### 424B5 - PROSPECTUS SUPPLEMENT
424B5
1
ea0292094-424b5_newhori.htm
PROSPECTUS SUPPLEMENT
Filed pursuant
to Rule 424(b)(5)
Registration No.
333-285000
PROSPECTUS SUPPLEMENT
(To prospectus dated March 25, 2025)
New Horizon Aircraft
Ltd.
5,385,646 Common Shares
4,574,514 Pre-Funded Warrants to Purchase up
to 4,574,514 Common Shares
298,805 Placement Agent Warrants to Purchase
up to 298,805 Common Shares
4,873,319 Common
Shares Underlying Pre-Funded Warrants and Placement Agent Warrants
We are offering 5,385,646 (the “Shares”) of our Class A
ordinary shares, without par value (the “Common Shares”), and pre-funded warrants to purchase up to an aggregate of 4,574,514
Common Shares (the Pre-Funded Warrants”), in a registered direct offering to a limited number of purchasers pursuant to this prospectus
supplement and the accompanying prospectus, filed as part of our registration statement on Form S-3 (File No. 333-285000).
We
are offering Pre-Funded Warrants in lieu of Shares to those purchasers whose purchase of Common Shares in this offering would result
in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of our outstanding
Common Shares following the consummation of this offering. Subject to limited exceptions, a holder of Pre-Funded Warrants will not
have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially
own in excess of 9.99% (or, at the election of the holder, such limit may be increased or decreased to up to 9.99%) of the number of
Common Shares outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one
Common Share. The purchase price of each Pre-Funded Warrant will be equal to the price per Common Share, minus $0.001, and the
exercise price of each Pre-Funded Warrant will equal $0.001 per share. The Pre-Funded Warrants will be immediately exercisable and
may be exercised at any time until all of the pre-funded warrants are exercised in full. This prospectus supplement and the
accompanying prospectus also relate to the offering of the Common Shares issuable upon exercise of the Pre-Funded Warrants in this
offering.
Titan
Partners Group LLC, a division of American Capital Partners, LLC (together with its affiliates, “Titan Partners”), has agreed
to serve as sole placement agent (the “Placement Agent”) in connection with this offering. See “Plan of Distribution”
beginning on page S-18 of this prospectus supplement for more information.
We are also offering by this
prospectus supplement and the accompanying prospectus the Placement Agent Warrants (as defined below) and the Common Shares issuable from
time to time upon exercise of the Placement Agent Warrants.
Our Common Shares are listed on the Nasdaq Capital Market (“Nasdaq”)
under the symbol “HOVR”. On May 22, 2026, the last reported sale price of our Common Shares on Nasdaq was $3.14 USD per share.
You
should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, together
with additional information described under the heading “Where You Can Find More Information,” and any amendments or supplements
carefully before you invest in any of our securities.
Investing
in our securities involves a high degree of risk. Before making an investment decision, please read the information under the heading
“Risk Factors” beginning on page S-4 of this prospectus supplement and page 4 of the accompanying prospectus,
and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. We are a “smaller
reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and as such are subject to reduced public company reporting requirements.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The securities are not being offered
in any jurisdiction where the offer is not permitted.
_________________
| |
Per Share
(USD) | | |
Per Pre-Funded
Warrant
(USD) | | |
Total
(USD) | |
Offering price | |
$ | 2.5100 | | |
$ | 2.5090 | | |
$ | 24,995,427.09 | |
Placement agent fees (1) | |
$ | 0.1757 | | |
$ | 0.1756 | | |
$ | 1,749,679.90 | |
Proceeds to us, before expenses (2) | |
$ | 2.3343 | | |
$ | 2.3334 | | |
$ | 23,245,747.19 | |
| (1) | We have agreed to reimburse the Placement Agent for certain
expenses. Does not include additional items of compensation payable to the Placement Agent, including the Placement Agent Warrants. See
the section titled “Plan of Distribution” for a description of the compensation payable to the Placement Agent. |
| (2) | The amount of the offering proceeds to us presented in this
table does not include proceeds from the exercise of the Placement Agent Warrants. |
Delivery of the Shares and the Placement Agent Warrants is expected
to be made on or about May 27, 2026, subject to the satisfaction of customary closing conditions. The Shares will be settled via The Depository
Trust Company. The Placement Agent Warrants will be delivered to the Placement Agent in certificated form.
Sole Placement Agent
Titan Partners
a division of American Capital Partners
The date of this prospectus supplement is May
26, 2026.
TABLE OF CONTENTS
Prospectus Supplement
ABOUT THIS PROSPECTUS
SUPPLEMENT |
S-ii |
PROSPECTUS SUPPLEMENT SUMMARY |
S-1 |
THE OFFERING |
S-3 |
RISK FACTORS |
S-4 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS |
S-7 |
USE OF PROCEEDS |
S-8 |
DIVIDEND POLICY |
S-9 |
DESCRIPTION OF CAPITAL STOCK |
S-10 |
CAPITALIZATION |
S-16 |
DILUTION |
S-17 |
PLAN OF DISTRIBUTION |
S-18 |
LEGAL MATTERS |
S- 20 |
EXPERTS |
S- 20 |
WHERE YOU CAN FIND MORE INFORMATION |
S- 20 |
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE |
S- 21 |
Prospectus
ABOUT
THIS PROSPECTUS |
ii |
FREQUENTLY
USED TERMS |
iii |
PROSPECTUS
SUMMARY |
1 |
RISK FACTORS |
4 |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS |
5 |
USE OF PROCEEDS |
6 |
DESCRIPTION
OF SECURITIES |
7 |
DESCRIPTION
OF DEBT SECURITIES |
13 |
DESCRIPTION
OF WARRANTS |
26 |
DESCRIPTION
OF RIGHTS |
28 |
DESCRIPTION
OF UNITS |
29 |
PLAN OF DISTRIBUTION |
30 |
LEGAL MATTERS |
33 |
EXPERTS |
33 |
WHERE YOU
CAN FIND MORE INFORMATION |
33 |
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE |
34 |
S- i
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is part of a
registration statement that was filed with the Securities and Exchange Commission (the “SEC”), using a “shelf”
registration process and consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this
offering and also supplements and updates information contained in the accompanying prospectus and the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides more general
information, some of which may not apply to this offering. This prospectus supplement may add, update or change information contained
in the accompanying prospectus. If the information contained in this prospectus supplement differs or varies from, or is inconsistent
with, the information contained in the accompanying prospectus, or the information contained in any document incorporated by reference
that was filed with the SEC before the date of this prospectus supplement, you should rely on the information set forth in this prospectus
supplement.
You should rely only on the
information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the
Placement Agent has not, authorized anyone else to provide you with information that is in addition to or different from that contained
or incorporated by reference in this prospectus supplement and the accompanying prospectus, along with the information contained in any
permitted free writing prospectuses we have authorized for use in connection with this offering. We and the Placement Agent take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may provide.
The information contained
in this prospectus supplement and the accompanying prospectus is accurate only as of the date of this prospectus supplement or the date
of the accompanying prospectus, and the information in the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus is accurate only as of the date of those respective documents, regardless of the time of delivery of this prospectus supplement
and the accompanying prospectus or of any sale of our Common Shares. Our business, financial condition, results of operations and prospects
may have changed since those dates. It is important for you to read and consider all information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus in making your investment decision. You should read both this prospectus
supplement and the accompanying prospectus, as well as the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus and the additional information described under “Where You Can Find More Information” in this prospectus
supplement and in the accompanying prospectus before investing in our Common Shares.
We further note that the representations,
warranties, and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in
this prospectus supplement and the accompanying prospectus were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties, and covenants should not be relied on as accurately representing the current state of our affairs.
We use various trademarks
and trade names in our business, including without limitation our corporate name and logo. All other trademarks or trade names referred
to in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein or therein are the
property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus supplement and the accompanying
prospectus and the documents incorporated by reference herein or therein may be referred to without the ® and ™ symbols, but
such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable
law, their rights thereto.
You should not consider this
prospectus supplement or the accompanying prospectus to be an offer or solicitation relating to the securities in any state or other jurisdiction
in which such an offer or solicitation relating to the securities is not authorized. Persons outside the United States who come into possession
of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to,
the offering of the securities and the distribution of this prospectus supplement and the accompanying prospectus outside the United States.
This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell,
or a solicitation of an offer to buy, any securities offered by this prospectus supplement or the accompanying prospectus supplement by
any person in any jurisdiction if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you
to receive such an offer or solicitation.
Unless otherwise indicated,
information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus concerning our
business and the industry and markets in which we operate, including with respect to our business prospects, our market position and
opportunity, and the competitive landscape, is based on information from our management’s estimates, as well as from industry publications,
surveys and studies conducted by third parties. Our management’s estimates are derived from publicly available information, their
knowledge of our business and industry, and assumptions based on such information and knowledge, which they believe to be reasonable.
In addition, while we believe that information contained in the industry publications, surveys and studies has been obtained from reliable
sources, we have not independently verified any of the data contained in these third-party sources, and the accuracy and completeness
of the information contained in these sources is not guaranteed. Information that is based on estimates, forecasts, projections, market
research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from
events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market,
and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry,
medical, and general publications, government data and similar sources.
S- ii
CERTAIN TERMS AND CONVENTIONS
All references to “we,”
“us,” “our,” “Horizon,” the “Company” or similar terms used in this annual report refer
to New Horizon Aircraft Ltd., a British Columbia company, including its consolidated subsidiaries, unless the context otherwise indicates.
All references in this document to “Dollars” are expressed
in Canadian Dollars (“CAD”, “$CAD”) and in thousands (except per share data), unless otherwise indicated.
“2023 Equity Incentive
Plan” means the New Horizon Aircraft Ltd. 2023 Equity Incentive Plan, as amended.
“Articles”
refers to the governing documents of New Horizon Aircraft Ltd., adopted on January 11, 2024 in connection with the SPAC Continuance, as
amended.
“BCBCA” refers
to the Business Corporations Act (British Columbia), as now in effect and as it may be amended from time to time.
“Board” refers
to the board of directors of New Horizon Aircraft Ltd.
“Business Combination
Agreement” refers to the business combination agreement, dated, August 15, 2023, by and among Pono, Pono Three Merger Acquisitions
Corp., a British Columbia company and wholly-owned subsidiary of Pono (“Merger Sub”) and Robinson Aircraft Ltd., d/b/a Horizon
Aircraft (“Legacy Horizon”).
“Business Combination”
refers to the transactions related to the Business Combination Agreement, pursuant to which Pono was continued and de-registered from
the Cayman Islands and redomesticated as a British Columbia company on January 11, 2024, Merger Sub and Legacy Horizon were subsequently
amalgamated under the laws of British Columbia, and Pono changed its name to New Horizon Aircraft Ltd.
“$,” “$CAD,”
“CAD,” or “Dollars” refers to the lawful currency of Canada (expressed in Canadian dollars).
“Class A ordinary
shares” or “Common Shares” refers to the Class A ordinary shares, without par value, of New Horizon Aircraft Ltd.
“Class B ordinary
shares” refer to the Class B ordinary shares, without par value, of New Horizon Aircraft Ltd.
“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended.
“General Warrants”
means the warrants included within August 2024 registered share offering. Each General Warrant entitles the holder thereof to purchase
one Class A ordinary share for $0.75 per share.
“Legacy Horizon”
refer to Robinson Aircraft, Ltd. d/b/a Horizon Aircraft, a British Columbia company, prior to the Business Combination.
“Merger Sub”
means Pono Three Merger Acquisitions Corp., a British Columbia company and a wholly-owned subsidiary of Pono.
“Ordinary Shares”
means collectively, the Class A ordinary shares and the Class B ordinary shares.
S- iii
“Placement Units”
means 563,375 units issued to the Sponsor in the Private Placement. Each Placement Unit consisted of one Placement Share and one
Placement Warrant.
“Placement Warrants”
means the warrants included within the Placement Units. Each Placement Warrant entitles the holder thereof to purchase one Pono Class A
ordinary share for $11.50 per share.
“Pono” refers
to Pono Capital Three, Inc., a Cayman Islands blank check company incorporated for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which in connection with
the Business Combination, was continued and de-registered from the Cayman Islands and redomesticated as a British Columbia company and
changed its name to New Horizon Aircraft Ltd.
“Public Warrants”
refers to warrants to purchase the Class A ordinary shares at an exercise price of $11.50 per share.
“SEC” means
the U.S. Securities and Exchange Commission.
“Securities Act”
means the United States Securities Act of 1933, as amended.
“SPAC Continuance”
refers to the domestication of Pono as a British Columbia company in connection with the Business Combination.
“Sponsor” means
Mehana Capital LLC.
“USD $,” “USD”
or “U.S. Dollars” refers to the legal currency of the United States.
“Warrant Agreement”
means the Warrant Agreement, dated February 9, 2023, by and between Pono and Continental Stock Transfer & Trust Company.
