New Horizon Aircraft Ltd.

Previous wording

New Horizon Aircraft Ltd. (the “Company”, “Horizon”, “we,” “us” or “our”), a British Columbia corporation, with our headquarters located in Lindsay, Ontario, is an aerospace company. Horizon is a former blank check company incorporated on March 11, 2022, under the name Pono Capital Three, Inc., (“Pono”).

Current wording

New Horizon Aircraft Ltd. (the “Company”, “Horizon”, “we,” “us” or “our”), a British Columbia corporation, with our headquarters located in Lindsay, Ontario, is an aerospace company. Horizon was incorporated on March 11, 2022.

Previous wording

Horizon believes one of the primary drivers for adoption of its aircraft is the value proposition enabled by its aircraft that can take-off and land similar to a helicopter, fly almost twice as fast, and operate with much lower direct operating costs. Additional factors impacting adoption of eVTOL technology include, but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the environmental impact of hybrid-electric machines; volatility in the cost of oil and gasoline; availability of competing forms of transportation, such as ground or unmanned drone services; consumers perception about the convenience and cost of transportation using eVTOL relative to ground-based alternatives; and increases in fuel efficiency, autonomy, or electrification of vehicles. In addition, macroeconomic factors could impact demand for RAM services, particularly if customer pricing is at a premium to ground-based transportation. Horizon anticipates initial aircraft sales to be used for medevac services, firefighting services, disaster relief services, remote medical services, military operations, followed by sales to air operators and lessors for air cargo, business travel and air-taxi services. If the market for RAM does not develop as expected, this would significantly impact the Company’s ability to generate revenue or grow its business.

Current wording

Horizon believes one of the primary drivers for adoption of its aircraft is the value proposition enabled by its aircraft that can take-off and land similar to a helicopter, fly almost twice as fast, and operate with much lower direct operating costs. Additional factors impacting adoption of eVTOL technology include, but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the environmental impact of hybrid-electric machines; volatility in the cost of oil and gasoline; availability of competing forms of transportation, such as ground or unmanned drone services; consumers perception about the convenience and cost of transportation using eVTOL relative to ground-based alternatives; and increases in fuel efficiency, autonomy, or electrification of vehicles. In addition, macroeconomic factors could impact demand for RAM services, particularly if customer pricing is at a premium to ground-based transportation. Horizon anticipates initial aircraft sales to be used for medevac services, firefighting services, disaster relief services, remote medical services, military operations, followed by sales to air operators and lessors for air cargo, business travel and air-taxi services. If the market for RAM does not develop as expected, this could significantly impact the Company’s ability to generate revenue or grow its business.

Previous wording

For commercial operations, Horizon’s Cavorite X7 aircraft will require Type Certification. Horizon has had initial conversations with applicable regulators Transport Canada Civil Aviation (“TCCA”) in Canada, and the Federal Aviation Association (“FAA”) in the United States of America. As a Canadian company, TCCA is leading certification efforts. Horizon expects the FAA to participate during this process which we expect will reduce the traditional amount of time required to achieve FAA certification.

Current wording

For commercial operations, Horizon’s Cavorite X7 aircraft will require Type Certification. Horizon has had initial conversations with applicable regulators Transport Canada Civil Aviation (“TCCA”) in Canada, and the Federal Aviation Association (“FAA”) in the United States of America. As a Canadian company, TCCA is leading certification efforts for the Company. Horizon expects the FAA to participate during this process which we expect will reduce the traditional amount of time required to achieve FAA certification.

Previous wording

The Company maintains a partnership with Cert Centre Canada (“3C”) for the purpose of collaborating on aspects of the continued development and path to certification of Horizon’s eVTOL program. 3C is leveraging their deep experience with TCCA and FAA certification programs to support the Company’s certification basis for the certification of Horizon’s eVTOL aircraft.

Current wording

Horizon maintains a partnership with Cert Centre Canada (“3C”) for the purpose of collaborating on aspects of the continued development and path to certification of Horizon’s eVTOL program. 3C is leveraging their deep experience with TCCA and FAA certification programs to support the Company’s certification basis for the certification of Horizon’s eVTOL aircraft.

Previous wording

Horizon is a pre-revenue organization in a research and development and flight-testing phase of operations. With more than $16 million of cash and cash equivalents on-hand as of August 31, 2025, management expects to be in a position to fund our current operating plan for at least the next 12 months; however there remains 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. With more than $24 million of cash and cash equivalents on-hand as of November 30, 2025, management expects to be in a position to fund our current operating plan for at least the next 12 months; however there remains substantial doubt around the Company’s ability to meet the going concern assumption beyond that period without raising additional capital.

Previous wording

Research and development expenses consist primarily of personnel expenses, including salaries, benefits, costs of consulting, equipment, engineering, data analysis, and materials.

Current wording

Research and development expenses consist primarily of personnel expenses, including salaries and benefits, the costs of consulting, equipment, engineering, data analysis, and materials.

Previous wording

Selling, general and administrative expenses primarily consist of personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal, and human resource functions. Other costs include business development, investor relations, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including depreciation, rent, information technology costs and utilities.

Current wording

Selling, general and administrative expenses primarily consist of personnel expenses, including salaries, benefits, and stock-based compensation, as well as costs related to finance, legal, and human resource functions. Other costs include business development, investor relations, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including depreciation, rent, information technology costs, and utilities.

Previous wording

Operating expenses increased by $3,204, from $2,705 for the quarter-ended August 31, 2024, to $5,909 for the quarter ended August 31, 2025. The increase was primarily driven by additional staff hired to support development activities and engineering costs, as well as stock-based compensation, partially offset by reduced general and administrative costs.

