8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 12, 2024

NEW HORIZON AIRCRAFT LTD.

(Exact name of registrant as specified in its charter)

British Columbia	001-41607	N/A
(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, including 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 ☒

If 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. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of New Horizon Aircraft Ltd., a British Columbia company (the “Company”), filed on January 12, 2024 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).

This Amendment No. 1 is being filed solely for the purpose of amending the historical financial statements provided under Item 9.01(a) in the Original Report to include (i) the unaudited condensed interim financial statements of Robinson Aircraft, Ltd. d/b/a Horizon Aircraft, a British Columbia company (“Legacy Horizon”), as of November 30, 2023 and for the six months ended November 30, 2023 and 2022, (ii) the related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Horizon as of November 30, 2023 and for the six months ended November 30, 2023 and 2022, and (iii) the unaudited pro forma financial statements as of November 30, 2023.

This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A. Capitalized terms used but not defined herein have the meanings assigned to them in the Original Report.

Item 9.01. Financial Statement and Exhibits.

(a) Financial statements of businesses acquired.

The unaudited condensed interim financial statements of Legacy Horizon as of November 30, 2023 and for the six months ended November 30, 2023 and 2022 and the related notes thereto are attached as Exhibit 99.1 and are incorporated herein by reference.

Also included as Exhibit 99.2 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Horizon as of November 30, 2023 and for the six months ended November 30, 2023 and 2022.

(b) Pro forma financial information.

The unaudited pro forma financial statements as of November 30, 2023 are filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.

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(d) Exhibits

Exhibit No.	Description
99.1	Unaudited Condensed Interim Financial Statements of Legacy Horizon as of November 30, 2023, and for the six months ended November 30, 2023 and 2022.
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Horizon as of November 30, 2023, and for the six months ended November 30, 2023 and 2022.
99.3	Unaudited Pro Forma Condensed Consolidated Combined Financial Statements, as of November 30, 2023.
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: February 12, 2024	By:	/s/ E. Brandon Robinson
	Name:	E. Brandon Robinson
	Title:	Chief Executive Officer

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EX-99.1

Exhibit 99.1

Robinson Aircraft Ltd.

Condensed Interim Balance Sheet

As at November 30, 2023 and May 31, 2023

(Unaudited - Expressed in Canadian Dollars)

		November 30, 2023			May 31, 2023
					(Audited)
ASSETS
Current Assets
Cash and cash equivalents		$	5,878,503		$	227,969
Accounts receivable	9		267,262			15,000
Prepaid expenses			92,933			2,509
Total current assets			6,238,698			245,478
Property and equipment, net	3		107,135			51,896
Operating lease assets	4		97,166			120,661
Finance lease assets	4		-			21,549
Deferred development costs			1,026,976			971,991
TOTAL ASSETS		$	7,469,975		$	1,411,575
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	5	$	366,406		$	220,341
Term loan	14		40,000			40,000
Current portion of operating lease liabilities	4		48,983			45,875
Current portion of finance lease liabilities	4		-			3,085
Convertible debentures	7		-			1,142,230
Current portion of promissory note payable	6		-			36,869
Short-term debt	9		225,000			-
Convertible notes payable	8		6,767,918			-
Total current liabilities			7,448,307			1,488,400
Promissory note payable	6		-			263,131
Operating lease liabilities	4		48,184			73,536
Total Liabilities			7,496,491			1,825,067
Stockholders’ Equity
Common stock: no par value; unlimited authorized; 6,012,391 Voting A, 1,775,876 Voting B and 200,000 Non-voting common stocks issued and outstanding	11		6,579,450			5,083,009
Additional paid-in capital	12		101,398			54,632
Accumulated deficit			(6,707,364	)		(5,551,133	)
Total Stockholders’ Equity			(26,516	)		(413,492	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	7,469,975		$	1,411,575

The accompanying notes are an integral part of these financial statements

Robinson Aircraft Ltd.

Condensed Interim Statement of Operations

For the Three and Six Months Ended November 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars)

		Three Months Ended November 30,						Six Months Ended November 30,
		2023			2022			2023			2022
Operating Expenses
Salaries, wages and benefits		$	142,517		$	89,298		$	221,088		$	196,576
Professional fees			290,422			45,389			380,515			59,326
Depreciation and amortization	3, 4		13,825			8,438			20,562			15,175
Research and development			219,033			160,816			364,252			359,320
General and administrative expenses			125,007			46,458			171,296			79,076
Stock-based compensation	12		33,347			22,747			46,766			29,287
Total operating expenses			824,151			373,146			1,204,479			738,760
Operating Loss			(824,151	)		(373,146	)		(1,204,479	)		(738,760	)
Other Income (Expense)
Grant income	15		-			-			-			235,434
Other income	9		229,197			5,000			229,197			(9,113	)
Interest expenses	4, 6, 7, 8		(142,464	)		(17,020	)		(180,421	)		(22,477	)
(Gain)/loss on foreign exchange			(2,396	)		-			(529	)		-
Loss Before Income Taxes			(739,814	)		(385,166	)		(1,156,232	)		(534,916	)
Tax credits recovery/(expense)			-			-			-			-
Net Loss		$	(739,814	)	$	(385,166	)	$	(1,156,232	)	$	(534,916	)
Net loss per share, basic and diluted	13	$	(0.10	)	$	(0.05	)	$	(0.15	)	$	(0.07	)
Weighted-average common shares outstanding, basic and diluted			7,641,350			7,470,735			7,555,576			7,182,674

The accompanying notes are an integral part of these financial statements.

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Robinson Aircraft Ltd.

Condensed Interim Statement of Stockholders’ Equity

For the Three and Six Months Ended November 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars)

		Voting A				Voting B				Non-Voting				Additional
		Common Stock				Common Stock				Common Stock				Paid-In		Accumulated
		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, May 31, 2022			3,815,926	$	3,103,677		1,258,344	$	-		200,000	$	-	$	-	$	(4,381,441	)	$	(1,277,764	)
Settlement of advances from shareholder	10		2,196,465		1,979,332		-		-		-		-		-		-			1,979,332
Stock-based compensation	12		-		-		-		-		-		-		6,540		-			6,540
Net Loss			-		-		-		-		-		-		-		(149,751	)		(149,751	)
Balance, August 31, 2022			6,012,391	$	5,083,009		1,258,344	$	-		200,000	$	-	$	6,540	$	(4,531,192	)	$	558,357
Stock-based compensation	12		-		-		-		-		-		-		16,207		-			16,207
Net Loss			-		-		-		-		-		-		-		(385,166	)		(385,166	)
Balance, November 30, 2022			6,012,391	$	5,083,009		1,258,344	$	-		200,000	$	-	$	22,747	$	(4,916,358	)	$	189,398
Balance, May 31, 2023			6,012,391	$	5,083,009		1,258,344	$	-		200,000	$	-	$	54,632	$	(5,551,133	)	$	(413,492	)
Stock-based compensation	12		-		-		-		-		-		-		13,419		-			13,419
Net Loss			-		-		-		-		-		-		-		(416,417	)		(416,417	)
Balance, August 31, 2023			6,012,391	$	5,083,009		1,258,344	$	-		200,000	$	-	$	68,051	$	(5,967,550	)	$	(816,490	)
Stock-based compensation	12		-		-		-		-		-		-		33,347		-			33,347
Conversion of Convertible Debentures	7		-		-		517,532		1,496,441		-		-		-		-			1,496,441
Net Loss			-		-		-		-		-		-		-		(739,814	)		(739,814	)
Balance, November 30, 2023			6,012,391	$	5,083,009		1,775,876	$	1,496,441		200,000	$	-	$	101,398	$	(6,707,364	)	$	(26,516	)

The accompanying notes are an integral part of these financial statements.

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Robinson Aircraft Ltd.

Condensed Interim Statement of Cash Flows

For the Six Months Ended November 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars)

	Six Months Ended November 30,
	2023			2022
Operating Activities
Net loss	$	(1,156,232	)	$	(534,916	)
Adjustments for non-cash items:
Depreciation of property and equipment		19,428			15,164
Operating lease expenses		27,756			27,997
Amortization of finance lease assets		1,134			3,969
Interest on finance lease liabilities		39			849
Stock-based compensation		46,766			29,287
Changes in operating assets and liabilities:
Accounts receivable		(252,262	)		-
Prepaid expenses		(90,424	)		(990	)
Interest on debts, net of cash paid		113,150			21,628
Accounts payable and accrued liabilities		32,917			(14,171	)
Operating lease assets and liabilities		(26,915	)		(27,248	)
Net cash used in operating activities		(1,284,643	)		(478,432	)
Investing Activities
Purchase of property and equipment		(54,252	)		-
Payments for research and development		(54,985	)		(5,707	)
Net cash used in investing activities		(109,237	)		(5,707	)
Financing Activities
Payments for finance leases		(2,715	)		(9,340	)
Proceeds from issuance of convertible debentures		7,122,129			934,890
Repayment of notes payable, net		(75,000	)		-
Repayment of shareholder loans		-			(5,500	)
Net cash provided by financing activities		7,044,414			920,050
Net increase in cash and cash equivalents		5,650,534			435,911
Cash and cash equivalents, beginning of period		227,969			4,322
Cash and cash equivalents, end of period	$	5,878,503		$	440,233
Supplemental Cash Flow Information:
Conversion of Convertible Debentures	$	1,496,441		$	-
Taxes paid	$	-		$	-
Interest paid	$	14,649		$	39,063
Addition to property and equipment through exercising finance lease purchase option	$	20,415		$	-

The accompanying notes are an integral part of these financial statements.