S- iv
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights
selected information about us and this offering. Because it is a summary, it does not contain all of the information that you should consider
before investing. Before investing in our Common Shares, you should read this entire prospectus supplement and the accompanying prospectus
carefully, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” “Business” and the consolidated financial statements and related notes and other information
incorporated by reference in this prospectus supplement and the accompanying prospectus.
The Company
We are an advanced aerospace
Original Equipment Manufacturer (“OEM”) that is designing a next generation hybrid-electric Vertical Takeoff and Landing (“eVTOL”)
aircraft for the Regional Air Mobility (“RAM”) market. Our aircraft aims to offer a more efficient way to move people and
goods at a regional scale (i.e., from 50 to 500 miles), help to connect remote communities, and will advance our ability to deal with
an increasing number of climate-related natural disasters such as wildfires, floods, or droughts.
The product we are designing
and delivering is a hybrid electric 7-seat aircraft, coined the Cavorite X7, that can take off and land vertically like a helicopter.
However, unlike a traditional helicopter, for the majority of its flight it will fly in a configuration much like a traditional aircraft.
This would allow the Cavorite X7 to fly faster, farther, and operate more efficiently than a traditional helicopter. Expected to travel
at speeds surpassing 250 miles per hour at a range over 500 miles, we believe this aircraft will be a disruptive force to RAM travel.
The Background
On January 12, 2024, Pono
Capital Three, Inc. (“Pono”) completed a series of transactions that resulted in the combination (the “Business Combination”)
of Pono with Robinson Aircraft Ltd. d/b/a Horizon Aircraft (“Horizon”) pursuant to the Business Combination Agreement (the
“Business Combination Agreement”), dated August 15, 2023, by and among Pono, Pono Three Merger Acquisitions Corp., a British
Columbia company and wholly-owned subsidiary of Pono (“Merger Sub”) and Horizon, following the approval at the extraordinary
general meeting of the shareholders of Pono held on January 4, 2024. On January 10, 2024, pursuant to the Business Combination Agreement,
Pono was continued and de-registered from the Cayman Islands and redomiciled as a British Columbia company on January 11, 2024 (the “SPAC
Continuance”). Pursuant to the Business Combination Agreement, on January 12, 2024, Merger Sub and Horizon were amalgamated under
the laws of British Columbia, and Pono changed its name to “New Horizon Aircraft Ltd.” As consideration for the Business Combination,
the Company issued to Horizon shareholders an aggregate of 9,419,084 Class A ordinary shares (the “Exchange Consideration”),
including 282,573 shares held in escrow for any purchase price adjustments under the BCA, and 754,013 shares issued to the PIPE investor
or his designees, as set forth below.
Simultaneous with the closing
of the Business Combination, Horizon also completed a series of private financings, issuing and selling 200,000 Common Shares in a
private placement to a PIPE investor (the “PIPE Investor”), issued 103,500 Common Shares to EF Hutton LLC, in partial satisfaction
of the deferred underwriting commission due from Pono’s initial public offering, and assumed options issued by Horizon to purchase
585,230 Common Shares.
Our Common Shares are listed on the Nasdaq Capital Market under the
symbol “HOVR.” On May 22, 2026, the closing price of our Common Shares was $3.14 USD. Our Public Warrants are listed on the
Nasdaq Capital Market under the symbol “HOVRW.” On May 22, 2026, the closing price of our Public Warrants was $0.54 USD.
The rights of holders of our
Common Shares are governed by our articles (the “Articles”) and the Business Corporations Act (British Columbia) (the
“BCBCA”). See the section entitled “ Description of Capital Stock .”
S- 1
Recent Development
May Registered Direct Offering
On May 6, 2026, we entered
into securities purchase agreements with certain institutional investors, pursuant to which we sold and issued, in a registered direct
offering (the “May Registered Direct Offering”) an aggregate of 9,254,889 Common Shares at an offering price per share of
$2.15 USD, for aggregate net proceeds of approximately $18.5 million USD. The May Registered Direct Offering closed on May 8, 2026. Titan
Partners acted as the sole placement agent and, in connection with the offering, received warrants to purchase up to 277,647 Common Shares
at an exercise price of $2.4725 USD per share.
Implications of Being an Emerging Growth Company
and a Smaller Reporting Company
We are an “emerging
growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),
as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may benefit
from specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions
include:
|
● |
presentation of only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations in this prospectus; |
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● |
reduced disclosure about our executive compensation arrangements; |
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● |
no non-binding shareholder advisory votes on executive compensation or golden parachute arrangements; |
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● |
exemption from any requirement of the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); and |
|
● |
exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. |
We will cease to be an emerging growth company upon the earliest of:
(1) May 31, 2028; (2) the first fiscal year after our annual gross revenues are $1.235 billion or more; (3) the
date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities;
or (4) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). We may choose to benefit from some but not all of these reduced disclosure obligations in
future filings. If we do, the information that we provide shareholders may be different than you might get from other public companies
in which you hold stock.
We are also a “smaller
reporting company,” as defined in Rule 12b-2 promulgated under the Exchange Act. We may continue to be a smaller
reporting company if either (1) the market value of our shares held by non-affiliates is less than $250 million or (2) our
annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held
by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth
company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.
For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other
requirements that are applicable to other public companies that are not smaller reporting companies.
Corporate Information
Our principal executive offices
are located at 3187 Highway 35, Lindsay, Ontario, K9V 4R1, and our telephone number is (613) 866-1935. General information about our company,
including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and
exhibits to those reports, are available free of charge through our website at www.horizonaircraft.com
as soon as reasonably practicable after we file them with, or furnish them to, the SEC . Information contained on our website or
connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus supplement. Our SEC filings
are also available publicly on the SEC’s website at www.sec.gov .
S- 2
THE OFFERING
The
following is a brief summary of certain terms of this offering. For a more complete description of the terms of the Common Shares offered
hereby, see the “Description of Capital Stock” section of this prospectus supplement.
Common Shares Offered by Us |
|
5,385,646 Common Shares at an offering price of $2.51 USD per Common Share. |
|
|
|
Pre-Funded Warrants Offered by Us |
|
Pre-Funded Warrants to
purchase an aggregate of 4,574,514 Common Shares. The purchase price of each Pre-Funded Warrant will be equal to the price per
Common Share, minus $0.001. Each Pre-Funded Warrant will have an exercise price of $0.001 per share, will be exercisable commencing
on the date of issuance and will expire when it is exercised in full. The exercise price of the Pre-Funded Warrants and the number
of shares into which the Pre-Funded Warrants may be exercised are subject to adjustment in certain circumstances. See
“ Description of Securities .” This prospectus supplement also relates to the registration of the Common Shares
issuable upon exercise of such Pre-Funded Warrants. |
|
|
|
Placement Agent Warrants Offered by Us |
|
We have agreed to issue the Placement Agent (or its designees) warrants to purchase up to an aggregate of 298,805 Common Shares (the “Placement Agent Warrants”). The Placement Agent Warrants will be exercisable at a per share exercise price of $2.8865 USD. The Placement Agent Warrants will be exercisable commencing on the date of issuance and will expire five years from the date of issuance. See “ Description of Securities Offered ” and “ Plan of Distribution — Placement Agent Warrants .” This prospectus supplement also relates to the registration of the Common Shares issuable upon exercise of such Placement Agent Warrants. |
|
|
|
Common Shares Outstanding Prior to this Offering (1) |
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56,377,286 shares. |
|
|
|
Common Shares outstanding After this Offering |
|
61,762,932 Common Shares, assuming no exercise of the Pre-Funded Warrants or Placement Agent Warrants. |
|
|
|
Use of Proceeds |
|
We estimate that the net proceeds to us from this offering, after deducting the Placement Agent’s fees and estimated offering expenses, will be approximately $23,125,000 USD. We currently intend to use the net proceeds from this offering to fully fund the completion of the Cavorite X7 prototype and advance the program toward testing, certification and commercial production. See “ Use of Proceeds ” on page S-8 of this prospectus supplement. |
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Nasdaq Capital Market Symbol |
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HOVR |
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Risk Factors: |
|
Investing in our Common Shares involves significant risks. See “ Risk Factors ” on page S-4 of this prospectus supplement and under similar headings in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to invest in our Common Shares. |
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|
|
Transfer agent and Registrar |
|
Continental Stock Transfer & Trust Company |
| (1) | The
number of Common Shares outstanding is based on 56,377,286 Common Shares outstanding as of May 26, 2026, and: |
| ● | Does
not reflect 5,411,885 Common Shares reserved for issuance under the New Horizon Aircraft Ltd. 2023 Equity Incentive Plan, as amended
(the “2023 Equity Incentive Plan”); |
|
● |
Does not reflect 2,536,509 Common Shares issuable upon the exercise of outstanding options at a weighted average exercise price of $0.82 USD per share; |
|
|
|
|
● |
Does not reflect 1,625,000 Common Shares issuable upon the vesting of performance share units (“PSUs”); |
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● |
Does not reflect 11,500,000 Common Shares issuable upon the exercise of public warrants to purchase Common Shares at an exercise price of $11.50 USD per share (the “Public Warrants”); |
|
● |
Does not reflect 565,375 Common Shares issuable upon the exercise of placement warrants to purchase Common Shares at an exercise price of $11.50 USD per share (the “Placement Warrants”); |
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● |
Does not reflect the exercise of warrants to purchase up to 10,000 Common Shares at an exercise price of $0.75 USD per share (the “General Warrants”); |
|
● |
Does
not reflect the issuance of 10,000,000 Common Shares issuable upon the conversion of 4,500 Series A preferred shares (the “Series
A Preferred Shares”); and |
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|
|
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● |
Does
not reflect 277,647 Common Shares issuable upon the exercise of the placement agent warrants issued in an earlier May Registered Direct
Offering, at an exercise price of $2.4725 USD per share. |
Unless otherwise indicated, all information in this prospectus supplement
reflects and assumes no exercise of outstanding options or warrants, or settlement of PSUs, subsequent to May 26, 2026, including the
Pre-Funded Warrants and Placement Agent Warrants.
S- 3
RISK FACTORS
Investing in our Common
Shares involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described below and
in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, as well as
any amendments thereto reflected in subsequent filings, each of which are incorporated by reference in this prospectus supplement and
the accompanying prospectus, and all of the other information in this prospectus supplement and the accompanying prospectus, including
our financial statements and related notes incorporated by reference in this prospectus supplement and the accompanying prospectus. If
any of these risks are realized, our business, financial condition, results of operations and prospects could be materially and adversely
affected. In that event, the trading price of our Common Shares could decline, and you could lose part or all of your investment. Additional
risks and uncertainties that are not yet identified or that we think are immaterial may also materially harm our business, operating results
and financial condition and could result in a complete loss of your investment.
Risks Related to our Common Shares and this
Offering
If you purchase Common Shares in this offering,
you will incur immediate and substantial dilution.
The public offering price
of the Common Shares offered pursuant to this prospectus may be higher than the net tangible book value per share of our Common Shares.
Therefore, if you purchase Common Shares in this offering, you could incur immediate and substantial dilution in the pro forma net tangible
book value per Common Shares from the price per share that you pay for the Common Shares. See the section entitled “ Dilution ”
below for a more detailed discussion of the dilution you will incur if you purchase shares in this offering. You may experience future
dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional Common Shares or
other securities convertible into or exchangeable for our Common Shares at prices that may not be the same as the price per share in
this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share
paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing
shareholders. The price per share at which we sell additional Common Shares, or securities convertible or exchangeable into Common Shares,
in future transactions may be higher or lower than the price per share paid by investors in this offering. We also expect to continue
to utilize equity-based compensation. To the extent outstanding warrants and options are exercised or we issue Common Shares, preferred
shares (the “Preferred Shares”), or securities such as warrants that are convertible into, exercisable or exchangeable for,
our Common Shares or Preferred Shares in the future, you may experience further dilution.
The price of our Common Shares is volatile,
which may cause investment losses for our stockholders.
The market price of our Common
Shares has been and is likely in the future to be volatile. Our Common Share price may fluctuate in response to factors such as:
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Announcements
by us regarding liquidity, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss
of significant customers and contracts, capital expenditure commitments and litigation; |
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Issuance
of convertible or equity securities and related warrants for general or merger and acquisition purposes; |
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Issuance
or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes; |
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Sale
of a significant number of Common Shares by our shareholders; |
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General
market and economic conditions; |
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Quarterly
variations in our operating results; |
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Investor
and public relation activities; |
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Announcements
of technological innovations; |
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New
product introductions by us or our competitors; |
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Competitive
activities; |
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Low liquidity; and |
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Additions or departures of key personnel. |
S- 4
These broad market and industry
factors may have a material adverse effect on the market price of our Common Shares, regardless of our actual operating performance. These
factors could have a material adverse effect on our business, financial condition, and results of operations.
Our Common Shares are thinly traded; therefore,
our share price may fluctuate more than the stock market as a whole and it may be difficult to sell large numbers of our shares at prevailing
trading prices.
