{"url_path":"/sec/hovr/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1930021/0001213900-26-078490-index.html","accession_number":"0001213900-26-078490","cik":"0001930021","ticker":"HOVR","issuer_name":"New Horizon Aircraft Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1930021/0001213900-26-078490-index.html","primary_entity_key":"0001930021","primary_entity_name":"New Horizon Aircraft Ltd."},"word_count":4899,"has_tables":true,"body_markdown":"Item 10. Directors, Executive Officers and Corporate Governance.\n\n \n\nDirectors and Executive Officers\n\n \n\nThe\nfollowing table sets forth, as of July 16, 2026, the name, age and position of each of our executive officers and directors.\n\n \n\nName\n \nAge\n \nPosition\n\n*Executive Officers*\n \n \n \n \n\nBrandon Robinson(3)\n \n47\n \nChief Executive Officer, Director\n\nJason O’Neill\n \n48\n \nChief\nOperating Officer\n\nBrian Merker\n \n49\n \nChief Financial Officer\n\nStewart Lee\n \n53\n \nHead of People & Strategy\n\n*Non-Employee Directors*\n \n \n \n \n\nTrisha Nomura(1)\n \n46\n \nDirector\n\nJohn Maris(2)\n \n68\n \nDirector\n\nJohn Pinsent(1)\n \n66\n \nDirector\n\nJameel Janjua(2)\n \n47\n \nDirector\n\n  \n\n(1)\nClass I Director\n\n \n \n\n(2)\nClass II Director\n\n \n \n\n(3)\nClass III Director\n\n \n\nBackground of Directors\nand Executive Officers\n\n \n\n*Executive Officers*\n\n* *\n\n*Brandon Robinson.** *Brandon\nRobinson has served as the Chief Executive Officer and as a member of the Board of Horizon since the Business Combination, and previously\nserved as the founder and Chief Executive Officer of Legacy Horizon and led the Horizon team since its inception in 2013. He has dedicated\nhis life to aviation, initially as a CF-18 pilot in the Canadian Armed Forces (CAF) before moving into large scale military capital projects.\nUpon leaving the CAF, Mr. Robinson discovered his passion for the Advanced Air Mobility movement. Mr. Robinson serves on the Board\nof Directors of the Ontario Aerospace Council. Mr. Robinson has a Bachelor of Mechanical Engineering from Royal Military College,\nan MBA from Royal Roads University, has co-authored several successful aerospace patents, and holds an Airline Transport Pilots License.\nHis deep operational experience alongside a passion for technical innovation has propelled Horizon to the forefront of the Advanced Air\nMobility movement.\n\n \n\nWe believe that Mr. Robinson,\ngiven his extensive experience as a front-line fighter pilot, mechanical engineering knowledge and adept managing acumen, is qualified\nto serve as a member of our Board due to his unique combination of skills he brings as our co-founder and Chief Executive Officer.\n\n \n\n*Jason O’Neill. *Jason\nO’Neill has served as Chief Operating Officer of Horizon since 2019. Mr. O’Neill has more than 20 years of experience\nin senior roles scaling tech-based start-ups. Prior to joining Horizon, Mr. O’Neill worked at Centtric as the Director of Product\nand Strategy for 13 years. Most recently he served as the Director of Product and Data for Thoughtwire for nearly 10 years.\nMr. O’Neill’s previous organizations were focused on problem solution, leveraging leading edge computer-based technologies.\nMr. O’Neill attended both the University of Toronto and the University of Waterloo.\n\n \n\n51\n\n \n\n \n\n*Brian Merker. *Brian\nMerker has served as Chief Financial Officer of Horizon since 2023. Mr. Merker has more than 20 years of senior financial management experience\nincluding more than 10 years serving in the Aviation sector, most recently as Chief Financial Officer of Skyservice Business Aviation\n(“Skyservice”) from 2018 to 2022, supporting growth efforts in aircraft management, maintenance, fixed-based operations, charter,\nand brokerage. Prior to Skyservice, Mr. Merker served as Chief Financial Officer of Great Slave Helicopters as well as Vice President\nof Finance of its parent Company, Discovery Air, a publicly traded organization from 2013 to 2018. Discovery Air included a diverse range\nof aviation related services including fighter jet pilot training, rotary-wing services, a commercial fixed-wing airline, fire suppression\nsupport, as well as aircraft engineering and maintenance. Prior to his time at Discovery Air, Mr. Merker served as Vice President of Finance\nfrom 2007 to 2012 at Score Media, a publicly traded company focused on sports broadcast and technology innovation. Mr. Merker began his\ncareer in the KPMG audit practice, where he served from 2003 to 2006. During this time, he gained significant exposure to SEC registrants\nat the commencement of the Sarbanes-Oxley legislation. Mr. Merker obtained his Honours Commerce degree in Economics from Guelph University\nbefore attending Queen’s University to complete his Chartered Professional Accounting academia requirements.