Current wording

Operating expenses increased by $1,843, from $3,247 for the quarter-ended November 30, 2024, to $5,117 for the quarter-ended November 30, 2025. The increase was primarily driven by additional staff hired to support development activities and engineering costs related to building the Company’s full-scale prototype aircraft, partially offset by reduced general and administrative costs.

Previous wording

Research and development expenses increased by $2,422, from $297 during the quarter-ended August 31, 2024, to 2,719 during the quarter-ended August 31, 2025. The increase was primarily attributable to additional labour related to flight testing, engineering work, flight software, prototype manufacturing, and data analysis. Research and development costs can be itemized into the following categories for the respective periods:

Current wording

Research and development expenses increased by $2,181, from $427 during the quarter-ended November 30, 2024, to $2,608 during the quarter-ended November 30, 2025. The increase was primarily attributable to additional labour related to building the Company’s full-scale prototype aircraft and related engineering costs, flight software, and data analysis. Research and development expenses can be itemized into the following categories for the respective periods:

Previous wording

For the three months ended August 31, 2025, the $889 increase in cash used from operations as compared to the three months ended August 31, 2024, was primarily attributed to increased operating costs and changes in working capital.

Current wording

For the six months ended November 30, 2025, the $788 increase in cash used in operations as compared to the six months ended November 30, 2024, was primarily attributed to increased operating costs, partially offset by changes in non-cash working capital.

Previous wording

For the three months ended August 31, 2025, the $7,742 increase in cash provided by financing activities was primarily attributed to proceeds from the issuance of Class A ordinary shares and warrant exercises.

Current wording

For the six months ended November 30, 2025, the $19,140 increase in cash provided by financing activities was primarily attributed to proceeds from the issuance of Class A ordinary shares and warrant exercises.

Previous wording

Warrant holders exercised 2,900,000 warrants in exchange for 2,900,000 Class A ordinary shares for proceeds of $2,970 during the three months ended August 31, 2025 (August 31, 2024 - $nil).

Current wording

Warrant holders exercised 3,200,000 warrants in exchange for 3,200,000 Class A ordinary shares resulting in proceeds of $3,282 during the six months-ended November 30, 2025 (November 30, 2024 - $103).

Previous wording

As of August 31, 2025, there were warrants outstanding of 12,065,375 at an exercise price of $11.50 USD and 310,000 remaining at an exercise price of $0.75 USD to purchase an equivalent number of Class A ordinary shares.

Current wording

As of November 30, 2025, there were warrants outstanding of 12,065,375 at an exercise price of $11.50 USD and 10,000 remaining at an exercise price of $0.75 USD to purchase an equivalent number of Class A ordinary shares.

Previous wording

On June 27, 2025, the Company filed a prospectus supplement to increase the maximum aggregate offering price of the Class A ordinary shares issuable under the Sales Agreement to up to an additional aggregate $16.5 million USD of Class A ordinary shares.

Current wording

On June 27, 2025, the Company filed a prospectus supplement to increase the maximum aggregate offering price of the Class A ordinary shares issuable under the Sales Agreement to $16.5 million USD of Class A ordinary shares. On October 31, 2025, the Company filed another prospectus supplement to increase the maximum aggregate offering price of the Class A ordinary shares issuable under the Sales Agreement to $50 million USD of Class A ordinary shares.

Previous wording

During the three months ended August 31, 2025, the Company sold 3,445,210 shares of Class A ordinary shares under the Sales Agreement for net proceeds of $8,253. As of August 31, 2025, the Company had $14.8 million USD remaining eligible for sales under the Sales Agreement.

Current wording

During the three and six months-ended November 30, 2025, the Company sold 2,558,726 and 6,003,936 shares of Class A ordinary shares under the Sales Agreement for net proceeds of $10,839 and $19,092, respectively. As of November 30, 2025, the Company had $31.8 million USD remaining eligible for sales under the Sales Agreement.

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. Beyond August 31, 2025, the Company’s principal source of liquidity is expected to be cash and cash equivalents of more than $16 million currently on-hand, future government grants and subsidies, and future sales of securities.

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, 2025, the Company’s principal source of liquidity is expected to be cash and cash equivalents of more than $24 million currently on-hand, future government grants and subsidies, and future sales of securities or convertible debt instruments.

Previous wording

The Canadian government recently announced the Initiative for Sustainable Aviation Technology (“INSAT”) fund whereby $350 million will be invested into innovative companies focused on sustainable aviation solutions. The Company submitted an initial INSAT proposal in April 2025 along with its application partners for a project size of $10.5 million, of which up to 40% of project costs may be reimbursed. The Company’s proposal was aligned with three of the four key INSAT technology areas including (1) Hybrid and Alternative Propulsion, (2) Aircraft Architecture and Systems Integration, and (3) Transition to Alternative Fuels. The Company expects to receive information related to the success of this initial INSAT application in 2025.

Current wording

The Canadian government recently announced the Initiative for Sustainable Aviation Technology (“INSAT”) fund whereby $350 million will be invested into innovative companies focused on sustainable aviation solutions. The Company submitted an initial INSAT proposal in April 2025 along with its application partners for a project size of $10.5 million, of which up to 40% of project costs may be reimbursed. The Company’s proposal was aligned with three of the four key INSAT technology areas including (1) Hybrid and Alternative Propulsion, (2) Aircraft Architecture and Systems Integration, and (3) Transition to Alternative Fuels. In October 2025, the Company was informed that this application was successful. Funding for this project is anticipated to span the next 6 quarters.