Large owner Shindo Dustin M acquired 1,723,642 units of Class A Ordinary Shares without par value, sold $147,840 worth of Class A Ordinary Shares without par value (186,079 units at $0.79), converted options into 5,600,997 units of Class A Ordinary Shares without par value and disposed of 4,374,872 units of Class A Ordinary Shares without par value (SEC Form 4)
$HOVR
Aerospace
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
New Horizon Aircraft Ltd. [ HOVR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/12/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares without par value | 01/12/2024 | C | 5,600,997 | A | (1)(2)(3)(4) | 5,600,997(1)(2)(3)(4)(5) | I(5) | By Mehana Capital LLC | ||
| Class A Ordinary Shares without par value | 07/19/2024 | J(6) | 2,769,497 | D | $0 | 2,831,500(5)(6) | I(5) | By Mehana Capital LLC | ||
| Class A Ordinary Shares without par value | 07/19/2024 | J(7) | 1,158,267 | A | $0 | 1,158,267(7) | D | |||
| Class A Ordinary Shares without par value | 07/31/2024 | J(8) | 240,000 | D | $0 | 2,591,500(5)(8) | I(5) | By Mehana Capital LLC | ||
| Class A Ordinary Shares without par value | 09/09/2024 | J(9) | 1,365,375 | D | (9) | 1,226,125(5)(9) | I(5) | By Mehana Capital LLC | ||
| Class A Ordinary Shares without par value | 09/09/2024 | J(9) | 565,375 | A | (9) | 1,723,642(9) | D | |||
| Class A Ordinary Shares without par value | 09/12/2024 | S | 21,000 | D | $0.76 | 1,702,642 | D | |||
| Class A Ordinary Shares without par value | 09/13/2024 | S | 48,079 | D | $0.76 | 1,654,563 | D | |||
| Class A Ordinary Shares without par value | 09/16/2024 | S | 10,000 | D | $0.77 | 1,644,563 | D | |||
| Class A Ordinary Shares without par value | 09/17/2024 | S | 5,000 | D | $0.8 | 1,639,563 | D | |||
| Class A Ordinary Shares without par value | 09/18/2024 | S | 102,000 | D | $0.82 | 1,537,563 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1)(2)(3)(4) | 01/12/2024 | C | 4,935,622 | (1)(2)(3)(4) | (1)(2)(3)(4) | Class A Ordinary Shares without par value | 4,935,622 | (1)(2)(3)(4) | 0 | I(5) | By Mehana Capital LLC | |||
| Private Placement Warrants | $11.5 | 01/12/2024 | J(10) | 565,375 | 02/12/2024 | 01/12/2029 | Class A Ordinary Shares without par value | 565,375 | (10) | 565,375 | I(5) | By Mehana Capital LLC | |||
| Private Placement Warrants | $11.5 | 07/19/2024 | J(11) | 565,375 | 02/12/2024 | 01/12/2029 | Class A Ordinary Shares without par value | 565,375 | (11) | 0 | I(5) | By Mehana Capital LLC | |||
| Private Placement Warrants | $11.5 | 07/19/2024 | J(11) | 565,375 | 02/12/2024 | 01/12/2029 | Class A Ordinary Shares without par value | 565,375 | (11) | 565,375 | D | ||||
| Explanation of Responses: |
| 1. 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." |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. On July 19, 2024, Mehana effected a pro rata distribution of Class A ordinary shares to its members (the "July 19 Distribution"). |
| 7. The Reporting Person acquired 1,158,267 Class A ordinary shares in connection with the July 19 Distribution. |
| 8. On July 31, 2024, Mehana effected a pro rata distribution of Class A ordinary shares to its members. |
| 9. 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. |
| 10. 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. |
| 11. On July 19, 2024, Mehana distributed the Private Placement Warrants to the Reporting Person, one of its members. |
| /s/ Dustin Shindo, by Nelson Mullins Riley & Scarborough LLP with Power of Attorney | 09/19/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||