Overview
- TickerHOVR on Nasdaq1
- IndustryAircraft1
- HeadquartersLindsay, Canada1
- Incorporated inBritish Columbia, Canada2
- Business address3187 Highway 35, Lindsay, A6 K9V 4R12
- Filer category, Emerging growth company2
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Air Mobility TAM Update” report released in May 2021 (the “Morgan Stanley Report”).3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
No quarterly figures reported.
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2026-05-31 | 2025-05-31 |
|---|---|---|
| Research and development | 13.2M CAD | 3.7M CAD |
| General and administrative | 10.2M CAD | 9.9M CAD |
| Total operating expenses | 23.5M CAD | 13.6M CAD |
| Loss from operations | -23.5M CAD | -13.6M CAD |
| Other (income) expenses | -503.0K CAD | 10.0K CAD |
| Interest income | -671.0K CAD | -123.0K CAD |
| Change in fair value of Warrants | 10.8M CAD | 2.0M CAD |
| Change in fair value of Forward Purchase Agreement | 740.0K CAD | |
| Termination of Forward Purchase Agreement | -21.4M CAD | |
| Total other expenses (income) | 9.6M CAD | -18.8M CAD |
| Income (Loss) before income taxes | -33.1M CAD | 5.2M CAD |
| Net Income (Loss) and Comprehensive Income (Loss) | -33.1M CAD | 5.2M CAD |
| Basic: (in Dollars per share) | -0.77 CAD | 0.20 CAD |
| Diluted: (in Dollars per share) | -0.77 CAD | 0.17 CAD |
| Basic: (in Shares) | 43.0M shares | 25.8M shares |
| Diluted: (in Shares) | 43.0M shares | 30.8M shares |
No quarter-by-quarter statement was filed.
No quarterly figures reported.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2026-05-31 | 2025-05-31 | 2024-05-31 |
|---|---|---|---|
| Cash and cash equivalents | 78.3M CAD | 7.5M CAD | |
| Prepaid expenses | 3.8M CAD | 530.0K CAD | |
| Accounts receivable | 798.0K CAD | 96.0K CAD | |
| Total current assets | 82.8M CAD | 8.2M CAD | |
| Operating lease assets | 72.0K CAD | 30.0K CAD | |
| Property and equipment, net | 878.0K CAD | 209.0K CAD | |
| Total Assets | 83.8M CAD | 8.4M CAD | |
| Accounts payable | 2.8M CAD | 679.0K CAD | |
| Accrued liabilities | 818.0K CAD | 625.0K CAD | |
| Operating lease liabilities | 51.0K CAD | 22.0K CAD | |
| Total current liabilities | 3.6M CAD | 1.3M CAD | |
| Warrant liabilities | 9.0M CAD | 4.5M CAD | |
| Operating lease liabilities | 21.0K CAD | 8.0K CAD | |
| Total Liabilities | 12.7M CAD | 5.8M CAD | |
| Preferred shares, no par value; unlimited authorized; 4,500 issued and outstanding (4,500 as of May 31, 2025) | 6.3M CAD | 6.3M CAD | |
| Additional paid-in capital | -59.3M CAD | -78.8M CAD | |
| Accumulated deficit | -42.6M CAD | -9.5M CAD | |
| Total Shareholders Equity | 71.1M CAD | 2.6M CAD | -17.9M CAD |
| Total Liabilities and Shareholders Equity | 83.8M CAD | 8.4M CAD | |
| Preferred shares, shares issued (in Shares) | 4.5K shares | 4.5K shares | |
| Preferred shares, shares outstanding (in Shares) | 4.5K shares | 4.5K shares |
| Period ending | 2026-05-31 | 2025-05-31 | 2024-05-31 |
|---|---|---|---|
| Cash and cash equivalents | 78.3M CAD | 7.5M CAD | |
| Prepaid expenses | 3.8M CAD | 530.0K CAD | |
