{"url_path":"/sec/hovr/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 Form 10-K Summary.","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":11289,"has_tables":true,"body_markdown":"Item 16. Form 10-K Summary.\n\n \n\nNone.\n\n \n\n75\n\n \n\n \n\nNEW HORIZON AIRCRAFT LTD.\n\n \n\nINDEX TO FINANCIAL STATEMENTS\n\n \n\n    Page\n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID: 1930)](#f_001)   F-2\n\n[Consolidated Balance Sheets as at May 31, 2026 and May 31, 2025](#f_002)   F-3\n\n[Consolidated Statements of Operations for the years ended May 31, 2026 and May 31, 2025](#f_003)   F-4\n\n[Consolidated Statements of Stockholder’s Equity for the years ended May 31, 2026 and May 31, 2025](#f_004)   F-5\n\n[Consolidated Statements of Cash Flows for the years ended May 31, 2026 and May 31, 2025](#f_005)   F-6\n\n[Notes to Consolidated Financial Statements](#f_006)   F-7\n\n \n\nF-1\n\n \n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n \n\nTo the Board of Directors and Shareholders of New Horizon Aircraft Ltd.\n\n \n\nOpinion on the Consolidated Financial Statements\n\n \n\nWe have audited the accompanying consolidated balance sheets of New Horizon Aircraft Ltd. (the “Company”) as at May 31, 2026 and 2025, and the related consolidated statements of operations, changes in shareholders’ equity (deficit), and cash flows for each of the years in the two-year period ended May 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).\n\n \n\nIn our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at May 31, 2026 and 2025, and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended May 31, 2026, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\nMaterial Uncertainty Related to Going Concern\n\n \n\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\nBasis for Opinion\n\n \n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n \n\n/s/ MNP LLP\n\nChartered Professional Accountants\n\nLicensed Public Accountants\n\n \n\nWe have served as the Company’s auditor since 2024.\n\n \n\nToronto, Canada\n\n \n\nJuly 16, 2026\n\n \n\nF-2\n\n \n\nNEW HORIZON AIRCRAFT LTD.\n\nCONSOLIDATED BALANCE SHEETS\n\nAS AT MAY 31, 2026 AND MAY 31, 2025\n\nEXPRESSED IN CANADIAN DOLLAR 000’S, EXCEPT\nSHARE AMOUNTS\n\n \n\n \n \nMay 31,\n2026\n \n \nMay 31,\n2025\n \n\n \n \n \n \n \n \n \n\nAssets:\n \n \n \n \n \n \n\nCurrent assets:\n \n \n \n \n \n \n\nCash and cash equivalents   $ 78,279     $ 7,547  \n\nPrepaid expenses     3,769       530  \n\nAccounts receivable     798       96  \n\nTotal current assets     82,846       8,173  \n\nOperating lease assets     72       30  \n\nProperty and equipment, net     878       209  \n\nTotal Assets   $ 83,796     $ 8,412  \n\n \n \n \n \n \n \n \n \n \n\nLiabilities and Shareholders’ Equity:\n \n \n \n \n \n \n \n \n\nCurrent liabilities:\n \n \n \n \n \n \n \n \n\nAccounts payable   $ 2,771     $ 679  \n\nAccrued liabilities     818       625  \n\nOperating lease liabilities     51       22  \n\nTotal current liabilities     3,640       1,326  \n\nWarrant liabilities     9,025       4,488  \n\nOperating lease liabilities     21       8  \n\nTotal Liabilities     12,686       5,822  \n\n \n \n \n \n \n \n \n \n \n\nShareholders’ Equity:\n \n \n \n \n \n \n \n \n\nClass A ordinary shares, no par value; 100,000,000 shares authorized; 61,762,929 issued and outstanding (32,325,709 as of May 31, 2025)     166,670       84,562  \n\nClass A ordinary shares to be issued     35          \n\nPreferred shares, no par value; unlimited authorized; 4,500 issued and outstanding (4,500 as of May 31, 2025)     6,277       6,277  \n\nAdditional paid-in capital     (59,293 )     (78,766 )\n\nAccumulated deficit     (42,579 )     (9,483 )\n\nTotal Shareholders’ Equity     71,110       2,590  \n\nTotal Liabilities and Shareholders’ Equity   $ 83,796       8,412  \n\n  \n\n*The accompanying notes are an integral part\nof these consolidated financial statements.*\n\n \n\nF-3\n\n \n\nNEW HORIZON AIRCRAFT LTD.\n\nCONSOLIDATED STATEMENTS OF OPERATIONS\nAND COMPREHENSIVE INCOME (LOSS)\n\nEXPRESSED IN CANADIAN\nDOLLAR 000’S, EXCEPT PER SHARE AMOUNTS\n\n \n\n \n \nFor the year-ended\n \n\n \n \nMay 31,\n2026\n \n \nMay 31,\n2025\n \n\nOperating expenses\n \n \n \n \n \n \n\nResearch and development   $ 13,244     $ 3,660  \n\nGeneral and administrative     10,224       9,925  \n\nTotal operating expenses     23,468       13,585  \n\nLoss from operations     (23,468 )     (13,585 )\n\nOther (income) expenses     (503 )     10  \n\nInterest income     (671 )     (123 )\n\nChange in fair value of Warrants     10,802       1,988  \n\nChange in fair value of Forward Purchase Agreement     -       740  \n\nTermination of Forward Purchase Agreement     -       (21,400 )\n\nTotal other expenses (income)     9,628       (18,785 )\n\nIncome (Loss) before income taxes     (33,096 )     5,200  \n\nIncome tax expense     -       -  \n\nNet Income (Loss) and Comprehensive Income (Loss)   $ (33,096 )   $ 5,200  \n\n \n \n \n \n \n \n \n \n \n\nIncome (Loss) per share:\n \n \n \n \n \n \n \n \n\nBasic:   $ (0.77 )   $ 0.20  \n\nDiluted:   $ (0.77 )   $ 0.17  \n\n \n \n \n \n \n \n \n \n \n\nShares used in computing Income (Loss) per share:\n \n \n \n \n \n \n \n \n\nBasic:     43,046,980       25,844,200  \n\nDiluted:     43,046,980       30,760,145  \n\n* *\n\n*The accompanying notes are an integral part\nof these consolidated financial statements.*\n\n \n\nF-4\n\n \n\nNEW HORIZON AIRCRAFT LTD.\n\nCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’\nEQUITY (DEFICIT)\n\nEXPRESSED IN CANADIAN DOLLAR 000’S, EXCEPT\nSHARE AMOUNTS\n\n \n\n \n \nClass A\nOrdinary Shares\n \n \nClass A Ordinary\nShares to be Issued\n \n \nPreferred Shares\n \n \nAdditional\nPaid-in\n \n \n \n \n \nTotal\nShareholders’\nEquity\n \n\n \n \nShares\n \n \nAmount\n \n \nShares\n \n \nAmount\n \n \nShares\n \n \nAmount\n \n \nCapital\n \n \nDeficit\n \n \n(Deficit)\n \n\nBalance at May 31, 2025     32,325,709     $ 84,562       —     $ —       4,500     $ 6,277     $ (78,766 )   $ (9,483 )   $ 2,590  \n\nStock-based Compensation     —       —       —       —       —       —       710       —       710  \n\nNet Loss     —       —       —       —       —       —       —       (33,096 )     (33,096 )\n\nIncentive Shares Issued     2,522,226       2,658       19,401       32       —       —       3,790       —       6,480  \n\nStock options exercised     36,721       28       —       —       —       —       —       —       28  \n\nPre-Funded Warrants Exercised     —       7,532       2,413,617       3       —       —       (7,532 )     —       3  \n\nGeneral Warrants Exercised     3,200,000       3,280       —       —       —       —       6,263       —       9,543  \n\nRDO I     9,254,889       24,342       —       —       —       —       694       —       25,036  \n\nRDO II     5,385,646       16,416       —       —       —       —       15,548       —       31,964  \n\nClass A Ordinary Shares Issued under Sales Agreement     9,037,738       27,852       —       —                       —       —       27,852  \n\nBalance at May 31, 2026     61,762,929       166,670       2,433,018     $ 35       4,500     $ 6,277     $ (59,293 )   $ (42,579 )   $ 71,110  \n\n \n\n \n \nClass A\nOrdinary Shares\n \n \nClass A Ordinary\n\nShares to be Issued\n \n \nPreferred Shares\n \n \nAdditional\nPaid-in\n \n \n \n \n \nTotal\nShareholders’\nEquity\n \n\n \n \nShares\n \n \nAmount\n \n \nShares\n \n \nAmount\n \n \nShares\n \n \nAmount\n \n \nCapital\n \n \nDeficit\n \n \n(Deficit)\n \n\nBalance at May 31, 2024     18,607,931     $ 74,406       —     $ —       —     $ —     $ (77,656 )   $ (14,683 )   $ (17,933 )\n\nStock-based Compensation     —       —       —       —       —       —       815       —       815  \n\nNet Income     —       —       —       —       —       —       —       5,200       5,200  \n\nIncentive Shares Issued     220,549       677       —       —       —       —       —       —       677  \n\nGeneral Warrants Issuance     —       —       —       —       —       —       (5,157 )     —       (5,157 )\n\nPre-Funded Warrants Exercised     3,000,000       1,925       —       —       —       —       —       —       1,925  \n\nGeneral Warrants Exercise     2,590,000       2,787       —       —       —       —       3,232       —       6,019  \n\nClass A Shares Ordinary Issued under Sales Agreement     940,562       880       —       —       —       —       —       —       880  \n\nOther Class A Ordinary Shares Issued     6,966,667       3,887       —       —       —       —       —       —       3,887  \n\nPreferred Shares Issued     —       —       —       —       4,500       6,277       —       —       6,277  \n\nBalance at May 31, 2025     32,325,709     $ 84,562       —     $ —       4,500     $ 6,277     $ (78,766 )   $ (9,483 )   $ 2,590  \n\n \n\n*The accompanying notes are an integral part\nof these consolidated financial statements.