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

Rhea-AI Filing Summary

New Horizon Aircraft Ltd. (HOVR) – Form 4 insider activity

CEO and Director Eric Brandon Robinson reported the conversion of 100,000 Performance Stock Units (PSUs) into Class A ordinary shares on 11 June 2025 (transaction code “M”). The PSUs vested after the company achieved a 100% total-shareholder-return hurdle that compared the share price on the award date (3 Feb 2025) with the current price.

Post-transaction holdings

• Direct ownership: 206,342 Class A shares
• Indirect ownership: 2,067,510 Class A shares held by Robinson Family Ventures Inc., for which Robinson disclaims beneficial ownership beyond his pecuniary interest.

No derivative securities remain from this award. The filing records no open-market purchases or sales and no cash consideration was paid, implying no immediate cash outflow by the insider and minor share count dilution to existing holders.

Positive

• Performance-based vesting indicates compensation is linked to shareholder returns.
• No insider sales; the CEO’s stake rises, which can be seen as alignment with investors.

Negative

• Share dilution from the issuance of 100,000 new shares, albeit minor.

Insights

Financial Analyst

TL;DR: Insider converted 100k PSUs; modest dilution, signals alignment.

The CEO’s PSU vesting adds 100 k shares to the float, an increase that is immaterial unless HOVR’s free-float is very small. Because the shares stem from a performance grant tied to a 100% TSR hurdle, the award arguably aligns management pay with shareholder returns rather than indicating opportunistic buying or selling. No cash was exchanged, so liquidity and capital structure remain unchanged.

Corporate Governance Specialist

TL;DR: Standard Rule 16 filing; no red flags.

The filing follows Section 16 requirements and discloses both direct and indirect holdings, with an explicit disclaimer on indirect ownership—typical best practice. The use of PSUs with rigorous TSR criteria suggests a performance-based compensation philosophy. There are no sales, so market-signal interpretation is neutral. Impact on governance risk is negligible.

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
Estimated average burden
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^*

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)
06/11/2025

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	06/11/2025		M		100,000	A	$0(1)	206,342	D
Class A Ordinary Shares without par value								2,067,510	I	Held by Robinson Family Ventures Inc.(2)

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 Stock Units	(1)	06/11/2025		M			100,000	(1)	12/15/2028	Class A ordinary shares without par value	100,000	$0	0	D

Explanation of Responses:

1. Each performance stock unit represented a contingent right to receive one Class A ordinary share, without par value (each, a "Class A Ordinary Share"). The performance stock units vested in full on the date the Company achieved 100% Total Shareholder Return, defined as the percentage change in the value of the Class A Ordinary Shares over a specified period, calculated as the quotient of (i) the difference between the current share price and the share price on February 3, 2025 (the "Award Date"), divided by (ii) the share price on the Award Date.

2. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

	/s/ Eric Brandon Robinson	07/10/2025
	** 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

How many shares did HOVR CEO Eric Robinson acquire?

He acquired 100,000 Class A ordinary shares by converting performance stock units.

Did the CEO of HOVR sell any shares in this Form 4?

No. The filing reports only an acquisition; there were no sales disclosed.

What is Eric Robinson’s total direct ownership after the transaction?

He now directly owns 206,342 Class A shares.

How many shares does Robinson hold indirectly through Robinson Family Ventures Inc.?

The Form 4 lists 2,067,510 shares held indirectly.

What triggered the vesting of the 100,000 PSUs?

The PSUs vested when HOVR reached 100% total shareholder return relative to the 3 Feb 2025 award price.

Was any cash consideration paid for the newly issued shares?

No. The conversion price was $0, typical for performance stock units.