SEC Form 4 · accession 0001879194-26-000003
New Horizon Aircraft Ltd. · HOVR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Brandon Robinson
Officer — Chief Executive Officer · Director
Period of report
May 26, 2026
Accepted (ET)
Jul 15, 2026 · 8:47 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001930021
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary Shares without par valueF1,F2,F3 | May 26, 2026 | M | 207,468 | — | A | 686,319 | D | |
| Class A Ordinary Shares without par value | May 26, 2026 | F | 52,093 | $3.68 | D | 634,226 | D | |
| Class A Ordinary Shares without par valueF5 | holding | — | — | — | 1,372,510 | I | Held by Robinson Family Ventures Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF1,F2 | — | May 26, 2026 | M | 207,468 | D | — | Dec 15, 2029 | Class A Ordinary Shares without par value | 207,468 | 292,532 | D |
Explanation of responses
- F1Each performance share unit ("PSU") represents a contingent right to receive one Class A ordinary share, without par value (the "Common Shares"), of New Horizon Aircraft Ltd. (the "Company").
- F2The PSUs vest as follows: (i) fifty percent (50%) of the PSUs shall vest based on the Company's market capitalization, such that: (A) 80% of such fifty percent (50%) portion shall vest upon the Company achieving a market capitalization equal to 80% of the target market capitalization of US$250,000,000; and (B) the remaining portion shall vest proportionately on a straight-line basis as the Company's market capitalization increases from 80% to 100% of the target market capitalization, with 100% of such portion vesting upon achievement of the full target; and (ii) the remaining fifty percent (50%) of the PSUs shall vest if the Company's Common Shares, as listed on The Nasdaq Capital Market, have achieved a higher total return than the Russell Microcap Index over any two-year period commencing on the date of grant and ending on the expiry date of such PSUs. On May 26, 2026, 207,468 PSUs vested based on the achievement of the applicable market capitalization performance criteria.
- F3Includes shares acquired under the Company's employee share purchase plan since the reporting person's last Form 4 filing reporting holdings of Class A ordinary shares on October 16, 2025.
- F4Reflects a transaction solely to cover withholding payments to applicable taxing authorities. No cash proceeds were received by the reporting person in connection with the disposition of securities disclosed in this row.
- F5The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.