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

Rhea-AI Filing Summary

Form 8-K – Item 4.01: Change in Certifying Accountant

On July 2, 2025 the Board of Directors of Alset Inc. (NASDAQ: AEI) dismissed Grassi & Co., CPAs, P.C. as the company’s independent registered public accounting firm and engaged HTL International, LLC for the fiscal year ending December 31, 2025. The Audit Committee recommended both the dismissal and the new engagement, and the full Board approved the actions.

Key disclosures

• Grassi’s reports on the company’s 2024 and 2023 financial statements were unqualified; there were no adverse or disclaimer opinions.
• No disagreements with Grassi occurred on accounting principles, financial statement disclosures, or audit scope during the covered periods.
• No reportable events (as defined under Item 304(a)(1)(v) of Regulation S-K) were identified.
• Alset has requested that Grassi provide a letter to the SEC confirming its agreement with these statements; the letter is filed as Exhibit 16.1.
• The company states it has not consulted with HTL on any accounting matters or issues described in Item 304(a)(2) prior to engagement.

Investor takeaways

• The transition appears routine, with no cited disputes or audit qualifications, suggesting limited immediate financial impact.
• Nevertheless, auditor turnover can draw additional investor and regulatory scrutiny until the new firm establishes its audit history with Alset.

Positive

• Unqualified prior audit opinions indicate historical financial statements were free of material misstatements.
• No disagreements or reportable events reduce litigation or restatement risk linked to the auditor change.

Negative

• Auditor turnover can signal potential governance or reporting challenges, meriting closer investor scrutiny.

Insights

Financial Analyst

TL;DR: Neutral auditor change; clean prior opinions; limited direct earnings impact.

From a valuation perspective, Alset’s switch to HTL is unlikely to alter near-term cash flows or capital structure. The absence of disagreements or reportable events reduces the risk typically associated with auditor turnover. Investors should monitor the 2025 Form 10-K audit for continuity and any shifts in accounting estimates under the new firm.

Corporate Governance Expert

TL;DR: Governance-neutral, but auditor rotation warrants monitoring for oversight effectiveness.

The Board followed recommended governance practice by having the Audit Committee initiate and the full Board ratify the change. Filing Grassi’s concurrence letter as Exhibit 16.1 demonstrates transparency. While no disputes are reported, stakeholders should watch for any restatements or control findings in future filings as HTL conducts initial audit procedures.

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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hours per response:			0.5

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^*

Merker Brian Frederick

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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
Class A Ordinary Shares without par value	06/30/2025		A		42,974(1)	A	$0(1)	75,325	D

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

Explanation of Responses:

1. The reporting person was granted a short-term incentive cash bonus ("STIP") by the Issuer's board of directors (the "Board") on February 3, 2025 in recognition of the reporting person's performance in his service to the Issuer during 2024, to be paid in the form of equity at a future date. On June 30, 2025, the Board approved the issuance of the Class A ordinary shares issuable pursuant to the STIP at a deemed price per share of $0.61, which was the closing price of the Class A ordinary shares on the date of the grant of the STIP.

	/s/ Brian Frederick Merker	07/02/2025
	** 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

Why did Alset Inc. (AEI) file an 8-K on July 2, 2025?

The company disclosed the dismissal of Grassi & Co. and the engagement of HTL International as its new independent auditor.

Were there any disagreements between Alset and Grassi & Co.?

No. The filing states there were no disagreements on accounting principles, disclosures, audit scope, or procedures.

Did Grassi issue qualified opinions on Alset’s 2024 or 2023 financial statements?

No. Both audit reports were unqualified and contained no adverse or disclaimer opinions.

What exhibit accompanies the auditor change disclosure?

Exhibit 16.1 – a letter from Grassi & Co. addressed to the SEC confirming agreement with the company’s statements.

Who approved the engagement of HTL International, LLC?

The Audit Committee recommended and the Board of Directors approved HTL’s engagement for the 2025 fiscal year audit.