Business Context and Reporting Period
Company: New Horizon Aircraft Ltd. (HOVR)
Filing Type: Form 8-K (Current Report)
Date of Report: May 6, 2026
Reporting Period: Event-based (May 6, 2026)
Business Overview: The Company is an emerging growth company developing the Cavorite X7 eVTOL aircraft program. It is incorporated in British Columbia with principal executive offices in Lindsay, Ontario.
Key Financial Metrics and Transaction Details
This filing details a registered direct offering rather than periodic financial results. Key transaction metrics include:
- Shares Issued: 9,254,889 Class A ordinary shares.
- Offering Price: $2.15 per share.
- Gross Proceeds: Approximately $19.9 million (before fees and expenses).
- Placement Agent Fees: Approximately $1.4 million in cash plus warrants to purchase 277,647 shares at $2.4725 per share.
- Expense Reimbursement: Up to $75,000 for legal and other expenses.
- Use of Proceeds: Funding and accelerating the Cavorite X7 aircraft program, working capital, and general corporate purposes.
Note: This filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics for the Company's operations.
Material Changes and Agreements
Entry into Material Definitive Agreement (Item 1.01): The Company entered into Securities Purchase Agreements with institutional investors and a Placement Agency Agreement with Titan Partners Group LLC (a division of American Capital Partners, LLC).
- Lock-Up Period: The Company is restricted from issuing additional common shares or equivalents for 45 days following the closing of the Offering.
- Placement Agent Warrants: Subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1).
- Closing Date: Expected on or about May 8, 2026, subject to customary conditions.
Guidance, Outlook, and Risks
Management Commentary: Management intends to use the net proceeds to accelerate the development and buildout of the Cavorite X7 aircraft program. The Company issued a press release on May 6, 2026, announcing the pricing of the Offering.
Risks and Contingencies: The filing includes a cautionary note regarding forward-looking statements. Key risks identified include:
- Failure to complete the Offering or delays in closing.
- Need for additional capital to execute business plans, which may not be available on acceptable terms.
- Lack of useful financial information for accurate estimates of future capital expenditures and revenue.
- Risks associated with developing, certifying, and manufacturing the Cavorite X7 eVTOL aircraft.
- Dilution to existing shareholders from the issuance of new shares.
- Adverse market or capital-market conditions.
Investor Verification Checklist
- Verify the final closing date of the Offering (expected May 8, 2026) and confirmation of net proceeds received.
- Review the Company's most recent Form 10-K (filed August 22, 2025) for detailed risk factors and historical financial condition.
- Assess the dilution impact of the 9,254,889 new shares and 277,647 placement agent warrants on existing shareholders.
- Monitor progress on the Cavorite X7 eVTOL certification and testing milestones to validate the use of proceeds.
- Confirm the status of the 45-day lock-up period on future issuances and the 180-day lock-up on placement agent warrants.