[SCHEDULE 13G] New Horizon Aircraft Ltd. Warrant SEC Filing

Rhea-AI Filing Summary

Schedule 13G highlights: Individual investor William George Brumder II has filed a passive ownership report on New Horizon Aircraft Ltd. (CUSIP 64550A107). As of 13 June 2025 he beneficially owns 2,750,000 Class A Ordinary Shares, including 461,788 shares underlying exchange-traded warrants that are exercisable at $11.50 per share and expire on 12 January 2029. Based on 31,846,935 ordinary shares outstanding, the holding represents approximately 8.6 % of the company. All voting and dispositive power is held solely by Mr. Brumder; no group status is claimed. The filing is made under Rule 13d-1(c), signalling that the stake is held for investment purposes only and not to influence control. No other persons share beneficial ownership, and no additional material transactions or contingent arrangements are disclosed.

Positive

• 8.6 % passive ownership can signal investor confidence and provide a supportive shareholder base.
• Warrants priced at $11.50 suggest the holder’s upside view aligns with long-term appreciation rather than near-term dilution.

Negative

• Exercising 461,788 warrants would introduce incremental share dilution, albeit modest relative to total shares.

Insights

Financial Analyst

TL;DR Passive 8.6 % stake declared; indicates meaningful outside ownership but no control intent.

The filing adds a new beneficial owner to the register, crossing the SEC’s 5 % threshold. While sizable, it remains below the 10 % level that would trigger insider trading restrictions. The warrants, already exercisable, could create modest dilution (<1.5 % of pro-forma shares) if exercised, but the exercise price is well above most SPAC merger issue prices, limiting near-term impact. Because the Schedule 13G states no intent to influence control, the market typically views this as neutral-to-slightly positive; large individual investors can supply capital and confidence without governance disruption. Absent information on purchase price or timing, valuation impacts are minimal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

New Horizon Aircraft Ltd.

(Name of Issuer)

Class A Ordinary Shares, no par value

(Title of Class of Securities)

64550A107

(CUSIP Number)

06/13/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 64550A107

1

Names of Reporting Persons

Brumder William George

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,750,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,750,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,750,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.6 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: New Horizon Aircraft Ltd.
(b)	Address of issuer's principal executive offices: 3187 HIGHWAY 35, LINDSAY, ONTARIO, CANADA K9V 4R1
Item 2.
(a)	Name of person filing: This statement on Schedule 13G is filed by William George Brumder II.
(b)	Address or principal business office or, if none, residence: c/o HoganTaylor LLP 1225 N. Broadway Ave., Ste. 200 Oklahoma City, OK 73103
(c)	Citizenship: United States
(d)	Title of class of securities: Class A Ordinary Shares, no par value
(e)	CUSIP No.: 64550A107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of the close of business on the date hereof, Mr. Brumder held exchange-traded warrants of the Issuer (the "Warrants") exercisable for an aggregate of 461,788 Class A Ordinary Shares, no par value (the "Ordinary Shares"). The Warrants are exercisable at a price of $11.50 per Ordinary Share and first became exercisable 30 days after the consummation of the combination between the Issuer and Pono Capital Three, Inc., which occurred on January 16, 2024, subject to certain conditions. The Warrants expire at 5:00 p.m. EDT on January 12, 2029, or earlier upon redemption or liquidation, subject to certain conditions. As of the close of business on the date hereof, Mr. Brumder may be deemed to beneficially own 2,750,000 Ordinary Shares, including 461,788 Ordinary Shares underlying the Warrants held by him.
(b)	Percent of class: The following percentage is based upon 31,846,935 Ordinary Shares outstanding, which is the sum of (i) 31,385,147 Ordinary Shares outstanding as of April 14, 2025, which is the total number of Ordinary Shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 14, 2025, and (ii) 461,788 Ordinary Shares underlying the Warrants held by Mr. Brumder. As of the close of business on the date hereof, Mr. Brumder may be deemed to beneficially own approximately 8.6% of the Ordinary Shares outstanding.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Brumder William George

Signature:	/s/ William George Brumder II
Name/Title:	William George Brumder II
Date:	07/02/2025

FAQ

How many New Horizon Aircraft (HOVRW) shares does William George Brumder own?

He beneficially owns 2,750,000 Class A Ordinary Shares, including warrant shares.

What percentage of New Horizon Aircraft does this stake represent?

The holding equals approximately 8.6 % of outstanding shares.

What securities form part of the holding?

The position includes 2,288,212 common shares and 461,788 warrants exercisable into shares.

At what price can the warrants be exercised?

The warrants are exercisable at $11.50 per share.

When do the warrants held by Mr. Brumder expire?

They expire at 5:00 p.m. EDT on 12 January 2029, unless earlier redeemed or liquidated.

Does the filing indicate an intent to control New Horizon Aircraft?

No. The Schedule 13G is filed under Rule 13d-1(c), indicating passive investment intentions.