UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number 001-41607
NEW HORIZON AIRCRAFT LTD.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
(Address of principal executive offices) (Zip Code)
(613)866-1935
(Registrant’s telephone number, including
area code)
Former Fiscal Year End December 31
(Former name, former address and former fiscal
year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Ordinary Shares, no par value HOVR The Nasdaq Stock Market LLC
Securities registered pursuant to section 12(g)
of the Act: None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405
of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒
No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of voting stock held
by non-affiliates of the Registrant on November 30, 2023, based on the closing price of $10.58 for shares of the Registrant’s Class
A ordinary shares as reported by The Nasdaq Global Market, was approximately USD $121,670,000. Class A ordinary shares beneficially owned
by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of August 15, 2024, there were 18,607,931 of the registrant’s
Class A ordinary shares, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
PART I 1
Item 1. Business 2
Item 1A. Risk Factors 11
Item 1B. Unresolved Staff Comments 34
Item 1C. Cyber Security 35
Item 2. Properties 37
Item 3. Legal Proceedings 37
Item 4. Mine Safety Disclosures 37
Item 6. Reserved 39
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 46
Item 8. Financial Statements and Supplementary Data 46
Item 9A. Controls and Procedures 46
Item 9B. Other Information 47
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 47
PART III 48
Item 10. Directors, Executive Officers and Corporate Governance 48
Item 11. Executive Compensation 55
Item 14. Principal Accountant Fees and Services 70
Item 15. Exhibits and Financial Statement Schedules 71
SIGNATURES 73
i
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
Various statements in this
Annual Report on Form 10-K of New Horizon Aircraft Ltd. are “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties. All statements, other
than statements of historical facts, included in this report, including statements regarding our strategy, future operations, future financial
position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements
are subject to risks and uncertainties (some of which are beyond our control) and are based on information currently available to our
management. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“may,” “plan,” “contemplates,” “predict,” “project,” “target,”
“likely,” “potential,” “continue,” “ongoing,” “will,” “would,”
“should,” “could,” or the negative of these terms and similar expressions or words, identify forward-looking statements.
The events and circumstances reflected in our forward-looking statements may not occur and actual results could differ materially from
those projected in our forward-looking statements. Such forward-looking statements are based on current expectations and involve inherent
risks and uncertainties, including risks and uncertainties that could delay, divert or change these expectations, and could cause actual
results to differ materially from those projected in these forward-looking statements. These risks and uncertainties include, but are
not limited to, those factors described under Part I, Item 1A: “Risk Factors.” Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements.
This report contains market
data and industry forecasts that were obtained from industry publications. These data involve a number of assumptions and limitations,
and you are cautioned not to give undue weight to such estimates. We have not independently verified any third-party information. While
we believe the market position, market opportunity and market size information included in this report is generally reliable, such information
is inherently imprecise and subject to change.
All written and oral forward-looking
statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this section. We caution investors not to rely on the forward-looking statements we make or that are made
on our behalf as predictions of future events. We undertake no obligation and specifically decline any obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws.
We encourage you to read the
management’s discussion and analysis of our financial condition and results of operations and our consolidated financial statements
contained in this Annual Report on Form 10-K. There can be no assurance that we will in fact achieve the actual results or developments
we anticipate or, even if we do substantially realize them, that they will have the expected consequences to, or effects on, us. Therefore,
we can give no assurances that we will achieve the outcomes stated in those forward-looking statements, projections and estimates.
ii
PART I
CERTAIN TERMS AND
CONVENTIONS
All references to
“we,” “us,” “our,” “New Horizon,” the “Company” or similar terms used in this
annual report refer to New Horizon Aircraft Ltd., a British Columbia company, including its consolidated subsidiaries, unless the context
otherwise indicates.
All references in
this document to “Dollars” are expressed in Canadian Dollars (“CAD”, “$CAD”) and in ’000s (except
per share data), unless otherwise indicated.
“Amalgamation”
refers to the amalgamation of Merger Sub and Horizon in connection with the Business Combination, the resulting company, “Amalco,”
with Amalco being the wholly owned subsidiary of Pono.
“Articles”
refers to the governing documents of New Horizon Aircraft Ltd., adopted on January 11, 2024 in connection with the SPAC Continuance.
“BCBCA”
refers to the Business Corporations Act (British Columbia), as now in effect and as it may be amended from time to time.
“Business Combination
Agreement” refers to the business combination agreement, dated, August 15, 2023, by and among Pono, Pono Three Merger Acquisitions
Corp., a British Columbia company and wholly-owned subsidiary of Pono (“Merger Sub”) and Robinson Aircraft Ltd., d/b/a Horizon
Aircraft (“Legacy Horizon”).
