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New Horizon Aircraft Ltd.

For the period ended Feb 28, 2026. Filed Apr 14, 2026.

View on SEC.gov

About 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.

Feb 28, 2026 · Filed Apr 14, 2026

HOVR$1.27+12.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-11-30; filed 2026-01-14.

0001213900-26-004152

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-02-28; filed 2026-04-14.

0001213900-26-043197

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 93 previous paragraphs and 90 current paragraphs.

72 unchanged; 18 reworded; 0 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 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.

Removed paragraphs (3)
Reworded paragraphs (18)

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 could 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 cargo transport, 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

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. Horizon has incurred and expects to continue to incur significant costs in pursuit of the Company’s commercialization plans. We have devoted many resources to the design and development of our eVTOL prototype aircraft. Funding of these activities has primarily been through the net proceeds received from the issuance of Class A ordinary shares, preferred shares, and the issuance of related and third-party convertible debt.

Current wording

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. Horizon has incurred and expects to continue to incur significant costs in pursuit of the Company’s commercialization plans. We have devoted many resources to the design and development of our eVTOL prototype aircraft. Funding of these activities has primarily been through the net proceeds received from the issuance of Class A ordinary shares, preferred shares, government grants, and the issuance of related and third-party convertible debt.

Previous 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.

Current wording

Horizon is a pre-revenue organization in a research and development and flight-testing phase of operations. With approximately $20 million of cash and cash equivalents on-hand as of February 28, 2026, 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

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.

Current wording

Operating expenses increased by $4,035, from $3,554 for the quarter-ended February 28, 2025, to $7,589, for the quarter-ended February 28, 2026. 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 $2,181, 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:

Current wording

Research and development expenses increased by $3,840, from $443 during the quarter-ended February 28, 2026, to $4,283 during the quarter-ended February 28, 2026. 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

General and Administrative costs decreased by $338, from $2,847 during the quarter-ended November 30, 2024, to $2,509 during the quarter ended November 30, 2025. The decrease was primarily due to reduced service fees for consultants, investor relations, public relations, and regulatory fees.

Current wording

General and Administrative costs increased by $195, from $3,111 during the quarter-ended February 28, 2025, to $ 3,306 during the quarter ended February 28, 2026. The increase was primarily due to increased recognition of stock-based compensation expenses, partially offset by reduced service fees for consultants, investor relations, public relations, and regulatory fees.

Previous wording

Comparison of the Six Months Ended November 30, 2025, to the Six Months Ended November 30, 2024

Current wording

Comparison of the Nine Months Ended February 28, 2026, to the Nine Months Ended February 28, 2025

Previous wording

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, 2025, and November 30, 2024 (000’s).

Current wording

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 nine months ended February 28, 2026, and February 28, 2025 (000’s).

Previous wording

Operating expenses increased by $5,048, from $5,979 for the six months-ended November 30, 2024, to $11,027 for the six months-ended November 30, 2025. The increase was primarily driven by additional staff hired to support development activities, engineering costs related to building the Company’s full-scale prototype aircraft, and stock-based compensation.

Current wording

Operating expenses increased by $9,084, from $9,532 for the nine months-ended February 28, 2025, to $18,616 for the nine months-ended February 28, 2026. The increase was primarily driven by additional staff hired to support development activities, engineering costs related to building the Company’s full-scale prototype aircraft, and stock-based compensation.

Previous wording

Research and development expenses increased by $4,603, from $724 during the six months ended November 30, 2024, to $5,327 during the six months-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:

Current wording

Research and development expenses increased by $8,443, from $1,167 during the nine months-ended February 28, 2025, to $9,610 during the nine months-ended February 28, 2026. 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

General and Administrative costs increased by $445, from $5,255 during the six months ended November 30, 2024, to $5,700 during the six months ended November 30, 2025. The Company continues to make efforts towards maintaining efficient administrative expenses as research and development costs connected with building the full-scale prototype aircraft grow.

Current wording

General and Administrative costs increased by $641, from $8,365 during the nine months-ended February 28, 2025, to $9,006 during the nine months-ended February 28, 2026. The Company continues to make efforts towards maintaining efficient administrative expenses as research and development costs connected with building the full-scale prototype aircraft grow.

Previous 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.

Current wording

For the nine months-ended February 28, 2026, the $4,982 increase in cash used in operations as compared to the nine months ended February 28, 2025, was primarily attributed to increased operating costs and changes in non-cash working capital.

Previous wording

For the six months ended November 30, 2025, the $666 increase in cash used from investing as compared the six months ended November 30, 2024, was primarily related to tooling and equipment connected with building the Company’s full-scale prototype aircraft.

Current wording

For the nine months-ended February 28, 2026, the $715 increase in cash used from investing as compared the nine months-ended February 28, 2025, was primarily related to tooling and equipment connected with building the Company’s full-scale demonstrator aircraft and expansion of the Company’s facilities to accommodate additional personnel.

Previous 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.

Current wording

For the nine months-ended February 28, 2026, the $10,444 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 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).

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 nine months-ended February 28, 2026 (February 28, 2025 - $2,684).

Previous 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.

Current wording

During the three and nine months-ended February 28, 2026, the Company sold 870,297 and 6,874,234 Class A ordinary shares under the Sales Agreement for net proceeds of $2,327 and $21,419, respectively. As of February 28, 2026, the Company had $33.4 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 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.

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 February 28, 2026, the Company’s principal source of liquidity is expected to be cash and cash equivalents of approximately $20 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. In October 2025, the Company was informed that this application was successful. Funding for this project is anticipated to span the next 6 quarters.

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 1-2 years.