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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to New Horizon Aircraft Ltd.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 22, 2025 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of New Horizon Aircraft Ltd. (“Horizon”) is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to Horizon’s articles (the “Articles”), a copy of which is |
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| August 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41607 NEW HORIZON AIRCRAFT |
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| August 22, 2025 |
FIRST AMENDMENT TO THE New Horizon Aircraft Ltd. 2023 Equity Incentive Plan Exhibit 10.3 FIRST AMENDMENT TO THE New Horizon Aircraft Ltd. 2023 Equity Incentive Plan This First Amendment (the “First Amendment”) to the New Horizon Aircraft Ltd. 2023 Equity Incentive Plan (the “Plan”), as adopted by the unanimous approval of the members of the Board of Directors (the “Board”) of New Horizon Aircraft Ltd., a British Columbia company (the “Company”), amends the Plan as set for |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2025 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) (Co |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) (Co |
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| June 27, 2025 |
New Horizon Aircraft Ltd. Up to $16,500,000 Common Shares Filed pursuant to Rule 424(b)(5) Registration No. 333-285000 PROSPECTUS SUPPLEMENT (to prospectus dated March 25, 2025) New Horizon Aircraft Ltd. Up to $16,500,000 Common Shares This Prospectus Supplement amends and supplements the information in the prospectus supplement, dated March 25, 2025 (the “Original Prospectus Supplement”), and the accompanying prospectus dated March 25, 2025 (collectivel |
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| June 27, 2025 |
Horizon Aircraft Regains Compliance with Nasdaq Capital Market Listing Requirements Exhibit 99.1 Horizon Aircraft Regains Compliance with Nasdaq Capital Market Listing Requirements TORONTO, June 26, 2025 – New Horizon Aircraft (NASDAQ: HOVR), doing business as Horizon Aircraft (“Horizon Aircraft” or the “Company”), an advanced aerospace engineering company and developer of one the world’s first hybrid eVTOL (electric Vertical Take-Off and Landing) aircraft, announced today that i |
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| May 15, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) (Com |
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| May 15, 2025 |
Exhibit 99.1 Horizon Aircraft Achieves Historic Transition to Forward Flight ~ Horizon Aircraft’s unique Cavorite X7 eVTOL becomes the first aircraft in the world to achieve a stable transition using a novel fan-in-wing design ~ TORONTO, May 15, 2025 – New Horizon Aircraft (NASDAQ: HOVR), doing business as Horizon Aircraft, an advanced aerospace engineering company and developer of one of the worl |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41607 NEW HORIZO |
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| April 4, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-286233 PROSPECTUS 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 a |
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| April 2, 2025 |
New Horizon Aircraft Ltd. 3187 Highway 35 Lindsay, Ontario, Canada K9V 4R1 (613) 866-1935 April 2, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Eranga Dias Re: New Horizon Aircraft Ltd. Registration Statement on Form S-3 File No. 333-286233 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities |
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| March 28, 2025 |
As filed with the Securities and Exchange Commission on March 28, 2025 As filed with the Securities and Exchange Commission on March 28, 2025 Registration No. |
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| 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. |
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| March 26, 2025 |
New Horizon Aircraft Ltd. Up to $6,250,000 Common Shares Filed pursuant to Rule 424(b)(5) PROSPECTUS SUPPLEMENT Registration No. 333-285000 (to prospectus dated March 25, 2025) New Horizon Aircraft Ltd. Up to $6,250,000 Common Shares We have entered into a Capital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (the “Sales Agent” or “Jones”) relating to our Class A ordinary shares, without par value (the “ |
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| March 21, 2025 |
New Horizon Aircraft Ltd. 3187 Highway 35 Lindsay, Ontario, Canada K9V 4R1 (613) 866-1935 March 21, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jennifer Angelini Erin Purnell Re: New Horizon Aircraft Ltd. Amendment No. 1 to Registration Statement on Form S-3 File No. 333-285000 Ladies and Gentlemen: Pur |
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| March 21, 2025 |
March 21, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jennifer Angelini Erin Purnell Re: New Horizon Aircraft Ltd. Amendment No. 1 to Registration Statement on Form S-3 File No. 333-285000 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, JonesTrading Institutional |
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| March 18, 2025 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-280086 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated August 19, 2024) New Horizon Aircraft Ltd. Up to 5,737,704 Class A Ordinary Shares Warrants to Purchase up to 5,737,704 Class A Ordinary Shares Up to 5,737,704 Class A Ordinary Shares underlying such Warrants Pre-funded Warrants to Purchase up to 5,737,704 Class A Ordinary Shares Up to 5,7 |
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| March 18, 2025 |
As filed with the U.S. Securities and Exchange Commission on March 17, 2025 As filed with the U.S. Securities and Exchange Commission on March 17, 2025 Registration No. 333-280086 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW HORIZON AIRCRAFT LTD. (Exact Name of Registrant as Specified in its Charter) British Columbia 3721 98-1786743 (State or o |
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| March 18, 2025 |
As filed with the U.S. Securities and Exchange Commission on March 17, 2025 As filed with the U.S. Securities and Exchange Commission on March 17, 2025 Registration No. 333-277063 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW HORIZON AIRCRAFT LTD. (Exact Name of Registrant as Specified in its Charter) British Columbia 3721 98-1786743 (State or o |
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| March 18, 2025 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-277063 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated October 2, 2024) New Horizon Aircraft Ltd. Primary Offering of Up to 15,443,305 Class A Ordinary Shares Upon the Exercise of Warrants Secondary Offering of Up to 10,562,939 Class A Ordinary Shares Up to 565,375 Warrants This prospectus supplement updates and supplements the prospectus date |
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| March 17, 2025 |
As filed with the Securities and Exchange Commission on March 14, 2025 As filed with the Securities and Exchange Commission on March 14, 2025 Registration No. |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41607 |
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| March 14, 2025 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Peter Strand T: 202. |
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| February 26, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2025 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) |
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| February 14, 2025 |
Exhibit 4.8 NEW HORIZON AIRCRAFT LTD. INDENTURE Dated as of , 20 as Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establi |
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| February 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) New Horizon Aircraft Ltd. |
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| February 14, 2025 |
As filed with the Securities and Exchange Commission on February 14, 2025 As filed with the Securities and Exchange Commission on February 14, 2025 Registration No. |
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| February 14, 2025 |
Sales Agreement, by and among the Registrant and JonesTrading Institutional Services LLC. Exhibit 1.2 New Horizon Aircraft Ltd. Class A Ordinary Shares (No par value per share) Capital on Demand™ Sales Agreement February 14, 2025 JonesTrading Institutional Services LLC 325 Hudson Street., 6th Floor New York, NY 10013 Ladies and Gentlemen: New Horizon Aircraft Ltd., a British Columbia corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional |
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| February 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2025 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) |
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| January 27, 2025 |
Exhibit 99.1 Horizon Aircraft Successful with Nasdaq Listing Requirements Horizon Aircraft Shares to Remain Listed on Nasdaq Toronto, Canada, January 27, 2025 (GLOBE NEWSWIRE) – New Horizon Aircraft Ltd. (NASDAQ: HOVR), doing business as Horizon Aircraft (“Horizon Aircraft” or the “Company”), a leading hybrid electric Vertical Take-Off and Landing (“eVTOL”) aircraft developer, announced today that |
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| January 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2025 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) |
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| January 15, 2025 |
