HOVRW New Horizon Aircraft Ltd

As filed with the Securities and Exchange Commission on March 28, 2025

Registration No. 333-          

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-3

 

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

 

New Horizon Aircraft Ltd.

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada		98-1786743
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

3187 Highway 35

Lindsay, Ontario K9V 4R1
(613) 866-1935

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Brandon Robinson

Chief Executive Officer

7219 Eventrail Drive

Powell, OH, 43065

Telephone: (613) 866-1935

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

E. Peter Strand Nelson Mullins Riley & Scarborough LLP 101 Constitution Avenue NW, Suite 900 Washington, DC 20001 Telephone: (202) 689-2800

 

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

EXPLANATORY NOTE AND STATEMENT PURSUANT TO RULE 429

 

Pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus (the “Prospectus”) that is a part of this registration statement (the “S-3 Registration Statement”) is a combined prospectus which relates to: (i) the registration statement on Form S-1 (Registration No. 333-277063), which was originally filed by New Horizon Aircraft Ltd. (“Horizon,” the “Company,” “we,” “us,” “our”) with the U.S. Securities and Exchange Commission (the “SEC”) on February 14, 2024 and declared effective on May 10, 2024 and October 2, 2024 (the “Registration Statement I”), and (ii) the registration statement on Form S-1 (Registration No. 333-280086), which was originally filed by the Company with the SEC on June 10, 2024 and declared effective on August 19, 2024 (the “Registration Statement II” and, together with Registration Statement I, the “Prior Registration Statements”).

 

 

This S-3 Registration Statement registers: (i) (x) the primary issuance by the Company of up to an aggregate of 12,065,375 of the Company’s Class A ordinary shares, without par value (“Common Shares”) issuable upon the exercise of warrants, and (y) the offer and resale from time to time by the selling security holders named herein of up to (a) 10,562,939 Common Shares and (b) 565,375 private placement warrants, which are exercisable at a price of $11.50 per share, all of which were originally registered on Registration Statement I; (ii) the primary issuance of (x) 3,210,000 warrants to purchase Common Shares, which are exercisable at a price of $0.75 per share (the “Common Warrants”) and (y) 3,210,000 Common Shares underlying the Common Warrants, all of which were originally registered on Registration Statement II; and (iii) the offer and resale from time to time by the selling security holders named herein of (x) 4,166,667 Common Shares, (y) 4,500 Series A preferred shares of the Company (the “Series A Preferred Shares”), and (z) up to 10,000,000 Common Shares issuable upon conversion of the Series A Preferred Shares.

 

This registration statement is also being filed to convert the Prior Registration Statements into a Registration Statement on Form S-3. Pursuant to Rule 429 under the Securities Act, this S-3 Registration Statement also constitutes a post-effective amendment to the Prior Registration Statements, and such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this S-3 Registration Statement in accordance with Section 8(c) of the Securities Act.

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED MARCH 28, 2025

 

New Horizon Aircraft Ltd.

 

 

Primary Offering of

Up to 15,275,375 Class A Ordinary Shares Upon the Exercise of Warrants

3,210,000 Common Warrants

 

Secondary Offering of

Up to 24,729,606 Class A Ordinary Shares

Up to 565,375 Warrants

4,500 Series A Preferred Shares

 

This prospectus relates to the primary issuance by us of up to an aggregate of 15,275,375 Class A ordinary shares, without par value (the “Common Shares”), of New Horizon Aircraft Ltd. (the “Company” or “New Horizon”), which consists of (i) up to 11,500,000 Common Shares issuable upon the exercise of 11,500,000 warrants, at an exercise price of $11.50 per share (the “Public Warrants”) originally issued in the initial public offering of Pono Capital Three, Inc., a Cayman Islands exempted entity (“Pono”), (ii) up to an aggregate of 565,375 Common Shares issuable upon the exercise of 565,375 warrants, at an exercise price of $11.50 per share (the “Placement Warrants”) that made up part of the private units originally issued in a private placement in connection with Pono’s initial public offering, (iii) up to 3,210,000 Common Shares issuable upon the exercise of 3,210,000 warrants, at an exercise price of $0.75 per share (the “Common Warrants” and, together with the Public Warrants and the Placement Warrants, the “Warrants”) that were sold in a public offering of the Company that closed on August 21, 2024 (the “August Offering”), and (iv) 3,210,000 Common Warrants. We will receive the proceeds from any exercise of the Warrants for cash.

 

This prospectus also relates to the offer and resale from time to time, upon the expiration of lock-up agreements, if applicable, by: (a) the selling shareholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Shareholders”) of up to an aggregate of 24,729,606 Common Shares, consisting of (i) 200,000 shares of Common Stock, issued in a private placement to the PIPE Investor (as defined below) pursuant to the terms of the Subscription Agreement, dated December 27, 2023, in connection with the Business Combination (as defined below) at $10.00 per share, (ii) an aggregate of 5,600,997 Common Shares issued to Mehana Capital, LLC (the “Sponsor”) and its affiliates, including 4,935,622 Common Shares originally issued as Class B ordinary shares in connection with the initial public offering of Pono for aggregate consideration of $25,000, or approximately $0.005 per share, 100,000 Incentive Shares (as defined herein) transferred to Sponsor in connection with the Business Combination at approximately $10.61 per share, and 565,375 Common Shares originally issued to Sponsor as part of the Placement Units issued to Sponsor in connection with Pono’s initial public offering at $10.00 per unit, (iii) 103,500 Common Shares issued to the underwriter in Pono’s initial public offering (the “Representative”), in connection with Pono’s initial public offering, at $10.00 per share (the “Representative Shares”), (iv) 1,349,413 Common Shares issued to vendors in connection with the closing of the Business Combination, including an aggregate of 103,500 Common Shares issued at $10.00 per share to the Representative in partial satisfaction of deferred underwriting commissions payable upon Pono’s completion of its initial business combination, 265,734 Common Shares issued at a value of $1.63 per share to the Representative in partial satisfaction of deferred underwriting commissions payable upon Pono’s completion of its initial business combination, 40,179 shares issued to MZHCI, LLC at a value of $3.36 per share in satisfaction of fees earned in connection with the Business Combination, 400,000 Common Shares issued to Roth Capital Partners, LLC at a value of $2.50 per share in satisfaction of fees earned in connection with the Business Combination, 15,000 Common Shares issued to Benjamins Securities in satisfaction of fees owed to them for services provided in connection with the Business Combination at $5.00 per share, and 300,000 Common Shares issued at a value of $2.26 per share and 225,000 Common Shares issued at a value of $2.85 per share to Spartan Crest Capital Corp. as consideration for fees earned in connection with continuing consulting services, (v) an aggregate of 2,921,534 Common Shares, which were received as Exchange Consideration (as defined herein) in connection with the Business Combination by certain of the Company’s insiders at a price of approximately $10.61 per share, and which were subject to six month lock-up restrictions set forth herein, (vi) an aggregate of 387,495 Common Shares issued at a value of $10.00 per share to Meteora in connection with the FPA Arrangement (as defined herein), (vii) an aggregate of 4,166,667 Common Shares issued at a value of $0.36 per share in a private placement that closed on December 19, 2024 (the “Canso Financing”), and (viii) up to 10,000,000 Common Shares issuable upon the conversion of 4,500 Series A preferred shares of the Company (the “Series A Preferred Shares”) sold in the Canso Financing; (b) the Selling Shareholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) of 4,500 Series A Preferred Shares issued at a price of $1,000 per share in connection with the Canso Financing; and (b) the selling warrant holders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Warrantholders” and, together with the Selling Shareholders and including their permitted transferees, the “Selling Securityholders”) of up to an aggregate of 565,375 Placement Warrants.

 

 

On January 12, 2024, Pono completed a series of transactions that resulted in the combination (the “Business Combination”) of Pono with Robinson Aircraft, Ltd. d/b/a Horizon Aircraft (“Horizon”) pursuant to the previously announced Business Combination Agreement (the “BCA”), dated August 15, 2023, by and among Pono, Pono Three Merger Acquisitions Corp., a British Columbia company and wholly-owned subsidiary of Pono (“Merger Sub”) and Horizon, following the approval at the extraordinary general meeting of the shareholders of Pono held on January 4, 2024 (the “Special Meeting”). On January 10, 2024, pursuant to the BCA, Pono was continued and de-registered from the Cayman Islands and redomesticated as a British Columbia company on January 11, 2024 (the “SPAC Continuation”). Pursuant to the BCA, on January 12, 2024, Merger Sub and Horizon were amalgamated under the laws of British Columbia, and Pono changed its name to New Horizon Aircraft Ltd. As consideration for the Business Combination, the Company issued to Horizon shareholders an aggregate of 9,419,084 Class A ordinary shares (the “Exchange Consideration”), including 282,573 shares that were held in escrow  for purchase price adjustments under the BCA and subsequently released from escrow pursuant to the terms of the BCA, and 754,013 shares issued to the PIPE investor or his designees, as set forth below.

 

Simultaneous with the closing of the Business Combination, New Horizon also completed a series of private financings, issuing and selling 200,000 Common Shares in a private placement to a PIPE investor (the “PIPE Investor”), issued 103,500 Common Shares to the Representative, in partial satisfaction of the deferred underwriting commission due from Pono’s initial public offering, and assumed options issued by Horizon to purchase 585,230 Common Shares.

 

On August 21, 2024, the Company closed a firm commitment underwritten public offering of units at a public offering price of $0.50 per unit, with each unit consisting of: (i) either one Common Share or one pre-funded warrant to purchase one Common Share; and (ii) one Common Warrant to purchase one Common Share at an exercise price of $0.75 per share.