*\n\n \n\nF-5\n\n \n\nNEW HORIZON AIRCRAFT LTD.\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n\nEXPRESSED IN CANADIAN DOLLAR 000’S\n\n \n\n \n \nYear-ended\n \n\n \n \nMay 31,\n2026\n \n \nMay 31,\n2025\n \n\nCash Flows from Operating Activities:\n \n \n \n \n \n \n\nNet Income (Loss)   $ (33,096 )   $ 5,200  \n\nAdjustments to reconcile net loss to net cash used in operating activities:\n \n \n \n \n \n \n \n \n\nDepreciation and amortization     298       138  \n\nStock-based compensation     7,159       1,492  \n\nRegistered Share Offering Costs     —       290  \n\nChange in fair value of Forward Purchase Agreement     —       740  \n\nGain on Termination of Forward Purchase Agreement     —       (21,400 )\n\nChange in Warrant liability     10,802       1,988  \n\nChanges in operating assets and liabilities:\n \n \n \n \n \n \n \n \n\nPrepaid expenses     (3,239 )     1,901  \n\nAccounts receivable     (702 )     321  \n\nAccounts payable     2,092       (36 )\n\nAccrued liabilities     193       51  \n\nOperating leases     1       3  \n\nNet cash used in operating activities     (16,492 )     (9,312 )\n\n \n \n \n \n \n \n \n \n \n\nCash Flows used in Investing Activities:\n \n \n \n \n \n \n \n \n\nPurchase of property and equipment     (967 )     (142 )\n\nNet cash used in investing activities     (967 )     (142 )\n\n \n \n \n \n \n \n \n \n \n\nCash Flows from Financing Activities:\n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n\nNet Proceeds from Sales Agreement     27,852       880  \n\nProceeds from RDO I     27,232       —  \n\nRDO I Costs     (2,196 )     —  \n\nProceeds from RDO II     34,571       —  \n\nRDO II Costs     (2,611 )     —  \n\nProceeds from Class A Ordinary Shares to be Issued     35       —  \n\nProceeds from Registered Securities Offering     —       3,947  \n\nRegistered Share Offering Costs     —       (510 )\n\nProceeds from exercise of stock options     28       —  \n\nNet Proceeds from Issuance of Class A Ordinary shares     —       2,082  \n\nNet Proceeds from Issuance of Preferred Shares     —       6,277  \n\nForward Purchase Agreement termination     —       (278 )\n\nProceeds from Warrants exercised     3,280       2,787  \n\nNet cash provided by financing activities     88,191       15,185  \n\n \n \n \n \n \n \n \n \n \n\nNet Change in Cash and Cash Equivalents     70,732       5,731  \n\nCash and Cash Equivalents - Beginning of year     7,547       1,816  \n\nCash and Cash Equivalents - End of year   $ 78,279     $ 7,547  \n\n \n \n \n \n \n \n \n \n \n\nTaxes paid   $ —     $ —  \n\nInterest paid   $ 1     $ 1  \n\n \n\n*The accompanying notes are an integral part\nof these consolidated financial statements.*\n\n \n\nF-6\n\n \n\nNEW HORIZON AIRCRAFT LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nEXPRESSED IN CANADIAN DOLLAR 000’S, EXCEPT\nPER SHARE AMOUNTS\n\n \n\nNOTE 1. Organization and Nature of Business\n\n \n\nOrganization and Nature of Business\n\n \n\nNew Horizon Aircraft Ltd. (the “Company”, “Horizon”, “we,” “us” or “our”), a British Columbia corporation, with headquarters located in Lindsay, Ontario, is an aerospace company. The Company was incorporated on March 11, 2022.\n\n \n\nThe Company is designing and developing a hybrid-electric vertical takeoff and landing (“eVTOL”) prototype aircraft for use in future regional air mobility (“RAM”) networks.\n\n \n\nBusiness Combination\n\n \n\nOn February 14, 2023, the Company consummated an initial public offering (“IPO”). On January 12, 2024 (the “Closing date”), the Company consummated a merger (the “Merger”) with Pono Three Merger Acquisitions Corp., a British Columbia company (“Merger Sub”) and wholly-owned subsidiary of Pono Capital Three, Inc. (“Pono”), with and into Robinson Aircraft Ltd. (“Robinson”) pursuant to an agreement and plan of merger, dated as of August 15, 2023, (as amended by a Business Combination Agreement Waiver, dated as of December 27, 2023) by and among Pono, Merger Sub, Horizon, and Robinson.\n\n \n\nThe Merger and other transactions contemplated thereby (collectively, the “Business Combination”) closed on January 12, 2024, when, pursuant to the Business Combination Agreement, Merger Sub merged with and into Robinson, surviving the Merger as a wholly owned subsidiary of Pono. Pono changed its name to “New Horizon Aircraft Ltd.” and the business of Robinson became the business of New Horizon Aircraft Ltd.\n\n  \n\nThe consolidated financial statements included in this report reflect (i) the historical operating results of Robinson prior to the Business Combination (“Legacy Horizon”); (ii) the combined results of Pono and Legacy Horizon following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Horizon at their historical cost; and (iv) the Company’s equity structure for all periods presented.\n\n \n\nNOTE 2. Going Concern and Liquidity\n\n \n\nThese consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s development plans. Funding of these activities has primarily been through the net proceeds received from the issuance of Class A ordinary shares and Preferred shares, as well as the issuance of related and third-party convertible debt and non-dilutive government grants.\n\n \n\nF-7\n\n \n\nHorizon is a pre-revenue organization that is currently building a full-scale technical demonstrator aircraft in pursuit to certify its Cavorite X7 aircraft. Management estimates that cash on-hand of $78.3 million will be sufficient to fund our current operating plan for at least the next 12 months from the date these consolidated financial statements were available to be issued. There is substantial doubt around the Company’s ability to meet the going concern assumption beyond that period without securing additional capital.\n\n \n\nThere can be no assurance that we will be successful in achieving our business plans, that our current capital will be sufficient to support our ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If events or circumstances occur such that we do not meet our business plans, we may be required to raise additional capital, alter, or scale back our aircraft design, development, and certification programs, or be unable to fund capital expenditures. Any such events could have a material adverse effect on our financial position, results of operations, cash flows, and ability to execute our business plans.\n\n \n\nNOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n\n \n\nBasis of Presentation\n\n \n\nPrinciples of Consolidation and Financial Statement Presentation\n\n \n\nThe accompanying consolidated financial statements are presented in Canadian dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These consolidated financial statements include all the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation. These consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. These consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for warrant liabilities recorded at fair value. All figures are in thousands of Canadian dollars unless noted otherwise.\n\n \n\nEmerging Growth Company\n\n \n\nThe Company is an “emerging growth company,” as defined in Section 2 (a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.\n\n \n\nF-8\n\n \n\nFurther, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (specifically, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.\n\n \n\nUse of Estimates\n\n \n\nThe preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make judgements, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.\n\n \n\nMaking judgements, estimates, and assumptions requires management to exercise significant approximations. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating an estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.