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