---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-004932"
form_type: "8-K"
ticker: "HOVR"
cik: "0001930021"
company_name: "New Horizon Aircraft Ltd."
filed_at: "2024-01-19T23:59:59+00:00"
generated_at: "2026-06-06T21:30:33.529753+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# New Horizon Aircraft completes de-SPAC merger with Pono Capital Three

## Summary
- 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%.

## SEC filing metadata
- accession: 0001213900-24-004932
- form_type: 8-K
- ticker: HOVR
- cik: 0001930021
- company_name: New Horizon Aircraft Ltd.
- filed_at: 2024-01-19T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 2.01, 9.01, 5.02, 3.02, 3.03, 5.01, 5.03, 5.06
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1930021/000121390024004932/0001213900-24-004932-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1930021/000121390024004932/ea191793-8k_newhoriz.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-004932
- JSON: https://secwatch.observer/filing/0001213900-24-004932.json
- Plain text: https://secwatch.observer/filing/0001213900-24-004932.txt

## Key facts
- Governance Changes
  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
  source text: On January 18, 2024, the Board approved a change in fiscal year end of New Horizon from December 31st to May 31st.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1930021/000121390024004932/0001213900-24-004932-index.htm
- Governance Changes
  New Horizon Aircraft Ltd.: Pono ceased being a shell company as a result of the Business Combination.
  - Change: shell status
  source text: As a result of the Business Combination, Pono ceased being a shell company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1930021/000121390024004932/0001213900-24-004932-index.htm
- Governance Changes
  New Horizon Aircraft Ltd.: Pono adopted the Articles of post-combination New Horizon effective as of the Closing Date.
  - Change: charter amendment
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1930021/000121390024004932/0001213900-24-004932-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1930021/000121390024004932/0001213900-24-004932-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.