{"url_path":"/sec/hovr/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director","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":1104,"has_tables":true,"body_markdown":"Item 13. Certain Relationships and Related Transactions, and Director\nIndependence.\n\n \n\nThe following is a description of certain transactions (including a\nseries of transactions) occurring during the preceding two fiscal years in which the amount involved exceeded the lesser of $USD 120 or\n1% of the average of our total assets for our two prior fiscal year ends in which any directors, director nominees, executive officers,\ngreater than 5% beneficial owners and their respective immediate family members (each, a “Related Person”) had or will have\na direct or indirect material interest, other than the compensation arrangements (including with respect to equity compensation) described\nin the sections entitled “Executive Compensation” and “Director Compensation”.\n\n \n\nWe\nintend to ensure that in accordance with the audit committee charter, that the audit committee shall conduct reasonable prior review and\noversight of all related party transactions for potential conflicts of interest, except for transactions involving the compensation of\nexecutive officers or directors, which shall be overseen by the compensation committee.\n\n \n\n*Lock-Up Agreements*\n\n \n\nCertain\nsignificant shareholders of Legacy Horizon entered into lock-up agreements (the “Lock-up Agreements”) providing\nfor a lock-up period commencing at the Closing of the Business Combination and ending on the earlier of (x) six months\nfrom the Closing, (y) the date Pono consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated\nthird party that results in all of Pono’s shareholders having the right to exchange their Pono ordinary shares for cash, securities\nor other property and (z) the date on which the closing sale price of Pono ordinary shares equals or exceeds $12.00 per share (as\nadjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days\nwithin any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Closing. In connection\nwith the Closing, Pono, Legacy Horizon, and the Sponsor waived lockup restrictions on approximately 1.69 million shares held by a non-affiliate\nHorizon shareholder. The six-month anniversary of the Closing elapsed on July 12, 2024, and the associated restrictions were removed.\n\n \n\n*Director Indemnity\nAgreements*\n\n \n\nIn\nconnection with the Closing, each of the members of the Board entered into an Indemnity Agreement with Horizon (collectively, the “Director\nIndemnity Agreements,” and each, a “Director Indemnity Agreement”).\n\n \n\nPursuant\nto Horizon’s Articles, subject to the Division 5 of Part 5 of the BCBCA, Horizon must indemnify a director, former director or alternate\ndirector of Horizon and his or her heirs and personal or other legal representatives against all eligible penalties to which such person\nis or may be liable, and Horizon must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably\nincurred by such person in respect of that proceeding.\n\n \n\n*Employment Agreements\nand Other Transactions with Executive Officers*\n\n \n\nHorizon\nhas entered into employment agreements and contractor agreements with certain of its executive officers and reimburses affiliates for\nreasonable travel-related expenses incurred while conducting business on behalf of Horizon. See the section entitled *“Executive\nCompensation — Executive Compensation Arrangements — Employment Agreements*” and — “*Contractor Agreement*.”\n\n \n\n72\n\n \n\n  \n\n*Services Proposal\nwith 3C*\n\n \n\nOn April 4, 2025, 3C delivered a services proposal to Horizon in support\nof the Company’s Cavorite X7 certification program (the “Proposal”). The Proposal outlines pricing for a range of services\nincluding certification planning, technical documentation, and regulatory engagement. Horizon is not obligated to engage 3C for any of\nthe services listed in the Proposal and retains full discretion to select specific services or phase their delivery. To date, Horizon\nhas engaged 3C to perform services at a cost of $80,000. John Maris, one of Horizon’s directors, is the Chief Executive Officer\nof 3C.\n\n \n\nRelated Party Policy\n\n \n\nUpon consummation of the Business\nCombination, our Board adopted a written Related Party Transactions Policy. Our code of ethics also requires us to avoid, wherever possible,\nall related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the\nBoard (or the audit committee). For purposes of the policy, a “related party transaction” is defined as a transactions in\nwhich (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our\nsubsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater\nthan 5% beneficial owner of Class A ordinary shares, or (c) immediate family member, of the persons referred to in clauses (a) and\n(b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial\nowner of another entity). Transactions involving compensation for services provided to us as an employee, consultant or director will\nnot be considered related party transactions under this policy. A conflict of interest can arise when a person takes actions or has interests\nthat may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or\na member of his or her family, receives improper personal benefits as a result of his or her position.\n\n \n\nOur audit committee, pursuant\nto its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.\nAll ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed\nby us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval\nby our audit committee and a majority of our uninterested “independent” directors, or the members of the board who do not\nhave an interest in the transaction, in either case who have access, at our expense, to its attorneys or independent legal counsel. We\nwill not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors\ndetermine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such\na transaction from unaffiliated third parties. Additionally, we will require each of our directors and executive officers to complete\na directors’ and officers’ questionnaire that elicits information about related party transactions.\n\n \n\nThese procedures are intended\nto determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the\npart of a director, employee or officer.\n\n \n\nDirector Independence\n\n \n\nThe\ninformation contained under the heading “Director Independence” in Part III, Item 10. “*Directors, Executive Officers\nand Corporate Governance*” is incorporated by reference herein.\n\n \n\n73"}