Dustin Shindo cuts New Horizon Aircraft (NASDAQ: HOVR) stake to 4.1%

Rhea-AI Filing Summary

Dustin Shindo filed Amendment No. 3 to his Schedule 13D on New Horizon Aircraft Ltd., reporting beneficial ownership of 2,656,000 Class A Ordinary Shares, or 4.1% of the class. This includes 120,000 Class A Ordinary Shares issuable upon exercise of private placement warrants at an exercise price of $11.50 per share.

In recent trading, he sold 14,918 Class A Ordinary Shares on the Nasdaq Capital Market at a weighted average price of $3.19 per share, 201,920 warrants at a weighted average price of $0.52 per warrant, and 243,455 warrants at a weighted average price of $0.49 per warrant. Based on increases in outstanding Class A Ordinary Shares, he states he ceased to be the beneficial owner of more than five percent of the class no later than May 26, 2026.

Key Figures

Beneficial ownership: 2,656,000 Class A Ordinary Shares Ownership percentage: 4.1% of Class A Ordinary Shares Shares outstanding: 64,478,397 Class A Ordinary Shares +5 more

8 metrics

Beneficial ownership 2,656,000 Class A Ordinary Shares Reported by Dustin Shindo in Amendment No. 3 to Schedule 13D

Ownership percentage 4.1% of Class A Ordinary Shares Percent of class represented by 2,656,000 shares

Shares outstanding 64,478,397 Class A Ordinary Shares Used to calculate ownership percentage

Warrant-linked shares 120,000 shares Class A Ordinary Shares issuable upon exercise of private placement warrants

Warrant exercise price $11.50 per share Exercise price of private placement warrants counted in ownership

Share sale 14,918 shares at $3.19 Class A Ordinary Shares sold May 22, 2026, weighted average price per share

Warrant sale 1 201,920 warrants at $0.52 Warrants sold May 22, 2026, weighted average price per warrant

Warrant sale 2 243,455 warrants at $0.49 Warrants sold May 26, 2026, weighted average price per warrant

Key Terms

beneficial owner, private placement warrants, weighted average price, Class A Ordinary Shares, +1 more

5 terms

beneficial owner financial

"Dustin Shindo ceased to be the beneficial owner of more than five percent of the Issuer's Class A Ordinary Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

private placement warrants financial

"include 120,000 Class A ordinary shares issuable upon the exercise of private placement warrants to purchase 120,000 Class A ordinary shares"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

weighted average price financial

"sold 14,918 Class A Ordinary Shares on the Nasdaq Capital Market at a weighted average price of $3.19 per share"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Class A Ordinary Shares financial

"Title of Class of Securities: Class A Ordinary Shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Nasdaq Capital Market financial

"sold 14,918 Class A Ordinary Shares on the Nasdaq Capital Market at a weighted average price of $3.19 per share"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

New Horizon Aircraft Ltd.

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

64550A107

(CUSIP Number)