“Business Combination”
refers to the transactions related to the Business Combination Agreement, pursuant to which Pono was continued and de-registered from
the Cayman Islands and redomesticated as a British Columbia company on January 11, 2024, Merger Sub and Legacy Horizon were subsequently
amalgamated under the laws of British Columbia, and Pono changed its name to New Horizon Aircraft Ltd.
“$,”
“$CAD,” “CAD,” or “Dollars” refers to the lawful currency of Canada (expressed in Canadian dollars).
“Class A ordinary
shares” refers to the Class A ordinary shares, no par value per share, of New Horizon Aircraft Ltd.
“Initial Public
Offering” or “IPO” refers to the initial public offering of 11,500,000 units, with each unit consisting of one Class
A ordinary share, par value $0.0001 per share (the “Pono Class A ordinary shares”) and one warrant to purchase one Pono Class
A ordinary share, and each unit being sold at an offering price of $10.00 per unit, which closed on February 14, 2023 and the registration
statement on Form S-1 of which was declared effective by the SEC on February 9, 2023.
“Legacy Horizon”
refer to Robinson Aircraft, Ltd. d/b/a Horizon Aircraft, a British Columbia company, prior to the Business Combination.
“Pono”
refers to Pono Capital Three, Inc., a Cayman Islands blank check company incorporated for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which in connection with
the Business Combination, was continued and de-registered from the Cayman Islands and redomesticated as a British Columbia company and
changed its name to New Horizon Aircraft Ltd.
“Public Warrants”
refers to warrants to purchase the Class A ordinary shares at an exercise price of $11.50 per share.
SPAC Continuance”
refers to the domestication of Pono as a British Columbia company in connection with the Business Combination.
“USD
$,” “USD” or “U.S. Dollars” refers to the legal currency of the United States.
1
Item 1. Business.
Overview
We are an advanced aerospace
Original Equipment Manufacturer (“OEM”) that is designing a next generation hybrid electric Vertical Takeoff and Landing (“eVTOL”)
aircraft for the Regional Air Mobility (“RAM”) market. Our aircraft aims to offer a more efficient way to move people and
goods at a regional scale (i.e., from 50 to 500 miles), help to connect remote communities, and will advance our ability to deal with
an increasing number of climate related natural disasters such as wildfires, floods, or droughts.
The product we are designing
and delivering is a hybrid electric 7-seat aircraft, called the Cavorite X7, that can take off and land vertically like a helicopter.
However, unlike a traditional helicopter, for the majority of its flight it will return to a configuration much like a traditional aircraft.
This would allow the Cavorite X7 to fly faster, farther, and operate more efficiently than a traditional helicopter. Expected to travel
at speeds up to 250 miles per hour at a range over 500 miles, we believe that this aircraft will be a disruptive force to RAM travel.
The new and developing eVTOL aircraft market has been made possible by
a convergence of innovation across many different technologies. Batteries, immense strength of light materials, computing power, simulation,
and propulsion technology have all crossed a critical threshold to enable viable aircraft designs such our Cavorite X7. This has resulted
in the establishment and rapid growth of the Advanced Air Mobility (“AAM”) market. Morgan Stanley has projected that the eVTOL
aircraft market could reach USD $1 trillion (in the base case) by 2040 and USD $9 trillion by 2050.
The Cavorite X7 architecture
is based on our patented fan-in-wing (“Horizon Omni-modal VeRtical (HOVR) Wing” or “HOVR Wing”) technology, which
has been developed and tested over the last several years. While most of our competitors rely on open rotor designs, our HOVR Wing
uses a series of ducted electric fans located inside the wings to produce vertical lift. After a demanding vertical takeoff, the aircraft
accelerates forward. At a safe speed, the wings close to conceal the fans in the wings and the aircraft returns to a highly efficient
configuration. The ability to take off and land like a helicopter but fly forward like a normal aircraft is the key to its performance.
A picture of Horizon’s 50%-scale prototype
that is currently in active flight testing
2
The aircraft is also powered
by a hybrid electric main engine. For vertical flight, electrical power for the powerful ducted fans in the wings and canards comes from
two sources: an on-board generator driven by an internal combustion engine and an array of batteries. Augmenting the battery power with
generator power allows us to reduce battery size, recharge the aircraft after vertical takeoff or landing, and increase safety. This aircraft
able to operate in austere locations without power, unlike other pure electric designs that will be forced to fly from charging station
to charging station.
We believe that the technology
and configuration advantages of our Cavorite X7 aircraft will represent a significant market advantage. It is anticipated that our aircraft
will be cheaper to own and operate than helicopters with similar payload characteristics and will travel almost twice as fast. The specifications
for the aircraft call for it to be able to carry seven people with a useful load of 1,500 lbs., almost twice the carriage capacity of
many of our competitors. We believe the combination of carrying more people or goods, traveling faster, and operating more efficiently
will provide a strong economic model for broad adoption.
