New Horizon Aircraft (HOVR) cuts ATM capacity to $28M, $6.57M remains

Rhea-AI Filing Summary

New Horizon Aircraft Ltd. is amending its prior prospectus supplements to reduce the maximum aggregate amount of Class A ordinary shares available for sale under its Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC from $50,000,000 to $28,000,000. The supplement states that $6,567,156 remains available for sale from and after the supplement date. The company’s Common Shares trade on Nasdaq under the symbol HOVR, with a reported last sale price of $3.14 on May 22, 2026. This supplement amends and supersedes portions of the prior prospectus supplements and is conditioned on the terms set forth in the Sales Agreement.

Insights

Capital Markets Attorney

Amendment reduces ATM capacity; mechanics and disclosure are routine.

The supplement formally reduces the registered at-the-market offering capacity under the existing Sales Agreement with JonesTrading from $50,000,000 to $28,000,000, and states an available balance of $6,567,156 after the effective date. It preserves the prior prospectus terms except where expressly superseded.

Key dependencies include the Sales Agreement terms and Nasdaq listing status; cash-flow treatment is as described in the prior prospectus. Subsequent filings would show any actual sales amounts and timing.

Equity Capital Markets Analyst

Lowering the cap tightens future ATM headroom; immediate market impact depends on future sales.

The change reduces the total capacity available for incremental at-the-market issuances to $28,000,000. The supplement notes prior sales are included in that cap and quantifies remaining capacity as $6,567,156 from the supplement date.

Actual dilution and capital raise outcomes hinge on whether the company elects to sell additional shares under the Sales Agreement; future prospectus supplements or sales notices will disclose realized issuance amounts and pricing.

Key Figures

Amended offering cap: $28,000,000 Prior registered cap: $50,000,000 Available after supplement: $6,567,156 +1 more

4 metrics

Amended offering cap $28,000,000 aggregate capacity under Sales Agreement after this supplement

Prior registered cap $50,000,000 aggregate capacity previously registered under the Prior Prospectus

Available after supplement $6,567,156 amount available for sale from and after the date of this Prospectus Supplement

Last reported sale price $3.14 Nasdaq last reported sale price on May 22, 2026

Key Terms

at the market offerings, Capital on Demand™ Sales Agreement, Prospectus Supplement

3 terms

at the market offerings financial

"offer and sale of our Class A ordinary shares, ... in "at the market offerings""

At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.

Capital on Demand™ Sales Agreement regulatory

"pursuant to that certain Capital on Demand™ Sales Agreement, dated as of February 14, 2025"

Prospectus Supplement regulatory

"This Prospectus Supplement amends and supplements the information in the prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Filed pursuant to Rule 424(b)(5)

Registration No. 333-285000

PROSPECTUS SUPPLEMENT

(to Prospectus Supplements Dated March 25, 2025, June 27, 2025 and October 31, 2025

to Prospectus dated March 25, 2025)

New Horizon Aircraft Ltd.

Up to $28,000,000

Common Shares 

This Prospectus Supplement amends and supplements the information in the prospectus supplement, dated March 25, 2025 (the “Original Prospectus Supplement”), the prospectus supplements dated June 27, 2025 and October 31, 2025, and the accompanying prospectus dated March 25, 2025 (collectively, the “Prior Prospectus”), relating to the offer and sale of our Class A ordinary shares, without par value (the “Common Shares”), from time to time through or to JonesTrading Institutional Services LLC (“Jones”), acting as sales agent in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, pursuant to that certain Capital on Demand™ Sales Agreement, dated as of February 14, 2025, between us and Jones (the “Sales Agreement”). This Prospectus Supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus, and any future amendments or supplements thereto.

We are filing this Prospectus Supplement to amend the Prior Prospectus to decrease the maximum amount of Common Shares that we are eligible to sell pursuant to the Sales Agreement. Under the Prior Prospectus, we registered up to $50,000,000 of our Common Shares for sale under the Sales Agreement. Pursuant to this Prospectus Supplement, we are decreasing the aggregate amount of Common Shares that we are offering pursuant to the Sales Agreement, such that we are offering up to $28,000,000 of our Common Shares for sale under the Sales Agreement, including the Common Shares previously sold, or $6,567,156 from and after the date hereof.

Our Common Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “HOVR”. On May 22, 2026, the last reported sale price of our Common Shares on Nasdaq was $3.14 per share.

We are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company” on page S-1 of the Original Prospectus Supplement.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” beginning on page S-5 of the Original Prospectus Supplement, page 4 of the accompany prospectus and under similar headings in the documents that are incorporated by reference into the Prior Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement or the Prior Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is May 26, 2026.

FAQ

What change did New Horizon Aircraft (HOVR) make to its ATM offering?

The company reduced its at-the-market capacity from $50,000,000 to $28,000,000. The supplement amends prior prospectus supplements and incorporates previously sold shares into the new aggregate cap.

How much capacity remains available under the amended Sales Agreement?

The prospectus supplement states $6,567,156 of Common Shares remain available for sale from and after the supplement date under the Sales Agreement with JonesTrading Institutional Services LLC.

Who is acting as sales agent for HOVR's at-the-market program?

JonesTrading Institutional Services LLC is named as the sales agent under the Capital on Demand™ Sales Agreement dated February 14, 2025, and will execute any at-the-market sales described in the prospectus materials.

Are the proceeds treatment or uses disclosed in this supplement?

Proceeds treatment is not newly specified in this supplement; the document amends the registered amount and refers readers to the Prior Prospectus for detailed use-of-proceeds and other disclosures.

What is HOVR's recent trading price referenced in the supplement?

The supplement reports the last reported sale price of HOVR Common Shares on Nasdaq as $3.14 per share on May 22, 2026, which is provided for pricing context only.