New Horizon Aircraft Ltd. Files IPO Amendment

TL;DR

Horizon Aircraft IPO filing updated. Get ready.

AI Summary

New Horizon Aircraft Ltd. filed an S-1/A amendment on June 24, 2024, for its initial public offering. The company, previously known as Pono Capital Three, Inc., is incorporated in British Columbia and operates in the aircraft manufacturing sector. The filing provides updated information for its registration statement.

Why It Matters

This filing indicates New Horizon Aircraft Ltd. is moving forward with its public offering, which could bring new investment into the aviation manufacturing sector.

Risk Assessment

Risk Level: medium — As a company undergoing an IPO, there is inherent risk associated with its future performance and market reception.

Key Numbers

• 333-280086 — SEC Registration Number (Identifies the registration statement for this offering.)

Key Players & Entities

• New Horizon Aircraft Ltd. (company) — Registrant
• Pono Capital Three, Inc. (company) — Former company name
• June 24, 2024 (date) — Filing date
• Brandon Robinson (person) — Chief Executive Officer
• 333-280086 (dollar_amount) — SEC Registration Number

FAQ

Key Financial Figures

• $3.5 million — ering on a firm commitment basis, up to $3.5 million of our Class A ordinary shares, no par
• $0 — d to the public in this offering, minus $0.00001, and each Pre-funded Warrant is e
• $0.00001 — mmon Share and has an exercise price of $0.00001 per share. For each Pre-funded Warrant
• $0.74 — ommon Share and accompanying warrant is $0.74. The warrants are exercisable at an exe
• $0.02 — losing price of our Public Warrants was $0.02. We are an "emerging growth company"
• $1.235 billion — ear after our annual gross revenues are $1.235 billion or more; (3) the date on which we have,
• $1.0 billion — ous three-year period, issued more than $1.0 billion in non-convertible debt securities; or
• $3.3 m — rom this offering will be approximately $3.3 million, or approximately $3.7 million if
• $3.7 million — ximately $3.3 million, or approximately $3.7 million if the underwriters exercise their opti

Filing Documents

• ea0208109-s1a1_newhorizon.htm (S-1/A) — 2600KB
• ea020810901ex1-1_newhoriz.htm (EX-1.1) — 196KB
• ea020810901ex4-5_newhoriz.htm (EX-4.5) — 127KB
• ea020810901ex4-6_newhoriz.htm (EX-4.6) — 126KB
• ea020810901ex5-1_newhoriz.htm (EX-5.1) — 18KB
• ea020810901ex23-1_newhoriz.htm (EX-23.1) — 2KB
• ea020810901ex23-2_newhoriz.htm (EX-23.2) — 2KB
• ea020810901ex-fee_newhoriz.htm (EX-FILING FEES) — 50KB
• image_001.jpg (GRAPHIC) — 7KB
• image_002.jpg (GRAPHIC) — 3KB
• image_003.jpg (GRAPHIC) — 32KB
• image_004.jpg (GRAPHIC) — 21KB
• ex5-1_001.jpg (GRAPHIC) — 11KB
• ex23-2_001.jpg (GRAPHIC) — 13KB
• 0001213900-24-055017.txt ( ) — 9296KB
• hovr-20240229.xsd (EX-101.SCH) — 82KB
• hovr-20240229_cal.xml (EX-101.CAL) — 45KB
• hovr-20240229_def.xml (EX-101.DEF) — 372KB
• hovr-20240229_lab.xml (EX-101.LAB) — 639KB
• hovr-20240229_pre.xml (EX-101.PRE) — 386KB
• ea0208109-s1a1_newhorizon_htm.xml (XML) — 739KB

Underwriting

Underwriting discounts and commissions (1) $ $ Proceeds to us, before expenses $ $ (1) We refer you to the section titled "Underwriting" beginning on page 97 for additional information regarding underwriting compensation. We have granted to the underwriters an option to purchase up to 709,459 additional Common Shares (or Pre-funded Warrants) and accompanying warrants to purchase 709,459 Common Shares (or Pre-funded Warrants), representing 15% of the total number of Common Shares and accompanying warrants to be offered in this offering (excluding shares and accompanying warrants subject to this option), exercisable at any time until 45 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the securities to purchasers on or about , 2024. Sole Book-Running Manager The date of this prospectus is , 2024 TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ii PROSPECTUS SUMMARY 1 THE OFFERING 5

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 35 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION 37 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 44 MARKET INFORMATION FOR COMMON SHARES, PUBLIC WARRANTS AND DIVIDEND POLICY 45

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 46

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PONO

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PONO 56 OUR BUSINESS 60 DIRECTORS AND EXECUTIVE OFFICERS 70

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 77 PRINCIPAL STOCKHOLDERS 86 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 88

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 92

UNDERWRITING

UNDERWRITING 97 EXPERTS 100 LEGAL MATTERS 100 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 100 WHERE YOU CAN FIND MORE INFORMATION 100 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or any information incorporated by reference herein. Neither we nor any of the underwriters has authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or incorporated by reference herein or any such free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We can provide no assurance as to the reliability of any other information that others may give you. Neither we nor any of the underwriters is making an offer to sell or seeking offers to buy these securities in any jurisdiction where or to any person to whom the offer or sale is not permitted. The information in this prospectus or incorporated by reference in this prospectus is accurate only as of the date on the front cover of this prospectus, and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of such free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, and any documents we incorporate by reference, contain certain forward-looking statements that involve substantial risks and uncertainties. All statements contained in this prospectus and any documents we incorporate by reference, other than statements of historical facts, are forward-looking statements including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth. These statements involve known and unknown risks, uncert

Forward-looking statements appear in a number of places in this prospectus including, without

Forward-looking statements appear in a number of places in this prospectus including, without limitation, in the sections titled " 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 Pono " and " Our Business ." In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of our management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. All subsequent written and oral forward-looking statements concerning matters addressed in this prospectus and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking ii PROSPECTUS SUMMARY This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you

Use of proceeds

Use of proceeds We estimate that the net proceeds to us from this offering will be approximately $3.3 million, or approximately $3.7 million if the underwriters exercise their option to purchase additional shares in full, assuming a public offering price of $0.74 (which is the last reported sale price of our Common Shares on Nasdaq on June 18, 2024), assuming we sell only Common Shares and no Pre-funded Warrants and assuming no exercise of the warrants, and after deducting underwriting discounts and commissions, and excluding proceeds, if any, from the exercise of the warrants in this offering. We expect to use the net proceeds from the proceeds of this offering for working capital and general corporate purposes. See " Use of Proceeds ." Market for Common Shares and Public Warrants Our Common Shares and our Public Warrants are listed on the Nasdaq Capital Market under the symbols "HOVR" and "HOVRW," respectively. There is no established trading market for the Pre-funded Warrants or warrants in this offering, and we do not expect a trading market to develop. We do not intend to list the Pre-funded Warrants or warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the Pre-funded Warrants and warrants will be extremely limited.

Risk factors

Risk factors Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under " Risk Factors " and elsewhere in this prospectus. In this prospectus, unless otherwise indicated, the number of Common Shares outstanding as of June 18, 2024 and the other information based thereon: Does not reflect 1,697,452 Common Shares reserved for issuance under our 2023 Equity Incentive Plan; Does not reflect the exercise of warrants to pu

View Full Filing

View this S-1/A filing on SEC EDGAR