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Robinson Aircraft Ltd.

Notes to Condensed Interim Financial Statements

For the Three and Six Months Ended November 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars)

1. Company and Nature of Business

Description of Business

Robinson Aircraft, Ltd. (the “Company” or “Horizon”), was incorporated under the Ontario Business Corporations Act on May 21, 2013 with a registered head office at 100 King Street West, Suite 6600, 1 First Canadian Place, Toronto, Ontario, M5X 1B8. The Company has created and patented a unique hybrid electric vertical take-off and landing (“eVTOL”) technology that is currently in development.

Amalgamation

On April 13, 2021, the Company completed an amalgamation with Horizon Aircraft Power Systems, Inc., a company incorporated on May 21, 1978 in Ontario, Canada with primary business activity of advanced hybrid-electric power system architectures. Pursuant to the amalgamation, the newly amalgamated corporation was named Horizon Aircraft Inc. On April 29, 2021, the Company applied authorization to continue the Company in British Columbia Canada and changed its legal address to Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, British Columbia, Canada, V6C 2B5. The Company also modified its name to Robinson Aircraft, Ltd.

Significant Risks and Uncertainties

The Company is currently in a development stage and is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of its technology and products, the need for additional financing to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology.

Management expects losses and negative cash flows to continue for the foreseeable future, primarily as a result of continued research and development efforts. The Company historically funded its research and development efforts through equity and debt issuances. During the three months ended November 30, 2023, the Company had a net loss of $739,814 (November 30, 2022 - $385,166). As at November 30, 2023, the Company had working capital deficiency of $984,609 (May 31, 2023 – $1,242,922) and an accumulated deficit of $6,707,364 (May 31, 2023 - $5,551,133). Failure to raise additional funding or generate sufficient positive cash flows from operations in the longer term could have a material adverse effect on the Company’s ability to achieve its intended business objectives. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

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Robinson Aircraft Ltd.

Notes to Condensed Interim Financial Statements

For the Three and Six Months Ended November 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars)

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the years presented. The accounting policies of the Company are the same as those set forth in the condensed audited financial statements for the year ending May 31, 2023. These financial statements should be read together with those condensed audited financial statements for the year ending May 31, 2023 and are not necessarily indicative of future results.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, expenses, and disclosure of contingent assets and liabilities. The most significant estimates are related to the valuation of common stock, deferred development costs, derivative liabilities, and the valuation of and provisions for income taxes and contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under related circumstances. The estimates form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. In the opinion of management, these financial statements include all adjustments and accruals, consisting of typical recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein.

Significant Accounting Policies

The significant accounting policies used in the preparation of these condensed interim financial statements are consistent with the significant accounting policies of the Company’s annual audited financial statements for the year ended May 31, 2023.

3. Property and equipment

Property and equipment consist of the following:

	November 30, 2023			May 31, 2023
Computer Equipment	$	49,694		$	36,705
Leasehold Improvements		9,666			9,666
Plane		1,084			1,084
Tools & Equipment		48,202			27,167
Website Development		40,643			-
Vehicles		16,000			16,000
		165,289			90,622
Accumulated depreciation		(58,154	)		(38,726	)
Property and equipment, net	$	107,135		$	51,896

The Company’s finance lease ended during the six months ended November 30, 2023. The Company exercised the permitted purchase option and recorded an addition to tools and equipment in the amount of $20,415 (November 30, 2022 - $nil).

Depreciation expense of property and equipment for the three and six months ended November 30, 2023 was $13,825 and $19,428 (November 30, 2022 - $10,129 and $15,164), respectively.

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Robinson Aircraft Ltd.

Notes to Condensed Interim Financial Statements

For the Three and Six Months Ended November 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars)

4. Leases

The Company entered into multiple lease agreements for the use of certain property and equipment under operating and finance leases. Property leases include hangars, storage, offices, and other space. All of the Company’s leases have fixed rent payments and lease terms of 5 years. Under the terms of the lease agreements, the Company is responsible for certain insurance, property taxes and maintenance expenses. These expenses are variable and are not included in the measurement of the lease asset or lease liability. These expenses are recognized as variable lease expenses when incurred and are not significant.

The Company records the initial right-to-use asset and lease liability at the present value of lease payments scheduled during the lease term. Unless the rate implicit in the lease is readily determinable, the Company discounts the lease payments using an estimated incremental borrowing rate at the time of lease commencement. The Company estimates the incremental borrowing rate based on the information available at the lease commencement date, including the rate the Company could borrow for a similar amount, over a similar lease term with similar collateral. The Company’s weighted-average discount rate for operating and finance leases commenced during the years ended May 31, 2023 and 2022 was 10%.

One of the Company’s operating leases includes a rental escalation clause that involves the use of a rate index that is uncertain at lease inception. Accordingly, it’s not factored into the determination of lease payments. The escalated portion of rental is not significant and would be recognized as a variable lease expense when incurred. The Company’s finance lease included an unconditional purchase option at the conclusion of the lease term which was incorporated into the determination of lease payments. The Company does not have any leases that include renewal or termination options.

During the six months ended November 30, 2023, the Company’s finance lease expired, and a purchase option was exercised. The carrying value of the finance lease asset of $20,415 was transferred to property and equipment.

Operating lease expense is recognized on a straight-line basis over the lease term. The weighted-average remaining lease term is 2 years as of November 30, 2023.

Finance lease assets are amortized over the useful life of the underlying asset and finance lease liability is accreted using the effective interest rate. As of November 30, 2023 the finance lease has concluded.

Supplemental balance sheet information related to the Company’s leases is as follows:

	November 30, 2023		May 31, 2023
Operating Leases
Assets
Operating lease assets	$	97,166	$	120,661
Liabilities
Operating lease liabilities, current	$	48,983	$	45,875
Operating lease liabilities, non-current		48,184		73,536
Total operating lease liabilities	$	97,166	$	119,411
Finance Leases
Assets
Finance lease assets	$	-	$	34,025
Accumulated depreciation		-		(12,476	)
Finance lease assets, net	$	-	$	21,549
Liabilities
Finance lease liabilities, current	$	-	$	3,085
Finance lease liabilities, non-current		-		-
Total finance lease liabilities	$	-	$	3,085

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Robinson Aircraft Ltd.

Notes to Condensed Interim Financial Statements

For the Three and Six Months Ended November 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars)

Maturities of lease liabilities as of November 30, 2023 were as follows:

		As of Nov 30, 2023
		Operating Leases
2024	$	28,006
2025		48,761
2026		24,011
2027		8,004
2028		-
2029 and thereafter		-
Total Undiscounted Lease Payments	$	108,782
Less: Imputed Interest		(11,616)
Total Lease Liabilities	$	97,166

Lease Costs

The table below presents certain information related to the lease costs for the three and six months ended November 30, 2023 and 2022:

	Three Months Ending				Six Months Ending
	November 30, 2023		November 30, 2022		November 30, 2023		November 30, 2022
Operating lease cost	$	12,587	$	13,635	$	26,465	$	27,512
Finance Leases
Amortization of lease assets		-		1,701		1,134		3,402
Interest on lease liabilities		-		478		39		956
Other Lease Costs
Short-term lease cost		1,625		2,025		3,250		4,050
Variable least cost		334		116		668		232
Total lease costs	$	14,546	$	17,955	$	31,556	$	36,152

5. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

	November 30, 2023		May 31, 2023
Accounts payable	$	187,811	$	186,560
Government remittance		-		(14,456	)
Accrued salaries, wages and benefits		178,595		48,237
Accounts payable and accrued liabilities	$	366,406	$	220,341

6. Promissory Note

On October 19, 2022, the Company issued a Promissory Note in the principal amount of $300,000. The Promissory Note was to mature on October 18, 2027 and bore interest at a rate of 9.7% per annum. The Promissory was securitized by certain patents of the Company. The Promissory Note was being repaid on a monthly basis, with interest only payments until October 15, 2023 and blended payments of $7,576 thereafter.

During the three and six months ended November 30, 2023, the Company recorded and paid interest expenses of $7,335 and $14,610 (November 30, 2022 - $2,950 and $2,950), respectively. The Company repaid the loan in its entirety including all accrued interest on November 9, 2023.

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Robinson Aircraft Ltd.

Notes to Condensed Interim Financial Statements

For the Three and Six Months Ended November 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars)

7. Convertible Promissory Notes

In May 2022, the Company approved the issuance of a series of convertible promissory notes (collectively, the “Notes”) carrying a one-year term with interest on the outstanding principal amount from the date of issuance accrued at the rate of 10% per annum.

On or before the date of the repayment in full of the Notes, in the event the Company issues shares of its equity securities to investors (the “Investors”) in gross proceeds at least $2,000,000 (a “Qualified Financing”), the outstanding principal and unpaid accrued interest balance of the Notes would convert into common shares at a conversion price equal to the lesser of (i) 80% of the per share price paid by the Investors; and (ii) a price equal to $15,000,000 divided by the aggregate number of outstanding common shares of the Company immediately prior to the closing of the Qualified Financing on the same terms and conditions as provided to the Investors.

If the Notes had not been previously converted pursuant to a Qualified Financing, the holders of the Notes could elect by giving five days’ notice (the “Voluntary Conversion Date”) to convert the Notes and any unpaid accrued interest thereon into common shares of the Company (the “Voluntary Conversion”) at a conversion price equal to the quotient of $12,000,000 divided by the aggregate number of outstanding common shares of the Company as of the Voluntary Conversion Date.

