UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on August 28, 2024 New Horizon Aircraft Ltd. (the “Company”) received notice (the “Notice”) from the staff of the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) that the Company did not meet the standard for net income from continuing operations of $500,000 in the most recently completed fiscal year for continued listing under Nasdaq Listing Rule 5550(b)(3) (the “Net Income Standard”). The Company also does not currently meet alternative continued listing standards under Nasdaq Listing Rule 5550(b)(2) (the “Market Value of Listed Securities Standard,” which requires the market value of the Company’s listed securities be at least $35 million) or Nasdaq Listing Rule 5550(b)(1) (the “Equity Standard,” which requires the Company to maintain stockholders’ equity of at least $2.5 million, and the Equity Standard, together with the Net Income Standard and the Market Value of Listed Securities Standard, the “Continued Listing Standards”).
On October 11, 2024, the Company received a letter from the Staff advising the Company that the Staff determined not to accept the Company’s proposed compliance plan in current form. In accordance with Nasdaq Listing Rule 5815(a), the Company has requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s determination, and such request will stay any delisting action by the Staff until the hearing process concludes and during such time, the Company’s Class A ordinary shares and public warrants will continue to be listed on Nasdaq.
At the Panel hearing, the Company intends to present its plan to regain compliance with the Continued Listing Standards. While there can be no assurance that the Company’s plan will be accepted by the Panel, the Company believes it has a compelling strategy to present.
Forward Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: the Company’s ability to regain compliance with the Continued Listing Standards or maintain compliance with other Nasdaq Listing Rules; the Company’s expectations regarding the request for a hearing and any outcome of such hearing, if applicable; whether the Company is granted the full 180 calendar day period to regain compliance with the Continued Listing Standards; risks related to the substantial costs and diversion of personnel’s attention and resources due to these matters; and those other risks under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on August 15, 2024. A delisting from Nasdaq would materially and adversely affect the Company’s ability to raise capital and its financial condition and business. Most of these factors are outside the Company’s control and are difficult to predict. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
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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: October 17, 2024 | By: | /s/ E. Brandon Robinson |
| Name: | E. Brandon Robinson | |
| Title: | Chief Executive Officer | |
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