Two Class II directors are up for election, with terms extending until 2028, ensuring board continuity.)

Independent registered public accounting firm

An external audit firm that is independent of the company and is responsible for auditing the company's financial statements. (Shareholders are asked to approve the appointment of MNP LLP as the auditor for the fiscal year ending May 31, 2026.)

Employee Stock Purchase Plan

A plan that allows employees to purchase company stock, often at a discount, which can incentivize them and align their interests with shareholders. (Shareholders will vote on approving the New Horizon Aircraft Ltd. Employee Stock Purchase Plan.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A quorum of 14,451,730 votes is required for the Annual Meeting to proceed.)

Proxy card

A document that allows a shareholder to authorize another person to vote their shares on their behalf. (Shareholders receive a proxy card and can use it to vote their shares for or against the proposals.)

Named executive officers

The top executive officers of a company whose compensation and other details are disclosed in SEC filings. (The CEO, COO, and CFO are identified as the named executive officers for this filing.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting, with the Annual Report covering the fiscal year ended May 31, 2025. Specific comparative metrics to the previous year's filing (e.g., revenue growth, margin changes) are not detailed within the provided excerpt. However, the focus on electing directors, appointing auditors, and approving an Employee Stock Purchase Plan indicates ongoing corporate governance and strategic initiatives.

Key Financial Figures

• $10,000 — odali an estimated fee of approximately $10,000 as well as reasonable and customary doc

Filing Documents

• ea0261477-03.htm (DEF 14A) — 1044KB
• thorizon_logo.jpg (GRAPHIC) — 141KB
• tproxy_001.jpg (GRAPHIC) — 1251KB
• tproxy_002.jpg (GRAPHIC) — 1034KB
• 0001213900-25-102597.txt ( ) — 7051KB
• hovr-20251024.xsd (EX-101.SCH) — 9KB
• hovr-20251024_lab.xml (EX-101.LAB) — 33KB
• ea0261477-03_htm.xml (XML) — 8KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 28 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 30 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 30 MANAGEMENT CONTRACTS 30 CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS 31 EXECUTIVE OFFICERS 34

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 35 PROPOSAL 3 — APPROVAL OF THE NEW HORIZON AIRCRAFT LTD. EMPLOYEE STOCK PURCHASE PLAN 45 SHAREHOLDER PROPOSALS 47 OTHER MATTERS 49 CONTACT FOR QUESTIONS AND ASSISTANCE WITH VOTING 50 ANNEX A A-1 i Table of Contents NEW HORIZON AIRCRAFT LTD. 3187 Highway 35 Lindsay, Ontario, K9V 4R1 (613) 866-1935 PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS INTRODUCTION 2025 Annual Meeting of Shareholders This proxy statement and associated proxy card are furnished in connection with the solicitation of proxies to be voted at the 2025 Annual Meeting of Shareholders (the "Annual Meeting") of New Horizon Aircraft Ltd. ("we," "us," or the "Company"), which will be held on Tuesday, November 25, 2025, at 10:00 a.m. Eastern Time virtually via the Internet at https://www.cstproxy.com/newhorizonaircraft/2025 . You will need to enter the 12 -digit control number received with your proxy card to enter the Annual Meeting via the online web portal. By visiting this website, you may attend the Annual Meeting virtually online, vote your shares electronically and submit your questions to management during the Annual Meeting. This proxy statement for the Annual Meeting (the "Proxy Statement") and our Annual Report on Form 10 -K for the year ended May 31, 2025 (the "Annual Report") are available to shareholders at www.proxyvote.com . The Proxy Statement contains important information about the Annual Meeting and each of the proposals. Whether or not you plan to attend the Annual Meeting, the Company urges you to read this material carefully and vote your shares. This Proxy Statement for the Annual Meeting is dated October 27, 2025 and is being distributed or made available to shareholders on or about that date. Proposals to be Voted on at the Annual Meeting The following matters are scheduled to be voted on at the Annual Meeting: Proposal 1: To elect two Class II directors nominated by our board of directors (the "Board") and n

View Full Filing

View this DEF 14A filing on SEC EDGAR