During the year ended May 31, 2023, the Company issued convertible promissory notes in the amount of $1,035,000 (2022 - $50,000).

During the six months ended November 30, 2023, the Company issued an additional convertible promissory note in the amount of $300,000, with the same terms as the previously issued convertible promissory notes.

The following table presents the principal amounts and accrued interest of the convertible promissory notes as of November 30, 2023:

	Principal			Accrued interest			Total
Balance as May 31, 2022	$	50,000		$	110		$	50,110
Issuance of debt		1,035,000			-			1,035,000
Accrued interest		-			57,120			57,120
Balance as May 31, 2023	$	1,085,000		$	57,230		$	1,142,230
Issuance of debt		300,000			-			300,000
Accrued interest		-			54,211			54,211
Conversion to shareholders equity		(1,385,000	)		(111,441	)		(1,496,441	)
Balance as November 30, 2023	$	-		$	-		$	-

The conversion features of the Notes were not clearly and closely related to the Notes and should be recognized as derivative liabilities. The Company determined that the estimated fair value of the derivative liabilities were not material by using a cash flow model based on the inputs of the Company, and the resulting $nil value was allocated to the derivative liabilities.

In October 2023, the Company completed a Qualified Financing and based on the terms of the Notes all Convertible Promissory notes were converted into 517,532 common shares at of the Company.

9

Robinson Aircraft Ltd.

Notes to Condensed Interim Financial Statements

For the Three and Six Months Ended November 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars)

8. Convertible Notes Payable

In October 2023, the Company received $6,700,000 in exchange for convertible notes payable bearing interest at 10% per annum. These convertible notes convert into common shares in the event the Company raised in excess of US $5,000,000 or successfully lists its securities on a public stock exchange. The convertible notes payable converted into common stock of the Company in January 2024.

The Company recorded $67,918 of interest expenses related to these convertible notes payable during the three and six months ended November 30, 2023 (2022 – nil).

9. Scientific Research and Experimental Development

In July 2023, in connection with the year ending May 31, 2023, the Company filed an application for Scientific Research and Experimental Development (“SRED”) credits with the Canadian federal government in the amount of $229,197. This amount is included in Other Receivables as of November 30, 2023 and was received in December 2023.

In September 2023, the Company obtained a loan of $225,000 bearing interest at 14% per annum, compounded monthly. The loan was secured by the future SRED refund and all property of the Company. The Company repaid the loan in its entirety on December 19, 2023.

10. Advances from Shareholder

As at May 31, 2022, an outstanding balance for loans from shareholders was $1,979,332. On June 24th, 2022, the advances from shareholders were fully settled by issuance of 2,196,465 class A common shares of the Company.

11. Common Stock

The Company has an unlimited number of shares of common stock, issuable in one or more series, authorized and available to issue for purposes of satisfying the future grant of common stock options, and for purposes of any future business acquisitions and transactions as follows:

− Unlimited number of voting A common stock with no par value

− Unlimited number of voting B common stock with no par value

− Unlimited number of non-voting common stock with no par value

12. Stock Options

In August 2022, the Company established a Stock Option Plan (the “Option Plan”), under which the Board of Directors may, from time-to-time, in its discretion, grant stock options to directors, officers, consultants and employees of the Company.

During the year ended May 31, 2023, the Company granted 693,265 options (2022 – nil) with an exercise price of $0.76 per shares. These options vest in equal tranches over a period of three years. 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: share price $0.30; expected volatility 85%; risk-free interest rate 2.8%; expected life five years; and forfeiture rate 0%.

10

Robinson Aircraft Ltd.

Notes to Condensed Interim Financial Statements

For the Three and Six Months Ended November 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars)

A summary of stock option activity for the six months ended November 30, 2023 is as follows:

Stock Options Activity	Number of Options outstanding		Number of Options excercisable		Weighted- Average Exercise Price per share		Weighted- Average Life Remaining (in years)
Balance, May 31, 2022		-		-		-		-
Options granted		693,265		-		0.76		7.15
Balance, May 31, 2023		693,265		-		0.76		7.15
Options vested		-		178,566		0.76		6.90
Balance, November 30, 2023		693,265		178,566		0.76		6.90

During the year ended May 31, 2023, the Company granted 693,265 stock options with a fair value of $141,795 and recorded stock-based compensation expenses of $54,632 (2022 - $nil).

During the three and six months ended November 30, 2023, the Company recorded stock-based compensation expenses of $33,347 and $46,766 (November 30, 2022 - $22,747 and $29,287), respectively.

13. Net Income (Loss) per Share Attributable to Common Stockholders

The 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 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, convertible debentures, and convertible promissory notes.

	Three Months Ended						Six Months Ended
	November 30,						November 30,
Basic and Diluted net income (loss) per share:	2023			2022			2023			2022
Numerator:
Net Income (loss) attributable to common stockholders	$	(739,814	)	$	(385,166	)	$	(1,156,232	)	$	(534,916	)
Denominator:
Basic weighted-average shares outstanding		7,641,350			7,470,735			7,555,576			7,182,674
Basic and Diluted net income (loss) per share attributable to common stockholders	$	(0.10	)	$	(0.05	)	$	(0.15	)	$	(0.07	)

Stock options, Convertible debentures, Convertible Promissory notes, and Convertible notes payable were excluded from the computation of diluted net income (loss) per share attributable to common stockholders for the periods presented because including them would have been antidilutive.

11

Robinson Aircraft Ltd.

Notes to Condensed Interim Financial Statements

For the Three and Six Months Ended November 30, 2023 and 2022

(Unaudited - Expressed in Canadian Dollars)

14. Term Loan

In May 2020, the Company received a $40,000 line of credit (“CEBA LOC”) under the Canada Emergency Business Account (“CEBA”) program funded by the Government of Canada. The CEBA LOC was non-interest bearing and could be repaid at any time prior to January 18, 2024 without interest or penalty. The Company repaid this loan on December 18, 2023.

15. Government Grants

DAIR Green Fund

In November 2022, the Company entered into a funding agreement with the Downsview Aerospace Innovation and Research Centre (“DAIR”). In June 2022, DAIR entered into a Contribution Agreement with the Federal Economic Development Agency for Southern Ontario to launch a Green Fund to financially support projects led by small and medium size enterprises. DAIR selected the Company with a project on the Engineering Design of a Hybrid Power System Novel Power Distribution Scheme. The funding approved to the Company was $75,000, of which $50,000 was issued to the Company as at May 31, 2023 and $15,000 was received in the three months ending November 30, 2023. The remaining amount of $10,000 will be received subsequent to successful reporting to DAIR on the project.

Air Force Grant

In January 2022, the Company entered into a Market Research Investment Agreement (the “Agreement”) with Collaboration.Ai, a company engaged with the United States Operations Command and the U.S. Air Force to administer selection and awards for the AFWERX Challenge program to foster innovation within the services. In connection with the Agreement, the Company will provide research, development, design, manufacturing, services, support, testing, integration and equipment in aid of delivery of market research in accordance with one or more Statements of Work or Market Research Plans. During the year ending May 31, 2023, a fixed fee fund of $366,050 was approved. As at November 30, 2023, the Company had received $235,434 of this amount.

16. Related Party Transactions

The following are related party transactions during the three and six months ended November 30, 2023 and 2022:

	For the Three Months Ended November 30,				For the Six Months Ended November 30,
	2023		2022		2023		2022
Salaries to officers		159,247		125,920		260,168		257,580
Reimbursed expenses to officers		21,577		30		27,624		4,387

During the three months and six months ended November 30, 2023, the Company issued nil and nil (2022 – 523,500 and 523,500), respectively, stock options to its directors and recorded $25,344 and $35,542 (2022 - $17,287 and $22,258) of related stock-based compensation expenses.

17. Subsequent Events

On August 15, 2023, the Company entered into a business combination agreement with Pono Capital Three Inc. (the “Pono”). Pursuant to the Business Combination Agreement, on January 12, 2024 the Company amalgamated with Pono Three Merger Acquisitions Corp., a wholly owned subsidiary of Pono, with the resulting combined company continuing as a wholly owned subsidiary of Pono. Pono changed its name to New Horizon Aircraft Ltd. on January 12, 2023.

As consideration for the amalgamation, shareholders of the Company collectively received from Pono, in aggregate, a number of Pono Class A Ordinary Shares equal to the quotient derived from dividing (a) the difference of (i) US $96,000,000 minus (ii) the closing net indebtedness by (b) the redemption price.

The transaction closed on January 12, 2024 with New Horizon Aircraft Ltd. listed on the NASDAQ public stock exchange effective January 16, 2024.

12

EX-99.2

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NEW HORIZON

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of New Horizon Aircraft Ltd.’s (the “Company” or “New Horizon”) consolidated results of operations and financial condition. The discussion should be read together with New Horizon’s financial statements for the three and six months ended November 30, 2022 and 2023, and the related notes thereto filed as Exhibit 99.1 to the Current Report on Form 8-K/A (the “Form 8-K/A”) to which this Exhibit is filed. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. New Horizon’s actual results may differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 19, 2024, particularly in the section titled “Risk Factors.”

Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of New Horizon” to “we”, “our”, “New Horizon”, or “the Company” refer to the business and operations of Horizon prior to the Business Combination and to New Horizon Aircraft Ltd. following the consummation of the Business Combination on January 12, 2024.

