[8-K] New Horizon Aircraft Ltd. Warrant Reports Material Event

Rhea-AI Filing Summary

New Horizon Aircraft (Nasdaq: HOVRW) filed an 8-K stating that on June 26 2025 Nasdaq confirmed the company has regained compliance with the $1.00 minimum bid-price requirement under Listing Rule 5550(a)(2). The prior deficiency has been cured and the matter is now closed, allowing the shares and warrants to remain on the Nasdaq Capital Market.

The notice is disclosed under Item 7.01 (Regulation FD); no financial statements or other material changes were reported. A press release detailing the notice is furnished as Exhibit 99.1.

Positive

• Nasdaq confirmed regained compliance with the $1.00 minimum bid-price rule, removing imminent delisting risk and maintaining liquidity on the Nasdaq Capital Market.

Negative

• None.

Insights

Listing Compliance Analyst

TL;DR: Bid-price compliance restored, delisting threat lifted.

Closing the Nasdaq deficiency removes a near-term existential risk and preserves access to public equity markets. While purely regulatory, this development is materially positive because loss of listing would have restricted liquidity, investor access and potential financing avenues. No additional conditions or fees were imposed, indicating Nasdaq’s acceptance of the company’s remediation strategy. Investors should monitor the share price to ensure the $1.00 threshold is maintained for at least ten consecutive business days, as required, but today’s notice confirms that milestone was achieved.

Risk Analyst

TL;DR: Compliance back, but price volatility risk persists.

The filing eliminates immediate delisting danger; however, the company’s securities previously breached the threshold, indicating underlying market-valuation fragility. Should negative sentiment return, another deficiency notice could arise. No operational or financial data accompanied the announcement, so fundamental risk assessment remains unchanged. Overall impact is modestly favorable yet does not address core business execution risks.

false 0001930021 A1 0001930021 2025-06-26 2025-06-26 0001930021 HOVR:ClassOrdinaryShareNoParValueMember 2025-06-26 2025-06-26 0001930021 HOVR:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2025-06-26 2025-06-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): June 26, 2025

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 June 26, 2025, New Horizon Aircraft Ltd. (the “Company”) issued a press release announcing that the Company has received notice from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with the minimum bid requirement under Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market and that the matter is now closed. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and in Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and 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 June 26, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: June 27, 2025	By:	/s/ E. Brandon Robinson
	Name:	E. Brandon Robinson
	Title:	Chief Executive Officer

2

FAQ

Why did [[**HOVRW**]] file an 8-K on June 26 2025?

To disclose Nasdaq’s notice that the company has regained compliance with the $1.00 minimum bid-price requirement, closing the prior deficiency.

What specific rule did [[**HOVRW**]] satisfy to regain compliance?

Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 for continued listing on the Nasdaq Capital Market.

Does the Nasdaq notice remove all delisting risk for [[**HOVRW**]]?

Yes, the immediate deficiency is closed, but future bid-price drops below $1.00 for 30 consecutive days could trigger a new notice.

Was any financial information included in [[**HOVRW**]]’s 8-K?

No. The report is limited to the compliance notice; no financial statements or operating metrics were filed.

What exhibit accompanied [[**HOVRW**]]’s compliance announcement?

Exhibit 99.1, the press release dated June 26 2025 detailing the Nasdaq notice.

How does regained compliance affect [[**HOVRW**]]’s Nasdaq Capital Market status?

The company retains its listing, ensuring continued trading of its Class A shares and warrants on Nasdaq without restriction.