New Horizon Aircraft Ltd.
For the period ended May 31, 2026. Filed Jul 16, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Jul 16, 2026
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-K
Period ended 2025-05-31; filed 2025-08-22.
0001213900-25-079570
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-05-31; filed 2026-07-16.
0001213900-26-078490
Item 7. 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 98 previous paragraphs and 111 current paragraphs.
59 unchanged; 33 reworded; 16 added; 5 removed; 1 previous and 3 current paragraphs rearranged.
Tables are not compared: 5 previous and 7 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 (16)
Current report
New Horizon Aircraft Ltd. (the “Company”, “Horizon”, “we,” “us” or “our”) is a British Columbia-based aerospace company headquartered in Lindsay, Ontario, focused on developing advanced hybrid-electric vertical takeoff and landing ("eVTOL") aircraft. Our mission is to expand regional air mobility by delivering aircraft that combines the operational flexibility of vertical flight with the safety, speed, range, and efficiency of conventional fixed-wing aircraft.
Current report
Horizon’s flagship aircraft, the Cavorite X7, incorporates the Company’s patented fan-in-wing technology, enabling vertical takeoff and landing while preserving the performance characteristics of a conventional aircraft during cruise flight. The Cavorite X7 is being designed to serve a broad range of commercial and government applications, including regional passenger transportation, emergency medical services, disaster response, cargo operations and defense missions.
Current report
Horizon has successfully completed flight testing of its large-scale prototype aircraft and is currently assembling a full-scale technical demonstrator, which is expected to begin flight testing in 2026 or 2027. The Company continues to advance engineering, certification planning, manufacturing partnerships and supply chain development as it works toward commercialization.
Current report
Robinson Aircraft Ltd. (“Robinson”), Horizon’s operating subsidiary, was incorporated in 2013. The company initially focused on hybrid-electric amphibious aircraft before transitioning in 2018 to the development of its proprietary hybrid-electric eVTOL platform, which ultimately evolved into the Cavorite X7.
Current report
Horizon's long-term business strategy is centered on the design, certification, and commercialization of the Cavorite X7, while leveraging strategic manufacturing partners and an established aerospace supply chain to efficiently scale production. In addition to aircraft sales, the Company believes its patented fan-in-wing technology and related intellectual property may create future licensing opportunities with other OEM’s.
Current report
Horizon intends to market the Cavorite X7 to commercial operators, aircraft lessors, government agencies and defense organizations that require aircraft capable of both vertical and conventional runway operations. The Company believes its asset-light manufacturing strategy, combined with strategic partnerships, will enable efficient capital deployment while supporting multiple commercial and government end markets.
Current report
Over the past year, Horizon has continued advancing the Cavorite X7 program through completion of major structural assemblies, expansion of its strategic supplier network, and preparation of its full-scale technical demonstrator for flight testing.
Current report
Horizon maintains a partnership with 3C to support aspects of our certification planning and development activities. 3C is leveraging their deep experience with TCCA and FAA certification programs and is assisting us in developing our certification basis and advancing regulatory engagement.
Current report
Certification of a new aircraft design is a complex, multi-year process that typically requires significant time and capital. We have not previously completed an aircraft certification program, and there can be no assurance that our Cavorite X7 aircraft will achieve certification on our anticipated timeline, or at all. In addition to type certification, we will be required to obtain production approvals prior to commercial deliveries.
Current report
Delays in certification, changes in regulatory requirements, the need for additional testing or design modifications, or the inability to obtain required approvals could delay or prevent commercialization of our aircraft. Any such outcomes could materially and adversely affect our business, financial condition, results of operations, and prospects.
Current report
Horizon is pursuing a dual use strategy designed to position the Cavorite X7 aircraft for both civilian and military applications. We believe this approach expands our potential addressable market, supports earlier mission adoption opportunities, and may enable a more efficient path toward scaling production over time.
Current report
We believe military and special-mission use cases, which may not require the same certification approvals as commercial passenger operations, could provide earlier operational opportunities and help validate performance, reliability, and mission versatility as the broader regional air mobility market continues to develop. Over time, we expect increasing production volumes and operational experience to support improvements in unit economics and market adoption.
Current report
Our long-term success in the civilian sector will depend on our ability to deliver aircraft on schedule, at competitive costs, and at price points that support customer adoption across multiple mission profiles. While our civilian market opportunity remains dependent on achieving regulatory certification, we believe our dual-use strategy provides flexibility as we progress through development, certification, and commercialization.
