New Horizon Aircraft Ltd. Warrant SEC Filing (Jul 2, 2025)

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

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