Our business operating model
is predicated on building and selling Cavorite X7 aircraft for both civilian and military use. We also believe that the extensive intellectual
property developed to enable the successful operation of our aircraft could be licensed to third parties to generate significant profit.
We have designed, built, and
initiated testing of a 50%-scale prototype of our Cavorite concept. This sub-scale prototype has been through hover testing and the team
is currently working towards transition to forward flight. We have received a Special Flight Operations Certificate (SFOC) from Transport
Canada Civil Aviation (“TCCA”) that allows outdoor untethered flight of our sub-scale prototype. Our SFOC #930370 will remain
effective until its expiry on August 1st of 2025 at which point Horizon will require a formal extension to allow continued
untethered test flying. We have also partnered with Cert Centre Canada (3C) for development of a certification basis that will be used
to form the foundation for Type Certification with TCCA. Receiving a Type Certificate in accordance with stated regulatory standards
will certify compliance to the applicable airworthiness standards for the Cavorite X7, something that is a necessary prerequisite for
using the aircraft in commercial operations. We believe our aircraft will be one of the first eVTOL aircraft to be certified for flight
into known icing conditions (FIKI), dramatically increasing its operational utility. We believe we can receive Type Certification in 2027.
Patents and other Intellectual Property
In order to protect the novel
technologies that underpin the Cavorite X7 design, we have accumulated 22 issued and allowed patents thus far, the earliest expiry of
which will be 2035. The most significant of these patents are US non-provisional utility patents that protect the core fan-in-wing invention
and various other novel details required to enable its practical use. Amongst these issued patents are several design patents that seek
to protect the shape of the Cavorite X7 with its distinct forward swept main wings, unique empennage, and forward canards. Other intellectual
property exists in the areas of hybrid-electric propulsion; ducted fan propulsion unit blade and stator design, cooling, and electrical
control; control systems including novel yaw control software and hardware; and digital twin simulation.
The eVTOL Industry, Total Addressable Market
and its Drivers
The eVTOL aircraft market is a developing sector within the transportation
industry. This market sector is dependent on the successful development and implementation of eVTOL aircraft and networks, none of which
are currently in commercial operation. Morgan Stanley have projected that the eVTOL market for moving people and moving goods could be
between USD $1 trillion by 2040 and USD $9 trillion by 2050, as set forth in the “Morgan Stanley Research, eVTOL/Urban
Air Mobility TAM Update” report released in May 2021 (the “Morgan Stanley Report”).
3
Furthermore, in its 2021 Regional Air Mobility
report, NASA has highlighted that while the United States has over 5,000 airports, only 30 of them support 70% of all travelers.1
This report highlights that the average American lives within 16 minutes of an airport yet must travel hours to larger hubs
for even shorter regional travel. It is little wonder that 73% of Americans prefer road travel over flying, even if that means spending hours
in gridlocked traffic. We believe there is a significant opportunity to improve regional travel through the use of intelligently designed
VTOL aircraft.
Regional Air Mobility
Regional Air Mobility (RAM)
is simply a term that represents a faster, more efficient way of moving people and goods between 50 and 500 miles. With the development
of more economical, versatile, and safe aircraft like Horizon Aircraft’s Cavorite X7 concept that can flexibly travel between regional
locations, it is little wonder that the market demand is high for these types of machines.
NASA highlights that RAM has
the potential to fundamentally change how we travel and receive our goods by “bringing the convenience, speed, and safety of
air travel to all Americans, regardless of their proximity to a travel hub or urban center” and “[t]hrough targeted investments,
RAM will increase the safety, accessibility, and affordability of regional travel while building on the extensive and underutilized federal,
state, and local investment in our nation’s local airports.”
New types of aircraft capable
of operating with very limited ground infrastructure can deliver critical supplies to remote communities, transport critically injured
people to the hospital faster and more efficiently, help with disaster relief operations, and can help service people around the world
in special military missions.
Another report from Morgan
Stanley projects that eVTOL technology is expected to revolutionize logistics due to advantages in speed, efficiency and accessibility
over current trucks, airplane and train freight transportation. In addition, the Morgan Stanley Report cites the potential for eVTOL technology
to provide a viable and affordable transportation solution in geographic locations without a current viable solution (such as rural or
island communities) and to expand the possibilities for 24-hour delivery or overnight parcel delivery in regions where existing transport
modes are simply too slow.
