New Horizon Aircraft Ltd. 8-K

What Happened
On May 26, 2026, New Horizon Aircraft Ltd. announced it entered into securities purchase agreements for a registered direct offering expected to close on or about May 27, 2026. The offering consists of 5,385,646 Class A ordinary shares and pre‑funded warrants to purchase 4,574,514 additional common shares, for aggregate gross proceeds of approximately $25.0 million before fees and expenses. The company said net proceeds will be used to complete the Cavorite X7 prototype and advance testing, certification and commercial production.

Key Details

• Offering price per Share: $2.51; price per Pre‑Funded Warrant: $2.51 less $0.001 (i.e., $2.509).
• Pre‑Funded Warrants: exercise price $0.001 per share, immediately exercisable and expire upon full exercise.
• Gross proceeds to company: ~ $25.0 million (before placement agent fees and expenses).
• Placement agent: Titan Partners Group LLC (division of American Capital Partners, LLC); cash fee = 7% of gross proceeds + warrants equal to 3% of the Securities.
• Placement Agent Warrants: 5‑year term, exercise price = 115% of the offering price per Share (≈ $2.89), and subject to a 180‑day FINRA lock‑up. Company reimbursed up to $75,000 in agent expenses.
• Company agreed to a 45‑day restricted period (subject to exceptions) during which it generally will not issue additional shares or registration statements following the prospectus supplement.

Why It Matters
This transaction provides New Horizon with near‑term capital (about $25M gross) specifically earmarked to finish its Cavorite X7 prototype and move toward testing and certification—key milestones for an eVTOL developer. For investors, the raise reduces some short‑term funding risk but will dilute existing shareholders because new shares and warrants are being issued. The offering and placement agent compensation (cash plus warrants) are conventional for this type of financing; closing remains subject to customary conditions and the company highlighted forward‑looking risks in the filing.