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

Rhea-AI Filing Summary

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

Chief Operating Officer and Director Jason Michael O’Neill received 42,974 Class A ordinary shares on 30 June 2025. The shares were issued under a previously granted 2024 short-term incentive plan (STIP) award that the Board valued at the 3 Feb 2025 closing price of $0.61 per share. No cash changed hands at issuance (coded “A” for acquisition, price $0 in the table), effectively converting the cash bonus into equity. Following the award, O’Neill’s direct ownership rose to 309,598 Class A shares.

Because the transaction is an equity-settled bonus rather than an open-market purchase, it signals alignment of management and shareholder interests but does not inject fresh capital into the company. The position size—worth roughly $26 k at the reference price—appears modest; material impact on float or control is likely limited.

Positive

• Increased insider ownership: COO now holds 309,598 shares, demonstrating continued commitment to the company.
• Equity-based compensation: Converting cash bonus to shares conserves cash and aligns management incentives with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR – Insider received equity bonus; aligns incentives, limited monetary impact.

O’Neill’s 42.9 k-share award raises his stake to ~309.6 k shares, reflecting 2024 performance compensation settled in stock. While insider acquisitions are generally viewed positively, this was not an open-market purchase and therefore carries less signaling power regarding valuation. The award’s ~$26 k notional value is unlikely to alter share supply-demand dynamics or governance control. Net effect: modestly positive for alignment, neutral for near-term valuation.

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^*

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)
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)	309,598	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/ Jason Michael O'Neill	07/01/2025
	** 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 HOVR shares did COO Jason O’Neill acquire on 30 June 2025?

42,974 Class A ordinary shares were issued to him.

What is Jason O’Neill’s total beneficial ownership after the transaction?

He now directly owns 309,598 Class A shares of HOVR.

Was cash paid for the shares disclosed in this Form 4?

No. The shares were issued at $0 as settlement of an equity bonus valued at $0.61 per share.

Why were the shares issued instead of cash?

They represent the equity settlement of a short-term incentive plan (STIP) bonus awarded for 2024 performance.

Does this insider filing indicate fresh capital for New Horizon Aircraft?

No. It is an equity bonus; the company did not receive additional cash.