New Horizon (HOVR) CEO Receives 400K PSUs; Vesting at $100M Market Cap

Rhea-AI Filing Summary

Eric Brandon Robinson, Chief Executive Officer and Director of New Horizon Aircraft Ltd. (HOVR), received a grant of 400,000 performance share units on 08/27/2025. Each unit entitles him to one Class A ordinary share if the company achieves a market capitalization of $100,000,000. The units are recorded as derivative securities with a $0 exercise price and vest in full upon meeting the market-capitalization condition; they are listed as direct beneficial ownership of 400,000 underlying shares. The Form 4 was signed by Mr. Robinson on 08/29/2025.

Positive

• 400,000 performance share units granted to the CEO/director, aligning executive compensation with company market-capitalization performance
• Clear vesting condition tied to a specific market capitalization target of $100,000,000, making the award performance-contingent

Negative

• None.

Insights

Compensation Analyst

TL;DR: CEO received performance-based equity tied to a $100M market-cap milestone, aligning pay with shareholder value creation.

This award is a performance-share unit grant that vests only if the company reaches a specified market-capitalization threshold of $100,000,000, which makes the grant contingent and performance-linked rather than time-based. The award covers 400,000 Class A ordinary shares at a $0 exercise price and is reported as direct beneficial ownership. For investors, the structure signals management alignment with market valuation targets while diluting existing shareholders if fully settled in shares. The filing contains no other compensation terms such as accelerated vesting, clawbacks, or cash settlement provisions.

Securities Compliance Expert

TL;DR: Form 4 properly discloses a contingent derivative grant by the CEO; reporting appears complete for the described transaction.

The Form 4 identifies the reporting person, roles (Director and CEO), transaction date (08/27/2025), the derivative instrument (performance share units), amount (400,000), and vesting condition (market capitalization target). The instrument is shown with $0 price and direct ownership. The signature block is dated 08/29/2025. The filing does not include additional explanatory terms such as settlement timing after vesting or treatment upon termination, so those specifics are not disclosed here.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Robinson Eric Brandon

(Last) (First) (Middle)

C/O NEW HORIZON AIRCRAFT, LTD.

3187 HIGHWAY 35

(Street)

LINDSAY A6 K9V 4R1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
New Horizon Aircraft Ltd. [ HOVR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(1)	08/27/2025		A		400,000		(1)	12/15/2028	Class A Ordinary Shares without par value	400,000	$0	400,000	D

Explanation of Responses:

1. Each performance share unit represents a contingent right to receive one Class A ordinary share, without par value, of New Horizon Aircraft Ltd. (the "Company"). The performance share units vest in full on the date the Company achieves a market capitalization of $100,000,000.

	/s/ Eric Brandon Robinson	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Eric Brandon Robinson report on Form 4 for New Horizon Aircraft Ltd. (HOVR)?

He reported a grant of 400,000 performance share units on 08/27/2025, each convertible into one Class A ordinary share upon meeting the market-capitalization condition.

What is the vesting condition for the performance share units reported in the Form 4?

The units vest in full only when the company achieves a $100,000,000 market capitalization.

How many underlying shares does the Form 4 show after the transaction?

The Form 4 shows 400,000 Class A ordinary shares underlying the performance share units as directly beneficially owned following the transaction.

What price and security type are disclosed for the derivative award?

The derivative security is performance share units convertible to Class A ordinary shares with an indicated $0 price.

When was the Form 4 signed by the reporting person?

The Form 4 is signed by Eric Brandon Robinson on 08/29/2025.