Overview

New Horizon was incorporated in 2013. Initially, the company was focused on development of a hybrid electric amphibious aircraft, and in 2018 the Company pivoted to developing an innovative hybrid electric Vertical Takeoff and Landing (“eVTOL”) concept that is identified as the Cavorite X7. The Company has built several small-scale prototypes and now has a 50%-scale aircraft that is undergoing active flight testing.

New Horizon intends to sell these aircraft to third parties, air operators, individual consumers, and NATO military customers. The Company plans to manufacture its aircraft and license its patented fan-in-wing technology to other Original Equipment Manufacturers (“OEM’s”). Manufacturing will be accomplished with a heavy reliance on experienced aircraft manufacturing partners and supply chain vendors. New Horizon believes this highly focused business model will provide the most efficient use of capital to produce an aircraft that has a variety of uses.

Since its inception in 2013, New Horizon has been primarily engaged in research and development of aircraft. The Company incurred net operating losses and negative cash flows from operations in every year since its inception. As of November 30, 2023, it had an accumulated deficit of $CAD6,707 million. The Company has funded its operations primarily with proceeds from the issuance of common stock and convertible notes.

Key Factors Affecting Operating Results

See the section entitled “Risk Factors” in the Company’s S-4/A registration statement on December 18, 2023 for a further discussion of these considerations.

Development of the Regional Air Mobility Market

The Company’s revenue will be directly tied to the continued development of long-distance aerial transportation and related technologies. While the Company believes the market for Regional Air Mobility (“RAM”) will be large, it remains undeveloped and there is no guarantee of future demand. New Horizon anticipates commercialization of its aircraft beginning in 2027, and its business will require significant investment leading up to launching services, including, but not limited to, final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training and commercialization.

New Horizon believes one of the primary drivers for adoption of its aircraft is the value proposition enabled by its aircraft that can take-off and land similar to a helicopter, fly almost twice as fast, and operate with much lower direct operating costs. Additional factors impacting adoption of eVTOL technology include but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the environmental impact of hybrid-electric; volatility in the cost of oil and gasoline; availability of competing forms of transportation, such as ground or unmanned drone services; consumers perception about the convenience and cost of transportation using eVTOL relative to ground-based alternatives; and increases in fuel efficiency, autonomy, or electrification of vehicles. In addition, macroeconomic factors could impact demand for RAM services, particularly if end-user pricing is at a premium to ground-based transportation. New Horizon anticipates initial aircraft sales to be used for medevac services, firefighting services, disaster relief services, remote medical services, military operations, followed by sales to air operators for air cargo, business travel and air-taxi services. If the market for RAM does not develop as expected, this would impact the Company’s ability to generate revenue or grow its business.

Competition

The Company believes that the primary sources of competition for its aircraft sales are traditional helicopters, ground-based mobility solutions, and other eVTOL developers. While it expects to produce a versatile aircraft that can be useful in a variety of air mobility missions, the Company expects this industry to be dynamic and increasingly competitive. It is possible that its competitors could gain significant market share. New Horizon may not fully realize the sales it anticipates, and it may not receive any competitive advantage from its design or may be overcome by other competitors. If new companies or existing aerospace companies produce competing aircraft in the markets in which New Horizon intends to service and obtain large-scale capital investment, it may face increased competition. New Horizon may receive an advantage from well-funded competitors that are paying to create certification programs, raise awareness of eVTOL advantages and advocating to kickstart government funding programs. In the event it does not capture the level of sales and consumer adoption it anticipates, New Horizon’s business, financial condition, operating results and prospects may be harmed. For a more comprehensive discussion, please see the section entitled “Risk Factors” in the Company’s S-4A registration statement filed on December 18, 2023.

Government Certification

In order to be used in for-profit commercial operations, New Horizon’s Cavorite X7 aircraft will require Type Certification. New Horizon has had initial conversations with both the Transport Canada Civil Aviation (TCCA) and the Federal Aviation Association (FAA). As a Canadian company, TCCA will initially lead certification efforts. New Horizon expects the FAA to participate during this process which will likely reduce the amount of time required to achieve FAA certification.

The Company maintains a partnership with Cert Centre Canada (“3C”) for the purpose of collaborating on aspects of the continued development and path to certification of New Horizon’s eVTOL program. 3C is leveraging their deep experience with TCCA and FAA certification programs to develop a certification basis for the certification of New Horizon’s hybrid-electric eVTOL aircraft.

Typically, the certification of a new aircraft design by TCCA or the FAA is a long and complex process, often spanning more than five years and costing hundreds of millions of dollars. The Company has never undergone such a process, and there is no guarantee that its Cavorite X7 design will eventually achieve certification despite its best efforts. The Company will need to obtain authorizations and certifications related to the production of its aircraft. While it anticipates being able to meet the requirements of such authorizations and certifications, the Company may be unable to obtain such authorizations and certifications, or to do so on the timeline it projects. Should the Company fail to obtain any of the required authorizations or certifications, or do so in a timely manner, or any of these authorizations or certifications are modified, suspended or revoked after it obtains them, the Company may be unable to fulfill sales of its commercial aircraft or do so on the timelines it projects, which would have adverse effects on its business, prospects, financial condition and/or results of operations.

Dual Use Business Model

New Horizon’s business model to serve as a dual use aircraft both civilian and military applications. Present projections indicate that sales volume of this dual use aircraft will result in a viable business model over the long-term as production volumes scale and unit economics improve to support sufficient market adoption. The advantage of military application of New Horizon’s aircraft in addition to sales volumes leads to a reduction in the risk of certification as aircraft used for military purposes do not need to achieve Transport Canada, FAA or similar certification approval. As with any new industry and aerospace product, numerous risks and uncertainties exist. The Company’s financial results are dependent on delivering aircraft on-time and at a cost that supports returns at prices that support sufficient sales to customers who are willing to purchase based on value arising from time and versatility from utilizing regional eVTOL aircraft. New Horizon’s civilian sector financial results are dependent on achieving certification on its expected timeline. New Horizon’s aircrafts include numerous parts and manufacturing processes unique to eVTOL aircraft, in general, and its product design, in particular. Best efforts have been made to estimate costs in the Company’s planning projections; however, the variable cost associated with assembling its aircraft at scale remains uncertain at this stage of development.

2

Business Combination with Pono

On August 15, 2023, the Company entered into a business combination agreement with Pono Capital Three Inc. (“Pono”). Pursuant to the Business Combination Agreement, on January 12, 2024 the Company amalgamated with Pono Three Merger Acquisitions Corp., a wholly owned subsidiary of Pono, with the resulting combined company continuing as a wholly owned subsidiary of Pono. Pono changed its name to New Horizon Aircraft Ltd. on January 12, 2024.

As consideration for the amalgamation, shareholders of the Company collectively received from the Pono, in aggregate, a number of Pono Class A Ordinary Shares equal to the quotient derived from dividing (a) the difference of (i) US $96,000,000 minus (ii) the closing net indebtedness by (b) the redemption price.

The transaction closed on January 12, 2024 with the Company listed on the NASDAQ public stock exchange effective January 16, 2024.

Components of Results of Operations

Research and Development Expenses

Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, equipment and materials, allocations of overhead, including rent, information technology costs and utilities. Research and development expenses are partially offset by payments the Company receives in the form of government grants.

The Company expects its research and development expenses to increase as it increases staffing to support aircraft engineering and software development, build aircraft prototypes, and continue to explore and develop next generation aircraft and technologies.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of compensation costs, including salaries, benefits, and stock-based compensation, related to management, finance, legal, and human resource functions, as well as business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, rent, information technology costs, and utilities.

Near-term increases in selling, general and administrative expenses are expected to be related to hiring additional personnel and consultants to support the Company’s commercialization efforts and compliance with the applicable provisions of the Sarbanes-Oxley Act (“SOX”) and other U.S. Securities and Exchange Commission (“SEC”) rules and regulations.

Interest Income

Interest income consists primarily of interest earned on the Company’s cash and cash equivalents and investments in marketable securities.

3

Interest Expense

Interest expense consists primarily of the interest on the Company’s convertible notes and convertible debentures that have converted into common shares of the Company on or prior to the closing of the Business Combination with Pono. Additional interest expense includes the cost of equipment financing.

Results of Operations

The following information has been prepared on the same basis as New Horizon’s audited annual financial statements, and includes, in New Horizon’s opinion, all adjustments necessary to state fairly its results of operations for these periods. This data should be read in conjunction with New Horizon’s financial statements. These results of operations are not necessarily indicative of the future results of operations that may be expected for any future period.

Comparison of the Three Months Ended November 30, 2022 to the Three Months Ended November 30, 2023

The following table sets forth New Horizon’s statements of operations data for the quarters ended November 30, 2023 and 2022.

	Three Months Ended November 30,						Period Over Period Change
	2023			2022			( $ )			( % )
(Expressed in Canadian Dollars)
Operating expenses
Salaries, wages and benefits	$	142,517		$	89,298		$	53,219			60	%
Professional fees		290,422			45,389			245,033			540	%
Depreciation and amortization		13,825			8,438			5,387			*
Research and development		219,033			160,816			58,217			36	%
General and administrative		125,007			46,458			78,549			169	%
Stock-based compensation		33,347			22,747			10,600			*
Total operating expenses	$	824,151		$	373,146		$	451,005			121	%
Operating Loss		(824,151	)		(373,146	)		(451,005	)		121	%
Other income		229,197			5,000			224,197			4,484	%
Interest expenses		(142,464	)		(17,020	)		(125,444	)		737	%
(Gain)/loss on foreign exchange		(2,396	)		-			(2,396	)		*
Loss Before Income Taxes		(739,814	)		(385,166	)		(354,648	)		92	%
Net Loss	$	(739,814	)	$	(385,166	)	$	(354,648	)		92	%

* indicates variances that are not significant.

