New Horizon Aircraft Ltd

As filed with the U.S. Securities and Exchange Commission on June 10, 2024

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

**REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in its Charter)

3187 Highway 35

Lindsay, Ontario, K9V 4R1

Tel: (613) 866-1935

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

**Brandon Robinson

Chief Executive Officer

7219 Eventrail Drive

Powell, OH, 43065

Tel: (613) 866-1935

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to public: From time to time after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a) of the Securities Act, may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

New Horizon Aircraft Ltd.

Class A Ordinary Shares

Warrants to Purchase up to Class A Ordinary Shares

Up to Class A Ordinary Shares underlying such Warrants

We are offering of our Class A ordinary shares, no par value (“Common Shares”), together with warrants (the “warrants”) to purchase up to 100% of the Common Shares purchased, or shares. Each Common Share will be sold with one warrant. The Common Shares and warrants will be issued separately and will be immediately separable upon issuance but will be purchased together in this offering. The combined public offering price per Common Share and accompanying warrant is $ . The warrants are exercisable at an exercise price of $ per share, and will expire on the five year anniversary of the date of issuance. The warrants offered under this offering will not be listed on any stock exchange. This prospectus also registers the Common Shares issuable upon exercise of the warrants sold in this offering. We will use the net proceeds from the offering for working capital and general corporate purposes.

Our Common Shares are listed on the Nasdaq Capital Market under the symbol “HOVR.” On June 7, 2024, the closing price of our Common Shares was $0.72. Our public warrants are listed on the Nasdaq Capital Market under the symbol “HOVRW” (the “Public Warrants”). On June 7, 2024, the closing price of our Public Warrants was $0.02.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Investing in our Common Shares and warrants is highly speculative and involves a high degree of risk. See the section entitled“Risk Factors” beginning on page 6 of this prospectus.**

We have granted to the underwriters an option to purchase up to additional Common Shares and accompanying warrants to purchase Common Shares, exercisable at any time until 45 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Common Shares and accompanying warrants to purchasers on or about , 2024.

Sole Book-Running Manager

The date of this prospectus is , 2024

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or any information incorporated by reference herein. Neither we nor any of the underwriters has authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or incorporated by reference herein or any such free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We can provide no assurance as to the reliability of any other information that others may give you. Neither we nor any of the underwriters is making an offer to sell or seeking offers to buy these securities in any jurisdiction where or to any person to whom the offer or sale is not permitted. The information in this prospectus or incorporated by reference in this prospectus is accurate only as of the date on the front cover of this prospectus, and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of such free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

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