The large RAM market opportunity is precipitated by a transportation system
that is insufficient to handle increasing demand without time delays, high infrastructure and maintenance costs and adverse environmental
impact. Since 1990, global passenger flows have increased by more than 125% across all major modes of travel while global trade volume
has increased by approximately 200%. To counter the rapidly increasing demand for mobility and logistics, governments worldwide are investing
a total of approximately USD $1 trillion per annum into transport infrastructure, which is three times more compared to twenty years
ago. Despite these investments, our regional transport systems have fundamentally not improved.
In response, governments are
increasing their support for the development of both urban and regional eVTOL networks, and sustainable aviation more generally, through
regulatory incentives and investment. For example, the Canadian government recently announced the Initiative for Sustainable Aviation
Technology (INSAT) where $350M will be invested into innovative companies focused on sustainable aviation solutions. We believe that Horizon
Aircraft could be an ideal match for the recent government funding opportunities.
The History of Horizon Aircraft
Horizon was founded in 2013
to develop an innovative prototype amphibious aircraft. However, as we investigated the latest advancements in the areas of electric motor
and battery technologies, we began to understand that a new type of aircraft concept was possible. With this realization, the experienced
aircraft development team shifted to developing the unique Cavorite X-series concept, eventually settling on a 7-place hybrid eVTOL
aircraft. In June of 2021, Horizon was acquired by Astro Aerospace Ltd. (“Astro”), an OTCQB-listed company, in an all-stock
deal. In August of 2022, after funding challenges, Astro agreed to unwind the deal and Horizon was sold back to its original shareholders.
In subsequent events, Astro Aerospace Ltd. became a revoked public company after failing to submit timely financial information.
4
After re-privatizing from
Astro, Horizon successfully raised funding to support the continued development and testing of its sub-scale prototypes as well as to
continue progress on the detailed design of a full-scale technical demonstrator aircraft.
Sub-Scale Prototypes
We have built many sub-scale
prototype aircraft. Starting with a smaller 1/7th-scale aircraft, we are now flight testing a half-scale prototype. This large
prototype has a 20-foot wingspan, weighs almost 500 lbs., and is roughly 15 feet long. This aircraft has been through successful hover
testing, and the team has investigated forward transition speeds up to 70 mph in a wind tunnel. All testing has yielded positive results,
and the aircraft is performing significantly above initial expectations for both power and stability.
Full-Scale Cavorite X7 Aircraft Concept
Based on positive initial
testing results, the team is actively improving the design of a full-scale technical demonstrator aircraft. For example, the aircraft
will be designed to hold seven (7) people: six (6) passengers and one (1) pilot. Updated performance estimates from early
sub-scale testing indicate that the full-scale hybrid electric Cavorite X7 will be able to travel at speeds up to 250 mph and carry 1,500
lbs. of useful load over 500 miles with the appropriate fuel reserves. The team has identified and begun negotiating with key suppliers
globally to meet the specifications of the Cavorite X7.
Business Combination
On February 14, 2023, Pono
consummated its Initial Public Offering. On January 12, 2024 (the “Closing Date”), we consummated the Business Combination
which resulted in the combination of Pono with Legacy Horizon, pursuant to the previously announced Business Combination Agreement, following
the approval at the extraordinary general meeting of the shareholders of Pono held on January 4, 2024. On January 10, 2024, pursuant to
the Business Combination Agreement, the Company initiated the SPAC Continuance when Pono was continued and de-registered from the Cayman
Islands when the Cayman Islands Registrar of Companies issued a Certificate of De-Registration. On January 11, 2024, the Company completed
the SPAC Continuance and redomesticated as a British Columbia company and in connection therewith, effected the Articles, under the laws
of British Columbia. Pursuant to the Business Combination Agreement, on January 12, 2024, Merger Sub and Legacy Horizon were amalgamated
under the laws of British Columbia, and Pono changed its name to New Horizon Aircraft Ltd.
Our Competitive Strengths
We believe that our business
benefits from several competitive strengths, including the following:
Proprietary Ducted Fan-in-Wing Technology — the
“HOVR Wing” System
The majority of our competitors
use “open propeller” eVTOL vertical lift architectures. We employ our own proprietary HOVR Wing technology that provides a
number of important advantages:
5
Agile Team with Significant Aerospace and
Operational Experience
We were founded by a team with deep experience in the aerospace industry.
Our team boasts individuals who have led the design, construction and testing of clean sheet aircraft and have combined industry experience
of more than 200 years. The leadership team within New Horizon also includes personnel with significant experience in human resources
and information technology which we believe will facilitate cohesion, effectiveness and security as the company continues to grow.
