New Horizon Aircraft Ltd. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 25, 2025, New Horizon Aircraft Ltd. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). As further discussed below, at the Annual Meeting, the Company’s shareholders approved the New Horizon Aircraft Ltd. Employee Stock Purchase Plan (the “ESPP”). The board of directors of the Company had previously approved the adoption of the ESPP effective May 1, 2024.
The ESPP provides eligible employees of the Company and its designated affiliates with the opportunity to acquire the Company’s Class A ordinary shares, without par value (the “Common Shares”), through payroll contributions, matched by the Company, up to a defined maximum percentage of the employee’s base salary. The acquisition of Common Shares is through open market purchases executed by a broker acting on behalf of the Company.
The purpose of the ESPP is to retain and incentivize eligible employees by aligning their interests with those of the Company and its shareholders. By facilitating regular purchases of the Company’s Common Shares, the ESPP encourages long-term commitment and participation in the Company’s growth and success.
The summary of the ESPP contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the ESPP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The disclosure set forth below in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Summary of Proposals Submitted to Shareholders
At the Annual Meeting, the following proposals were submitted to the shareholders of the Company, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 27, 2025:
Proposal 1: The election of two directors to serve as Class II directors until the 2028 annual meeting of shareholders;
Proposal 2: The appointment of MNP LLP as the Company’s auditor and independent registered public accounting firm for the fiscal year ending May 31, 2026; and
Proposal 3: The approval of the ESPP.
Voting Results
On the record date, there were (a) 43,355,189 Common Shares issued and outstanding, entitled to 43,355,189 votes in the aggregate. Of the 43,355,189 votes that were eligible to be cast by the holders of Common Shares at the Annual Meeting, 23,407,298 votes, or approximately 53.99% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Directors.
The Company’s shareholders elected the following directors to serve as Class II directors until the 2028 annual meeting of shareholders. The votes regarding the election of these directors were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| John Maris | 15,082,875 | 87,732 | 8,236,691 | |||||||||
| Jameel Janjua | 15,045,752 | 124,855 | 8,236,691 | |||||||||
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Proposal 2: Ratification of Appointment of MNP LLP.
The Company’s shareholders approved the appointment of MNP LLP as the Company’s auditor and independent registered public accounting firm for the fiscal year ending May 31, 2026. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 23,164,500 | 68,224 | 174,574 | — |
Proposal 3: Approval of the ESPP.
The Company’s shareholders approved the proposal to adopt the ESPP. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 14,985,616 | 88,327 | 96,664 | 8,236,691 |
Item 7.01. Regulation FD Disclosure.
On November 26, 2025, the Company issued a press release (the “Press Release”). The Press Release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | New Horizon Aircraft Ltd. Employee Stock Purchase Plan | |
| 99.1 | Press Release, dated November 26, 2025 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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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: November 26, 2025 | By: | /s/ E. Brandon Robinson |
| Name: | E. Brandon Robinson | |
| Title: | Chief Executive Officer | |
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