Exhibit 99.1 NEW HORIZON AIRCRAFT LTD. PROFORMA CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS AS AT NOVEMBER 30, 2024 EXPRESSED IN CANADIAN DOLLAR 000’S; UNAUDITED Form 10-Q as filed November 30, 2024 Pro forma** November 30, 2024 Assets: Current assets: Cash and cash equivalents $ 887 $ 11,994 Prepaid expenses 851 851 Accounts receivable 23 23 Total current assets 1,761 12,868 Operating lease ass |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41607 NEW HORIZO |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2025 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) |
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| January 13, 2025 |
Exhibit 10.1 Amendment to Subscription Agreement January 10, 2025 TO: New Horizon Aircraft Ltd. (the “Issuer”) Reference is made to those Subscription Agreements (collectively, the “Subscription Agreements”), dated December 18, 2024, between the Issuer and Canso Investment Counsel Ltd., in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it, Canso Select Op |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 20, 2024 |
Exhibit 99.1 Horizon Aircraft Secures $8.4 Million Strategic Investment ~ Deepens Investor’s Dedication to Horizon Aircraft Supporting Continued Operations and Development ~ Toronto, Canada, December 20, 2024 (GLOBE NEWSWIRE) – New Horizon Aircraft Ltd. (NASDAQ: HOVR), doing business as Horizon Aircraft (“Horizon Aircraft” or the “Company”), a leading hybrid electric Vertical TakeOff and Landing ( |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) |
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| December 20, 2024 |
Exhibit 3.1 Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies Notice of Articles BUSINESS CORPORATIONS ACT T.K. SPARKS This Notice of Articles was issued by the Registrar on: December 19, 202 |
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| December 20, 2024 |
Form of Subscription Agreement, dated December 18, 2024 Exhibit 10.1 NEW HORIZON AIRCRAFT LTD. SUBSCRIPTION AGREEMENT – common shares and Preferred Shares SUBSCRIPTION AGREEMENT TO: New Horizon Aircraft Ltd. (the “Issuer”) Canso Investment Counsel Ltd., in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it (the “Purchaser”), hereby subscribes for and agrees to purchase a total of [●] Class A ordinary shares of |
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| December 20, 2024 |
Articles of New Horizon Aircraft Ltd. Exhibit 3.2 NEW HORIZON AIRCRAFT LTD. (the “Company”) ARTICLES - ALTERATION (as of December 19, 2024 at 1:41 pm Pacific Time) In accordance with section 262(b) of the Business Corporations Act (British Columbia), a special resolutions of the voting shareholders of the Company passed on December 18, 2024 altering the Articles of the Company, the amendment attached. As of December 19, 2024 at 1:41 p |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 7, 2024 |
Exhibit 99.1 Horizon Aircraft Simplifies Capital Structure with Mutual Termination of Forward Purchase Agreement with Meteora Capital ~ Expects to Record a Gain of ~$20-25 Million in its Second Quarter from the Termination of the FPA ~ ~ The Removal of the Financing Structure Further Eliminates SPAC Overhang ~ Toronto, Canada, November 7, 2024 (GLOBE NEWSWIRE) – New Horizon Aircraft Ltd. (NASDAQ: |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) |
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| November 7, 2024 |
Mutual Termination Agreement, dated November 1, 2024, by and between the Company and Seller Exhibit 10.1 MUTUAL TERMINATION AGREEMENT THIS MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of November 1, 2024 (the “Effective Date”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”), and (iv) New Horizon |
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| November 6, 2024 |
HOVR / New Horizon Aircraft Ltd. / Canso Investment Counsel Ltd. - SC 13G Passive Investment SC 13G 1 d758397dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* New Horizon Aircraft Ltd. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) 64550A107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| October 17, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) |
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| October 10, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-277063 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated October 2, 2024) New Horizon Aircraft Ltd. Primary Offering of Up to 15,443,305 Class A Ordinary Shares Upon the Exercise of Warrants Secondary Offering of Up to 10,562,939 Class A Ordinary Shares Up to 565,375 Warrants This prospectus supplement updates and supplements the prospectus date |
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| October 10, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-280086 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated August 19, 2024) New Horizon Aircraft Ltd. Up to 5,737,704 Class A Ordinary Shares Warrants to Purchase up to 5,737,704 Class A Ordinary Shares Up to 5,737,704 Class A Ordinary Shares underlying such Warrants Pre-funded Warrants to Purchase up to 5,737,704 Class A Ordinary Shares Up to 5,7 |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41607 NEW HORIZON |
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| October 1, 2024 |
As filed with the U.S. Securities and Exchange Commission on October 1, 2024 As filed with the U.S. Securities and Exchange Commission on October 1, 2024 Registration No. 333-277063 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW HORIZON AIRCRAFT LTD. (Exact Name of Registrant as Specified in its Charter) British Columbia 3721 N/A (State or other j |
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| September 25, 2024 |
Form of Transfer and Release Agreement. Exhibit 3 SHARE TRANSFER AND RELEASE This Share Transfer and Release (this “Share Transfer”), dated as of , 2024, is made by (“Recipient”), in favor of Mehana Capital LLC, a Delaware limited liability company (“Mehana”). |
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| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* New Horizon Aircraft Ltd. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) 64550A107 (CUSIP Number) Dustin Shindo 4348 Waialae Ave., #632, Honolulu, Hawaii 96816 206-923-9234 (Name, Address and Telephone Number of Person Authorized |
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| September 5, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO COMMON SHARES PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON SHARES PURCHASE WARRANT, dated as of September 5, 2024 (this “Amendment”), amends that certain COMMON SHARES PURCHASE WARRANT (the “Warrant”), dated as of August 21, 2024, by New Horizon Aircraft Ltd. (the “Company”) for the benefit of the holder thereof or its permitted assigns (“Holder”). The Company an |
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| September 5, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) |
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| September 4, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) ( |
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| August 21, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) ( |
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| August 21, 2024 |
New Horizon Aircraft Announces Closing of $2.9 Million Public Offering Exhibit 99.1 New Horizon Aircraft Announces Closing of $2.9 Million Public Offering TORONTO, Aug. 21, 2024 (GLOBE NEWSWIRE) - New Horizon Aircraft (NASDAQ: HOVR), today closed its previously announced underwritten public offering of (i) 2,800,000 of its Class A ordinary shares, no par value per share, and accompanying warrants to purchase up to 2,800,000 of its Class A ordinary shares, and (ii) to |
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| August 20, 2024 |
New Horizon Aircraft Announces Pricing of $2.9 Million Public Offering Exhibit 99.1 New Horizon Aircraft Announces Pricing of $2.9 Million Public Offering TORONTO, Aug. 20, 2024 (GLOBE NEWSWIRE) - New Horizon Aircraft (NASDAQ: HOVR), doing business as Horizon Aircraft (“Horizon Aircraft” or the “Company”), an advanced aerospace engineering company and developer of hybrid eVTOL (electric Vertical Take-Off and Landing) aircraft, today announced the pricing of an underw |
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| August 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) ( |
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| August 20, 2024 |
Filed Pursuant to Rule 424(b)(4) Registration No. 333-280086 FINAL PROSPECTUS New Horizon Aircraft Ltd. 2,800,000 Class A Ordinary Shares Warrants to Purchase 5,800,000 Class A Ordinary Shares 5,800,000 Class A Ordinary Shares underlying such Warrants Pre-funded Warrants to Purchase 3,000,000 Class A Ordinary Shares 3,000,000 Class A Ordinary Shares underlying the Pre-funded Warrants We are offeri |
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| August 16, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-277063 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 10, 2024) New Horizon Aircraft Ltd. Primary Offering of Up to 15,443,305 Class A Ordinary Shares Upon the Exercise of Warrants Secondary Offering of Up to 10,562,939 Class A Ordinary Shares Up to 565,375 Warrants This prospectus supplement updates and supplements the prospectus dated M |
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| August 15, 2024 |
New Horizon Aircraft Ltd. 3187 Highway 35 Lindsay, Ontario, Canada K9V 4R1 (613) 866-1935 August 15, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Bradley Ecker Evan Ewing Re: New Horizon Aircraft Amendment No. 2 to Registration Statement on Form S-1 File No. 333-280086 Ladies and Gentlemen: Pursuant to R |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41607 NEW HORIZON AIRCRAFT |
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| August 15, 2024 |
VIA EDGAR August 15, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C., 20549 Attn: Bradley Ecker Evan Ewing Re: New Horizon Aircraft LTD. Statement on Form S-1, as amended File No. 333-280086 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) |
