---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-005086"
form_type: "8-K"
ticker: "HOVR"
cik: "0001930021"
company_name: "New Horizon Aircraft Ltd."
filed_at: "2023-02-15T23:59:59+00:00"
generated_at: "2026-06-19T12:16:50.461444+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Pono Capital Three closes $115M SPAC IPO; full exercise of over-allotment

## Summary
- Priced 10M units at $10/unit; underwriters exercised over-allotment for 1.5M additional units, total 11.5M units.
- Gross proceeds of $115M from IPO plus $5.65M from private placement of 565,375 units to sponsor Mehana Capital.
- Total of $117.875M placed in trust account; 12-month deadline for initial business combination (up to 18 months).
- Target focus: disruptive technology companies in Asia, particularly Japan.
- Leadership: CEO Davin Kazama, CFO Gary Miyashiro, Chairman Dustin Shindo.

## SEC filing metadata
- accession: 0001493152-23-005086
- form_type: 8-K
- ticker: HOVR
- cik: 0001930021
- company_name: New Horizon Aircraft Ltd.
- filed_at: 2023-02-15T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1930021/000149315223005086/0001493152-23-005086-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1930021/000149315223005086/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-005086
- JSON: https://secwatch.observer/filing/0001493152-23-005086.json
- Plain text: https://secwatch.observer/filing/0001493152-23-005086.txt

## Key facts
- Governance Changes
  New Horizon Aircraft Ltd.: Filed Second Amended and Restated Memorandum and Articles of Association in connection with the Offering (effective 2023-02-09).
  - Change: charter amendment
  - Effective: 2023-02-09
  source text: On February 9, 2023, in connection with the Offering, the Company filed its Second Amended and Restated Memorandum and Articles of Association with the Cayman Registry.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1930021/000149315223005086/0001493152-23-005086-index.htm
- Material Agreements
  New Horizon Aircraft Ltd. entered into Underwriting Agreement with EF Hutton, division of Benchmark Investments, LLC valued at $100.0 million (effective 2023-02-09).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: EF Hutton, division of Benchmark Investments, LLC
  - Value: $100.0 million
  - Effective: 2023-02-09
  source text: On February 9, 2023, Pono Capital Three, Inc., a Cayman Islands exempted company (the "Company"), entered into an underwriting agreement by and between the Company and EF Hutton, division of Benchmark Investments, LLC ("EF Hutton"), as representative of the several underwriters named therein (collectively, the "Underwriters"), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference (the "Underwriting Agreement"), relating to the Company’s initial public offering (the "Offering") of 10,000,000 units (the "Units") at a price to the public of $10.00 per Unit.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1930021/000149315223005086/0001493152-23-005086-index.htm

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