Operating Expenses

Operating expenses increased by $451,005 or 121%, from $373,146 for the quarter ended November 30, 2022 to $824,151 for the quarter ended November 30, 2023. The increase was primarily driven by professional fees associated with the business combination with Pono, additional staff hired to support development activities, and other administrative costs connected with the Company’s growth.

Research and Development Expenses

Research and development expenses increased by $58,217, or 36%, from $160,816 during the quarter ended November 30, 2022 to $219,033 during the quarter ended November 30, 2023. The increase was primarily attributable to additional labour related to flight testing, flight software, and data analysis.

General and Administrative

General and Administrative costs increased by $78,549, or 169%, from $46,458 during the quarter ended November 30, 2022 to $125,007 during the quarter ended November 30, 2023. The increase was a result of increased travel, marketing, and branding expenses related to the Company’s growth activities and transition to a public Company.

4

Other Income

Other income increased by $224,197 from $5,000 during the quarter ended November 30, 2022 to $229,197 during the quarter ended November 30, 2023. The increase in Other income was the result of Scientific Research and Experimental Development credits received from the Canadian federal government. The Company filed a claim for these credits related to its fiscal 2023 period. The amount was received in December 2024.

Interest Expense

Interest expenses increased by $125,444, or 737%, from $17,020 during the quarter ended November 30, 2022 to $142,464 during the quarter ended November 30, 2023. The increase in Interest expenses was primarily driven by convertible promissory notes the Company issued over the course of fiscal 2023 coupled with interest accrued on convertible notes issued in October 2023. Both the convertible promissory notes and convertible notes were converted into common shares in October 2023 and January 2024, respectively.

Comparison of the Six Months Ended November 30, 2022 to the Six Months Ended November 30, 2023

The following table sets forth New Horizon’s statements of operations data for the six months ended November 30, 2023 and 2022.

	Six Months Ended November 30,						Period Over Period Change
	2023			2022			( $ )			( % )
(Expressed in Canadian Dollars)
Operating expenses
Salaries, wages and benefits	$	221,088		$	196,576		$	24,512			12	%
Professional fees		380,515			59,326			321,189			541	%
Depreciation and amortization		20,562			15,175			5,387			*
Research and development		364,252			359,320			4,932			1	%
General and administrative		171,296			79,076			92,220			117	%
Stock-based compensation		46,766			29,287			17,479			*
Total operating expenses	$	1,204,479		$	738,760		$	465,719			63	%
Operating Loss		(1,204,479	)		(738,760	)		(465,719	)		63	%
Grant income		-			235,434
Other income		229,197			(9,113	)		238,310			(2,615	)%
Interest expenses		(180,421	)		(22,477	)		(157,944	)		703	%
(Gain)/loss on foreign exchange		(529	)		-			(529	)		*
Loss Before Income Taxes		(1,156,232	)		(534,916	)		(621,316	)		116	%
Net Loss	$	(1,156,232	)	$	(534,916	)	$	(621,316	)		116	%

* indicates variances that are not significant.

Operating Expenses

Operating expenses increased by $465,719 or 63%, from $738,760 for the six months ended November 30, 2022 to $1,204,479 for the six months ended November 30, 2023. The increase was primarily driven by professional fees associated with the business combination with Pono, additional staff hired to support development activities, and other administrative costs connected with the Company’s growth.

5

Research and Development Expenses

Research and development expenses increased by $4,932, or 1%, from $359,320 during the six months ended November 30, 2022 to $364,252 during the six months ended November 30, 2023. The increase was primarily attributable to additional labour related to flight testing, flight software, and data analysis in the Company’s second quarter of fiscal 2024 partially offset by a reduction in spending for fabrication and manufacturing of scale prototypes and being in a low-cost phase of data collection in the Company’s first quarter of fiscal 2024.

General and Administrative

General and Administrative costs increased by $92,220, or 117%, from $79,076 during the six months ended November 30, 2022 to $171,296 during the six months ended November 30, 2023. The increase was a result of increased travel, marketing, and branding expenses related to the Company’s growth activities and transition to a public Company.

Interest Expense

Interest expenses increased by $157,944, or 703%, from $22,477 during the six months ended November 30, 2022 to $180,421 during the six months ended November 30, 2023. The increase in Interest expenses was primarily driven by convertible promissory notes the Company issued over the course of fiscal 2023 coupled with interest accrued on convertible notes issued in October 2023. Both the convertible promissory notes and convertible notes were converted into common shares in October 2023 and January 2024, respectively.

Liquidity and Capital Resources

Sources of Liquidity

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, contractual obligations and other commitments. The Company assesses liquidity in terms of its cash flows from financing activities and their sufficiency to fund its operating and development activities. As of November 30, 2023, the Company’s principal source of liquidity was cash and cash equivalents of $5,878,503.

To date, the Company has funded its operations primarily with the issuances of common shares to private investors, and issuances of convertible promissory notes. Additional funding has been provided through government backed grants.

Debt Financing

Since the Company’s inception through November 30, 2023, it has raised approximately $8,685,000 in convertible and promissory notes financing, net of commissions.

Other Equity Financing

Since the Company’s inception through November 30, 2023, it has raised approximately $6,579,450 in cash from common stock issuances to individual private investors and institutions investors.

Cash Flows

For the Six Months Ended November 30, 2022 and 2023

The following table sets forth a summary of the Company’s cash flows for the periods indicated:

	Six Months Ended November 30,						Period Over Period Change
	2023			2022			( $ )			( % )
(Expressed in Canadian Dollars)
Net cash used in operating activities		(1,284,643	)		(478,432	)		(806,211	)		169	%
Net cash used in investing activities		(109,237	)		(5,707	)		(103,530	)		100	%
Net cash provided by financing activities		7,044,414			920,050			6,124,364			666	%
Net increase (decrease) in cash		5,650,534			435,911			5,214,623			1,196	%
Cash - beginning of period		227,969			4,322			223,647			5,175	%
Cash - end of period	$	5,878,503		$	440,233		$	5,438,270			1,235	%

6

Net Cash Used in Operating Activities

The Company’s cash flows used in operating activities to date have been primarily comprised of payroll, software and technology expenses, professional services related to research and development and general and administrative activities, partially offset by periodic grants received from various agencies. As the Company raises additional capital, it expects to increase hiring to accelerate its engineering efforts ahead of continuing its full-scale prototype development program.

For the six months ended November 30, 2023, the $806,211, or 169% increase in cash used from operations as compared to the six months ended November 30, 2022 was primarily attributed to professional fees connected with the business combination with Pono, additional compensation costs related to developing the Company’s aircraft, and grant income received in the prior year.

Net Cash Used in Investing Activities

Net cash flows used in investing activities for the six months ended November 30, 2023 was driven by $54,985 of capitalized research and development costs and $54,252 of property and equipment to support research and development activities.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the six months ended November 30, 2023 was primarily due to proceeds from the issuance of convertible notes payable and convertible debentures totaling approximately $7.1 million as compared to $0.9 million in the same period of the prior year.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our quarterly financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, expenses and related disclosures. Actual results may differ from these estimates under different assumptions or circumstances and any such differences could be significant.

The accounting policies of the Company are the same as those set forth in Management’s Discussion and Analysis and Results of Operations section of the audited financial statements for the year ending May 31, 2023.

New Accounting Pronouncements Not Yet Adopted

Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the consolidated financial statements upon future adoption.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company was not exposed to significant interest rate risks related to its operating expenses as its current debt is at fixed interest rates and does not depend on investments or interest income to fund operations.

Foreign Currency Risk

The Company was not exposed to significant foreign currency risks related to its operating expenses as its foreign operations are not material to its consolidated financial statements.

7

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

References in this section to “Horizon” refer to Legacy Horizon prior to the Closing. Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K to which this Exhibit 99.1 is attached.

The Company is providing the following unaudited pro forma condensed combined and consolidated financial information to aid you in your analysis of the financial aspects of the Business Combination and related transactions. The following unaudited pro forma condensed combined and consolidated financial information presents the combination of the financial information of Pono and Horizon adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined and consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The historical financial information of Pono was derived from the unaudited financial statements of Pono as of September 30, 2023, nine months ended September 30, 2023, six months ended June 30, 2023, three months ended March 31, 2023 and for the period from March 11, 2022 (inception) through December 31, 2022. The historical financial information of Horizon was derived from the unaudited consolidated financial statements of Horizon as of November 30, 2023, for the six months ended November 30, 2023 and the audited consolidated financial statements for the year ended May 31, 2023. Such unaudited pro forma financial information has been prepared on a basis consistent with the audited financial statements of Pono and Horizon, respectively, and should be read in conjunction with the historical financial statements and related notes, each of which are incorporated in this Current Report on Form 8-K by reference. This information should be read together with Pono’s and Horizon’s financial statements and related notes, the sections titled “Pono Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Horizon Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

The Business Combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Pono was treated as the “acquired” company for financial reporting purposes. Horizon has been determined to be the accounting acquirer because existing Horizon shareholders, as a group, retained the largest portion of the voting rights in the combined entity, the executive officers of Horizon are the initial executive officers of the combined company, and the operations of Horizon will be the continued operations of the combined company.