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| August 15, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) New Horizon Aircraft Ltd. |
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| August 15, 2024 |
As filed with the U.S. Securities and Exchange Commission on August 15, 2024 As filed with the U.S. Securities and Exchange Commission on August 15, 2024 Registration No. 333-280086 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW HORIZON AIRCRAFT LTD. (Exact Name of Registrant as Specified in its Charter) British Columbia 3721 98-1786743 (State or other jurisdict |
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| August 15, 2024 |
Exhibit 19 INSIDER TRADING POLICY APPROVED BY THE BOARD OF DIRECTORS EFFECTIVE JANUARY 12, 2024 I. |
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| July 23, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 98-1786743 (State or other jurisdiction of incorporation) (Co |
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| July 16, 2024 |
New Horizon Aircraft Ltd. 3187 Highway 35 Lindsay, Ontario, Canada K9V 4R1 (613) 866-1935 July 16, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Patrick Fullem Bradley Ecker Re: New Horizon Aircraft Registration Statement on Form S-1 File No. 333-280086 Withdrawal of Request for Acceleration of Effectiven |
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| July 12, 2024 |
New Horizon Aircraft Ltd. 3187 Highway 35 Lindsay, Ontario, Canada K9V 4R1 (613) 866-1935 July 12, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Bradley Ecker Evan Ewing Re: New Horizon Aircraft Amendment No. 1 to Registration Statement on Form S-1 File No. 333-280086 Ladies and Gentlemen: Pursuant to Rul |
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| July 12, 2024 |
VIA EDGAR July 12, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C., 20549 Attn: Bradley Ecker Evan Ewing Re: New Horizon Aircraft LTD. Statement on Form S-1, as amended File No. 333-280086 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), |
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| June 24, 2024 |
Exhibit 1.1 [●] Class A Ordinary Shares (or Pre-Funded Warrants to Purchase [●] Shares of Common Stock in Lieu Thereof) Warrants to Purchase [●] Common Shares NEW HORIZON AIRCRAFT LTD. UNDERWRITING AGREEMENT June [●], 2024 EF Hutton LLC as Representative of the several Underwriters named on Schedule I hereto 590 Madison Avenue, 39th Floor New York, NY 10022 Ladies and Gentlemen: New Horizon Aircra |
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| June 24, 2024 |
As filed with the U.S. Securities and Exchange Commission on June 24, 2024 As filed with the U.S. Securities and Exchange Commission on June 24, 2024 Registration No. 333-280086 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW HORIZON AIRCRAFT LTD. (Exact Name of Registrant as Specified in its Charter) British Columbia 3721 N/A (State or other jurisdiction of in |
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| June 24, 2024 |
Exhibit 4.5 COMMON SHARES PURCHASE WARRANT NEW HORIZON AIRCRAFT LTD. Warrant Shares: Initial Exercise Date: [●], 2024 THIS COMMON SHARES PURCHASE WARRANT (“Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial E |
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| June 24, 2024 |
Exhibit 4.6 PRE-FUNDED COMMON SHARE PURCHASE WARRANT NEW HORIZON AIRCRAFT LTD. Warrant Shares: Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (“Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo |
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| June 24, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) New Horizon Aircraft Ltd. |
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| June 10, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) New Horizon Aircraft Ltd. |
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| June 10, 2024 |
As filed with the U.S. Securities and Exchange Commission on June 10, 2024 As filed with the U.S. Securities and Exchange Commission on June 10, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW HORIZON AIRCRAFT LTD. (Exact Name of Registrant as Specified in its Charter) British Columbia 3721 N/A (State or other jurisdiction of incorporation or organizati |
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| May 13, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-277063 New Horizon Aircraft Ltd. Primary Offering of Up to 15,443,305 Class A Ordinary Shares Upon the Exercise of Warrants Secondary Offering of Up to 10,562,939 Class A Ordinary Shares Up to 565,375 Warrants This prospectus relates to the primary issuance by us of up to an aggregate of 15,443,305 Class A ordinary shares, no par value (the “Co |
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| May 10, 2024 |
Exhibit 99.1 Horizon Aircraft Provides Update on Technical Flight Testing Progress ~ Continued Flight-Testing Progress Approaching Full Transition to Forward Flight of the Company’s Large-Scale Prototype eVTOL Aircraft ~ ~ Dynamic Video Footage of Most Recent Flight Test ~ ~ Continuing Detailed Design of the Full-Scale Cavorite X7 Hybrid eVTOL Aircraft, on Track for Completion and Testing in 2026 |
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| May 10, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 N/A (State or other jurisdiction of incorporation) (Commission |
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| May 9, 2024 |
New Horizon Aircraft Ltd. 3187 Highway 35 Lindsay, Ontario, Canada K9V 4R1 (613) 866-1935 May 9, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Bradley Ecker Evan Ewing Re: New Horizon Aircraft Amendment No. 1 to Registration Statement on Form S-1 File No. 333-277063 Ladies and Gentlemen: Pursuant to Rule |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 New Horizon Aircraft Ltd. (Exact name of registrant as specified in its charter) British Columbia N/A (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3187 Highway 35 Lindsay, Ontario, K9V 4R1 (Address of Prin |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 New Horizon Aircraft Ltd. (Exact name of registrant as specified in its charter) British Columbia N/A (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3187 Highway 35 Lindsay, Ontario, K9V 4R1 (Address of Prin |
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| May 3, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) New Horizon Aircraft Ltd. |
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| May 3, 2024 |
Form of Assumed Stock Option.*# Exhibit 4.3 ROBINSON AIRCRAFT ULC OPTION AGREEMENT THIS AGREEMENT is dated as of [●] between Robinson Aircraft ULC (the “Corporation”) [●] (the “Participant”). CONTEXT: A. The Corporation has a stock option plan (as it may be amended at any time in accordance with its terms, the “Plan”). A copy of the Plan in effect on the date of this agreement has been (or is concurrently being) provided to the |
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| May 3, 2024 |
Exhibit 4.5 FORM OF DSU AGREEMENT This DSU Agreement is entered into between New Horizon Aircraft Ltd. (the “Company”) and the Participant named below, pursuant to the Company’s Omnibus Share Incentive Plan (the “Plan”), a copy of which is attached hereto, and confirms that on: 1. (the “Grant Date”), 2. (the “Participant”) 3. was granted deferred share units (“DSUs”), in accordance with the terms |
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| May 3, 2024 |
Exhibit 4.3 FORM OF OPTION AGREEMENT This Option Agreement is entered into between New Horizon Aircraft Ltd. (the “Company”) and the Participant named below, pursuant to the Company’s Omnibus Share Incentive Plan (the “Plan”), a copy of which is attached hereto, and confirms that on: 1. (the “Grant Date”), 2. (the “Participant”) 3. was granted options (“Options”) to purchase common shares of the C |
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| May 3, 2024 |
Form of Share Unit Agreement.# Exhibit 4.4 FORM OF SHARE UNIT AGREEMENT This Share Unit Agreement is entered into between New Horizon Aircraft Ltd. (the “Company”) and the Participant named below, pursuant to the Company’s Omnibus Share Incentive Plan (the “Plan”), a copy of which is attached hereto, and confirms that on: 1. (the “Grant Date”), 2. (the “Participant”) 3. was granted Share Units (“Share Units”), in accordance wit |
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| May 3, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) New Horizon Aircraft Ltd. |
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| April 29, 2024 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Peter Strand T: 202. |
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| April 29, 2024 |
As filed with the U.S. Securities and Exchange Commission on April 29, 2024 As filed with the U.S. Securities and Exchange Commission on April 29, 2024 Registration No. 333-277063 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW HORIZON AIRCRAFT LTD. (Exact Name of Registrant as Specified in its Charter) British Columbia 3721 N/A (State or other jurisdiction of i |
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| April 24, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 N/A (State or other jurisdiction of in |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41607 NEW HORIZO |
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| April 22, 2024 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Robinson Aircraft, ULC Opinion on the Financial Statements We have audited the accompanying balance sheets of Robinson Aircraft, ULC (“the Company”) as of May 31, 2023 and 2022, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 N/A (State or other jurisdiction of incorporation) (Commissi |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR Commission File Number: 001-41607 For Period Ended: February 29, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transitio |