As a result of the thin trading
market for our Common Shares, our share price may fluctuate significantly more than the stock market as a whole or the stock prices of
similar companies. Without a larger public float, our Common Shares will be less liquid than the shares of companies with broader public
ownership, and as a result, it may be difficult for investors to sell the number of shares they desire at an acceptable price. Trading
of a relatively small volume of our Common Shares may have a greater effect on the trading price than would be the case if our public
float were larger. Accordingly, we cannot assure you of the likelihood that an active trading market for our Common Shares will develop
or be maintained, your ability to sell your Common Shares when desired or the prices that you may obtain for your shares.
The sale of a significant number of our
Common Shares could depress the price of our Common Shares.
As of May 26, 2026, we had 56,377,286 Common Shares issued and outstanding.
As of May 26, 2026, there were options outstanding for the purchase of 2,536,509 Common Shares, 5,411,885 Common Shares reserved for issuance
under the 2023 Equity Incentive Plan, 1,625,000 PSUs outstanding, Public Warrants for the purchase of 11,500,000 Common Shares, Placement
Warrants for the purchase of 565,375 Common Shares, General Warrants for the purchase of 10,000 Common Shares, placement agent warrants
issued in an earlier May Registered Direct Offering for the purchase of 277,647 Common Shares and 10,000,000 Common Shares issuable upon the
conversion of Preferred Shares. In addition, the 2023 Equity Incentive Plan contains an automatic “evergreen” clause to provide
for an annual increase to be added to the 2023 Equity Incentive Plan on the first day of each of the Company’s fiscal year, commencing
on January 1, 2026 and continuing for each fiscal year until, and including, January 1, 2034, equal to the lesser of (i) 5% of the outstanding
shares of all classes of Ordinary Shares on such date and (ii) the number of Class A ordinary shares determined by the Board. All of the
foregoing shares could potentially dilute future earnings per share.
A significant number of Common
Shares are held by our principal shareholders, other company insiders and other large shareholders. As “affiliates,” as defined
under Rule 144 under the Securities Act, our principal shareholders, other company insiders and other large shareholders may only sell
their Common Shares in the public market pursuant to an effective registration statement or in compliance with Rule 144.
Holders of Pre-Funded Warrants will have
no rights as a holder of Common Shares until such pre-funded warrants are exercised.
Until a holder of the Pre-Funded
Warrants issued in the offering acquires Common Shares upon exercise of such Pre-Funded Warrants, the holder will have no rights with
respect to the Common Shares underlying such Pre-Funded Warrants. Upon exercise of any Pre-Funded Warrants, the holder will be entitled
to exercise the rights of a holder of Common Shares only as to matters for which the record date occurs after the exercise date.
There is no public market for the Pre-Funded
Warrants being offered by us in this offering.
There is no established public trading market
for the Pre-Funded Warrants that are being offered as part of this offering, and we do not expect a market to develop. In addition, we
do not intend to apply to list the warrants on any national securities exchange or other nationally recognized trading system, including
Nasdaq. Without an active market, the liquidity of the warrants will be limited.
Significant holders or beneficial holders
of our Common Shares may not be permitted to exercise the Pre-Funded Warrants that they hold.
A holder of the Pre-Funded Warrants will not be entitled to exercise
any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause the aggregate number of Common Shares beneficially
owned by such holder (together with its affiliates) to exceed 9.99% of the number of Common Shares outstanding immediately after giving
effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. However, any
holder may increase or decrease such percentage (not in excess of 9.99%) upon at least 61 days’ prior notice from the holder to
us. As a result, you may not be able to exercise your Pre-Funded Warrants for Common Shares at a time when it would be financially beneficial
for you to do so.
Raising additional capital, including as
a result of this offering, may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our product
candidates.
Until such time, if ever,
as we can generate substantial revenue, we expect to finance our cash needs through a combination of equity offerings and debt financings.
We do not currently have any committed external source of funds. To the extent that we raise additional capital through the sale of equity
securities, including from this offering, or convertible debt securities, your ownership interest will be diluted, and the terms of these
securities may include liquidation or other preferences that adversely affect your rights as a holder of Common Shares. Debt financing
and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take
specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise sufficient
funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our corporate
structure.
We have broad discretion as to the use of
proceeds from this offering and may not use the proceeds effectively.
We cannot specify with certainty
how we will use the net proceeds that we receive from this offering. Our management has broad discretion in the application of the net
proceeds, and we may use these proceeds in ways with which you may disagree or for purposes other than those contemplated at the time
of the offering. The failure by our management to apply these funds effectively could have a material adverse effect on our business,
financial condition and results of operation. Pending their use, we may invest the net proceeds from this offering in a manner that does
not produce income or that loses value.
S- 5
Future capital raises or other issuances
of equity or debt securities may dilute our existing shareholders’ ownership and/or have other adverse effects on our operations.
Pursuant to our Articles, we are authorized to issue an unlimited number of Common Shares. Subject to compliance with applicable stock exchange
listing rules, our Board has the ability to issue additional Common Shares in the future for such consideration as the Board may
consider sufficient. The issuance of any additional shares could, among other things, result in substantial dilution of the
percentage ownership of our shareholders at the time of issuance, result in substantial dilution of our earnings per share and
adversely affect the prevailing market price for our Common Shares.
Pursuant to our Articles, we are also authorized to issue an unlimited number of Preferred Shares, of which 4,500 Preferred Shares have been
designated as our Series A Preferred Shares, which are convertible into Common Shares. Such Series A Preferred Shares are senior to
our Common Shares in terms of dividend priority and liquidation preference. Any Preferred Shares that we issue in the future may
rank ahead of our Common Shares in terms of dividend priority or liquidation preference and may have greater voting rights than our
Common Shares. In addition, such Preferred Shares may contain provisions allowing those shares to be converted into Common Shares,
which could dilute the value of our Common Shares to current shareholders and could adversely affect the market price, if any, of
our Common Shares. In addition, the Preferred Shares could be utilized, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Company.
In the future, we may also
attempt to increase our capital resources by offering debt securities. These debt securities would have rights senior to those of our
Common Shares and the terms of the debt securities issued could impose significant restrictions on our operations, including liens on
our assets.
Because our decision to issue
securities or incur debt in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict
or estimate the amount, timing or nature of our future offerings and debt financing. Further, market conditions could require us to accept
less favorable terms for the issuance of our securities in the future. Thus, you will bear the risk of our future offerings reducing the
value of your shares and diluting your interest in us.
There is substantial doubt relating to our
ability to continue as a going concern.
The Company has incurred and expects to continue to incur significant
costs in pursuit of aircraft development plans. Horizon is a pre-revenue organization in a research and development and flight-testing
phase of operations. While management estimates that cash and cash equivalents on-hand of $19,674 as of February 28, 2026, coupled
with the net proceeds received from this offering, will be sufficient to fund our current operating plan for at least the next 12 months
from the date of this offering, there is substantial doubt around the Company’s ability to meet the going concern assumption beyond
that period without raising additional capital.
There can be no assurance
that we will be successful in achieving our business plans, that our current capital will be sufficient to support our ongoing operations,
or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If events or circumstances occur
such that we do not meet our business plans, we may be required to raise additional capital, alter, or scale back our aircraft design,
development, and certification programs, or be unable to fund capital expenditures. Any such events could have a material adverse effect
on our financial position, results of operations, cash flows, and ability to achieve our intended business plans.
If we were to dissolve or wind-up operations,
holders of our Common Shares would not receive a liquidation preference.
If we were to wind up or dissolve
and liquidate and distribute our assets, our Common Shares would share in our assets only after we satisfy any amounts we owe to our creditors
and preferred equity holders, including the holders of our Series A Preferred Shares. If our liquidation or dissolution were attributable
to our inability to profitably operate our business, then it is likely that we would have material liabilities at the time of liquidation
or dissolution. Accordingly, it is very unlikely that sufficient assets will remain available after the payment of our creditors and preferred
equity holders to enable holders of Common Shares to receive any liquidation distribution with respect to any Common Shares.
This offering may cause the trading price
of our Common Shares to decrease.
The price per share and the
number of Common Shares we propose to issue and ultimately will issue if this offering is completed, may result in an immediate decrease
in the market price of our Common Shares. This decrease may continue after the completion of this offering.
We do not anticipate paying any cash dividends
on our capital stock in the foreseeable future.
We have never declared or
paid cash dividends on our Common Shares. We currently intend to retain all of our future earnings, if any, to finance the growth and
development of our business, and we do not anticipate paying any cash dividends on our capital stock in the foreseeable future. In addition,
the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our Common
Shares will be your sole source of gain for the foreseeable future.
We may not receive any additional funds
upon the exercise of the Placement Agent Warrants.
Each Placement Agent Warrant
may be exercised by way of a cashless exercise if permitted by the terms of such warrants, meaning that the holder may not pay a cash
purchase price upon exercise, but instead would receive upon such exercise the net number of Common Shares determined according to the
formula set forth in the Placement Agent Warrants, as applicable. Accordingly, we may not receive any additional funds upon the exercise
of the Placement Agent Warrants or if the Placement Agent Warrants altogether are not exercised at all.
S- 6
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement,
the accompanying prospectus and any documents we incorporate by reference, contain certain forward-looking statements that involve substantial
risks and uncertainties. All statements contained in this prospectus supplement, the accompanying prospectus and any documents we incorporate
by reference, other than statements of historical facts, are forward-looking statements including statements regarding our strategy, future
operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market
growth. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results,
performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the
forward-looking statements.
Forward-looking statements appear in a number of places in this prospectus
supplement, the accompanying prospectus and any documents incorporated by reference herein, including, without limitation, in the sections
titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations, ” “ Risk
Factors ” and “ Our Business” in in our most recent Annual Report on Form 10-K and in the accompanying prospectus.
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,”
“believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,”
“forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,”
“potential,” “predict,” “should,” “would” and other similar words and expressions, but
the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements
are based on the current expectations of our management and are inherently subject to uncertainties and changes in circumstances and their
potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that
have been anticipated.
All subsequent written and
oral forward-looking statements concerning matters addressed in this prospectus and attributable to us or any person acting on our behalf
are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. Except to the extent
required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.
S- 7
USE OF PROCEEDS
We expect the net proceeds to us from this offering after deducting
the Placement Agent’s fees and estimated offering expenses to be approximately $23.1 million USD. We intend to use the net
proceeds from this offering to fully fund the completion of the Cavorite X7 prototype and advance the program toward testing, certification
and commercial production.
S- 8
DIVIDEND POLICY
We have never declared or
paid cash dividends on our capital stock. We intend to retain all of our future earnings, if any, to finance the growth and development
of our business. We do not intend to pay cash dividends to our shareholders in the foreseeable future. As a result, investors seeking
cash dividends should not purchase our Common Shares.
S- 9
DESCRIPTION OF CAPITAL
STOCK
The following summary is
not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to the Articles.
We urge you to read the full text of the Articles for a complete description of the rights and preferences of our securities.
We exist under the laws
of the Province of British Columbia, Canada, and our affairs are governed by our Articles, as amended and restated from time to
time, and the Business Corporations Act (British Columbia), which we refer to as the “BCBCA.” Pursuant
to the Articles, our authorized share structure consists of an unlimited number of Class A ordinary shares without par
value, an unlimited number of Class B ordinary shares without par value, and an unlimited number of Preferred Shares.
The following summary is not
complete and is subject to, and is qualified in its entirety by reference to, the provisions of our Articles.
Ordinary Shares
Holders of Ordinary Shares
are entitled to receive notice of and to attend any meetings of shareholders of Horizon and at any meetings of shareholders to cast one
vote for each such Ordinary Share held. Holders of Ordinary Shares do not have cumulative voting rights. Save and except for certain conversion
rights, as described below, the rights attaching to all Ordinary Shares rank pari passu in all respects, and the Class A ordinary
shares and Class B ordinary shares vote together as a single class on all matters. A simple majority of votes cast on a resolution
is required to pass an ordinary resolution; however, if the resolution is a special resolution, two-thirds of the votes cast on the special
resolution are required to pass it.
Holders of Class A ordinary
shares are entitled, except as otherwise provided by law, to receive notice of, attend, and vote at all meetings of the shareholders of
the Company, with each Class A ordinary share carrying one vote. With respect to dividends, each holder of a Class A ordinary share will
be entitled, subject to the special rights and restrictions attached to any other class or series of shares, to receive such dividends,
if any, as may be declared by the Board at its sole discretion. Any dividends declared will be paid out of funds or other property legally
available for the payment of dividends. Upon the liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary,
or upon any other distribution of the Company’s assets for the purpose of winding-up its affairs, the holders of Class A ordinary
shares will be entitled, after payment of all liabilities and subject to the special rights and restrictions attaching to any other class
or series of shares, to receive the remaining property and assets of the Company.
Unless specified in the Articles
or as required by applicable provisions of the BCBCA, an ordinary resolution is required to approve any matter voted on by our shareholders.
