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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 2, 2026
NEW HORIZON AIRCRAFT LTD.
(Exact name of registrant as specified in its charter)
| British Columbia |
|
001-41607 |
|
98-1786743 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 3187 Highway 35, Lindsay, Ontario |
|
K9V 4R1 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (613) 866-1935
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Class A Ordinary Share, no par value |
|
HOVR |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share |
|
HOVRW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 2, 2026, Trisha
Nomura notified the board of directors (the “Board”) of New Horizon Aircraft Ltd. (the “Company”) of her resignation
from the Board as a Class I director and from all committees of the Board on which she serves, including the Audit Committee (as Chair),
the Compensation Committee, and the Nominating and Corporate Governance Committee, effective immediately upon the appointment of a director
to fill the vacancy created by her resignation. Ms. Nomura resigned for personal reasons, citing a desire to spend more time with her
family. Ms. Nomura’s resignation is not the result of any disagreement with the Company or Board on any matter relating to the Company’s
operations, policies or practices. Ms. Nomura has served on the Company’s Board since January 2024, when the Company completed its
business combination and became a publicly traded company. The Board thanks Ms. Nomura for her dedicated service to the Company.
On September 4, 2026, the
Board appointed Thomas Hearne to serve as a Class I director to fill the vacancy created by Ms. Nomura’s resignation. Mr. Hearne
will serve until the Company’s 2027 annual meeting of shareholders, or until his successor is duly elected and qualified, or until
his earlier death, resignation, or removal. Mr. Hearne was also appointed to serve as Chair of the Audit Committee and as a member of
the Compensation Committee and the Nominating and Corporate Governance Committee. The Board has determined that Mr. Hearne is independent
under the applicable rules of the Securities and Exchange Commission (the “SEC”), the listing rules of The Nasdaq Stock Market
LLC (the “Nasdaq Listing Rules”), and applicable Canadian securities laws. The Board has also determined that Mr. Hearne qualifies
as an “audit committee financial expert” within the meaning of Item 407(d)(5) of SEC Regulation S-K and meets the financial
sophistication requirements of the Nasdaq Listing Rules.
Mr. Hearne will participate
in the current director compensation arrangements generally applicable to the Company’s non-employee directors as described in the
Company’s Proxy Statement filed in connection with the 2025 Annual Meeting of Shareholders. There are no arrangements or understandings
between Mr. Hearne and other persons pursuant to which he was selected as a director. Mr. Hearne has not engaged in any transaction with
the Company that would be reportable as a related party transaction under Item 404(a) of SEC Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On September 4, 2026, the
Company issued a press release announcing the director transition described in Item 5.02 of this Current Report on Form 8-K. A copy of
this press release is attached as Exhibit 99.1 hereto.
The information in Item 7.01
of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits
are being filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated September 4, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
NEW HORIZON AIRCRAFT LTD. |
| |
|
|
| Date: September 4, 2026 |
By: |
/s/ E. Brandon Robinson |
| |
Name: |
E. Brandon Robinson |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Horizon Aircraft Appoints
Tom Hearne to Board of Directors and Names Him Audit Committee Chair
Company to benefit
from Hearne’s 30 years of technology leadership, capital markets, and financial oversight experience as it advances the Cavorite
X7 program
TORONTO, September 4, 2026 – New Horizon
Aircraft Ltd. (“Horizon Aircraft” or the “Company”) (Nasdaq: HOVR), an advanced aerospace company developing one of
the first hybrid-electric Vertical Takeoff and Landing (VTOL) aircraft, today announced the appointment of Tom Hearne to its Board of
Directors (the “Board”) and as Chair of the Board’s Audit Committee, effective immediately.
Mr. Hearne succeeds Trisha Nomura, who has
resigned from the Board and Chair of the Audit Committee effective September 4, 2026, for personal reasons. Her resignation was not the
result of any disagreement with the Company or the Board regarding its operations, policies, practices, financial reporting, or other
matters. Ms. Nomura will continue to be available in a support and advisory function as needed by the Company and remains an important
shareholder.
Brandon Robinson, Co-Founder and CEO of Horizon
Aircraft, commented, “Trisha has played an important role in Horizon’s development as a public company, bringing strong financial
expertise, thoughtful judgment, and rigorous oversight to the Board and Audit Committee. We are grateful for her contributions and commitment
to Horizon, and we wish her continued success.”