Horizon and Pono have different fiscal year ends. Horizon is May 31, and Pono is December 31. The historical financial information of Pono was derived from the unaudited financial statements of Pono as of September 30, 2023, for the three months ended September 30, 2023, for the six months ended June 30, 2023 and for the three months ended March 31, 2023, the audited financial statements of Pono as of December 31, 2022 and for the year ended December 31, 2022, and the unaudited financial statements of Pono as of September 30, 2022 and for the period from March 11, 2022 (inception) through September 30, 2022.

The unaudited pro forma condensed combined and consolidated balance sheet as of November 30, 2023 (Horizon) and September 30, 2023 (Pono) assumes that the Business Combination and related transactions occurred on November 30, 2023. The unaudited pro forma condensed combined and consolidated statements of operations for the three months ended September 30, 2023, for the six months ended November 30, 2023, for the year ended June 30, 2023 and for the year ended May 31, 2023 gives pro forma effect to the Business Combination and related transactions as if they had occurred on June 1, 2022. Pono and Horizon have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

These unaudited pro forma condensed combined and consolidated financial statements are for informational purposes only. They do not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined and consolidated financial information.

The transaction accounting adjustments for the Business Combination consist of those necessary to account for the Business Combination and related transactions. The unaudited pro forma condensed combined consolidated financial statements have been adjusted to give effect to the following adjustments:

● the effect of the Business Combination as described in the Merger Agreement;

● the PIPE Agreement (as defined below), pursuant to which a certain investor purchased Pono’s Class A ordinary shares in an aggregate value of $2,000,000 representing 200,000 PIPE Shares at a price of $10.00 per share.

Description of the Business Combination

On August 15, 2023, Pono, and Horizon, entered into the Business Combination Agreement pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) Pono continued from the Cayman Islands to the Province of British Columbia under the BCBCA, (ii) Horizon amalgamated with Merger Sub, with as the amalgamated entity, Horizon Amalco, became a wholly-owned subsidiary of Pono.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the holders of Horizon Common Shares collectively were entitled to receive in the aggregate, a number of New Pono Class A ordinary shares equal to the quotient derived from dividing (a) the difference of (i) $96 million, and (ii) the Closing Net Indebtedness, by (b) the Redemption Price (as defined below), with each Horizon shareholder receiving, for each Horizon share held, a number of Pono Class A ordinary shares equal to such shareholder’s pro rata portion of the Exchange Consideration. Each outstanding option to purchase Horizon common shares was exchanged for New Pono Options at Closing.

The Exchange Consideration otherwise payable to Horizon shareholders was subject to the withholding of a number of Pono ordinary shares equal to (i) three percent (3.0%) of the Exchange Consideration to be placed in escrow for post-closing adjustments (if any) to the Exchange Consideration, and (ii) such number of additional number of Pono ordinary shares equal a maximum of the quotient derived from dividing (i) Eight Million Dollars ($8,000,000) by (ii) the redemption price per share (the “Redemption Price”) as defined in Pono’s Amended and Restated Memorandum and Articles of Association (the “Incentive Shares”), provided such Incentive Shares were allotted and issued on or prior to the Closing Date to such third parties as Horizon and Pono agreed (A) in connection with post-closing financing structures in the form of a PIPE, convertible debt, forward purchase agreement, backstop, or equity line of credit; or (B) to one or more existing holders of Pono ordinary shares as an inducement for them not to proceed with a redemption, subject to certain restrictions. The Exchange Consideration is subject to adjustment after the Closing based on confirmed amounts of the Closing Net Indebtedness as of the Closing Date. If the adjustment is a negative adjustment in favor of Pono, the escrow agent shall distribute to Pono a number of Pono Class A ordinary shares with a value equal to the absolute value of the adjustment amount. If the adjustment is a positive adjustment in favor of Horizon, Pono will issue to the Horizon shareholders an additional number Pono Class A ordinary shares with a value equal to the adjustment amount.

Forward Purchase Agreement

Pursuant to the terms of the Forward Purchase Agreement, Meteora purchased 1,580,127 of total outstanding shares from Public Shareholders who elected to redeem such shares in connection with the Business Combination. Meteora waived any redemption rights in connection with the Business Combination with respect to the Recycled Shares. Purchases of Recycled Shares by Meteora was made after the redemption deadline in connection with the Business Combination at a price no higher than the redemption price paid by Pono in connection with the Business Combination.

2

The Forward Purchase Agreement provides that, not later than the Prepayment Date, Pono will pay Meteora, out of funds held in the Trust Account, a Prepayment Amount equal to the product of the number of Recycled Shares and the Initial Price, less the 10% Prepayment Shortfall. Meteora has agreed to waive any redemption rights in connection with the Business Combination with respect to the Recycled Shares.

From time to time following the Closing and prior to the Maturity Date, being the earliest to occur of (a) the first anniversary of the Closing (or, upon the mutual written agreement of Pono and Meteora, 3 years following the Closing) and (b) the date specified by Meteora in a written notice to be delivered to Pono at Meteora’s discretion after the occurrence of a Seller Price Trigger Event or a Delisting Event (each as defined in the Forward Purchase Agreement), Meteora may, in its sole discretion, sell some or all of the Recycled Shares. On the last trading day of each calendar month following the Business Combination, in the event that Meteora has sold any Recycled Shares (other than sales to recover the Prepayment Shortfall), an amount will be paid to Pono from the Trust Account equal to the product of the number of Recycled Shares sold multiplied by the Reset Price and to Meteora from the Trust Account equal to the excess of the Initial Price over the Reset Price for each sold Recycled Share. The “Reset Price” will be subject to reset on a bi-weekly basis commencing the first week following the thirtieth day after the closing of the Business Combination to be the lowest of (a) the then-current Reset Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior two weeks; provided the Reset Price shall not be less than $6.00, except pursuant to reduction upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering.

At the Maturity Date, an amount equal to the Initial Price for each Matured Share shall be transferred to Meteora from the Trust Account, and Meteora shall transfer the Matured Shares to Pono. Additionally, at the Maturity Date, Pono shall pay to Meteora an amount equal to $3.00 for each Matured Share, which may be paid in cash or in shares of NewCo Common Stock at the 15-day volume weighted average price of the NewCo Common Stock.

FPA Funding Amount Subscription Agreements

Pono entered into the FPA Funding Amount Subscription Agreement with Meteora. Pursuant to the FPA Funding Subscription Agreement, Seller agreed to subscribe for and purchase, and Pono agreed to issue and sell to Seller, on the Closing Date at a price of $10.00 per share, an aggregate of up to the Maximum Amount, less the Recycled Shares in connection with the Forward Purchase Agreements. No shares were issued under the FPA Funding Amount Subscription Agreement at the Closing Date.

Horizon Convertible Promissory Notes

On October 24, 2023, in connection with the Business Combination, Horizon raised $CAD6,700,000 in proceeds through the issuance of convertible notes (“Convertible Promissory Notes”) from third parties. The Convertible Promissory Notes have an interest rate of 10% per annum or the maximum rate permissible by law, whichever is less. The Convertible Promissory Notes would have converted into Horizon common stock in the event Horizon (i) issued and sold Horizon’s preferred or common shares (the “Equity Securities’) to investors on or before the date of the repayment in full of the Convertible Promissory Notes in an equity financing resulting in gross proceeds to Horizon of at least $CAD5,000,000, or (ii) listed Equity Securities for trading pursuant to a prospectus filed under applicable Canadian securities laws or a registration statement filed under the 1933 Act (either (i) or (ii), a “Qualified Transaction”), then the outstanding principal and unpaid accrued interest balance of these Convertible Promissory Note would have automatically converted in whole without any further action by the noteholder into such Equity Securities at a conversion price equal to eighty percent (80%) of the per share price applicable in the Qualified Transaction, and otherwise on the same terms and conditions as given to the participants in such transaction. The Convertible Promissory Notes were converted into Amalco Common Shares upon consummation of the Business Combination. The accounting treatment for Convertible Promissory Notes is still being evaluated.

If these Convertible Promissory Notes have not been previously converted pursuant to a Qualified Transaction, then the shareholders may elect by giving five (5) days’ notice (the “Voluntary Conversion Date”) to convert (the “Voluntary Conversion”) these Convertible Promissory Notes and any unpaid accrued interest thereon into Class B Common Shares of the Horizon at a conversion price equal to the quotient of $CAD40,000,000 divided by the aggregate number of outstanding common shares of the Horizon as of the Voluntary Conversion Date.

The issuance of the Convertible Promissory Notes, and the subsequent conversion of the Convertible Promissory Notes into 1,362,962 shares under the Voluntary Conversion terms is reflected as a series of adjustments in the unaudited pro forma condensed combined consolidated financial statements.

3

PIPE Agreement

On December 27, 2023, Pono entered into a PIPE agreement (the “PIPE Agreement”), pursuant to which a certain investor purchased Pono’s Class A ordinary shares (such shares, collectively, “PIPE Shares”) in an aggregate value of $2,000,000, representing 200,000 PIPE Shares at a price of $10.00 per share. The purpose of the sale of the Subscription Shares was to raise additional capital for use in connection with the Business Combination.

Letter Agreement

On December 27, 2023, Pono entered into a letter agreement (the “Letter Agreement”) with Horizon, pursuant to which, as an inducement for the Subscriber to enter into the PIPE Agreement, Horizon agreed to transfer or cause to be transferred an aggregate of 330,000 Incentive Shares (as defined in the Business Combination Agreement) to the Subscriber and an additional 424,013 Incentive Shares to the Subscriber’s designees.

