[Form 4] New Horizon Aircraft Ltd. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Jason Michael O'Neill, Chief Operating Officer and Director of New Horizon Aircraft Ltd. (ticker: HOVR), reported receiving 217,143 performance share units on 08/27/2025. Each unit represents a contingent right to one Class A ordinary share and vests in full only if the company achieves a market capitalization of $100,000,000. The units have an indicated settlement date of 12/15/2028 and a $0 price, meaning they are granted as performance-based equity rather than a cash purchase. The Form 4 was signed by Mr. O'Neill on 08/29/2025 and reports direct beneficial ownership of 217,143 underlying Class A shares if the performance condition is met.

Insights

Financial Analyst

TL;DR: Executive was granted performance-based equity that ties upside to a $100M market-cap milestone, aligning pay with stock performance.

The award of 217,143 performance share units represents a conditional, equity-based compensation grant designed to align the COO's incentives with shareholder value creation. The vesting condition—full vesting upon achieving a $100,000,000 market capitalization—places clear performance risk on the recipient and delays potential dilution until a material valuation threshold is met. The units are granted at $0 price and convert to Class A ordinary shares, with an indicated settlement date of 12/15/2028, signaling a multi-year time horizon for realization. For investors, this is an operational governance signal rather than an immediate cash or dilution event.

Corporate Governance Expert

TL;DR: Grant is a standard performance-based incentive tying executive reward to market-cap growth, with clear milestone-based vesting.

This Form 4 discloses a conditional grant of performance share units to a named executive officer and director. The structure—contingent conversion to one Class A ordinary share per unit upon reaching a $100M market capitalization—conveys shareholder-aligned compensation design and a long-term performance horizon through the 12/15/2028 settlement reference. The direct beneficial ownership reported indicates these are not currently vested shares. From a governance standpoint, the disclosure is straightforward and meets reporting requirements; materiality depends on company size and outstanding share count, which are not provided in this filing.

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

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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^*

O'Neill Jason Michael

(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 Operating 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		217,143		(1)	12/15/2028	Class A Ordinary Shares without par value	217,143	$0	217,143	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/ Jason Michael O'Neill	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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