\n\n \n\n*Stewart Lee. *Stewart\nLee has served as the Head of People and Strategy at Horizon since 2013. Prior to joining Horizon, Mr. Lee formed his own company,\nproviding human resources consulting services to a wide array of clients. Previously, Mr. Lee was the Director of Human Resources\nfor Steel-Craft Door Products, a large Canadian national manufacturing company, for 11 years. Mr. Lee also served in the Canadian\nArmed Forces as a Logistics Officer for 6 years. Mr. Lee holds a Bachelor of Commerce degree from Royal Roads University. He\nalso holds an MBA in management from Royal Roads University and has been a Chartered Professional in Human Resources since 2009.\n\n \n\n*Non-Employee Directors*\n\n* *\n\n*Trisha Nomura. *Trisha\nNomura has served as independent director and chairperson of the Audit Committee of Horizon since the Business Combination. Ms. Nomura\nserved as an independent director of Pono and was the chairperson of Pono’s audit committee prior to the Business Combination. She\nalso served as an independent director of Pono Capital Two, Inc. (Nasdaq: PTWO) and as the Chief Financial Officer of Pono Capital\nCorp (Nasdaq: PONO). Since July 2018, Ms. Nomura has owned a consulting firm, Ascend Consulting, LLC. Prior to opening her own\nfirm, Ms. Nomura worked in both public accounting and private industry. Ms. Nomura was the Chief Operating Officer of HiHR from July 2015\nto December 2016, and the Vice President of Strategic Services from May 2014 to July 2015. Ms. Nomura also served as the\nChief People Officer of ProService Hawaii from January 2017 to June 2018. Ms. Nomura began volunteering with the HSCPA since\n2010 through the YCPA Squad, has been the Treasurer of Kaneohe Little League since 2013, and is a member of the AICPA, where she was selected\nto attend the Leadership Academy, has served on the Association Board of Directors, and is currently serving as an at-large Council member.\nMs. Nomura is a CPA, not in public practice, and a CGMA. She is a graduate of Creighton University, where she obtained her Bachelor\nof Science in Business Administration in accounting, and of the University of Hawaii at Manoa, where she earned her Master of Accountancy\ndegree.\n\n \n\nMs. Nomura’s consulting,\naccounting and management skills and knowledge make her an important addition to our Board.\n\n \n\n*John Maris. *John\nMaris has served as a director of Horizon since the Business Combination. Dr. Maris has served as the Chief Executive Officer of Cert\nCentre Canada 3C, a privately held business that provides consulting services in the aerospace industry, since 2008. At 3C, Dr. Maris\nhas overseen flight testing, research and development, and certification services provided to aerospace organizations across the world.\nSince 1995, Dr. Maris has also served as President and Chief Executive Officer of Marinvent Corporation, a company established to develop\nprocedures and technologies to increase the efficiency and reduce the risk of aeronautical programs, including the Electronic Flight Bag\n(EFB) technology. Dr. Maris also founded Maris Worden Aerospace in 1986. From 1993 to 1995, Dr. Maris served as the Mobile Servicing System\nControl Equipment Manager for the International Space Station for the Canadian Space Agency. From 1983 to 1993, Mr. Maris was a project\nofficer and experimental test pilot for the Canadian Department of National Defense. In 1983, Dr. Maris enlisted in the Royal Canadian\nAir Force and graduated from the United States Air Force Test Pilot Course at Edwards Air Force Base in California in 1989. Dr. Maris\nsubsequently served four years as Project Officer and Experimental Test Pilot at the Aerospace Engineering Test Establishment at Cold\nLake, Alberta. In 1995, holding the rank of Major, Dr. Maris retired from the Canadian Forces to devote full-time to Marinvent Corporation.