other material
confidence high
sentiment neutral
materiality 0.40
New Horizon Aircraft amends subscription agreement to cap Series A Preferred conversion under Nasdaq Rule 5635
New Horizon Aircraft Ltd.
- Amendment adds Exchange Cap prohibiting Common Share issuance upon conversion of Series A Preferred if it breaches Nasdaq Listing Rule 5635, pending shareholder approval.
- Company must obtain Required Shareholder Approval within 60 days (by ~March 11, 2025) and hold additional meetings if first attempt fails.
- Until approval, company cannot engage in change-of-control transactions (merger, asset sale, liquidation, or >50% voting acquisition) without Purchasers' consent.
- Amendment dated January 10, 2025, between New Horizon and purchasers Canso Investment Counsel, Canso Select Opportunities, and GRIP Investments.
- Original Subscription Agreement terms from December 18, 2024, remain unchanged except as modified by this amendment.