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| April 8, 2024 |
As filed with the U.S. Securities and Exchange Commission on April 5, 2024 As filed with the U.S. Securities and Exchange Commission on April 5, 2024 Registration No. 333-277063 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW HORIZON AIRCRAFT LTD. (Exact Name of Registrant as Specified in its Charter) British Columbia 3721 N/A (State or other jurisdiction of in |
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| April 8, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) New Horizon Aircraft Ltd. |
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| April 8, 2024 |
Exhibit 4.4 THIS ISSUANCE AND SALE OF THIS SECURITY AND THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| April 5, 2024 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Peter Strand T: 202. |
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| April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 N/A (State or other jurisdiction of incorporation) (Commissio |
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| April 3, 2024 |
Exhibit 16.1 April 2, 2024 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Commissioners: We have read the statements made by New Horizon Aircraft Ltd. (f/k/a Pono Capital Three, Inc.) under Item 4.01 of its Form 8-K dated April 2, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements |
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| March 28, 2024 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of New Horizon Aircraft Ltd. (“New Horizon”) is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to New Horizon’s articles (the “Articles”), a copy of w |
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| March 28, 2024 |
Exhibit 21.1 SUBSIDIARIES OF NEW HORIZON AIRCRAFT LTD. Name Jurisdiction of Formation New Horizon Aircraft Operations Ltd. British Columbia HOVR Technologies Corp. Delaware |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41607 NEW HORIZON AI |
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| March 28, 2024 |
Exhibit 97 PONO CAPITAL THREE, INC. Incentive Compensation Recovery Policy (the “Policy”) 1. Recovery of Excess Incentive Compensation. If Pono Capital Three, Inc. (the “Company”) is required to prepare a Restatement, the Company’s board of directors (the “Board”) shall, unless the Board’s Compensation Committee determines it to be Impracticable, take reasonably prompt action to recover all Recove |
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| February 21, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 N/A (State or other jurisdiction of incorporation) (Commi |
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| February 21, 2024 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of February 14, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”) |
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| February 14, 2024 |
As filed with the U.S. Securities and Exchange Commission on February 14, 2024 As filed with the U.S. Securities and Exchange Commission on February 14, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW HORIZON AIRCRAFT LTD. (Exact Name of Registrant as Specified in its Charter) British Columbia 3721 N/A (State or other jurisdiction of incorporation or organi |
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| February 14, 2024 |
HOVR / New Horizon Aircraft Ltd. / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
Exhibit 3.1 PONO CAPITAL THREE, INC. CHANGED ITS NAME TO NEW HORIZON AIRCRAFT LTD. EFFECTIVE JANUARY 12, 2024 Pono Capital Three, Inc. (the “Company”) The Company has as its articles the following articles. Full name and signature of director Date of signing /s/ Davin Kazama Davin Kazama January 11, 2024 Pono Capital Three, Inc. (the “Company”) Continuation Number: C1460195 ARTICLES 1. Interpretat |
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| February 14, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) New Horizon Aircraft Ltd. |
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| February 13, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NEW HORIZON Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NEW HORIZON The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of New Horizon Aircraft Ltd.’s (the “Company” or “New Horizon”) consolidated results of operations and financial condition. The discussion should be read t |
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| February 13, 2024 |
Exhibit 99.1 Robinson Aircraft Ltd. Condensed Interim Balance Sheet As at November 30, 2023 and May 31, 2023 (Unaudited - Expressed in Canadian Dollars) November 30, 2023 May 31, 2023 (Audited) ASSETS Current Assets Cash and cash equivalents $ 5,878,503 $ 227,969 Accounts receivable 9 267,262 15,000 Prepaid expenses 92,933 2,509 Total current assets 6,238,698 245,478 Property and equipment, net 3 |
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| February 13, 2024 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION References in this section to “Horizon” refer to Legacy Horizon prior to the Closing. Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K to which this Exhibit 99.1 is attached. The Company is providing the following unaudited pro |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 N/A (State or other jurisdiction of in |
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| February 8, 2024 |
SC 13G/A 1 ea192866-13ga1wealthpono.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Pono Capital Three, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G71704129 (CUSIP Number) December 31, 2023 (Date of Eve |
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| January 22, 2024 |
HOVR / New Horizon Aircraft Ltd. / Shindo Dustin M - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* New Horizion Aircraft Ltd. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) 64550A107 (CUSIP Number) Davin Kazama Chief Executive Officer 643 Ilalo Street, #102, Honolulu, Hawaii 96813 (808) 892-6611 (Name, Address and Telephone Num |
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| January 19, 2024 |
Exhibit 10.2 NEW HORIZON AIRCRAFT LTD. OMNIBUS SHARE INCENTIVE PLAN TABLE OF CONTENTS Page No. ARTICLE 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 5 ARTICLE 2 PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS 6 2.1 Purpose of the Plan 6 2.2 Implementation and Administration of the Plan 6 2.3 Participation in this Plan 7 2.4 Shares Subject to the Plan 7 2.5 Limits with Respect |
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| January 19, 2024 |
Exhibit 10.16 CONTRACTOR AGREEMENT THIS CONTRACTOR AGREEMENT is made as of the 12th day of January, 2024. BETWEEN NEW HORIZON AIRCRAFT LTD. D/B/A HORIZON AIRCRAFT (the “Company”) - and - 2195790 Alberta Inc. (the “Contractor”) - and - Stewart Lee (the “Keyman”) (referred to individually as a “Party” and collectively as the “Parties”) WHEREAS the Contractor has been engaged with Robinson Aircraft L |
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| January 19, 2024 |
Exhibit 10.13 January 9, 2024 Private & Confidential Sent Via Email Jason O’Neill *** *** Dear Jason: Re: Offer of Employment with Horizon Aircraft As announced recently, New Horizon Aircraft Ltd. d/b/a Horizon Aircraft (the “Company”) has completed a business combination with Robinson Aircraft Ltd. (“Robinson”) whereby the Company has acquired all of the issued and outstanding shares of Robinson |
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| January 19, 2024 |
Exhibit 10.5 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2024, by and between (i) Pono Capital Three, Inc., a British Columbia company (the “Company”), (ii) Mehana Capital LLC (the “Sponsor”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA (as d |
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| January 19, 2024 |
Exhibit 10.10 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of , 2024, by the individual set forth on the signature page hereto (the “Subject Party”) in favor of and for the benefit of Pono Capital Three, Inc., a British Columbia company, which will be known after the consummation of the tran |
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| January 19, 2024 |
Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2024 by and among (i) Robinson Aircraft Ltd. d/b/a Horizon Aircraft., a British Columbia company (“Horizon”), (ii) Pono Capital Three, Inc., a British Columbia company (the “Company”), (iii) Mehana Capital LLC, a Delaware limited liability co |
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| January 19, 2024 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Formation 1460391 B.C. LTD. British Columbia |
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| January 19, 2024 |
Exhibit 10.12 January 5, 2024 Private & Confidential Sent Via Email Brandon Robinson *** *** Dear Brandon: Re: Offer of Employment with Horizon Aircraft As announced recently, New Horizon Aircraft Ltd. d/b/a Horizon Aircraft (the “Company”) has completed a business combination with Robinson Aircraft Ltd. (“Robinson”) whereby the Company has acquired all of the issued and outstanding shares of Robi |
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| January 19, 2024 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION References in this section to “Horizon” refer to Legacy Horizon prior to the Closing. Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K to which this Exhibit 99.1 is attached. The Company is providing the following unaudited pro |
