New Horizon Aircraft Ltd. Files S-1 for Public Offering

TL;DR

New Horizon Aircraft (fka Pono Capital Three) just filed an S-1. Looks like they're going public.

AI Summary

New Horizon Aircraft Ltd. filed an S-1 registration statement on June 10, 2024, indicating plans to offer securities. The company, formerly known as Pono Capital Three, Inc. until May 19, 2022, is incorporated in British Columbia and operates in the aircraft manufacturing sector. Its principal executive offices are located at 3187 Highway 35, Lindsay, Ontario.

Why It Matters

This S-1 filing signals New Horizon Aircraft Ltd.'s intention to raise capital through the public markets, which could fund expansion or new projects in the aviation industry.

Risk Assessment

Risk Level: medium — As a newly public company or one undergoing a significant transition, there's inherent risk associated with its future performance and market reception.

Key Players & Entities

• New Horizon Aircraft Ltd. (company) — Registrant
• Pono Capital Three, Inc. (company) — Former company name
• June 10, 2024 (date) — Filing date
• May 19, 2022 (date) — Date of name change
• Brandon Robinson (person) — Chief Executive Officer
• 3187 Highway 35 Lindsay, Ontario, K9V 4R1 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.72 — closing price of our Common Shares was $0.72. Our public warrants are listed on the
• $0.02 — losing price of our Public Warrants was $0.02. We are an "emerging growth company" a
• $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
• $1,739,122 — ating losses. Our operating losses were $1,739,122 and $1,246,899 for the years ended May
• $1,246,899 — ur operating losses were $1,739,122 and $1,246,899 for the years ended May 31, 2022 and 20

Filing Documents

• ea0205228-s1_newhorizon.htm (S-1) — 2534KB
• ea020522801ex23-1_newhoriz.htm (EX-23.1) — 2KB
• ea020522801ex23-2_newhoriz.htm (EX-23.2) — 2KB
• ea020522801ex-fee_newhoriz.htm (EX-FILING FEES) — 21KB
• image_001.jpg (GRAPHIC) — 19KB
• image_002.jpg (GRAPHIC) — 7KB
• image_003.jpg (GRAPHIC) — 154KB
• image_004.jpg (GRAPHIC) — 77KB
• ex23-2_001.jpg (GRAPHIC) — 13KB
• 0001213900-24-051250.txt ( ) — 9112KB
• hovr-20240229.xsd (EX-101.SCH) — 82KB
• hovr-20240229_cal.xml (EX-101.CAL) — 46KB
• hovr-20240229_def.xml (EX-101.DEF) — 371KB
• hovr-20240229_lab.xml (EX-101.LAB) — 638KB
• hovr-20240229_pre.xml (EX-101.PRE) — 385KB
• ea0205228-s1_newhorizon_htm.xml (XML) — 739KB

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 34 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION 35 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 42 MARKET INFORMATION FOR COMMON SHARES, PUBLIC WARRANTS AND DIVIDEND POLICY 43

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 44

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 54 OUR BUSINESS 58 DIRECTORS AND EXECUTIVE OFFICERS 68

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 75 PRINCIPAL STOCKHOLDERS 84 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 86

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 90

UNDERWRITING

UNDERWRITING 95 EXPERTS 97 LEGAL MATTERS 97 WHERE YOU CAN FIND MORE INFORMATION 97 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, uncertainties and other important factors that may cause our

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 $ , or approximately $ if the underwriters exercise their option to purchase additional shares in full, assuming a public offering price of $ (which is the last reported sale price of our Common Shares on Nasdaq on , 2024), 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 warrants in this offering, and we do not expect a trading market to develop. We do not intend to list the warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the 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 7, 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 purchase up to 15,443,305 Common Shares; and Assumes no exercise of the underwriters' option to purchase additional Common Shares and warrants. Except as otherwise indicated, the information in this prospectus assumes no exercise of any warrants to be issued in this offering. 5

RISK FACTORS

RISK FACTORS You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this prospectus, including the consolidated financial statements and the accompanying notes and matters addressed in the section titled "Cautionary Note Regarding Forward-Looking Statements," in evaluating an investment in our securities. The following risk factors apply to the business and operations of the Company and its consolidated subsidiaries. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have an adverse effect on our business, cash flows, financial condition and results of operations. We may face additional risks and uncertainties that are not presently known to us or that we currently deem immaterial, which may also impair our business, cash flows, financial condition and results of operations. Risks Related to Our Business and Industry We have incurred losses and expect to incur significant expenses and continuing losses for the foreseeable future, and we may not achieve or maintain profitability. We have incurred significant operating losses. Our operating losses were $1,739,122 and $1,246,899 for the years ended May 31, 2022 and 2023, respectively. We expect to continue to incur losses for the foreseeable future as we develop our aircraft. We have not yet started commercial operations, making it difficult for us to predict our future operating results, and we believe that we will continue to incur operating losses until at least the time we begin commercial operations. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability. We expect our operating expenses to significantly increase over the next several years as we complete our aircraft desi

View Full Filing

View this S-1 filing on SEC EDGAR