Form 8-K

8-K — New Horizon Aircraft Ltd.

Accession: 0001213900-26-097738

Filed: 2026-09-04

Period: 2026-09-02

CIK: 0001930021

SIC: 3721 (AIRCRAFT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

September 2, 2026

NEW HORIZON AIRCRAFT LTD.

(Exact name of registrant as specified in its charter)

British Columbia

001-41607

98-1786743

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3187 Highway 35, Lindsay, Ontario

K9V 4R1

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (613) 866-1935

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Share, no par value

HOVR

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share

HOVRW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02. Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 2, 2026, Trisha

Nomura notified the board of directors (the “Board”) of New Horizon Aircraft Ltd. (the “Company”) of her resignation

from the Board as a Class I director and from all committees of the Board on which she serves, including the Audit Committee (as Chair),

the Compensation Committee, and the Nominating and Corporate Governance Committee, effective immediately upon the appointment of a director

to fill the vacancy created by her resignation. Ms. Nomura resigned for personal reasons, citing a desire to spend more time with her

family. Ms. Nomura’s resignation is not the result of any disagreement with the Company or Board on any matter relating to the Company’s

operations, policies or practices. Ms. Nomura has served on the Company’s Board since January 2024, when the Company completed its

business combination and became a publicly traded company. The Board thanks Ms. Nomura for her dedicated service to the Company.

On September 4, 2026, the

Board appointed Thomas Hearne to serve as a Class I director to fill the vacancy created by Ms. Nomura’s resignation. Mr. Hearne

will serve until the Company’s 2027 annual meeting of shareholders, or until his successor is duly elected and qualified, or until

his earlier death, resignation, or removal. Mr. Hearne was also appointed to serve as Chair of the Audit Committee and as a member of

the Compensation Committee and the Nominating and Corporate Governance Committee. The Board has determined that Mr. Hearne is independent

under the applicable rules of the Securities and Exchange Commission (the “SEC”), the listing rules of The Nasdaq Stock Market

LLC (the “Nasdaq Listing Rules”), and applicable Canadian securities laws. The Board has also determined that Mr. Hearne qualifies

as an “audit committee financial expert” within the meaning of Item 407(d)(5) of SEC Regulation S-K and meets the financial

sophistication requirements of the Nasdaq Listing Rules.

Mr. Hearne will participate

in the current director compensation arrangements generally applicable to the Company’s non-employee directors as described in the

Company’s Proxy Statement filed in connection with the 2025 Annual Meeting of Shareholders. There are no arrangements or understandings

between Mr. Hearne and other persons pursuant to which he was selected as a director. Mr. Hearne has not engaged in any transaction with

the Company that would be reportable as a related party transaction under Item 404(a) of SEC Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On September 4, 2026, the

Company issued a press release announcing the director transition described in Item 5.02 of this Current Report on Form 8-K. A copy of

this press release is attached as Exhibit 99.1 hereto.

The information in Item 7.01

of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits

are being filed herewith:

Exhibit No.

Description

99.1

Press Release, dated September 4, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

NEW HORIZON AIRCRAFT LTD.

Date: September 4, 2026

By:

/s/ E. Brandon Robinson

Name:

E. Brandon Robinson

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 4, 2026

EX-99.1

Filename: ea030461001ex99-1.htm · Sequence: 2

Exhibit 99.1

Horizon Aircraft Appoints

Tom Hearne to Board of Directors and Names Him Audit Committee Chair

Company to benefit

from Hearne’s 30 years of technology leadership, capital markets, and financial oversight experience as it advances the Cavorite

X7 program

TORONTO, September 4, 2026 – New Horizon

Aircraft Ltd. (“Horizon Aircraft” or the “Company”) (Nasdaq: HOVR), an advanced aerospace company developing one of

the first hybrid-electric Vertical Takeoff and Landing (VTOL) aircraft, today announced the appointment of Tom Hearne to its Board of

Directors (the “Board”) and as Chair of the Board’s Audit Committee, effective immediately.

Mr. Hearne succeeds Trisha Nomura, who has

resigned from the Board and Chair of the Audit Committee effective September 4, 2026, for personal reasons. Her resignation was not the

result of any disagreement with the Company or the Board regarding its operations, policies, practices, financial reporting, or other

matters. Ms. Nomura will continue to be available in a support and advisory function as needed by the Company and remains an important

shareholder.

Brandon Robinson, Co-Founder and CEO of Horizon

Aircraft, commented, “Trisha has played an important role in Horizon’s development as a public company, bringing strong financial

expertise, thoughtful judgment, and rigorous oversight to the Board and Audit Committee. We are grateful for her contributions and commitment

to Horizon, and we wish her continued success.”

