STOCK TITAN

New Horizon Aircraft (NASDAQ: HOVR) closes $20M direct offering

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

New Horizon Aircraft Ltd. closed a registered direct offering of 9,254,889 Class A Ordinary Shares, generating gross proceeds of approximately $20 million.

The company plans to use the net proceeds to fund and accelerate development and buildout of its Cavorite X7 hybrid-electric VTOL aircraft program, and for working capital and general corporate purposes. The transaction was conducted under an effective Form S-3 shelf registration, with Titan Partners acting as sole placement agent.

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Insights

Horizon raises $20M in equity to fund Cavorite X7 development.

New Horizon Aircraft completed a registered direct offering of 9,254,889 Class A Ordinary Shares for gross proceeds of about $20 million. The deal was executed with institutional investors under an already effective Form S-3 shelf registration.

The company states it will apply net proceeds to the Cavorite X7 hybrid-electric VTOL aircraft program plus working capital and general purposes. For a development-stage aerospace business, additional equity supports ongoing certification and testing efforts but also increases the share count relative to prior levels.

Titan Partners acted as sole placement agent, indicating a single-bookrunner structure. Future filings and program updates will show how efficiently the new capital translates into progress on testing, certification, and eventual production of the Cavorite X7 aircraft.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Gross proceeds $20 million Registered direct offering of Class A Ordinary Shares
Shares issued 9,254,889 Class A Ordinary Shares Aggregate amount sold in registered direct offering
Warrant exercise price $11.50 per share Exercise price of listed warrants (HOVRW)
Shelf registration Form S-3 File No. 333-285000 Shelf registration statement used for the offering
Offering announcement date May 11, 2026 Date press release announced closing of offering
registered direct offering financial
"announcing the closing of its previously announced registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
shelf registration statement regulatory
"pursuant to a shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Form S-3 regulatory
"shelf registration statement on Form S-3 (File No. 333-285000)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
prospectus supplement regulatory
"by means of a prospectus, including a prospectus supplement, forming a part"
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.
forward-looking statements regulatory
"This press release contains certain “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
hybrid-electric VTOL aircraft technical
"developing one of the first hybrid-electric Vertical Takeoff and Landing (VTOL) aircraft"
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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 11, 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 11, 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.

 

1

 

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 11, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

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 11, 2026 By: /s/ E. Brandon Robinson
  Name: E. Brandon Robinson
  Title: Chief Executive Officer

 

3

 

Exhibit 99.1 

 

New Horizon Aircraft Ltd. Announces Closing of $20 Million Offering

of Common Shares

 

Toronto, Canada, May 11, 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 certain institutional investors for the purchase and sale of an aggregate of 9,254,889 Class A Ordinary Shares (“Common Shares”). The gross proceeds to the Company were approximately $20 million, before deducting offering expenses. The Company 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.

 

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.

 

FAQ

What did New Horizon Aircraft (HOVR) announce in this 8-K?

New Horizon Aircraft announced the closing of a previously announced registered direct offering. The company sold 9,254,889 Class A Ordinary Shares, raising approximately $20 million in gross proceeds from institutional investors under its effective Form S-3 shelf registration.

How much capital did New Horizon Aircraft (HOVR) raise in the offering?

New Horizon Aircraft raised gross proceeds of approximately $20 million. This capital came from the sale of 9,254,889 Class A Ordinary Shares to certain institutional investors in a registered direct offering conducted under the company’s effective Form S-3 shelf registration statement.

How many New Horizon Aircraft (HOVR) shares were issued in the deal?

The company issued an aggregate of 9,254,889 Class A Ordinary Shares. These shares were sold to institutional investors in a registered direct offering pursuant to a definitive agreement, providing roughly $20 million in gross proceeds to New Horizon Aircraft before offering expenses.

What will New Horizon Aircraft (HOVR) use the offering proceeds for?

New Horizon Aircraft intends to use the net proceeds to fund and accelerate development and buildout of its Cavorite X7 aircraft program. Remaining funds are earmarked for working capital and general corporate purposes, supporting ongoing operations and development efforts.

Under which registration statement was the New Horizon Aircraft (HOVR) offering made?

The offering was made pursuant to a shelf registration statement on Form S-3, File No. 333-285000. This registration was initially filed on February 14, 2025, and declared effective by the SEC on March 25, 2025, enabling the registered direct offering.

Who acted as placement agent for New Horizon Aircraft’s (HOVR) offering?

Titan Partners, a division of American Capital Partners, acted as the sole placement agent. Titan Partners managed the execution of the registered direct offering of 9,254,889 Class A Ordinary Shares that generated approximately $20 million in gross proceeds for New Horizon Aircraft.

Filing Exhibits & Attachments

5 documents