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| January 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 N/A (State or other jurisdiction of incorporation) (Commis |
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| January 19, 2024 |
Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is dated , 202. BETWEEN: New Horizon Aircraft Ltd. a company existing under the laws of British Columbia (the “Company”) - and - [Name of director/officer] of [City or full address] (the “Indemnified Party”) Context A. The Company is a company governed by the Act. B. The Indemnified Party has, at the request of the Company, accepted the po |
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| January 19, 2024 |
Exhibit 10.15 January 9, 2024 Private & Confidential Sent Via Email Brian Robinson *** *** Dear Brian: Re: Offer of Employment with Horizon Aircraft As announced recently, New Horizon Aircraft Ltd. d/b/a Horizon Aircraft (the “Company”) has completed a business combination with Robinson Aircraft Ltd. (“Robinson”) whereby the Company has acquired all of the issued and outstanding shares of Robinson |
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| January 19, 2024 |
Exhibit 10.14 January 9, 2024 Private & Confidential Sent Via Email Brian Merker *** *** Dear Brian: Re: Offer of Employment with Horizon Aircraft As announced recently, New Horizon Aircraft Ltd. d/b/a Horizon Aircraft (the “Company”) has completed a business combination with Robinson Aircraft Ltd. (“Robinson”) whereby the Company has acquired all of the issued and outstanding shares of Robinson ( |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 N/A (State or other jurisdiction of incorporation) (Commis |
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| January 16, 2024 |
Exhibit 99.1 Horizon Aircraft Enters into Letter of Intent to purchase $250M of Cavorite X7 Aircraft, with an Option for up to $500M ~ Horizon Aircraft Signs Letter of Intent with JetSetGo, a Leading Regional Air Transportation Operator in India ~ Toronto, Canada, January 16, 2024 (GLOBE NEWSWIRE) – New Horizon Aircraft Ltd. (NASDAQ: HOVR), doing business as Horizon Aircraft (“Horizon Aircraft” or |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2024 NEW HORIZON AIRCRAFT LTD. (Exact name of registrant as specified in its charter) British Columbia 001-41607 N/A (State or other jurisdiction of incorporation) (Commis |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) British Columbia N/A (State of incorporation or organization) (I.R.S. Employer Identification |
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| January 12, 2024 |
Exhibit 99.1 Horizon Aircraft Completes Business Combination with Pono Capital Three, Inc. to Become a Publicly Traded Company ~ Horizon Aircraft Common Stock to Trade on Nasdaq Under Ticker “HOVR” ~ Toronto, Canada, January 12, 2024 (GLOBE NEWSWIRE) – Robinson Aircraft Ltd., doing business as Horizon Aircraft (“Horizon Aircraft” or the “Company”), a hybrid electric Vertical TakeOff and Landing (“ |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2024 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) British Columbia 001-41607 N/A (State or other jurisdiction of incorporation) (Commiss |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2024 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) British Columbia 001-41607 N/A (State or other jurisdiction of incorporation) (Commiss |
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| January 11, 2024 |
Exhibit 3.1 Pono Capital Three, Inc. (the “Company”) Continuation Number: ARTICLES Page Nos 1. Interpretation 1 2. Shares and Share Certificates 1 3. Issue of Shares 3 4. Share Registers 4 5. Share Transfers 4 6. Transmission of Shares 5 7. Purchase of Shares 5 8. Borrowing Powers 6 9. Alterations 6 10. Meetings of Shareholders 7 11. Proceedings at Meetings of Shareholders 8 12. Votes of Sharehold |
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| January 11, 2024 |
Post-continuance Pono Articles Exhibit 3.1 Pono Capital Three, Inc. (the “Company”) Continuation Number: ARTICLES Page Nos 1. Interpretation 1 2. Shares and Share Certificates 1 3. Issue of Shares 3 4. Share Registers 4 5. Share Transfers 4 6. Transmission of Shares 5 7. Purchase of Shares 5 8. Borrowing Powers 6 9. Alterations 6 10. Meetings of Shareholders 7 11. Proceedings at Meetings of Shareholders 8 12. Votes of Sharehold |
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| January 5, 2024 |
Exhibit 99.1 Pono Capital Three, Inc. Receives Shareholder Approval of the Business Combination with Horizon Aircraft Honolulu, Hawaii and Toronto, Canada, January 5, 2024 (GLOBE NEWSWIRE) – Robinson Aircraft Ltd., doing business as Horizon Aircraft (“Horizon Aircraft” or the “Company”), a hybrid electric Vertical TakeOff and Landing (“eVTOL”) aircraft developer, and Pono Capital Three, Inc. (“Pon |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-41607 N/A (State or other jurisdiction of incorporation) (Commission |
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| January 5, 2024 |
Exhibit 99.1 Pono Capital Three, Inc. Receives Shareholder Approval of the Business Combination with Horizon Aircraft Honolulu, Hawaii and Toronto, Canada, January 5, 2024 (GLOBE NEWSWIRE) – Robinson Aircraft Ltd., doing business as Horizon Aircraft (“Horizon Aircraft” or the “Company”), a hybrid electric Vertical TakeOff and Landing (“eVTOL”) aircraft developer, and Pono Capital Three, Inc. (“Pon |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-41607 N/A (State or other jurisdiction of incorporation) (Commission |
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| January 3, 2024 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT Pono Capital Three, Inc. 643 Ilalo Street, #102 Honolulu, HI 96813 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) between Pono Capital Three, Inc., a Cayman Islands exempted company (including its successor by continuation to British Columbia, Canada, the “Company”), and Robinson Aircraft Ltd, a British Columbia co |
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| January 3, 2024 |
Form of Subscription Agreement Exhibit 10.1 SUBSCRIPTION AGREEMENT Pono Capital Three, Inc. 643 Ilalo Street, #102 Honolulu, HI 96813 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) between Pono Capital Three, Inc., a Cayman Islands exempted company (including its successor by continuation to British Columbia, Canada, the “Company”), and Robinson Aircraft Ltd, a British Columbia co |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2023 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-41607 N/A (State or other jurisdiction of incorporation) (Commissi |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2023 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-41607 N/A (State or other jurisdiction of incorporation) (Commissi |
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| January 3, 2024 |
Filed by Pono Capital Three, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pono Capital Three, Inc. (SEC File No. 333-274502) Horizon Aircraft Announces Board of Directors for Post-Merger Public Company ~ Board Announced in Anticipation of January 2024 Merger Between Horizon Aircraft an |
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| December 29, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No.: 333-274502 Supplement No. 1, Dated December 28, 2023 (to the Proxy Statement/Prospectus dated December 21, 2023) SUPPLEMENT NO. 1 TO PROXY STATEMENT OF PONO CAPITAL THREE, INC. PROSPECTUS FOR UP TO 9,213,052 SHARES OF COMMON STOCK ––––––––––––––––––––––––––––––––– This Supplement No. 1, dated December 28, 2023 (this “Supplement”), updates and supp |
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| December 27, 2023 |
Filed by Pono Capital Three, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pono Capital Three, Inc. (SEC File No. 333-274502) Horizon Aircraft and Pono Capital Three, Inc. Announce Effectiveness of Form S-4 Registration Statement and Date of Pono’s Special Meeting to Approve Business Co |
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| December 22, 2023 |
PROXY STATEMENT OF PONO CAPITAL THREE, INC. PROSPECTUS FOR UP TO SHARES OF COMMON STOCK Filed Pursuant to Rule 424(b)(3) Registration No.: 333-274502 PROXY STATEMENT OF PONO CAPITAL THREE, INC. PROSPECTUS FOR UP TO SHARES OF COMMON STOCK ––––––––––––––––––––––––––––––––– To the Shareholders of Pono Capital Three, Inc.: We are pleased to provide this proxy statement/prospectus relating to the proposed amalgamation (the “Amalgamation”) of Pono Three Merger Acquisitions Corp., a British |
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| December 19, 2023 |
Pono Capital Three, Inc. 643 Ilalo St. #102 Honolulu, Hawaii 96813 Pono Capital Three, Inc. 643 Ilalo St. #102 Honolulu, Hawaii 96813 December 19, 2023 VIA EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeff Gordon Andrew Blume Sarah Sidwell Asia Timmons-Pierce Re: Pono Capital Three, Inc. Registration Statement on Form S-4 Filed September 13, 2023, as amen |
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| December 18, 2023 |
As filed with the U.S. Securities and Exchange Commission on December 18, 2023. As filed with the U.S. Securities and Exchange Commission on December 18, 2023. Registration No. 333-274502 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––– Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––––––– PONO CAPITAL THREE, INC. (Exact name of registrant as specified in i |
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| December 18, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202. |
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| December 12, 2023 |
