HOVRW New Horizon Aircraft Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 1, 2024

 

NEW HORIZON AIRCRAFT LTD.

(Exact name of registrant as specified in its charter)

 

British Columbia		001-41607		98-1786743
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3187 Highway 35, Lindsay, Ontario, K9V 4R1

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (613) 866-1935

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Ordinary Share, no par value		HOVR		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share		HOVRW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On November 1, 2024 (the “Effective Date”), New Horizon Aircraft Ltd., a British Columbia company (the “Company”) entered into a mutual termination agreement (the “Termination Agreement”) with (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”), which terminated the previously disclosed OTC Equity Prepaid Forward Transaction, dated as of August 15, 2023 (as amended by that certain Forward Purchase Agreement Confirmation Amendment, dated February 14, 2024, the “Forward Purchase Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.

 

As of the Effective Date, the Forward Purchase Agreement is terminated and is of no further force or effect, other than the section entitled “Other Provisions – (i) Securities Contract; Swap Agreement” and the section entitled “Other Provisions – (d) Indemnification” of the Forward Purchase Agreement, which will remain in full force and effect. The execution of the Termination Agreement constitutes full satisfaction of all obligations owed by the Company or the Seller to the other under the Forward Purchase Agreement.

 

As consideration for entering into the Agreement, on the Effective Date, the Company will pay Seller a termination fee of $200,000 in cash. In addition, the Company agreed that should the Company file a resale registration statement in connection with a future equity share offering with the U.S. Securities and Exchange Commission within twenty-four (24) months following the Effective Date, the Company shall prior to filing such resale registration statement, issue to Seller 200,000 Class A ordinary shares, no par value per share (the “Class A Ordinary Shares”) with such shares to be registered for resale on such resale registration statement, and the Company shall cause all restrictive legends to be removed from such shares promptly upon such registration.

 

The foregoing description of the Termination Agreement is subject to and qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is included as Exhibit 10.1 hereto, the terms of which are incorporated herein by reference.

 

Item 3.02. Unregistered Sale of Equity Securities.

 

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Class A Ordinary Shares that may be issued in connection with the Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

 

Item 7.01 Regulation FD Disclosure

 

On November 7, 2024, the Company issued a press release announcing the Termination Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Mutual Termination Agreement, dated November 1, 2024, by and between the Company and Seller
99.1		Press Release dated as of November 7, 2024
104		Cover Page Interactive Data File (formatted in Inline XBRL).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	NEW HORIZON AIRCRAFT LTD.
Date: November 7, 2024	By:	/s/ E. Brandon Robinson
	Name:	E. Brandon Robinson
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 10.1

 

MUTUAL TERMINATION AGREEMENT

 

THIS MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of November 1, 2024 (the “Effective Date”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”), and (iv) New Horizon Aircraft Ltd. d/b/a Horizon Aircraft, a British Columbia company formerly known as Pono Capital Three, Inc._; a Cayman Islands exempted company (the “Company”). Each of the Company and Seller is referred to individually herein as a “Party” and collectively as the “Parties”.

 

WHEREAS, the Company and Seller previously entered into that certain OTC Equity Prepaid Forward Transaction, dated as of August 15, 2023 (as amended by that certain Forward Purchase Agreement Confirmation Amendment, dated February 14, 2024, by and between the Company and Seller, the “Confirmation”).

 

NOW, THEREFORE, in consideration of these premises and the mutual agreements and covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

1.

Termination of the Confirmation. The Parties hereby agree that the Confirmation shall terminate and be of no further force or effect as of the Effective Date, other than the section entitled “Other Provisions — (i) Securities Contract; Swap Agreement” and the section entitled “Other Provisions — (d) Indemnification” of the Confirmation, which will remain in full force and effect, upon the execution by the Company and Seller of this Agreement, the execution of which shall constitute full satisfaction of all obligations owed by the Company or Seller to the other under the Confirmation, and the Parties further agree that except as set forth in Section 2, Section 4 and Section 5 herein, each Party, on behalf of itself and its agents, hereby releases, waives, and forever discharges the other Party and such other Party’s agents of and from any and all obligations or liability arising under the Confirmation; provided, that the Parties hereby acknowledge and agree that, immediately prior to the effectiveness of the termination of the Confirmation:

 

a)

the Number of Shares, equal to 1,180,794, shall be deemed free and clear of all obligations with respect to the Seller (including, but not limited to, Settlement and Optional Early Terminations) and subtracted from the Number of Shares, such that the Number of Shares shall be equal to zero;

 

b)

the Prepayment Shortfall shall be deemed repaid in full to Seller and no future Shortfall Sales shall be made; and

 

c)

a Valuation Date will be deemed to have occurred, provided, that the Settlement Amount Adjustment owed to Seller in connection therewith shall be deemed satisfied in full.

 

For purposes of this Section 1, capitalized terms used and not otherwise defined shall have the meaning set forth in the Confirmation.

 

2.

Further Assurances. The Parties hereby agree to execute and deliver, and to cause their respective representatives and affiliates to execute and deliver, from time to time, such additional documents, conveyances or other assurances reasonably necessary to carry out the intent of this Agreement.

 

 

3.

Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic mail, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient, if sent on a Business Day prior to 5:00 p.m. New York City time, or on the Business Day following the date of transmission, if sent on a day that is not a Business Day or after 5:00 p.m. New York City time on a Business Day, (iii) one Business Day after being sent to the recipient via overnight mail by reputable overnight courier service (charges prepaid) or (iv) four Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 3. A courtesy electronic copy of any notice sent by methods (i), (iii) or (iv) above shall also be sent to the recipient via electronic mail if an electronic mail address is provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 3. For purposes of this Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

 

4.

Indemnification. The indemnification provisions set forth in the section entitled “Other Provisions — (d) Indemnification” of the Confirmation shall apply to this Agreement and are incorporated by reference herein.

 

5.

Termination Consideration. On the Effective Date, the Company shall pay Seller $200,000 in cash to an account(s) designated by Seller. In addition, should the Company file a resale registration statement in connection with a future equity share offering with the Securities and Exchange Commission within twenty-four (24) months following the Effective Date, the Company shall prior to filing such resale registration statement issue to Seller 200,000 Class A Ordinary Shares, with such shares to be registered for resale on such resale registration statement, and the Company shall cause all restrictive legends to be removed from such shares promptly upon such registration.

 

6.

Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of New York (without giving effect to the conflict of laws provisions thereof that would result in the application of the laws of another jurisdiction).

 

7.

Representations and Warranties. Each Party hereby represents and warrants to each other Party that such Party (i) has full right, power and authority to enter into and perform its obligations under this Agreement, (ii) has duly authorized the execution, delivery and performance of this Agreement, and (iii) this Agreement has been duly executed and delivered by such Party and, assuming the due execution and delivery of this Agreement by each of the other Parties, this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

 

8.

Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof. No integration provision of any other agreement to which Seller and the Company are a party shall be deemed to affect the rights or obligations of the Parties hereunder.

 

9.

Severability. Each provision of this Agreement will be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality will not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

 

10.

Amendments. This Agreement may not be modified or amended or the rights of any party hereunder waived unless such modification, amendment or waiver is effected by a written instrument expressly modifying, amending or waiving this Agreement or the rights of a party hereunder, which instrument is executed by all the parties hereto.

 

11.

Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement

 

[Remainder of page intentionally left blank. Signature page follows.]

 

 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written.

 

	METEORA STRATEGIC CAPITAL, LLC;
	METEORA SELECT TRADING
	OPPORTUNITIES MASTER, LP; AND METEORA CAPITAL PARTNERS, LP
	By:	/s/ Vik Mittal
		Name:	Vik Mittal
		Title:	Managing Member
	Address: 1200 N. Federal Hwy. Ste 200
	Boca Raton, FL 33432
	Email: Notices@MeteoraCapital.com
	NEW HORIZON AIRCRAFT LTD.
	D/B/A HORIZON AIRCRAFT
	By:	/s/ E. Brandon Robinson
		Name:	E. Brandon Robinson
		Title:	Chief Executive Officer
	Address: 3187 Highway 35
	Lindsay, Ontario K9V 4R1
	Email: Brandon@HorizonAircraft.com