Operational Experience
Many of our principal engineers
and technicians have significant operational experience. Many are active pilots. For example, our CEO was an active CF-18 fighter pilot
for nearly 20 years and holds a commercial Airline Transport Pilot’s License. This experience allows the team to visualize
operating this unique aircraft in the real world. Design considerations for easy field repair, safety, performance, and a focus on lowering
operational costs has been foundational to the Cavorite X7 concept and development. We believe this deep operational experience and design
consideration has led to a machine concept that will support for-profit operators, thereby increasing demand for the aircraft.
Our Strategy
Build Aircraft for the Rapidly Growing Regional
Air Mobility Market
We are focusing our initial
services on Regional Air Mobility. Beyond simple movement of cargo and people at the regional level — 50 to 500 miles — the
aircraft will be able to economically conduct a number of unique missions such as:
Develop Unique Technologies That Can be
Broadly Licensed to Generate Revenue
We feel that the technology
we are developing for the Cavorite X7 aircraft may be broadly useful across the industry. For example, the unique HOVR Wing concept could
support other designs across the industry or within military applications. These technologies offer potential to significantly boost revenue.
Our Cavorite X7 Hybrid eVTOL Aircraft Concept
Our full-scale Cavorite X7
Hybrid eVTOL aircraft is in the detailed design phase. The combination of unique architecture, hybrid power, and proprietary ducted fan-in-wing
technology enables it to take off and land vertically while also flying at speeds much greater than a typical helicopter. We anticipate
that the final production aircraft will be able to carry six (6) passengers and one (1) pilot at ranges over 500 miles and at
speeds up to 250 miles per hour.
6
Ducted Fan-in-Wing “HOVR Wing”
Technology
Our unique HOVR Wing technology
is described above and is protected by a US non-provisional utility patent. This technology allows the aircraft to return to an aerodynamically
efficient configuration enroute. The ability to fly as a traditional aircraft enroute has many operational advantages and may offer a
faster route to certification for commercial use.
During a vertical takeoff,
an array of electrically powered ducted fans located in the wings and canards provide the required lift. For transition to forward flight,
the aircraft starts its rear pusher propeller and accelerates forward to a safe speed at which point the canards and wings close systematically
to conceal the fans within the wings. At this point, the aircraft is in a normal configuration much like a traditional aircraft. The balance
of the mission can then be conducted in a highly efficient manner. For landing, the reverse process occurs.
Not only is this concept extremely
efficient enroute, but it is also very safe. During hover, multiple fans can fail with the aircraft still able to maintain hover. For
example, the 50%-scale aircraft is able to hover with 20% of its fans disabled. Furthermore, as discussed below, there are two sources
of electricity for the fans: an onboard generator and a battery array. Even at moderate forward speed the generator can support the full
electrical power requirements in the event of a dramatic full battery array failure. For increased durability, each fan unit is electrically,
mechanically, and thermally isolated from the others, reducing the chances of a cascading failure.
This aircraft concept also
naturally allows for Conventional Takeoff and Landing (CTOL) as well as Short Takeoff and Landing (STOL). If one end of the mission calls
for loading of precious cargo at an airport logistics hub or delivery to an airport, the Cavorite X7 can easily operate like a traditional
aircraft. Notably, in CTOL and STOL operational modes, the aircraft’s payload would also increase.
The Cavorite X7 hybrid eVTOL during transition
to forward flight
Hybrid Electric Power System
By their very nature, VTOL
aircraft will excel at delivering critical goods and services to remote locations. These remote locations may not have the charging infrastructure
to support purely electric VTOL aircraft. The Cavorite X7 will use a hybrid power system. This system will provide two sources of electrical
power during demanding vertical takeoff and landing operations and will allow the battery array to re-charge in flight and after a mission.
The batteries will be designed for high power draw, so they will naturally support quick charging.
7
For remote operations, the
aircraft effectively becomes a power generation station. After landing the aircraft can recharge itself in minutes and will be able to
produce usable power should that be required (e.g., disaster relief mission where the power grid is offline). For example, in a disaster
relief mission the Cavorite X7 could land in a parking lot and provide charging and/or power for communications that has been disrupted.
The hybrid power system will
also be more efficient, emitting less greenhouse gas emissions than a traditional turbine engine when compared to a traditional helicopter.
This is for two reasons. First, the aircraft draws significant electrical energy from the battery array during vertical takeoff and landing,
reducing emissions during this phase. Second, enroute the aircraft is in a very aerodynamically efficient configuration as compared to
a helicopter, dramatically lowering the power required to travel at a given speed and therefore reduce emissions enroute. The combination
of these two factors is a compelling sustainability improvement over current VTOL aircraft.