Accounting Treatment

The Business Combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Pono was treated as the “acquired” company for financial reporting purposes. Horizon has been determined to be the accounting acquirer because existing Horizon shareholders, as a group, will retain the largest portion of the voting rights in the combined entity, the executive officers of Horizon are the initial executive officers of the combined company, and the operations of Horizon will be the continued operations of the combined company.

Basis of Pro Forma Presentation

Pono reports its historical financial information in U.S. Dollars (“$USD”) and Horizon reports its historical financial information in Canadian Dollars (“$CAD”). For purposes of this presentation, all $USD balance sheet amounts have been translated into $CAD using an exchange rate of $USD1.00 to $CAD1.36, which was the exchange rate published by the Federal Reserve Board as of September 30, 2023. All $USD statement of profit or loss and other comprehensive profit or loss amounts have been translated into $CAD using an average exchange rate of $USD1.00 to $CAD1.34 for the three months ended September 30, 2023 and for the year ended June 30, 2023. All amounts reported within this pro forma financial information are $CAD unless otherwise noted as $USD.

The following summarizes the pro forma common stock outstanding following the Business Combination and related transactions:

	Shares		%
Shares held by current Pono Public Shareholders		67,315		0.4	%
Shares held by current PIPE Shareholders(1)		954,013		5.6	%
Shares held by current Pono Founder Shareholders(2)		5,500,997		32.4	%
Shares held by current Horizon Shareholders(3)		8,665,071		51.1	%
Shares held by the Representative(4)		207,000		1.2	%
Shares held by the Meteora Capital(5)		1,580,127		9.3	%
Pro forma Common Shares		16,974,523		100.0	%

(1)	Includes 200,000 shares issued related to the PIPE Agreement and 754,013 incentive shares.
(2)	Includes 4,935,622 Pono Class B Ordinary Shares related to the Founder Shares and 565,375 Pono Class A Ordinary Shares related to the Private Placement Units.
(3)	Includes 517,532 shares issued upon the conversion of convertible notes outstanding, 693,265 shares issued upon the exercise of outstanding Horizon stock options, and 1,362,962 shares issued upon the conversion of certain Convertible Promissory Notes under the Voluntary Conversion terms.
(4)	Represents Pono Class A Ordinary Shares held by the Underwriter, including 103,500 additional shares being issued as partial settlement for $1,035,000 of the deferred underwriting fees.
(5)	Represents 1,580,127 Recycled Shares purchased by Meteora as defined in the Forward Purchase Agreement.

4

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED BALANCE SHEETS

(in thousands, except share and per share amounts)

	Horizon Aircraft (As of November 30, 2023)			Pono Capital Three Inc. (As of September 30, 2023)			Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	5,879		$	93		$	164,957		A	$	4,281
								(4,489	)	C
								(102	)	D
								(142,917	)	K
								(21,856	)	L
								2,716		M
Accounts receivable		267			—			—				267
Prepaid expenses		93			210			—				303
Total current assets		6,239			303			(1,691	)			4,851
Non-current assets:
Property and equipment, net		107			—			—				107
Operating lease assets		97			—			—				97
Deferred development costs		1,027			—			—				1,027
Forward Purchase Agreement		—			—			2,661		J		2,661
Marketable Securities held in Trust Account		—			164,957			(164,957	)	A		—
Total non-current assets		1,231			164,957			(162,296	)			3,892
Total assets	$	7,470		$	165,260		$	(163,987	)		$	8,743
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	366		$	481		$	(441	)	C	$	406
Accrued expenses		—			80			(56	)	C		24
Accrued expenses - related party		—			14			122		D		136
Term loans		40			—			—				40
Current portion of operating lease liabilities		49			—			—				49
Short-term debt		225			—			—				225
Convertible notes payable		6,768			—			(6,768	)	G		—
Accrued offering costs		—			95			693		C		788
Income tax payable		—			1,028			—				1,028
Total current liabilities		7,448			1,698			(6,450	)			2,696
Non-current liabilities:
Operating lease liabilities		48			—			—				48
Forward Purchase Agreement		—			12,072			(12,072	)	E		—
Deferred underwriting fee payable		—			4,685			(3,184	)	C		96
								(1,405	)	N
Total non-current liabilities		48			16,757			(16,661	)			144
Total liabilities		7,496			18,455			(23,111	)			2,840
Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,500,000 shares at redemption value of $10.49 per share as of September 30, 2023		—			163,794			(163,794	)	B		—
Stockholders’ Equity (Deficit)
Common stock: no par value; unlimited authorized; 6,012,391 Voting A, 1,775,876 Voting B, and 200,000 Non-voting common stocks issued and outstanding		6,579			—			(6,577	)	I		2
Class A ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 668,875 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption)  as of September 30, 2023		—			—			1		B		—
								(1	)	I
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 4,935,622 issued and outstanding		—			1			6,768		G		—
								(6,769	)	I
Additional paid-in capital		101			—			163,793		B		1,715
								(585	)	C
								(16,990	)	F
								—
								40		H
								13,347		I
								2,661		J
								(142,917	)	K
								(21,856	)	L
								2,716		M
								1,405		N
Accumulated deficit		(6,706	)		(16,990	)		(916	)	C		4,186
								(224	)	D
								12,072		E
								16,990		F
								(40	)	H
Total shareholders’ equity (deficit)		(26	)		(16,989	)		22,918				5,903
Total liabilities and shareholders’ equity (deficit)	$	7,470		$	165,260		$	(163,987	)		$	8,743

5

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED STATEMENT OF OPERATIONS

(in thousands, except share and per share amounts)

	Horizon Aircraft Historical (For the Six Months Ended November 30, 2023)			Pono Historical (For the Six Months Ended September 30, 2023)			Transaction Accounting Adjustments				Pro Forma Combined
Operating Expenses:
Salaries, wages and benefits	$	221		$	—		$	—			$	221
Professional fees		381			—			(254	)	CC		127
Depreciation and amortization		21			—			—				21
Research and development		364			—			—				364
General and administrative		171			—			—				171
Stock-based compensation		47			—			—				47
Operating and formation costs		—			1,219			—				1,219
Total expenses		1,205			1,219			(254	)			2,170
Loss from operations		(1,205	)		(1,219	)		254				(2,170	)
Other income (expense):
Interest expenses		(180	)		—			(211	)	AA		(109	)
								282		DD
Other income		229			—			—				229
Interest income on investments held in Trust Account		—			3,992			(3,992	)	BB		—
Change in fair value of Forward Purchase Agreement		—			(107	)		—				(107	)
(Gain)/loss on foreign exchange		(1	)		—			—				(1	)
Net comprehensive (loss) income		(1,157	)		2,666			(3,667	)			(2,158	)
Income tax expense		—			(1,016	)		—				(1,016	)
(Loss) income for the period	$	(1,157	)	$	1,650		$	(3,667	)		$	(3,174	)
Net profit (loss) per share (Note 4):
Weighted average shares outstanding - basic and diluted		7,555,576
Net loss per common share - basic and diluted	$	(0.15	)
Basic and diluted weighted average shares outstanding - Class A					12,168,875
Net income per share, Class A Ordinary Shares subject to possible redemption - basic and diluted				$	0.09
Basic and diluted weighted average shares outstanding - Class B					4,935,622
Net income per share, Class B non-redeemable ordinary shares - basic and diluted				$	0.09
Weighted average shares outstanding - basic and diluted												16,974,523
Net loss per share - basic and diluted											$	(0.19	)

6

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF PROFIT (LOSS) AND COMPREHENSIVE PROFIT (LOSS)

FOR THE YEAR ENDED MAY 31, 2023

(in thousands, except share and per share amounts)

	Horizon Aircraft Historical (For the Year Ended May 31, 2023)			Pono Historical (For the Year Ended June 30, 2023)			Transaction Accounting Adjustments				Pro Forma Combined
Operating Expenses:
Salaries, wages and benefits	$	409		$	—		$	—			$	409
Professional fees		87			—			—				87
Depreciation and amortization		27			—			—				27
Research and development		599			—			—				599
General and administrative		209			—			916		CC		1,125
Stock-based compensation		55			—			40		EE		95
Operating and formation costs		—			583			—				583
Total expenses		1,386			583			956				2,925
Loss from operations		(1,386	)		(583	)		(956	)			(2,925	)
Other income (expense):
Grant income		300			—			—				300
Other income		(10	)		—			—				(10	)
Interest expenses		(74	)		—			(670	)	AA		(64	)
								680		DD
Interest income on investments held in Trust Account		—			2,740			(2,740	)	BB		—
Net comprehensive (loss) income		(1,170	)		2,157			(3,686	)			(2,699	)
Income tax expense		—			—			—				—
(Loss) income for the period	$	(1,170	)	$	2,157		$	(3,686	)		$	(2,699	)
Net profit (loss) per share (Note 4):
Weight-average common shares outstanding, basic and diluted		7,326,310
Net loss per common share - basic and diluted	$	(0.16	)
Basic and diluted weighted average shares outstanding - Class A					9,143,464
Net income per share, Class A Ordinary Shares subject to possible redemption - basic and diluted				$	0.16
Basic and diluted weighted average shares outstanding - Class B					4,935,622
Net income per share, Class B non-redeemable ordinary shares - basic and diluted				$	0.16
Weighted average shares outstanding - basic and diluted												16,974,523
Net loss per share - basic and diluted											$	(0.16	)

7

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Basis of Presentation

The Business Combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded. Under this method of accounting, Pono was treated as the “accounting acquiree” and Horizon as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Horizon issuing shares for the net assets of Pono, followed by a recapitalization. The net assets of Horizon were stated at historical cost. Operations prior to the Business Combination were those of Horizon.

