{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-001308","form_type":"8-K","ticker":"HOVR","cik":"0001930021","company_name":"New Horizon Aircraft Ltd.","filed_at":"2024-01-05T23:59:59+00:00","discovered_at":"2026-05-14T18:03:26.326722+00:00","generated_at":"2026-06-07T03:32:08.416460+00:00","sec_items":["5.07","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Pono Capital Three shareholders approve Horizon Aircraft business combination; 99% of public shares redeemed","bullets":["Over 81.1% of outstanding shares voted to approve the business combination at Jan 4 meeting.","11.5M public shares (99%) redeemed, with ~$121.8M estimated to be removed from trust account ($10.62/share).","Post-closing company will be named New Horizon Aircraft Ltd., trading on Nasdaq under HOVR (stock) and HOVRW (warrants).","All six shareholder proposals were approved, including the SPAC continuance and Nasdaq listing proposals.","Closing expected after satisfaction of remaining conditions, including Nasdaq listing approval."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-001308","json":"https://secwatch.observer/filing/0001213900-24-001308.json","markdown":"https://secwatch.observer/filing/0001213900-24-001308.md","text":"https://secwatch.observer/filing/0001213900-24-001308.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/0001213900-24-001308-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/ea191150-8k425_pono3.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T03:32:08.416460+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"04b1d6c3b8f8fac9daa8619316c34fea19f4bea1","claim":"New Horizon Aircraft Ltd. shareholders approved Change company name to New Horizon Aircraft Ltd. at the 2024-01-04 meeting.","evidence_excerpt":"(A) A proposal to change the name of Pono from “Pono Capital Three, Inc.” to “New Horizon Aircraft Ltd.”: For Against Abstain Broker Non-Votes 12,581,196 922,751 359,328 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/0001213900-24-001308-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-04"}],"fact_type":"shareholder_vote"},{"claim_id":"169ab87edffff63b34f88b00264dd084386f0ece","claim":"New Horizon Aircraft Ltd. shareholders approved Change quorum requirement to 33 1/3% at the 2024-01-04 meeting.","evidence_excerpt":"(E) A proposal to provide that the quorum required for shareholder meetings is a minimum of 33 1⁄3% of shares entitled to vote thereon, consistent with common practices for British Columbia companies: For Against Abstain Broker Non-Votes 12,581,196 922,751 359,328 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/0001213900-24-001308-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-04"}],"fact_type":"shareholder_vote"},{"claim_id":"28b69c9ced610b5621a1b9f8a54f370574910424","claim":"New Horizon Aircraft Ltd. shareholders approved Remove and change certain provisions related to SPAC status at the 2024-01-04 meeting.","evidence_excerpt":"(B) A proposal to remove and change certain provisions in the Pono Charter related to Pono’s status as a special purpose acquisition company: For Against Abstain Broker Non-Votes 12,581,196 922,751 359,328 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/0001213900-24-001308-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-04"}],"fact_type":"shareholder_vote"},{"claim_id":"349770fcdb593714f25bf52b44f577b2a2f12490","claim":"New Horizon Aircraft Ltd. shareholders approved SPAC Continuance Proposal at the 2024-01-04 meeting.","evidence_excerpt":"Proposal No. 1 — The SPAC Continuance Proposal — The approval of the SPAC Continuance Proposal required the affirmative vote of 66 2/3% of the votes cast by holders of Pono’s ordinary shares present in person or represented by proxy and entitled to vote at the Meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by Pono’s shareholders: For Against Abstain Broker Non-Votes 12,361,511 1,142,436 359,328 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/0001213900-24-001308-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-04"}],"fact_type":"shareholder_vote"},{"claim_id":"672e00e7d47b7275b429807c8697aa23606f4067","claim":"New Horizon Aircraft Ltd. shareholders approved Nasdaq Proposal at the 2024-01-04 meeting.","evidence_excerpt":"Proposal No. 5 — The Nasdaq Proposal — The approval of the Nasdaq Proposal required the affirmative vote of a majority of the votes cast by holders of Pono’s