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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.
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) |
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 |
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.