| Accounts receivable | 798.0K CAD | 96.0K CAD | |
| Total current assets | 82.8M CAD | 8.2M CAD | |
| Operating lease assets | 72.0K CAD | 30.0K CAD | |
| Property and equipment, net | 878.0K CAD | 209.0K CAD | |
| Total Assets | 83.8M CAD | 8.4M CAD | |
| Accounts payable | 2.8M CAD | 679.0K CAD | |
| Accrued liabilities | 818.0K CAD | 625.0K CAD | |
| Operating lease liabilities | 51.0K CAD | 22.0K CAD | |
| Total current liabilities | 3.6M CAD | 1.3M CAD | |
| Warrant liabilities | 9.0M CAD | 4.5M CAD | |
| Operating lease liabilities | 21.0K CAD | 8.0K CAD | |
| Total Liabilities | 12.7M CAD | 5.8M CAD | |
| Preferred shares, no par value; unlimited authorized; 4,500 issued and outstanding (4,500 as of May 31, 2025) | 6.3M CAD | 6.3M CAD | |
| Additional paid-in capital | -59.3M CAD | -78.8M CAD | |
| Accumulated deficit | -42.6M CAD | -9.5M CAD | |
| Total Shareholders Equity | 71.1M CAD | 2.6M CAD | -17.9M CAD |
| Total Liabilities and Shareholders Equity | 83.8M CAD | 8.4M CAD | |
| Preferred shares, shares issued (in Shares) | 4.5K shares | 4.5K shares | |
| Preferred shares, shares outstanding (in Shares) | 4.5K shares | 4.5K shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2026-05-31 | 2025-05-31 |
|---|---|---|
| Net Income (Loss) | -33.1M CAD | 5.2M CAD |
| Depreciation and amortization | 298.0K CAD | 138.0K CAD |
| Stock-based compensation | 7.2M CAD | 1.5M CAD |
| Registered Share Offering Costs | 290.0K CAD | |
| Change in fair value of Forward Purchase Agreement | 740.0K CAD | |
| Gain on Termination of Forward Purchase Agreement | -21.4M CAD | |
| Change in Warrant liability | 10.8M CAD | 2.0M CAD |
| Prepaid expenses | -3.2M CAD | 1.9M CAD |
| Accounts receivable | -702.0K CAD | 321.0K CAD |
| Accounts payable | 2.1M CAD | -36.0K CAD |
| Accrued liabilities | 193.0K CAD | 51.0K CAD |
| Operating leases | 1.0K CAD | 3.0K CAD |
| Net cash used in operating activities | -16.5M CAD | -9.3M CAD |
| Purchase of property and equipment | -967.0K CAD | -142.0K CAD |
| Net cash used in investing activities | -967.0K CAD | -142.0K CAD |
| Net Proceeds from Sales Agreement | 27.9M CAD | 880.0K CAD |
| Proceeds from RDO I | 27.2M CAD | |
| RDO I Costs | -2.2M CAD | |
| Proceeds from RDO II | 34.6M CAD | |
| RDO II Costs | -2.6M CAD | |
| Proceeds from Class A Ordinary Shares to be Issued | 35.0K CAD | |
| Proceeds from Registered Securities Offering | 3.9M CAD | |
| Registered Share Offering Costs | -510.0K CAD | |
| Proceeds from exercise of stock options | 28.0K CAD | |
| Net Proceeds from Issuance of Class A Ordinary shares | 2.1M CAD | |
| Net Proceeds from Issuance of Preferred Shares | 6.3M CAD | |
| Forward Purchase Agreement termination | -278.0K CAD | |
| Proceeds from Warrants exercised | 3.3M CAD | 2.8M CAD |
| Net cash provided by financing activities | 88.2M CAD | 15.2M CAD |
| Net Change in Cash and Cash Equivalents | 70.7M CAD | 5.7M CAD |
| Interest paid | 1.0K CAD | 1.0K CAD |
No quarter-by-quarter statement was filed.
Corporate structure
New Horizon Aircraft Ltd. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of New Horizon Aircraft Ltd.