 

[Signature Page to Mutual Termination Agreement]

 

 

3

 

Exhibit 99.1

 

 

Horizon Aircraft Simplifies Capital Structure with Mutual Termination of Forward Purchase Agreement with Meteora Capital

 

~ Expects to Record a Gain of ~$20-25 Million in its Second Quarter from the Termination of the FPA ~

 

~ The Removal of the Financing Structure Further Eliminates SPAC Overhang ~

 

Toronto, Canada, November 7, 2024 (GLOBE NEWSWIRE) – New Horizon Aircraft Ltd. (NASDAQ: HOVR), doing business as Horizon Aircraft (“Horizon Aircraft” or the “Company”), a leading hybrid electric Vertical TakeOff and Landing (“eVTOL”) aircraft developer, announced today the signing of a mutual termination agreement (the “Termination Agreement”) with Meteora Capital Partners, LP (“Meteora”) of the previous forward purchase agreement (“Forward Purchase Agreement” or “FPA”), entered into in August of 2023, ahead of the SPAC merger completion.

 

Under the Termination Agreement, all obligations owed by the Company or Meteora to the other under the Forward Purchase Agreement are fully satisfied. As part of the termination agreement, the Company will pay a termination fee of $200,000 to Meteora and agreed to issue to Meteora 200,000 shares of common stock if the Company files a resale registration statement within 24 months. In connection with the conclusion of this agreement, the Company expects to record a gain from the FPA termination of between an estimated $20-$25 million in its second quarter ending November 30, 2024.

 

About Horizon Aircraft

 

Horizon Aircraft (NASDAQ: HOVR) is an advanced aerospace engineering company that is developing one of the world’s first hybrid eVTOL that is to be able to fly most of its mission exactly like a normal aircraft while offering industry-leading speed, range, and operational utility. Horizon’s unique designs put the mission first and prioritize safety, performance, and utility. Horizon hopes to successfully complete testing and certification of its Cavorite X7 eVTOL quickly and then enter the market and service a broad spectrum of early use cases. Visit www.horizonaircraft.com for more information.

 

 

 

Forward-Looking Statements

 

The information in this press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) changes in the markets in which Horizon competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (ii) the risk that Horizon will need to raise additional capital to execute its business plans, which may not be available on acceptable terms or at all; (iii) the ability of the parties to recognize the benefits of the business combination agreement and the business combination; (iv) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (v) statements regarding Horizon’s industry and market size; (vi) financial condition and performance of Horizon, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the business combination, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of Horizon; (vii) Horizon’s ability to develop, certify, and manufacture an aircraft that meets its performance expectations; (viii) successful completion of testing and certification of Horizon’s Cavorite X7 eVTOL; (ix) the targeted future production of Horizon’s Cavorite X7 aircraft; and (x) those factors discussed in our filings with the SEC. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the Proxy Statement and other documents to be filed by New Horizon from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward- looking statements, and while Horizon may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. Horizon does not give any assurance that Horizon will achieve its expectations.

 

Contacts

Horizon Aircraft Inquiries (PR):
Phil Anderson
Phone: +44 (0)7767 491 519
Phil@perceptiona.com

 

Investor Contacts:

Shannon Devine and Rory Rumore

MZ Group

Phone: (203) 741-8841

HorizonAircraft@mzgroup.us

 

 

 

 

v3.24.3

Cover	Nov. 01, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 2024
Entity File Number	001-41607
Entity Registrant Name	NEW HORIZON AIRCRAFT LTD.
Entity Central Index Key	0001930021
Entity Tax Identification Number	98-1786743
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	3187 Highway 35
Entity Address, City or Town	Lindsay
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	K9V 4R1
City Area Code	613
Local Phone Number	866-1935
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Ordinary Share, no par value
Title of 12(b) Security	Class A Ordinary Share, no par value
Trading Symbol	HOVR
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	HOVRW
Security Exchange Name	NASDAQ

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