Current report
On May 8, 2026, the Company completed a registered direct offering (“RDO I”) by issuing 9,254,889 Class A ordinary shares. There were also 277,647 warrants issued to the placement agent to purchase an equivalent number of shares at an exercise price of $USD 2.47. Proceeds received by the Company in connection with RDO I are summarized below:
Current report
On May 27, 2026, the Company completed a second registered direct offering (“RDO II”) by issuing 5,385,646 Class A ordinary shares and 4,574,514 PFW’s. There were also 298,805 RDO II Warrants issued to the placement agent to purchase an equivalent number of shares at an exercise price of $USD 2.89. Proceeds received by the Company are summarized below:
Current report
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes the accounting for government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income. The update is effective for annual periods beginning after December 15, 2028, and interim periods beginning within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If a business entity adopts the amendments in this Update in an interim reporting period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures within its consolidated financial statements.
Removed paragraphs (5)
Previous report
The Company’s objective is to significantly advance the benefits of sustainable air mobility. In connection with this objective, we have designed and developed a cost effective and energy efficient hybrid-electric vertical takeoff and landing (“eVTOL”) prototype aircraft for use in future regional air mobility (“RAM”) networks.
Previous report
Robinson was incorporated in 2013. Initially, the company was focused on development of a hybrid-electric amphibious aircraft, and in 2018 the Company pivoted to developing an innovative eVTOL concept that is identified as the Cavorite X7. The Company has built several small-scale prototypes including a 50%-scale aircraft that has completed flight testing. We are now building a full-scale demonstrator aircraft that is expected to commence flight testing in 2026 or 2027.
Previous report
Horizon intends to sell these Cavorite X7 aircraft to third parties, air operators, lessors, individual consumers, and NATO military customers. The Company plans to manufacture its aircraft and license its patented fan-in-wing technology and other core innovations to other Original Equipment Manufacturers (“OEM’s”). Manufacturing will be accomplished with a heavy reliance on experienced aircraft manufacturing partners and supply chain vendors. Horizon believes this highly focused business model will provide the most efficient use of capital to produce an aircraft that has a variety of applications.
Previous report
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 develop a certification basis for the certification of Horizon’s eVTOL aircraft.
Previous report
Typically, the certification of a new aircraft design by TCCA or the FAA is a long and complex process, often spanning more than five years and costing hundreds of millions of dollars. The Company has never undergone such a process, and there is no guarantee that its Cavorite X7 design will eventually achieve certification. The Company will need to obtain authorization and certifications related to the production of its aircraft. While it anticipates being able to meet the requirements of such authorization and certifications, the Company may be unable to obtain such authorization and certifications, or to do so on the timeline it projects. Should the Company fail to obtain any of the required authorization or certifications, or do so in a timely manner, or any of these authorization or certifications are modified, suspended or revoked after it obtains them, the Company may be unable to fulfill sales of its commercial aircraft or do so on the timelines it projects, which would have adverse effects on its business, prospects, financial condition, and results of operations.
Reworded paragraphs (33)
Previous wording
This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Annual Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Annual Report, words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to the Company’s management. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of this Annual Report.
Current wording
This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and “forward-looking information” within the meaning of the Ontario Securities Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Annual Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Annual Report, words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to the Company’s management. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of this Annual Report.
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. The Company is a former blank check company incorporated on March 11, 2022, under the name Pono Capital Three, Inc. (“Pono”), as a Delaware corporation, subsequently redomiciled in the Cayman Islands on October 14, 2022, and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination.
Current wording
The Company is a former blank check company incorporated on March 11, 2022, under the name Pono Capital Three, Inc. (“Pono”), as a Delaware corporation, subsequently redomiciled in the Cayman Islands on October 14, 2022, and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination.
Previous wording
On February 14, 2023, we consummated the Initial Public Offering (“IPO”). On January 12, 2024 (the “Closing date”), we consummated a merger (the “Merger”) with Pono Three Merger Acquisitions Corp., a British Columbia company (“Merger Sub”) and wholly-owned subsidiary of Pono, with and into Robinson Aircraft Ltd. (“Robinson”) pursuant to an agreement and plan of merger, dated as of August 15, 2023, (as amended by a Business Combination Agreement Waiver, dated as of December 27, 2023) by and among Pono, Merger Sub, Horizon, and Robinson.