 

On December 18, 2024, the Company entered into subscription agreements with Canso Investment Counsel Ltd., in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it, Canso Select Opportunities Corporation, and GRIP Investments Limited (each a “Purchaser” and, collectively the “Purchasers”), pursuant to which the Purchasers purchased an aggregate of 4,166,667 Common Shares at a price of $0.36 per share, and an aggregate of 4,500 Series A Preferred Shares of the Company at a price of $1,000 per share (the “Canso Financing”). The Series A Preferred Shares are convertible, at the option of the holder and without additional consideration, into Common Shares on a one for 2222.222222 basis. The Canso Financing closed on December 19, 2024.

 

As described herein, the Selling Securityholders named in this prospectus or their permitted transferees, may resell from time to time up to 24,729,606 Common Shares, 4,500 Series A Preferred Shares and 565,375 Warrants. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of our Common Shares or Warrants, except with respect to amounts received by us upon the exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of Common Shares or Warrants. See section entitled “Plan of Distribution” beginning on page 17 of this prospectus.

 

We believe the likelihood that the warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive is, among other things, dependent upon the market price of our Class A ordinary shares. If the market price for our Class A ordinary shares is less than the exercise price of the Warrants, subject to adjustment as described herein, we believe such holders will be unlikely to exercise their Warrants, as applicable. For additional information, see the section entitled “Risks Factors.”

 

 

The Common Shares being registered for resale in this prospectus represent a substantial percentage of our public float and of our outstanding Class A ordinary shares. The number of shares being registered in this prospectus (which include shares issuable upon exercise of the Warrants) represents approximately 128.1% of the total Class A ordinary shares outstanding as of March 28, 2025. In addition, the securities beneficially owned by the Sponsor represent approximately 17.9% of the total Class A ordinary shares outstanding, and this holder will have the ability to sell all of its shares pursuant to the registration statement of which this prospectus forms a part so long as it is available for use. The sale of the securities being registered in this prospectus, or the perception in the market that such sales may occur, could result in a significant decline in the public trading price of our Class A ordinary shares.

 

In addition, some of the shares being registered for resale were acquired by the Selling Securityholders for nominal consideration  or purchased for prices considerably below the Business Combination price and the current market price of the Class A ordinary shares. Even though the current market price is significantly below the price at the time of the Pono IPO, certain Selling Securityholders have an incentive to sell because they will still profit on sales due to the lower price at which they acquired their shares as compared to the public investors. In particular, the Sponsor may experience a positive rate of return on the securities they purchased due to the differences in the purchase prices described above, to the extent they acquired such securities for less than the relevant trading price, and the public securityholders may not experience a similar rate of return on the securities they purchased due to the differences in the purchase prices described above. Based on the last reported sale price of Class A ordinary shares referenced below, shares acquired for less than such last reported sale price, the Selling Securityholders may experience potential profit up to $0.58 per share.

 

Our Common Shares and our Public Warrants are listed on the Nasdaq Capital Market under the symbols “HOVR” and “HOVRW,” respectively. On March 27, 2025, the closing price of our Common Shares was $0.55 and the closing price for our Public Warrants was $0.03.

 

All amounts are in United States dollars (“USD”) unless specifically noted otherwise.

 

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

 

Investing in our Common Shares and Warrants is highly speculative and involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 5 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 date of this prospectus is                   , 2025.

 

 

TABLE OF CONTENTS

 

ABOUT THIS PROSPECTUS		ii
FREQUENTLY USED TERMS		iii
PROSPECTUS SUMMARY		1
THE OFFERING		4
RISK FACTORS		5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		6
USE OF PROCEEDS		7
DESCRIPTION OF SECURITIES		8
SELLING SECURITYHOLDERS		14
PLAN OF DISTRIBUTION		18
LEGAL MATTERS		20
EXPERTS		20
WHERE YOU CAN FIND MORE INFORMATION		20
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		21
PART II INFORMATION NOT REQUIRED IN PROSPECTUS		II-1
SIGNATURES		II-6

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission (the “SEC”) using a shelf registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the Common Shares issuable upon the exercise of Warrants. We will receive the proceeds from any exercise of the Warrants for cash. This prospectus provides you with a general description of the securities that are registered hereunder that may be offered by the Selling Securityholders. Each time we offer the securities, we and the Selling Securityholders will provide you with a prospectus supplement that will describe, among other things, the specific amounts and prices of the securities being offered and the terms of the offering.

 

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 or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

 

You should carefully read this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein as described below under the captions “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” before making a decision to invest in our securities.

 

You should rely only on the information set forth in or incorporated by reference into this prospectus and any accompanying prospectus supplement. We have not authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

 

We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

 

You should assume that the information in this prospectus, any prospectus supplement and the documents incorporated by reference herein and therein are accurate only as of the dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

This prospectus contains summaries of certain provisions contained in documents described in this prospectus. All of the summaries are qualified in their entirety by the actual documents, which you should review before making a decision to invest in our securities. Copies of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

 

 

FREQUENTLY USED TERMS

 

Unless otherwise stated in this prospectus, the terms “we,” “us,” “our” or “New Horizon” refer to New Horizon Aircraft Ltd., a British Columbia company, and its consolidated subsidiaries. In addition, in this prospectus:

 

“2023 Equity Incentive Plan” means the New Horizon Aircraft Ltd. 2023 Equity Incentive Plan, as amended.

 

“Amalgamation” means the amalgamation of Merger Sub and Horizon pursuant to the BCBCA.

 

“August Offering” means the underwritten public offering of the Company that closed on August 21, 2024

 

“BCA” or “Business Combination Agreement” means the Business Combination Agreement, dated August 15, 2023, by and among Pono, Merger Sub and Horizon.

 

“BCBCA” means the Business Corporations Act (British Columbia), as now in effect and as it may be amended from time to time.

 

“Board” means the board of directors of New Horizon.

 

“Business Combination” means the Amalgamation, and the other transactions contemplated by the BCA.

 

“Canso Financing” means the private placement of the Company that closed on December 19, 2024.

 

“Class A ordinary shares” means the Class A ordinary shares, no par value, of New Horizon.

 

“Class B ordinary shares” means the Class B ordinary shares, no par value, of New Horizon.

 

“Closing” means the closing of the Business Combination, which was completed on January 12, 2024.

 

“Code” means the United States Internal Revenue Code, as amended.

 

“Common Shares” means the Class A ordinary shares of New Horizon.

 

“Common Warrants” means the warrants issued on August 21, 2024, in the August Offering. Each whole Common Warrant entitles the holder thereof to purchase one Class A ordinary share for $0.75 per share.

 

“Continental” means Continental Stock Transfer & Trust Company, the transfer agent.

 

“Effective Time” means the effective time of the Amalgamation in accordance with the BCBCA.

 

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

 

“Founder Shares” means the 4,935,622 Common Shares, which were automatically converted at Closing from Class B ordinary shares owned by the Sponsor and Pono’s directors.

 

“FPA Arrangement” means the FPA and the FPA Funding Amount Subscription Agreement, and the transactions contemplated thereby.

 

 

“FPA” means the forward purchase agreement, dated August 15, 2023 (as amended by the forward purchase agreement confirmation amendment, dated February 14, 2024, and subsequently terminated on November 1, 2024, pursuant to the mutual termination agreement), by and between the Company and Meteora.

 

“FPA Funding Amount Subscription Agreement” means the subscription agreement, dated August 15, 2023, by and between the Company and Meteora.

 

“Horizon” means Robinson Aircraft Ltd.

 

“Horizon Common Shares” means the Class A Common Shares without par value in the authorized share structure of Horizon, the Class B Common Shares without par value in the authorized share structure of Horizon, and the Class C Common Shares without par value in the authorized share structure of Horizon.

 

“Horizon shareholders” refers to holders of shares of Horizon as of the time immediately before the Effective Time.

 

“Merger Sub” means Pono Three Merger Acquisitions Corp., a British Columbia company and a wholly-owned subsidiary of Pono.

 

“Meteora” means collectively, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital.

 

“Ordinary Shares” means any of the New Horizon ordinary shares.

 

“Placement Shares” means the Pono Class A ordinary shares included within the Placement Units;

 

“Placement Units” means 563,375 units issued to the Sponsor in the Private Placement. Each Placement Unit consisted of one Placement Share and one Placement Warrant.

 

“Placement Warrant” means the warrants included within the Placement Units. Each Placement Warrant entitles the holder thereof to purchase one Pono Class A ordinary share for $11.50 per share.

 

“Pono” means Pono Capital Three, Inc., which continued from a Cayman Island exempted company to a British Columbia company pursuant to the SPAC Continuance and was renamed “New Horizon Aircraft Ltd.” in connection with the Closing.

 

“Pono Charter” or “Charter” means Pono’s second amended and restated memorandum and articles of association, dated February 9, 2023.

 

“Pono IPO,” “IPO” or “Initial Public Offering” means Pono’s initial public offering that was consummated on February 14, 2023.

 

“Pono IPO Prospectus” means the final prospectus of Pono, dated as of February 9, 2023, and filed with the SEC pursuant to Rule 424(b) under the Securities Act on February 10, 2023 (File No. 333-268283).

 

“Pono ordinary shares” means the Class A ordinary shares, par value $0.0001 per share, of Pono and the Class B ordinary shares, par value $0.0001 per share, of Pono, prior to the Closing.

