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New Horizon Aircraft names Tom Hearne audit chair

New Horizon Aircraft adds experienced finance and technology executive Tom Hearne to its Board and Audit Committee as Trisha Nomura steps down for personal reasons.

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8-K

Rhea-AI Filing Summary

New Horizon Aircraft Ltd. (HOVR) reported a planned Board transition, with Class I director and Audit Committee Chair Trisha Nomura resigning for personal reasons, effective upon the appointment of her successor, and confirming her departure is not due to any disagreement regarding operations, policies, or practices.

On September 4, 2026, the Board appointed Thomas (Tom) Hearne as a Class I director to fill the vacancy and named him Chair of the Audit Committee and a member of the Compensation and Nominating and Corporate Governance Committees, with a term running until the 2027 annual meeting of shareholders. The Board determined that Hearne is independent under SEC, Nasdaq, and Canadian rules, and that he qualifies as an “audit committee financial expert”. Hearne, a Chartered Professional Accountant with more than 30 years of senior technology and capital markets experience, will receive the same compensation arrangements as other non-employee directors.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Warrant exercise price $11.50 per share Each whole warrant exercisable for one Class A Ordinary Share
Tom Hearne experience More than 30 years Senior executive and board roles in technology companies
Financings overseen by Tom Hearne More than $500 million Total value of successful financings he helped complete
End of Tom Hearne’s current Board term 2027 annual meeting of shareholders Serves as Class I director until that meeting or earlier cessation
Effective date of Hearne appointment September 4, 2026 Appointment to Board and as Audit Committee Chair
audit committee financial expert regulatory
"determined that Mr. Hearne qualifies as an “audit committee financial expert”"
A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.
Nasdaq Listing Rules regulatory
"meets the financial sophistication requirements of the Nasdaq Listing Rules"
Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.
Vertical Takeoff and Landing (VTOL) technical
"developing one of the first hybrid-electric Vertical Takeoff and Landing (VTOL) aircraft"
An aircraft design that can lift off and touch down vertically without needing a runway, like a helicopter or newer electric short-range models, enabling point-to-point travel from small pads or rooftops. Investors care because VTOL technology changes who can provide transportation and how much it costs to operate and scale — similar to how ride-sharing changed ground transport — so its commercial readiness, safety, infrastructure needs and production costs can materially affect manufacturers, service providers and related supply chains.
forward-looking statements regulatory
"This press release contains certain “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

Why did New Horizon Aircraft (HOVR) director Trisha Nomura resign?

Trisha Nomura resigned from the New Horizon Aircraft Board and its committees for personal reasons, citing a desire to spend more time with her family. The company states her resignation is not due to any disagreement regarding its operations, policies, practices, or financial reporting.

Who replaced Trisha Nomura on the New Horizon Aircraft (HOVR) Board?

The Board appointed Thomas (Tom) Hearne as a Class I director on September 4, 2026, filling the vacancy created by Trisha Nomura’s resignation and naming him Chair of the Audit Committee and member of the Compensation and Nominating and Corporate Governance Committees.

What is Tom Hearne’s role and term on the New Horizon Aircraft (HOVR) Board?

Tom Hearne will serve as a Class I director and Chair of the Audit Committee, as well as a member of the Compensation and Nominating and Corporate Governance Committees, until New Horizon Aircraft’s 2027 annual meeting of shareholders or until a successor is elected or he otherwise ceases to serve.

Is Tom Hearne considered independent under exchange and securities rules for HOVR?

Yes. The Board determined that Tom Hearne is independent under applicable rules of the SEC, the Nasdaq Listing Rules, and applicable Canadian securities laws. The Board also determined that he qualifies as an “audit committee financial expert” and meets Nasdaq financial sophistication requirements.

What experience does Tom Hearne bring to New Horizon Aircraft (HOVR)?

Tom Hearne has over 30 years of senior executive and board experience with technology companies and has helped complete financings totaling more than $500 million. He is currently CEO and a director of ARB Labs and serves on other public company boards and committees.

What securities of New Horizon Aircraft (HOVR) are listed on Nasdaq?

New Horizon Aircraft lists Class A Ordinary Shares under the symbol HOVR and warrants under the symbol HOVRW. Each whole warrant is exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share on The Nasdaq Stock Market LLC.

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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)

 

1

 

 

 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

 

2

 

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.

 

 

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