Current wording
On February 14, 2023, we consummated the Initial Public Offering (“IPO”). On January 12, 2024 (the “Closing date”), we consummated a merger (the “Merger”) with Pono Three Merger Acquisitions Corp., a British Columbia company (“Merger Sub”) and wholly-owned subsidiary of Pono, with and into Robinson pursuant to an agreement and plan of merger, dated as of August 15, 2023, by and among Pono, Merger Sub, Horizon, and Robinson.
Previous wording
The Company’s revenue will be directly tied to the continued development of long-distance aerial transportation and related technologies. While the Company believes the market for Regional Air Mobility (“RAM”) will be significant, it is currently immature and there is no guarantee of future demand. Horizon anticipates commercialization of its aircraft beginning in 2028 or 2029, and its business will require significant investment leading up to commercialization, including, but not limited to, final engineering designs, prototyping and flight testing, manufacturing, software development, certification, and pilot training.
Current wording
The Company’s revenue will be directly tied to the continued development of long-distance aerial transportation and related technologies. While the Company believes the market for RAM will be significant, it is currently immature and there is no guarantee of future demand. Horizon anticipates commercialization of its aircraft beginning in 2028 or 2029, and its business will require significant investment leading up to commercialization, including, but not limited to, final engineering designs, prototyping and flight testing, manufacturing, software development, certification, and pilot training.
Previous wording
We believe that the primary sources of competition for our aircraft sales are traditional helicopters, ground-based mobility solutions, and other eVTOL developers. While we expect to produce a versatile aircraft that can be useful in a variety of air mobility missions, we believe this industry will be dynamic and increasingly competitive. It is possible that our competitors could gain significant market share. Horizon may not fully realize the sales it anticipates, and it may not receive any competitive advantage from its design or may be overcome by other competitors. If new companies or existing aerospace companies produce competing aircraft in the markets in which Horizon intends to service and obtain large-scale capital investment, we may face increased competition.
Current wording
The markets in which we intend to operate are highly competitive and characterized by significant capital requirements and rapid technological change. We expect to compete with traditional helicopter manufacturers, fixed-wing aircraft manufacturers, ground-based mobility solutions, and other eVTOL developers, many of whom have substantially greater financial, technical, and manufacturing resources than we do. While we expect to produce a versatile aircraft that can be useful in a variety of air mobility missions, we believe this industry will be dynamic and increasingly competitive. It is possible that our competitors could gain significant market share. Horizon may not fully realize the sales it anticipates, and it may not receive any competitive advantage from its design or may be overcome by other competitors. If new companies or existing aerospace companies produce competing aircraft in the markets in which Horizon intends to service and obtain large-scale capital investment, we may face increased competition.
Previous wording
Horizon may receive an advantage from well-funded competitors that are paying to create certification programs, raise awareness of eVTOL advantages and advocate for enhanced government funding programs.
Current wording
Horizon may receive an advantage from following well-funded competitors that are paying to create certification programs, raise awareness of eVTOL advantages, and advocate for enhanced government funding programs.
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 will likely reduce the traditional amount of time required to achieve FAA certification.
Current wording
Commercial operation of Horizon’s Cavorite X7 aircraft will require Type Certification and related regulatory approvals. We have initiated engagement with TCCA in Canada and the FAA in the United States to discuss potential certification pathways. As a Canadian company, we expect TCCA to serve as the primary certification authority, with participation from the FAA as the program progresses, which we expect will reduce the traditional amount of time required to achieve FAA certification.
Previous wording
Horizon’s business model to serve as a dual use aircraft for both civilian and military applications. Present projections indicate that sales volume of this dual use aircraft will result in a viable business model over the longer-term as production volumes scale and unit economics improve to support sufficient market adoption. The advantage of military application of Horizon’s aircraft in addition to sales volumes leads to a reduction in the risk of certification as aircraft used for military purposes do not need to achieve TCCA, FAA, or similar certification approval. As with any new industry and aerospace product, numerous risks and uncertainties exist. The Company’s financial results are dependent on delivering aircraft on-time and at a cost that supports returns at prices that support sufficient sales to customers who are willing to purchase based on value arising from time and versatility from utilizing regional eVTOL aircraft. Horizon’s civilian sector financial results are dependent on achieving certification on its expected timeline. Our aircraft include numerous parts and manufacturing processes unique to eVTOL aircraft, particularly its product design. Significant efforts have been made to estimate costs in the Company’s planning projections; however, the variable cost associated with assembling its aircraft at scale remains uncertain at this stage of development.
