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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):
May 26, 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 1.01. Entry into
a Material Definitive Agreement.
On
May 26, 2026, New Horizon Aircraft Ltd. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”)
with certain institutional investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Offering”)
an aggregate of (i) 5,385,646 our Class A ordinary shares, without par value (the “Shares”, and each Class A ordinary share
with no par value in the authorized share structure of the Company, a “Common Share”) and (ii) pre-funded warrants (the “Pre-Funded
Warrants”, and together with the Shares, the “Securities”) to purchase 4,574,514 Common Shares (such Common Shares, the “Pre-Funded Warrant Shares”). The offering price
per Share is $2.51, and the offering price per Pre-Funded Warrant is equal to the offering price per Share, less $0.001, for aggregate
gross proceeds to the Company from the Offering of approximately $25.0 million, before deducting the Placement Agent’s (as defined
below) fees and offering expenses payable by the Company. The Pre-Funded Warrants have an initial exercise price per Common Share equal
to $0.001. The Pre-Funded Warrants will be immediately exercisable and will expire when exercised in full.
The
Company intends to use the net proceeds from the Offering to fully fund the completion of its Cavorite X7 prototype and advance the program
toward testing, certification and commercial production. The closing of the Offering is expected to occur on or about May 27, 2026, subject
to the satisfaction of customary closing conditions.
Pursuant
to the Purchase Agreements, the Company has agreed that, subject to certain exceptions, from the date of the prospectus supplement until
forty-five (45) days after the closing of the Offering, neither it nor any of its subsidiaries shall (a) issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any Common Shares or Common Share equivalents or (b) file any registration statement
or any amendment or supplement thereto (subject to certain exceptions).
The
Purchase Agreements contain customary representations and warranties, agreements and obligations, conditions to closing and termination
provisions.
The
representations, warranties and covenants contained in the Purchase Agreements were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to the Purchase Agreements and may be subject to limitations agreed upon by
the contracting parties. Accordingly, the form of Purchase Agreement is incorporated herein by reference only to provide investors with
information regarding the terms of the Purchase Agreements, and not to provide investors with any other factual information regarding
the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other
filings with the Securities and Exchange Commission (the “SEC”).
In connection with the Offering, the Company entered into a Placement Agency Agreement, dated as of May 26, 2026, with Titan Partners
Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed
to serve as the sole placement agent for the issuance and sale of the Securities pursuant to the Purchase Agreements. As compensation
for such services, the Company agreed to pay the Placement Agent a total cash fee equal to 7% of the gross proceeds from the Offering
and issue to the Placement Agent, or its designees, warrants to purchase an aggregate of a number of Common Shares representing 3% of
the Securities (the “Placement Agent Warrants”) at the closing of the Offering. The Placement Agent Warrants have a term of
five years from the date of issuance and have an exercise price of 115% of the offering price per Share. The Company also agreed to reimburse
the Placement Agent for legal and other expenses incurred by it in connection with the offering in an aggregate amount up to $75,000.
The Placement Agent Warrants and the Common Shares issuable upon exercise of the Placement Agent Warrants have been deemed compensation
by the Financial Industry Regulatory Authority (“FINRA”), and therefore are subject to a 180-day lock-up pursuant to Rule
5110(e)(1) of FINRA, subject to certain exceptions set forth in FINRA Rule 5110(e)(2).
The
Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares, Placement Agent Warrants and the Common Shares issuable upon exercise of the Placement
Agent Warrants (the “Placement Agent Warrant Shares”) were offered and sold by the Company pursuant to an effective shelf
registration statement on Form S-3, as amended (File No. 333-285000), which was originally filed with the SEC on February 14, 2025, and
was declared effective on March 25, 2025, a base prospectus forming a part of the effective registration statement dated March 25, 2025,
and a prospectus supplement dated May 26, 2026.
The
foregoing summaries of the Placement Agency Agreement, Purchase Agreements, Pre-Funded Warrants and the Placement Agent Warrants do not
purport to be complete and are subject to, and qualified in their entirety by, copies of the Placement Agency Agreement, form of the Purchase
Agreement, form of the Pre-Funded Warrants and form of the Placement Agent Warrant, copies of which are attached as Exhibits 10.1, 10.2,
4.1 and 4.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
A
copy of the opinion of Gowlings WLG (Canada) LLP, Canadian counsel to the Company, relating to the validity of the Shares, the Placement
Agent Warrants and the Placement Agent Warrant Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.
All amounts in this Current Report
on Form 8-K are expressed in U.S. dollars.
