New Horizon Aircraft Ltd.
For the period ended Feb 26, 2025. Filed Feb 4, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 26, 2025 · Filed Feb 4, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 ea0227244-02.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
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(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):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ONFEBRUARY 26,2025
To the Shareholders of New Horizon Aircraft Ltd.:
The special meeting of shareholders (the “Special Meeting”) of New Horizon Aircraft Ltd. (the “Company”) will be held exclusively online via the Internet on Wednesday, February 26, 2025, at 10:00 a.m. Eastern Time. The purposes of the meeting are:
To approve, in accordance with Nasdaq Listing Rule 5635, the conversion of 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. Detailed information with respect to this matter is set forth in the proxy statement, which we encourage you to carefully read in its entirety (the “Conversion Proposal”); and
To transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof.
Our board of directors (the “Board”) has fixed the close of business on January 27, 2025 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 Special Meeting or any adjournments or postponements thereof. On the record date, there were 31,230,914 Class A Ordinary Shares issued and outstanding.
The accompanying proxy statement for the Special Meeting (the “proxy statement”) contains important information about the Special Meeting and the Conversion Proposal. Whether or not you plan to attend the Special Meeting, the Company urges you to read this material carefully and vote your shares.
The proxy statement for the Special Meeting is dated February 4, 2025, and is being distributed or made available to shareholders on or about that date.
The Special Meeting will be presented exclusively online athttps://www.cstproxy.com/newhorizonaircraft/sm2025. You will be able to attend the Special Meeting online and vote your shares electronically during the Special Meeting by visiting https://www.cstproxy.com/newhorizonaircraft/sm2025 and entering the 12-digit control number received with your proxy card.
Your vote is important. Whether or not you plan to attend the virtual Special Meeting, please vote 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 Special 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 SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ONWEDNESDAY, FEBRUARY 26,2025: The Company’s Notice of Special Meeting of Shareholders and proxy statement are available atwww.proxyvote.com.
| By order of the Board, | |
| /s/ Brandon Robinson | |
| Brandon Robinson | |
| Lindsay, Ontario | Chief Executive Officer |
|---|
NEW HORIZON AIRCRAFT LTD.
Proxy Statement
For the Special Meeting of Shareholders
To Be Held on February 26,2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.