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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): September 5, 2024
NEW HORIZON AIRCRAFT LTD.
(Exact name of registrant as specified in its charter)
| British Columbia | 001-41607 | 98-1786743 | ||
| (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 1.01. Entry into a Material Definitive Agreement.
On September 5, 2024, New Horizon Aircraft Ltd., a British Columbia company (the “Company”), amended the terms of each of the outstanding warrants originally issued on August 21, 2024 (the “Warrants”) in connection with the closing of its firm commitment underwritten public offering (the “Warrant Amendment”).
The Warrant Amendment amends the Common Shares Purchase Warrants, dated August 21, 2024, to remove Section 3(b), which provided for an exercise price adjustment in the event of a dilutive issuance of the Company’s Class A ordinary shares (“Common Shares”) or other securities convertible into Common Shares, at a price less than the exercise price then in effect immediately prior to such dilutive issuance.
The foregoing description of the Warrant Amendment is subject to and qualified in its entirety by reference to the full text of the form of the Warrant Amendment, a copy of which is included as Exhibit 10.1 hereto, the terms of which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Warrant Amendment | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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: September 5, 2024 | By: | /s/ E. Brandon Robinson |
| Name: | E. Brandon Robinson | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
AMENDMENT NO. 1 TO COMMON SHARES PURCHASE WARRANT
This AMENDMENT NO. 1 TO COMMON SHARES PURCHASE WARRANT, dated as of September 5, 2024 (this “Amendment”), amends that certain COMMON SHARES PURCHASE WARRANT (the “Warrant”), dated as of August 21, 2024, by New Horizon Aircraft Ltd. (the “Company”) for the benefit of the holder thereof or its permitted assigns (“Holder”). The Company and Holder are referred to collectively herein as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Warrant.
WITNESSETH:
WHEREAS, pursuant to and in accordance with Section 5(l) of the Warrant, the Warrant may be amended or modified by a written agreement executed and delivered by the Company and the Holder; and
WHEREAS, in order to comply with Nasdaq listing requirements, the Company and the Holder desire to amend the Warrant as set forth herein.
NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties agree as follows:
Section 1. Amendment to the Warrant.
(A) Section 3(b) is to be deleted in its entirety and replaced with the following:
“(b) Reserved.”
Section 2. No Other Amendments. Each reference to “this Warrant,” “hereunder,” “hereof” and other similar references set forth in the Warrant and each reference to the Warrant in any other agreement, document or other instrument shall, in each case, refer to the Warrant as modified by this Amendment. Except as and to the extent expressly modified by this Amendment, the Warrant is not otherwise being amended, modified or supplemented and shall remain in full force and effect and is hereby in all respects ratified and confirmed, and the execution, delivery and effectiveness of this Warrant shall not operate as a waiver of any right, power or remedy of any party under the Warrant.
Section 3. Miscellaneous Provisions. Section 5 of the Warrant shall apply to this Amendment mutatis mutandis.
[Signature Page Follows]
IN WITNESS WHEREOF each Party has hereunto caused this Amendment to be duly executed on its behalf as of the day and year first above written.
| COMPANY: | ||
| NEW HORIZON AIRCRAFT LTD. | ||
| By: | ||
| Name: | ||
| Title: | ||
| HOLDER: | ||
| [●] | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature page to Amendment to Warrant]