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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 6, 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 6, 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 9,254,889 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”). The
offering price per Share is $2.15, for aggregate gross proceeds to the Company from the Offering of approximately $19.9 million, before
deducting the Placement Agent’s (as defined below) fees and offering expenses payable by the Company. The Company intends to use
the net proceeds from the Offering to fund and accelerate development and buildout of its Cavorite X7 aircraft program, as well as for
working capital and general corporate purposes. The closing of the Offering is expected to occur on or about May 8, 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 6, 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 Shares pursuant to the Purchase Agreements. As compensation for such
services, the Company agreed to pay the Placement Agent a cash fee of approximately $1.4 million and issue to the Placement Agent, or
its designees, warrants to purchase up to 277,647 Common Shares (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 $2.4725 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, the 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 6, 2026.
The
foregoing summaries of the Placement Agency Agreement, Purchase Agreements 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, and
form of the Placement Agent Warrant, copies of which are attached as Exhibits 10.1, 10.2 and 4.1, 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 6, 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 Placement Agent Warrant |
| 5.1 |
|
Opinion
of Gowling WLG (Canada) LLP |
| 10.1 |
|
Placement
Agency Agreement, dated May 6, 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 6, 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 6, 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 7, 2026 |
By: |
/s/
E. Brandon Robinson |
| |
Name: |
E.
Brandon Robinson |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
New
Horizon Aircraft Ltd. Announces Pricing of $20 Million Offering of Common Shares
Toronto,
Canada, May 6, 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 9,254,889 Class
A Ordinary Shares (“Common Shares”). The offering is expected to result in gross proceeds of approximately $20 million, before
deducting offering expenses. The closing of the offering is expected to occur on or about May 8, 2026, subject to the satisfaction of
customary closing conditions. Horizon Aircraft intends to use the net proceeds from the offering to fund and accelerate development and
buildout of the Cavorite X7 aircraft program, as well as for working capital and general corporate purposes.
“This
financing reflects strong recognition of the strategic importance of Horizon Aircraft’s cutting-edge aerospace development,” said
Brandon Robinson, CEO of Horizon Aircraft. “We are now equipped to enhance our ability to develop world-class innovative technologies,
accelerate our commercialization timeline, and attract and retain elite talent. This funding is a significant milestone as we have expanded
our institutional shareholder base, demonstrating commitment and confidence in our team’s ability to execute.”
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.
