SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Robinson Eric Brian (Last) (First) (Middle) C/O NEW HORIZON AIRCRAFT, LTD. 3187 HIGHWAY 35 (Street) LINDSAY A6 K9V 4R1 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/12/2024	3. Issuer Name and Ticker or Trading Symbol New Horizon Aircraft Ltd. [ HOVR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) SEE REMARKS	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	23,187(1)	D
Class A Ordinary Shares	2,317,510(2)	I	Held by Robinson Family Ventures Inc.(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	01/12/2024(4)	08/02/2027	Class A Ordinary Shares	143,213(4)	$0.6797(5)	D

Explanation of Responses:

1. Received in exchange for 27,467 shares of Robinson Aircraft ltd. d/b/a Horizon Air ("Horizon" in connection with the January 12, 2024 amalgamation (the "Amalgamation") of Horizon and Pono Capital Three, Inc. to form New Horizon Aircraft, Ltd.

2. Received in exchange for 2,745,326 shares of Horizon in connection with the Amalgamation.

3. The 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.

4. Received in the Amalgamation in exchange for an existing option to acquire 138,600 shares of Horizon for C$0.76 per share. The options were originally issued on August 2, 2022, with a three-year vesting period (33% vesting annually).

5. Converted from Canadian exercise price of C$0.91 using an exchange rate of C$1.3387 = US$1.00.

Remarks:

The Reporting Person was originally included as a named executive officer of the Issuer as of the January 12, 2024 Amalgamation closing date; however, on January 13, 2024, the position was determined not constitute a Section 16 officer position.

	/s/ Eric Brian Robinson	03/05/2024
	** Signature of Reporting Person	Date
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