\nDr. Maris earned a B.Sc. in Aeronautical Engineering at the Imperial College of Science and Technology at London University in 1979,\nand subsequently earned a Master of Aeronautical Science degree in 1982 and a Master of Aviation Management degree in 1983, both with\nDistinction from Embry-Riddle Aeronautical University (ERAU) at Daytona Beach, Florida. In 2017, Dr. Maris received his Ph.D. from ERAU,\nearning his doctorate in Aviation Safety and Human Factors. In 2018 he was granted Affiliate Professor status at Concordia University\nin Montréal. Dr. Maris sits on a number of the Concordia University’s boards and is also on the Centre technologique\nen aérospatiale board.\n\n \n\n52\n\n \n\n \n\nDr. Maris’ vast\nexperience in the aerospace industry, both as a pilot and entrepreneur, makes him an important addition to our Board.\n\n* *\n\n*John Pinsent. *John\nPinsent has served as an independent director of Horizon since the Business Combination. In 2004. Mr. Pinsent founded St. Arnaud Pinsent\nSteman Chartered Professional Accountants (“SPS”), a chartered professional accounting firm based out of Edmonton, Alberta,\nCanada. Before founding SPS, Mr. Pinsent worked for ten years at Ernst & Young LLP, earning his Chartered Accountants designation\nin 1996. From 1986 to 1994, Mr. Pinsent served as the Controller and Vice President Finance of an Alberta based international retail organization.\nMr. Pinsent earned his Bachelor of Education and Bachelor of Commerce (AD) degrees at the University of Alberta, has an ICD.D designation\nfrom the Institute of Corporate Directors and became an FCPA in 2013. Mr. Pinsent serves as a board member of Enterprise Group, Inc.,\na Toronto Stock Exchange listed company that provides specialized equipment and services in the build out of infrastructure for energy,\npipeline, and construction industries. He also sits on the board of directors of several private companies and supports numerous non-profit\nand philanthropic initiatives. He has experience serving as board and audit committee chairs and has extensive experience in compliance\nand corporate governance in the public markets.\n\n \n\nMr. Pinsent’s experience\nproviding accounting, audit, tax and business advisory services, along with his public company and board experience, make him an important\naddition to our Board.\n\n \n\n*Jameel Janjua. *Jameel Janjua\nhas served as an independent director of Horizon since November 2025. Jameel is a world-leading expert in experimental test flight and\nhas provided leadership for space missions, billion-dollar aerospace programs, and has been an advisor to aerospace startups as they navigate\nthrough technical and business milestones. Formerly serving as a fighter pilot in the Royal Canadian Air Force and as an instructor at\nUSAF Test Pilot School, Jameel moved on to become an experimental test pilot with more than 5,500 hours flown in more than 65 aircraft.\nCurrently he is a test pilot for Virgin Galactic, an aerospace and space travel company pioneering human spaceflight. Jameel holds a Bachelor\nof Engineering from the Royal Military College of Canada, a Master of Science from MIT in Aeronautics and Aeronautics and recently earned\nan MBA from The Wharton School.\n\n \n\nMr. Janjua’s knowledge and extensive experience\nwith aerospace flight and business operations make him an important addition to our Board.\n\n \n\nFamily Relationships\n\n \n\nBrian Robinson, our Chief\nEngineer, is the father of Brandon Robinson. Jason O’Neill is the brother-in-law of Brandon Robinson. There are no other family\nrelationships among any of our directors or executive officers.\n\n \n\nBoard Composition\n\n \n\nOur business and affairs are\norganized under the direction of our Board. The Board consists of five members. The primary responsibilities of the Board are to provide\noversight, strategic guidance, counseling, and direction to our management. The Board will meet on a regular basis and additionally as\nrequired.\n\n \n\nIn accordance with our Articles,\nour Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered\nthree-year terms. The directors are assigned to the following classes:\n\n \n\n●Class I\nconsists of Ms. Nomura and Mr. Pinsent, whose terms will expire at our 2027 annual meeting of shareholders;\n\n \n\n●Class II\nconsists of Mr. Janjua and Mr. Maris, whose terms will expire at our 2028 annual meeting of shareholders; and\n\n \n\n●Class III\nconsists of Mr. Brandon Robinson, whose term will expire at our 2026 annual meeting of shareholders.\n\n \n\nAt each annual meeting of\nshareholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve\nfrom the time of election and qualification until the third annual meeting following their election and until their successors are duly\nelected and qualified. This classification of our Board may have the effect of delaying or preventing changes in our control or management.