New Horizon Aircraft Ltd. 8-K

What Happened

• New Horizon Aircraft Ltd. (HOVR) announced on May 6, 2026 (8‑K filed May 8, 2026) that it entered into Securities Purchase Agreements to sell 9,254,889 Class A ordinary shares in a registered direct offering at $2.15 per share for aggregate gross proceeds of approximately $19.9 million. The closing is expected on or about May 8, 2026, subject to customary closing conditions.
• The company said net proceeds will be used to fund and accelerate development and buildout of its Cavorite X7 aircraft program and for working capital and general corporate purposes.

Key Details

• Offering size and price: 9,254,889 shares at $2.15 each; ~ $19.9 million gross proceeds.
• Placement agent: Titan Partners Group LLC (a division of American Capital Partners, LLC); cash fee ≈ $1.4 million plus warrants to purchase 277,647 shares (5‑year term, $2.4725 exercise price). Reimbursement of up to $75,000 in placement agent expenses.
• Lockups: Company agreed to a 45‑day restriction on issuing additional shares or equivalents (subject to exceptions). Placement agent warrants and shares issuable on exercise are deemed FINRA compensation and are subject to a 180‑day lock‑up under FINRA Rule 5110 (with specified exceptions).
• Registration: Shares and warrants were offered under an effective Form S‑3 shelf registration (File No. 333‑285000; effective March 25, 2025) and a prospectus supplement dated May 6, 2026.

Why It Matters

• Capital and dilution: The offering provides near‑term capital (~$19.9M gross) to advance the Cavorite X7 program and support operations, but it immediately increases outstanding shares (9.25M) and could add up to 277,647 more shares if placement agent warrants are exercised, diluting existing shareholders.
• Costs and timing: The company will pay meaningful placement fees (~$1.4M cash) and issue warrants as part of the compensation package; the closing is subject to customary conditions and may not occur if those conditions aren’t met.
• Risk disclosure: The filing reiterates forward‑looking statements and risks (including potential need for additional capital and certification/manufacturing risks for the X7) that investors should consider before making decisions.