As filed with the U.S. Securities and Exchange Commission on December 12, 2023. As filed with the U.S. Securities and Exchange Commission on December 12, 2023. Registration No. 333-274502 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––– Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––––––– PONO CAPITAL THREE, INC. (Exact name of registrant as specified in i |
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| December 12, 2023 |
Filed by Pono Capital Three, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pono Capital Three, Inc. (SEC File No. 333-274502) Horizon Aircraft Appoints Brian Merker as Chief Financial Officer Ahead of Anticipated Business Combination Expands and Strengthens Leadership Team with Seasoned |
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| December 12, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202. |
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| December 6, 2023 |
Filed by Pono Capital Three, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pono Capital Three, Inc. (SEC File No. 333-274502) Horizon Aircraft Secures Investment from Canso Investment Counsel Ltd. ~ Private Placement of $6.7 Million CAD Defines Next Phase of Growth for Horizon, Supporti |
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| November 29, 2023 |
Exhibit 99.1 BUILDING THE FUTURE HOR I Z ON A I R C R A F T IN V E S T O R DE C K 202 3 PR I VAT E AN D CO N F I D E N T I A L HORIZON AIRCRAFT | A NEW TYPE OF AEROSPACE COMPANY RE N D E RI N G O F T H E X 7 O V E R A C I T Y This document contains forward - looking statements regarding, among other things, the strategies of Robinson Aircraft Ltd . (“ Horizon Aircraft ” or “ we ” or “ our ”) which |
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| November 29, 2023 |
Exhibit 99.1 BUILDING THE FUTURE HOR I Z ON A I R C R A F T IN V E S T O R DE C K 202 3 PR I VAT E AN D CO N F I D E N T I A L HORIZON AIRCRAFT | A NEW TYPE OF AEROSPACE COMPANY RE N D E RI N G O F T H E X 7 O V E R A C I T Y This document contains forward - looking statements regarding, among other things, the strategies of Robinson Aircraft Ltd . (“ Horizon Aircraft ” or “ we ” or “ our ”) which |
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| November 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 29, 2023 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-41607 N/A (State or other jurisdiction of incorporation) (Commissi |
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| November 29, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 29, 2023 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-41607 N/A (State or other jurisdiction of incorporation) (Commissi |
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| November 20, 2023 |
Form of Non-Competition and Non-Solicitation Agreement. Exhibit 10.14 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 2023, by the individual set forth on the signature page hereto (the “Subject Party”) in favor of and for the benefit of Pono Capital Three, Inc., a Cayman Islands exempted company, which will be known after the consum |
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| November 20, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202. |
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| November 20, 2023 |
As filed with the U.S. Securities and Exchange Commission on November 20, 2023. As filed with the U.S. Securities and Exchange Commission on November 20, 2023. Registration No. 333-274502 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––– Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––––––– PONO CAPITAL THREE, INC. (Exact name of registrant as specified in i |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41607 PONO CAPI |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P |
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| October 23, 2023 |
Consent of Brandon Robinson to be named as a director. Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Pono Capital Three, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Pono Capital |
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| October 23, 2023 |
As filed with the U.S. Securities and Exchange Commission on October 20, 2023. As filed with the U.S. Securities and Exchange Commission on October 20, 2023. Registration No. 333-274502 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––– Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––––––– PONO CAPITAL THREE, INC. (Exact name of registrant as specified in it |
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| October 23, 2023 |
Consent of Jason O’Neill to be named as a director. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Pono Capital Three, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Pono Capital |
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| October 23, 2023 |
Consent of John Pinsent to be named as a director. Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Pono Capital Three, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Pono Capital |
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| October 23, 2023 |
Consent of John Maris to be named as a director. Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Pono Capital Three, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Pono Capital |
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| October 20, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202. |
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| September 13, 2023 |
Calculation of Registration Fee. Exhibit 107 Calculation of Filing Fee Tables S-4 ………….. (Form Type) Pono Capital Three, Inc. ……………………………………………………..… (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate |
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| September 13, 2023 |
Consent of Brandon Robinson to be named as a director. Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Pono Capital Three, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Pono Capital |
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| September 13, 2023 |
Consent of Jason O’Neill to be named as a director. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Pono Capital Three, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Pono Capital |
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| September 13, 2023 |
Consent of John Maris to be named as a director. Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Pono Capital Three, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Pono Capital |
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| September 13, 2023 |
As filed with the U.S. Securities and Exchange Commission on September 13, 2023. As filed with the U.S. Securities and Exchange Commission on September 13, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––– FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––––––– PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) –––––––––––– |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2023 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-41607 N/A (State or other jurisdiction of incorp |
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| August 17, 2023 |
Exhibit 99.1 Horizon Aircraft, an electric Vertical TakeOff and Landing (eVTOL) aircraft developer, announces the signing of a definitive agreement to go public via a business combination with Pono Capital Three, Inc., a Nasdaq listed company. - Updated Honolulu, Hawaii and Toronto, Canada, August 17, 2023 (GLOBE NEWSWIRE) — Pono Capital Three, Inc. (NASDAQ: PTHR, PTHRU and PTHRW), a special purpo |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2023 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-41607 N/A (State or other jurisdiction of incorp |
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| August 17, 2023 |
Exhibit 99.1 Horizon Aircraft, an electric Vertical TakeOff and Landing (eVTOL) aircraft developer, announces the signing of a definitive agreement to go public via a business combination with Pono Capital Three, Inc., a Nasdaq listed company. - Updated Honolulu, Hawaii and Toronto, Canada, August 17, 2023 (GLOBE NEWSWIRE) — Pono Capital Three, Inc. (NASDAQ: PTHR, PTHRU and PTHRW), a special purpo |
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| August 15, 2023 |
Exhibit 10.5 Execution Version Date: August 15, 2023 To: Pono Capital Three, Inc., a Cayman Islands exempted company (“PTHR”) and Robinson Aircraft Ltd. d/b/a Horizon Aircraft, a British Columbia company (“Target”). Address: 643 Ilalo Street, #102 Honolulu, Hawaii 96813 From: (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora S |
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| August 15, 2023 |
Exhibit 10.6 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 15, 2023, by and among Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, in connection with the transactions contemplated by the Business Combination Agreement, dated as of August 15, 2023 (as may |
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| August 15, 2023 |
Business Combination Agreement, dated August 15, 2023, by and among Pono, Merger Sub and Horizon. Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among Pono Capital Three, Inc. as the SPAC, Robinson Aircraft Ltd. d/b/a Horizon Aircraft as the Company, and Pono Three Merger Acquisitions Corp. as Merger Sub Dated as of August 15, 2023 TABLE OF CONTENTS ARTICLE I BUSINESS COMBINATION 8 1.1 The Amalgamation 8 1.2 Securities Certificates. 9 1.3 Effective Date 9 1.4 Effecting the Amalgamation 9 1. |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2023 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-41607 N/A (State or other jurisdiction of incorporation) (Commission |
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| August 15, 2023 |
