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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 8, 2024
NEW
HORIZON AIRCRAFT LTD.
(Exact
name of registrant as specified in its charter)
British
Columbia |
|
001-41607 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3187
Highway 35, Lindsay, Ontario, K9V 4R1
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (613) 866-1935
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Class A Ordinary Share,
no par value |
|
HOVR |
|
The Nasdaq Stock Market
LLC |
Warrants, each whole warrant
exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share |
|
HOVRW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
On
May 8, 2024, New Horizon Aircraft Ltd. (the “Company”) issued a press release highlighting continued flight-testing progress
approaching full transition to forward flight of the Company’s large-scale prototype electric Vertical TakeOff and Landing (“eVTOL”)
aircraft, a link to a video of the most recent flight test and continuing detailed design of the full-scale Cavorite X7 Hybrid eVTOL
Aircraft is on track for completion and testing in 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
NEW HORIZON AIRCRAFT LTD. |
|
|
|
Date: May 10, 2024 |
By: |
/s/ E.
Brandon Robinson |
|
Name: |
E. Brandon Robinson |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Horizon Aircraft Provides Update on Technical
Flight Testing Progress
~ Continued Flight-Testing Progress Approaching
Full Transition to Forward Flight of the
Company’s Large-Scale Prototype eVTOL Aircraft ~
~ Dynamic Video Footage of Most Recent Flight
Test ~
~ Continuing Detailed Design of the Full-Scale
Cavorite X7 Hybrid eVTOL Aircraft, on Track for
Completion and Testing in 2026 ~
Toronto, Canada, May 8, 2024 (GLOBE NEWSWIRE)
– New Horizon Aircraft Ltd. (NASDAQ: HOVR), doing business as Horizon Aircraft (“Horizon” or the “Company”),
a leading hybrid electric Vertical TakeOff and Landing (“eVTOL”) aircraft developer, announced several updates as the Company
continues to prove critical technology elements of its unique aircraft.
Brandon Robinson, Chairman and Chief Executive
Officer of Horizon commented, “The extremely positive test results continue to validate our innovative technology, our practical
approach, and the team’s capability to deliver on our target timeline.”
Mr. Robinson continued, “Over the past several
months, Horizon has made incredible progress. I am continually amazed with the technical aptitude of our team as it clears one engineering
hurdle after another. The transition flight testing program has taken significant strides forward, with the aircraft demonstrating impressive
stability and control all the way from hover to approaching transition speeds.”
Click here to see our most recent test
flight video
Key Technical Highlights
Validation of the patent pending yaw control
system, a key component of the patented HOVR Wing technology, has also been an important element in the recent testing phases. This
system enables precise hover and performance in strong crosswinds, providing a smoother and more comfortable ride for passengers as well
as enhanced stability and control for pilots.
Full-scale propulsion unit production has commenced.
With the detailed design and aerodynamic analysis sufficiently developed, physical production and testing of the core vertical lifting
fan technology represents a significant technical step towards building the full-scale prototype aircraft.
Horizon’s large-scale prototype continues
to reach technological milestones as it moves through its rigorous flight-testing program governed under Transport Canada’s Special
Flight Operations Certificate (SFOC). Transitional flight tests remain on schedule to be completed by mid-summer and the aircraft continues
to demonstrate expected stability and control.
Mr. Robinson added, “I am immensely proud
of our team’s relentless pursuit of excellence and their unwavering determination to push boundaries. As we celebrate these victories,
we remain focused on our ultimate objective, ensuring that every flight test brings us closer to realizing our vision.”
The Company continues to leverage lessons learned
from its current large-scale prototype flight test program to develop its full-scale aircraft. The Cavorite X7 eVTOL design is expected
to fly faster and carry more cargo than its all-electric competitors. The aircraft features a patented wing system allowing it to fly
most of its mission in a configuration like that of a normal aircraft. It will use a hybrid electric main power system that promises to
be extremely efficient, safe, and able to re-charge its battery array in flight and after landing. With a growing team of aviation professionals,
engineers and technicians, Horizon Aircraft’s elite aerospace team is positioned to build its full-scale demonstrator on schedule
and capitalize on a rapidly growing Advanced Air Mobility (AAM) market.
Upcoming Investor and Trade Conferences
As a reminder, Horizon Aircraft’s Management
team will be participating in the following upcoming investor and trade events:
| ● | EF Hutton Annual Global Investor Conference |
| | |
| o | Date: Wednesday, May 15, 2024 |
| | |
| o | Location: The Plaza Hotel, New York, NY |
| ● | The International Aerospace Innovation Forum |
| | |
| o | Location: Tech Zone, Palais de Congrès de Montréal, Montreal, Québec |
About Horizon Aircraft
Horizon Aircraft is an advanced aerospace engineering
company that is developing one of the world’s first hybrid eVTOL that is to be able to fly most of its mission exactly like a normal
aircraft while offering industry-leading speed, range, and operational utility. Horizon’s unique designs put the mission first and
prioritize safety, performance, and utility. Horizon hopes to successfully complete testing and certification of its Cavorite X7 eVTOL
quickly and then enter the market and service a broad spectrum of early use cases. Visit www.horizonaircraft.com for more information.
Forward-Looking Statements
The information in this press release contains
certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “aim,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result” and similar expressions, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual
results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements
as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements
in this press release, including but not limited to: (i) changes in the markets in which Horizon competes, including with respect to its
competitive landscape, technology evolution or regulatory changes; (ii) the risk that Horizon will need to raise additional capital to
execute its business plans, which may not be available on acceptable terms or at all; (iii) the ability of the parties to recognize the
benefits of the business combination agreement and the business combination; (iv) the lack of useful financial information for an accurate
estimate of future capital expenditures and future revenue; (v) statements regarding Horizon’s industry and market size; (vi) financial
condition and performance of Horizon, including the anticipated benefits, the implied enterprise value, the expected financial impacts
of the business combination, the financial condition, liquidity, results of operations, the products, the expected future performance
and market opportunities of Horizon; (vii) Horizon’s ability to develop, certify, and manufacture an aircraft that meets its performance
expectations; (viii) successful completion of testing and certification of Horizon’s Cavorite X7 eVTOL; (ix) the targeted future
production of Horizon’s Cavorite X7 aircraft; (x) the number of aircraft purchased under the LOI with JetSetGo; and (xi) those factors
discussed in our filings with the SEC. You should carefully consider the foregoing factors and the other risks and uncertainties that
will be described in the “Risk Factors” section of the Proxy Statement and other documents to be filed by New Horizon from
time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and
results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on forward- looking statements, and while Horizon may elect to update these
forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise, unless required by applicable law. Horizon does not give any assurance
that Horizon will achieve its expectations.
Contacts
Horizon Aircraft
Inquiries (PR):
Phil Anderson
Phone: +44 (0)7767 491 519
Phil@perceptiona.com
Investor Contacts:
Shannon Devine and Rory Rumore
MZ Group
Phone: (203) 741-8841
HorizonAircraft@mzgroup.us
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