\n\n \n\n53\n\n \n\n \n\nDirector Independence\n\n \n\nAs a result of our Class A\nordinary shares being listed on the Nasdaq Capital Market, we adhere to the listing rules of Nasdaq in affirmatively determining\nwhether a director is independent. Our Board has consulted, and will consult, with its counsel to ensure that the board’s determinations\nare consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors.\nThe Nasdaq listing standards generally define an “independent director” as a person, other than an executive officer of a\ncompany or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere\nwith the exercise of independent judgment in carrying out the responsibilities of a director.\n\n \n\nEach of the directors other\nthan Mr. Brandon Robinson currently qualify as independent directors as defined under the listing rules of Nasdaq, and our board\nconsists of a majority of independent directors, as defined under the rules of the SEC and Nasdaq Listing Rules relating to\ndirector independence requirements. In addition, we are subject to the rules of the SEC and Nasdaq relating to the membership, qualifications,\nand operations of the audit committee, the compensation committee, and the nominating and corporate governance committee, as discussed\nbelow.\n\n \n\nBoard Oversight of Risk\n\n \n\nOne of the key functions of\nour Board will be informed oversight of its risk management process. The Board provides oversight function directly through the Board\nas a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight.\nIn particular, our Board will be responsible for monitoring and assessing strategic risk exposure and our audit committee will have the\nresponsibility to consider and discuss the combined company’s major financial risk exposures and the steps its management will take\nto monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management\nis undertaken. The audit committee will monitors compliance with legal and regulatory requirements. Our compensation committee assesses\nand monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.\n\n \n\nBoard Committees\n\n \n\nOur Board has established\nan audit committee, a compensation committee and a nominating and corporate governance committee. Our Board adopted a written charter\nfor each of these committees, which complies with the applicable requirements of current Nasdaq Listing Rules. Copies of the charters\nfor each committee are available on the investor relations portion of Horizon’s website. The composition and function of each committee\nwill comply with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC rules and regulations.\n\n \n\n*Audit Committee*\n\n \n\nThe members of the audit committee\nare Ms. Nomura (Chair), Mr. Janjua, and Mr. Pinsent. Our Board has determined that each of the members of the audit committee\nwill be an “independent director” as defined by, and meet the other requirements of the Nasdaq Listing Rules applicable\nto members of an audit committee and Rule 10A-3(b)(i) under the Exchange Act, including that each member of the audit committee\ncan read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination,\nthe Board examined each audit committee member’s scope of experience and the nature of their prior and current employment. The audit\ncommittee will meet on at least a quarterly basis. Both the combined company’s independent registered public accounting firm and\nmanagement intend to periodically meet privately with our audit committee.\n\n \n\n54\n\n \n\n \n\nThe primary purpose of the\naudit committee is to discharge the responsibilities of the Board with respect to our accounting, financial, and other reporting and internal\ncontrol practices and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include:\n\n \n\n●selecting\na qualified firm to serve as the independent registered public accounting firm to audit our financial statements;\n\n \n\n●helping\nto ensure the independence and performance of the independent registered public accounting firm;\n\n \n\n●discussing\nthe scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent\naccountants, our interim and year-end operating results;\n\n \n\n●developing\nprocedures for employees to submit concerns anonymously about questionable accounting or audit matters;\n\n \n\n●reviewing\npolicies on risk assessment and risk management;\n\n \n\n●reviewing\nrelated party transactions;\n\n \n\n●obtaining\nand reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control\nprocedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and\n\n \n\n●approving\n(or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent\nregistered public accounting firm.