New Horizon Aircraft Ltd. (HOVR): M&A transaction — New Horizon Aircraft completes de-SPAC merger with Pono Capital Three

New Horizon Aircraft Ltd.

Total consideration ~$99M; issued 9.42M Class A shares to Horizon shareholders.
Pono shareholders redeemed 9.85M shares for ~$104.5M; trust account left ~$17.45M.
PIPE investor subscribed 200,000 shares at $2M; 754,013 incentive shares transferred.
Six-month lock-up on shares; early release if price >=$12 for 20 days after 150-day period.
Post-merger ownership: Sponsor 33%, former Horizon shareholders 51%, public ~10%, PIPE ~5%.

item 1.01 item 2.01 item 9.01 item 5.02 item 3.02 item 3.03 item 5.01 item 5.03 item 5.06

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.99

New Horizon Aircraft Ltd.: Board approved changing fiscal year end from December 31st to May 31st (effective 2024-01-18).

Change: fiscal year change
Effective: 2024-01-18

Exact text from the filing

On January 18, 2024, the Board approved a change in fiscal year end of New Horizon from December 31st to May 31st.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.99

New Horizon Aircraft Ltd.: Pono ceased being a shell company as a result of the Business Combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, Pono ceased being a shell company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.92

New Horizon Aircraft Ltd.: Pono adopted the Articles of post-combination New Horizon effective as of the Closing Date.

Change: charter amendment

Exact text from the filing

the shareholders of Pono approved the Articles of post-combination New Horizon (as defined below) at the Special Meeting. In connection with the Closing, Pono adopted the Articles effective as of the Closing Date.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

New Horizon Aircraft Ltd. underwent a change of control involving Horizon Aircraft (Robinson Aircraft, Ltd. d/b/a Horizon Aircraft) for Exchange Consideration was approximately $99 million (closed 2024-01-12).

Action: change of control
Counterparty: Horizon Aircraft (Robinson Aircraft, Ltd. d/b/a Horizon Aircraft)
Consideration: Exchange Consideration was approximately $99 million
Closing: 2024-01-12

Exact text from the filing

by reference. Pursuant to the terms of the BCA, the total consideration for the Business Combination and related transactions (the “ Exchange Consideration ”) was approximately $99 million. In connection with the Special Meeting, holders of 9,852,558 Pono Class A ordinary shares sold in its initial public offering exercised their right to redeem those shares for

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New Horizon Aircraft Ltd. filing history →

Source: SEC EDGAR

accession 0001213900-24-004932

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