ordinary shares present in person or represented by proxy and entitled to vote at the Meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by Pono’s shareholders: For Against Abstain Broker Non-Votes 12,361,511 1,142,4","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/0001213900-24-001308-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-04"}],"fact_type":"shareholder_vote"},{"claim_id":"67cf53c5688c9950fa4d0910b75f728a613ed97b","claim":"New Horizon Aircraft Ltd. shareholders approved Allow removal of directors by 3/4 vote at the 2024-01-04 meeting.","evidence_excerpt":"(F) A proposal to provide that shareholders may remove a director by resolution of not less than 3⁄4 of the votes entitled to vote thereon: For Against Abstain Broker Non-Votes 12,301,699 1,202,248 359,328 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/0001213900-24-001308-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-04"}],"fact_type":"shareholder_vote"},{"claim_id":"a8973db70b83f964cb73e43ebbd3038e7b2f6b32","claim":"New Horizon Aircraft Ltd. shareholders approved Set nomination deadline for directors at the 2024-01-04 meeting.","evidence_excerpt":"(G) A proposal to provide that shareholder nominations for the board of directors must be given not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders, consistent with common practices for British Columbia companies: For Against Abstain Broker Non-Votes 12,301,699 1,202,248 359,328 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/0001213900-24-001308-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-04"}],"fact_type":"shareholder_vote"},{"claim_id":"c575b7f91d8e279f9f56c47b7fc3dd49be4c5386","claim":"New Horizon Aircraft Ltd. shareholders approved Authorize unlimited Class A and Class B ordinary shares at the 2024-01-04 meeting.","evidence_excerpt":"(D) A proposal to authorize an unlimited number of Class A ordinary shares without par value and Class B ordinary shares without par value consistent with common practices for British Columbia companies: For Against Abstain Broker Non-Votes 12,581,196 922,751 359,328 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/0001213900-24-001308-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-04"}],"fact_type":"shareholder_vote"},{"claim_id":"cd93073913460e1f933828735c82a93388148bd3","claim":"New Horizon Aircraft Ltd. shareholders approved Business Combination Proposal at the 2024-01-04 meeting.","evidence_excerpt":"Proposal No. 2 — The Business Combination Proposal — The approval of the Business Combination Proposal required the affirmative vote of a majority of the votes cast by holders of Pono’s ordinary shares present in person or represented by proxy and entitled to vote at the Meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by Pono’s shareholders: For Against Abstain Broker Non-Votes 12,842,335 922,751 98,189 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/0001213900-24-001308-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-04"}],"fact_type":"shareholder_vote"},{"claim_id":"e6f2875019b47a26d7c13c5abc8e0201c557b8e7","claim":"New Horizon Aircraft Ltd. shareholders approved Remove ability to issue preferred shares at the 2024-01-04 meeting.","evidence_excerpt":"(C) A proposal to remove Pono’s ability to issue preferred shares consistent with common practices for British Columbia companies: For Against Abstain Broker Non-Votes 12,581,196 922,751 359,328 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/0001213900-24-001308-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-04"}],"fact_type":"shareholder_vote"},{"claim_id":"ebf493e0dd2c1506825f8ec71c9f694ccbab9221","claim":"New Horizon Aircraft Ltd. shareholders approved Incentive Plan Proposal at the 2024-01-04 meeting.","evidence_excerpt":"Proposal No. 4 — The Incentive Plan Proposal — The approval of the Incentive Plan Proposal required the affirmative vote of a majority of the votes cast by holders of Pono’s ordinary shares present in person or represented by proxy and entitled to vote at the Meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by Pono’s shareholders: For Against Abstain Broker Non-Votes 12,082,013 1,421,934 359,328 n/a","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1930021/000121390024001308/0001213900-24-001308-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-04"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}