 

“Pono Shareholders Meeting” means the extraordinary general meeting of the shareholders of Pono, which was held virtually at 10:00 a.m., Pacific Time, on January 4, 2024.

 

 

“Private Placement” means the private placement consummated simultaneously with the Pono IPO in which Pono issued to the Sponsor the Placement Units.

 

“Public Shares” means Class A ordinary shares included in the Public Units and Class A ordinary shares underlying the Public Warrants.

 

“Public Units” means units issued in the Pono IPO, including any over-allotment securities acquired by Pono’s underwriters, consisting of one Public Share and one Public Warrant.

 

“Public Warrants” means warrants underlying the Public Units issued in the Pono IPO. Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share.

 

“Redemption” means the right of the holders of Class A ordinary shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus and the Pono Charter.

 

“Representative” means EF Hutton LLC, the representative of the underwriters in Pono’s IPO.

 

“SEC” means the U.S. Securities and Exchange Commission.

 

“Securities” means the Common Shares and Warrants.

 

“Securities Act” means the United States Securities Act of 1933, as amended.

 

“Series A Preferred Shares” means the 4,500 Series A preferred shares of the Company sold at a price of $1,000 per share in the Canso Financing.

 

“Sponsor” means Mehana Capital LLC.

 

“Trust Account” means the trust account of Pono, which holds the net proceeds of the Pono IPO, including from over-allotment securities sold by Pono’s underwriters, and the sale of the Placement Units, together with interest earned thereon, less amounts released to pay tax obligations and up to $100,000 for dissolution expenses, and amounts paid pursuant to redemptions.

 

“U.S. GAAP” means generally accepted accounting principles in the United States.

 

“Units” means units consisting of a Class A ordinary share and a warrant to purchase a Class A ordinary share, sold together as a unit in the Pono IPO (the “Public Units”) or in the private placement that occurred simultaneously with the consummation of the Pono IPO (the “Placement Units”).

 

“Warrant Agreement” means the Warrant Agreement, dated February 9, 2023, by and between Pono and Continental Stock Transfer & Trust Company.

 

“Warrants” means any of the Public Warrants, the Placement Warrants and the Common Warrants.

 

 

RISK FACTORS

 

An investment in our securities involves a high degree of risk. You should carefully read and review the risk factors discussed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, the risk factors discussed under the caption “Risk Factors” in any accompanying prospectus supplement, and any risk factors discussed in our other filings with the SEC which are incorporated by reference into this prospectus and any accompanying prospectus supplement before investing in our securities. These risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also materially and adversely affect us. If any of the risks or uncertainties described in our most recent Annual Report on Form 10-K, any accompanying prospectus supplement or our other filings with the SEC or if any additional risks and uncertainties actually occur, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that case, the trading price of our securities could decline, and you could lose all or part of your investment.

 

 

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 actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

 

Forward-looking statements appear in a number of places in this prospectus and the documents incorporated by reference herein, including, without limitation, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” 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 statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

 

 

USE OF PROCEEDS

 

All of the Common Shares offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. The Company will not receive any of the proceeds from these sales.

 

The Company will receive up to an aggregate of approximately $141.2 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. The Company expects to use the net proceeds from the exercise such warrants for other general corporate purposes. There is no assurance that the holders of the Warrants will elect to exercise any or all of such warrants. To the extent that warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of such warrants will decrease. See “Description of Capital Stock” for additional information regarding the warrants.

 

There is no assurance that the holders of the Warrants will elect to exercise any or all of the Warrants, which could impact our liquidity position. To the extent that the Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the Warrants will decrease. We believe the likelihood that Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive is, among other things, dependent upon the market price of our Common Shares. If the market price for our Common Shares is less than the applicable exercise price of the Warrants, subject to adjustment as described herein, we believe such holders will be unlikely to exercise their Warrants.

 

The Selling Securityholders will pay any underwriting fees, discounts and selling commissions incurred by such Selling Securityholders in disposing of their Common Shares. Pursuant to the Registration Rights Agreement, the Company will bear all other costs, fees and expenses incurred in effecting the registration of the Common Shares covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of counsel and independent registered public accountants.

 

 

DESCRIPTION OF SECURITIES

 

The following summary is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to the Articles. We urge you to read the full text of the Articles for a complete description of the rights and preferences of our securities.

 

We exist under the laws of the Province of British Columbia, Canada, and our affairs are governed by our Articles, as amended and restated from time to time, and the Business Corporations Act (British Columbia), which we refer to as the “BCBCA.” Pursuant to the Articles, our authorized share structure consists of an unlimited number of Class A ordinary shares without par value, an unlimited number of Class B ordinary shares without par value, and an unlimited number of preferred shares without par value (the “Preferred Shares”). 

 

The following summary is not complete and is subject to, and is qualified in its entirety by reference to, the provisions of our Articles.

 

Ordinary Shares

 

Holders of Ordinary Shares are entitled to receive notice of and to attend any meetings of shareholders of New Horizon and at any meetings of shareholders to cast one vote for each such Ordinary Share held. Holders of Ordinary Shares do not have cumulative voting rights. Save and except for certain conversion rights, as described below, the rights attaching to all Ordinary Shares rank pari passu in all respects, and the Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters. A simple majority of votes cast on a resolution is required to pass an ordinary resolution; however, if the resolution is a special resolution, two-thirds of the votes cast on the special resolution are required to pass it.

 

Holders of Class A ordinary shares are entitled, except as otherwise provided by law, to receive notice of, attend, and vote at all meetings of the shareholders of the Company, with each Class A ordinary share carrying one vote. With respect to dividends, each holder of a Class A ordinary share will be entitled, subject to the special rights and restrictions attached to any other class or series of shares, to receive such dividends, if any, as may be declared by the Board at its sole discretion. Any dividends declared will be paid out of funds or other property legally available for the payment of dividends. Upon the liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, or upon any other distribution of the Company’s assets for the purpose of winding-up its affairs, the holders of Class A ordinary shares will be entitled, after payment of all liabilities and subject to the special rights and restrictions attaching to any other class or series of shares, to receive the remaining property and assets of the Company.

 

Unless specified in the Articles or as required by applicable provisions of the BCBCA, an ordinary resolution is required to approve any matter voted on by our shareholders. Approval of certain actions will require a special resolution; such actions include altering the authorized share structure, creating special rights or restrictions for the shares or any class or series of shares, and varying or deleting any special rights or restrictions attached to the shares of any class or series of shares.

 

Our Board will be divided into three staggered classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. Holders of Ordinary Shares are entitled to receive dividends as and when declared by the Board at its discretion from funds legally available therefor and to receive a pro rata share of the assets of New Horizon available for distribution to the shareholders in the event of the liquidation, dissolution or winding-up of New Horizon after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attached to any other series or class of shares ranking senior in priority to or on a pro-rata basis with the holders of Ordinary Shares with respect to dividends or liquidation. There are no pre-emptive, subscription, conversion or redemption rights attached to the Ordinary Shares, nor do they contain any sinking or purchase fund provisions.

 

 

Preferred Shares

 

The Preferred Shares will have certain special rights and restrictions attached thereto. The Preferred Shares may include one or more series of shares. Subject to the BCBCA, the Board will, from time to time, be authorized by resolution, provided that no Preferred Shares of a particular series are issued, to alter the Articles and authorize the alteration of the Notice of Articles of the Company, as necessary, in order to: (a) determine the maximum number of shares of any particular series of Preferred Shares that the Company is authorized to issue, determine that there will be no maximum number, or alter any previous determination in relation to the maximum number; (b) create an identifying name by which shares of any series of Preferred Shares may be identified or alter any identifying name created for those shares; and (c) attach special rights or restrictions to any series of Preferred Shares, including, but not limited to, the rate or amount of dividends (whether cumulative, non-cumulative, or partially cumulative), dates and places of payment, the consideration and terms of any purchase for cancellation or redemption (including redemption after a fixed term or at a premium), conversion or exchange rights, terms of any share purchase plan or sinking fund, restrictions on dividend payment or capital repayment for other shares of the Company, and voting rights and restrictions. No special right or restriction attached to any series of Preferred Shares will conflict with the provisions outlined below.

 

In the event of liquidation, winding-up, or dissolution of the Company, whether voluntary or involuntary, or any other distribution of the Company’s assets for the purpose of winding-up its affairs, holders of Preferred Shares will be entitled to receive, before any distribution is made to holders of Class A ordinary shares or any other shares ranking junior to the Preferred Shares with respect to asset distribution, the redemption amount for each Preferred Share held, along with any fixed premium, accrued and unpaid cumulative dividends calculated on a day-to-day basis up to the distribution date (whether or not declared), and any declared and unpaid non-cumulative dividends. After such payments to holders of Preferred Shares, they will not be entitled to any further distribution of the Company’s assets except as specifically provided in the special rights and restrictions attached to any series of Preferred Shares.

 

Except for rights relating to the election of directors in cases of dividend payment default, as may be attached to any series of Preferred Shares by the directors, holders of Preferred Shares will not be entitled to receive notice of, attend, or vote at any general meeting of the Company’s shareholders.

 

Series A Preferred Shares

   

Subject to the BCBCA, the holders of Series A Preferred Shares are entitled to receive, as and when declared by the directors of the Company, but always in preference and priority to any payment of dividends on the Common Shares and on any other shares of the Company ranking junior to the Series A Preferred Shares with respect to dividends, dividends payable on such date or dates as may from time to time be determined by the directors.

