New Horizon Aircraft Ltd
For the period ended Nov 30, 2024. Filed Jan 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 30, 2024 · Filed Jan 14, 2025
HOVR$1.27+12.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-08-31; filed 2024-10-10.
0001213900-24-086732
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-11-30; filed 2025-01-14.
0001213900-25-003183
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 91 previous paragraphs and 98 current paragraphs.
72 unchanged; 15 reworded; 6 added; 3 removed; 1 previous and 5 current paragraphs rearranged.
Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Change in fair value and termination of Forward Purchase Agreement
Current report
Comparison of the Six Months Ended November 30, 2024 to the Six Months Ended November 30, 2023
Current report
Operating Expenses
Current report
Research and Development Expenses
Current report
General and Administrative
Current report
For the six months ended November 30, 2024, there was a $7 acquisition of leasehold improvements.
Removed paragraphs (3)
Previous report
Warrant expense (income)
Previous report
For the quarter ended August 31, 2024, there was no procurement of property and equipment.
Previous report
In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06,Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020”). The ASU simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20,Debt—Debt with Conversion and Other Options, for convertible instruments. The ASU updates the guidance on certain embedded conversion features that are not required to be accounted for as derivatives under Topic 815,Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. Further, the ASU made amendments to the EPS guidance in Topic 260,Earnings Per Share, for convertible instruments, the most significant impact of which is requiring the use of the if-converted method for diluted EPS calculation, and no longer allowing the net share settlement method. The ASU also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets or liabilities. The ASU is effective for public business entities, excluding smaller reporting companies, for annual periods beginning after December 15, 2021, with early adoption permitted. For all other entities, the amendments are effective for and annual periods beginning after December 15, 2023. Adoption of the ASU can either be on a modified retrospective or full retrospective basis. The Company is currently evaluating the impact the adoption of this standard will have on its financial statements and related disclosures.
Reworded paragraphs (15)
Previous wording
Through August 31, 2024, we have incurred cumulative losses from operations, negative cash flows from operating activities, and have an accumulated deficit of $17.6 million. Horizon is a pre-revenue organization in a research and development and flight-testing phase of operations. While management expects that the proceeds from the fiscal 2025 Q1 sale of securities will be sufficient to fund our current operating plan for at least the next 12 months from the date the unaudited condensed interim consolidated financial statements were available to be issued, there is substantial doubt around the Company’s ability to meet the going concern assumption beyond that period without raising additional capital.
Current wording
Horizon is a pre-revenue organization in a research and development and flight-testing phase of operations. While management expects that the proceeds from fiscal 2025 sales of securities will be sufficient to fund our current operating plan for at least the next 12 months from the date the unaudited condensed interim consolidated financial statements were available to be issued, there is substantial doubt around the Company’s ability to meet the going concern assumption beyond that period without raising additional capital. On December 20, 2024, the Company received an investment of $8.4 million in exchange for a combination of common and preferred shares in additional to Warrant exercises resulting in proceeds of $2.7 million between December 1, 2024 and the date of this filing.
Previous wording
Change in fair value of Forward Purchase Agreement consists of fluctuations in the deemed value of an agreement between the Company and a shareholder facilitating future purchases of the Company’s stock based on a simulation model. The Company will not have any monetary obligations in connection with the Forward Purchase Agreement.
Current wording
Change in fair value of Forward Purchase Agreement consists of fluctuations in the deemed value of an agreement between the Company and a shareholder facilitating future purchases of the Company’s stock based on a simulation model. The Company mutually agreed to terminate the Forward Purchase Agreement with its counterparty on November 1, 2024, at a cost of $278. In connection with this termination, the Company recorded a $21,400 gain.
Previous wording
Changes in warrant expense and warrant income consist of fluctuations in the fair value of warrants outstanding as of the end of each reporting period.
Current wording
Changes in fair value of Warrants consists of fluctuations in the fair value of warrants outstanding as of the end of each reporting period.