\n\n \n\nManagement believes the most significant judgements, estimates, and assumptions for the period include those in connection with Financial Instruments, Going Concern, and stock-based compensation.\n\n \n\nCash and Cash Equivalents\n\n \n\nThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $42.2 million of cash equivalents as of May 31, 2026 (May 31, 2025 – nil).\n\n \n\nIncome Taxes\n\n \n\nIncome taxes are provided in accordance with ASC Topic 740, *Income Taxes *(“ASC 740”). A deferred tax asset or liability is recorded for all temporary differences between income for financial statement purposes and income for tax purposes as well as operating loss carry forwards. Deferred tax expenses or recovery result from the net change during the year of deferred tax assets and liabilities. Any interest and penalties are recorded as part of income tax expense.\n\n \n\nDeferred tax assets are reduced by a valuation allowance, when, in the opinion of management, it is likely that some portion of the deferred tax asset will not be realized. Deferred taxes are adjusted for the effects of changes in tax laws and rates. Interest and penalties, if applicable, are recorded in the Company’s statement of operations.\n\n \n\nNet Income (loss) Per Share\n\n \n\nBasic Net Income (loss) per share is calculated by dividing Net Income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding. Certain Stock options, PSU’s, Preferred Shares, and Warrants were excluded from the computation of diluted Net Income (loss) per share, as including them would have been anti-dilutive.\n\n \n\nF-9\n\n \n\nFair Value of Financial Instruments\n\n \n\nThe Company applies ASC Topic 820, *Fair Value Measurement* (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.\n\n \n\nThe carrying amounts reflected in the consolidated balance sheets for current assets and current liabilities approximate fair value due to their short-term nature.\n\n \n\nLevel 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.\n\n \n\nLevel 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.\n\n \n\nLevel 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.\n\n  \n\nResearch and Development Costs\n\n \n\nThe research and development costs are accounted for in accordance with *ASC 730, Research and Development*, which requires all research and development costs be expensed as incurred.\n\n \n\nGeneral and Administrative Costs\n\n \n\nGeneral and administrative expenses primarily consist of personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal and human resource functions. Other costs include business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including allocated depreciation, rent, information technology costs and utilities.\n\n \n\nStock-based Compensation\n\n \n\nOur stock-based compensation awards consist of stock options, shares issued for services, and performance share units (“PSU’s”) granted to employees and consultants. We recognize stock-based compensation expense in accordance with the provisions of ASC 718, *Compensation - Stock Compensation*(“ASC 718”). ASC 718 requires the measurement and recognition of compensation expense for all stock-based compensation awards to be based on the grant date fair values of the awards as determined on the date of grant. When the observable market price or volatility that the Company uses to determine grant date fair value does not reflect certain material non-public information known to the Company but unavailable to marketplace participants at the time the market price is observed, the Company determines whether an adjustment to the observable market price is required. The Company recognizes stock-based compensation expense over the estimated life of the awards, and accounts for any forfeitures as they occur. The Company accounts for awards containing market-based vesting condition based on the probability of achieving each of the performance goals at the end of each reporting period and recognizes expense over the expected life of the award, when achievement of the goal is determined to be probable, and adjusts the expense if the probability of achieving the goal later changes. The Company selected the Black-Scholes-Merton (“Black-Scholes”) option-pricing model as the method for determining the estimated fair value for stock options and the Monte Carlo simulation model as the method for determining the estimated fair value of PSU’s. Both the Black-Scholes and Monte Carlo models require the use of highly subjective and complex assumptions, which determine the fair value of share-based awards, including the award’s expected term, expected volatility of the underlying stock, risk-free interest rate and expected dividend yield.\n\n \n\nF-10\n\n \n\nProperty and Equipment, Net\n\n \n\nProperty and equipment is stated at historical cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation is removed from the accounts, and any difference between the selling price and net carrying amount is recorded as a gain or loss in the statements of operations and comprehensive loss. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets.\n\n \n\nDepreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows:\n\n \n\n    Useful life (years)  \n\nComputer Equipment     5  \n\nWebsite Development     3  \n\nSoftware     3  \n\nVehicles     7  \n\nTools & Equipment     5  \n\nLeasehold Improvements     Lease term   \n\n \n\nImpairment of Long-Lived Assets\n\n \n\nWe review our long-lived assets, consisting primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being or intended to be used, a significant adverse change in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. We perform impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows attributable to such assets including any cash flows upon their eventual disposition to their carrying value. If the carrying value of the assets exceeds the forecasted undiscounted cash flows, then the assets are written down to their fair value. We determined there was no indicator of impairment of long-lived assets during all periods presented.\n\n \n\nDerivative Financial Instruments\n\n \n\nThe Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, *Derivatives and Hedging* (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For derivative instruments that are classified as equity, the derivative instruments are initially measured at fair value (or allocated value), and subsequent changes in fair value are not recognized so long as the contracts continue to be classified in equity.\n\n \n\nF-11\n\n \n\nThe Company’s Forward Purchase Agreement was recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognized the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement was measured at fair value using a simulation model. The Forward Purchase Agreement was terminated on November 1, 2024.\n\n \n\nWarrants\n\n \n\nThe Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.\n\n \n\nFor issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and revalued at each balance sheet date thereafter using the Black-Scholes model, for warrants that are not publicly traded. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.\n\n   \n\nThe warrants were determined to be recorded as liabilities and are classified as Level 3 due to the lack of observable market quotes.\n\n \n\nPublic Warrants\n\n \n\nThe measurement of the Public Warrants as of May 31, 2026, is classified as Level 1 due to the use of an observable market quote in an active market under the ticker “HOVRW.” The quoted price of the Public Warrants was $USD 0.54 per warrant as of May 31, 2026.\n\n \n\nForeign Currency\n\n \n\nThe Company determined that the local currency is the functional currency for its foreign operations. Net gains and losses resulting from foreign currency transactions are included in Other income in the accompanying consolidated statements of operations.\n\n \n\nLeases\n\n \n\nThe Company accounts for leases in accordance with ASC 842, Leases, and determines if an arrangement is a lease at its inception. Right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments for a term similar to the lease term in a similar economic environment as the lease. The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options.\n\n \n\nLease expense for leases is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset.\n\n \n\nGovernment Grants\n\n \n\nThe Company receives payments from government entities primarily for research and development deliverables as part of ongoing development of the Company’s technology and future services offering. Under the Company’s accounting policy for government grants received as a payment for research and development services, grants are recognized on a systematic basis over the periods in which these services are provided and are presented as other income in the statement of operations.\n\n \n\nRecent Accounting Standards\n\n  \n\n*Recently Adopted Accounting Pronouncements*\n\n \n\nIn November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements through enhanced disclosures about significant segment expenses, interim segment profit or loss and assets, and how the CODM uses reported segment profit or loss information in assessing segment performance and allocating resources. The Company adopted ASU 2023-07 effective June 1, 2024.\n\n \n\nF-12\n\n \n\n*Recently Issued Accounting Pronouncements Not Yet Adopted*\n\n \n\nIn November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of additional information about specific expense categories in the notes to the financial statements. The update is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The update can be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any of all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures within its consolidated financial statements.\n\n \n\nIn December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes the accounting for government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income. The update is effective for annual periods beginning after December 15, 2028, and interim periods beginning within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If a business entity adopts the amendments in this Update in an interim reporting period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures within its consolidated financial statements.\n\n \n\nNo other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s financial statements.\n\n \n\nNOTE 4. Balance Sheet Components\n\n \n\nProperty and Equipment, net\n\n \n\nProperty and equipment consist of the following:\n\n \n\n    Year-Ended  \n\n    May 31,\n2026     May 31,\n2025  \n\nComputer Equipment   $ 261     $ 103  \n\nLeasehold Improvements     245       123  \n\nTools and Equipment     626       —  \n\nWebsite Development     152       152  \n\nVehicles     16       16  \n\nSoftware     61       —  \n\n      1,361       394  \n\nAccumulated Depreciation     (483 )     (185 )\n\nTotal Property and Equipment, net   $ 878     $ 209  \n\n \n\nDepreciation expenses of $298 for the year ended May 31, 2026 (May 31, 2025 - $138), has been recorded in the consolidated statements of operations, of which $139 (May 31, 2025 - $70) was recorded in Research and Development expenses with the remainder in General and Administrative expenses.\n\n \n\nF-13\n\n \n\nPrepaid Expenses\n\n \n\nPrepaid Expenses consisted of the following:\n\n \n\n    May 31,\n2026     May 31,\n2025  \n\nPrepaid insurance   $ 350     $ 436  \n\nPrepaid software     133       4  \n\nPrepaid capital market services     —       89  \n\nPrepaid aircraft development equipment     2,933       —  \n\nOther general prepaid expenses     353       1  \n\nTotal Prepaid expenses   $ 3,769     $ 530  \n\n \n\nAccrued Liabilities\n\n \n\nAccrued Expenses consisted of the following:\n\n \n\n    May 31,\n2026     May 31,\n2025  \n\nAccrued professional fees   $ 582     $ 439  \n\nAccrued employee costs     206       171  \n\nOther accrued liabilities     30       15  \n\nTotal Accrued Liabilities   $ 818     $ 625  \n\n  \n\nNOTE 5. Segmented Reporting\n\n \n\nOperating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates as a single operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis. The CODM uses net income (loss) for purposes of making operating decisions, allocating resources, and evaluating financial performance. Given the Company’s pre-revenue operating stage, it currently has no concentration exposure to products, services, or customers. Segmented asset information is not used by the CODM to allocate resources.\n\n \n\nNOTE 6. Common Stock\n\n \n\nThe Company’s common stock and warrants trade on the NASDAQ stock exchange under the symbol “HOVR” and “HOVRW”, respectively. Pursuant to the terms of the Company’s Articles and Notice of Articles, the Company is authorized to issue the following shares and classes of capital stock, each with no par value: (i) an unlimited number of Class A ordinary shares; and (ii) an unlimited number of Class B ordinary shares. The holder of each Class A ordinary share is entitled to one vote.\n\n \n\nRegistered Securities Offering\n\n \n\nOn August 21, 2024, the Company completed a registered securities offering (“RSO”) by issuing 2,800,000 Class A ordinary shares, 3,000,000 Pre-Funded Warrants (“PFW’s”), and 5,800,000 General Warrants. The proceeds received by the Company are summarized below:\n\n \n\nGross Proceeds - Class A Shares   $ 1,906  \n\nGross Proceeds - PFW’s     2,041  \n\nGross Proceeds - Warrant Exercises     2,787  \n\nDirect costs     (510 )\n\nNet Proceeds   $ 6,224  \n\n \n\nF-14\n\n \n\nPFW’s may be exercised by warrant holders at any time at a nominal exercise price as they were funded in connection with the RSO. Upon exercise, each PFW may be exchanged for one Class A ordinary share. All 3 million PFW’s were exercised during the year-ended May 31, 2025.\n\n \n\nDuring the year-ended May 31, 2026, warrant holders exercised 3,200,000 (May 31, 2025 - 2,590,000) warrants in exchange for 3,200,000 (May 31, 2025 - 2,590,000) Class A ordinary shares for proceeds of $3,280 (May 31, 2025 - $2,787).\n\n \n\nRegistered Direct Offering I\n\n \n\nOn May 8, 2026, the Company completed a registered direct offering (“RDO I”) by issuing 9,254,889 Class A ordinary shares. There were 277,647 warrants issued to the placement agent to purchase an equivalent number of Class A ordinary shares at an exercise price of $USD 2.47. Proceeds received by the Company in connection with RDO I are summarized below:\n\n \n\nGross Proceeds - Class A ordinary shares   $ 27,232  \n\nDirect costs   $ (2,196 )\n\nNet Proceeds   $ 25,036  \n\nPlacement warrants allocated to additional paid-in capital   $ 694  \n\nClass A ordinary shares   $ 24,342  \n\n \n\nRDO I Warrants\n\n \n\nIn connection with the Company’s RDO I on May 8, 2026, there were 277,647 warrants issued, of which all remain outstanding as of May 31, 2026. These warrants were classified as equity and are recorded as a component of additional paid-in capital on the consolidated balance sheets. The Company used the Black-Scholes model to value these warrants with the following assumptions:\n\n \n\n    May 8,\n2026  \n\nRedemption Price (USD)   $ 2.47  \n\nStock Price (USD)   $ 2.39  \n\nVolatility     101 %\n\nTerm (years)     5  \n\nRisk-free rate     4.35 %\n\n \n\nRegistered Direct Offering II\n\n \n\nOn May 27, 2026, the Company completed a second registered direct offering (“RDO II”) by issuing 5,385,646 Class A ordinary shares and 4,574,514 PFW’s, of which 2,160,897 remain outstanding as of May 31, 2026. There were 298,805 RDO II Warrants issued to the placement agent to purchase an equivalent number of Class A ordinary shares at an exercise price of $USD 2.89. Proceeds received by the Company are summarized below:\n\n \n\nGross Proceeds - Class A ordinary shares   $ 18,697  \n\nGross Proceeds - PFW’s   $ 15,874  \n\nGross Proceeds - PFW Exercises   $ 3  \n\nDirect costs   $ (2,611 )\n\nNet Proceeds   $ 31,963  \n\nPlacement warrants allocated to additional paid-in capital   $ 872  \n\nPFW’s allocated to additional paid-in capital   $ 14,675  \n\nClass A ordinary shares   $ 16,416  \n\n \n\nPFW’s may be exercised by warrant holders at any time at a nominal exercise price as they were funded in connection with RDO II. Upon exercise, each PFW may be exchanged for one Class A ordinary share. During the year-ended May 31, 2026, 2,413,617 PFW’s were exercised. The Class A ordinary shares related to these exercised PFW’s were not yet issued as of May 31, 2026, and are classified as Class A ordinary shares to be issued in the Company’s consolidated balance sheets. The remainder of these PFW’s were exercised on July 14, 2026, with the corresponding Class A ordinary shares issued on the same date.