 

Upon the occurrence of a liquidation, winding-up or dissolution of the Company whether voluntary or involuntary, or any other distribution of the Company’s assets among its shareholders for the purpose of winding up its affairs, the holders are entitled pari passu, in preference to the rights of holders of the Common Shares or any shares of a class ranking junior to the Series A Preferred Shares, to be paid out of the assets of the Company available for distribution to holders of the Company’s capital, an amount equal to $1,000 for each Series A Preferred Share.

  

The Series A Preferred Shares are convertible, at the option of the holder and without payment of additional consideration, into Common Shares on a one for 2222.222222 basis. Pursuant to the amendment to the Subscription Agreement, dated January 10, 2024, the Company could not issue upon conversion of the Series A Preferred Shares, any Common Shares if the issuance of such Common Shares would exceed the aggregate number of Common Shares the Company may issue upon conversion of the Series A Preferred Shares without breaching the Company’s obligation under Nasdaq Listing Rule 5635 and any other applicable rules of the Nasdaq Stock Market, prior to obtaining shareholder approval. On February 25, 2025, the Company obtained shareholder approval for the full issuance of the Common Shares underlying the Series A Preferred Shares.

 

 

Public Warrants

 

Each whole Public Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole Public Warrant may be exercised at a given time by a warrant holder.

 

The Public Warrant will expire at 5:00 p.m., New York City time, on January 12, 2029, or earlier upon redemption or liquidation.

 

New Horizon will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrant is then effective and a current prospectus relating thereto is current, subject to New Horizon satisfying its obligations described below with respect to registration. No Public Warrant will be exercisable, and New Horizon will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such warrant, if not cash settled, will have paid the full purchase price for the unit solely for the Class A ordinary shares and Public Warrants underlying such unit.

 

On May 10, 2024 and October 2, 2024, a registration statement on Form S-1 was declared effective, which covers, and the registration statement to which this prospectus forms a part, once effective, will cover, the Common Share issuable upon exercise of the Public Warrants. We intend to maintain a current prospectus relating to those Common Shares until the Public Warrants expire or are redeemed, as specified in the Warrant Agreement. During any period when we shall have failed to maintain an effective registration statement, warrant holders may exercise the Public Warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. Once the Public Warrants become exercisable, we may call the Public Warrants for redemption:

 

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in whole and not in part;

 

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at a price of $0.01 per warrant;

 

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upon not less than 30 days’ prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption period”) to each warrant holder; and

 

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if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders.

 

If and when the Public Warrants become redeemable by us, we may not exercise our redemption right if the issuance of Class A ordinary shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.

 

 

If we call the Public Warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, its cash position, the number of warrants that are outstanding and the dilutive effect on shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the warrants. If our management takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

 

The “fair market value” for this purpose shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the Public Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the Public Warrants. If we call the Public Warrants for redemption and our management does not take advantage of this option, the Sponsor and its permitted transferees would still be entitled to exercise their private warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

 

A holder of a Public Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the Class A ordinary shares outstanding immediately after giving effect to such exercise.

 

If the number of outstanding Class A ordinary shares is increased by a stock dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise of each whole Public Warrant will be increased in proportion to such increase in the outstanding Class A ordinary shares. A rights offering to holders of Class A ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a stock dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

 

In addition, if we, at any time while the Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other shares of our capital shares into which the warrants are convertible), other than as described above, or certain ordinary cash dividends, then the Public Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary shares in respect of such event.

 

If the number of outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse stock split or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each Public Warrant will be decreased in proportion to such decrease in outstanding Class A ordinary shares.

 

Whenever the number of Class A ordinary shares purchasable upon the exercise of the Public Warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.

 

 

In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the Public Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Public Warrants would have received if such holder had exercised their warrants immediately prior to such event.

 

However, if less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Public Warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the Public Warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants in order to determine and realize the option value component of the warrant. This formula is to compensate the Public Warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.

 

The Public Warrants were issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Pono. You should review a copy of the Warrant Agreement, which has been filed by the Company with the SEC, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the Public Warrants and the warrant agreement set forth in this prospectus, or defective provision, but requires the approval by the holders of at least a majority of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of public warrants.

 

The Public Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to New Horizon, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the Public Warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by shareholders.

 

No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of Class A ordinary shares to be issued to the warrant holder.

 

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

 

 

Placement Warrants

 

The Placement Warrants are identical to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they may be exercised by the holders on a cashless basis and (iii) the holders thereof (including with respect to Class A ordinary shares issuable upon exercise of such Placement Warrants) are entitled to registration rights.

 

Common Warrants

 

In connection with the public offering that closed on August 21, 2024, the Company issued common warrants (the “Common Warrants”), with each Common Warrant representing the right to purchase one Common Share at an exercise price of $0.75 per share. The Common Warrants were immediately exercisable on the date of issuance and expire on August 21, 2029. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Shares. No fractional Common Share will be issued in connection with the exercise of a Common Warrant.

 

If a registration statement registering the issuance of the Common Shares underlying the Common Warrants under the Securities Act is not effective or available, the holder may, in its sole discretion, elect to exercise the warrants through a cashless exercise, in which case the holder would receive upon such exercise the net number of Common Shares determined according to the formula set forth in the Common Warrants.

 

A holder will not have the right to exercise any portion of the Common Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any warrants, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, upon at least 61 days’ prior notice from the holder to us with respect to any increase in such percentage.

 

In the event of a fundamental transaction, as described in the Common Warrants, and generally including, with certain exceptions, any reorganization, recapitalization or reclassification of our Common Shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Shares, the holders of the Common Warrants will be entitled to receive upon exercise thereof the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction. Additionally, as more fully described in the Common Warrant, in the event of certain fundamental transactions, the holders of the warrants will be entitled to receive consideration in an amount equal to the Black Scholes value of the remaining unexercised portion of the warrants on the date of consummation of such fundamental transaction.

 

Except as otherwise provided in the Common Warrants or by virtue of such holder’s ownership of shares of our Common Shares, the holder of a Common Warrant does not have the rights or privileges of a holder of our Common Shares, including any voting rights, until the holder exercises the warrant.

 

Transfer Agent

 

The transfer agent for our Class A ordinary shares is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its role as transfer agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of the indemnified person or entity.

 

Listing of Securities

 

Our Class A ordinary shares and Public Warrants are listed on the Nasdaq Capital Market under the symbols “HOVR” and “HOVRW.”

 

 

SELLING SECURITYHOLDERS

 

The Selling Securityholders may offer and sell, from time to time, any or all of the Common Shares, Series A Preferred Shares or Warrants being offered for resale by this prospectus, which consist of:

 

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200,000 Common Shares, issued in a private placement to the PIPE Investor pursuant to the terms of the Subscription Agreement in connection with the Business Combination;

 

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an aggregate of 5,600,997 Common Shares held by the Sponsor, consisting of 4,935,622 Founders Shares, 565,375 Placement Shares, and 100,000 Incentive Shares received in connection with the PIPE Financing;

 

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an aggregate of 472,734 Common Shares issued to the Representative, 103,500 of which were issued as Representative Shares in connection with the Pono IPO, 103,500 of which were issued at Closing in partial satisfaction of deferred underwriting commissions incurred in connection with the Pono IPO and 265,734 of which were issued after Closing in partial satisfaction of deferred underwriting commissions incurred in connection with the Pono IPO;

 

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an aggregate of 967,674 Common Shares issued to third parties in connection with the closing of the Business Combination and transactions related to the Business Combination;

 

	●	an aggregate of 2,921,534 Common Shares, which were received as Exchange Consideration in connection with the Business Combination by certain of the Company’s insiders at a price of approximately $10.61 per share, and which are subject to six month lock-up restrictions set forth herein;
	●	an aggregate of 4,166,667 Common Shares, which were purchased in the Canso Financing at a price of $0.36 per share;
	●	up to an aggregate of 10,000,000 Common Shares issuable upon the conversion of the Series A Preferred Shares that were purchased in the Canso Financing;
	●	an aggregate of 4,500 Series A Preferred Shares, which were purchased in the Canso Financing at a price of $1,000 per share; and

 

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an aggregate of 565,375 Placement Warrants.

 

The Selling Securityholders may from time to time offer and sell any or all of the Common Shares, Series A Preferred Shares and Warrants set forth in the table below pursuant to this prospectus. When we refer to the “Selling Securityholders” in this prospectus, we refer to the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors and other permitted transferees that hold any of the Selling Securityholders’ interest in the Common Shares, Series A Preferred Shares or Warrants after the date of this prospectus.

 

The following tables provide, as of the date of this prospectus, information regarding the beneficial ownership of our Common Shares, Series A Preferred Shares and Warrants of each Selling Securityholder, the number of Common Shares, Series A Preferred Shares or Warrants that may be sold by each Selling Securityholder under this prospectus and that each Selling Securityholder will beneficially own after this offering. The immediately following table also sets forth the percentage of Common Shares, Series A Preferred Shares or Warrants beneficially owned by a Selling Securityholder after giving effect to the sale by the Selling Securityholder of all securities being offered hereby, based on 31,230,914 Common Shares outstanding as of March 28, 2025. The Common Shares issuable upon exercise of the Warrants are not included in the table below as the table assumes the Warrants are sold in the offering prior to their exercise by the applicable Selling Securityholder. The following table does not include Public Warrants, Common Warrants or the primary issuance of Common Shares underlying the Public Warrants and Common Warrants.

 

We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such Common Shares, Series A Preferred Shares or Warrants. In particular, the Selling Securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their securities after the date on which they provided us with information regarding their securities in transactions exempt from registration under the Securities Act.

