0001474506-24-000037.txt : 20240117 0001474506-24-000037.hdr.sgml : 20240117 20240117204747 ACCESSION NUMBER: 0001474506-24-000037 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240112 FILED AS OF DATE: 20240117 DATE AS OF CHANGE: 20240117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mehana Capital LLC CENTRAL INDEX KEY: 0001932779 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41607 FILM NUMBER: 24539903 BUSINESS ADDRESS: STREET 1: 4348 WAIALAE AVE., #632 CITY: HONOLULU STATE: HI ZIP: 96816 BUSINESS PHONE: 8088926611 MAIL ADDRESS: STREET 1: 4348 WAIALAE AVE., #632 CITY: HONOLULU STATE: HI ZIP: 96816 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: New Horizon Aircraft Ltd. CENTRAL INDEX KEY: 0001930021 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3187 HIGHWAY 35 CITY: LINDSAY STATE: A6 ZIP: K9V 4R1 BUSINESS PHONE: 613-866-1935 MAIL ADDRESS: STREET 1: 3187 HIGHWAY 35 CITY: LINDSAY STATE: A6 ZIP: K9V 4R1 FORMER COMPANY: FORMER CONFORMED NAME: Pono Capital Three, Inc. DATE OF NAME CHANGE: 20220519 4 1 primary_doc.xml PRIMARY DOCUMENT X0508 4 2024-01-12 0 0001930021 New Horizon Aircraft Ltd. HOVR 0001932779 Mehana Capital LLC 4348 WAIALAE AVE., #632 HONOLULU HI 96816 1 0 0 0 0 Class A Ordinary Share without par value 2024-01-12 4 J 0 100000 A 5600997 D On January 12, 2024, pursuant to that certain Business Combination Agreement, dated as of August 12, 2022 (the "Business Combination Agreement"), entered into by and among Pono Capital Three, Inc. (the "Company"), Pono Three Merger Acquisitions Corp., a British Columbia company and wholly-owned subsidiary of the Company ("Merger Sub") and Robinson Aircraft Ltd., d/b/a Horizon Aircraft ("Horizon"), the Company continued and de-registered from the Cayman Islands and redomesticate as a British Columbia company (the "SPAC Continuance") and Merger Sub amalgamated (the "Amalgamation," together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination") with Horizon (the resulting company, "Amalco"), with Amalco being the wholly-owned subsidiary of the Company. Upon completion of the Amalgamation, the Company changed its name to "New Horizon Aircraft Ltd." Reflects 5,500,997 Issuer Class A ordinary shares without par value received for Company ordinary shares held immediately prior to the closing of the Business Combination pursuant to the terms of the Business Combination Agreement. As previously disclosed, on January 3, 2024, the Company entered into a certain subscription agreement (the "Subscription Agreement") with a certain investor pursuant to which such investor agreed to purchase, immediately prior to the closing of the Business Combination, to purchase the Company's Class A ordinary shares (such shares, collectively, "Subscription Shares") in an aggregate value of $2,000,000, representing 200,000 Subscription Shares at a price of $10.00 per share. As an inducement to enter into the Subscription Agreement, and upon the consummation of the Business Combination, the reporting person received an aggregate of 100,000 incentive shares. Mehana Capital LLC is the record holder of the securities reported herein. Dustin Shindo is the control person of Mehana Capital LLC, and possesses all voting power and dispositive control. By virtue of this relationship, Dustin Shindo may be deemed to share beneficial ownership of the securities held of record by Mehana Capital LLC. Dustin Shindo disclaims any such beneficial ownership except to the extent of his respective pecuniary interest. /s/ Mehana Capital LLC, by Nelson Mullins Riley & Scarborough LLP with Power of Attorney 2024-01-17