Shindo Amends 13D Filing for New Horizon Aircraft

TL;DR

Shindo's switching from 13G to 13D for New Horizon Aircraft - could mean more involvement.

AI Summary

Dustin Shindo, through Hoku Corporation, has amended their Schedule 13D filing for New Horizon Aircraft Ltd. as of September 25, 2024. This amendment, filed on July 19, 2024, relates to the acquisition of Class A Ordinary Shares. Shindo previously filed a Schedule 13G, indicating this is a conversion to a 13D filing.

Why It Matters

This filing indicates a change in reporting from a passive 13G to an active 13D, suggesting Shindo may be taking a more involved stance or has crossed a reporting threshold for New Horizon Aircraft Ltd.

Risk Assessment

Risk Level: medium — The shift from a 13G to a 13D filing suggests a potential change in the reporting person's intentions or stake, which warrants closer monitoring.

Key Players & Entities

• Dustin Shindo (person) — Filing person
• New Horizon Aircraft Ltd. (company) — Subject company
• Hoku Corporation (company) — Filing entity's address
• MEHANA CAPITAL LLC (company) — Group member
• Pono Capital Three, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $11.50 — ordinary shares at an exercise price of $11.50 per share that are exercisable within 6
• $25,000 — uo;) for an aggregate purchase price of $25,000. On December 22, 2022, the Sponsor purc
• $206 — ares for an aggregate purchase price of $206, resulting in the Sponsor holding an ag
• $10.00 — se of the Option in full, at a price of $10.00 per Private Placement Unit. Each Privat
• $2,000,000 — hares ”) in an aggregate value of $2,000,000, representing 200,000 Subscription Shar
• $0.76 — l Market at a weighted average price of $0.76 per share. On September 13, Mr. Shindo
• $0.77 — l Market at a weighted average price of $0.77 per share. On September 17, 2024, Mr. S
• $0.80 — l Market at a weighted average price of $0.80 per share. On September 18, 2024, Mr. S
• $0.82 — l Market at a weighted average price of $0.82 per share. (d) No person other than t

Filing Documents

• ea0215695-13da1shindo_new.htm (SC 13D/A) — 90KB
• ea021569501ex99-3_new.htm (EX-99.3) — 31KB
• 0001213900-24-081880.txt ( ) — 123KB

Security and Issuer

Item 1. Security and Issuer. Item 1 of the Original Schedule 13D is hereby amended and restated as follows : This statement on Schedule 13D (this “ Statement ” ) is filed with respect to the Class A ordinary shares without par value ( “ Class A Ordinary Shares ” ), of New Horizon Aircraft Ltd., a British Columbia company (the “ Issuer ” ), formerly known as “Pono Capital Three, Inc.” The address of the principal executive offices of the Issuer is 3187 Highway 35, Lindsay, Ontario, K9V 4R1. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Item 2 of the Original Schedule 13D is hereby amended and restated as follows :

Identity and Background

Item 2. Identity and Background. (a) This Statement is filed by the following persons . i. Dustin Shindo; and ii. Mehana Capital LLC (the “ Sponsor ”). Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D. This Schedule 13D is filed jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934. (b) The address of each Reporting Person is 4348 Waialae Ave., #102632, Honolulu, Hawaii 96813. (c) Dustin Shindo is the Manager of the Sponsor. The Sponsor was formed and registered for the object and purpose of acting as the sponsor of Pono Capital Three, Inc. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Dustin Shindo is a citizen of the United States. The Sponsor is a Delaware limited liability company. CUSIP No. 64550A107 13D/A Page 5 of 8 Pages Item 3 of the Original Schedule 13D is hereby amended and restated as follows :

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration. On May 17, 2022, the Sponsor purchased from Pono Capital Three, Inc. ( “ Pono ” ), 2,875,000 Class B Ordinary Shares (the “ Founder Shares ”) for an aggregate purchase price of $25,000. On December 22, 2022, the Sponsor purchased an additional 2,060,622 Founder Shares for an aggregate purchase price of $206, resulting in the Sponsor holding an aggregate of 4,935,622 Founder Shares. On February 14, 2023, simultaneously with the consummation of Pono’s initial public offering, Pono consummated the private placement of 565,375 units (the “ Private Placement Units ”) to the Sponsor, which amount includes 54,000 Private Placement Units purchased in connection with the Underwriters’ exercise of the Option in full, at a price of $10.00 per Private Placement Unit. Each Private Placement Unit consists of one Pono Class A ordinary share and one redeemable warrant, resulting in the Sponsor holding an aggregate of 565,375 Pono Class A ordinary shares and 565,375 warrants to purchase 565,375 Pono Class A ordinary shares (the “ Private Placement Warrants ”). On January 3, 2024, Pono entered into a certain subscription agreement (the “ Subscription Agreement ”) with a certain investor pursuant to which such investor agreed to purchase, immediately prior to the closing of the Business Combination, Class A ordinary shares of Pono (such shares, collectively, “ Subscription Shares ”) in an aggregate value of $2,000,000, representing 200,000 Subscription Shares at a price of $10.00 per share. As an inducement to enter into the Subscription Agreement, and upon the consummation of the Business Combination, the Sponsor received an aggregate of 100,000 incentive shares.

below summarizes certain provisions of

Item 4 below summarizes certain provisions of the Business Combination Agreement (as defined below) that pertain to the securities acquired by the Reporting Persons. Pursuant to the Business Combination Agreement, upon consummation of the Business Combination (as defined below), the Pono Class A ordinary shares and Founder Shares, were converted into shares of Class A Ordinary Shares of the Issuer, and each Private Placement Warrant represents the right to purchase one Class A Ordinary Share of the Issuer at an exercise price of $11.50 per share. Item 4 of the Original Schedule 13D is hereby amended and restated as follows :