The unaudited pro forma condensed consolidated statement of financial position as of November 30, 2023 (Horizon) and September 30, 2023 (Pono) gives effect to the Business Combination and related transactions as if they occurred on November 30, 2023. The unaudited pro forma condensed consolidated statements of profit (loss) and comprehensive profit (loss) for the six months ended November 30, 2023 and for the year ended May 31, 2023 (Horizon) and for the six months ended September 30, 2023 and for the year ended June 30, 2023 (Pono) give effect to the Business Combination and related transactions as if they occurred on June 1, 2022. These periods are presented on the basis that Horizon is the acquirer for accounting purposes.

The pro forma adjustments reflecting the consummation of the Business Combination and the related transaction are based on currently available information and certain assumptions and methodologies that Pono believes are reasonable under the circumstances. The unaudited condensed combined and consolidated pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Pono believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined and consolidated financial information.

The unaudited pro forma condensed combined and consolidated financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed combined and consolidated financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Pono and Horizon.

Note 2. Accounting Policies and Reclassifications

Management has performed a comprehensive review of the two entities’ accounting policies. Based on this review, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

As part of the preparation of these unaudited pro forma condensed combined and consolidated financial statements, certain reclassifications were made to align Pono financial statement presentation with that of Horizon.

Note 3. Adjustments to Unaudited Pro Forma Condensed Consolidated Combined Financial Information

The unaudited pro forma condensed combined and consolidated financial information has been prepared to illustrate the effect of the Business Combination and related transactions, including the issuance of Horizon Convertible Promissory Notes, and has been prepared for informational purposes only.

8

The following unaudited pro forma condensed combined and consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Pono has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined and consolidated financial information. Pono and Horizon have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined and consolidated statement of operations are based upon the number of shares of Horizon’ common stock outstanding, assuming the Business Combination and related transactions occurred on June 1, 2022.

Adjustments to Unaudited Pro Forma Condensed Consolidated Statement of Financial Position

The adjustments included in the unaudited pro forma condensed consolidated statement of financial position as of November 30, 2023 and September 30, 2023 are as follows:

A.	Reflects the reclassification of $CAD165.0 million ($USD121.5 million) held in the Trust Account to cash that becomes available at closing of the Business Combination.
B.	Reflects the reclassification of approximately $CAD163.8 million ($USD120.6 million) of Pono Class A Ordinary Shares that are subject to possible redemption into Amalco Class A Common Shares as a result of a series of transactions as part of the Business Combination.
C.	Represents payment of Pono’s transactions costs of $CAD$4.5 million inclusive of advisory, banking, printing, legal and accounting fees that are expensed as a part of the Business Combination, partial payment of deferred underwriting fees and equity issuance costs that are capitalized into additional paid-in capital. Of the transaction costs, approximately $CAD$5.2 million has been incurred and reflected in the historical financial statements of Pono. Represents additional accrual of Horizon’s transaction costs of $CAD0.6 million, and of Pono’s transactions costs of $CAD0.1 million.
D.	Reflects additional accruals and partial repayment of amounts due to related parties of Pono for general operating costs.
E.	Represents the elimination of the Forward Purchase Agreement liability on Pono’s historical balance sheet.
F.	Reflects the elimination of Pono’s historical accumulated deficit.

G.	Represents the conversion of $CAD6.8 million of Convertible Promissory Notes under the Voluntary Conversion terms into 1,362,962 shares of Horizon Class B common stock immediately prior to the close of the Business Combination.
H.	Reflects an acceleration of share-based compensation expense of approximately $CAD0.1 million related to the expectation to accelerate the vesting of certain unvested Horizon share-based awards in connection with the Business Combination.
I.	Represents the recapitalization of Pono outstanding equity (inclusive of 1,647,442 Class A ordinary shares held by Pono Public Shareholders, 565,375 Pono Class A Ordinary Shares related to the Private Placement Units, and 4,935,622 Class B ordinary shares issued to Founders at historical par value of $USD0.0001) and the issuance of Amalco Class A Common Shares to existing Horizon Shareholders pursuant to the Business Combination.

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J.	Reflects the recording of the fair value of the derivative Forward Share Purchase Agreement related to 1,580,127 Recycled Shares. On January 12, 2024, the Forward Share Purchase Agreement was valued at $CAD2.7 million ($USD2.0 million). A Monte Carlo simulation was used for the valuation. In the Monte-Carlo simulation, the common equity price per share of the Company was simulated based on a Geometric Brownian Motion process with a trend rate equal to the risk-free rate and identical error factors for each step to calculate the share proceeds received by the Company at the Settlement Date. Under the no redemption scenario, no Recycled Shares are purchased under this agreement.
K.	Reflects 9,919,873 Pono Class A Ordinary Shares redeemed in connection with the Business Combination, for aggregate payments to redeeming Pono Public Shareholders of approximately $CAD142.9 million ($USD105.2 million) (at a redemption price of $CAD14.34 ($USD10.56) per share). 1,580,127 shares not redeemed under the Forward Share Purchase Agreement.
L.	Reflects the recording of the prepayment amount associated with 1,580,127 Recycled Shares made by the Amalco company to Meteora under the terms of the Forward Purchase Agreement.
M.	Represents the net proceeds from the Seller of approximately $CAD2.7 million ($USD2.0 million) for 200,000 shares of Pono Class A Ordinary Shares at a price of $CAD13.60 ($USD10.00) per share in connection with the PIPE Agreement. The accounting treatment for PIPE Agreement is still being evaluated.
N.	Represents the partial settlement of $CAD1.4 million ($USD1.0 million) in deferred underwriter fees for 103,500 Pono Class A Ordinary Shares at a price of $10.00 per share.

Adjustments to Unaudited Pro Forma Condensed Consolidated Statement of Operations

The adjustments included in the unaudited pro forma condensed consolidated statement of operations for the six months ended November 30, 2023 and for the year ended May 31, 2023 are as follows:

AA. Reflects the accrual of interest expense incurred in connection with issuance of the Horizon Convertible Promissory Notes.

BB. Reflects elimination of investment income on the Trust Account.

CC. Reflects non-recurring transaction costs not already reflected in the historical financial statements of approximately $CAD0.9 million ($USD0.7 million) as if incurred on June 1, 2022, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined and consolidated statement of operations. This includes $CAD0.3 million ($USD0.2 million) of transaction costs recognized in the historical statements of operations for the six months ended November 30, 2023 for Horizon. The historical amounts have been reversed in the pro forma statement of operations for the six months ended November 30, 2023 to recognize all transaction costs as of the beginning of the earliest period presented. This is a non-recurring item.

DD. Reflects the reversal of interest expense incurred in connection with the Horizon Convertible Promissory Notes and convertible debentures converted into shares immediately prior to and at the closing of the Business Combination.

EE. Reflects an acceleration of share-based compensation expense of $CAD0.1 million related to the expectation to accelerate the vesting of certain unvested Horizon share-based awards in connection with the Business Combination.

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Note 4. Net Income (Loss) per Share

Net income (loss) per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since June 1, 2022. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entirety of all periods presented.

	For the Six Months Ended November 30, 2023 (1)			For the Year Ended May 31, 2023 (1)
Numerator:
Pro forma net loss (in thousands)	$	(3,174	)	$	(2,699	)
Denominator:
Weighted average shares outstanding - basic and diluted(2)		16,974,523			16,974,523
Net loss per share:
Basic and diluted	$	(0.19	)	$	(0.16	)
Potentially dilutive securities(2)
Pono Public Warrants		11,500,000			11,500,000
Pono Private Placement Warrants		565,375			565,375

(1) Pro forma net loss per share includes the related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information.”

(2) The potentially dilutive outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted, because their effect would have been anti-dilutive and/or issuance or vesting of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods presented.

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XML

Cover	Jan. 12, 2024
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of New Horizon Aircraft Ltd., a British Columbia company (the “Company”), filed on January 12, 2024 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).   This Amendment No. 1 is being filed solely for the purpose of amending the historical financial statements provided under Item 9.01(a) in the Original Report to include (i) the unaudited condensed interim financial statements of Robinson Aircraft, Ltd. d/b/a Horizon Aircraft, a British Columbia company (“Legacy Horizon”), as of November 30, 2023 and for the six months ended November 30, 2023 and 2022, (ii) the related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Horizon as of November 30, 2023 and for the six months ended November 30, 2023 and 2022, and (iii) the unaudited pro forma financial statements as of November 30, 2023.   This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A. Capitalized terms used but not defined herein have the meanings assigned to them in the Original Report.
Document Period End Date	Jan. 12, 2024
Entity File Number	001-41607
Entity Registrant Name	NEW HORIZON AIRCRAFT LTD.
Entity Central Index Key	0001930021
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	3187 Highway 35
Entity Address, City or Town	Lindsay
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	K9V 4R1
City Area Code	613
Local Phone Number	866-1935
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Ordinary Share, no par value
Title of 12(b) Security	Class A Ordinary Share, no par value
Trading Symbol	HOVR
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	HOVRW
Security Exchange Name	NASDAQ