Form 8-K

8-K — New Horizon Aircraft Ltd.

Accession: 0001213900-26-054213

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0001930021

SIC: 3721 (AIRCRAFT)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0290061-8k_newhorizon.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MAY 11, 2026 (ea029006101ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): May 11, 2026

NEW HORIZON AIRCRAFT LTD.

(Exact

name of registrant as specified in its charter)

British

Columbia

001-41607

98-1786743

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

3187 Highway 35, Lindsay, Ontario

K9V 4R1

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (613) 866-1935

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Class A Ordinary Share, no par value

HOVR

The

Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share

HOVRW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01. Regulation FD Disclosure.

May 11, 2026, New Horizon Aircraft Ltd. (the “Company”) issued a press release announcing the closing of its previously announced

registered direct offering. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The

information in Item 7.01 of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed

“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or

otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibits are being filed herewith:

Exhibit

No.

Description

99.1

Press Release, dated May 11, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

NEW

HORIZON AIRCRAFT LTD.

Date:

May 11, 2026

By:

/s/

E. Brandon Robinson

Name:

Brandon Robinson

Title:

Chief

Executive Officer

EX-99.1 — PRESS RELEASE, DATED MAY 11, 2026

EX-99.1

Filename: ea029006101ex99-1.htm · Sequence: 2

Exhibit

99.1

New

Horizon Aircraft Ltd. Announces Closing of $20 Million Offering

Common Shares

Toronto,

Canada, May 11, 2026 – New Horizon Aircraft Ltd. (“Horizon Aircraft” or the “Company”) (NASDAQ:HOVR), an

advanced aerospace company developing one of the first hybrid-electric Vertical Takeoff and Landing (VTOL) aircraft, today announced

the closing of its previously announced registered direct offering pursuant to a definitive agreement with certain institutional investors

for the purchase and sale of an aggregate of 9,254,889 Class A Ordinary Shares (“Common Shares”). The gross proceeds to the

Company were approximately $20 million, before deducting offering expenses. The Company intends to use the net proceeds from the offering

to fund and accelerate development and buildout of the Cavorite X7 aircraft program, as well as for working capital and general corporate

purposes.

Titan

Partners, a division of American Capital Partners, acted as the sole placement agent for the offering.

The

offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-285000) initially filed with the Securities and

Exchange Commission (“SEC”) on February 14, 2025, and declared effective by the SEC on March 25, 2025 (the “Registration

Statement”). The Common Shares (or Common Share equivalents) were offered only by means of a prospectus, including a prospectus

supplement, forming a part of the effective Registration Statement. A prospectus supplement and accompanying prospectus relating to,

and describing the terms of, the offering were filed with the SEC and are available for free on the SEC’s website at www.sec.gov.

Electronic copies of the prospectus supplement and accompanying prospectus may also be obtained by contacting Titan Partners Group LLC,

a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by

email at prospectus@titanpartnersgrp.com.

This

press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale

of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration

or qualification under the securities laws of any such state or other jurisdiction.

About

New Horizon Aircraft Ltd.

Horizon

Aircraft (NASDAQ:HOVR) is an advanced aerospace company that is developing one of the world’s first hybrid-electric VTOL (Vertical

Take-Off and Landing) aircraft designed to fly most of its mission in traditional wing-borne flight, offering industry-leading speed,

range, and operational utility. Horizon Aircraft’s unique designs put the mission first and prioritize safety and performance.

Upon successful completion of testing and certification of its full-scale aircraft, Horizon Aircraft intends to scale unit production

to meet expected demand from regional aircraft operators, emergency service providers, and military customers.

For

further information, visit:

Website

www.horizonaircraft.com

https://www.linkedin.com/company/horizon-aircraft-inc

behalf of New Horizon Aircraft Ltd.

Brandon

Robinson

Co-Founder

and CEO

For

further information, contact:

Investors:

Kathryn

Burns

ir@horizonaircraft.com

Media:

Edwina

Frawley-Gangahar

EFG

Media Relations

+44

7580 174672

edwina@efgmediarelations.com

Forward-looking

Statements

This

press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions

of the Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable

Canadian securities laws (collectively, “forward-looking statements”). These forward-looking statements generally are identified

by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”

“strategy,” “aim,” “future,” “opportunity,” “plan,” “may,” “should,”

“will,” “would,” “target,” “will be,” “will continue,” “will likely

result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking

statements herein include, but are not limited to, statements relating to the targeted readiness of the full-scale hybrid Cavorite X7

eVTOL demonstrator aircraft for initial testing, development priorities and technical milestones; the Cavorite X7’s design specifications,

anticipated operational parameters and projected performance, including assumptions regarding operating costs, fuel consumption, maintenance

costs and utilization rates; funding and liquidity sufficiency and runway; certification and testing plans; and potential production,

partnership, supply chain and market opportunities.

Forward-looking

statements are predictions, projections and other statements about future events that are based on current expectations and assumptions

and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections

and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual

future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) changes

in the markets in which Horizon Aircraft competes, including with respect to its competitive landscape, technology evolution or regulatory

changes; (ii) the risk that Horizon Aircraft will need to raise additional capital to execute its business plans, which may not be available

on acceptable terms or at all; (iii) the lack of useful financial information for an accurate estimate of future capital expenditures

and future revenue; (iv) statements regarding Horizon Aircraft’s industry and market size; (v) financial condition and performance

of Horizon Aircraft, including the condition, liquidity, results of operations, the products, the expected future performance and market

opportunities of Horizon Aircraft; (vi) Horizon Aircraft’s ability to develop, certify, and manufacture an aircraft that meets

its performance expectations; (vii) successful completion of testing and certification of Horizon Aircraft’s Cavorite X7 eVTOL;

(viii) the targeted future production of Horizon Aircraft’s Cavorite X7 aircraft; and (ix) other factors detailed by us in the

Company’s public filings with the SEC and under the Company’s profile on sedarplus.ca, including the disclosures under the

heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025, filed with

the SEC and filed under the Company’s profile on sedarplus.ca on August 22, 2025. These filings identify and address other important

risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date they are made.

Readers

are cautioned not to put undue reliance on forward-looking statements, and while the Company may elect to update these forward-looking

statements at some point in the future, it assumes no obligation to update or revise these forward-looking statements, whether as a result

of new information, future events, or otherwise, unless required by applicable law. Horizon Aircraft does not give any assurance that

Horizon Aircraft will achieve its expectations.

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