Safety by Design
The safety, performance, and
reliability of our aircraft will be key factors in achieving customer acceptance of our aircraft for commercial use. First and foremost,
our aircraft design is focused on safety. There are several important considerations in the design concept that augment safety:
Performance
The X7 concept will also benefit
from significant performance. First, due to its aerodynamically efficient configuration enroute, it will be fast. We are anticipating
a maximum dash cruise speed of 250 knots, with a more efficient enroute speed likely just over 200 knots. Our initial calculations also
indicate that in VTOL mode it will have a 1,500 lb. useful load, which is the amount of combined fuel and payload it can carry. This could
increase to 1,800 lbs. when the aircraft operates in STOL or CTOL modes. Finally, our initial estimates indicate the aircraft will be
able to travel 500 miles with medium payloads with full operational fuel reserves. This is an aircraft concept that was designed to do
work in the real world, and we believe our customers will recognize and appreciate this.
8
Flight into Known Icing and Other Operational
Challenges
We believe that this concept
may be one of the only viable VTOL designs that could be certified for Flight Into Known Icing (FIKI). This is due to its unique characteristic
of flying like a traditional aircraft for enroute flight, without multiple open rotors that could accumulate ice. Transition to and from
vertical flight would occur in Visual Meteorological Conditions (VMC)–essentially clear of any clouds — so enroute
there would only be one propeller exposed to icing conditions should there be a requirement to fly through clouds that could cause ice
accumulation. This propeller can be electrically heated for anti-icing purposes, something that is very common in commercial regional
turboprop operations. Furthermore, with a significant amount of on-board electrical power available enroute, electrothermal coatings may
be used to help prevent or remove ice on lift surfaces. Finally, with a turbine engine the aircraft systems will have access to warm bleed
air that could be circulated for anti-icing or de-icing.
Bird strikes are also an area
of concern for commercial flight. Our aircraft concept has only one exposed propeller that is partially protected by the fuselage. Unlike
many compound open rotor designs where losing one blade may cause a cascading failure, our aircraft operates like any number of the thousands
of commercial regional aircraft already certified and operating profitably.
Bad weather is also a challenge
for regional commercial flight operations. The Cavorite X7’s hybrid power system and efficient enroute configuration will likely
make it more resilient in the face of bad weather. Increased speed and range over pure electric VTOL regional aircraft should allow for
increased versatility, able to divert to a backup airfield or vertiport, go around unexpected storms, or deal with unexpected winds that
could negatively impact slower designs. We feel that this, coupled with FIKI certification, could offer a significant operational advantage
over our competitors.
Aviation Regulations
In Canada and the U.S., civil
aviation is regulated by the TCCA and the Federal Aviation Administration (FAA) respectively. These two regulatory bodies control all
aspects of certifying a new aircraft for commercial flight (Type Certification), production of that aircraft (Production Certification)
and issuance of an Air Operations Certificate (AOC) to organizations who wish to use the aircraft in commercial operations.
We intend to seek approval
for the design of the Cavorite X7 by obtaining a Type Certificate under TCCA using Canadian Air Regulations (CAR) §523 under Normal
Category, Level 2 — for aeroplanes with 2 to 6 passengers. Due to the innovative design of the Cavorite X7, it is expected
that TCCA will invoke certain regulations and standards from CAR §527, (helicopter certification requirements) and
additional Special Conditions. We have engaged Flight Test Centre of Excellence (3C) as partners who will perform the role of
Applicant’s Representative for the certification effort. 3C has extensive expertise in developing and executing aircraft
certification programs and are helping to prepare our formal application to TCCA. We have also had initial discussions with the FAA
and plan to run a parallel program that would greatly expedite certification for use in the United States.
While working towards a Type
Certificate for our aircraft that will enable sales for commercial use, we will also be pursuing a Production Certificate. Once obtained,
this will allow volume manufacturing to meet the demand that we anticipate. Companies wishing to use our aircraft for commercial use will
require an AOC.
Since we will not be permitted
to deliver commercially produced aircraft to customers until we have obtained TCCA type certification, no material sales revenue will
be generated before TCCA certification issuance. The process of obtaining a valid type certificate, production certificate and airworthiness
certificate for the Cavorite X7 will take several years. Any delay in the certification process could negatively impact us by requiring
additional funds be spent on the certification process and by delaying our ability to sell aircraft.
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Marketing
Our marketing strategy is
intended to build industry and consumer awareness of our technology. We are working with several external firms to develop and execute
a robust marketing plan. Marketing efforts will include comprehensive Communication, Investor Relations, and Public Relations plans to
ensure consumer understanding, investor confidence, and entering the public consciousness as developmental operations continue. Our overarching
value proposition will focus on the benefits of our Cavorite X7 platform and its wide array of operational capabilities, while maintaining
the highest of safety standards. We also believe that the striking visual design of the aircraft coupled with market leading utility will
be a point of differentiation from our competition.