Cautionary Note Regarding Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, without limitation,
statements regarding the completion of the Offering, the satisfaction of customary closing conditions related to the Offering and the
amount and the intended use of the net proceeds from the Offering. In some cases, you can identify forward-looking statements because
they contain words such as “may,” “will,” “should,” “expects,” “intends,”
“plans,” “anticipates,” “believes,” “estimates,” “projects,” “potential,”
or “continue,” or the negative of these terms or other comparable terminology. The absence of these words does not mean that
a statement is not forward-looking. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered
reasonable by the Company and its management, are inherently uncertain.
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 Current Report on Form 8-K, including, but not limited to: (i) changes in the markets in which the Company competes, including
with respect to its competitive landscape, technology evolution or regulatory changes; (ii) the risk that the Company 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 the Company’s
industry and market size; (v) the financial condition and performance of the Company, including its condition, liquidity, results of operations,
products, expected future performance and market opportunities; (vi) the Company’s ability to develop, certify, and manufacture
an aircraft that meets its performance expectations; (vii) the successful completion of testing and certification of the Company’s
Cavorite X7 eVTOL; (viii) the targeted future production of the Company’s Cavorite X7 aircraft; (ix) the risk that the closing of
the Offering is delayed or not completed at all; (x) the risk that the net proceeds from the Offering may be deployed differently than
currently anticipated; (xi) adverse market or capital-markets conditions; (xii) dilution to existing shareholders from the issuance of
the Shares; and (xiii) other factors detailed in the Company’s public filings with the SEC, 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, 2025, filed with
the SEC on August 22, 2025, and other filings the Company makes from time to time with the SEC, which are available on the SEC’s
website at www.sec.gov. 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.
Readers
are cautioned not to place undue reliance on these and other forward-looking statements contained herein. The forward-looking statements
made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. The Company undertakes
no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after
the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events, except as required
by law.
Item 7.01. Regulation FD Disclosure.
On May 26, 2026, the Company
issued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
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 |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Placement Agent Warrant |
| 5.1 |
|
Opinion of Gowling WLG (Canada) LLP |
| 10.1 |
|
Placement Agency Agreement, dated May 26, 2026, by and between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC |
| 10.2* |
|
Form of Securities Purchase Agreement, dated May 26, 2026, by and between the Company and the purchaser party thereto |
| 23.1 |
|
Consent of Gowling WLG (Canada) LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated May 26, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Non-material schedules and exhibits
have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of
the omitted schedules and exhibits upon request by the SEC. |
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: May 27, 2026 |
By: |
/s/ E. Brandon Robinson |
| |
Name: |
E. Brandon Robinson |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
New Horizon Aircraft
Ltd. Announces Pricing of $25 Million Offering of Common Shares
The offering was led
by the Company’s largest existing U.S. institutional shareholders
Toronto, Canada, May 26, 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 that it has entered into a definitive agreement with certain institutional investors
for the purchase and sale of an aggregate of 9,960,160 Class A Ordinary Shares (“Common Shares”) (or Common Share equivalents).
The offering is expected to result in gross proceeds of approximately $25 million, before deducting offering expenses. The closing of
the offering is expected to occur on or about May 27, 2026, subject to the satisfaction of customary closing conditions. Horizon Aircraft
intends to use the net proceeds from the offering to fully fund the completion of the Cavorite X7 prototype and advance the program toward
testing, certification and commercial production.
“This financing reflects strong continued support from our existing
institutional investors and further validates the strategic significance of Horizon Aircraft’s next-generation aerospace platform,”
said Brandon Robinson, CEO of Horizon Aircraft. “We are now equipped to fully fund completion of our Cavorite X7 prototype and advance
the program toward testing, certification, and commercial production, positioning Horizon Aircraft to advance its differentiated technologies
and continue building a leading aerospace organization focused on disciplined execution and long-term value creation.”
Titan Partners, a division of American Capital Partners, is acting
as the sole placement agent for the offering.
The offering is being made pursuant to a shelf registration statement
on Form S-3 (File No. 333-285000) initially filed with the Securities and Exchange Commission (“SEC”) on February 14, 2025,
and declared effective by the SEC on March 25, 2025 (the “Registration Statement”). The Common Shares (or Common Share equivalents)
are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective Registration Statement.
A prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering will be filed with the SEC
and will be available for free on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and accompanying
prospectus may also be obtained, when available, by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC,
4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About New Horizon Aircraft Ltd.
Horizon Aircraft (NASDAQ:HOVR) is an advanced 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
LinkedIn https://www.linkedin.com/company/horizon-aircraft-inc
On behalf of New Horizon Aircraft Ltd.
Brandon Robinson
Co-Founder and CEO
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 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, 2025, filed with
the SEC and filed under the Company’s profile on sedarplus.ca on August 22, 2025. 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.