 

 

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the tables have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable.

 

The following table sets forth certain information provided by or on behalf of the Selling Securityholders as of March 28, 2025, concerning the Common Shares, Series A Preferred Shares and Warrants that may be offered from time to time by each Selling Securityholder with this prospectus. For the purposes of this following table, we have assumed that the Selling Securityholders will have sold all of the securities covered by this prospectus upon the completion of the offering. Please see the section entitled “Plan of Distribution” for further information regarding the Selling Securityholders’ method of distributing these Common Shares, Series A Preferred Shares and Warrants.

 

Unless otherwise indicated below, the address of each beneficial owner listed in the tables below is c/o New Horizon Aircraft Ltd., 3187 Highway 35, Lindsay, Ontario, K9V 4R1.

 

Common Shares and Placement Warrants

 

Name of Selling Securityholder		Number of Common Shares Owned Prior to the Offering				Number of Warrants Owned Prior to the Offering				Maximum Number of Common Shares To Be Sold Pursuant to this Prospectus				Maximum Number of Warrants To Be Sold Pursuant to this Prospectus				Number of Common Shares Owned After the Offering				%(1)				Number of Warrants Owned After the Offering				%
Mehana Capital LLC(2)			5,600,997				565,375				5,600,977				565,375				—				—				—				—
EF Hutton LLC(3)			472,734				—				472,734				—				—				—				—				—
Kotaro Chiba(4)			200,000				—				200,000				—				—				—				—				—
Robinson Family Ventures(5)			2,395,633				—				2,395,633				—				—				—				—				—
Jason O’Neill(6)			243,461				—				243,461				—				—				—				—				—
Stewart Lee(7)			258,471				—				258,471				—				—				—				—				—
E. Brian Robinson(8)			23,969				—				23,969				—				—				—				—				—
Benjamins Securities, Inc.(9)			15,000				—				15,000				—				—				—				—				—
MZHCI, LLC(10)			40,179				—				40,179				—				—				—				—				—
Roth Capital Partners, LLC(11)			400,000				—				400,000				—				—				—				—				—
Spartan Crest Capital Corp.(12)			525,000				—				300,000				—				—				—				—				—
Meteora Select Trading Opportunities Master, LP(13)			154,494				—				154,494				—				—				—				—				—
Meteora Capital Partners, LP(13)			172,552				—				172,552				—				—				—				—				—
Meteora Strategic Capital, LLC(13)			60,449				—				60,449				—				—				—				—				—
The Canso Fund(14)			790,644				—				698,944				—				91,700				*				—				—
Lysander-Canso Aviation & Space Fund(15)			310,641				—				299,484				—				11,157				*				—				—
GRIP Investments Limited(16)			1,613,386				—				1,426,255				—				187,131				*				—				—
Canso Technology Value Fund LP(17)			96,286				—				88,579				—				7,707				*				—				—
Canso Technology Value Fund(18)			96,256				—				88,133				—				8,123				*				—				—
Canso Strategic Credit Fund(19)			7,809,570				—				7,133,502				—				676,068				2.2				—				—
Canso Select Opportunities Corporation(20)			780,108				—				714,239				—				65,869				*				—				—
Canso Salvage Fund(21)			4,205,029				—				3,717,528				—				487,501				1.6				—				—

 

 

Series A Preferred Shares

 

Name of Selling Securityholder		Series A Preferred Shares Beneficially Owned Prior to this Offering				Maximum Number of Series A Preferred Shares To Be Sold Pursuant to this Prospectus				Series A Preferred Shares Beneficially Owned After this Offering				%
The Canso Fund			222				222				—				—
Lysander-Canso Aviation & Space Fund			95				95				—				—
GRIP Investments Limited			453				453				—				—
Canso Technology Value Fund LP			28				28				—				—
Canso Technology Value Fund			28				28				—				—
Canso Strategic Credit Fund			2,266				2,266				—				—
Canso Select Opportunities Corporation			227				227				—				—
Canso Salvage Fund			1,181				1,181				—				—

 

*

Less than 1%.

 

(1)

The percentage of beneficial ownership after this offering is calculated based on 16,974,523 Common Shares outstanding as of the date of this prospectus. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them.

  

(2)

Mehana Capital LLC is Sponsor of Pono Capital Three, Inc., our predecessor company. Trisha Nomura, our director, and certain former officers and directors of Pono may have a pecuniary interest in Mehana Capital LLC. Consists of 4,935,622 Founders Shares, 565,375 Placement Shares, and 100,000 Incentive Shares received in connection with the PIPE Financing.

 

(3)

EF Hutton LLC was the underwriter in Pono’s initial public offering. Consists of 103,500 Representative Shares received in connection with the IPO, 103,500 Common Shares issued at Closing in partial satisfaction of deferred underwriting commissions and 265,734 Common Shares issued after closing in partial satisfaction of deferred underwriting commissions. EF Hutton’s address is 590 Madison Ave, 39th Floor, New York, NY, 10022.

 

(4)

Consists of 200,000 Common Shares purchased in the PIPE Financing. Chiba-san was a director of Pono until consummation of the Business Combination.

 

(5)

Brandon Robinson, our CEO, and Brian Robinson, our Chief Engineer, are the directors of Robinson Family Ventures Inc. Brandon Robinson and Brian Robinson may each be deemed to share beneficial ownership of the securities held of record by Robinson Family Ventures Inc. Each of Brandon Robinson and Brian Robinson disclaims any such beneficial ownership except to the extent of his pecuniary interest.

 

  

(6)

Jason O’Neill is our Chief Operating Officer.

 

(7)

Stewart Lee is our Head of People & Strategy.

 

(8)

E. Brian Robinson was our Chief Engineer and is a named executive officer.

 

(9)

Consists of 15,000 Common Shares issued to Benjamins Securities, Inc. in satisfaction of fees due for services provided in connection with the Business Combination.

 

(10)

Consists of 40,179 Common Shares issued to MZHCI, LLC in satisfaction of fees due for services provided in connection with the Business Combination.

 

(11)

Consists of 400,000 Common Shares issued to Roth Capital Partners, LLC in satisfaction of fees due for services provided in connection with the Business Combination.

 

(12)

Consists of 300,000 Common Shares issued to Spartan Crest Capital Corp. as consideration for fees earned in connection with continuing consulting services.

 

(13)

Consists of 154,494 Common Shares issued to Meteora Select Trading Opportunities Master, LP, 172,552 Common Shares issued to Meteora Capital Partners, LP, and 60,449 Common Shares issued to Meteora Strategic Capital, LLC in connection with the FPA Arrangement.

 

(14)

Consists of 205,611 Common Shares issued to The Canso Fund and 493,333 Common Shares issuable upon the conversion of 222 Series A Preferred Shares. The Canso Fund’s address is 100 York Boulevard, Suite 550, Richmond Hill, Ontario, Canada, L4B1J8.

 

(15)

Consists of 88,373 Common Shares issued to Lysander-Canso Aviation & Space Fund and 211,111 Common Shares issuable upon the conversion of 95 Series A Preferred Shares. Lysander-Canso Aviation & Space Fund’s address is 100 York Boulevard, Suite 550, Richmond Hill, Ontario, Canada, L4B1J8.

 

(16)

Consists of 419,589 Common Shares issued to GRIP Investments Limited and 1,006,666 Common Shares issuable upon the conversion of 453 Series A Preferred Shares. GRIP Investments Limited’s address is 100 York Boulevard, Suite 550, Richmond Hill, Ontario, Canada, L4B1J8.

 

(17)

Consists of 26,357 Common Shares issued to Canso Technology Value Fund LP and 62,222 Common Shares issuable upon the conversion of 28 Series A Preferred Shares. Canso Technology Value Fund LP’s address is 100 York Boulevard, Suite 550, Richmond Hill, Ontario, Canada, L4B1J8.

 

(18)

Consists of 25,911 Common Shares issued to Canso Technology Value Fund and 62,222 Common Shares issuable upon the conversion of 28 Series A Preferred Shares. Canso Technology Value Fund’s address is 100 York Boulevard, Suite 550, Richmond Hill, Ontario, Canada, L4B1J8.

 

(19)	Consists of 2,097,947 Common Shares issued to Canso Strategic Credit Fund and 5,035,555 Common Shares issuable upon the conversion of 2,266 Series A Preferred Shares. Canso Strategic Credit Fund’s address is 100 York Boulevard, Suite 550, Richmond Hill, Ontario, Canada, L4B1J8.

 

(20)	Consists of 209,795 Common Shares issued to Canso Select Opportunities Corporation and 504,444 Common Shares issuable upon the conversion of 227 Series A Preferred Shares. Canso Select Opportunities Corporation’s address is 100 York Boulevard, Suite 550, Richmond Hill, Ontario, Canada, L4B1J8.

 

(21)

Consists of 1,093,084 Common Shares issued to Canso Salvage Fund and 2,624,444 Common Shares issuable upon the conversion of 1,181 Series A Preferred Shares. Canso Salvage Fund’s address is 100 York Boulevard, Suite 550, Richmond Hill, Ontario, Canada, L4B1J8.

 

 

PLAN OF DISTRIBUTION

 

Each Selling Securityholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market for such securities or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Securityholder may use any one or more of the following methods when selling securities:

 

●

ordinary brokerage transactions and transactions in which the broker-dealer solicits subscribers;

 

●

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

●

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

●

an exchange distribution in accordance with the rules of the applicable exchange;

 

●

privately negotiated transactions;

 

●

settlement of short sales;

 

●

in transactions through broker-dealers that agree with the Selling Securityholders to sell a specified number of such securities at a stipulated price per security;

 

●

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

●

a combination of any such methods of sale; or

 

●

any other method permitted pursuant to applicable law.