About Tom Hearne

Mr. Hearne has more than 30 years of experience

as a senior executive and board member of public and private technology companies, with expertise in financial management, capital markets,

corporate governance, strategic transactions, and scaling growth businesses. Over the course of his career, he has helped scale companies

from early-stage operations through periods of rapid revenue growth, including successful financings totaling more than $500 million in

value.

He currently serves as Chief Executive Officer

and a director of ARB Labs, an artificial intelligence technology company serving the gaming industry. He also serves as a director and

Chair of the Audit Committee of publicly traded Enthusiast Gaming Holdings and chairs its Special Committee.

Previously, Mr. Hearne served as Chief Executive

Officer and a director of Tiidal Gaming Group, Chief Financial Officer and a director of London Stock Exchange-listed Sportech PLC, and

Chief Financial Officer of Score Media.

Mr. Hearne is a Chartered Professional Accountant

and a member of CPA Ontario. He holds an MBA from the Schulich School of Business at York University.

Mr. Robinson continued,

“Tom brings a combination of public company governance, financial leadership, capital markets expertise, and a proven track record

of scaling technology businesses that is particularly relevant to Horizon at this stage of our development. As we advance the Cavorite

X7 through manufacturing, testing, certification, and ultimately commercialization, disciplined financial oversight and the ability to

navigate the capital markets will become increasingly important. We believe Tom’s experience and perspective will make him a valuable

addition to our Board.”

About Horizon Aircraft

Horizon Aircraft (NASDAQ: HOVR) is a Canadian

aerospace company that is developing one of the world’s first hybrid-electric VTOL (Vertical Take-Off and Landing) aircraft designed to

fly most of its mission in traditional wing-borne flight, offering industry-leading speed, range, and operational utility. Horizon Aircraft’s

unique designs put the mission first and prioritize safety and performance. Upon successful completion of testing and certification of

its full-scale aircraft, Horizon Aircraft intends to scale unit production to meet expected demand from regional aircraft operators, emergency

service providers, and military customers.

For further information, visit:

Website www.horizonaircraft.com

YouTube https://www.youtube.com/@horizonaircraft

LinkedIn https://www.linkedin.com/company/horizon-aircraft-inc

Information on Horizon Aircraft’s website

does not constitute a part of and is not incorporated by reference into this press release.

For further information, contact:

Investors:

Kathryn Burns

ir@horizonaircraft.com

Media:

Edwina Frawley-Gangahar

EFG Media Relations

+44 7580 174672

edwina@efgmediarelations.com

Forward-Looking Statements

This press release contains certain “forward-looking

statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995

and “forward-looking information” within the meaning of applicable Canadian securities laws (collectively, “forward-looking

statements”). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”

“anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,” “opportunity,”

“plan,” “may,” “should,” “will,” “would,” “target,” “will be,” “will

continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement

is not forward-looking. Forward-looking statements herein include, but are not limited to, statements relating to the anticipated benefits

of changes to the Company’s Board; the targeted readiness of the full-scale hybrid Cavorite X7 eVTOL demonstrator aircraft for initial

testing, development priorities and technical milestones; the Cavorite X7’s design specifications, anticipated operational parameters

and projected performance, including assumptions regarding operating costs, fuel consumption, maintenance costs and utilization rates;

funding and liquidity sufficiency and runway; certification and testing plans; and potential production, partnership, supply chain and

market opportunities.

Forward-looking statements are predictions,

projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject

to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should

not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ

materially from the forward-looking statements in this press release, including but not limited to: (i) changes in the markets in which

Horizon Aircraft competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (ii) the risk

that Horizon Aircraft will need to raise additional capital to execute its business plans, which may not be available on acceptable terms

or at all; (iii) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue;

(iv) statements regarding Horizon Aircraft’s industry and market size; (v) financial condition and performance of Horizon Aircraft, including

the condition, liquidity, results of operations, the products, the expected future performance and market opportunities of Horizon Aircraft;

(vi) Horizon Aircraft’s ability to develop, certify, and manufacture an aircraft that meets its performance expectations; (vii) successful

completion of testing and certification of Horizon Aircraft’s Cavorite X7 eVTOL; (viii) the targeted future production of Horizon Aircraft’s

Cavorite X7 aircraft; and (ix) other factors detailed by us in the Company’s public filings with the SEC and under the Company’s profile

on sedarplus.ca, including the disclosures under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for

the fiscal year ended May 31, 2026, filed with the SEC and filed under the Company’s profile on sedarplus.ca on July 16, 2026. These filings

identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those

contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made.

Readers are cautioned not to put undue reliance

on forward-looking statements, and while the Company may elect to update these forward-looking statements at some point in the future,

it assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events,

or otherwise, unless required by applicable law. Horizon Aircraft does not give any assurance that Horizon Aircraft will achieve its expectations.

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