UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~ 26May 15, 2025

NEW HORIZON AIRCRAFT LTD.

(Exact name of registrant as specified in its charter)

British Columbia		001-41607		98-1786743
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3187 Highway 35, Lindsay, Ontario		K9V 4R1
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (613) 866-1935

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Ordinary Shares, no par value	HOVR	The Nasdaq Stock Market LLC
Class A Ordinary Share, no par value	HOVR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	HOVRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 7.0701. ~~Submission~~Regulation ofFD ~~Matters to a Vote of Security Holders~~Disclosure.

~~Summary~~On May 15, 2025, New Horizon Aircraft Ltd. (the “Company”) issued a press release providing an update on the Company’s technical progress. A copy of ~~Proposals~~the ~~Submitted~~press release is furnished as Exhibit 99.1 to ~~Shareholders~~this Current Report on Form 8-K.

OnThe information ~~February~~in ~~26,~~this ~~2025,~~Item ~~New~~7.01 ~~Horizon~~and ~~Aircraft~~in ~~Ltd~~Exhibit 99. ~~(the~~1 ~~“Company”)~~attached ~~held~~hereto ais ~~special~~furnished ~~meeting~~pursuant ofto ~~shareholders~~the (rules and regulations of the ~~“Special~~SEC ~~Meeting~~and shall not be deemed “filed”). Atfor purposes of Section 18 of the ~~Special~~Securities ~~Meeting,~~Exchange Act of 1934 (the ~~following~~“Exchange Act”) ~~proposal~~or ~~was~~otherwise ~~submitted~~subject to the ~~shareholders~~liabilities of ~~the~~that ~~Company~~section, asnor ~~set~~shall ~~forth~~it inbe ~~the~~deemed ~~Company’s~~incorporated ~~definitive~~by ~~proxy~~reference ~~statement~~in onany ~~Schedule 14A~~filing ~~filed~~under ~~with~~ the Securities Act ~~and~~of ~~Exchange~~1933, ~~Commission~~as onamended, ~~February~~or 4the Exchange Act, ~~2025~~except ~~(the~~as ~~“Proxy~~expressly ~~Statement”):~~set forth by specific reference in such a filing.

~~Conversion Proposal: The approval, in accordance~~Item ~~with~~9.01 ~~Nasdaq~~Financial ~~Listing~~Statements ~~Rule 5635, of the option to convert certain Series A preferred shares (the “Series A Preferred Shares”)~~ and the issuance of the Company’s Class A ordinary shares without par value (“Class A Ordinary Shares”) underlying such Series A Preferred Shares, which Series A Preferred Shares were issued in connection with an offering of securities of the Company that occurred on December 19, 2024 (the “Conversion Proposal”)Exhibits.

~~Voting Results~~(d) Exhibits

On the record date, there were 31,230,914 Class A Ordinary Shares issued and outstanding, of which 27,021,972 Class A Ordinary Shares, entitled to 27,021,972 votes in the aggregate, were entitled to vote on the Conversion Proposal. Of the 27,021,972 votes that were eligible to be cast by holders of Class A Ordinary Shares at the Special Meeting, 10,622,026 votes, or approximately 39.3% of the total eligible votes, 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,~~ iffollowing ~~applicable,~~exhibits inare ~~respect~~being tofiled ~~the Conversion Proposal is set forth below~~herewith:

Conversion Proposal:

Exhibit No.		Description
99.1		Press Release, dated May 15, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Company’s shareholders approved the option to convert certain Series A Preferred Shares and the issuance of the Company’s Class A Ordinary Shares underlying such Series A Preferred Shares, which Series A Preferred Shares were issued in connection with an offering of securities of the Company that occurred on December 19, 2024. The votes regarding this proposal were as follows:1

Votes For		Votes Against		Abstentions		Broker Non-Votes
10,271,382		331,441		19,203		—

SIGNATURE

1Pursuant 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.

SIGNATURE

	NEW HORIZON AIRCRAFT LTD.

Date: May 15, 2025	By:	/s/ E. Brandon Robinson
	Name:	E. Brandon Robinson
	Title:	Chief Executive Officer

~~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.~~2

	NEW HORIZON AIRCRAFT LTD.
Date: February 26, 2025	By:	/s/ E. Brandon Robinson
	Name:	E. Brandon Robinson
	Title:	Chief Executive Officer

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