Current wording
Present projections indicate that sales volume of this dual use aircraft will result in a viable business model over the longer-term as production volumes scale and unit economics improve to support sufficient market adoption. The advantage of military application of Horizon’s aircraft in addition to sales volumes leads to a reduction in the risk of certification as aircraft used for military purposes do not necessarily require TCCA, FAA, or related other jurisdictional certification approval. As with any new industry and aerospace product, numerous risks and uncertainties exist. The Company’s financial results are dependent on delivering aircraft on-time and at a cost that supports returns at prices that support sufficient sales to customers who are willing to purchase based on value arising from time and versatility from utilizing regional eVTOL aircraft. Horizon’s civilian sector financial results are dependent on achieving certification on its expected timeline. Our aircraft include numerous parts and manufacturing processes unique to eVTOL aircraft, particularly its product design. Significant efforts have been made to estimate costs in the Company’s planning projections; however, the cost associated with assembling its aircraft at scale remains uncertain at this stage of development.
Previous wording
Horizon is a pre-revenue organization in a research and development and flight-testing phase of operations. With more than $15 million of cash on-hand as of the date of filing, management expects that the proceeds from recent sales of securities will be sufficient to fund our current operating plan for at least the next 12 months from the date the consolidated financial statements were available to be issued, 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 focused on research and development and flight-testing of our eVTOL aircraft. With $78.3 million of cash on-hand as of May 31, 2026, management expects that the Company has sufficient funds for its current operating plan for at least the next 12 months from the date the consolidated financial statements were available to be issued. There remains substantial doubt regarding the Company’s ability to meet the going concern assumption beyond that period without securing additional capital.
Previous wording
There can be no assurance that we will be successful in achieving our business plans, that our current capital will be sufficient to support our ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If events or circumstances occur such that we do not meet our business plans, we may be required to raise additional capital, alter, or scale back our aircraft design, development, and certification programs, or be unable to fund capital expenditures. Any such events would have a material adverse effect on our financial position, results of operations, cash flows, and ability to achieve our intended business plans.
Current wording
There can be no assurance that we will be successful in achieving our business plans, that our current capital will be sufficient to support our ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If events or circumstances occur such that we do not meet our business plans, we may be required to raise additional capital, alter, or scale back our aircraft design, development, and certification programs, or be unable to fund capital expenditures. Any such events could have a material adverse effect on our financial position, results of operations, cash flows, and ability to execute our business plans.
Previous wording
The Company is working to design, develop, certify, and manufacture our eVTOL aircraft and has not yet generated revenues in any of the periods presented. We do not expect to begin generating significant revenues until we are able to complete the design, development, and certify our eVTOL aircraft.** **
Current wording
The Company is working to design, develop, certify, and manufacture our eVTOL aircraft and has not yet generated revenues in any of the periods presented. We do not expect to begin generating significant revenues until we are able to complete the certification of our eVTOL aircraft.
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, benefits, other compensation costs and costs of consulting, as well as equipment, engineering, data analysis, and materials.
Previous wording
We expect our selling, general and administrative expenses to increase as we hire additional personnel and consultants to support our operations and comply with applicable regulations, including the Sarbanes-Oxley Act (“SOx”) and other SEC rules and regulations.
Current wording
We expect our selling, general and administrative expenses to increase as we hire additional personnel and consultants to support our operations and comply with applicable regulations, including the Sarbanes-Oxley Act and other SEC rules and regulations.
Previous wording
Interest expense is related to the Company’s leases. Interest income consists primarily of interest earned on the Company’s cash.
Current wording
Interest expense is related to the Company’s leases. Interest income consists primarily of interest earned on the Company’s cash and cash equivalents.
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 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.
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 transaction, the Company recorded a $21,400 gain.
Previous wording
Changes in fair value of Warrants consists of fluctuations in the fair value of the Company’s General 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 the Company’s Warrants outstanding as of the end of each reporting period.
Previous wording
Operating expenses increased by $8,961, from $4,624 for the year-ended May 31, 2024, to $13,585 for the year-ended May 31, 2025. The increase was primarily driven by professional fees, additional staff hired to support research and development activities, and other administrative costs connected with the Company’s growth activities.