Exhibit 10.3 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of August 15, 2023 (this “Agreement”), by and among MEHANA CAPITAL LLC, a Delaware limited liability company (“Supporter”), Pono Capital Three, Inc., a Cayman Islands exempted company (“SPAC”), and Robinson Aircraft Ltd. d/b/a Horizon Aircraft (the “Company”). Terms used but not defined in this Agreement shall have the |
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| August 15, 2023 |
Forward Share Purchase Agreement, dated August 15, 2023, by and among Pono and Meteora. Exhibit 10.5 Execution Version Date: August 15, 2023 To: Pono Capital Three, Inc., a Cayman Islands exempted company (“PTHR”) and Robinson Aircraft Ltd. d/b/a Horizon Aircraft, a British Columbia company (“Target”). Address: 643 Ilalo Street, #102 Honolulu, Hawaii 96813 From: (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora S |
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| August 15, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among Pono Capital Three, Inc. as the SPAC, Robinson Aircraft Ltd. d/b/a Horizon Aircraft as the Company, and Pono Three Merger Acquisitions Corp. as Merger Sub Dated as of August 15, 2023 TABLE OF CONTENTS ARTICLE I BUSINESS COMBINATION 8 1.1 The Amalgamation 8 1.2 Securities Certificates. 9 1.3 Effective Date 9 1.4 Effecting the Amalgamation 9 1. |
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| August 15, 2023 |
Exhibit 99.1 Horizon Aircraft, an electric Vertical TakeOff and Landing (eVTOL) aircraft developer, announces the signing of a definitive agreement to go public via a business combination with Pono Capital Three, Inc., a Nasdaq listed company. Honolulu, Hawaii and Toronto, Canada, August 15, 2023 (GLOBE NEWSWIRE) — Pono Capital Three, Inc. (NASDAQ: PTHR, PTHRU and PTHRW), a special purpose acquisi |
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| August 15, 2023 |
Exhibit 99.1 Horizon Aircraft, an electric Vertical TakeOff and Landing (eVTOL) aircraft developer, announces the signing of a definitive agreement to go public via a business combination with Pono Capital Three, Inc., a Nasdaq listed company. Honolulu, Hawaii and Toronto, Canada, August 15, 2023 (GLOBE NEWSWIRE) — Pono Capital Three, Inc. (NASDAQ: PTHR, PTHRU and PTHRW), a special purpose acquisi |
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| August 15, 2023 |
Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2023, by and between (i) Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”), (ii) Mehana Capital LLC (the “Sponsor”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to su |
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| August 15, 2023 |
Form of Registration Rights Agreement. Exhibit 10.2 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2023 by and among (i) Robinson Aircraft Ltd. d/b/a Horizon Aircraft., a British Columbia c ompany (“Horizon”), (ii) Pono Capital Three, Inc., a Cayman Islands exempted company (including its su ccessors by continuance, the “Company”), (iii) Mehana Capit |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2023 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-41607 N/A (State or other jurisdiction of incorporation) (Commission |
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| August 15, 2023 |
Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2023, by and between (i) Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”), (ii) Mehana Capital LLC (the “Sponsor”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to su |
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| August 15, 2023 |
Exhibit 10.2 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2023 by and among (i) Robinson Aircraft Ltd. d/b/a Horizon Aircraft., a British Columbia c ompany (“Horizon”), (ii) Pono Capital Three, Inc., a Cayman Islands exempted company (including its su ccessors by continuance, the “Company”), (iii) Mehana Capit |
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| August 15, 2023 |
Exhibit 10.4 VOTING AGREEMENT This VOTING AGREEMENT, dated as of August 15, 2023 (this “Agreement”), by and among Pono Capital Three, Inc., a Cayman Islands exempted company (the “SPAC”), Robinson Aircraft Ltd., a British Columbia company (the “Company”), and each of the shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Shareholder” and, coll |
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| August 15, 2023 |
Exhibit 10.4 VOTING AGREEMENT This VOTING AGREEMENT, dated as of August 15, 2023 (this “Agreement”), by and among Pono Capital Three, Inc., a Cayman Islands exempted company (the “SPAC”), Robinson Aircraft Ltd., a British Columbia company (the “Company”), and each of the shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Shareholder” and, coll |
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| August 15, 2023 |
Form of Subscription Agreement, dated August 15, 2023, by and among Pono and Meteora. Exhibit 10.6 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 15, 2023, by and among Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, in connection with the transactions contemplated by the Business Combination Agreement, dated as of August 15, 2023 (as may |
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| August 15, 2023 |
Exhibit 10.3 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of August 15, 2023 (this “Agreement”), by and among MEHANA CAPITAL LLC, a Delaware limited liability company (“Supporter”), Pono Capital Three, Inc., a Cayman Islands exempted company (“SPAC”), and Robinson Aircraft Ltd. d/b/a Horizon Aircraft (the “Company”). Terms used but not defined in this Agreement shall have the |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41607 PONO CAPITAL THREE, INC. (Exact name of registra |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41607 PONO CAPITAL THREE, INC. (Exact name of registr |
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| March 30, 2023 |
Pono Capital Three, Inc. Announces the Separate Trading of Its Class A Ordinary Shares and Warrants Exhibit 99.1 Pono Capital Three, Inc. Announces the Separate Trading of Its Class A Ordinary Shares and Warrants HONOLULU, HAWAII – March 29, 2023 – Pono Capital Three, Inc. (the “Company”) a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, today |
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| March 30, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Pono Capital Three, Inc. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-41607 N/A (Commission |
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| March 30, 2023 |
Description of Registered Securities.* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of Pono Capital Three, Inc. does not purport to be complete and is qualified in its entirety by reference to our memorandum and articles of association, as amended, (“Articles”) which are incorporated by reference as an |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41607 PONO CAPITAL THREE, INC. (Exact name of registrant a |
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| March 9, 2023 |
KYG717041290 / PONO CAPITAL THREE INC / Wealthspring Capital LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pono Capital Three, Inc. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G71704129** (CUSIP Number) February 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| March 9, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendments thereto, if any) with respect to the ordin |
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| February 21, 2023 |
PONO CAPITAL THREE, INC. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 PONO CAPITAL THREE, INC. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 14, 2023 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Pono Capital Three, Inc. Opinion on the Financial Statement We have audited the accompanying bal |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 Pono Capital Three, Inc. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-41607 N/A (Commissi |
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| February 15, 2023 |
EX-99.2 11 ex99-2.htm Exhibit 99.2 Pono Capital Three, Inc. Announces Closing of $115,000,000 Initial Public Offering and Full Exercise of Over-Allotment Option HONOLULU, HAWAII – February 14, 2023 – Pono Capital Three, Inc. (the “Company”) today announced the closing of its initial public offering of 10,000,000 units at $10.00 per unit, including 1,500,000 units issued pursuant to the full exerci |
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| February 15, 2023 |
Pono Capital Three, Inc. Announces Pricing of $100,000,000 Initial Public Offering Exhibit 99.1 Pono Capital Three, Inc. Announces Pricing of $100,000,000 Initial Public Offering HONOLULU, HAWAII – February 9, 2023 – Pono Capital Three, Inc. (the “Company”) announced today that it priced its initial public offering of 10,000,000 units at $10.00 per unit. The units will be listed on Nasdaq and will begin trading tomorrow, February 10, 2023, under the ticker symbol “PTHRU”. Each u |
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| February 15, 2023 |
EX-1.1 2 ex1-1.htm Exhibit 1.1 PONO CAPITAL THREE, INC. UNDERWRITING AGREEMENT New York, New York February 9, 2023 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its a |
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| February 15, 2023 |
EX-10.1 5 ex10-1.htm Exhibit 10.1 February 9, 2023 Pono Capital Three, Inc. 643 Ilalo Street, #102 Honolulu, Hawaii 96813 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Pono Capital Three, Inc., a Cayman Islands exempted c |
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| February 15, 2023 |
EX-10.6 9 ex10-6.htm Exhibit 10.6 Pono Capital Three, Inc. February 9, 2023 Mehana Capital LLC Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Pono Capital Three, Inc.(the “Company”) and Mehana Capital LLC (“Mehana Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first l |
