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Filing Details

Accession Number:: 0001474506-24-000215
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-09-19 08:07:05
Reporting Period:: 2024-01-12

Accepted Time:: 2024-09-19 08:07:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1930021	New Horizon Aircraft Ltd.	HOVR	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1321269	M Dustin Shindo	4348 Waialae Ave., #632 Honolulu HI 96816		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Ordinary Shares Without Par Value	Acquisiton	2024-01-12	5,600,997	$0.00	5,600,997	No	4	C	Indirect	By Mehana Capital LLC
Class A Ordinary Shares Without Par Value	Disposition	2024-07-19	2,769,497	$0.00	2,831,500	No	4	J	Indirect	By Mehana Capital LLC
Class A Ordinary Shares Without Par Value	Acquisiton	2024-07-19	1,158,267	$0.00	1,158,267	No	4	J	Direct
Class A Ordinary Shares Without Par Value	Disposition	2024-07-31	240,000	$0.00	2,591,500	No	4	J	Indirect	By Mehana Capital LLC
Class A Ordinary Shares Without Par Value	Disposition	2024-09-09	1,365,375	$0.00	1,226,125	No	4	J	Indirect	By Mehana Capital LLC
Class A Ordinary Shares Without Par Value	Acquisiton	2024-09-09	565,375	$0.00	1,723,642	No	4	J	Direct
Class A Ordinary Shares Without Par Value	Disposition	2024-09-12	21,000	$0.76	1,702,642	No	4	S	Direct
Class A Ordinary Shares Without Par Value	Disposition	2024-09-13	48,079	$0.76	1,654,563	No	4	S	Direct
Class A Ordinary Shares Without Par Value	Disposition	2024-09-16	10,000	$0.77	1,644,563	No	4	S	Direct
Class A Ordinary Shares Without Par Value	Disposition	2024-09-17	5,000	$0.80	1,639,563	No	4	S	Direct
Class A Ordinary Shares Without Par Value	Disposition	2024-09-18	102,000	$0.82	1,537,563	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Mehana Capital LLC
No	4	J	Indirect	By Mehana Capital LLC
No	4	J	Direct
No	4	J	Indirect	By Mehana Capital LLC
No	4	J	Indirect	By Mehana Capital LLC
No	4	J	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Ordinary Shares Without Par Value	Class B Ordinary Shares	Disposition	2024-01-12	4,935,622	$0.00	4,935,622	$0.00
Class A Ordinary Shares Without Par Value	Private Placement Warrants	Acquisiton	2024-01-12	565,375	$0.00	565,375	$11.50
Class A Ordinary Shares Without Par Value	Private Placement Warrants	Disposition	2024-07-19	565,375	$0.00	565,375	$11.50
Class A Ordinary Shares Without Par Value	Private Placement Warrants	Acquisiton	2024-07-19	565,375	$0.00	565,375	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
565,375	2024-02-12	2029-01-12	No	4	J	Indirect
0	2024-02-12	2029-01-12	No	4	J	Indirect
565,375	2024-02-12	2029-01-12	No	4	J	Direct

Footnotes

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. Includes 565,375 Class A ordinary shares issued in connection with the Company's initial public offering as part of the private placement units.
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, 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, Mehana Capital LLC ("Mehana") received an aggregate of 100,000 incentive shares.
Mehana is the record holder of the reported securities. Dustin Shindo is the control person of Mehana, 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. Dustin Shindo disclaims any such beneficial ownership except to the extent of his respective pecuniary interest.
On July 19, 2024, Mehana effected a pro rata distribution of Class A ordinary shares to its members (the "July 19 Distribution").
The Reporting Person acquired 1,158,267 Class A ordinary shares in connection with the July 19 Distribution.
On July 31, 2024, Mehana effected a pro rata distribution of Class A ordinary shares to its members.
On September 9, 2024, Mehana transferred the reported securities to certain of its members (the "Members") in connection with share and transfer agreements entered into by Mehana and the Members, releasing Mehana from all obligations and liability arising from the Members' ownership of and relationship with Mehana.
On January 12, 2024, the Company completed its initial business combination (the "Closing"), and in connection therewith, the private placement warrants issued to Mehana in connection with the Company's initial public offering as part of the private placement units (the "Private Placement Warrants") became exercisable 30 days following the Closing.
On July 19, 2024, Mehana distributed the Private Placement Warrants to the Reporting Person, one of its members.