- Alyeska Investment Group, L.P. Filed SCHEDULE 13G on New Horizon Aircraft Ltd., latest Aug 14, 2026
- Canso Investment Counsel Ltd. Filed SCHEDULE 13G/A on New Horizon Aircraft Ltd., latest Aug 10, 2026 (6 filings since Nov 6, 2024)
- Dustin M. Shindo Filed SCHEDULE 13D/A on New Horizon Aircraft Ltd., latest May 28, 2026 (4 filings since Jan 22, 2024)
- William George Brumder Filed SCHEDULE 13G/A on New Horizon Aircraft Ltd., latest Apr 21, 2026 (2 filings since Jul 2, 2025)
- GRIP INVESTMENTS LTD Filed SCHEDULE 13G/A on New Horizon Aircraft Ltd., latest Jan 29, 2026 (2 filings since Jan 6, 2025)
- METEORA CAPITAL, LLC Filed SC 13G on New Horizon Aircraft Ltd., latest Feb 14, 2024
- Wealthspring Capital LLC Filed SC 13G/A on New Horizon Aircraft Ltd., latest Feb 8, 2024 (2 filings since Mar 9, 2023)
- Space Summit Capital LLC Filed SC 13G/A on New Horizon Aircraft Ltd., latest Feb 5, 2024 (2 filings since Mar 2, 2023)
- New Horizon Aircraft Ltd. Lindsay, Canada
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What New Horizon Aircraft Ltd. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Properties, in its own words
Horizon’s principal executive offices are located at 3187 Highway 35, Lindsay, Ontario, K9V 4R1. Horizon leases office space and an aircraft hangar in Lindsay, Ontario, which serves as the corporate headquarters, as well as office space and light composite manufacturing space in Haliburton Ontario and office space in Ottawa, Ontario. Horizon believes that these properties are sufficient for its business and operations as currently conducted. Horizon is currently exploring locations for future scalable manufacturing operations.
Item 2 of the 10-K filed Jul 16, 2026.3
Leadership
Who has led New Horizon Aircraft Ltd., and when. Pick a name to see everywhere that person has worked.
Chief financial officer
- Chief executive officerBrian Frederick Merker Oct 16, 2025 to now6
- Chief executive officerEric Brandon Robinson Jan 22, 2024 to Oct 16, 20257
- Chief executive officerDavin Kazama Feb 9, 2023 to Feb 9, 20238
- Chief financial officerBrian Frederick Merker Jan 23, 2024 to now9
- Chief financial officerGary Miyashiro Feb 9, 2023 to Feb 9, 202310
Board members and other officers (11)
- Head of People & StrategyStewart Murray Lee Jan 24, 2024 to now11
- Board memberThomas Joseph Hearne Sep 14, 2026 to now12
- Board memberJameel Janjua Dec 5, 2025 to now13
- Board memberEric Brandon Robinson Jan 22, 2024 to now7
- Board memberJohn Harold Charles Pinsent Jan 22, 2024 to now14
- Board memberJohn Michael Maris Jan 22, 2024 to now15
- Board memberDavin Kazama Feb 9, 2023 to Feb 9, 20238
- Board memberDustin M. Shindo Feb 9, 2023 to Feb 9, 202316
- Board memberKotaro Chiba Feb 9, 2023 to Feb 9, 202317
- Board memberMike K. Sayama Feb 9, 2023 to Feb 9, 202318
- Board memberTrisha Nomura Feb 9, 2023 to now19
Former names
- Pono Capital Three, Inc.Nov 10, 2022 to Jan 16, 20242
Timeline
- Oct 9, 20268-K Results of operations20
- Sep 4, 20268-K Executive or director change; Regulation FD disclosure21
- Jul 16, 20268-K Results of operations22
- May 28, 20268-K Regulation FD disclosure23
- May 27, 20268-K Entered a material agreement; Regulation FD disclosure24
- May 11, 20268-K Regulation FD disclosure25
- May 8, 20268-K Entered a material agreement; Regulation FD disclosure26
- Apr 14, 20268-K Results of operations27
- Jan 14, 20268-K Results of operations28
- Nov 26, 20258-K Executive or director change; Shareholder vote; Regulation FD disclosure29
- Oct 31, 20258-K Other events30
- Oct 16, 2025New chief executive Brian Frederick Merker becomes CEO6
- Oct 10, 20258-K Results of operations31
- Jan 22, 2024New chief executive Eric Brandon Robinson becomes CEO7
- Feb 9, 2023New chief executive Davin Kazama becomes CEO8
Calendar
Coming up
- Around Jan 2, 2027Next results, estimated About a quarter after its last report. The company hasn't announced the date.
