PTHRU Pono Capital Three Inc

 

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)		(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. ☐

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On August 19, 2024, New Horizon Aircraft Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton LLC as the underwriter (the “Underwriter”), relating to a firm commitment underwritten public offering (the “Offering”) of 5,800,000 units (the “Units”) at a public offering price of $0.50 per Unit, with each Unit consisting of: (i) either one Class A ordinary share, no par value per share, of the Company (a “Common Share”) or one pre-funded warrant to purchase one Common Share (the “Pre-Funded Warrants”); and (ii) one warrant (“Warrant”) to purchase one Common Share.

 

The Warrant is immediately exercisable on the date of issuance at an exercise price of $0.75 per Common Share and expires five years from the closing date of the Offering.

 

The Pre-Funded Warrants have an initial exercise price per Common Share equal to $0.00001. The Pre-Funded Warrants will be immediately exercisable and will expire when exercised in full.

 

The gross proceeds to the Company from the Offering, before deducting the underwriting discounts and other offering expenses and assuming no exercise of Warrants, are expected to be approximately $2.9 million and up to approximately $7.25 million, assuming the Warrants are exercised in full for cash. The Company has agreed to pay the Underwriter an underwriting discount equal to 7.0% of the gross proceeds of the Offering.

 

The Company intends to use the net proceeds of the Offering for working capital and other general corporate purposes.

 

The Company and its directors and executive officers also agreed that, for a period of ninety (90) days after the closing date of the Offering, subject to certain limited exceptions and as applicable, not to directly or indirectly, without the prior written consent of the Underwriter, (i) offer, sell or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or (ii) file or caused to be filed any registration statement with the Securities and Exchange Commission (the “SEC”) relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.

 

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), and affords certain rights of contribution with respect thereto.

 

A registration statement on Form S-1, as amended (File No. 333-280086), relating to the Offering was declared effective by the SEC on August 19, 2024. The Offering was made only by means of a prospectus forming a part of the effective registration statement.

 

Item 7.01. Regulation FD Disclosure.

 

On August 20, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated as of August 20, 2024.
104		Cover Page Interactive Data File (formatted in Inline XBRL).

 

 

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: August 20, 2024	By:	/s/ E. Brandon Robinson
	Name:	E. Brandon Robinson
	Title:	Chief Executive Officer

 

 

 

2

 

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 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 certain investors, pre-funded warrants to purchase up to an aggregate of 3,000,000 Class A ordinary shares and accompanying warrants to purchase up to an aggregate of 3,000,000 Class A ordinary shares. Each Class A ordinary share and accompanying warrant are being sold together at a combined public offering price of $0.50, and each pre-funded warrant and accompanying warrant are being sold together at a combined public offering price of $0.50. Each Warrant will have an exercise price $0.75 per share, be exercisable immediately upon issuance and expire five years from the date of issuance. Each pre-funded warrant will have an exercise price of $0.00001 per share and will be exercisable immediately after the original issue date until the pre-funded warrant is exercised in full. The gross proceeds to Horizon Aircraft from the offering, before deducting the underwriting discounts and other offering expenses, are expected to be approximately $2.9 million, assuming no exercise of warrants, and up to approximately $7.25 million, assuming the warrants are exercised in full for cash. The offering is expected to close on August 21, 2024, subject to customary closing conditions.

 

EF Hutton LLC (“EF Hutton”) is acting as the sole book running manager for the offering. Nelson Mullins Riley & Scarborough LLP is acting as legal counsel to the Company, Sichenzia Ross Ference Carmel LLP is acting as legal counsel to EF Hutton.

 

The offering is being conducted pursuant to the Company’s registration statement on Form S-1 (File No. 333-280086), previously filed with the Securities and Exchange Commission (“SEC”) and that was declared effective by the SEC on August 19, 2024. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from EF Hutton LLC 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

About Horizon Aircraft

 

Horizon Aircraft is an advanced aerospace engineering company that is developing one of the world’s first hybrid eVTOL that is to be able to fly most of its mission exactly like a normal aircraft while offering industry-leading speed, range, and operational utility. Horizon’s unique designs put the mission first and prioritize safety, performance, and utility. Horizon hopes to successfully complete testing and certification of its Cavorite X7 eVTOL quickly and then enter the market and service a broad spectrum of early use cases. Visit www.horizonaircraft.com for more information.

 

 

Forward-Looking Statements

 

The information in this press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “will,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release may include, for example: the intended use of proceeds from the offering; changes in Horizon’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; Horizon’s ability to develop and launch its products and services; and Horizon’s product development timeline and estimated research and development costs. These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing views as of any subsequent date, and no obligation is undertaken to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: changes in the markets in which Horizon competes, including with respect to its competitive landscape, technology evolution or regulatory changes; the risk that Horizon will need to raise additional capital to execute its business plans, which may not be available on acceptable terms or at all; financial condition and performance of Horizon, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the business combination, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of Horizon; Horizon’s ability to develop, certify, and manufacture an aircraft that meets its performance expectations; successful completion of testing and certification of Horizon’s Cavorite X7 eVTOL; the targeted future production of Horizon’s Cavorite X7 aircraft; ; and other risks and uncertainties described in Horizon’s filings from time to time with the Securities and Exchange Commission.

 

 

 

v3.24.2.u1

Cover	Aug. 19, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 19, 2024
Entity File Number	001-41607
Entity Registrant Name	NEW HORIZON AIRCRAFT LTD.
Entity Central Index Key	0001930021
Entity Tax Identification Number	98-1786743
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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