New Horizon Aircraft Ltd

New Horizon Aircraft Ltd. (“New Horizon”) (formerly known as Pono Capital Three, Inc. or “Pono”) was a blank check company originally incorporated in Delaware on March 11, 2022, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On October 14, 2022, Pono redomiciled in the Cayman Islands. On February 14, 2023, Pono consummated an initial public offering (the “IPO”), after which its securities began trading on the Nasdaq Stock Market LLC (“Nasdaq”). On August 15, 2023, Pono entered into that certain Business Combination Agreement (the “Business Combination Agreement”) by and among Pono, Pono Three Merger Acquisitions Corp., a British Columbia company and wholly-owned subsidiary of Pono (“Merger Sub”) and Robinson Aircraft, Ltd. d/b/a Horizon Aircraft (“Horizon” or “Legacy Horizon”)

On January 12, 2024 (the “Closing Date”), we consummated the previously announced business combination (the “Business Combination”) and related transactions (the “Transactions”) contemplated by the Business Combination Agreement, pursuant to which Pono was continued and de-registered from the Cayman Islands and redomesticated as a British Columbia company on January 11, 2024; Merger Sub and Horizon were amalgamated under the laws of British Columbia; and Pono changed its name to New Horizon Aircraft Ltd. On January 16, 2024, our Class A ordinary shares, no par value per share (the “Class A ordinary shares”) and warrants to purchase the Class A ordinary shares at an exercise price of $11.50 per share (the “Public Warrants”) began trading on The Nasdaq Capital Market under the symbols, “HOVR” and “HOVRW,” respectively.

As a result of the Transactions, we are a holding company, all of whose assets are held directly by, and all of whose operations are conducted through, Legacy Horizon and whose only direct asset consists of equity ownership of Legacy Horizon.

Unless otherwise indicated, the historical financial information included in this Annual Report on Form 10-K (the “Annual Report”), including the audited financial statements and the notes thereto in Part II. Item 8 and the information in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are that of Pono prior to the consummation of the Transactions.

The Business Combination was accounted for as a common control transaction, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Pono was treated as the “acquired” company for financial reporting purposes. Under the guidance in Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations for transactions between entities under common control, the assets, liabilities, and noncontrolling interests of Legacy Horizon and Pono were recognized at their carrying amounts on the date of the Business Combination. Legacy Horizon was determined to be the predecessor to the combined entity. Accordingly, in future reporting periods, our financial statements will be prepared on a consolidated basis with the financial statements of Legacy Horizon beginning on the Closing Date and will represent a continuation of the financial statements of Legacy Horizon.

Unless otherwise noted or the context otherwise requires, references to the “Legacy Horizon,” “Horizon,” “we,” “us,” or “our” refer to the business of Legacy Horizon, which became the business of New Horizon Aircraft Ltd. and its subsidiaries following the consummation of the Transactions.

References to a year refer to Pono’s fiscal years ended on December 31 of the specified year.

Certain monetary amounts, percentages and other figures included herein have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.