About Tom Hearne
Mr. Hearne has more than 30 years of experience
as a senior executive and board member of public and private technology companies, with expertise in financial management, capital markets,
corporate governance, strategic transactions, and scaling growth businesses. Over the course of his career, he has helped scale companies
from early-stage operations through periods of rapid revenue growth, including successful financings totaling more than $500 million in
value.
He currently serves as Chief Executive Officer
and a director of ARB Labs, an artificial intelligence technology company serving the gaming industry. He also serves as a director and
Chair of the Audit Committee of publicly traded Enthusiast Gaming Holdings and chairs its Special Committee.
Previously, Mr. Hearne served as Chief Executive
Officer and a director of Tiidal Gaming Group, Chief Financial Officer and a director of London Stock Exchange-listed Sportech PLC, and
Chief Financial Officer of Score Media.
Mr. Hearne is a Chartered Professional Accountant
and a member of CPA Ontario. He holds an MBA from the Schulich School of Business at York University.
Mr. Robinson continued,
“Tom brings a combination of public company governance, financial leadership, capital markets expertise, and a proven track record
of scaling technology businesses that is particularly relevant to Horizon at this stage of our development. As we advance the Cavorite
X7 through manufacturing, testing, certification, and ultimately commercialization, disciplined financial oversight and the ability to
navigate the capital markets will become increasingly important. We believe Tom’s experience and perspective will make him a valuable
addition to our Board.”
About Horizon Aircraft
Horizon Aircraft (NASDAQ: HOVR) is a Canadian
aerospace company that is developing one of the world’s first hybrid-electric VTOL (Vertical Take-Off and Landing) aircraft designed to
fly most of its mission in traditional wing-borne flight, offering industry-leading speed, range, and operational utility. Horizon Aircraft’s
unique designs put the mission first and prioritize safety and performance. Upon successful completion of testing and certification of
its full-scale aircraft, Horizon Aircraft intends to scale unit production to meet expected demand from regional aircraft operators, emergency
service providers, and military customers.
For further information, visit:
Website www.horizonaircraft.com
YouTube https://www.youtube.com/@horizonaircraft
LinkedIn https://www.linkedin.com/company/horizon-aircraft-inc
Information on Horizon Aircraft’s website
does not constitute a part of and is not incorporated by reference into this press release.
For further information, contact:
Investors:
Kathryn Burns
ir@horizonaircraft.com
Media:
Edwina Frawley-Gangahar
EFG Media Relations
+44 7580 174672
edwina@efgmediarelations.com
Forward-Looking Statements
This press release contains certain “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995
and “forward-looking information” within the meaning of applicable Canadian securities laws (collectively, “forward-looking
statements”). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “target,” “will be,” “will
continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements herein include, but are not limited to, statements relating to the anticipated benefits
of changes to the Company’s Board; the targeted readiness of the full-scale hybrid Cavorite X7 eVTOL demonstrator aircraft for initial
testing, development priorities and technical milestones; the Cavorite X7’s design specifications, anticipated operational parameters
and projected performance, including assumptions regarding operating costs, fuel consumption, maintenance costs and utilization rates;
funding and liquidity sufficiency and runway; certification and testing plans; and potential production, partnership, supply chain and
market opportunities.
Forward-looking statements are predictions,
projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should
not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ
materially from the forward-looking statements in this press release, including but not limited to: (i) changes in the markets in which
Horizon Aircraft competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (ii) the risk
that Horizon Aircraft will need to raise additional capital to execute its business plans, which may not be available on acceptable terms
or at all; (iii) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue;
(iv) statements regarding Horizon Aircraft’s industry and market size; (v) financial condition and performance of Horizon Aircraft, including
the condition, liquidity, results of operations, the products, the expected future performance and market opportunities of Horizon Aircraft;
(vi) Horizon Aircraft’s ability to develop, certify, and manufacture an aircraft that meets its performance expectations; (vii) successful
completion of testing and certification of Horizon Aircraft’s Cavorite X7 eVTOL; (viii) the targeted future production of Horizon Aircraft’s
Cavorite X7 aircraft; and (ix) other factors detailed by us in the Company’s public filings with the SEC and under the Company’s profile
on sedarplus.ca, including the disclosures under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for
the fiscal year ended May 31, 2026, filed with the SEC and filed under the Company’s profile on sedarplus.ca on July 16, 2026. These filings
identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance
on forward-looking statements, and while the Company may elect to update these forward-looking statements at some point in the future,
it assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events,
or otherwise, unless required by applicable law. Horizon Aircraft does not give any assurance that Horizon Aircraft will achieve its expectations.