Competition
We acknowledge the competitive
nature of the current VTOL landscape in North America and around the world. Alternative technologies, either known or unknown, could bring
more attractive VTOL designs to the marketplace. We believe that our primary competition for market share will come from similar minded
companies that come to realize that Regional Air Mobility may offer a more compelling initial business case for early VTOL designs. These
companies could employ similar design architectures alongside hybrid electric power systems and challenge our Cavorite X7. However, at
present the vast majority of our competition are pursuing purely electric flight, which leaves most lagging behind from a speed, range
and cargo carrying capability.
Human Capital
As of August 15, 2024, we had 14 employees in Canada and 2 employees
outside of Canada. None of our employees is subject to a collective bargaining agreement or represented by a trade or labor union.
We consider our relationship with our employees to be good. We believe that our turnover and productivity levels are at acceptable levels.
Properties
New Horizon leases office
space and an aircraft hangar in Lindsay Ontario, which serves as the corporate headquarters, and office space and light composite manufacturing
space in Haliburton Ontario. New Horizon believes that these properties are sufficient for its business and operations as currently conducted.
Corporate Information
On January 11, 2024, we continued
and de-registered from the Cayman Islands and redomiciled under the laws of the Province of British Columbia, Canada. Our principal executive
offices are located at 3187 Highway 35, Lindsay, Ontario, K9V 4R1, and our telephone number is (613) 866-1935. Our website is https://www.horizonaircraft.com/.
Our website and the information on or that can be accessed through such website are not part of this prospectus.
Legal Proceedings
As of August 15, 2024, we were not a party to any material legal proceedings.
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Regardless of the outcome,
litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity
and reputational harm and other factors.
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Item 1A. Risk Factors.
The following risk factors
apply to the business and operations of New Horizon and its consolidated subsidiaries. The occurrence of one or more of the events or
circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability
to realize the anticipated benefits of the Business Combination and may have an adverse effect on the business, cash flows, financial
condition and results of operations of New Horizon. We may face additional risks and uncertainties that are not presently known to us
or that we currently deem immaterial, which may also impair our business, cash flows, financial condition and results of operations.
All figures noted are in thousands of Canadian dollars unless noted
otherwise.
Risks Related to Our Business and Industry
We have incurred losses and expect to incur
significant expenses and continuing losses for the foreseeable future, and we may not achieve or maintain profitability.
We have incurred significant
operating losses. Our operating losses were $8,160 and $1,247 for the years ended May 31, 2024 and 2023, respectively. We expect
to continue to incur losses for the foreseeable future as we develop our aircraft.
We have not yet started commercial
operations, making it difficult for us to predict our future operating results, and we believe that we will continue to incur operating
losses until at least the time we begin commercial operations. As a result, our losses may be larger than anticipated, and we may not
achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability.
We expect our operating expenses
to significantly increase over the next several years as we complete our aircraft design, build, testing and manufacturing. We expect
the rate at which we incur losses will be significantly higher for 2024 through at least 2027 as we engage in the following activities:
● building up inventories of parts and components for our aircraft;
● testing and certifying the performance and operation of our aircraft;
● developing and launching our digital platform and customer user interface;
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Because we will incur the
costs and expenses from these efforts before we receive any associated revenue, our losses in future periods will be significant. In addition,
we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in the revenue we
anticipate, which would further increase our losses. Furthermore, if our future growth and operating performance fails to meet investor
or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding
our operations, this could have a material adverse effect on our business, financial condition and results of operations.
The eVTOL market may not continue to develop,
eVTOL aircraft may not be adopted by the transportation market, eVTOL aircraft may not be certified by transportation and aviation authorities
or eVTOL aircraft may not deliver the expected reduction in operating costs or time savings.
eVTOL aircraft involve a complex
set of technologies and are subject to evolving regulations, many of which were originally not intended to apply to electric and/or VTOL
aircraft. Before any eVTOL aircraft can fly passengers, manufacturers and operators must receive requisite regulatory approvals, including — but
not limited to — aircraft type certificate and certification related to production of the aircraft (i.e., a Production
Certificate). No eVTOL aircraft have passed certification by TCCA, EASA or the FAA for commercial operations in Canada, Europe or the
United States, respectively, and there is no assurance that our current serial prototype for the Cavorite X7 aircraft will receive
government certification in a way that is market-viable or commercially successful, in a timely manner or at all. Gaining government certification
requires us to prove the performance, reliability and safety of its Cavorite X7 aircraft, which cannot be assured. Any of the foregoing
risks and challenges could adversely affect our prospects, business, financial condition and results of operations.