When it reported results
- Oct 9, 2026Reported quarterly or annual results20
- Jul 16, 2026Reported quarterly or annual results22
- Apr 14, 2026Reported quarterly or annual results27
- Jan 14, 2026Reported quarterly or annual results28
- Oct 10, 2025Reported quarterly or annual results31
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
280 filings to the SEC since October 2021: 6 annual reports, 11 quarterly reports, 45 major events, 91 insider forms, 20 large holders, 107 other. The latest 20:
- Oct 9, 20268-K CURRENT REPORT EDGAR
- Oct 9, 202610-Q QUARTERLY REPORT EDGAR
- Sep 14, 20263 PRIMARY DOCUMENT EDGAR
- Sep 4, 2026EFFECT EDGAR
- Sep 4, 20268-K CURRENT REPORT EDGAR
- Sep 4, 2026424B5 PROSPECTUS SUPPLEMENT EDGAR
- Aug 28, 2026S-3 REGISTRATION STATEMENT EDGAR
- Aug 14, 2026SCHEDULE 13G EDGAR
- Aug 10, 2026SCHEDULE 13G/A EDGAR
- Aug 6, 20264 PRIMARY DOCUMENT EDGAR
- Aug 6, 20264 PRIMARY DOCUMENT EDGAR
- Aug 6, 20264 PRIMARY DOCUMENT EDGAR
- Aug 6, 20264 PRIMARY DOCUMENT EDGAR
- Jul 16, 20268-K CURRENT REPORT EDGAR
- Jul 16, 202610-K ANNUAL REPORT EDGAR
- Jul 15, 20264 PRIMARY DOCUMENT EDGAR
- Jul 15, 20264 PRIMARY DOCUMENT EDGAR
- Jul 15, 20264 PRIMARY DOCUMENT EDGAR
- Jul 15, 20264 PRIMARY DOCUMENT EDGAR
- May 28, 2026SCHEDULE 13D/A EDGAR
The 280 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
87 open-market trades by officers, directors and large owners since October 2021: 56 buys and 31 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Oct 15, 2025 | Merker Brian FrederickChief Financial Officer | Sale | 46,000 | $4.00 | $184.0K | Form 4 |
| Oct 15, 2025 | Robinson Eric BrandonChief Executive Officer | Sale | 100,000 | $3.42 | $342.0K | Form 4 |
| Oct 14, 2025 | Lee Stewart MurrayHead of People and Strategy | Sale | 100,000 | $3.72 | $372.0K | Form 4 |
| Oct 14, 2025 | Robinson Eric BrandonChief Executive Officer | Sale | 140,000 | $3.84 | $537.6K | Form 4 |
| Sep 24, 2025 | Robinson Eric BrandonChief Executive Officer | Sale | 90,000 | $2.24 | $201.6K | Form 4 |
| Sep 23, 2025 | Robinson Eric BrandonChief Executive Officer | Sale | 90,000 | $2.23 | $200.7K | Form 4 |
| Aug 7, 2025 | O'Neill Jason MichaelChief Operating Officer | Sale | 22,000 | $1.79 | $39.4K | Form 4 |
| Aug 6, 2025 | Lee Stewart MurrayHead of People and Strategy | Sale | 10,000 | $1.75 | $17.5K | Form 4 |
| Aug 6, 2025 | Robinson Eric BrandonChief Executive Officer | Sale | 49,608 | $1.67 | $82.8K | Form 4 |
| Aug 5, 2025 | Robinson Eric BrandonChief Executive Officer | Sale | 150,000 | $1.61 | $241.5K | Form 4 |
| Jul 28, 2025 | Robinson Eric BrandonChief Executive Officer | Sale | 392 | $1.73 | $678 | Form 4 |
| Jul 24, 2025 | O'Neill Jason MichaelChief Operating Officer | Sale | 40,000 | $1.72 | $68.8K | Form 4 |
| Jul 23, 2025 | Robinson Eric BrandonChief Executive Officer | Sale | 43,583 | $1.70 | $74.1K | Form 4 |
| Jul 22, 2025 | Lee Stewart MurrayHead of People and Strategy | Sale | 10,000 | $1.70 | $17.0K | Form 4 |
| Jul 22, 2025 | Robinson Eric BrandonChief Executive Officer | Sale | 31,417 | $1.70 | $53.4K | Form 4 |
| Jul 2, 2025 | Robinson Eric BrandonChief Executive Officer | Sale | 250,000 | $1.75 | $437.5K | Form 4 |
| Jun 27, 2025 | Lee Stewart MurrayHead of People and Strategy | Sale | 50,000 | $1.78 | $89.0K | Form 4 |
| Jun 23, 2025 | Robinson Eric BrandonChief Executive Officer | Buy | 1,111 | $2.25 | $2.5K | Form 4 |