Previous wording
Operating expenses increased by $2,325, from $380 for the quarter ended August 31, 2023, to $2,705 for the quarter ended August 31, 2024. The increase was primarily driven by professional fees, additional staff hired to support development activities, and other administrative costs connected with the Company’s growth activities.
Current wording
Operating expenses increased by $2,450, from $824 for the quarter ended November 30, 2023, to $3,274 for the quarter ended November 30, 2024. The increase was primarily driven by professional fees, additional staff hired to support development activities, and other administrative costs connected with the Company’s growth activities.
Previous wording
Research and development expenses increased by $152, from $145 during the quarter ended August 31, 2023, to $297 during the quarter ended August 31, 2024. The increase was primarily attributable to additional labour related to flight testing, engineering work, flight software, prototype manufacturing, and data analysis.
Current wording
Research and development expenses increased by $208, from $219 during the quarter ended November 30, 2023, to $427 during the quarter ended November 30, 2024. The increase was primarily attributable to additional labour related to flight testing, engineering work, flight software, prototype manufacturing, and data analysis.
Previous wording
General and Administrative costs increased by $2,173, from $235 during the quarter ended August 31, 2023, to $2,408 during the quarter ended August 31, 2024. The increase was related to legal, accounting, travel, investor relations, marketing, and branding expenses related to the Company’s growth efforts.
Current wording
General and Administrative costs increased by $2,242, from $605 during the quarter ended November 30, 2023, to $2,847 during the quarter ended November 30, 2024. The increase was related to legal, accounting, travel, investor relations, marketing, and branding expenses related to the Company’s growth efforts.
Previous wording
For the quarter ended August 31, 2024, the $1,070 increase in cash used from operations as compared to the quarter ended August 31, 2023, was primarily attributed to increased operating costs, partially offset by changes in working capital.
Current wording
For the six months ended November 30, 2024, the $2,844 increase in cash used from operations as compared to the six months ended November 30, 2023, was primarily attributed to increased operating costs, partially offset by changes in working capital.
Previous wording
For the quarter ended August 31, 2024, the $3,184 increase in cash provided by financing activities as compared to the quarter ended August 31, 2023, was primarily attributed to the issuance of Class A ordinary shares and Pre-Funded Warrants (“PFW’s”) which may convert into common shares of the Company at the discretion of the warrant holders.
Current wording
For the six months ended November 30, 2024, the $3,782 decrease in cash provided by financing activities was primarily attributed to the proceeds from the conversion of the Convertible debentures during the six months ended November 30, 2023, partially offset by the issuance of Class A ordinary shares and Pre-Funded Warrants (“PFW’s”) which may convert into common shares of the Company at the discretion of the warrant holders in the current period.
Previous wording
PFW’s may be exercised by warrant holders at any time at a nominal exercise price as they were funded in connection with the RSO. Upon exercise, each PFW may be exchanged for one Class A ordinary share.
Current wording
PFW’s may be exercised by warrant holders at any time at a nominal exercise price as they were funded in connection with the RSO. Upon exercise, each PFW may be exchanged for one Class A ordinary share. All 3 million PFW’s were exercised in the quarter ending November 30, 2024.
Previous wording
Warrant holders exercised 45,000 warrants in exchange for 45,000 Class A ordinary shares for proceeds of $44 in the quarter ended August 31, 2024.
Current wording
Warrant holders exercised 100,000 warrants in exchange for 100,000 Class A ordinary shares for proceeds of $103 in the six months ended November 30, 2024.
Previous wording
As of August 31, 2024, there were warrants outstanding of 12,065,375 at an exercise price of $11.50 USD, 5,755,000 at an exercise price of $0.75 USD, and 3,000,000 PFW’s at a nominal exercise price to purchase an equivalent number of Class A ordinary shares.