Dustin Shindo
4348 Waialae Ave., #632,
Honolulu, HI, 96816
206-923-9234

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 64550A107

1

Name of reporting person

Dustin Shindo

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,656,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,656,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,656,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The figures in Rows 7, 9, and 11 include 120,000 Class A ordinary shares issuable upon the exercise of private placement warrants to purchase 120,000 Class A ordinary shares at an exercise price of $11.50 per share. (2) The percentage in Row 13 is calculated based on 64,478,397 Class A ordinary shares issued and outstanding. This figure is derived from (i) 45,263,348 shares disclosed in the Issuer's Form 10-Q filed on April 14, 2026, (ii) 9,254,889 shares issued in a subsequent offering, as disclosed in the Issuer's Form 8-K filed on May 11, 2026, and (iii) 9,960,160 shares (or share equivalents) issued in a subsequent offering, as disclosed in the Issuer's Form 8-K filed on May 27, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares
(b)	Name of Issuer: New Horizon Aircraft Ltd.
(c)	Address of Issuer's Principal Executive Offices: 3187 Highway 35, Lindsay, ONTARIO, CANADA , K9V 4R1.
Item 1 Comment: Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 3 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by Dustin Shindo and Mehana Capital LLC (each, a "Reporting Person") on January 22, 2024 (the "Original Schedule 13D"), Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Persons on September 25, 2024 ("Amendment No. 1"), and Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Persons on February 28, 2025 ("Amendment No. 2," together with the Original Schedule 13D and Amendment No. 1, the "Schedule 13D"), regarding the Class A Ordinary Shares of the Issuer. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The responses of the Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover page of this Amendment are hereby incorporated by reference into this Item 5.
(b)	See Item 5(a) above
(c)	Except as disclosed below, the Reporting Person has not effected any transactions in the Issuer's Class A Ordinary Shares in the past 60 days. On May 22, 2026, Mr. Shindo sold 14,918 Class A Ordinary Shares on the Nasdaq Capital Market at a weighted average price of $3.19 per share. On May 22, 2026, Mr. Shindo sold 201,920 warrants to purchase Class A Ordinary Shares on the Nasdaq Capital Market at a weighted average price of $0.52 per warrant. On May 26, 2026, Mr. Shindo sold 243,455 warrants to purchase Class A Ordinary Shares on the Nasdaq Capital Market at a weighted average price of $0.49 per warrant.
(d)	No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of shares of the Class A Ordinary Shares.
(e)	Based on the Reporting Person's review of the Issuer's Form 10-Q filed on April 14, 2026, the Issuer's Form 8-K filed on May 11, 2026, and the Issuer's Form 8-K filed on May 27, 2026, Dustin Shindo ceased to be the beneficial owner of more than five percent of the Issuer's Class A Ordinary Shares no later than May 26, 2026, due to increases in the outstanding Class A Ordinary Shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dustin Shindo

Signature:	/s/ Dustin Shindo
Name/Title:	Dustin Shindo
Date:	05/28/2026

FAQ

What percentage of HOVR does Dustin Shindo report owning in this 13D/A?

Dustin Shindo reports beneficial ownership of 4.1% of New Horizon Aircraft Ltd.’s Class A Ordinary Shares, representing 2,656,000 shares including warrant shares. This reflects his updated stake after recent share issuances by the company and his own transactions.

How many New Horizon Aircraft (HOVR) shares does Dustin Shindo beneficially own?

He reports beneficial ownership of 2,656,000 Class A Ordinary Shares of New Horizon Aircraft Ltd. This total includes 120,000 Class A Ordinary Shares issuable upon exercise of private placement warrants at an exercise price of $11.50 per share.

What recent HOVR share sales did Dustin Shindo disclose in this filing?

He disclosed that on May 22, 2026, he sold 14,918 Class A Ordinary Shares on the Nasdaq Capital Market at a weighted average price of $3.19 per share. No other share sales are reported for the past 60 days in this excerpt.

What warrant transactions related to HOVR did Dustin Shindo report?

On May 22, 2026, he sold 201,920 warrants to purchase Class A Ordinary Shares at a weighted average price of $0.52 per warrant. On May 26, 2026, he sold 243,455 similar warrants at a weighted average price of $0.49 per warrant.

When did Dustin Shindo cease to be a more-than-5% holder of HOVR?

He states that, based on company filings, he ceased to be the beneficial owner of more than five percent of New Horizon Aircraft’s Class A Ordinary Shares no later than May 26, 2026, primarily due to increases in the number of shares outstanding.

How many HOVR shares outstanding were used to calculate the 4.1% ownership?

The 4.1% ownership figure is based on 64,478,397 Class A Ordinary Shares outstanding. This total comes from the issuer’s Form 10-Q filed April 14, 2026 and two Form 8-K filings dated May 11, 2026 and May 27, 2026 describing subsequent offerings.