Purpose of Transaction

Item 4. Purpose of Transaction. Business Combination On January 12, 2024, pursuant to that certain Business Combination Agreement, dated as of August 15, 2023 (the “ Business Combination Agreement ”), entered into by and among Pono, Pono Three Merger Acquisitions Corp., a British Columbia company and wholly-owned subsidiary of the Company (“ Merger Sub ”) and Robinson Aircraft Ltd., d/b/a Horizon Aircraft (“ Horizon ”), the Company continued and de-registered from the Cayman Islands and redomesticated as a British Columbia company (the “ SPAC Continuance ”) and Merger Sub amalgamated (the “ Amalgamation ,” together with the other transactions contemplated by the Business Combination Agreement, the “ Business Combination ”) with Horizon (the resulting company, “ Amalco ”), with Amalco being the wholly-owned subsidiary of the Company. Upon completion of the Amalgamation, the Company changed its name to “New Horizon Aircraft Ltd.” As a result of the Business Combination, the Sponsor received 5,600,997 Class A Ordinary Shares of the Issuer. The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as an exhibit to this Statement and is incorporated herein by reference. All of the Class A Ordinary Shares that are held of record by the Sponsor that may be deemed to be beneficially owned by the Reporting Persons, as reported herein, are held for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time, to acquire additional shares of Class A Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Class A Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reportin

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Dustin Shindo (a) – (b) Amount beneficially owned: 3,345,063 Percent of Class: 15.2% Number of shares the Reporting Person has: Sole power to vote or direct the vote: 2,102,938 Shared power to vote: 1,242,125 Sole power to dispose or direct the disposition of: 2,102,938 Shared power to dispose or direct the disposition of: 1,242,125 The above percentage is based on 21,407,931 Class A ordinary shares issued and outstanding following the completion of the Issuer’s offering, as disclosed in the Final Prospectus dated August 19, 2024, filed by the Issuer with the Securities and Exchange Commission on August 20, 2024. Dustin Shindo is the Manager of the Sponsor. Dustin Shindo may be deemed to share voting and investment power with regard to the shares held directly by the Sponsor, but disclaims beneficial ownership in the shares held by the Sponsor, except to the extent of any pecuniary interest in such securities. Mehana Capital LLC (a) – (b) Amount beneficially owned: 1,242,125 Percent of Class: 5.8% Number of shares the Reporting Person has: Sole power to vote or direct the vote: 0 Shared power to vote: 1,242,125 Sole power to dispose or direct the disposition of: 0 Shared power to dispose or direct the disposition of: 1,242,125 The above percentage is based on 21,407,931 Class A ordinary shares issued and outstanding following the completion of the Issuer’s offering, as disclosed in the Final Prospectus dated August 19, 2024, filed by the Issuer with the Securities and Exchange Commission on August 20, 2024. (c) Except as disclosed below, the Reporting Persons have not effected any transactions in the Issuer’s Class A Ordinary Shares in the past 60 days. On July 19, 2024, the Sponsor distributed, without consideration, to certain of its members on a pro rata basis, 2,769,497 Class A Ordinary Shares and 565,375 Private Placement Warrants held by the

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Registration Rights Agreement On the Closing Date, in connection with the consummation of the Business Combination, Pono, Horizon, the Sponsor, the executive officers and directors of Pono immediately prior to the consummation of the Business Combination (with such executive officers and directors, together with the Sponsor, the “ Sponsor Parties ”), and a certain existing shareholder of Horizon (such party, together with the Sponsor Parties, the “ Investors ”) enter into a registration rights agreement (the “ Registration Rights Agreement ”) to provide for the registration of the Issuer’s Class A Ordinary Shares issued to them in connection with the Business Combination. The Investors are entitled to (i) make three written demands for registration under the Securities Act of all or part of their shares and (ii) “piggy-back” registration rights with respect to registration statements filed following the consummation of the Business Combination. The Issuer will bear the expenses incurred in connection with the filing of any such registration registering the Reporting Persons’ Class A Ordinary Shares, the Private Placement Warrants, and the Class A Ordinary Shares underlying such Private Placement Warrants. Transfer and Release Agreements On September 9, 2024, the Sponsor entered into Transfer and Release Agreements with the Releasors, who were members of Mehana Equity, which was the Sponsor in that certain business combination that was consummated on February 3, 2023 pursuant to that Agreement and Plan of Merger, dated as of September 7, 2022, by and among Pono Capital Corp., Mehana Equity, AERWINS Technologies Inc. and the representatives named therein. Pursuant

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. 1.

Business

Business Combination Agreement, dated August 15, 2023, by and among Pono, Merger Sub and Horizon. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Pono Capital Three, Inc, now known as New Horizon Aircraft Ltd., on August 15, 2023). 2. Registration Rights Agreement, dated as of January 12, 2024, by and among New Horizon Aircraft Ltd., Mehana Capital, LLC, and the other parties thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by New Horizon Aircraft Ltd. on January 19, 2024). 3. Form of Transfer and Release Agreement. CUSIP No. 64550A107 13D/A Page 8 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 25, 2024 By: /s/ Dustin Shindo Name: Dustin Shindo Mehana Capital LLC By: /s/ Dustin Shindo Name: Dustin Shindo Title: Manager

View Full Filing

View this SC 13D/A filing on SEC EDGAR