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): January 10, 2025

 

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.

 

As previously disclosed, on December 18, 2024, New Horizon Aircraft Ltd., a British Columbia company (the “Company”) entered into subscription agreements (each a “Subscription Agreement”) with Canso Investment Counsel Ltd., in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it, Canso Select Opportunities Corporation, and GRIP Investments Limited (each a “Purchaser” and, collectively the “Purchasers”), pursuant to which the Purchasers purchased an aggregate of 4,166,667 Class A ordinary shares of the Company, no par value per share (each Class A ordinary share in the authorized share structure of the Company, a “Common Share”) at a price of $0.36 per share, and an aggregate of 4,500 Series A preferred shares of the Company (the “Series A Preferred Shares”) at a price of $1,000 per share, subject to the terms and conditions set out in the Subscription Agreements (the “Canso Financing”). The Series A Preferred Shares are convertible, at the option of the holder and without additional consideration, into Common Shares on a one for 2222.222222 basis. The Canso Financing closed on December 19, 2024 (the “Closing Date”).

 

On January 10, 2025, the Company and each Purchaser entered into an amendment to the Subscription Agreement (the “Amendment”), pursuant to which each Subscription Agreement was modified to add a provision prohibiting the Company from issuing upon conversion of the Series A Preferred Shares, any Common Shares if the issuance of such Common Shares would exceed the aggregate number of Common Shares the Company may issue upon conversion of the Series A Preferred Shares without breaching the Company’s obligation under Nasdaq Listing Rule 5635 and any other applicable rules of the Nasdaq Stock Market (the “Applicable Exchange Rules”) (any such limitation on the convertibility of the Series A Preferred Shares, the “Exchange Cap”), prior to obtaining shareholder approval (the “Required Shareholder Approval”).

 

The Amendment provides that no later than sixty (60) days after January 10, 2024, or such later date as agreed in writing by the Company and the Purchasers, the Company will obtain the Required Shareholder Approval. If, despite the Company’s reasonable best efforts the Required Shareholder Approval is not obtained at the first meeting of the shareholders, the Company shall cause additional shareholder meetings to be held to seek to obtain the Required Shareholder Approval until the Required Shareholder Approval is obtained. The Amendment also has certain antitakeover provisions, including that the Company will not participate in certain change of control transactions without the Purchasers’ prior written consent.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Amendment to Subscription Agreement, dated January 10, 2025, by and between the Company and the Purchasers
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: January 13, 2025	By:	/s/ E. Brandon Robinson
	Name:	E. Brandon Robinson
	Title:	Chief Executive Officer

 

 

3

 

Exhibit 10.1

 

Amendment to Subscription Agreement

 

January 10, 2025

 

TO: New Horizon Aircraft Ltd. (the “Issuer”)

 

Reference is made to those Subscription Agreements (collectively, the “Subscription Agreements”), dated December 18, 2024, between the Issuer and Canso Investment Counsel Ltd., in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it, Canso Select Opportunities Corporation and GRIP Investments Limited (each, a “Purchaser” and, collectively, the “Purchasers”), respectively, pursuant to which the Purchasers purchased an aggregate of 4,166,667 Class A ordinary shares of the Issuer, no par value per share (each Class A ordinary share in the authorized share structure of the Issuer, a “Common Share”), at a price of US$0.36 per share, and an aggregate of 4,500 Series A preferred shares of the Issuer at a price of US$1,000 per share, subject to the terms and conditions set out in each Subscription Agreement.

 

In consideration of the premises and the mutual covenants and agreements contained in this Amendment to Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party to this Amendment to Subscription Agreement, the Purchasers and the Issuer covenant and agree as follows:

 

1.	Article 1.1 of each Subscription Agreement is hereby amended to add the following definition in appropriate alphabetical order:

 

“First Amendment Effective Date” means January 10, 2025.

 

2.	Article 3.0 of each Subscription Agreement is hereby amended to add the following Section 3.3 and Section 3.4:

 

3.3

(a) Notwithstanding anything herein to the contrary, if the Issuer has not obtained the necessary shareholder approval (the “Required Shareholder Approval”) or any other viable exception pursuant to Rule 5635 and any other applicable rules of the Nasdaq Stock Market regarding the issuance of securities (the “Applicable Exchange Rules”), then the Issuer may not issue any Common Shares upon conversion of the Preferred Shares or otherwise pursuant to the terms of this Agreement if the issuance of such Common Shares would exceed the aggregate number of Common Shares the Issuer may issue upon conversion of the Preferred Shares without breaching the Issuer’s obligations under the Applicable Exchange Rules (any such limitation on the convertibility of the Preferred Shares pursuant to the Applicable Exchange Rules, the “Exchange Cap”). Such limitation shall be applicable to any transferee of the Preferred Shares.