Approval of certain actions will require a special resolution; such actions include altering the authorized share structure, creating
special rights or restrictions for the shares or any class or series of shares, and varying or deleting any special rights or restrictions
attached to the shares of any class or series of shares.
Our Board is divided into
three staggered classes, each of which will generally serve for a term of three years with only one class of directors being elected in
each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50%
of the shares voted for the appointment of directors can appoint all of the directors. Holders of Ordinary Shares are entitled to receive
dividends as and when declared by the Board at its discretion from funds legally available therefor and to receive a pro rata share of
the assets of Horizon available for distribution to the shareholders in the event of the liquidation, dissolution or winding-up of Horizon
after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attached to
any other series or class of shares ranking senior in priority to or on a pro-rata basis with the holders of Ordinary Shares with respect
to dividends or liquidation. There are no pre-emptive, subscription, conversion or redemption rights attached to the Ordinary Shares,
nor do they contain any sinking or purchase fund provisions.
S- 10
Preferred Shares
The Preferred Shares will
have certain special rights and restrictions attached thereto. The Preferred Shares may include one or more series of shares. Subject
to the BCBCA, the Board will, from time to time, be authorized by resolution, provided that no Preferred Shares of a particular series
are issued, to alter the Articles and authorize the alteration of the Notice of Articles of the Company, as necessary, in order to: (a) determine
the maximum number of shares of any particular series of Preferred Shares that the Company is authorized to issue, determine that there
will be no maximum number, or alter any previous determination in relation to the maximum number; (b) create an identifying name
by which shares of any series of Preferred Shares may be identified or alter any identifying name created for those shares; and (c) attach
special rights or restrictions to any series of Preferred Shares, including, but not limited to, the rate or amount of dividends (whether
cumulative, non-cumulative, or partially cumulative), dates and places of payment, the consideration and terms of any purchase for cancellation
or redemption (including redemption after a fixed term or at a premium), conversion or exchange rights, terms of any share purchase plan
or sinking fund, restrictions on dividend payment or capital repayment for other shares of the Company, and voting rights and restrictions.
No special right or restriction attached to any series of Preferred Shares will conflict with the provisions outlined below.
In the event of liquidation,
winding-up, or dissolution of the Company, whether voluntary or involuntary, or any other distribution of the Company’s assets for
the purpose of winding-up its affairs, holders of Preferred Shares will be entitled to receive, before any distribution is made to holders
of Class A ordinary shares or any other shares ranking junior to the Preferred Shares with respect to asset distribution, the
redemption amount for each Preferred Share held, along with any fixed premium, accrued and unpaid cumulative dividends calculated on a
day-to-day basis up to the distribution date (whether or not declared), and any declared and unpaid non-cumulative dividends. After such
payments to holders of Preferred Shares, they will not be entitled to any further distribution of the Company’s assets except as
specifically provided in the special rights and restrictions attached to any series of Preferred Shares.
Except for rights relating
to the election of directors in cases of dividend payment default, as may be attached to any series of Preferred Shares by the directors,
holders of Preferred Shares will not be entitled to receive notice of, attend, or vote at, any general meeting of the Company’s
shareholders.
Series A Preferred Shares
Subject to the BCBCA,
the holders of Series A Preferred Shares are entitled to receive, as and when declared by the directors of the Company, but always in
preference and priority to any payment of dividends on the Common Shares and on any other shares of the Company ranking junior to the
Series A Preferred Shares with respect to dividends, dividends payable on such date or dates as may from time to time be determined by
the directors.
Upon the occurrence of a liquidation,
winding-up or dissolution of the Company whether voluntary or involuntary, or any other distribution of the Company’s assets among
its shareholders for the purpose of winding up its affairs, the holders are entitled pari passu, in preference to the rights of holders
of the Common Shares or any shares of a class ranking junior to the Series A Preferred Shares, to be paid out of the assets of the Company
available for distribution to holders of the Company’s capital, an amount equal to $1,000 for each Series A Preferred Share.
The Series A Preferred Shares are convertible, at the option of the
holder and without payment of additional consideration, into Common Shares on a one for 2222.222222 basis. Pursuant to the amendment to
the Subscription Agreement, dated January 10, 2025, the Company could not issue upon conversion of the Series A Preferred Shares, any
Common Shares if the issuance of such Common Shares would exceed the aggregate number of Common Shares the Company may issue upon conversion
of the Series A Preferred Shares without breaching the Company’s obligation under Nasdaq Listing Rule 5635 and any other applicable
rules of the Nasdaq Stock Market, prior to obtaining shareholder approval. On February 25, 2025, the Company obtained shareholder approval
for the full issuance of the Common Shares underlying the Series A Preferred Shares.
Public Warrants
Each whole Public Warrant
entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 USD per share, subject to adjustment as
discussed below. Pursuant to the Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of Class A
ordinary shares. This means only a whole Public Warrant may be exercised at a given time by a warrant holder.
S- 11
The Public Warrant will expire
at 5:00 p.m., New York City time, on January 12, 2029, or earlier upon redemption or liquidation.
Horizon will not be obligated
to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant
exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public
Warrant is then effective and a current prospectus relating thereto is current, subject to Horizon satisfying its obligations described
below with respect to registration. No Public Warrant will be exercisable, and Horizon will not be obligated to issue Class A ordinary
shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such warrant
will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration
statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such warrant, if not cash settled, will
have paid the full purchase price for the unit solely for the Class A ordinary shares and Public Warrants underlying such unit.
On April 4, 2025, a registration
statement on Form S-3 (File No. 333-286233) was declared effective (the “Resale Registration Statement”), which covers the
Common Shares issuable upon exercise of the Public Warrants and Placement Warrants. We intend to maintain a current prospectus relating
to those Common Shares until the Public Warrants and Placement Warrants expire or are redeemed, as specified in the Warrant Agreement.
During any period when we shall have failed to maintain an effective registration statement, warrant holders may exercise the Public Warrants
on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that
such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public
Warrants on a cashless basis. Once the Public Warrants become exercisable, we may call the Public Warrants for redemption:
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at a price of $0.01 per warrant; |
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upon not less than 30 days’ prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption period”) to each warrant holder; and |
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if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 USD per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders. |
If and when the Public Warrants
become redeemable by us, we may not exercise our redemption right if the issuance of Class A ordinary shares upon exercise of the
Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such
registration or qualification. We have established the last of the redemption criterion discussed above to prevent a redemption call unless
there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied
and we issue a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise its warrant prior to the
scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 USD redemption trigger price
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 USD warrant exercise
price after the redemption notice is issued.
If we call the Public Warrants
for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do
so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,”
our management will consider, among other factors, its cash position, the number of warrants that are outstanding and the dilutive effect
on shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the warrants. If our management
takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their warrants for that number
of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary
shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value.
S- 12
The “fair market value”
for this purpose shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending
on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. If our management
takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A
ordinary shares to be received upon exercise of the Public Warrants, including the “fair market value” in such case. Requiring
a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.
We believe this feature is an attractive option to us if we do not need cash from the exercise of the Public Warrants. If we call the
Public Warrants for redemption and our management does not take advantage of this option, the Sponsor and its permitted transferees would
still be entitled to exercise their private warrants for cash or on a cashless basis using the same formula described above that other
warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis,
as described in more detail below.
A holder of a Public Warrant
may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such
warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant
agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the
Class A ordinary shares outstanding immediately after giving effect to such exercise.
If the number of outstanding
Class A ordinary shares is increased by a stock dividend payable in Class A ordinary shares, or by a split-up of Class A
ordinary shares or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of Class A
ordinary shares issuable on exercise of each whole Public Warrant will be increased in proportion to such increase in the outstanding
Class A ordinary shares. A rights offering to holders of Class A ordinary shares entitling holders to purchase Class A
ordinary shares at a price less than the fair market value will be deemed a stock dividend of a number of Class A ordinary shares
equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any
other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one
(1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the
fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A
ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the
volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such rights.
In addition, if we, at any
time while the Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets
to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other shares of our capital shares
into which the warrants are convertible), other than as described above, or certain ordinary cash dividends, then the Public Warrant exercise
price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value
of any securities or other assets paid on each Class A ordinary shares in respect of such event.
If the number of outstanding
Class A ordinary shares is decreased by a consolidation, combination, reverse stock split or reclassification of Class A ordinary
shares or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or
similar event, the number of Class A ordinary shares issuable on exercise of each Public Warrant will be decreased in proportion
to such decrease in outstanding Class A ordinary shares.
Whenever the number of Class A
ordinary shares purchasable upon the exercise of the Public Warrants is adjusted, as described above, the warrant exercise price will
be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which
will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment,
and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.
S- 13
In case of any reclassification
or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value
of such Class A ordinary shares), or in the case of any merger or consolidation us with or into another corporation (other than a
consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets
or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the Public
Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants
and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Public Warrants
would have received if such holder had exercised their warrants immediately prior to such event.
However, if less than 70%
of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of Class A
ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Public Warrant
properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will
be reduced as specified in the Warrant Agreement based on the Black-Scholes value (as defined in the Warrant Agreement) of the warrant.
The purpose of such exercise price reduction is to provide additional value to holders of the Public Warrants when an extraordinary transaction
occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential
value of the warrants in order to determine and realize the option value component of the warrant. This formula is to compensate the Public
Warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant
within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted
market price for an instrument is available.
The Public Warrants were issued
in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Pono.
You should review a copy of the Warrant Agreement, which has been filed by the Company with the SEC, for a complete description of the
terms and conditions applicable to the warrants. The Warrant Agreement provides that the terms of the warrants may be amended without
the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the Warrant Agreement to
the description of the terms of the Public Warrants and the Warrant Agreement set forth in this prospectus, or defective provision, but
requires the approval by the holders of at least a majority of the then outstanding Public Warrants to make any change that adversely
affects the interests of the registered holders of public warrants.
The Public Warrants may be
exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise
form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price
(or on a cashless basis, if applicable), by certified or official bank check payable to Horizon, for the number of warrants being exercised.
The warrant holders do not have the rights or privileges of holders of Class A ordinary shares and any voting rights until they exercise
their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the Public
Warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by shareholders.
No fractional shares will
be issued upon exercise of the Public Warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round down to the nearest whole number of Class A ordinary shares to be issued to the
warrant holder.
We have agreed that, subject
to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement will be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim.
This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which
the federal district courts of the United States of America are the sole and exclusive forum.
Placement Warrants
The Placement Warrants are identical to
the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be
redeemable by the Company, (ii) they may be exercised by the holders on a cashless basis and (iii) the holders thereof (including with
respect to Class A ordinary shares issuable upon exercise of such Placement Warrants) are entitled to registration rights.
General Warrants
In connection with the public
offering that closed on August 21, 2024, the Company issued General Warrants, with each General Warrant representing the right to purchase
one Common Share at an exercise price of $0.75 USD per share. The General Warrants were immediately exercisable on the date of issuance
and expire on August 21, 2029. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions,
stock splits, stock combinations, reclassifications or similar events affecting our Common Shares. No fractional Common Share will be
issued in connection with the exercise of a General Warrant.
If a registration statement
registering the issuance of the Common Shares underlying the General Warrants under the Securities Act is not effective or available,
the holder may, in its sole discretion, elect to exercise the warrants through a cashless exercise, in which case the holder would receive
upon such exercise the net number of Common Shares determined according to the formula set forth in the General Warrants. The Resale Registration
Statement covers the Common Shares issuable upon exercise of the General Warrants.
S- 14
A holder will not have the
right to exercise any portion of the General Warrants if the holder (together with its affiliates) would beneficially own in excess of
4.99% (or, upon election by a holder prior to the issuance of any warrants, 9.99%) of the number of Common Shares outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the General Warrants.
However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, upon at least 61 days’
prior notice from the holder to us with respect to any increase in such percentage.
In the event of a fundamental
transaction, as described in the General Warrants, and generally including, with certain exceptions, any reorganization, recapitalization
or reclassification of our Common Shares, the sale, transfer or other disposition of all or substantially all of our properties or assets,
our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Shares, or any person
or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Shares, the holders of the General
Warrants will be entitled to receive upon exercise thereof the kind and amount of securities, cash or other property that the holders
would have received had they exercised the warrants immediately prior to such fundamental transaction. Additionally, as more fully described
in the General Warrant, in the event of certain fundamental transactions, the holders of the warrants will be entitled to receive consideration
in an amount equal to the Black Scholes value of the remaining unexercised portion of the warrants on the date of consummation of such
fundamental transaction.
Except as otherwise provided
in the General Warrants or by virtue of such holder’s ownership of shares of our Common Shares, the holder of a General Warrant
does not have the rights or privileges of a holder of our Common Shares, including any voting rights, until the holder exercises the warrant.
