UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of New Horizon Aircraft Ltd., a British Columbia company (the “Company”), filed on January 12, 2024 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).
This Amendment No. 1 is being filed solely for the purpose of amending the historical financial statements provided under Item 9.01(a) in the Original Report to include (i) the unaudited condensed interim financial statements of Robinson Aircraft, Ltd. d/b/a Horizon Aircraft, a British Columbia company (“Legacy Horizon”), as of November 30, 2023 and for the six months ended November 30, 2023 and 2022, (ii) the related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Horizon as of November 30, 2023 and for the six months ended November 30, 2023 and 2022, and (iii) the unaudited pro forma financial statements as of November 30, 2023.
This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A. Capitalized terms used but not defined herein have the meanings assigned to them in the Original Report.
Item 9.01. Financial Statement and Exhibits.
(a) Financial statements of businesses acquired.
The unaudited condensed interim financial statements of Legacy Horizon as of November 30, 2023 and for the six months ended November 30, 2023 and 2022 and the related notes thereto are attached as Exhibit 99.1 and are incorporated herein by reference.
Also included as Exhibit 99.2 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Horizon as of November 30, 2023 and for the six months ended November 30, 2023 and 2022.
(b) Pro forma financial information.
The unaudited pro forma financial statements as of November 30, 2023 are filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
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(d) Exhibits
Exhibit No. | Description | |
99.1 | Unaudited Condensed Interim Financial Statements of Legacy Horizon as of November 30, 2023, and for the six months ended November 30, 2023 and 2022. | |
99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Horizon as of November 30, 2023, and for the six months ended November 30, 2023 and 2022. | |
99.3 | Unaudited Pro Forma Condensed Consolidated Combined Financial Statements, as of November 30, 2023. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: February 12, 2024 | By: | /s/ E. Brandon Robinson |
Name: | E. Brandon Robinson | |
Title: | Chief Executive Officer |
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