Current wording
Operating expenses increased by $9,883, from $13,585 for the year-ended May 31, 2025, to $23,468 for the year-ended May 31, 2026. The increase was primarily driven by equipment and materials directly related to the build of the full-scale technical demonstrator aircraft, additional staff hired to support research and development activities, and other administrative costs connected with the Company’s growth activities.
Previous wording
Research and development expenses increased by $2,780, from $880 during the year-ended May 31, 2024, to $3,660 during the year-ended May 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 $9,584, from $3,660 during the year-ended May 31, 2025, to $13,244 during the year-ended May 31, 2026. The increase was primarily attributable to additional labour costs 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:
Previous wording
General and Administrative costs increased by $6,181, from $3,744 during the year-ended May 31, 2024, to $9,925 during the year-ended May 31, 2025. The increase was related to legal, accounting, travel, investor relations, marketing, and branding expenses related to the Company’s growth efforts and public company status.
Current wording
General and Administrative costs increased by $299, from $9,925 during the year-ended May 31, 2025, to $10,224 during the year-ended May 31, 2026. The increase was related to legal, accounting, travel, investor relations, compensation costs, marketing, and branding expenses related to the Company’s growth efforts.
Previous wording
Other expenses (income) decreased by $585, from income of $575 during the year-ended May 31, 2024, to an expense of $10 during the year-ended May 31, 2025. The decrease primarily reflected foreign exchange losses and the change in grants and subsidies received in the comparative periods.
Current wording
Other expenses (income) increased by $513, from an expense of $10 during the year-ended May 31, 2025, to income of $503 during the year-ended May 31, 2026. The increase primarily reflected foreign exchange and additional grants and subsidies received.
Previous wording
For the year-ended May 31, 2025, the $6,004 increase in cash used from operations as compared to the year-ended May 31, 2024, was primarily attributed to increased operating costs in connection to the Company’s growth efforts and changes in working capital.
Current wording
For the year-ended May 31, 2026, the 7,180 increase in cash used from operations as compared to the year-ended May 31, 2025, was primarily attributed to increased operating costs in connection to the Company’s engineering efforts and changes in working capital.
Previous wording
The Company’s cash flows used in investing activities to date have primarily comprised the acquisition of property and equipment.
Current wording
The Company’s cash flows used in investing activities have primarily been comprised of the acquisition of property and equipment.
Previous wording
For the year-ended May 31, 2025, the $67 decrease in cash used by investing activities as compared to the year-ended May 31, 2024, was primarily attributed to website development costs incurred in the prior year.
Current wording
For the year-ended May 31, 2026, the $825 increase in cash used by investing activities as compared to the year-ended May 31, 2025, was primarily attributed to tooling, aircraft rotables and spares, and technology acquisition costs.
Previous wording
For the year-ended May 31, 2025, the $10,080 increase in cash provided by financing activities was primarily attributed to proceeds from the issuance of Class A ordinary shares, the issuance of Preferred shares, and warrant exercises.
Current wording
For the year-ended May 31, 2026, the $73,006 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
On August 21, 2024, the Company completed a registered securities offering (“RSO”) by issuing 2,800,000 Class A ordinary shares, 3,000,000 Pre-Funded Warrants (“PFW’s”), and 5,800,000 warrants. Proceeds received by the Company are summarized below:
Current wording
On August 21, 2024, the Company completed a registered securities offering (“RSO”) by issuing 2,800,000 Class A ordinary shares, 3,000,000 Pre-Funded Warrants (“PFW’s”), and 5,800,000 General Warrants. Proceeds received by the Company are summarized below:
Previous wording
Warrant holders exercised 2,590,000 warrants in exchange for 2,590,000 Class A ordinary shares for proceeds of $2,787 in the year-ended May 31, 2025.
Current wording
During the year-ended May 31, 2026, warrant holders exercised 3,200,000 (May 31, 2025 - 2,590,000) General Warrants in exchange for 3,200,000 (May 31, 2025 - 2,590,000) Class A ordinary shares for proceeds of $3,280 (May 31, 2025 - $2,787).
Previous wording
As of May 31, 2025, there were 12,065,375 warrants outstanding at an exercise price of $11.50 USD and 3,210,000 General Warrants outstanding at an exercise price of $0.75 USD to purchase an equivalent number of Class A ordinary shares. As of the date of this filing, there remains just 310,000 General Warrants outstanding.