Pre-Funded Warrants
Each Pre-Funded Warrant will
entitle the holder to acquire, subject to adjustment as summarized below, a number of Common Shares, the exercise price for which has
been pre-funded other than a nominal exercise price of $0.001 USD per Common Share. The Pre-Funded Warrants will be exercisable, at the
option of each holder, in whole or in part, by delivering to us a duly executed exercise notice, thereby canceling all or a portion of
such holder’s Pre-Funded Warrants. The Pre-Funded Warrants may be exercised on a “cashless” basis. The Pre-Funded Warrants
will not expire until they are exercised in full.
If we reorganize, consolidate,
amalgamate or merge with any other body corporate, if we reclassify our Common Shares or the Common Shares are effectively converted or
exchanged for other securities, cash or property (other than a subdivision, consolidation or share dividend resulting in an adjustment
as described above), if holders of our Common Shares representing more than 50% of the voting power of the Common Shares tender their
shares in a take-over bid, tender offer, exchange offer or pursuant to a stock purchase agreement or other business combination, or we
transfer all or substantially all of its assets (in each case, and as may be described in further detail in the terms of the Pre-Funded
Warrant, a “Fundamental Transaction”), then a holder of a Pre-Funded Warrant, upon exercise of thereof, will be entitled to
receive such securities and/or other property (including cash) as if the holder had exercised the Pre-Funded Warrant before such Fundamental
Transaction (without regard to any restrictions on exercise of the Pre-Funded Warrant as described below).
The Pre-Funded Warrant
provides that notwithstanding any other terms thereof, we shall not effect the exercise of any portion of the Pre-Funded Warrants,
and the holder of Pre-Funded Warrants shall not have the right to exercise any portion of the Pre-Funded Warrants, and any such
exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately
prior to or following such exercise, the holder of the Pre-Funded Warrants, together with its affiliates and other
“attribution parties” as may be defined in the Pre-Funded Warrant, beneficially owns or would beneficially own a number
of Common Shares in excess of 9.99% (which can be increased or decreased at the election of the holder of the Pre-Funded Warrant up
to 9.99%) (the “Specified Percentage”) of the number of Common Shares outstanding immediately after giving effect to the
issuance of Common Shares upon exercise of such Pre-Funded Warrants. Notwithstanding the foregoing, a holder of Pre-Funded Warrants,
upon notice to the Company, may increase or decrease the Specified Percentage subject to certain restrictions.
No fractional Common Shares
will be issuable upon the exercise of any Pre-Funded Warrants. In lieu of any fractional shares that would otherwise be issuable, the
number of Common Shares to be issued shall be rounded up to the next whole number and the Company shall pay the holder in cash the fair
market value for any such fractional shares. Holders of Pre-Funded Warrants will not have any voting or pre-emptive rights or any other
rights which a holder of Common Shares would have.
We have not applied and do
not intend to apply to list the Pre-Funded Warrants on any securities exchange. There will be no market through which the Pre-Funded Warrants
may be sold and purchasers may not be able to resell the Pre-Funded Warrants purchased in the offering. This may affect the pricing of
the Pre-Funded Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Pre-Funded
Warrants, and the extent of issuer regulation.
Placement Agent Warrants
Upon the closing of this offering, we have agreed to issue to the Placement
Agent, or its designees, Placement Agent Warrants to purchase 298,805 Common Shares. The Placement Agent Warrants will be exercisable
at a per share exercise price of $2.8865. The Placement Agent Warrants will be exercisable commencing on the date of issuance and will
expire five years from the date of issuance. See “ Plan of Distribution — Placement Agent Warrants .”
Transfer Agent
The transfer agent for our
Class A ordinary shares is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its role as transfer agent, its agents and each of its shareholders, directors, officers and employees against all claims
and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims and losses due to
any gross negligence or intentional misconduct of the indemnified person or entity.
Listing of Securities
Our Class A ordinary
shares and Public Warrants are listed on the Nasdaq under the symbols “HOVR” and “HOVRW.”
S- 15
CAPITALIZATION
The following table presents our capitalization as of February 28, 2026:
|
● |
on an actual basis; and |
|
|
|
|
● |
on a pro forma basis to give effect to the issuance and sale by us of 9,254,889 Common Shares in an earlier May Registered Direct Offering for aggregate net proceeds of $18.5 million; |
|
|
|
|
● |
on a pro forma as adjusted basis after giving effect to (i) our sale
of 5,385,646 Common Shares in this offering at the offering price of $2.51 USD per share, and (ii) our sale and the exercise of 4,574,514
Pre-Funded Warrants to purchase 4,574,514 Common Shares at $2.509 USD per Pre-Funded Warrant, after deducting the Placement Agent’s
fees and estimated offering expenses payable by us and assuming no exercise of any Placement Agent Warrants. |
The pro forma amounts shown
below are unaudited. You should read this table together with our financial statements and related notes and “ Management’s
Discussion and Analysis of Financial Condition and Results of Operations .”
|
|
February 28, 2026 |
|
|
|
Actual |
|
|
Pro Forma |
|
|
Pro Forma As Adjusted (1) |
|
|
|
|
|
|
(Canadian dollars in thousands) |
|
Long-term debt, capital and financing lease obligations (excluding current portion): |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Shareholders’ Equity (Deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
Class A Ordinary Shares, no par value, unlimited shares authorized, 44,958,889 issued and outstanding; 61,762,932 shares issued and outstanding on a pro forma as adjusted basis, after giving effect to this offering |
|
|
111,949 |
|
|
|
137,034 |
|
|
|
168,949 |
|
Preferred Shares, no par value, unlimited shares authorized, 4,500 issued and outstanding |
|
|
6,277 |
|
|
|
6,277 |
|
|
|
6,277 |
|
Additional paid-in capital |
|
|
(68,162 |
) |
|
|
(68,682 |
) |
|
|
(67,822 |
) |
Accumulated other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Accumulated deficit |
|
|
(35,935 |
) |
|
|
(35,935 |
) |
|
|
(35,935 |
) |
Total shareholders’ equity |
|
|
14,129 |
|
|
|
38,694 |
|
|
|
71,469 |
|
Total capitalization |
|
$ |
14,129 |
|
|
$ |
38,694 |
|
|
|
71,469 |
|
| (1) | Adjusts the actual information to give effect to this offering (assuming
the exercise of all Pre-Funded Warrants and assumes no exercise of the Placement Agent Warrants). Unless otherwise indicated, all information
in this prospectus: |
| ● | Does
not reflect 5,411,885 Common Shares reserved for issuance under the 2023 Equity Incentive Plan; |
|
● |
Does not reflect 2,536,509 Common Shares issuable upon the exercise of outstanding options at a weighted average exercise price of $0.82 USD per share; |
|
|
|
|
● |
Does not reflect 1,625,000 Common Shares issuable upon the vesting of PSUs; |
| ● | Does
not reflect 11,500,000 Common Shares issuable upon the exercise of the Public Warrants; |
| ● | Does
not reflect 565,375 Common Shares issuable upon the exercise of the Placement Warrants; |
|
● |
Does not reflect the exercise of the General Warrants to purchase up to 10,000 Common Shares; |
| ● | Does
not reflect the issuance of 10,000,000 Common Shares issuable upon the conversion of 4,500
Series A Preferred Shares; and |
| | |
| ● | Does
not reflect 277,647 Common Shares issuable upon the exercise of the placement agent warrants
issued in an earlier May Registered Direct Offering, at an exercise price of $2.4725 USD per share. |
S- 16
DILUTION
Dilution is the amount
by which the offering price paid by the purchasers of the Common Shares to be sold in this offering will exceed the net tangible
book value per share of ordinary shares after this offering. If you invest in our Common Shares, your interest will be diluted to
the extent of the difference between the public offering price per share of our Common Shares and the pro forma as adjusted net
tangible book value per share of our Common Shares after this offering.
Our net tangible book value
as of February 28, 2026 was $15,017 USD, or $0.33 USD per Common Share. We calculate net tangible book value per share by calculating
our total tangible assets less liabilities, and dividing it by the number of outstanding Common Shares.
Our pro forma net tangible
book value as of February 28, 2026, would have been $33,437 USD, or $0.62 USD per Common Share. We present dilution on a pro forma basis
to give effect to the issuance and sale by us of 9,254,889 Common Shares in an earlier May Registered Direct Offering.
We present pro forma as adjusted net tangible book value by further
giving effect to (i) the sale of 5,385,646 Common Shares in this offering at an offering price of $2.51 USD per share, and (ii) the sale
and the exercise of 4,574,514 Pre-Funded Warrants to purchase 4,574,514 Common Shares at $2.509 USD per Pre-Funded Warrant, and after
deducting the Placement Agent’s fees and estimated offering expenses payable by us, our net tangible book value, which we refer
to as our pro forma as adjusted net tangible book value, as of February 28, 2026 would have been approximately $56,562, or $0.85 USD per
Class A ordinary share.
This amount represents an
immediate dilution in our pro forma as adjusted net tangible book value of $1.66 USD per share to new investors purchasing Common Shares
at the public offering price. We calculate dilution per share to new investors by subtracting the pro forma as adjusted net tangible book
value per share from the public offering price paid by the new investor. The following table illustrates the dilution to new investors
on a $USD per share basis:
Public
offering price | |
| | | |
$ | 2.51 | |
Net
tangible book value per share as of February 28, 2026 | |
$ | 0.33 | | |
| | |
Pro
forma increase in net tangible book value per share as of February 28, 2026 | |
| 0.29 | | |
| | |
Increase
in net tangle book value per share attributable to new investors | |
$ | 0.23 | | |
| | |
Pro
forma as adjusted net tangible book value per share as of February 28, 2026, after this offering | |
| | | |
$ | 0.85 | |
Dilution
per share to new investors | |
| | | |
$ | 1.66 | |
The above discussion and table are based on 44,958,889 Common Shares
outstanding as of February 28, 2026, assumes the exercise of all Pre-Funded Warrants and assumes no exercise of the Placement Agent Warrants,
and:
| ● | Does
not reflect 5,411,885 Common Shares reserved for issuance under the 2023 Equity Incentive Plan; |
|
● |
Does not reflect 2,536,509 Common Shares issuable upon the exercise of outstanding options at a weighted average exercise price of $0.82 USD per share; |
|
|
|
|
● |
Does not reflect 1,625,000 Common Shares issuable upon the vesting of PSUs; |
| ● | Does
not reflect 11,500,000 Common Shares issuable upon the exercise of the Public Warrants; |
| ● | Does
not reflect 565,375 Common Shares issuable upon the exercise of the Placement Warrants; |
|
● |
Does not
reflect the exercise of the General Warrants to purchase up to 10,000 Common Shares; |
| ● | Does
not reflect the issuance of 10,000,000 Common Shares issuable upon the conversion of 4,500
Series A Preferred Shares; and |
| | |
| ● | Does
not reflect 277,647 Common Shares issuable upon the exercise of the placement agent warrants
issued in an earlier May Registered Direct Offering, at an exercise price of $2.4725 USD per share. |
To the extent that outstanding
derivative securities (including the Placement Agent Warrants) are converted or exercised, as applicable, you will experience further
dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe
we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of
equity, warrants or convertible debt securities, the issuance of these securities could result in further dilution to our shareholders.
S- 17
PLAN OF DISTRIBUTION
Titan Partners Group LLC,
a division of American Capital Partners, LLC, has agreed to act as our sole placement agent in connection with this offering subject to
the terms and conditions of the placement agency agreement, dated May 26, 2026, between us and the Placement Agent (the “Placement
Agency Agreement”). The Placement Agent is not purchasing or selling any of the securities offered by this prospectus supplement,
nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities, but has agreed to use its reasonable
best efforts to arrange for the sale of all of the securities offered hereby. Therefore, we have entered into a securities purchase agreement
directly with each investor in connection with this offering (the “Securities Purchase Agreement”).
Delivery of the securities
offered hereby is expected to take place on or about May 27, 2026, subject to the satisfaction of customary closing conditions.
We have agreed to indemnify
the Placement Agent against specified liabilities, including, but not limited to, liabilities under the Securities Act, and to contribute
to payments the Placement Agent may be required to make in respect thereof.
Fees and Expenses
We have agreed to pay the
Placement Agent a fee based on the aggregate proceeds as set forth in the table below. The following table shows the per share and total
cash fees we will pay to the Placement Agent in connection with the sale of our securities offered pursuant to this prospectus supplement
and the accompanying prospectus, assuming the purchase of all of the securities offered hereby.
| |
Per Share
(USD) | | |
Per Pre-Funded
Warrant
(USD) | | |
Total
(USD) | |
Offering price | |
$ | 2.5100 | | |
$ | 2.5090 | | |
$ | 24,995,427.09 | |
Placement agent fees | |
$ | 0.1757 | | |
$ | 0.1756 | | |
$ | 1,749,679.90 | |
Proceeds to us, before expenses | |
$ | 2.3343 | | |
$ | 2.3334 | | |
$ | 23,245,747.19 | |
We have agreed to
reimburse the Placement Agent at closing for legal and other expenses incurred by it in connection with this offering in an
aggregate amount of up to $75,000 USD. We have also agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross
proceeds from this offering. The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the
Securities Act, and any commissions received by it and any profit realized on the resale of the securities sold by it while acting
as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement
Agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation,
Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of
securities by the Placement Agent acting as principal. Under these rules and regulations, the Placement Agent:
| ● | may
not engage in any stabilization activity in connection with our securities; and |
| ● | may
not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted
under the Exchange Act, until it has completed its participation in the distribution. |
Placement Agent Warrants
Upon the closing of this offering, we have agreed to issue to the Placement
Agent, or its designees, Placement Agent Warrants to purchase up to 298,805 Common Shares (the “Placement Agent Warrant Shares”).