 

The Selling Securityholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

 

Broker-dealers engaged by the Selling Securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Securityholders (or, if any broker-dealer acts as agent for the Subscriber of securities, from the Subscriber) in amounts to be negotiated, but except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

 

In connection with the sale of the securities or interests therein, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Securityholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

 

The Selling Securityholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Securityholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. 

 

The Company is required to pay certain fees and expenses incurred incident to the registration of the securities. The Company has agreed to indemnify the Selling Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

 

We agreed to keep this prospectus effective until the earlier of (i) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect, (ii) they may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions; or (iii) it has been two years from the Closing Date. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Shares by the Selling Securityholders or any other person. We will make copies of this prospectus available to the Selling Securityholders and have informed them of the need to deliver a copy of this prospectus to each Subscriber at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

 

LEGAL MATTERS

 

The validity of the Common Shares offered by this prospectus has been passed upon for us by Gowlings WLG. Certain matters regarding the warrants, certain U.S. federal securities laws and material United States federal income tax consequences of the offering have been passed upon for us by Nelson Mullins Riley & Scarborough LLP, Washington, DC.

 

EXPERTS

 

The financial statements of Horizon as of May 31, 2024, and for the year ended May 31, 2024, included or incorporated by reference in this prospectus and registration statement have been audited by MNP LLP, an independent registered public accounting firm, as stated in their report thereon which report expresses an unqualified opinion, and included in this prospectus and registration statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing. The financial statements of Robinson Aircraft, ULC as of May 31, 2023 and for the year ended May 31, 2023, included or incorporated by reference in this prospectus and registration statement have been audited by Fruci & Associates II, PLLC, an independent registered public accounting firm, as stated in their report thereon which report expresses an unqualified opinion, and included or incorporated by reference in this prospectus and registration statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and the securities offered in this prospectus, reference is made to that registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved.

 

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov and on our website at www.horizonaircraft.com. The information found on, or that can be accessed from or that is hyperlinked to, our website is not part of this prospectus. You may inspect a copy of the registration statement through the SEC’s website, as provided herein.

 

 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Because we are incorporating by reference future filings with the SEC, this prospectus and the accompanying prospectus supplement are continually updated and those future filings may modify or supersede some of the information included or incorporated by reference in this prospectus and the accompanying prospectus supplement. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus, the accompanying prospectus supplement or in any document previously incorporated by reference have been modified or superseded. Our periodic reports are filed with the SEC under SEC File Number 001-41607.

 

We hereby incorporate by reference the following documents:

 

●

our Annual Report on Form 10-K for the year ended May 31, 2024, filed with the SEC on August 15, 2024, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on March 17, 2025;

 

●

our Quarterly Reports on Form 10-Q for the quarter ended August 31, 2024, and November 30, 2024, filed with the SEC on October 10, 2024 and January 14, 2025, respectively;

 

●

our Current Reports on Form 8-K filed with the SEC on July 23, 2024, August 20, 2024, September 4, 2024, September 5, 2024, October 17, 2024, November 7, 2024, December 20, 2024, January 13, 2025, January 27, 2025 and February 26, 2025, in each case only to the extent filed and not furnished; and

 

●

the description of our securities contained in Exhibit 4.3 to Amendment No. 1 on Form 10-K/A filed with the SEC on March 17, 2025.

 

In addition, all documents we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, until the offering of the securities offered hereby is terminated or completed, shall be deemed to be incorporated by reference into this prospectus.

 

Unless specifically stated to the contrary, none of the information that we may furnish to the SEC under Items 2.02 and 7.01 of any Current Report on Form 8-K, including any related exhibits under Item 9.01, will be incorporated by reference into, or otherwise included in, this Prospectus.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

We will provide each person to whom a prospectus is delivered a copy of all of the information that has been incorporated by reference in this prospectus but not delivered with the prospectus. You may request a copy of these filings (other than an exhibit to any filing unless we have specifically incorporated that exhibit by reference into the filing), at no cost, by writing or telephoning us at the following address:

 

Investor Relations
New Horizon Aircraft Ltd.
3187 Highway 35
Lindsay, Ontario, K9V 4R1
(613) 866-1935
IR@horizonaircraft.com

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14. Other Expenses of Issuance and Distribution

 

The expenses relating to the registration of the securities will be borne by the registrant. The following expenses, with the exception of the SEC registration fee, are estimates:

 

SEC registration fee		$	1,040
Legal fees and expenses				(1)
Accounting fees and expenses				(1)
Printing and engraving costs				(1)
Trustee fees and expenses				(1)
Transfer agent and registrar fees and expenses				(1)
Miscellaneous				(1)
Total		$	1,040	(1)

 

(1)

The amount of securities and number of offerings are indeterminable, and the expenses cannot be estimated at this time. An estimate of the aggregate expenses in connection with the sale and distribution of securities being offered will be included in the applicable prospectus supplement.

 

Item 15. Indemnification of Directors and Officers

 

We are governed by the Business Corporations Act (British Columbia), or BCBCA. Under the BCBCA, and our Articles, we may (or must, in the case of our Articles) indemnify all eligible parties against all eligible penalties to which such person is or may be liable, and we must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director is deemed to have contracted with us on the terms of indemnity contained in our Articles.

 

For the purposes of such an indemnification:

 

“eligible party,” in relation to us, means an individual who

 

●

is or was our director or officer;

 

●

is or was a director or officer of another corporation

 

●

at a time when the corporation is or was our affiliate, or

 

●

at our request; or

 

●

at our request, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity and includes the heirs and personal or other legal representatives of that individual;

 

“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

 

“eligible proceeding” means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, us or an associated corporation:

 

●

is or may be joined as a party, or

 

●

is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

 

 

“expenses” includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding; and

 

“proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending or completed.

 

In addition, under the BCBCA, we may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding, provided that we first receive from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by the restrictions noted below, the eligible party will repay the amounts advanced.

 

Notwithstanding the provisions of our Articles noted above, we must not indemnify an eligible party or pay the expenses of an eligible party, if any of the following circumstances apply:

 

●

if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, we were prohibited from giving the indemnity or paying the expenses by our Articles;

 

●

if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, we are prohibited from giving the indemnity or paying the expenses by our Articles;

 

●

if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of us or the associated corporation, as the case may be; or

 

●

in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful.

 

In addition, if an eligible proceeding is brought against an eligible party by or on behalf of us or by or on behalf of an associated corporation, we must not do either of the following:

 

●

indemnify the eligible party in respect of the proceeding; or

 

●

pay the expenses of the eligible party in respect of the proceeding.

 

Notwithstanding any of the foregoing, and whether or not payment of expenses or indemnification has been sought, authorized or declined under the BCBCA or our Articles, on the application of us or an eligible party, the Supreme Court of British Columbia may do one or more of the following:

 

●

order us to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding;

 

●

order us to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;

 

●

order the enforcement of, or any payment under, an agreement of indemnification entered into by us;

 

●

order us to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under this section; or

 

●

make any other order the court considers appropriate.

 

The BCBCA and our Articles authorize us to purchase and maintain insurance for the benefit of an eligible party against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, us, our current or former affiliate or a corporation, partnership, trust, joint venture or other unincorporated entity at our request.

 

In addition, we have entered into separate indemnity agreements with each of our directors and officers pursuant to which we agree to indemnify and hold harmless our directors and officers against any and all liability, loss, damage, cost or expense arising from or by reason of such director or officer holding such role in accordance with the terms and conditions of the BCBCA and our Articles.

 

 

Item 16. Exhibits

 

Exhibit No.		Description
2.1†		Business Combination Agreement, dated August 15, 2023, by and among Pono Capital Three, Inc., Pono Three Merger Acquisitions Corp., and Robinson Aircraft, Ltd. d/b/a Horizon Aircraft (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by Pono Capital Three, Inc. on August 15, 2023).
4.1		Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1, filed by Pono Capital Three, Inc. on November 10, 2022).
4.2		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1, filed by Pono Capital Three, Inc. on November 10, 2022).
4.3		Form of First Shortfall Warrant (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1/A, filed by New Horizon Aircraft Ltd. on April 8, 2024).
4.4		Form of Warrant (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-1/A, filed by New Horizon Aircraft Ltd. on August 15, 2024).
4.5		Form of Warrant Amendment (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by New Horizon Aircraft Ltd. on September 5, 2024).
5.1*		Opinion of Gowling WLG.
5.2*		Opinion of Nelson Mullins Riley & Scarborough LLP
23.1*		Consent of MNP LLP, independent registered public accounting firm
23.2*		Consent of Fruci & Associates II, PLLC, independent registered public accounting firm
23.3*		Consent of Gowling WLG (included in Exhibit 5.1)
23.4*		Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.2)
24.1*		Power of Attorney (included on the signature page of this registration statement)
107*		Filing Fees

 

*	Filed herewith.
†	Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

 

 

Item 17. Undertakings

 

The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

 

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

 

(i)

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

 

(5) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities:

 

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

 

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

 

(iv)

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

 

(6) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Canada on March 28, 2025.

 

	NEW HORIZON AIRCRAFT LTD.
	By:	/s/ E. Brandon Robinson
	Name:	E. Brandon Robinson
	Title:	Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints Brandon Robinson, the individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments, including post-effective amendments to the Registration Statement, including a prospectus or an amended prospectus therein and any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462 under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney have been signed by the following persons in the capacities indicated on the 28^th day of March, 2025.