\n\n \n\nRDO II Warrants\n\n \n\nIn connection with the Company’s RDO II on May 27, 2026, there were 298,805 warrants issued, of which all remain outstanding as of May 31, 2026. These warrants were classified as equity and are recorded as a component of additional paid-in capital on the consolidated balance sheets. The Company used the Black-Scholes model to value these warrants with the following assumptions:\n\n \n\n    May 27,\n2026  \n\nRedemption Price (USD)   $ 2.89  \n\nStock Price (USD)   $ 2.76  \n\nVolatility     101 %\n\nTerm (years)     5  \n\nRisk-free rate     4.56 %\n\n \n\nF-15\n\n \n\nWarrants Summary\n\n \n\nA summary of warrant activity for the Company excluding the PFW’s is as follows:\n\n \n\n    Number of\nWarrants     Weighted\nAverage\nExercise\nPrice\n($USD)     Weighted\nAverage\nRemaining\nContractual Life\n(years)     Aggregate\nIntrinsic\nValue\n($USD)  \n\nOutstanding warrants May 31, 2024     12,065,375     $ 11.50       4.0     $ —  \n\nIssued     8,800,000     $ 0.49       4.3       —  \n\nExercised     (5,590,000 )   $ 0.35       4.7       —  \n\nOutstanding warrants, May 31, 2025     15,275,375     $ 9.24       3.7     $ 955  \n\nIssued     576,452     $ 2.69       5.0     $ 137  \n\nExercised     (3,200,000 )   $ 0.75       3.7     $ 3,555  \n\nOutstanding warrants May 31, 2026     12,651,827     $ 11.09       2.8     $ 159  \n\n  \n\nPreferred Shares\n\n  \n\nOn December 18, 2024, the Company entered into subscription agreements with a third-party investor pursuant to which the Company issued an aggregate of 4,166,667 Class A ordinary shares of the Company at a price of $USD 0.36 per share, and an aggregate of 4,500 Series A preferred shares of the Company at a price of $USD 1,000 per share. The financing closed on December 19, 2024.\n\n \n\nThe Series A Preferred Shares are convertible, at the option of the holder and without additional consideration, into Class A ordinary Shares on a one for 2222.222222 basis. The proceeds received by the Company are summarized below:\n\n \n\nGross Proceeds - Class A Shares   $ 2,100  \n\nGross Proceeds - Preferred Shares     6,300  \n\nDirect costs     (41 )\n\nNet Proceeds   $ 8,359  \n\n \n\nAt-the-Market Program\n\n \n\nIn March 2025 the Company filed a shelf registration statement on Form S-3 with the SEC and a related prospectus pursuant to which it may, from time to time, sell shares of its Class A ordinary shares, having an aggregate value of up to $USD 6.25 million, pursuant to a Capital on Demand™ Sales Agreement (the “Sales Agreement”) with a placement agent for the sale of its Class A ordinary shares.\n\n \n\nOn June 27, 2025, we filed a prospectus supplement to increase the maximum aggregate offering price of the Class A ordinary shares issuable under the Sales Agreement to up to an additional aggregate $USD 16.5 million of Class A ordinary shares. On October 31, 2025, the Company filed a prospectus supplement to increase the maximum aggregate offering price of the Class A ordinary shares issuable under the Sales Agreement to $USD 50 million of Class A ordinary shares. On May 26, 2026, the Company filed a prospectus supplement to decrease the maximum aggregate offering price of the Class A ordinary shares issuable under the Sales Agreement to $USD 28 million of Class A ordinary shares.\n\n \n\nDuring the year-ended May 31, 2026, the Company sold 9,037,738 (May 31, 2025 – 940,562) Class A ordinary shares under the Sales Agreement for net proceeds of $27.9 million (May 31, 2025 - $880). As of May 31, 2026, the Company had $USD 6.6 million remaining eligible for sales under the Sales Agreement.\n\n \n\nNOTE 7. Fair Value Measurements\n\n \n\nThe following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of May 31, 2026, and May 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:\n\n \n\nDescription   Amount at Fair Value     Level 1     Level 2     Level 3  \n\nMay 31, 2026                                \n\nLiabilities                                \n\nPublic Warrant Liabilities   $ 8,569     $ 8,569       —       —  \n\nOther Warrants Liabilities   $ 456     $ —     $ —     $ 456  \n\nTotal   $ 9,025     $ 8,569     $ —     $ 456  \n\n \n\nF-16\n\n \n\nDescription   Amount at Fair Value     Level 1     Level 2     Level 3  \n\nMay 31, 2025                                \n\nLiabilities                                \n\nPublic Warrant Liabilities   $ 1,264     $ 1,264       —       —  \n\nOther Warrant Liabilities   $ 3,224     $ —     $ —     $ 3,224  \n\nTotal   $ 4,488     $ 1,264     $ —     $ 3,224  \n\n \n\nLevel 1 Fair Value Measurements - Public Warrant Liabilities\n\n \n\nThe measurement of the public warrants is classified as Level 1 due to the use of an observable market quote in an active market under the ticker “HOVRW”. The quoted price of the public warrants was $USD 0.54 and $USD 0.08 per warrant as of May 31, 2026, and 2025, respectively. There were 11,500,000 Public Warrants outstanding for all periods presented, with an exercise price of $USD 11.50 and expiry on January 12, 2029. Based on the values of the Public Warrants on each measurement date, the Company recorded a Change in fair value of Warrants in the consolidated income statements of $7,305 for the year-ending May 31, 2026 (2025 - $715).\n\n \n\nLevel 3 Fair Value Measurements - Other Warrant Liabilities\n\n \n\nOther Warrant Liabilities include the following two components:\n\n \n\n    May 31,\n2026     May 31,\n2025  \n\nGeneral Warrant Liabilities   $ 34     $ 3,162  \n\nPlacement Warrant Liabilities   $ 422     $ 62  \n\nTotal Other Warrant Liabilities   $ 456     $ 3,224  \n\n \n\nGeneral Warrants\n\n \n\nIn connection with the Company’s RSO on August 21, 2024, 5,800,000 warrants were issued of which 10,000 remain outstanding as of May 31, 2026 (May 31, 2025 - 3,210,000). These warrants were classified as a liability. The Company used the Black-Scholes model to value these warrants, and the following table provides quantitative information regarding Level 3 fair value measurement inputs related to these Warrant liabilities at their measurement dates:\n\n \n\n    May 31,\n2026     May 31,\n2025  \n\nRedemption Price (USD)   $ 0.75     $ 0.75  \n\nStock Price (USD)   $ 2.93     $ 1.06  \n\nVolatility     101 %     76 %\n\nTerm (years)     3.23       4.20  \n\nRisk-free rate     4.45 %     4.42 %\n\n \n\nPlacement Warrant Liabilities\n\n \n\nThe Company has 565,375 Placement Warrants outstanding at the same terms and conditions as the Public Warrants. Accordingly, they have been estimated at the same value as the Public Warrants.\n\n \n\nF-17\n\n \n\nLegacy Forward Purchase Agreement\n\n \n\nThe estimated fair value of the Forward Purchase Agreement was measured at fair value using a simulation model, which was determined using Level 3 inputs. Inherent in a simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A ordinary shares based on implied volatility from the Company’s traded Class A ordinary shares and from historical volatility of select peer company’s shares that matches the expected remaining life of the Forward Purchase Agreement. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Forward Purchase Agreement. The expected life of the Forward Purchase Agreement was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated remaining at zero. Any changes in these assumptions could change the value significantly.\n\n \n\nThe following table provides quantitative information regarding Level 3 fair value measurements inputs related to the Forward Purchase Agreement at their measurement dates:\n\n \n\n    November 1,\n2024     May 31,\n2024  \n\nRedemption Price (USD)   $ 10.61     $ 10.61  \n\nStock Price (USD)   $ 0.28     $ 0.28  \n\nVolatility     76 %     53 %\n\nTerm (years)     1.76       2.18  \n\nRisk-free rate     4.40 %     4.51 %\n\n \n\nThe Company mutually agreed to terminate the Forward Purchase Agreement with its counterparty on November 1, 2024, for a cost of $278. In connection with this termination, the Company recorded a $21,400 gain in the consolidated statement of operations for the year-ending May 31, 2025. There was nil value connected to this Forward Purchase agreement as of May 31, 2026, and May 31, 2025.