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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 incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

3187 Highway 35, Lindsay, Ontario, K9V 4R1

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (613) 866-1935

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Class A Ordinary Share, no par value   HOVR   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share   HOVRW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) amends the Current Report on Form 8-K of New Horizon Aircraft Ltd., a British Columbia company (the “Company”), filed on January 12, 2024 (as amended by Amendment No. 1 on Form 8-K filed on February 13, 2023, the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).

 

This Amendment No. 2 is being filed solely for the purpose of amending the historical financial statements provided under Item 9.01(a) in the Original Report to include the audited financial statements of Robinson Aircraft, Ltd. d/b/a Horizon Aircraft, a British Columbia company (“Legacy Horizon”), for the year ended May 31, 2023, which have been restated to reflect a reclassification of previously capitalized deferred development costs to operating research and development costs (the “Restated Financial Statements”).

 

This Amendment No. 2 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A. Capitalized terms used but not defined herein have the meanings assigned to them in the Original Report.

 

1

 

 

Item 9.01. Financial Statement and Exhibits.

 

(a) Financial statements of businesses acquired.

 

The Restated Financial Statements and related notes thereto are attached as Exhibit 99.1 and are incorporated herein by reference.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Restated audited financial statements of Robinson Aircraft Ltd. as of May 31, 2023 and 2022 and for each of the years in the two-year period ended May 31, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NEW HORIZON AIRCRAFT LTD.
     
Date: April 24, 2024 By: /s/ E. Brandon Robinson
  Name:   E. Brandon Robinson
  Title: Chief Executive Officer

 

 

3

 

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Cover
Jan. 12, 2024
Document Type 8-K/A
Amendment Flag true
Amendment Description This Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) amends the Current Report on Form 8-K of New Horizon Aircraft Ltd., a British Columbia company (the “Company”), filed on January 12, 2024 (as amended by Amendment No. 1 on Form 8-K filed on February 13, 2023, the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).
Document Period End Date Jan. 12, 2024
Entity File Number 001-41607
Entity Registrant Name NEW HORIZON AIRCRAFT LTD.
Entity Central Index Key 0001930021
Entity Tax Identification Number 00-0000000
Entity Incorporation, State or Country Code A1
Entity Address, Address Line One 3187 Highway 35
Entity Address, City or Town Lindsay
Entity Address, State or Province ON
Entity Address, Postal Zip Code K9V 4R1
City Area Code 613
Local Phone Number 866-1935
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Class A Ordinary Share, no par value  
Title of 12(b) Security Class A Ordinary Share, no par value
Trading Symbol HOVR
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share  
Title of 12(b) Security Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol HOVRW
Security Exchange Name NASDAQ
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