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| February 15, 2023 |
Exhibit 4.1 WARRANT AGREEMENT between PONO CAPITAL THREE, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Warrant Agreement (this “Agreement”), is made as of February 9, 2023, between Pono Capital Three, Inc., a Cayman Islands exempted company with registration number 394949 (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent |
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| February 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 Pono Capital Three, Inc. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) Cayman Islands 001-41607 |
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| February 15, 2023 |
EX-10.2 6 ex10-2.htm Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (the “Agreement”) is made effective as of February 9, 2023 by and between Pono Capital Three, Inc., a Cayman Islands exempted company with registration number 394949 (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”). WHEREAS, |
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| February 15, 2023 |
EX-10.3 7 ex10-3.htm Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 9, 2023, is made and entered into by and among Pono Capital Three, Inc., a Cayman Islands exempted company with registration number 394949 (the “Company”), Mehana Capital LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchma |
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| February 15, 2023 |
EX-3.1 3 ex3-1.htm Exhibit 3.1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS PONO CAPITAL THREE, INC. An Exempted Company Limited By Shares second amended and restated MEMORANDUM OF ASSOCIATION (Adopted by special resolution dated 8 February 2023) 1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS MEMORANDUM OF ASSOCIATION OF PONO CAPITAL THREE, INC. (Adopted by special resolution dated 8 Feb |
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| February 15, 2023 |
EX-10.4 8 ex10-4.htm Exhibit 10.4 Pono Capital Three, Inc. 643 Ilalo Street Honolulu, Hawaii 96813 February 9, 2023 Ladies and Gentlemen: Pono Capital Three, Inc. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), |
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| February 10, 2023 |
PONO CAPITAL THREE, INC. 10,000,000 Units Filed Pursuant to Rule 424(b)(4) Registration No. 333-268283 PROSPECTUS PONO CAPITAL THREE, INC. $100,000,000 10,000,000 Units Pono Capital Three, Inc. is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more bus |
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| February 7, 2023 |
EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 February 7, 2023 VIA EDGAR U. |
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| February 7, 2023 |
CORRESP 1 filename1.htm PONO CAPITAL THREE, INC. February 7, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Ameen Hamady Jennifer Monick Stacie Gorman Maryse Mills-Apenteng Re: Pono Capital Three, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-268283) (the “Registration Statemen |
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| January 26, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 26, 2023 As filed with the U.S. Securities and Exchange Commission on January 26, 2023 Registration No. 333-268283 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (AMENDMENT NO. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of i |
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| January 26, 2023 |
Form of Nominating and Corporate Governance Committee Charter* EX-99.3 4 ex99-3.htm Exhibit 99.3 CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSE The Board of Directors (the “Board”) of Pono Capital Three, Inc. (the “Company”) appoints the Corporate Governance and Nominating Committee (the “Committee”) of the Board. The primary purposes of the Committee shall be to: (a) identify individuals qualified to become |
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| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Pono Capital Three, Inc. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N |
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| January 26, 2023 |
Exhibit 107 Calculation of Filing Fee Exhibit 107 S-1 …………………………………………………….. Pono Capital Three, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forw |
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| January 10, 2023 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant* Exhibit 4.4 WARRANT AGREEMENT between PONO CAPITAL THREE, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Warrant Agreement (this “Agreement”), is made as of [ ], 2023, between Pono Capital Three, Inc., a Cayman Islands exempted company with registration number [ ] (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such c |
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| January 10, 2023 |
Second Amended and Restated Memorandum and Articles of Association* Exhibit 3.2 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS PONO CAPITAL THREE, INC. An Exempted Company Limited By Shares second amended and restated MEMORANDUM OF ASSOCIATION (Adopted by special resolution dated [date]) THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS MEMORANDUM OF ASSOCIATION OF PONO CAPITAL THREE, INC. (Adopted by special resolution dated [ ]) An Exempted Company Limited By |
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| January 10, 2023 |
Form of Registration Rights Agreement among the Registrant and certain securityholders* Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Pono Capital Three, Inc., a Cayman Islands exempted company with registration number [ ] (the “Company”), Mehana Capital LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Repre |
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| January 10, 2023 |
Form of Underwriting Agreement* Exhibit 1.1 PONO CAPITAL THREE, INC. UNDERWRITING AGREEMENT New York, New York , 2023 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EF Hutton, divi |
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| January 10, 2023 |
Exhibit 10.7 [ ], 2023 Pono Capital Three, Inc. 643 Ilalo Street, #102 Honolulu, Hawaii 96813 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”) and E |
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| January 10, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 9, 2023 As filed with the U.S. Securities and Exchange Commission on January 9, 2023 Registration No. 333-268283 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (AMENDMENT NO. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of in |
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| January 10, 2023 |
Form of Placement Unit Purchase Agreement between the Registrant and Mehana Capital LLC* Exhibit 10.3 Pono Capital Three, Inc. 643 Ilalo Street Honolulu, Hawaii 96813 [ ], 2023 Ladies and Gentlemen: Pono Capital Three, Inc. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its init |
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| January 9, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Andy Tucker T: 202. |
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| November 10, 2022 |
Form of Underwriting Agreement* Exhibit 1.1 PONO CAPITAL THREE, INC. UNDERWRITING AGREEMENT New York, New York , 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EF Hutton, divi |
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| November 10, 2022 |
Exhibit 10.6 AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT This AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT (this ?Agreement?) is entered into as of May 17, 2022 (the ?Effective Date?), Mehana Capital LLC, a Delaware limited liability company (the ?Subscriber? or ?you?), and Pono Capital Three, Inc., a Delaware corporation (the ?Company,? ?we? or ?us?). WHEREAS, the Parties ent |
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| November 10, 2022 |
EX-99.5 22 ex99-5.htm Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Pono Capital Three, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of |
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| November 10, 2022 |
EX-4.1 5 ex4-1.htm Exhibit 4.1 NUMBER PTHRU- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS Pono Capital Three, Inc. CUSIP 73245C204 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one Class A ordinary share, with a par value $0.0001 per share (“Class A Ordinary Shares”), of Pono Capital Three, Inc., a Cayman Islan |
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| November 10, 2022 |
Form of Administrative Support Agreement by and between the Registrant and Mehana Capital LLC*** EX-10.8 15 ex10-8.htm Exhibit 10.8 Pono Capital Three, Inc. [ ], 2023 Mehana Capital LLC Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Pono Capital Three, Inc.(the “Company”) and Mehana Capital LLC (“Mehana Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed |
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| November 10, 2022 |
Form of Placement Unit Purchase Agreement between the Registrant and Mehana Capital LLC* Exhibit 10.3 Pono Capital Three, Inc. 643 Ilalo Street Honolulu, Hawaii 96813 [ ], 2023 Ladies and Gentlemen: Pono Capital Three, Inc. (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (?Securities Act?), in connection with its init |
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| November 10, 2022 |
EX-10.4 11 ex10-4.htm Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2022, between Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless |
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| November 10, 2022 |
As filed with the U.S. Securities and Exchange Commission on November 9, 2022 As filed with the U.S. Securities and Exchange Commission on November 9, 2022 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Caymans Islands 6770 N/A (State or other jurisdiction of incorporation or organi |