\n\n \n\n*Audit Committee Financial Expert*\n\n \n\nOur Board has determined that\nMs. Nomura qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication\nrequirements of the Nasdaq Listing Rules. In making this determination, our Board considered Ms. Nomura’s formal education,\ntraining, and previous experience in financial roles.\n\n* *\n\n*Compensation Committee*\n\n \n\nThe members of the compensation\ncommittee are Mr. Pinsent (Chair), Ms. Nomura, and Mr. Janjua. Our Board has determined that each of the members will be\nan “independent director” as defined by the Nasdaq Listing Rules applicable to members of a compensation committee. The\nBoard has determined that each of the members of the compensation committee is a non-employee director, as defined in Rule 16b-3\npromulgated under the Exchange Act and satisfy the independence requirements of Nasdaq. The compensation committee will meet from time\nto time to consider matters for which approval by the committee is desirable or is required by law.\n\n \n\n55\n\n \n\n \n\nSpecific responsibilities\nof our compensation committee include:\n\n \n\n●reviewing\nand approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating\nour Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration\n(if any) of our Chief Executive Officer based on such evaluation;\n\n \n\n●reviewing\nand approving the compensation of our other executive officers;\n\n \n\n●reviewing\nand recommending our Board the compensation of our directors;\n\n \n\n●reviewing\nour executive compensation policies and plans;\n\n \n\n●reviewing\nand approving, or recommending that our Board approve, incentive compensation and equity plans, severance agreements, change-of-control protections\nand any other compensatory arrangements for our executive officers and other senior management, as appropriate;\n\n \n\n●administering\nour incentive compensation equity-based incentive plans;\n\n \n\n●selecting\nindependent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation\nadvisors;\n\n \n\n●assisting\nmanagement in complying with our proxy statement and annual report disclosure requirements;\n\n \n\n●if\nrequired, producing a report on executive compensation to be included in our annual proxy statement;\n\n \n\n●reviewing\nand establishing general policies relating to compensation and benefits of our employees; and\n\n \n\n●reviewing\nour overall compensation philosophy.\n\n \n\n*Nominating and Corporate Governance Committee* \n\n \n\nThe members of the nominating\nand corporate governance committee are Mr. Janjua (Chair), Ms. Nomura and Mr. Pinsent. The Board determined that each of\nthe members will be an “independent director” as defined by the Nasdaq Listing Rules applicable to members of a nominating\ncommittee. The nominating and corporate governance committee will meet from time to time to consider matters for which approval by the\ncommittee is desirable or is required by law.\n\n \n\nSpecific responsibilities of our nominating and\ncorporate governance committee include:\n\n \n\n●identifying,\nevaluating and selecting, or recommending that our Board approve, nominees for election to our Board;\n\n \n\n56\n\n \n\n \n\n●evaluating\nthe performance of our Board and of individual directors;\n\n \n\n●reviewing\ndevelopments in corporate governance practices;\n\n \n\n●evaluating\nthe adequacy of our corporate governance practices and reporting;\n\n \n\n●reviewing\nmanagement succession plans; and\n\n \n\n●developing\nand making recommendations to our Board regarding corporate governance guidelines and matters.\n\n \n\n*Code of Ethics*\n\n \n\nWe have adopted a code of\nethics that applies to all of our directors, officers and employees. A copy of our code of ethics posted on the “Governance —Documents”\nportion under the “Investors” tab of our website at *https://www.horizonaircraft.com*. Information contained on or accessible\nthrough our website is not a part of this Annual Report, and the inclusion of our website address in this Annual Report is an inactive\ntextual reference only. We will provide to any person without charge, upon request, a copy of the Code. Such requests should be made in\nwriting to the following address: c/o New Horizon Aircraft Ltd., 3187 Highway 35, Lindsay, Ontario, Canada, K9V 4R1. We intend to disclose\nfuture amendments to, or waivers of, its code of ethics, as and to the extent required by SEC regulations, on our website.