New Horizon Aircraft Ltd.

DEF 14A 1 ea0220153-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ONDecember 17, 2024

To the Shareholders of New Horizon Aircraft Ltd.:

The annual meeting of shareholders (the “Annual Meeting”) of New Horizon Aircraft Ltd. (the “Company”) will be held exclusively online via the Internet on Tuesday, December 17, 2024, at 3:00 p.m. Eastern Time. The purposes of the meeting are:

1. To re-elect two Class I directors (Proposal 1);

2. To appoint MNP LLP as our auditor and independent registered public accounting firm for the fiscal year ending May 31, 2025 (Proposal 2);

3. To approve certain changes to the New Horizon Aircraft Ltd. 2023 Equity Incentive Plan (Proposal 3);

4. To approve, with or without variation, a special resolution, the full text of which is set forth in the accompanying proxy statement, authorizing amendments to the Notice of Articles and Articles of the Company, in one or more amendments, to: (a) attach special rights and restrictions to the Company’s Class A ordinary shares without par value (“Class A Ordinary Shares”) and (b) create a class of preferred shares, issuable in series, with special rights or restrictions attached thereto (“Preferred Shares”) (collectively, the “Amendment of Articles Resolution”) (Proposal 4); and

5. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors (the “Board”) has fixed the close of business on November 12, 2024 as the record date (the “record date”) for determining holders of our Class A Ordinary Shares entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. On the record date, there were 24,574,247 Class A Ordinary Shares issued and outstanding.

This year we are using the Internet as our primary means of furnishing proxy materials to shareholders. Accordingly, most shareholders will not receive printed copies of our proxy materials. We are instead mailing a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials and voting via the Internet (the “Notice”). This delivery method allows us to reduce the cost of delivery while also meeting our obligations to you, our shareholders, to provide information relevant to your continued investment in the Company. If you received the Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions in the Notice for requesting those materials. We encourage you to review the proxy materials and vote your shares.

The Notice of Annual Meeting of Shareholders and accompanying proxy statement for the Annual Meeting (the “proxy statement”) are being distributed or made available to shareholders on or about November 25, 2024.

The Annual Meeting will be presented exclusively online athttps://www.cstproxy.com/newhorizonaircraft/2024. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions to management during the Annual Meeting by visiting https://www.cstproxy.com/newhorizonaircraft/2024 and entering the 12-digit control number received with your proxy card or Notice of Internet Availability of Proxy Materials.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the Notice, the proxy statement and the proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, DECEMBER 17, 2024: The Company’s Notice of Annual Meeting of Shareholders, proxy statement and Annual Report on Form 10-K for the fiscal year ended May 31, 2024 are available atwww.proxyvote.com.

Proxy Statement

For the Annual Meeting of Shareholders

To Be Held on December 17, 2024