\n\n \n\nSummary of Level 3 fair value instruments\n\n \n\nThe change in the fair value of the assets and liabilities, measured with Level 3 inputs, for the year ended May 31, 2026, and May 31, 2025, are summarized as follows:\n\n \n\n    May 31,\n2026     May 31,\n2025  \n\nFair value of Warrant Liabilities - Opening   $ 3,224     $ 20,965  \n\nChange in fair value of Forward Purchase Agreement     —       740  \n\nTermination of Forward Purchase Agreement     —       (21,678 )\n\nAdditional Warrant Liabilities incurred     —       5,157  \n\nWarrant Exercises     (6,263 )     (3,223 )\n\nChange in fair value of Warrant Liabilities     3,495       1,263  \n\nFair value of Warrant Liabilities - Closing   $ 456     $ 3,224  \n\n  \n\nNOTE 8. Stock-based Compensation\n\n \n\nIn August 2022, the Company established a Stock Option Plan, superseded by the 2023 Equity Incentive Plan (the “Incentive Plan”), under which the Company’s Board of Directors may, from time-to-time, in its discretion, grant stock options, Performance Share Units (“PSU’s”), or other equity awards to its directors, officers, consultants and employees of the Company.\n\n \n\nF-18\n\n \n\nStock Options\n\n \n\nStock options outstanding vest in equal tranches over a period of three years. During the year-ended May 31, 2026, the Company granted 413,000 stock options (May 31, 2025 – 1,520,000). The Company estimated the fair value of the stock options on the date of grant using the Black-Scholes option-pricing model with the following assumptions:\n\n \n\n    May 31,\n2026     May 31,\n2025  \n\nExercise price   $USD 2.01-2.57     $USD 0.27 -0.61  \n\nRisk-free interest rate     4.15% - 4.23 %     3.8%-4.5 %\n\nTerm (years)     5       5  \n\nVolatility     76 %     76 %\n\nForfeiture rate     0 %     0 %\n\nDividend yield     0 %     0 %\n\n \n\nA summary of stock option activity for the Company is as follows:\n\n \n\n    Number of Shares     Weighted Average Exercise Price ($USD)     Weighted Average Remaining Contractual Life (years)     Aggregate Intrinsic Value  \n\nOutstanding stock options May 31, 2024     685,230     $ 0.60       6.5     $ 139  \n\nStock Options Issued – October 4, 2024     180,000     $ 0.27       9.6     $ 196  \n\nStock Options Issued – February 3, 2025     1,340,000     $ 0.61       9.9     $ 830  \n\nOutstanding stock options May 31, 2025     2,205,230     $ 0.58       8.4     $ 1,340  \n\nStock Options Issued     413,000     $ 2.19       9.3     $ 304  \n\nStock Options Exercised     (36,721 )   $ 0.55       4.7       -  \n\nStock Options Forfeited     (60,000 )   $ 2.15       9.6       -  \n\nOutstanding stock options May 31, 2026     2,521,509     $ 0.81       8.2     $ 7,376  \n\nExercisable as of May 31, 2026     1,121,842     $ 0.58       6.9     $ 3,642  \n\n  \n\nDuring the year-ended May 31, 2026, the Company recorded stock-based compensation expenses of $710 (2025 - $253), of which $355 is recorded in general and administrative and $355 in research and development expenses, in the consolidated statements of operations, respectively (2025 - $253 and nil). The weighted average grant date fair value of the stock options issued was $USD 2.19 (May 31, 2025 - $USD 0.61).\n\n \n\nPerformance Share Units\n\n \n\nOn February 3, 2025, the Company issued 335,000 Performance Share Units (“PSU’s”) that vested upon achievement of 100% Total Shareholder Return. The Company recorded $562 of compensation expenses related to these PSU’s based on a simulation model. These PSU’s vested on June 16, 2025, and were recorded in general and administrative expenses in the consolidated statement of operations during the year-ended May 31, 2025. All of the Class A ordinary shares corresponding to these vested PSU’s were issued during the year-ended May 31, 2026.\n\n \n\nOn August 27, 2025, the Company issued 1,160,001 PSU’s that vested upon achievement of the Company achieving a market capitalization of $USD 100 million. The Company recorded $3,651 of compensation expenses related to these PSU’s based on a Monte Carlo simulation model. These PSU’s vested on September 26, 2025. Included in general and administrative expenses and research and development expenses in the consolidated statement of operations during the year-ended May 31, 2026, was $1,826 and $1,825, respectively. All of the Class A ordinary shares corresponding to these vested PSU’s were issued during the year-ended May 31, 2026.\n\n \n\nThe following assumptions were used to estimate the fair value of these PSU’s:\n\n \n\n    August 27,\n2025  \n\nStock price   $USD 1.83  \n\nRisk-free interest rate     3.3 %\n\nTerm (years)     3.3  \n\nVolatility     76 %\n\nDividend yield     0 %\n\n \n\nF-19\n\n \n\nOn February 10, 2026, the Company issued 1,625,000 PSU’s that vest in two separate and equal tranches; i) upon achievement of the Company achieving a market capitalization of $USD 250 million; and ii) upon outperforming the Russell Microcap index over a two-year period. The Company recorded $3,789 of compensation expenses related to these PSU’s based on a Monte Carlo simulation model. Included in general and administrative expenses and research and development expenses in the consolidated statement of operation during the year-ended May 31, 2026, was $1,894 and $1,895, respectively.\n\n \n\nThe following assumptions were used to estimate the fair value of these PSU’s:\n\n \n\n    February 10,\n2026  \n\nStock price   $USD 1.85  \n\nRisk-free interest rate     3.3 %\n\nTerm (years)     3.8  \n\nVolatility     76 %\n\nDividend yield     0 %\n\n \n\nIn May 2026, 674,272 of these PSU’s vested. The corresponding Class A ordinary shares for these vested PSU’s had not been issued as of May 31, 2026.\n\n \n\nShares for Services\n\n \n\nThe Company periodically issues Class A ordinary shares for services provided by third parties. During the year ended May 31, 2026, the Company recorded $1,276 of operating expenses relating to 1,495,123 shares issued for services (2025 – $677). Included in general and administrative expenses and research and development expenses in the consolidated statements of operations during the year-ended May 31, 2026, was $1,103 and $47, respectively (2025 - $677 and nil).\n\n \n\nDuring the year-ended May 31, 2026, the Company incurred $32 (May 31, 2025 - $528) in general and administrative costs in the consolidated statements of operations relating to 19,401 (May 31, 2025 - 689,371) of Class A ordinary shares to be issued at a future date for services rendered. This has been recorded as a component of Shareholders’ Equity.\n\n \n\nNOTE 9. Net Income (Loss) per Share Attributable to Common Stockholders\n\n \n\nThe Company computes net income (loss) per share using the two-class method. Basic net income (loss) per share is computed using the weighted-average number of shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options, PSU’s, Preferred Shares, and Warrants. Certain Stock options, PSU’s, Preferred Shares, and Warrants were excluded from the computation of diluted net income (loss) per share as including them would have been anti-dilutive.\n\n \n\nThe following outlines the Company’s basic and diluted income (loss) per share for the year-ended May 31, 2026, and May 31, 2025:\n\n \n\n    Year Ended  \n\n    May 31,\n2026     May 31,\n2025  \n\nIncome (loss) per share:            \n\nBasic:   $ (0.77 )   $ 0.20  \n\nDiluted:   $ (0.77 )   $ 0.17  \n\n                 \n\nShares used in computing Income (loss) per share:                \n\nBasic:     43,046,980       25,844,200  \n\nDiluted:     43,046,980       30,760,145  \n\n \n\nF-20\n\n \n\nThe following outstanding shares of potentially dilutive securities were excluded from the computation of diluted Net Income (loss) per share for the periods presented because including them would have been antidilutive:\n\n \n\n    Year Ended  \n\n    May 31, 2026     May 31, 2025  \n\nOptions to purchase Class A ordinary shares     2,521,509       -  \n\nWarrants     12,651,827       12,065,375  \n\nPSU’s     1,625,000       -  \n\nPreferred Shares     10,000,000       -  \n\nTotal     26,798,336       12,065,375  \n\n \n\nNOTE 10. Grants and Subsidies\n\n \n\n*INSAT*\n\n \n\nThe Canadian government recently announced the Initiative for Sustainable Aviation Technology (“INSAT”) fund whereby $350 million will be invested into innovative companies focused on sustainable aviation solutions. The Company submitted an initial INSAT proposal in April 2025 along with its application partners for a project size of $10.5 million, of which up to 40% of project costs may be reimbursed. In October 2025, the Company was informed that this application was successful. As of May 31, 2026, the Company has submitted $1,039 of project costs, of which $308 is anticipated to be reimbursed by INSAT and has been recorded in accounts receivable in the consolidated balance sheets as of May 31, 2026, and in Other income in the consolidated income statements during the year-ended May 31, 2026 (2025 – nil).