Current wording
As of November 30, 2024, there were warrants outstanding of 12,065,375 at an exercise price of $11.50 USD and 5,700,000 at an exercise price of $0.75 USD to purchase an equivalent number of Class A ordinary shares.
Previous wording
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, contractual obligations, and other commitments. The Company assesses liquidity in terms of its cash flows from financing activities and their sufficiency to fund its operating and development activities. As of August 31, 2024, the Company’s principal source of liquidity was cash and cash equivalents of $3,822.
Current wording
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, contractual obligations, and other commitments. The Company assesses liquidity in terms of its cash flows from financing activities and their sufficiency to fund its operating and development activities. Beyond November 30, 2024, the Company’s principal source of liquidity is expected to be cash and cash equivalents of $887 on-hand as of November 30, 2024, $8.4 million received in connection with a strategic investment made by a legacy investor on December 20, 2024, and Warrant exercises which totaled $2,708 in the period from December 1, 2024, to the date of this filing.
Previous wording
The Company believes it has sufficient cash to fulfill its business plan for at least the next 12 months from the date of this filing. To the extent the Company is able to raise additional financing, either by way of the Forward Purchase Agreement, Warrants, or by other means, the Company may be in a position to expedite its business plan including hiring employees at a more rapid pace. To achieve the Company’s long-term objectives, additional financing will be required and efforts to raise such working capital will be ongoing through at least the next three years.
Current wording
The Company believes it has sufficient cash to fulfill its business plan for at least the next 12 months from the date of this filing. To the extent the Company is able to raise additional financing, either by way of the Warrants, or by other means, the Company may be in a position to expedite its business plan including hiring employees at a more rapid pace. To achieve the Company’s long-term objectives, additional financing will be required and efforts to raise such working capital will be ongoing through at least the next three years.
Previous wording
The Company’s Forward Purchase Agreement and Warrants outstanding are recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s unaudited condensed interim consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a simulation model. At the settlement date, the Forward Purchase Agreement will be recognized as a derivative asset at the value of cash paid based on the number of shares, with any changes in fair value recognized in the Company’s unaudited condensed interim consolidated statements of operations.
Current wording
The Company’s Forward Purchase Agreement and Warrants outstanding are recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s unaudited condensed interim consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a simulation model. At the settlement date, the Forward Purchase Agreement will be recognized as a derivative asset at the value of cash paid based on the number of shares, with any changes in fair value recognized in the Company’s unaudited condensed interim consolidated statements of operations. The Company mutually agreed to terminate the Forward Purchase Agreement with its counterparty on November 1, 2024, at a cost of $278.
Previous wording
No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s financial statements.
Current wording
No recently issued accounting pronouncements have had or are expected to have a material impact on the Company’s unaudited condensed interim consolidated financial statements.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Change in fair value of Warrants
Current report — wording carried from elsewhere
Meaningful variances in the Company’s components of operations are explained below. The following table sets forth Horizon’s statements of operations data for the six months ended November 30, 2024 and November 30, 2023 (000’s).
Current report — wording carried from elsewhere
Operating expenses increased by $4,720, from $1,259 for the six months ended November 30, 2023, to $5,979 for the six months ended November 30, 2024. The increase was primarily driven by professional fees, additional staff hired to support development activities, and other administrative costs connected with the Company’s growth activities.
Current report — wording carried from elsewhere
Research and development expenses increased by $305, from $419 during the six months ended November 30, 2023, to $724 during the six months ended November 30, 2024. The increase was primarily attributable to additional labour related to flight testing, engineering work, flight software, prototype manufacturing, and data analysis.
Current report — wording carried from elsewhere
General and Administrative costs increased by $4,415, from $840 during the six months ended November 30, 2023, to $5,255 during the six months ended November 30, 2024. The increase was related to legal, accounting, travel, investor relations, marketing, and branding expenses related to the Company’s growth efforts.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Change in fair value of Forward Purchase Agreement