 

Signature		Title
/s/ E. Brandon Robinson		Chief Executive Officer and Director
E. Brandon Robinson		(Principal Executive Officer)
/s/ Brian Merker		Chief Financial Officer
Brian Merker		(Principal Financial and Accounting Officer)
/s/ Jason O’Neill		Chief Operating Officer and Director
Jason O’Neill
/s/ Trisha Nomura		Director
Trisha Nomura
/s/ John Maris		Director
John Maris
/s/ John Pinsent		Director
John Pinsent

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of New Horizon Aircraft, Ltd., has signed this registration statement on March 28, 2025.

 

Authorized United States Representative

 

/s/ E. Brandon Robinson
Name:	E. Brandon Robinson
Title:	Chief Executive Officer

 

 

II-7

Exhibit 5.1

 

 

March 28, 2025

 

New Horizon Aircraft Ltd. (the “Company”)

3187 Highway 35

Lindsay, Ontario K9V 4R1

 

Dear Sirs:

 

Re:  Registration Statement on Form S-3

 

We have acted as Canadian counsel to the Company, a company continued pursuant to the laws of the Province of British Columbia, Canada, in connection with the registration of: (i) the offer and sale by certain Selling Securityholders named in the Registration Statement (defined below) of up to 14,729,606 outstanding Class A ordinary shares (the “Resale Shares” and Class A ordinary shares of no par value in the authorized share structure of the Company, the “Common Shares”); (ii) the issuance by the Company of up to 15,275,375 Common Shares (the “Warrant Shares”) that are issuable from time to time upon exercise of outstanding warrants of the Company (the “Warrants”); (iii) the offer and sale by certain Selling Securityholders named in the Registration Statement of 4,500 Series A Preferred shares of no par value in the authorized share structure of the Company (the “Series A Preferred Shares”); (iv) the issuance by the Company of up to 10,000,000 Common Shares (the “Underlying Common Shares”) that are issuable from time to time upon the conversion of the Series A Preferred Shares in accordance with the Articles of the Company; and (v) the issuance of 3,210,000 warrants of the Company (the “Common Warrants”). The Resale Shares, the Warrant Shares, the Underlying Common Shares, the Common Warrants and the Series A Preferred Shares are included in a registration statement on Form S-3 under the U.S. Securities Act of 1933, as amended (the “Act”), filed with the United States Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”).

 

Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.

 

We are rendering this opinion at the request of the Company in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus or prospectus supplement (collectively, the “Prospectus”), other than as expressly stated herein.

 

For the purpose of giving this opinion we have:

 

(a)

examined, among other things:

 

(i)

a certificate of an officer of the Company dated the date hereof with respect to the factual matters referred to herein (the “Officer Certificate”), to which is attached a certified copy of the consent resolutions of the board of directors of the Company (the “Board”) and minutes of meeting of shareholders of the Company, as the case may be, dated March 27, 2025, February 26, 2025, January 24, 2025, December 19, 2024, December 18, 2024, December 17, 2024, August 20, 2024, June 23, 2024, June 7, 2024, April 5, 2024, March 19, 2024, February 9, 2024, February 8, 2024, January 11, 2024, January 25, 2023, December 22, 2022 and May 17, 2022 pursuant to which the Board or the Shareholders, as the case may be, approved, among other things, the issuance of the Resale Shares and the conditional allotment of the Warrant Shares and the Underlying Common Shares; and

 

Gowling WLG (Canada) LLP Suite 2300, 550 Burrard Street, Bentall 5 Vancouver, British Columbia V6C 2B5 Canada

T +1 (604) 683-6498 F +1 (604) 683-3558 gowlingwlg.com

Gowling WLG (Canada) LLP is a member of Gowling WLG, an international law firm which consists of independent and autonomous entities providing services around the world. Our structure is explained in more detail at gowlingwlg.com/legal.

 

 

  

(ii)

originals or photostatic or certified copies of such corporate records, contracts and instruments of the Company, certificates, permits, licenses or orders of public officials, commissions, boards and governmental bodies and authorities, certificates of officers or representatives of the Company or other corporations and such other records, contracts and instruments all as we believe necessary and relevant as the basis of the opinion set forth herein; and

 

(b)

considered such questions of law and examined such statutes, regulations and orders, certificates, records of corporate proceedings and other documents and have made such other examinations, searches and investigations as we have considered necessary for the purpose of rendering this opinion.

 

We have not reviewed the minute books or, except as described above, any other corporate records of the Company.

 

We have relied exclusively upon the certificates, including but not limited to the Officer Certificate, documents and records we examined with respect to the accuracy of the factual matters contained in them and we have not performed any independent investigation or verification of those factual matters. We have assumed those factual matters were accurate on the date given and continue to be accurate as of the date of this letter.

 

For the purposes of the opinion expressed below, we have assumed, without independent investigation or inquiry that with respect to all documents examined by us, the signatures are genuine, the individuals signing those documents had legal capacity at the time of signing, all documents submitted to us as originals are authentic, and certified, conformed or photocopied copies, or copies transmitted electronically or by facsimile, conform to the authentic original documents.

 

This opinion is limited to the laws of British Columbia and the federal laws of Canada applicable there in force on the date hereof.

 

Based and relying on the foregoing and subject to the exceptions and qualifications hereinbefore set out, we are of the opinion that:

 

1.

The Company has taken all necessary corporate action to authorize the issue of the Resale Shares and the Resale Shares have been validly issued as fully paid and non-assessable Common Shares.

 

2.

The Common Warrants have been validly created and issued.

 

 

 

3.

The Company has taken all necessary corporate action to authorize the issue of the Warrant Shares and, upon the exercise of the Warrants in accordance with the terms of binding certificates in respect of such Warrants entered into between the Company and the person being granted such Warrants, including receipt of payment in full of the exercise price for the Warrant Shares, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares.

 

4.

The Series A Preferred Shares have been validly issued as fully paid and non-assessable.

 

5.

The Company has taken all necessary corporate action to authorize the issue of the Underlying Common Shares and, upon conversion of the Series A Preferred Shares in accordance with the Articles of the Company, the Underlying Common Shares will be validly issued as fully paid and non-assessable Common Shares.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Prospectus which forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

This opinion is delivered exclusively for the use of the person to whom it is addressed and is not to be used or relied upon by third parties. This opinion may not be quoted from or referred to in dealings with third parties without our prior written consent. This opinion may not be published nor circulated without our express written consent.

 

Yours truly,

 

/s/ Gowling WLG (Canada) LLP

 

 

Page 3

 

Exhibit 5.2

 

	NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW
	101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202.712.2800 F 202.712.2860 nelsonmullins.com

 

March 28, 2025

 

New Horizon Aircraft Ltd.

3187 Highway 35

Lindsay, Ontario K9V 4R1

 

Re: Registration Statement on Form S-3

 

We have acted as U.S. counsel to New Horizon Aircraft Ltd., a British Columbia corporation (the “Company”), in connection with the registration of (i) the offer and sale by certain selling securityholders named in the Registration Statement (defined below) of up to 24,729,606 Class A ordinary shares (the “Resale Shares”), without par value, of the Company (the “Common Shares”), (ii) the offer and sale by the selling securityholders of 565,375 warrants (the “Resale Warrants”) to acquire Common Shares, (iii) the offer and sale by the selling securityholders of 4,500 Series A preferred shares, without par value, of the Company (the “Series A Preferred Shares”), (iv) the issuance by the Company of up to 15,275,375 Common Shares (the “Warrant Shares”) that are issuable from time to time upon exercise of outstanding warrants (the “Warrants”) and (v) the issuance by the Company of up to 3,210,000 common warrants to purchase Common Shares (the “Common Warrants”). The Resale Shares, Resale Warrants, Series A Preferred Shares, Warrant Shares and Common Warrants are included in a registration statement on Form S-3 under the U.S. Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus or prospectus supplement (collectively, the “Prospectus”), other than as expressly stated herein.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the U.S. federal securities laws, and we express no opinion with respect to any other laws.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

 

1. The Resale Warrants are the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

California | Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota New York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia

 

 

New Horizon Aircraft Ltd.

March 28, 2025

Page 2

 

Our opinions set forth in numbered paragraph 1 are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) the creation, validity, attachment, perfection, or priority of any lien or security interest, (f) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (g) waivers of broadly or vaguely stated rights, (h) provisions for exclusivity, election or cumulation of rights or remedies, (i) provisions authorizing or validating conclusive or discretionary determinations, (j) grants of setoff rights, (k) proxies, powers and trusts, (l) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, and (m) the severability, if invalid, of provisions to the foregoing effect.

 

With your consent, we have assumed (a) that the Resale Warrants have been or will be duly authorized, executed and delivered by the parties thereto other than the Company, (b) that such securities constitute or will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms and (c) that the status of the Resale Warrants as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.

 

We express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom. We assume no obligation to advise you of any changes in the foregoing subsequent to the date of this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

	Very truly yours,
	/s/ Nelson Mullins Riley & Scarborough LLP
	Nelson Mullins Riley & Scarborough LLP

 

 

 

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form S-3 (the “Form S-3”), of our auditor’s report dated August 15, 2024 with respect to the consolidated financial statements of New Horizon Aircraft Ltd. as at May 31, 2024 and for the year ended May 31, 2024, as included in the Annual Report on Form 10-K/A of New Horizon Aircraft Ltd. for the year ended May 31, 2024 as filed with the Securities and Exchange Commission.