\n\n \n\n*Canadian Council for Aviation & Aerospace*\n\n \n\nIn May 2025, the Company was awarded grants by the Canadian Council for Aviation & Aerospace that resulted in a portion of qualified aerospace engineering students cooperative terms compensation being reimbursed. Total amounts received were $35 during the year-ended May 31, 2026, which has been recorded as Other income in the consolidated income statements (2025 – nil).\n\n \n\n*Green Fund*\n\n \n\nIn August 2024, the Company entered into a funding agreement with the Downsview Aerospace Innovation and Research Centre (“DAIR”). DAIR selected the Company with a project on the Engineering of an eVTOL wing. The funding approved to the Company was $75, of which $45 was recorded as Other income in the consolidated financial statements for the year-ended May 31, 2026 (May 31, 2025 - $50). Included in Accounts Receivable as of May 31, 2026 is $45 (2025 – nil).\n\n \n\n*Scientific Research and Experimental Development*\n\n \n\nIn connection with the year-ended May 31, 2026, the Company plans to file an application for Scientific Research and Experimental Development (“SRED”) credits with the Canadian federal government. As the specific SRED amount has not yet been determined, the Company did not accrue any credits in connection with the year-ended May 31, 2026.\n\n \n\nNOTE 11. INCOME TAXES\n\n \n\nThe Company accounts for income taxes according to the provisions of ASC 740, which prescribes an asset and liability approach for computing deferred income taxes. Reconciliations of incomes taxes computed at the statutory combined Canadian federal and provincial statutory income tax rate of 26.5% to the effective tax rate for the years ended May 31, 2026, and 2025, are as follows:\n\n \n\n    2026     2025  \n\nCanadian Statutory Tax Rate   $ (5,001 )     15 %   $ 779       15 %\n\nProvincial Income Taxes, Net of Federal Income Tax Effect     (3,834 )     12 %     598       12 %\n\nNontaxable or Nondeductible Items                                \n\nStock-based compensation     244       -1 %     216       4 %\n\nFinancing fees recorded in equity     (1,504 )     5 %     —       0 %\n\nChange in fair value of contingent liability     —       0 %     (5,475 )     -105 %\n\nChange in fair value of warrants     2,927       -9 %     527       10 %\n\nOther expenses     15       0 %     132       3 %\n\nChange in valuation allowance     7,153       -21 %     3,223       62 %\n\nEffective tax rate   $ —       0 %   $ —       0 %\n\n \n\nThe Company intends to be treated as a United States corporation for United States federal income tax purposes under section 7874 of the U.S. Tax Code and is expected to be subject to United States federal income tax. However, for Canadian tax purposes, the Company is expected, regardless of any application of section 7874 of the U.S. Tax Code, to be treated as a Canadian resident company (as defined in the Canadian Income Tax Act for Canadian income tax purposes). Accordingly, Horizon will be subject to taxation in both Canada and the United States.\n\n \n\nF-21\n\n \n\nThe following table summarizes the components of deferred tax:\n\n \n\n    May 31,\n2026     May 31,\n2025  \n\nDeferred Tax Assets            \n\nFinance Lease Liabilities   $ 19     $ 8  \n\nOperating tax losses carried forward     10,254       4,885  \n\nProperty and equipment     310       231  \n\nFinancing Fees     1,212       16  \n\nShare-based compensation     594       -  \n\nOther available tax deductions     9       -  \n\nValuation allowance     (12,285 )     (5,132 )\n\nTotal Deferred Tax Assets     113       8  \n\n                 \n\nDeferred Tax Liabilities                \n\nRight of Use assets     (19 )     (8 )\n\nGrant income deferred for tax purposes     (94 )     -  \n\nTotal Deferred Tax Liabilities     (113 )     (8 )\n\nNet Deferred Tax Asset   $ -     $ -  \n\n   \n\nA valuation allowance has been recognized to offset the entire effect of the Company’s net deferred tax asset as the realization of this deferred tax benefit is uncertain. The valuation allowance increased by $7,153 for the year-ended May 31, 2026 (2025 - $3,223). This is primarily due to the increase of federal, provincial, and state net operating losses.\n\n \n\nAt May 31, 2026, the Company’s Canadian non-capital losses, the benefit of which has not been recognized on the consolidated financial statements, expire as follows:\n\n \n\n2040   $ 1,408  \n\n2041     97  \n\n2042     615  \n\n2043     2,048  \n\n2044     1,330  \n\n2045     12,535  \n\n2046     20,307  \n\nTotal   $ 38,340  \n\n \n\n \n\nThe Company has analyzed filing positions in all of the federal, provincial, and state jurisdictions where it is required to file income tax returns. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded.\n\n \n\nNOTE 12. RELATED PARTY TRANSACTIONS\n\n \n\nDuring the year-ended May 31, 2026, the Company paid $60 (May 31, 2025 - $60) to Cert Centre Canada (“3C”) for certification planning services. One of the Company’s Board of Directors is the Chief Executive Officer of 3C. During the year-ended May 31, 2025, the Company paid $8 for facility design services to the spouse of an executive officer.\n\n \n\nThere were no other identifiable related party transactions or balances for the periods presented.\n\n \n\nNOTE 13. SUBSEQUENT EVENTS\n\n \n\nThe Company has evaluated subsequent events from June 1, 2026, through to the date of this filing Form 10-K and determined that there have been no reportable subsequent events.\n\n \n\nF-22\n\n \n\nEXHIBIT INDEX\n\n \n\nExhibit No.\n \nDescription\n\n2.1†\n \n[Business Combination Agreement, dated August 15, 2023, by and among Pono Capital Three, Inc., Pono Three Merger Acquisitions Corp., and Robinson Aircraft, Ltd. d/b/a Horizon Aircraft (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by Pono Capital Three, Inc. on August 15, 2023)](http://www.sec.gov/Archives/edgar/data/1930021/000149315223029037/ex2-1.htm)\n\n3.1\n \n[New Horizon Articles (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed by New Horizon Aircraft Ltd. on December 20, 2024)](https://www.sec.gov/Archives/edgar/data/1930021/000121390024111247/ea022513201ex3-2_newhorizon.htm)\n\n3.2\n \n[Notice of Articles (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by New Horizon Aircraft Ltd. on December 20, 2024)](https://www.sec.gov/Archives/edgar/data/1930021/000121390024111247/ea022513201ex3-1_newhorizon.htm)\n\n4.1\n \n[Warrant Agreement, dated February 9, 2023, by and between Pono Capital Three, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by Pono Capital Three, Inc. on February 15, 2023)](http://www.sec.gov/Archives/edgar/data/1930021/000149315223005086/ex4-1.htm)\n\n4.2\n \n[Form of Warrant (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-1/A, filed by New Horizon Aircraft Ltd. on August 15, 2024)](https://www.sec.gov/Archives/edgar/data/1930021/000121390024055017/ea020810901ex4-5_newhoriz.htm)\n\n4.3\n \n[Form of Placement Agent Warrant, dated May 8, 2026 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by New Horizon Aircraft Ltd. on May 7, 2026)](https://www.sec.gov/Archives/edgar/data/1930021/000121390026053524/ea028971201ex4-1.htm)\n\n4.4\n \n[Form of Placement Agent Warrant, dated May 27, 2026 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, filed by New Horizon Aircraft Ltd. on May 27, 2026)](https://www.sec.gov/Archives/edgar/data/1930021/000121390026061264/ea029213101ex4-2.htm)\n\n4.5\n \n[Form of Pre-Funded Warrant, dated May 27, 2026 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by New Horizon Aircraft Ltd. on May 27, 2026)](https://www.sec.gov/Archives/edgar/data/1930021/000121390026061264/ea029213101ex4-1.htm)\n\n4.6*\n \n[Description of Securities](ea029526001ex4-6.htm)\n\n10.1\n \n[Form of Subscription Agreement for the PIPE investment (incorporated by reference to Exhibit 10.1 of Form 8-K filed by Pono Capital Three, Inc. on January 3, 2024)](http://www.sec.gov/Archives/edgar/data/1930021/000121390024000818/ea191050ex10-1_pono3.htm)\n\n10.2+\n \n[New Horizon Aircraft Ltd. