UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
New Horizon Aircraft Ltd.
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
64550A107
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☒ | Rule 13d–1(b) |
| ☐ | Rule 13d–1(c) |
| ☐ | Rule 13d–1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 64550A107
| (1) |
Names of reporting persons
Canso Investment Counsel Ltd. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) ☐ (a) ☐ (b)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Ontario, Canada | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
1,457,582 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
1,457,582 | |||||
| (8) | Shared dispositive power
0 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
1,457,582 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
5.9% | |||||
| (12) | Type of reporting person (see instructions)
FI | |||||
| Item 1(a) | Name of issuer: New Horizon Aircraft Ltd. |
| Item 1(b) | Address of issuer’s principal executive offices: 3187 Highway 35 Lindsay, Ontario |
2(a, b, c) Name of person filing; Address or principal business office; Citizenship: Canso Investment Counsel Ltd.; 100 York Boulevard, Suite 550, Richmond Hill, Ontario, L4B1J8, Canada; Ontario, Canada
2(d) Title of class of securities: Class A Ordinary Shares
2(e) CUSIP No.: 64550A107
| Item 3. | If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8); | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3); | ||
| (j) | ☒ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: portfolio manager registered in Ontario, Canada and other Canadian provinces. | ||
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,457,582
(b) Percent of class: 5.9%
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: 1,457,582 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 1,457,582 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐. |
Dissolution of a group requires a response to this item.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
The securities reported to be beneficially owned by Canso Investment Counsel Ltd. are owned of record by certain managed accounts of Canso Investment Counsel Ltd. These managed accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to a portfolio manager registered in Ontario, Canada and other Canadian provinces is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Canso Investment Counsel Ltd. | ||||||
| Date: November 6, 2024 | Signature: | /s/ Jeff Tang | ||||
| Name: | Jeff Tang | |||||
| Title: | Portfolio Manager and Chief Compliance Officer | |||||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).