The success of our business depends on the
safety and positive perception of our aircraft, the establishment of strategic relationships, and of our ability to effectively market
and sell aircraft that will be used in Regional Air Mobility services.
We expect that the success
of selling our aircraft will be highly dependent on our target customers’ embrace of Regional Air Mobility and eVTOL vehicles, which
we believe will be influenced by the public’s perception of the safety, convenience and cost of our Cavorite X7 specifically but
also of the industry as a whole. As a new industry, the public has low awareness of Regional Air Mobility and eVTOL vehicles, which will
require substantial publicity and marketing campaigns in a cost-effective manner to effectively and adequately target and engage our potential
customers. If we are unable to demonstrate the safety of our aircraft, the convenience of our aircraft, and the cost-effectiveness of
our use in Regional Air Mobility services as compared with other commuting, goods transportation, airport shuttle, or regional transportation
options, our business may not develop as we anticipate we could, and our business, revenue and operations may be adversely affected. Further,
our sales growth will depend on our ability to develop relationships with infrastructure providers, airline operators, other commercial
entities, municipalities and regional governments and landowners, which may not be effective in generating anticipated sales, and marketing
campaigns can be expensive and may not result in the acquisition of customers in a cost-effective manner, if at all. If conflicts arise
with our strategic counterparties, the other party may act in a manner adverse to we and could limit our ability to implement our strategies.
Our strategic counterparties may develop, either alone or with others, products or services in related fields that are competitive with
our products and services.
We have a limited operating history and
face significant challenges to develop, certify, and manufacture our aircraft. Our Cavorite X7 eVTOL aircraft remains in development,
and we do not expect to deliver any aircraft until 2027, at the earliest, if at all.
We were incorporated in 2013,
and we are developing an aircraft for the emerging Regional Air Mobility market, which is continuously evolving. Although our team has
experience designing, building and testing new aircraft, we have no experience as an organization in volume manufacturing of our planned
Cavorite X7 aircraft. We cannot assure that us or our suppliers and other commercial counterparties will be able to develop efficient,
cost-effective manufacturing capability and processes, and reliable sources of component supplies that will enable us to meet the quality,
price, engineering, design and production standards, as well as the production volumes, required to successfully produce and maintain
Cavorite X7 aircraft. Based on our current testing and projections, we believe that we can achieve our business plan and forecasted performance
model targets in terms of aircraft range, speed, energy system capacity, and payload for our full-scale Cavorite X7 aircraft; however,
we currently only have a 50%-scale prototype aircraft completed and undergoing flight testing.
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Detailed design of our full-scale
Cavorite X7 aircraft has not yet been completed, and many of the systems, the aerodynamics, the structure, and other critical elements
of the design have yet to be designed, produced, and tested at full-scale. As such, we might not achieve all, or any, of our performance
targets, which would materially impact our business plan and results of operations.
You should consider our business
and prospects in light of the risks and significant challenges we face as a new entrant into a new industry, including, among other things,
with respect to our ability to:
● build a well-recognized and respected brand;
● establish and expand our customer base;
● improve and maintain our manufacturing efficiency;
● predict our future revenues and appropriately budget for our expenses;
● anticipate trends that may emerge and affect our business;
● secure, protect and defend our intellectual property; and
● navigate an evolving and complex regulatory environment.
If we fail to adequately address
any or all of these risks and challenges, our business may be materially and adversely affected.
The Regional Air Mobility market for eVTOL
passenger and goods transport services does not exist; whether and how it develops is based on assumptions, and the Regional Air Mobility
market may not achieve the growth potential we expect or may grow more slowly than expected.
Our estimates for the total
addressable market for eVTOL Regional Air Mobility, regional passenger and goods transport, and military use are based on a number of
internal and third-party estimates, including customers who have expressed interest, assumed prices at which we can offer our services,
assumed aircraft development, estimated certification and production costs, our ability to manufacture, obtain regulatory approval and
certification, our internal processes and general market conditions. While we believe our assumptions and the data underlying our estimates
are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change
at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates may prove to be incorrect,
which could negatively affect our operating revenue, costs, operations and potential profitability.
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We may be unable to adequately control the
costs associated with our pre-launch operations, and our costs will continue to be significant after we commence operations.
We will require significant
capital to develop and grow our business, including designing, developing, testing, certifying and manufacturing our aircraft, educating
customers of the safety, efficiency and cost-effectiveness of our unique aircraft and building our brand. Our research and development
expenses were $880 and $676 in 2024 and 2023, respectively, and we expect to continue to incur significant expenses which will impact
our profitability, including continuing research and development expenses, manufacturing, maintenance and procurement costs, marketing,
customer and payment system expenses, and general and administrative expenses as we scale our operations. Our ability to become profitable