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of Form 8-K filed by Pono Capital Three, Inc. on January 19, 2024)](http://www.sec.gov/Archives/edgar/data/1930021/000121390024004932/ea191793ex10-2_newhorizon.htm)\n\n10.3\n \n[First Amendment to the New Horizon Aircraft Ltd. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K, filed by New Horizon Aircraft Ltd. on August 22, 2025)](https://www.sec.gov/Archives/edgar/data/1930021/000121390025079570/ea024580701ex10-3_newhorizon.htm)\n\n10.4+*\n \n[New Horizon Aircraft Ltd. Employee Stock Purchase Plan](ea029526001ex10-4.htm)\n\n10.5\n \n[Registration Rights Agreement, dated January 12, 2024, by and between Pono Capital Three, Inc. and parties thereto (incorporated by reference to Exhibit 10.3 of Form 8-K filed by Pono Capital Three, Inc. on January 19, 2024)](http://www.sec.gov/Archives/edgar/data/1930021/000121390024004932/ea191793ex10-3_newhorizon.htm)\n\n10.6\n \n[Registration Rights Agreement, dated February 9, 2023, by and among Pono Capital Three, Inc. and certain security holders. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by Pono Capital Three, Inc. on February 15, 2023)](http://www.sec.gov/Archives/edgar/data/1930021/000149315223005086/ex10-3.htm)\n\n10.7\n \n[Placement Unit Purchase Agreement, dated February 9, 2023, between Pono Capital Three, Inc. and Mehana Capital LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by Pono Capital Three, Inc. on February 15, 2023)](http://www.sec.gov/Archives/edgar/data/1930021/000149315223005086/ex10-4.htm)\n\n10.8\n \n[Form of Indemnity Agreement (incorporated by reference to Exhibit 10.11 of Form 8-K filed by Pono Capital Three, Inc. on January 19, 2024)](http://www.sec.gov/Archives/edgar/data/1930021/000121390024004932/ea191793ex10-11_newhorizon.htm)\n\n10.9+\n \n[Employment Agreement, dated January 19, 2024, by and between New Horizon Aircraft Ltd. and E. Brandon Robinson (incorporated by reference to Exhibit 10.12 of Form 8-K filed by Pono Capital Three, Inc. on January 19, 2024)](http://www.sec.gov/Archives/edgar/data/1930021/000121390024004932/ea191793ex10-12_newhorizon.htm)\n\n10.10+\n \n[Employment Agreement, dated January 11, 2024, by and between New Horizon Aircraft Ltd. and Jason O’Neill (incorporated by reference to Exhibit 10.13 of Form 8-K filed by Pono Capital Three, Inc. on January 19, 2024)](http://www.sec.gov/Archives/edgar/data/1930021/000121390024004932/ea191793ex10-13_newhorizon.htm)\n\n10.11+\n \n[Employment Agreement, dated January 12, 2024, by and between New Horizon Aircraft Ltd. and Brian Merker (incorporated by reference to Exhibit 10.14 of Form 8-K filed by Pono Capital Three, Inc. on January 19, 2024)](http://www.sec.gov/Archives/edgar/data/1930021/000121390024004932/ea191793ex10-14_newhorizon.htm)\n\n \n\n76\n\n \n\n \n\nExhibit No.\n \nDescription\n\n10.12\n \n[Form of Subscription Agreement, dated December 18, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by New Horizon Aircraft Ltd. on December 20, 2024)](https://www.sec.gov/Archives/edgar/data/1930021/000121390024111247/ea022513201ex10-1_newhorizon.htm)\n\n10.13\n \n[Amendment to Subscription Agreement, dated January 10, 2025, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by New Horizon Aircraft Ltd. on January 13, 2025)](https://www.sec.gov/Archives/edgar/data/1930021/000121390025002849/ea022742401ex10-1_newhorizon.htm)\n\n10.14\n \n[Sales Agreement, by and between the Company and JonesTrading Institutional Services LLC. (incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3, filed by New Horizon Aircraft Ltd. on February 14, 2025)](https://www.sec.gov/Archives/edgar/data/1930021/000121390025014456/ea022958901ex1-2_newhorizon.htm)\n\n10.15\n \n[Placement Agency Agreement, dated May 6, 2026, by and between the Company and Titan Partners Group  LLC, a division of American Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by New Horizon Aircraft Ltd. on May 7, 2026)](https://www.sec.gov/Archives/edgar/data/1930021/000121390026053524/ea028971201ex10-1.htm)\n\n10.16\n \n[Form of Securities Purchase Agreement, dated May 6, 2026, by and between the Company and the purchaser party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by New Horizon Aircraft Ltd. on May 7, 2026)](https://www.sec.gov/Archives/edgar/data/1930021/000121390026053524/ea028971201ex10-2.htm)\n\n10.17\n \n[Placement Agency Agreement, dated May 26, 2026, by and between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by New Horizon Aircraft Ltd. on May 27, 2026)](https://www.sec.gov/Archives/edgar/data/1930021/000121390026061264/ea029213101ex10-1.htm)\n\n10.18\n \n[Form of Securities Purchase Agreement, dated May 26, 2026, by and between the Company and the purchaser party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by New Horizon Aircraft Ltd. on May 27, 2026)](https://www.sec.gov/Archives/edgar/data/1930021/000121390026061264/ea029213101ex10-2.htm)\n\n19  \n \n[New Horizon Aircraft Ltd. Insider Trading Policy (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K filed by New Horizon Aircraft Ltd. on August 15, 2024)](https://www.sec.gov/Archives/edgar/data/1930021/000121390024069692/ea021061001ex19_newhoriz.htm)\n\n21  \n \n[Subsidiaries of New Horizon Aircraft Ltd. (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K, filed by New Horizon Aircraft Ltd. on March 28, 2024)](http://www.sec.gov/Archives/edgar/data/1930021/000121390024027309/ea0201280ex21-1_newhorizon.htm)\n\n23.1*\n \n[Consent of MNP LLP, independent registered public accounting firm](ea029526001ex23-1.htm)\n\n31.1*\n \n[Rule 13a-14(a) Certification by Principal Executive Officer](ea029526001ex31-1.htm)\n\n31.2*\n \n[Rule 13a-14(a) Certification by Principal Financial and Accounting Officer](ea029526001ex31-2.htm)\n\n32.1**\n \n[Section 1350 Certification of Principal Executive Officer and Principal Financial and Accounting Officer](ea029526001ex32-1.htm)\n\n32.2**\n \n[Section 1350 Certification of Principal Financial and Accounting Officer](ea029526001ex32-2.htm)\n\n97\n \n[Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K, filed by New Horizon Aircraft Ltd. on March 28, 2024)](http://www.sec.gov/Archives/edgar/data/1930021/000121390024027309/ea0201280ex97_newhorizon.htm)\n\n101.INS*\n \nInline XBRL Instance Document\n\n101.SCH*\n \nInline XBRL Taxonomy Extension Schema Document\n\n101.CAL*\n \nInline XBRL Taxonomy Extension Calculation Linkbase Document\n\n101.DEF*\n \nInline XBRL Taxonomy Extension Definition Linkbase Document\n\n101.LAB*\n \nInline XBRL Taxonomy Extension Label Linkbase Document\n\n101.PRE*\n \nInline XBRL Taxonomy Extension Presentation Linkbase Document\n\n104*\n \nCover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)\n\n \n\n*Filed with this Report.\n\n**Furnished with this Report.\n\n+Indicates a management or compensatory plan.\n\n†Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K.\nThe Registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.\n\n \n\n77\n\n \n\n \n\nSIGNATURES\n\n \n\nPursuant to the requirements of Securities Exchange\nAct of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.\n\n \n\n \nNew Horizon Aircraft Ltd.\n\n \n \n \n\nDate: July 16, 2026\n \n*/s/ Brandon Robinson*\n\n \nName:\nBrandon Robinson\n\n \nTitle:\nChief Executive Officer\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in\nthe capacities and on the dates indicated.\n\n \n\nName\n \nPosition\n \nDate\n\n \n \n \n \n \n\n*/s/ E. Brandon Robinson*\n \nChief Executive Officer and Director\n \nJuly 16, 2026\n\nE. Brandon Robinson\n \n*(Principal Executive Officer)*\n \n \n\n \n \n \n \n \n\n*/s/ Brian Merker*\n \nChief Financial Officer\n \nJuly 16, 2026\n\nBrian Merker\n \n(*Principal Financial Officer and Accounting Officer)*\n \n \n\n \n \n \n \n \n\n*/s/ Jason O’Neill*\n \nChief Operating Officer\n \nJuly 16, 2026\n\nJason O’Neill\n \n \n \n \n\n \n \n \n \n \n\n*/s/ Trisha Nomura*\n \nDirector\n \nJuly 16, 2026\n\nTrisha Nomura\n \n \n \n \n\n \n \n \n \n \n\n*/s/ John Maris*\n \nDirector\n \nJuly 16, 2026\n\nJohn Maris\n \n \n \n \n\n \n \n \n \n \n\n*/s/ John Pinsent*\n \nDirector\n \nJuly 16, 2026\n\nJohn Pinsent\n \n \n \n \n\n \n \n \n \n \n\n*/s/ Jameel Janjua*\n \nDirector\n \nJuly 16, 2026\n\nJameel Janjua\n \n \n \n \n\n \n\n78"}