The initial exercise price of the Placement Agent Warrants is $2.8865 USD. The Placement Agent Warrants will be exercisable commencing
on the date of issuance and will expire five years from the date of issuance. Delivery of the Placement Agent Warrants will be made at
the closing and they will be issued in the name or names and in such denominations as the Placement Agent may request.
The Placement Agent Warrants
and the Placement Agent Warrant Shares have been deemed compensation by FINRA, and are therefore subject to a 180-day lock-up pursuant
to Rule 5110(e)(1) of FINRA. During the 180-day lock-up period, the Placement Agent will not sell, transfer, assign, pledge, or hypothecate
the Placement Agent Warrants or the Placement Agent Warrant Shares or engage in any hedging, short sale, derivative, put, or call transaction
that would result in the effective economic disposition of the Placement Agent Warrants or the Placement Agent Warrant Shares, subject
to certain exceptions set forth in FINRA Rule 5110(e)(2), including transfers to (i) a sub-agent or selected dealer in connection with
this offering or (ii) a bona fide officer, partner, employee or registered representative of the Placement Agent, or any sub-agent or
any selected dealer, and only if any such transferee agrees to the foregoing restrictions.
S- 18
No Sale of Similar Securities
We have agreed that, without
the prior written consent of the purchasers of the Common Shares and the Placement Agent, from the date hereof until forty-five (45)
days after the closing of this offering, neither we nor any of our subsidiaries shall (i) issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any Common Shares or Common Share equivalents, subject to certain exceptions, or (ii) file
any registration statement or any amendment or supplement thereto.
In addition, pursuant to
certain “lock-up” agreements, our officers and directors have agreed for a period of forty-five (45) days after the closing
of the offering, that, subject to certain exceptions, they shall not offer, sell, contract to sell, hypothecate, pledge or otherwise
dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether
by actual disposition or effective economic disposition due to cash settlement or otherwise) by the holder or any affiliate of the undersigned
or any person in privity with the undersigned or any affiliate of the holder), directly or indirectly, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect
to, any Common Shares or securities convertible, exchangeable or exercisable into, Common Shares beneficially owned, held or hereafter
acquired by the holder or make any demand for or exercise any right or cause to be filed a registration, including any amendments thereto,
with respect to the registration of any Common Shares or Common Share equivalents or publicly disclose the intention to do any of the
foregoing. These restrictions on future dispositions by our directors and executive officers expressly permit transfers (i) as bona fide
gifts or charitable contributions; (ii) to any immediate family member or to a trust for the direct or indirect benefit of the holder
or an immediate family member; (iii) to a corporation, partnership, limited liability company or other business entity of which the holder
and/or one or more immediate family members are the legal and beneficial owners; (iv) if the holder is a corporation, partnership, limited
liability company, trust or other business entity, (a) to another corporation, partnership, limited liability company, trust or other
business entity that is an affiliate of the holder, (b) in the form of a distribution to limited partners, limited liability company
members or stockholders of the holder, or (c) in connection with a sale, merger or transfer of all or substantially all of the assets
of the holder or any other change of control of the holder, not undertaken for the purpose of avoiding the lock-up; (v) if the holder
is a trust, to the beneficiary of such trust; or (vi) by will, other testamentary document or intestate succession to the legal representative,
heir, beneficiary or a member of the immediate family of the holder.
Other Activities and Relationships
The Placement Agent is a full-service
financial institution engaged in various activities, which may include securities trading, commercial and investment banking, financial
advisory, investment management, principal investment, hedging, financing and brokerage activities. The Placement Agent and its affiliates
may, from time to time, engage in transactions with and perform services for us in the ordinary course of its business for which it may
receive customary fees and reimbursement of expenses. In the ordinary course of its various business activities, the Placement Agent and
its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities)
and financial instruments (which may include bank loans and/or credit default swaps) for its own account and for the accounts of its customers
and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve
securities and/or instruments of ours or our affiliates. The Placement Agent and its affiliates may also make investment recommendations
and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend
to clients that they acquire, long and/or short positions in such securities and instruments.
Electronic Distribution
This prospectus supplement and the accompanying prospectus may be made
available in electronic format on a website maintained by the Placement Agent and the Placement Agent may distribute this prospectus supplement
and the accompanying prospectus electronically. The Placement Agent’s address is 4 World Trade Center, 49th Floor, New York, NY
10007.
Nasdaq Capital Market Listing
Our Common Shares are listed
on Nasdaq under the symbol “HOVR”. The last reported sale price of our Common Shares on May 22, 2026 was $3.14 USD per share.
S- 19
LEGAL MATTERS
The validity of the
Shares, Placement Agent Warrants and Placement Agent Warrant Shares being offered hereby will be passed upon
for us by Gowling WLG (Canada) LLP. Certain matters regarding certain U.S. federal securities laws have been passed upon for us by
Nelson Mullins Riley & Scarborough LLP, Washington, DC. Lucosky Brookman, LLP, Woodbridge, New Jersey will act as counsel to the
Placement Agent in connection with this offering.
EXPERTS
The financial statements
of Horizon as of May 31, 2025, and for the year ended May 31, 2025, included or incorporated by reference in this prospectus and registration
statement have been audited by MNP LLP, an independent registered public accounting firm, as stated in their report thereon which report
expresses an unqualified opinion, and included in this prospectus and registration statement in reliance upon such report and upon the
authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC
a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus,
which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration
statement. For further information pertaining to us and the securities offered in this prospectus, reference is made to that registration
statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or
provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document
has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters
involved.
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet
at the SEC’s website at www.sec.gov and on our website at www.horizonaircraft.com. The information found on, or that can be accessed
from or that is hyperlinked to, our website is not part of this prospectus. You may inspect a copy of the registration statement through
the SEC’s website, as provided herein.
S- 20
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” information into this prospectus, which means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by reference is an important part of this prospectus,
and information that we file later with the SEC will automatically update and supersede this information. Because we are incorporating
by reference future filings with the SEC, this prospectus and the accompanying prospectus supplement are continually updated and those
future filings may modify or supersede some of the information included or incorporated by reference in this prospectus and the accompanying
prospectus supplement. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of
the statements in this prospectus, the accompanying prospectus supplement or in any document previously incorporated by reference have
been modified or superseded. Our periodic reports are filed with the SEC under SEC File Number 001-41607.
We hereby incorporate by reference
the following documents:
|
● |
our Annual Report
on Form 10-K for the year ended May 31, 2025, filed with the SEC on August 22, 2025; |
|
● |
our
Quarterly Reports on Form 10-Q for the quarters ended August 31, 2025, November 30, 2025 and February 28, 2026, filed with the SEC on October 10, 2025 , January 14, 2026 and April 14, 2026 , respectively; |
|
● |
our Current Reports on
Form 8-K filed with the SEC on June
27, 2025 , October 31,
2025 , November 26,
2025 and May 8,
2026 , in each case only to the extent filed and not furnished; and |
|
● |
the description of our securities contained in Exhibit 4.3 to the Annual Report on Form 10-K filed with the SEC on August 22, 2025. |
In addition, all documents
we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, until the offering of the securities
offered hereby is terminated or completed, shall be deemed to be incorporated by reference into this prospectus.
Unless specifically stated
to the contrary, none of the information that we may furnish to the SEC under Items 2.02 and 7.01 of any Current Report on Form 8-K, including
any related exhibits under Item 9.01, will be incorporated by reference into, or otherwise included in, this Prospectus.
Any statement contained in
a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that
is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will provide each person
to whom a prospectus is delivered a copy of all of the information that has been incorporated by reference in this prospectus but not
delivered with the prospectus. You may request a copy of these filings (other than an exhibit to any filing unless we have specifically
incorporated that exhibit by reference into the filing), at no cost, by writing or telephoning us at the following address:
Investor Relations
New Horizon Aircraft Ltd.
3187 Highway 35
Lindsay, Ontario, K9V 4R1
(613) 866-1935
IR@horizonaircraft.com
S- 21
PROSPECTUS
New Horizon Aircraft Ltd.
$75,000,000
Common Shares
Preferred Shares
Debt Securities
Warrants
Rights
Units
From
time to time, we may offer and sell our securities listed above in one or more offerings in amounts, at prices and on terms that we will
determine at the time of the offering. The aggregate initial offering price of all securities sold by us under this prospectus will not
exceed $75,000,000 .
Each
time we offer our securities, we will provide you with specific terms of the securities offered in supplements to this prospectus. This
prospectus may not be used to offer and sell our securities unless accompanied by a prospectus supplement. Accompanying prospectus supplements
may add, update or change information contained in this prospectus. You should read this prospectus, the accompanying prospectus supplements,
the information incorporated by reference into this prospectus and the accompany prospectus supplements and the additional information
described below under the heading “ Where You Can Find More Information ” carefully before you invest in our securities.
Our
securities may be offered and sold to or through underwriters, brokers, dealers or agents as designated from time to time, or directly
to one or more other purchasers or through a combination of such methods. For additional information, you should refer to the section
captioned “ Plan of Distribution ” on page 30 of this prospectus. If any underwriters, dealers or agents are involved
in the sale of any of our securities, their names, and any applicable purchase price, fee, commission or discount arrangements between
or among them, will be set forth, or will be calculable from the information set forth, in the accompanying prospectus supplement. The
price to the public of our securities and the net proceeds that we expect to receive from such sale will also be set forth in the accompanying
prospectus supplement.
You should read this prospectus
and any prospectus supplement or amendment carefully before investing in our securities. Our Class A ordinary shares, without par value
(the “Common Shares”), trade on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “HOVR”
and our public warrants (the “Public Warrants”) trade on the Nasdaq Capital Market under the ticker symbol “HOVRW”.
On February 13, 2025, the closing price of our Common Shares was $0.58 and the closing price for our Public Warrants was $0.04. Each
of our Public Warrants is exercisable for one Common Shares at an exercise price of $11.50 per share.
As of February 13, 2025,
the aggregate market value of our outstanding Common Shares held by non-affiliates was approximately $33.1 million, which we calculated
based on 31,230,914 outstanding Common Shares, of which 23,322,037 Common Shares were held by non-affiliates, and a price per share of
$1.42 as of December 27, 2024, which is a date within 60 days prior to the date of this prospectus. Pursuant to General Instruction I.B.6
of Form S-3, in no event will we sell, pursuant to the registration statement of which this prospectus forms a part, securities in a
public primary offering with a value exceeding one-third of the aggregate market value of our outstanding Common Shares held by non-affiliates
in any 12-month period, so long as the aggregate market value of our outstanding Common Shares held by non-affiliates remains below $75
million. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities
pursuant to General Instruction I.B.6 of Form S-3.
All amounts are in United
States dollars (“USD”) unless specifically noted otherwise.
We
are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, are subject to certain
reduced public company reporting requirements. See “ Prospectus Summary — Implications of Being an Emerging Growth Company
and a Smaller Reporting Company ” on page 2 of this prospectus.
Investing
in our securities involves a high degree of risk. You should carefully read and consider the risk factors set forth under the caption
“ Risk Factors ” on page 4 of this prospectus, in any accompanying prospectus supplement and in the documents incorporated
or deemed incorporated by reference into this prospectus and the accompanying prospectus supplement before you invest in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is March 25,
2025.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS |
ii |
|
|
FREQUENTLY
USED TERMS |
iii |
|
|
PROSPECTUS
SUMMARY |
1 |
|
|
RISK FACTORS |
4 |
|
|
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS |
5 |
|
|
USE OF PROCEEDS |
6 |
|
|
DESCRIPTION
OF SECURITIES |
7 |
|
|
DESCRIPTION
OF DEBT SECURITIES |
13 |
|
|
DESCRIPTION
OF WARRANTS |
26 |
|
|
DESCRIPTION
OF RIGHTS |
28 |
|
|
DESCRIPTION
OF UNITS |
29 |
|
|
PLAN OF DISTRIBUTION |
30 |
|
|
LEGAL MATTERS |
33 |
|
|
EXPERTS |
33 |
|
|
WHERE YOU
CAN FIND MORE INFORMATION |
33 |
|
|
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE |
34 |
i
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission (the “SEC”)
using a shelf registration process. Using this process, we may, from time to time, sell any combination of the securities described in
this prospectus in one or more offerings up to a total dollar amount of $75,000,000 . This prospectus provides a general description
of the securities we may offer. Each time we sell any securities under this prospectus, we will provide a prospectus supplement that
will contain more specific information about the terms of the securities being offered and the specific manner in which they will be
offered. This prospectus may not be used to offer and sell our securities unless accompanied by a prospectus supplement. Accompanying
prospectus supplements may add, update or change information contained in this prospectus. To the extent that any statement we make in
an accompanying prospectus supplement is inconsistent with statements made in this prospectus or in any document incorporated by reference
herein, the statements made in this prospectus or in any document incorporated by reference herein will be deemed modified or superseded
by those made in the accompanying prospectus supplement.