 

(b) No later than sixty (60) days after the First Amendment Effective Date, or such later date as agreed in writing by the Issuer and the Purchaser, the Issuer will obtain the Required Shareholder Approval. The Issuer shall cause the Board of Directors of the Issuer to recommend to the shareholders that they approve such resolutions. If, despite the Issuer’s reasonable best efforts the Required Shareholder Approval is not obtained at the first meeting of the shareholders, the Issuer shall cause additional shareholder meetings to be held to seek to obtain the Required Shareholder Approval until the Required Shareholder Approval is obtained.

 

 

3.4

For such time as the Issuer has not obtained the Required Shareholder Approval or any other viable exception pursuant to the Applicable Exchange Rules, the Issuer may not, without prior written consent of the Purchasers, (1) enter into any merger, consolidation or other business combination or reorganization to which the Issuer is a party, whether or not approved in advance by the Board of Directors of the Issuer, in which (A) the members of the Board of Directors of the Issuer immediately preceding the consummation of such transaction do not constitute a majority of the members of the Board of Directors of the resulting corporation and of any parent corporation thereof immediately after the consummation of such transaction, and (B) the shareholders of the Issuer immediately before such transaction do not hold more than fifty percent (50%) of the voting power of securities of the resulting corporation; or (2) enter into any sale, exchange, transfer, or other disposition of substantially all of the assets of the Issuer to another entity, whether or not approved in advance by the Board of Directors of the Issuer; or (3) enter into any plan of liquidation or dissolution adopted for the Issuer; or (4) enter into any transaction pursuant to which, or take any affirmative action to facilitate, any individual, firm, corporation, partnership or other entity (“Person”) other than the Purchasers, together with all Affiliates and Associates of such Person, to become the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) of securities of the Issuer representing 50% or more of the combined voting power of the Issuer’s then outstanding securities (a “Change of Control”) (each of (1) – (4), a “Fundamental Transaction”), unless, pursuant to the terms of the definitive documentation governing any such Fundamental Transaction, the Purchaser is entitled to receive a percentage of the total consideration paid to the Issuer or, without duplication, the shareholders of the Issuer in connection with such Fundamental Transaction equal to the ratio of (i) the aggregate of (a) all Common Shares held by the Purchaser and (b) all Common Shares issuable to the Purchaser upon conversion of the Preferred Shares held by the Purchaser, without reference to any applicable Exchange Cap, to (ii) the outstanding shares of the Issuer, giving pro forma effect to the Common Shares referenced in the foregoing clause (i)(b). For purposes of this subsection, “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations issued under the Exchange Act.

 

3.	Section 12.9 of each Subscription Agreement is hereby replaced in its entirety by the following:

 

12.9

The Purchaser and the Issuer acknowledge and agree that sections 3.2, 3.3, 3.4, 8.0, 9.0 and 11.0 of this Agreement shall survive the Closing.

 

Except as modified by this Amendment to Subscription Agreement, each of the Subscription Agreements to which the undersigned is a party remains unmodified and in full force and effect.

 

[Signature page follows]

 

 

	Execution by the Purchasers:
	CANSO INVESTMENT COUNSEL LTD., in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it
	By:	/s/ Faye Lee
	Faye Lee, Authorized Signatory
	GRIP INVESTMENTS LIMITED
	By:	/s/ Natalie Carswell
	Natalie Carswell, Authorized Signatory
	CANSO SELECT OPPORTUNITIES CORPORATION
	By:	/s/ Jason Bell
	Jason Bell, Authorized Signatory

 

Execution by the Issuer:
New Horizon Aircraft Ltd.
By:	/s/ Brandon Robinson
	Brandon Robinson
	Its: Chief Executive Officer

 

[Signature Page to Amendment to Subscription Agreement]

 

3

 

v3.24.4

Cover	Jan. 10, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 10, 2025
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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