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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 27, 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 7.01. Regulation FD Disclosure.
On May 27, 2026, New Horizon
Aircraft Ltd. (the “Company”) issued a press release announcing the closing of its previously announced registered direct
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 |
| 99.1 |
|
Press Release, dated May 27, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 Closing
of $25 Million Offering
of Common Shares
Toronto, Canada, May 27, 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 closing of its
previously announced registered direct offering pursuant to a definitive agreement with the same institutional investors from its
May 8, 2026 offering for the purchase and sale of an aggregate of 9,960,160 Class A Ordinary Shares (“Common Shares”)
(or Common Share equivalents). The gross proceeds to the Company were approximately $25 million, before deducting offering expenses.
The Company 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.
Titan Partners, a division of American Capital
Partners, acted as the sole placement agent for the offering.
The offering was 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) were 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 were filed with
the SEC and are 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 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.
