New Horizon Aircraft Ltd. Files Amendment to S-1 Registration Statement

TL;DR

<b>New Horizon Aircraft Ltd. has filed an amendment to its S-1 registration statement, indicating ongoing efforts to become a publicly traded entity.</b>

AI Summary

New Horizon Aircraft Ltd. (HOVRW) filed a Amended IPO Registration (S-1/A) with the SEC on April 8, 2024. New Horizon Aircraft Ltd. filed an S-1/A (Amendment No. 1) on April 8, 2024. The company's principal executive offices are located at 3187 Highway 35, Lindsay, Ontario, K9V 4R1. The filing is a registration statement under the Securities Act of 1933. The company was formerly known as Pono Capital Three, Inc., with a name change on May 19, 2022. New Horizon Aircraft Ltd. is incorporated in British Columbia and has a fiscal year end of May 31.

Why It Matters

For investors and stakeholders tracking New Horizon Aircraft Ltd., this filing contains several important signals. This amendment signifies progress in the company's journey towards a public offering, potentially providing investors with an opportunity to participate in the aircraft manufacturing sector. The S-1 filing details the company's structure, business address, and legal framework, offering transparency for potential investors and stakeholders.

Risk Assessment

Risk Level: low — New Horizon Aircraft Ltd. shows low risk based on this filing. The filing is an S-1/A, which is an amendment to a registration statement, indicating it is part of an ongoing process rather than a completed transaction or a new event with immediate financial impact.

Analyst Insight

Monitor for further amendments or the effectiveness of the registration statement to assess potential investment opportunities in New Horizon Aircraft Ltd.

Key Numbers

• 333-277063 — SEC File Number (Registration No.)
• 20220519 — Date of Name Change (Former company name was Pono Capital Three, Inc.)
• 0531 — Fiscal Year End (Company's fiscal year end)
• 3721 — SIC Code (Primary Standard Industrial Classification Code Number)

Key Players & Entities

• New Horizon Aircraft Ltd. (company) — Registrant
• Pono Capital Three, Inc. (company) — Former company name
• Brandon Robinson (person) — Chief Executive Officer
• E. Peter Strand (person) — Copies to counsel
• Nelson Mullins Riley & Scarborough LLP (company) — Legal counsel
• 3187 Highway 35 (location) — Principal executive offices and business address
• Lindsay, Ontario, K9V 4R1 (location) — Principal executive offices and business address
• April 5, 2024 (date) — Filing date of Amendment No. 1

FAQ

Risk Factors

• Registration Statement Requirements [medium — regulatory]: The filing is an S-1/A, indicating it is an amendment to a registration statement, subject to SEC review and compliance with the Securities Act of 1933.
• Business Operations [medium — operational]: The company operates in the aircraft industry (SIC 3721), with its principal executive offices in Lindsay, Ontario.

Key Dates

• 2024-04-08: Filing of Amendment No. 1 to Form S-1 — Indicates progress in the registration process for a potential public offering.
• 2022-05-19: Date of Name Change — Company formerly known as Pono Capital Three, Inc.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC. (Indicates the company is updating or correcting information previously filed for a public offering.)

Securities Act of 1933

A U.S. federal law regulating the offer and sale of securities. (Governs the requirements for companies seeking to raise capital through public offerings.)

Key Financial Figures

• $11.50 — 0,000 warrants, at an exercise price of $11.50 per share (the " Public Warrants ") ori
• $6.00 — (as defined herein), which is at least $6.00 per share, issued to Meteora Capital Pa
• $10.00 — iness Combination (as defined below) at $10.00 per share, (ii) an aggregate of 5,600,9
• $25,000 — of Pono for aggregate consideration of $25,000, or approximately $0.005 per share, 100
• $0.005 — sideration of $25,000, or approximately $0.005 per share, 100,000 Incentive Shares (as
• $10.61 — e Business Combination at approximately $10.61 per share, and 565,375 Common Shares or
• $1.63 — ,734 Common Shares issued at a value of $1.63 per share to EF Hutton in partial satis
• $3.36 — ares issued to MZHCI, LLC at a value of $3.36 per share in satisfaction of fees earne
• $2.50 — oth Capital Partners, LLC at a value of $2.50 per share in satisfaction of fees earne
• $5.00 — ection with the Business Combination at $5.00 per share, and 300,000 Common Shares is
• $2.26 — ,000 Common Shares issued at a value of $2.26 per share and 225,000 Common Shares iss
• $2.85 — ,000 Common Shares issued at a value of $2.85 per share to Spartan Crest Capital Corp
• $11 — ares is less than the exercise price of $11.50, subject to adjustment as described
• $2.36 — s may experience potential profit up to $2.36 per share. Our Common Shares and our
• $0.05 — osing price for our Public Warrants was $0.05. We are an "emerging growth company"

Filing Documents

• ea0202635-s1a1_newhoriz.htm (S-1/A) — 2345KB
• ea020263501ex4-4_new.htm (EX-4.4) — 79KB
• ea020263501ex5-1_new.htm (EX-5.1) — 17KB
• ea020263501ex23-1_new.htm (EX-23.1) — 2KB
• ea020263501ex23-2_new.htm (EX-23.2) — 3KB
• ea020263501ex-fee_new.htm (EX-FILING FEES) — 37KB
• image_001.jpg (GRAPHIC) — 7KB
• image_002.jpg (GRAPHIC) — 154KB
• image_003.jpg (GRAPHIC) — 79KB
• ex5-1_001.jpg (GRAPHIC) — 13KB
• ex23-2_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-030902.txt (&nbsp;) — 6996KB
• hovr-20231231.xsd (EX-101.SCH) — 47KB
• hovr-20231231_cal.xml (EX-101.CAL) — 29KB
• hovr-20231231_def.xml (EX-101.DEF) — 239KB
• hovr-20231231_lab.xml (EX-101.LAB) — 402KB
• hovr-20231231_pre.xml (EX-101.PRE) — 247KB
• ea0202635-s1a1_newhoriz_htm.xml (XML) — 470KB

USE OF PROCEEDS

USE OF PROCEEDS 34 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 35 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 44 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 48

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NEW HORIZON

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NEW HORIZON 49 DESCRIPTION OF NEW HORIZON'S BUSINESS 58 DIRECTORS AND EXECUTIVE OFFICERS 67

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 74 PRINCIPAL STOCKHOLDERS 83 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 85

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 89 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 94 SELLING STOCKHOLDERS 97 PLAN OF DISTRIBUTION 100 EXPERTS 102 LEGAL MATTERS 102 WHERE YOU CAN FIND MORE INFORMATION 102 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC using a "shelf" registration process. By using a shelf registration statement, the Selling Securityholders may sell up to 10,562,939 Common Shares and up to 565,375 Warrants from time to time in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale of Common Shares or Warrants by the Selling Securityholders. This prospectus also relates to the issuance by up to 15,443,305 Common Shares upon the exercise of Warrants. We will receive the proceeds from any exercise of the Warrants for cash. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any of the Common Shares or Warrants, you should carefully read this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, together with the additional information described under " Where You Can Find More Information ." Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus and any prospectus supplement

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