You
should carefully read this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and
therein as described below under the captions “ Where You Can Find More Information ” and “ Incorporation of
Certain Information by Reference ” before making a decision to invest in our securities.
You
should rely only on the information set forth in or incorporated by reference into this prospectus and any accompanying prospectus supplement.
We have not, and Jones has not, authorized anyone else to provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it.
We
are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You
should assume that the information in this prospectus, any prospectus supplement and the documents incorporated by reference herein and
therein are accurate only as of the dates of those documents. Our business, financial condition, results of operations and prospects
may have changed since those dates.
Unless
the context otherwise requires, throughout this prospectus and any accompanying prospectus supplement, the words “New Horizon,”
“we,” “us,” “our,” “the registrant” or the “Company” refer to New Horizon
Aircraft Ltd., and the term “securities” refers collectively to our Common Shares, preferred shares, debt securities, warrants,
units and any combination of the foregoing securities.
This prospectus contains
summaries of certain provisions contained in documents described in this prospectus. All of the summaries are qualified in their entirety
by the actual documents, which you should review before making a decision to invest in our securities. Copies of the documents referred
to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus
is a part, and you may obtain copies of those documents as described below under “ Where You Can Find More Information .”
ii
FREQUENTLY
USED TERMS
Unless otherwise stated in this prospectus, the
terms “ we ,” “ us ,” “ our ” or “ New Horizon ”
refer to New Horizon Aircraft Ltd., a British Columbia company, and its consolidated subsidiaries. In addition, in this prospectus:
“ 2023 Equity Incentive
Plan ” means the New Horizon Aircraft Ltd. 2023 Equity Incentive Plan, as amended.
“ Amalgamation ”
means the three-cornered amalgamation of Merger Sub and Horizon pursuant to the BCBCA.
“ BCA ”
or “ Business Combination Agreement ” means the Business Combination Agreement, dated August 15, 2023, by and among
Pono, Merger Sub and Horizon.
“ BCBCA ”
means the Business Corporations Act (British Columbia) , as now in effect and as it may be amended from time to time.
“ Board ”
means the board of directors of New Horizon.
“ Business Combination ”
means the Amalgamation, and the other transactions contemplated by the BCA.
“ Class A ordinary
shares ” means the Class A ordinary shares, without par value, of New Horizon.
“ Class B ordinary
shares ” means the Class B ordinary shares, without par value, of New Horizon.
“ Closing ”
means the closing of the Business Combination, which was completed on January 12, 2024.
“ Code ”
means the United States Internal Revenue Code, as amended.
“ Common Shares ”
means the Class A ordinary shares of New Horizon.
“ Continental ”
means Continental Stock Transfer & Trust Company, the transfer agent.
“ Effective Time ”
means the effective time of the Amalgamation in accordance with the BCBCA.
“ Exchange Act ”
means the United States Securities Exchange Act of 1934, as amended.
“ Horizon ”
means Robinson Aircraft Ltd.
“ Horizon shareholders ”
refers to holders of shares of Horizon as of the time immediately before the Effective Time.
“ Merger Sub ”
means Pono Three Merger Acquisitions Corp., a British Columbia company and a wholly-owned subsidiary of Pono prior to the Amalgamation.
“ Ordinary Shares ”
means any of the Class A ordinary shares or Class B ordinary shares.
“ Placement Shares ”
means the Pono Class A ordinary shares included within the Placement Units;
“ Placement Units ”
means 563,375 units issued to the Sponsor in the Private Placement. Each Placement Unit consisted of one Placement Share and one
Placement Warrant.
“ Placement Warrants ”
means the warrants included within the Placement Units. Each Placement Warrant entitles the holder thereof to purchase one Pono Class A
ordinary share for $11.50 per share.
iii
“ Pono ”
means Pono Capital Three, Inc., which continued from a Cayman Island exempted company to a British Columbia company pursuant to the SPAC
Continuance and was renamed “New Horizon Aircraft Ltd.” in connection with the Closing.
“ Pono IPO ,”
“ IPO ” or “ Initial Public Offering ” means Pono’s initial public offering that was consummated
on February 14, 2023.
“ Private Placement ”
means the private placement consummated simultaneously with the Pono IPO in which Pono issued to the Sponsor the Placement Units.
“ Public Shares ”
means Class A ordinary shares included in the Public Units and Class A ordinary shares underlying the Public Warrants.
“ Public Units ”
means units issued in the Pono IPO, including any over-allotment securities acquired by Pono’s underwriters, consisting of
one Public Share and one Public Warrant.
“ Public Warrants ”
means warrants underlying the Public Units issued in the Pono IPO. Each whole Public Warrant entitles the holder thereof to
purchase one Class A ordinary share for $11.50 per share.
“ SEC ”
means the U.S. Securities and Exchange Commission.
“ Securities ”
means the Common Shares and Warrants.
“ Securities Act ”
means the United States Securities Act of 1933, as amended.
“ Sponsor ”
means Mehana Capital LLC.
“ U.S. GAAP ”
means generally accepted accounting principles in the United States.
“ Units ”
means units consisting of a Class A ordinary share and a warrant to purchase a Class A ordinary share, sold together as a unit in the
Pono IPO (the “ Public Units ”) or in the private placement that occurred simultaneously with the consummation of the
Pono IPO (the “ Placement Units ”).
“ Warrant Agreement ”
means the Warrant Agreement, dated February 9, 2023, by and between Pono and Continental Stock Transfer & Trust Company.
“ Warrants ”
means any of the Public Warrants and the Placement Warrants.
iv
PROSPECTUS
SUMMARY
This summary highlights
information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before
investing in our securities. You should read this entire prospectus carefully, including any prospectus supplement and the matters discussed
under the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” “Business” and the consolidated financial statements and related notes included in or incorporated
by reference in this prospectus before making an investment decision.
The Company
We
are an advanced aerospace Original Equipment Manufacturer (“OEM”) that is designing and aiming to build a next generation
hybrid electric Vertical Takeoff and Landing (“eVTOL”) aircraft for the Regional Air Mobility (“RAM”) market.
Its unique aircraft will offer a more efficient way to move people and goods at a regional scale (i.e., from 50 to 500 miles), help to
connect remote communities, and will advance our ability to deal with an increasing number of climate related natural disasters such
as wildfires, floods, or droughts.
We
aim to deliver a hybrid electric 7-seat aircraft, called the Cavorite X7, that can take off and land vertically like a helicopter. However,
unlike a traditional helicopter, for the majority of its flight it will return to a configuration much like a traditional aircraft. This
would allow the Cavorite X7 to fly faster, farther, and operate more efficiently than a traditional helicopter. Expected to travel at
speeds up to 250 miles per hour at a range over 500 miles, we believe that this aircraft will be a disruptive force to RAM travel.
The Background
On
January 12, 2024, Pono Capital Three, Inc. (“Pono”) completed a series of transactions that resulted in the combination (the
“Business Combination”) of Pono with Robinson Aircraft Ltd. d/b/a Horizon Aircraft (“Horizon”) pursuant to the
Business Combination Agreement (the “Business Combination Agreement”), dated August 15, 2023, by and among Pono, Pono Three
Merger Acquisitions Corp., a British Columbia company and wholly-owned subsidiary of Pono (“Merger Sub”) and Horizon, following
the approval at the extraordinary general meeting of the shareholders of Pono held on January 4, 2024. On January 10, 2024, pursuant
to the Business Combination Agreement, Pono was continued and de-registered from the Cayman Islands and redomiciled as a British Columbia
company on January 11, 2024 (the “SPAC Continuance”). Pursuant to the Business Combination Agreement, on January 12, 2024,
Merger Sub and Horizon were amalgamated under the laws of British Columbia, and Pono changed its name to “New Horizon Aircraft
Ltd.” As consideration for the Business Combination, the Company issued to Horizon shareholders an aggregate of 9,419,084 Class
A ordinary shares (the “Exchange Consideration”), including 282,573 shares held in escrow for any purchase price adjustments
under the BCA, and 754,013 shares issued to the PIPE investor or his designees, as set forth below.
Simultaneous
with the closing of the Business Combination, New Horizon also completed a series of private financings, issuing and selling 200,000
Common Shares in a private placement to a PIPE investor (the “PIPE Investor”), issued 103,500 Common Shares to EF Hutton
LLC, in partial satisfaction of the deferred underwriting commission due from Pono’s initial public offering, and assumed options
issued by Horizon to purchase 585,230 Common Shares.
Our Common Shares are listed
on the Nasdaq Capital Market under the symbol “HOVR.” On February 13, 2025, the closing price of our Common Shares was $0.58.
Our Public Warrants are listed on the Nasdaq Capital Market under the symbol “HOVRW.” On February 13, 2025, the closing price
of our Public Warrants was $0.04.
The
rights of holders of our Common Shares are governed by our articles (the “Articles”) and the Business Corporations Act
(British Columbia) (the “BCBCA”). See the section entitled “ Description of Securities .”
1
Nasdaq
Listing Compliance
On
July 19, 2024, Nasdaq Stock Market LLC (“Nasdaq”) notified the Company that it was not in compliance with the minimum bid
price requirements set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), which requires the Company’s
Class A ordinary shares to maintain a minimum bid price of $1.00 per share. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the
Company had a compliance period of 180 calendar days, or until January 15, 2025, to regain compliance with the Bid Price Rule. On January
22, 2025, the Company received written notification from Nasdaq that the Nasdaq Qualifications Listing Staff (the “Staff”)
had granted the Company an additional 180 calendar days, or until July 14, 2025 (the “Second Compliance Period”), to regain
compliance with the Bid Price Rule. If at any time during the Second Compliance Period, the closing bid price of the Class A ordinary
shares is at least $1.00 per share for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company with written
confirmation of compliance with the Bid Price Rule and the matter will be closed.
The
notice from Nasdaq had no immediate effect on the listing of the Company’s Class A ordinary shares, and its Class A ordinary shares
will continue to be listed on the Nasdaq Capital Market under the symbol “HOVR”. While there can be no assurance that the
Company will regain compliance with the Bid Price Rule, the Company expects to cure this deficiency within the Second Compliance Period.
On
August 28, 2024, the Company was notified by Nasdaq that the Company had failed to maintain a net income from continuing operations of
$500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years required for continued
listing under Nasdaq Listing Rule 5550(b)(3) (the “Net Income Standard”). The Staff notified the Company that it also did
not meet the alternative continued listing standards under Nasdaq Listing Rule 5550(b)(2) (the “Market Value of Listed Securities
Standard,” which requires the market value of the Company’s listed securities be at least $35 million) or Nasdaq Listing
Rule 5550(b)(1) (the “Equity Standard,” which requires the Company to maintain stockholders’ equity of at least $2.5
million) (the Net Income Standard, the Market Value of Listed Securities Standard, and the Equity Standard, collectively the “Continued
Listing Standards”). The Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s
determination, which took place on December 12, 2024.
On
January 24, 2025, the Company received a letter from the Nasdaq Office of General Counsel confirming the decision of the Panel that the
Company had regained compliance with the Continued Listing standards by demonstrating compliance with the Equity Standard and that the
matter is closed. Pursuant to Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a panel monitor for a period of one year
from the date of the letter.
Implications of Being
an Emerging Growth Company and a Smaller Reporting Company
We are an “emerging
growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),
as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may benefit
from specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions
include:
|
● |
presentation of only two
years of audited financial statements and only two years of related management’s discussion and analysis of financial condition
and results of operations in this prospectus; |
|
● |
reduced disclosure about
our executive compensation arrangements; |
|
● |
no non-binding shareholder
advisory votes on executive compensation or golden parachute arrangements; |
|
● |
exemption from any requirement
of the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report
providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); and |
|
● |
exemption from the auditor
attestation requirement in the assessment of our internal control over financial reporting. |
2
We
may benefit from these exemptions until December 31, 2025 or such earlier time that
we are no longer an emerging growth company. We will cease to be an emerging growth company
upon the earliest of: (1) May 31, 2029; (2) the first fiscal year after our
annual gross revenues are $1.235 billion or more; (3) the date on which we have,
during the previous three-year period, issued more than $1.0 billion in non-convertible debt
securities; or (4) the date on which we are deemed to be a “large accelerated
filer” under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). We may choose to benefit from some but not all of these reduced disclosure obligations
in future filings. If we do, the information that we provide shareholders may be different
than you might get from other public companies in which you hold stock.