 

We also consent to the reference to our firm under the heading “Experts” in the Form S-3.

 

/s/ MNP LLP

Chartered Professional Accountants
Licensed Public Accountants

 

March 28, 2025
Mississauga, Canada

 

 

Exhibit 23.2

 

 

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our audit report dated September 12, 2023 (except as to the reclassification of deferred development costs, to which the date is April 19, 2024), with respect to the balance sheet of Robinson Aircraft, ULC as of May 31, 2023 and the related statements of operations, stockholders’ equity, and cash flows for the year ended May 31, 2023.

 

Our report relating to those financial statements includes an emphasis of matter paragraph regarding substantial doubt as to the Company’s ability to continue as a going concern.

 

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ Fruci & Associates II, PLLC

Spokane, Washington

March 28, 2025

Exhibit 107

 

Calculation of Filing Fee Table

 

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Form Type)

 

New Horizon Aircraft Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

 

		Security Type		Security Class Title		Fee Calculation or Carry Forward Rule		Amount Registered (1)				Proposed Maximum Offering Price Per Share				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees to Be Paid		Equity		Class A ordinary shares, without par value (Secondary Offering)(2)		Other (3)			4,166,667			$	0.55	(3)		$	2,291,666.85				0.00015310			$	350.85
		Equity		Series A Preferred Shares (Secondary Offering)(4)		Other(5)			4,500			$	1,000.00			$	4,500,000.00				0.00015310				688.95
		Equity		Class A ordinary shares, without par value, underling Series A Preferred Shares (Secondary Offering)(6)		Other(7)			10,000,000			$	—			$	—				—				—
						Total Offering Amount										$	6,791,666.85							$	1,039.80
						Total Fees Previously Paid																		$	—
						Total Fee Offsets																		$	—
						Net Fees Due																		$	1,039.80

 

Table 3: Combined Prospectuses

 

Security Type

Security Class Title

Amount of Securities Previously Registered (1)

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

Equity

Class A ordinary shares, without par value, each underlying the warrants (Primary Offering)(8)(9)

12,065,375

-

Form S-1

333-277063

10/12/2023

Equity

Class A ordinary shares, without par value (Secondary Offering)(8)(10)

10,562,939

-

Form S-1

333-277063

10/12/2023

Equity

Warrants to purchase Class A ordinary shares, without par value (Secondary Offering)(8)(11)

565,375

-

Form S-1

333-277063

10/12/2023

Equity

Warrants to purchase Class A ordinary shares, without par value (Primary Offering)(12)(13)

3,210,000

-

Form S-1

333-280086

08/19/2024

Equity

Class A ordinary shares, without par value, each underlying the warrants (Primary Offering)(12)(14)

3,210,000

-

Form S-1

333-280086

08/19/2024

 

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) covers an undetermined number additional securities of New Horizon Aircraft Ltd. (the “Company”) that may become issuable to prevent dilution from share splits, share dividends or similar transactions.
(2)	Consists of an aggregate of 4,166,667 Class A ordinary shares, without par value (the “Common Shares”), issued at a value of $0.36 per share in a private placement that closed on December 19, 2024 (the “Canso Financing”), which were not included on the Prior Registration Statements (defined below).
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act based on the average of the high and low reported trading prices of the Company’s Common Shares as reported on the Nasdaq Capital Market on March 25, 2025, such date being within five business days of the date that this Registration Statement was filed with the SEC.
(4)	Consists of 4,500 Series A preferred shares of the Company (the “Series A Preferred Shares”) sold in the Canso Financing and issued at a price of $1,000 per share, which were not included on the Prior Registration Statements. The Series A Preferred Shares are convertible, at the option of the holder and without additional consideration, into Common Shares on a one for 2222.222222 basis.
(5)	Estimated solely for the purpose of determining the registration fee in accordance with Rule 457 under the Securities Act. There currently is no public market for the Series A Preferred Shares being registered hereunder. The proposed maximum aggregate offering price of the Series A Convertible Preferred Stock being registered hereunder represents the purchase price of $1,000 per share paid by the selling securityholders named in the Registration Statement in connection with the sale of the Series A Preferred Shares to the selling securityholders in the Canso Financing, pursuant to subscription agreements with the Company, dated December 18, 2024.
(6)	Consists of an aggregate of 10,000,000 Common Shares issuable upon conversion of the Series A Preferred Shares, which were not included on the Prior Registration Statements.
(7)	Pursuant to Rule 457(i), there is no additional filing fee payable with respect to the Common Shares issuable upon conversion of the Series A Preferred Shares because no additional consideration will be received in connection with the exercise of the conversion privilege.
(8)	No registration fee is payable in connection with the securities that were previously registered on the Company’s registration statement on Form S-1 (File No. 333-277063), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 14, 2024 and declared effective by the SEC on May 10, 2024, and amended by Post-Effective Amendment No. 1, which was declared effective on October 2, 2024 (“Prior Registration Statement I”), because such shares are being transferred from Registration Statement I to this Registration Statement pursuant to Rule 429 under the Securities Act. Pursuant to Rule 429(b) under the Securities Act, this Registration Statement, upon effectiveness, will constitute a post-effective amendment to Prior Registration Statement I, which post-effective amendment will become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.
(9)	Reflects up to 11,500,000 Common Shares issuable upon the exercise of 11,500,000 warrants (the “Public Warrants”) originally issued in the initial public offering of Pono Capital Three, Inc., a Cayman Islands exempted entity (“Pono”), and (ii) up to an aggregate of 565,375 Common Shares issuable upon the exercise of 565,375 warrants (the “Private Warrants”) that made up a part of the private units originally issued in a private placement in connection with Pono’s initial public offering.
(10)	Represents the resale of the selling securityholders named in the Registration Statement (including their permitted transferees, donees, pledgees and other successors-in-interest) of up to an aggregate of 10,562,939 Common Shares, consisting of (i) 200,000 shares of Common Stock, issued in a private placement to the PIPE Investor (as defined in the Registration Statement) pursuant to the terms of the Subscription Agreement, dated December 27, 2023, in connection with the Business Combination (as defined in the Registration Statement) at $10.00 per share, (ii) an aggregate of 5,600,997 Common Shares issued to Mehana Capital, LLC (the “Sponsor”) and its affiliates, including 4,935,622 Common Shares originally issued as Class B ordinary shares in connection with the initial public offering of Pono for aggregate consideration of $25,000, or approximately $0.005 per share, 100,000 Incentive Shares (as defined in the Registration Statement) transferred to Sponsor in connection with the Business Combination at approximately $10.61 per share, and 565,375 Common Shares originally issued to Sponsor as part of the Placement Units issued to Sponsor in connection with Pono’s initial public offering at $10.00 per unit, (iii) 103,500 Common Shares issued to the underwriter in Pono’s initial public offering (the “Representative”), in connection with Pono’s initial public offering, at $10.00 per share (the “Representative Shares”), (iv) 1,349,413 Common Shares issued to vendors in connection with the closing of the Business Combination, including an aggregate of 103,500 Common Shares issued at $10.00 per share to the Representative in partial satisfaction of deferred underwriting commissions payable upon Pono’s completion of its initial business combination, 265,734 Common Shares issued at a value of $1.63 per share to the Representative in partial satisfaction of deferred underwriting commissions payable upon Pono’s completion of its initial business combination, 40,179 shares issued to MZHCI, LLC at a value of $3.36 per share in satisfaction of fees earned in connection with the Business Combination, 400,000 Common Shares issued to Roth Capital Partners, LLC at a value of $2.50 per share in satisfaction of fees earned in connection with the Business Combination, 15,000 Common Shares issued to Benjamins Securities in satisfaction of fees owed to them for services provided in connection with the Business Combination at $5.00 per share, and 300,000 Common Shares issued at a value of $2.26 per share and 225,000 Common Shares issued at a value of $2.85 per share to Spartan Crest Capital Corp. as consideration for fees earned in connection with continuing consulting services, (v) an aggregate of 2,921,534 Common Shares, which were received as Exchange Consideration (as defined in the Registration Statement) in connection with the Business Combination by certain of the Company’s insiders at a price of approximately $10.61 per share, and which were subject to six month lock-up restrictions set forth herein and (vi) an aggregate of 387,495 Common Shares issued at a value of $10.00 per share to Meteora in connection with the FPA Arrangement (as defined in the Registration Statement).
(11)	Represents the resale of the selling warrant holders named in the Registration Statement (including their permitted transferees, donees, pledgees and other successors-in-interest) of up to an aggregate of 565,375 Private Warrants.
(12)	No registration fee is payable in connection with the securities that were previously registered on the Company’s registration statement on Form S-1 (File No. 333-280086), which was originally filed with the SEC on June 10, 2024 and declared effective by the SEC on August 19, 2024 (“Prior Registration Statement II” and, together with Prior Registration Statement I, the “Prior Registration Statements”) because such shares are being transferred from Registration Statement II to this Registration Statement pursuant to Rule 429 under the Securities Act. Pursuant to Rule 429(b) under the Securities Act, this Registration Statement, upon effectiveness, will constitute a post-effective amendment to Prior Registration Statement II, which post-effective amendment will become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.
(13)	Represents 3,210,000 outstanding common warrants, to purchase Common Shares at an exercise price of $0.75 per share that were sold in a public offering of the Company that closed on August 21, 2024.
(14)	Represents 3,210,000 Common Shares issuable upon the exercise of the Common Warrants.

 

 

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