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

Rhea-AI Filing Summary

Brian Frederick Merker, Chief Financial Officer of New Horizon Aircraft Ltd. (ticker shown as HOVR), reported the grant of 257,143 performance share units on 08/27/2025. Each unit represents a contingent right to receive 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 effective zero price and, if earned, would convert into 257,143 Class A ordinary shares exercisable on 12/15/2028. The filing is a Form 4 disclosure of a non-cash, performance-based equity award to an officer, showing direct beneficial ownership following the transaction.

Positive

• Performance alignment: Award vests only if company reaches a market capitalization of $100,000,000, aligning executive pay with shareholder value.
• Sizeable award: Grant of 257,143 performance share units creates meaningful upside for the CFO if targets are met.
• Transparent disclosure: Form 4 properly reports the grant and indicates direct beneficial ownership following the transaction.

Negative

• Contingent vesting: Units vest only on achieving a $100,000,000 market capitalization, which may not be attained and therefore may have no guaranteed retention effect.
• Potential dilution: If converted, the issuance of 257,143 Class A shares would increase the outstanding share count (extent depends on current shares outstanding, not provided).
• Binary metric: Vesting tied solely to a single market-cap threshold could concentrate risk/reward and omit multi-metric performance measures.

Insights

Financial Analyst

TL;DR: Officer received a sizable performance-based award that vests only if market cap reaches $100M, creating potential future dilution.

The grant of 257,143 performance share units to the CFO ties compensation to a clear market-capitalization milestone of $100,000,000, aligning executive incentives with equity value creation. The units are priced at $0 and convert one-for-one into Class A ordinary shares, so if the milestone is met the company would issue 257,143 shares, which could modestly increase share count depending on current outstanding shares. The award’s vesting condition and multi-year horizon (with an express conversion reference date of 12/15/2028) indicate a long-term retention and performance focus rather than immediate cash compensation.

Corporate Governance Expert

TL;DR: Compensation is performance-contingent and directly disclosed; vesting tied to a single market-cap target may concentrate risk/reward.

The disclosure is straightforward: a performance share unit award granted to the CFO vests only upon attainment of a $100 million market capitalization. This structure is transparent and aligns with shareholder-value goals, but relying on a single market-cap threshold can be binary in outcome. The Form 4 shows direct beneficial ownership post-grant, fulfilling Section 16 reporting. No additional governance details or other awards are disclosed 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

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^*

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)
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		257,143		(1)	12/15/2028	Class A Ordinary Shares without par value	257,143	$0	257,143	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/ Brian Frederick Merker	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 New Horizon Aircraft CFO Brian Merker report on Form 4 (HOVRW)?

The CFO was granted 257,143 performance share units on 08/27/2025, each convertible into one Class A ordinary share if the company reaches a $100,000,000 market capitalization.

When do the performance share units vest and convert to shares?

The units vest in full upon achievement of the $100,000,000 market-cap milestone; the filing references 12/15/2028 in connection with the units and underlying shares.

How many Class A ordinary shares will be issued if the award vests?

If the performance condition is met, 257,143 Class A ordinary shares would be issuable, one share per performance share unit.

What price was reported for the derivative award on the Form 4?

The filing shows a $0 price for the performance share units, indicating they are a contingent, no-upfront-cost equity award.

Does the Form 4 show direct or indirect ownership after the grant?

The filing reports the ownership form as Direct (D) following the reported transaction.