Current wording
As of May 31, 2026, there were 12,065,375 warrants outstanding at an exercise price of $11.50 USD, 10,000 General Warrants outstanding at an exercise price of $USD 0.75, 277,647 RDO I Warrants outstanding at an exercise price of $USD 2.47, and 298,805 RDO II Warrants outstanding at an exercise price of $USD 2.89 to purchase an equivalent number of Class A ordinary shares.
Previous wording
On December 18, 2024, the Company entered into subscription agreements with a third-party investor pursuant to which the Company issued an aggregate of 4,166,667 Class A ordinary shares of the Company, at a price of USD $0.36 per share, and an aggregate of 4,500 Series A preferred shares (the “Series A Preferred Shares”) of the Company at a price of $1,000 per share. The financing closed on December 19, 2024.
Current wording
On December 18, 2024, the Company entered into subscription agreements with a third-party investor pursuant to which the Company issued an aggregate of 4,166,667 Class A ordinary shares of the Company, at a price of $USD 0.36 per share, and an aggregate of 4,500 Series A preferred shares (the “Series A Preferred Shares”) of the Company at a price of $1,000 per share. The financing closed on December 19, 2024.
Previous wording
In March 2025 the Company filed a shelf registration statement on Form S-3 with the SEC and a related prospectus pursuant to which it may, from time to time, sell shares of its Class A ordinary shares, having an aggregate value of up to USD $6.25 million, pursuant to a Capital on Demand™ Sales Agreement(the “Sales Agreement”) with a placement agent for the sale of its Class A ordinary shares. During the year-ended May 31, 2025, the Company sold 940,562 shares of Class A ordinary shares under the Sales Agreement for net proceeds of $880. As of May 31, 2025, the Company had $7,529 remaining eligible for sales under the Sales Agreement.
Current wording
In March 2025 the Company filed a shelf registration statement on Form S-3 with the SEC and a related prospectus pursuant to which it may, from time to time, sell shares of its Class A ordinary shares, having an aggregate value of up to $USD 6.25 million, pursuant to a Capital on Demand™ Sales Agreement (the “Sales Agreement”) with a placement agent for the sale of its 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 USD $16.5 million of Class A ordinary shares.
Current wording
On June 27, 2025, we 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 $USD 16.5 million of Class A ordinary shares. On October 31, 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 $USD 50 million of Class A ordinary shares. On May 26, 2026, the Company filed a prospectus supplement to decrease the maximum aggregate offering price of the Class A ordinary shares issuable under the Sales Agreement to $USD 28 million 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. Beyond May 31, 2025, the Company’s principal source of liquidity is expected to be cash and cash equivalents of more than $15,000 on-hand as of the date of this filing, 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 May 31, 2026, the Company’s principal source of liquidity is expected to be cash and cash equivalents of more than $78 million on-hand, future government grants and subsidies, and future sales of securities.
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 Sales 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 several 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 Sales 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 may be required.
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 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 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 and resulting in a gain of $21,400.
Current wording
The Company’s Forward Purchase Agreement and Warrants outstanding that are recognized as a derivative liability in accordance with ASC 815 are recognized as an asset or liability at fair value and with changes in fair value recognized in the Company’s consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement was measured at fair value using a simulation model. At the settlement date, the Forward Purchase Agreement was 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 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 and resulting in a gain of $21,400.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
PFW’s may be exercised by warrant holders at any time at a nominal exercise price as they were funded in connection with RDO II. Upon exercise, each PFW may be exchanged for one Class A ordinary share. 2,413,617 PFW’s were exercised during the year-ended May 31, 2026.
Current report — wording carried from elsewhere
During the year-ended May 31, 2026, the Company sold 9,037,738 (May 31, 2025 – 940,562) Class A ordinary shares under the Sales Agreement for net proceeds of $27.9 million (May 31, 2025 - $880). As of May 31, 2026, the Company had $USD 6.6 million remaining eligible for sales under the Sales Agreement.
Current report — wording carried from elsewhere
Horizon is a pre-revenue organization that is currently building a full-scale technical demonstrator aircraft in pursuit to certify its Cavorite X7 aircraft. While management estimates that cash and cash equivalents on-hand of more than $78 million will be sufficient to fund our current operating plan for at least the next 12 months from the date these 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 securing additional capital.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information related to the income tax rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The update is effective for annual periods beginning after December 15, 2024 on a prospective basis, and retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its disclosures within its consolidated financial statements.