\n\n \n\n*Insider Trading Policy*\n\n \n\nOur Board has adopted an insider trading policy to promote compliance with federal, state and foreign securities laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) providing material nonpublic information to other persons who may trade on the basis of that information.\n\n \n\nOur insider trading policy\nprohibits our Board members, officers, employees and consultants from engaging in transactions involving options on our securities, such\nas puts, calls and other derivative securities, whether on an exchange or in any other markets. Our insider trading policy also prohibits\nour Board members, officers, employees and consultants from purchasing Company securities on margin, borrowing against Company securities\nheld in a margin account, or pledging Company securities as collateral for a loan.\n\n \n\nOur insider trading policy\npermits our executive officers and directors to enter into trading plans established according to Section 10b5-1 of the Exchange Act.\nThese plans may include specific instructions for a broker to exercise vested options and sell our common stock on behalf of the executive\nofficer or director at certain dates if our stock price is above a specified level or both. Under these plans, the executive officer or\ndirector no longer has control over the decision to exercise and sell the securities in the plan, unless he or she amends or terminates\nthe trading plan during a trading window. The purpose of these plans is to enable executive officers and directors to recognize the value\nof their compensation and diversify their holdings of our stock during periods in which the executive officer or director would be unable\nto sell our common stock because material information about us had not been publicly released.\n\n* *\n\n*Compensation Committee Interlocks and Insider Participation*\n\n \n\nNone of the members of the\ncompensation committee was at any time one of Horizon’s officers or employees. None of Horizon’s executive officers currently\nserves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that\nhas one or more executive officers that will serve as a member of our Board or compensation committee.\n\n* *\n\n57\n\n \n\n \n\n*Shareholder and Interested Party Communications*\n\n \n\nStockholders and interested\nparties may communicate with our Board, any committee chairperson or the non-management directors as a group by writing to the board or\ncommittee chairperson: c/o New Horizon Aircraft, 3187 Highway 35, Lindsay, Ontario, K9V 4R1, Canada. Each communication will be forwarded,\ndepending on the subject matter, to the Board, the appropriate committee chairperson or all non-management directors.\n\n \n\n*Limitations of Liability and Indemnification of Directors and\nOfficers*\n\n \n\nUnder section 154 of the BCBCA,\na director of a company is jointly and severally liable to restore to the company any amount paid or distributed as a result of, among\nother things, paying dividends, commissions, compensation, or giving an indemnity all contrary to the BCBCA. Under section 157 of the\nBCBCA, a director of a company will not be found liable under section 154 of the BCBCA if the director relied, in good faith, on (i) financial\nstatements of the company represented to the director by an officer of the company or in a written report of the auditor of the company,\n(ii) a written report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made\nby that person, (iii) a statement of fact represented to the director by an officer of the company to be correct, or (iv) any record,\ninformation or representation that the court considers provides reasonable grounds for the actions of the director, whether or not the\nrecord was forged, fraudulently made or inaccurate, or the information or representation was fraudulently made or inaccurate. Further,\na director of a company is not liable under section 154 of the BCBCA if the director did not know and could not reasonably have known\nthat the act done by the director or authorized by resolution voted for or consented to by the director was contrary to the BCBCA.\n\n \n\nWe have purchased and intend\nto maintain director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their\nservices to the combined company, including matters arising under the Securities Act.