We are also a “smaller
reporting company,” as defined in Rule 12b-2 promulgated under the Exchange Act. We may continue to be a smaller
reporting company if either (1) the market value of our shares held by non-affiliates is less than $250 million or (2) our
annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held
by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth
company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.
For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other
requirements that are applicable to other public companies that are not smaller reporting companies.
Corporate Information
New Horizon’s principal
executive offices are located at 3187 Highway 35, Lindsay, Ontario, K9V 4R1, and New Horizon’s telephone number is (613) 866-1935.
3
RISK
FACTORS
An
investment in our securities involves a high degree of risk. You should carefully read and review the risk factors discussed under the
caption “ Risk Factors ” in our most recent Annual Report on Form 10-K, the risk factors discussed under the caption
“ Risk Factors ” in any accompanying prospectus supplement, and any risk factors discussed in our other filings with
the SEC which are incorporated by reference into this prospectus and any accompanying prospectus supplement before investing in our securities.
These risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known
to us, or that we currently view as immaterial, may also materially and adversely affect us. If any of the risks or uncertainties described
in our most recent Annual Report on Form 10-K, any accompanying prospectus supplement or our other filings with the SEC or if any additional
risks and uncertainties actually occur, our business, financial condition, results of operations and prospects could be materially and
adversely affected. In that case, the trading price of our securities could decline, and you could lose all or part of your investment.
4
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, and any documents we incorporate by reference, contain certain forward-looking statements that involve substantial risks
and uncertainties. All statements contained in this prospectus and any documents we incorporate by reference, other than statements of
historical facts, are forward-looking statements including statements regarding our strategy, future operations, future financial position,
future revenue, projected costs, prospects, plans, objectives of management and expected market growth. These statements involve known
and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Forward-looking
statements appear in a number of places in this prospectus and the documents incorporated by reference herein, including, without limitation,
in the section titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations, ”
“ Risk Factors ” and “ Our Business .” In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking
statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,”
“intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,”
“could,” “may,” “might,” “possible,” “potential,” “predict,”
“should,” “would” and other similar words and expressions, but the absence of these words does not mean that
a statement is not forward-looking.
The
forward-looking statements are based on the current expectations of our management and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments
will be those that have been anticipated.
All
subsequent written and oral forward-looking statements concerning matters addressed in this prospectus and attributable to us or any
person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus.
Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements
to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.
5
USE
OF PROCEEDS
Unless otherwise specified
in an accompanying prospectus supplement, we currently intend to use the net proceeds from the sale of our securities for aircraft development
and general corporate and working capital purposes. Additional details regarding the use of the net proceeds from any particular sale
of our securities will be set forth in an accompanying prospectus supplement. Pending their use, we intend to invest the net proceeds
from the sale of our securities in high-quality, short-term, interest-bearing securities.
6
DESCRIPTION
OF SECURITIES
The
following summary is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference
to the Articles. We urge you to read the full text of the Articles for a complete description of the rights and preferences of our securities.
We
exist under the laws of the Province of British Columbia, Canada, and our affairs are governed by our Articles, as amended and restated
from time to time, and the Business Corporations Act (British Columbia), which we refer to as the “BCBCA.”
Pursuant to the Articles, our authorized share structure consists of an unlimited number of Class A ordinary shares without par value,
an unlimited number of Class B ordinary shares without par value, and an unlimited number of preferred shares without par value (the
“Preferred Shares”).
The
following summary is not complete and is subject to, and is qualified in its entirety by reference to, the provisions of our Articles.
Class A Ordinary
Shares
Holders
of Class A ordinary shares are entitled, except as otherwise provided by law, to receive notice of, attend, and vote at all meetings
of the shareholders of the Company, with each Class A ordinary share carrying one vote. With respect to dividends, each holder of a Class
A ordinary share will be entitled, subject to the special rights and restrictions attached to any other class or series of shares, to
receive such dividends, if any, as may be declared by the Board at its sole discretion. Any dividends declared will be paid out of funds
or other property legally available for the payment of dividends. Upon the liquidation, dissolution, or winding-up of the Company, whether
voluntary or involuntary, or upon any other distribution of the Company’s assets for the purpose of winding-up its affairs, the
holders of Class A ordinary shares will be entitled, after payment of all liabilities and subject to the special rights and restrictions
attaching to any other class or series of shares, to receive the remaining property and assets of the Company.
The
rights attaching to all Ordinary Shares rank pari passu in all respects, and the Class A ordinary shares and Class B ordinary
shares vote together as a single class on all matters (noting that there are no Class B ordinary shares outstanding as of the date hereof).
Unless specified in the Articles or as required by applicable provisions of the BCBCA, an ordinary resolution is required to approve
any matter voted on by holders of Ordinary Shares. Approval of certain actions will require a special resolution; such actions include
altering the authorized share structure, creating special rights or restrictions for the shares or any class or series of shares, and
varying or deleting any special rights or restrictions attached to the shares of any class or series of shares. A simple majority of
votes cast in favour of an ordinary resolution is required to pass such ordinary resolution; however, if the resolution is a special
resolution, a two-thirds majority of votes cast in favor of the special resolution is required to pass it.
Our
Board is divided into three staggered classes, each of which will generally serve for a term of three years with only one class of directors
being elected in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders
of more than 50% of the Ordinary Shares voted for the appointment of directors can appoint all of the directors. There are no pre-emptive,
subscription, conversion or redemption rights attached to the Class A ordinary shares, nor do they contain any sinking or purchase fund
provisions.
7
Preferred Shares
The
Preferred Shares will have certain special rights and restrictions attached thereto. The Preferred Shares may include one or more series
of shares. Subject to the BCBCA, the Board will, from time to time, be authorized by resolution, provided that no Preferred Shares of
a particular series are issued, to alter the Articles and authorize the alteration of the Notice of Articles of the Company, as necessary,
in order to: (a) determine the maximum number of shares of any particular series of Preferred Shares that the Company is authorized
to issue, determine that there will be no maximum number, or alter any previous determination in relation to the maximum number; (b) create
an identifying name by which shares of any series of Preferred Shares may be identified or alter any identifying name created for those
shares; and (c) attach special rights or restrictions to any series of Preferred Shares, including, but not limited to, the rate
or amount of dividends (whether cumulative, non-cumulative, or partially cumulative), dates and places of payment, the consideration
and terms of any purchase for cancellation or redemption (including redemption after a fixed term or at a premium), conversion or exchange
rights, terms of any share purchase plan or sinking fund, restrictions on dividend payment or capital repayment for other shares of the
Company, and voting rights and restrictions. No special right or restriction attached to any series of Preferred Shares will conflict
with the provisions outlined below.
In
the event of liquidation, winding-up, or dissolution of the Company, whether voluntary or involuntary, or any other distribution of the
Company’s assets for the purpose of winding-up its affairs, holders of Preferred Shares will be entitled to receive, before any
distribution is made to holders of Class A ordinary shares or any other shares ranking junior to the Preferred Shares with respect to
asset distribution, the redemption amount for each Preferred Share held, along with any fixed premium, accrued and unpaid cumulative
dividends calculated on a day-to-day basis up to the distribution date (whether or not declared), and any declared and unpaid non-cumulative
dividends. After such payments to holders of Preferred Shares, they will not be entitled to any further distribution of the Company’s
assets except as specifically provided in the special rights and restrictions attached to any series of Preferred Shares.
Except
for rights relating to the election of directors in cases of dividend payment default, as may be attached to any series of Preferred
Shares by the directors, holders of Preferred Shares will not be entitled to receive notice of, attend, or vote at any general meeting
of the Company’s shareholders.
Series A Preferred
Shares
Subject
to the BCBCA, the holders of Series A Preferred Shares are entitled to receive, as and when declared by the directors of the Company,
but always in preference and priority to any payment of dividends on the Common Shares and on any other shares of the Company ranking
junior to the Series A Preferred Shares with respect to dividends, dividends payable on such date or dates as may from time to time be
determined by the directors.
Upon
the occurrence of a liquidation, winding-up or dissolution of the Company whether voluntary or involuntary, or any other distribution
of the Company’s assets among its shareholders for the purpose of winding up its affairs, the holders are entitled pari passu,
in preference to the rights of holders of the Common Shares or any shares of a class ranking junior to the Series A Preferred Shares,
to be paid out of the assets of the Company available for distribution to holders of the Company’s capital, an amount equal to
$1,000 for each Series A Preferred Share.
The Series A Preferred Shares
are convertible, at the option of the holder and without payment of additional consideration, into Common Shares on a one for 2222.222222
basis. Pursuant to the amendment to the Subscription Agreement, dated January 10, 2024, the Company will not issue upon conversion of
the Series A Preferred Shares, any Common Shares if the issuance of such Common Shares would exceed the aggregate number of Common Shares
the Company may issue upon conversion of the Series A Preferred Shares without breaching the Company’s obligation under Nasdaq
Listing Rule 5635 and any other applicable rules of the Nasdaq Stock Market, prior to obtaining shareholder approval.
Public Warrants
Each
Public Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to
adjustment as discussed below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of Class A ordinary shares. This means only a whole Public Warrant may be exercised at a given time by a warrant holder.
8
The
Public Warrant will expire at 5:00 p.m., New York City time, on January 12, 2029, or earlier upon redemption or liquidation.
New
Horizon will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have
no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A
ordinary shares underlying the Public Warrant is then effective and a current prospectus relating thereto is current, subject to New
Horizon satisfying its obligations described below with respect to registration. No Public Warrant will be exercisable, and New Horizon
will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon
such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the
registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with
respect to a Public Warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value
and expire worthless. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of
a unit containing such warrant, if not cash settled, will have paid the full purchase price for the unit solely for the Class A
ordinary shares and Public Warrants underlying such unit.
On
May 10, 2024 and October 2, 2024, a registration statement on Form S-1 was declared effective, which covers, and the registration statement
to which this prospectus forms a part, once effective, will cover, the Common Share issuable upon exercise of the Public Warrants. We
intend to maintain a current prospectus relating to those Common Shares until the Public Warrants expire or are redeemed, as specified
in the Warrant Agreement. During any period when we shall have failed to maintain an effective registration statement, warrant holders
may exercise the Public Warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of
the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will
not be able to exercise their Public Warrants on a cashless basis. Once the Public Warrants become exercisable, we may call the Public
Warrants for redemption:
|
● |
in whole and not in part; |
|
● |
at a price of $0.01 per
warrant; |
|
● |
upon not less than 30 days’
prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption period”)
to each warrant holder; and |
|
● |
if, and only if, the reported
last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once
the Public Warrants become exercisable and ending three business days before we send the notice of redemption to the warrant
holders. |
If
and when the Public Warrants become redeemable by us, we may not exercise our redemption right if the issuance of Class A ordinary
shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or
we are unable to effect such registration or qualification. We have established the last of the redemption criterion discussed above
to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the
foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each warrant holder will be entitled to
exercise its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the
$18.00 redemption trigger price (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) as well
as the $11.50 warrant exercise price after the redemption notice is issued.
9
If
we call the Public Warrants for redemption as described above, our management will have the option to require any holder that wishes
to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants
on a “cashless basis,” our management will consider, among other factors, its cash position, the number of warrants that
are outstanding and the dilutive effect on shareholders of issuing the maximum number of Class A ordinary shares issuable upon the
exercise of the warrants. If our management takes advantage of this option, all holders of Public Warrants would pay the exercise price
by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the
product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price
of the warrants and the “fair market value” (defined below) by (y) the fair market value.
The
“fair market value” for this purpose shall mean the average reported last sale price of the Class A ordinary shares
for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the
holders of Public Warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary
to calculate the number of Class A ordinary shares to be received upon exercise of the Public Warrants, including the “fair
market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby
lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash
from the exercise of the Public Warrants. If we call the Public Warrants for redemption and our management does not take advantage of
this option, the Sponsor and its permitted transferees would still be entitled to exercise their private warrants for cash or on a cashless
basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been
required to exercise their warrants on a cashless basis, as described in more detail below.
A
holder of a Public Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have
the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as
a holder may specify) of the Class A ordinary shares outstanding immediately after giving effect to such exercise.
If
the number of outstanding Class A ordinary shares is increased by a share dividend payable in Class A ordinary shares, or by
a split-up of Class A ordinary shares or other similar event, then, on the effective date of such share dividend, split-up or similar
event, the number of Class A ordinary shares issuable on exercise of each whole Public Warrant will be increased in proportion to
such increase in the outstanding Class A ordinary shares. A rights offering to holders of Class A ordinary shares entitling
holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share dividend of a number
of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights
offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A
ordinary shares) and (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights
offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible
into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be
taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and
(ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading
day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange
or in the applicable market, regular way, without the right to receive such rights.
In
addition, if we, at any time while the Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,
securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other shares
of our capital shares into which the warrants are convertible), other than as described above, or certain ordinary cash dividends, then
the Public Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash
and/or the fair market value of any securities or other assets paid on each Class A