エドガーで原本を確認する
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): October 10, 2025
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) | (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 2.02. Results of Operations and Financial Condition.
On October 10, 2025, New Horizon Aircraft Ltd. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended August 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 10, 2025 | By: | /s/ E. Brandon Robinson |
| Name: | E. Brandon Robinson | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Horizon
Aircraft Provides Business Update and
First Quarter of Fiscal 2026 Results
Toronto, Canada, October 10, 2025 – New Horizon Aircraft Ltd. (NASDAQ: HOVR), doing business as Horizon Aircraft (“Horizon Aircraft” or the “Company”), an advanced aerospace engineering company and developer of one the world’s first hybrid eVTOL (electric Vertical Take-Off and Landing) aircraft, is pleased to announce its first quarter fiscal 2026 results for the three months ended August 31, 2025.
Highlights include the following:
| ● | A full-scale hybrid eVTOL, the Cavorite X7 eVTOL aircraft, is being built after successful completion of a fan-in-wing forward transition flight of Horizon Aircraft’s large-scale prototype in May 2025. The full-scale prototype is intended to be ready for initial testing in 18 months; |
| ● | Additional technical milestones for the full-scale prototype were achieved in Q1 2026, including the completion of platform level architecture and main wing propulsion units that power the patented HOVR Wing technology have been fabricated and are undergoing active testing; |
| ● | Horizon Aircraft continues to have strong liquidity, with more than 18 months of working capital with: |
| o | Streamlined operations to reduce administrative costs relative to total costs; |
| o | Capital strategically allocated to strengthen engineering resources; and |
| o | Access to substantial and ongoing non-dilutive government funding. |
| ● | Additional world-class talent was added to the Company. |
Brandon Robinson, CEO of Horizon Aircraft commented, “After our successful transition flight in May 2025, we made further progress in the first quarter of fiscal 2026 that has us well prepared to reach our target of having the full-scale aircraft be ready for testing in 18 months. In the second quarter of fiscal 2026, we are largely focused on the development of full-scale power and aerodynamic systems, key technical partnerships, and supply chain expansion.”
Brian Merker, CFO of Horizon Aircraft added, “With added resources from favorable funding efforts in 2025, we believe we have sufficient capital to ready our full-scale prototype for testing in 18 months.”
About Horizon Aircraft
Horizon Aircraft (NASDAQ: HOVR) is an advanced aerospace engineering company that is developing one of the world’s first hybrid eVTOL designed to fly most of its mission exactly like a normal aircraft while offering industry-leading speed, range, and operational utility. Horizon Aircraft’s unique designs put the mission first and prioritize safety, performance, and utility. Horizon Aircraft intends to successfully complete testing and certification of its Cavorite X7 eVTOL and then scale unit production to meet expected demand from regional operators, emergency service providers, and military customers.
For further information, visit:
Website www.horizonaircraft.com
LinkedIn https://www.linkedin.com/company/horizon-aircraft-inc
On behalf of New Horizon Aircraft Ltd.
Brandon Robinson
Co-Founder and CEO
For further information, contact:
Investors:
Matt Chesler, CFA
FNK IR LLC
(646) 809-2183
HOVR@fnkir.com
Media:
Edwina Frawley-Gangahar
EFG Media Relations
+44 7580 174672
edwina@efgmediarelations.com
Forward-Looking Statements
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 and “forward-looking information” within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). 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,” “target,” “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 herein include, but are not limited to, statements relating to the targeted readiness of the full-scale hybrid Cavorite X7 eVTOL prototype for initial testing, development priorities and technical milestones; funding and liquidity sufficiency and runway; certification and testing plans; and potential production, partnership, supply chain and market opportunities.
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 Aircraft competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (ii) the risk that Horizon Aircraft will need to raise additional capital to execute its business plans, which may not be available on acceptable terms or at all; (iii) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (iv) statements regarding Horizon Aircraft’s industry and market size; (v) financial condition and performance of Horizon Aircraft, including the condition, liquidity, results of operations, the products, the expected future performance and market opportunities of Horizon Aircraft; (vi) Horizon Aircraft’s ability to develop, certify, and manufacture an aircraft that meets its performance expectations; (vii) successful completion of testing and certification of Horizon Aircraft’s Cavorite X7 eVTOL; (viii) the targeted future production of Horizon Aircraft’s Cavorite X7 aircraft; and (ix) other factors detailed by us in the Company’s public filings with the Securities and Exchange Commission (“SEC”) and under the Company’s profile on sedarplus.ca, including the disclosures under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025, filed with the SEC and filed under the Company’s profile on sedarplus.ca on August 22, 2025. 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 the Company may elect to update these forward-looking statements at some point in the future, it assumes 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 Aircraft does not give any assurance that Horizon Aircraft will achieve its expectations.