\n\n \n\nOur Articles provide that\nwe must indemnify all eligible parties (which includes our current, former or alternate directors and officers), and such person’s\nheirs and personal or other legal representatives, as set out in Division 5 of Part 5 of the BCBCA, against all eligible penalties to\nwhich such person is or may be liable, and we must, after the final disposition of an eligible proceeding, pay the expenses actually and\nreasonably incurred by such person in respect of that proceeding. Each director is deemed to have contracted with us on the terms of indemnity\ncontained in our Articles. In addition, we may indemnify any other person in accordance with the BCBCA.\n\n \n\nThere is no pending litigation\nor proceeding involving any of our directors, officers, employees or agents in which indemnification will be required or permitted. We\nare not aware of any threatened litigation or proceedings that may result in a claim for such indemnification.\n\n \n\nInsofar as indemnification\nfor liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling the combined\ncompany, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable.\n\n \n\nDelinquent Section\n16(a) Reports\n\n \n\nSection 16(a) of the Securities\nExchange Act of 1934 requires our directors, certain officers and any beneficial owners of more than 10% of our common stock to file reports\nrelating to their ownership and changes in ownership of our Class A ordinary shares with the SEC by certain deadlines and to furnish copies\nof such reports to us.\n\n \n\nBased solely upon a review\nof those reports and written representations provided to us by all of our directors and executive officers, except as described below,\nwe believe that during the fiscal year ended May 31, 2026, our directors, executive officers and greater than 10% stockholders timely\nfiled all reports they were required to file under Section 16(a).\n\n \n\nBased solely upon a review of those reports and written representations\nprovided to us by all of our directors and executive officers, we believe that during the fiscal year ended May 31, 2026, the following\ntransactions were not reported on a timely basis: a Form 4 filing for Brandon Robinson reporting the vesting of PSU’s that was due\non June 13, 2025, which was filed on July 10, 2025; a Form 4 filing for Brian Merker reporting the vesting of PSU’s that was due\non June 13, 2025, which was filed on July 10, 2025; a Form 4 filing for Jason O’Neill reporting the vesting of PSU’s that\nwas due on June 13, 2025, which was filed on July 10, 2025; a Form 4 filing for Stewart Lee reporting the vesting of PSU’s that\nwas due on June 13, 2025, which was filed on July 10, 2025; a Form 4 for Stewart Lee reporting an open market sale that was due on July\n1, 2025, which was filed on July 15, 2025; Form 4s for Brandon Robinson reporting the disposition of shares to cover tax withholding obligations\non each of July 22, 2025, July 23, 2025, July 18, 2025, and August 5, 2025, each of the aforementioned dispositions which was subsequently\nreported on a Form 4 filed on August 8, 2025; a Form 4 for Jason O’Neill reporting the disposition of shares to cover tax withholding\nobligations that was not filed (the aforementioned disposition was subsequently reported on a Form 4 filed on August 8, 2025); a Form\n4 for Stewart Lee reporting the disposition of shares to cover tax withholding obligations that was not filed (the aforementioned disposition\nwas subsequently reported on a Form 4 filed on August 8, 2025); Form 4s for Brandon Robinson reporting open market sales made by Robinson\nFamily Ventures Inc. on September 23, 2025 and September 24, 2025, each of which were not filed (each of the aforementioned dispositions\nwas subsequently reported on a Form 4 filed on October 3, 2025); one Form 4 for Brandon Robinson related to the vesting of PSU’s\nthat was not filed (the aforementioned transaction was subsequently reported on a Form 4 filed on October 14, 2025); one Form 4 for Brian\nMerker related to the vesting of PSU’s that was not filed (the aforementioned transaction was subsequently reported on a Form 4\nfiled on October 14, 2025); one Form 4 for Jason O’Neill related to the vesting of PSU’s that was not filed (the aforementioned\ntransaction was subsequently reported on a Form 4 filed on October 14, 2025); and one Form 4 for Stewart Lee related to the vesting of\nPSU’s that was not filed (the aforementioned transaction was subsequently reported on a Form 4 filed on October 14, 2025).\n\n \n\n58"}