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