UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The 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).
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Item 8.01. Other Events.
On June 27, 2025, New Horizon Aircraft Ltd. (the “Company”) increased the maximum aggregate offering price of the Class A ordinary shares, without par value (the “Common Shares”), issuable under its Capital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC, dated February 14, 2025, to up to an additional aggregate $16,500,000 of Common Shares, which does not include the $5,114,868 of Common Shares that were sold to date pursuant to the Sales Agreement, and filed a prospectus supplement (the “Current Prospectus Supplement”). A copy of the legal opinion as to the legality of the $16,500,000 Common Shares issuable under the Sales Agreement and covered by the Current Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 5.1 | Opinion of Gowling WLG (Canada) LLP | |
| 23.1 | Consent of Gowling WLG (Canada) LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 27, 2025 | By: | /s/ E. Brandon Robinson |
| Name: | E. Brandon Robinson | |
| Title: | Chief Executive Officer | |
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