| Jun 23, 2025 | Merker Brian FrederickChief Financial Officer | Buy | 751 | $2.25 | $1.7K | Form 4 |
| Jun 23, 2025 | O'Neill Jason MichaelChief Operating Officer | Buy | 656 | $2.25 | $1.5K | Form 4 |
All 87 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Alyeska Investment Group, L.P.SCHEDULE 13G, 1 filing Aug 14, 202632
- Canso Investment Counsel Ltd.SCHEDULE 13G/A, 6 filings Nov 6, 2024 to Aug 10, 202633
- Dustin M. ShindoSCHEDULE 13D/A, 4 filings Jan 22, 2024 to May 28, 202634
- William George BrumderSCHEDULE 13G/A, 2 filings Jul 2, 2025 to Apr 21, 202635
- GRIP INVESTMENTS LTDSCHEDULE 13G/A, 2 filings Jan 6, 2025 to Jan 29, 202636
- METEORA CAPITAL, LLCSC 13G, 1 filing Feb 14, 202437
- Wealthspring Capital LLCSC 13G/A, 2 filings Mar 9, 2023 to Feb 8, 202438
- Space Summit Capital LLCSC 13G/A, 2 filings Mar 2, 2023 to Feb 5, 202439
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 32. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How New Horizon Aircraft Ltd. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARNew Horizon Aircraft Ltd.1
- CIK0001930021
- Employer ID (EIN)98-17867433
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inBritish Columbia, Canada3
- Fiscal year endsMay 311
- Industry code (SIC)3721 Aircraft1
- SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
- Business address3187 Highway 35, Lindsay, A6 K9V 4R11
- Phone613-866-19351
- Shares outstanding67,123,941 as of Oct 9, 202641
- Public float$72.5M as of Nov 28, 20253
- AuditorMNP LLP, Toronto, Canada PCAOB ID 1930; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceNov 10, 20221
- Filings280 in all: 4 (66), 8-K (42), CORRESP (20), 3 (17), 10-Q (11), 425 (10), UPLOAD (10), 424B3 (9)1
All 41 form types
4/A (8), EFFECT (8), 424B5 (7), SCHEDULE 13G/A (7), S-1/A (6), 10-K (5), S-4/A (4), SC 13G (4), 8-K/A (3), DEF 14A (3), PRE 14A (3), S-1 (3), S-3 (3), S-8 (3), SCHEDULE 13G (3), 144 (2), 424B4 (2), ARS (2), NT 10-Q (2), POS EX (2), SC 13G/A (2), SCHEDULE 13D/A (2), 10-K/A (1), 25-NSE (1), 8-A12B (1), 8-A12B/A (1), CERT (1), POS AM (1), PRER14A (1), S-3/A (1), S-4 (1), SC 13D (1), SC 13D/A (1)
- Latest filingsAnnual report (10-K) Jul 16, 2026
Quarterly report (10-Q) Oct 9, 2026
Proxy statement (DEF 14A) Oct 27, 2025
Latest 8-K (8-K) Oct 9, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Class A Ordinary Shares, no par value | HOVR | The Nasdaq Stock Market LLC |
| Warrants, each warrant exercisable for one Class A Ordinary Shares at an exercise price of $11.50 per share | HOVRW | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Jul 16, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks New Horizon Aircraft Ltd. names in Item 1A of its 10-K filed Jul 16, 2026: 54 risks under these headings, as written.3
- All figures noted are in thousands of Canadian dollars unless noted otherwise.
- Risks Related to Our Business and Industry
- We have incurred losses and expect to incur significant expenses and continuing losses for the foreseeable future, and we may not achieve or maintain profitability.
- The eVTOL market may not continue to develop, eVTOL aircraft may not be adopted by the transportation market, eVTOL aircraft may not be certified by transportation and aviation authorities or eVTOL aircraft may not deliver the expected reduction in operating costs or time savings.
- The success of our business depends on the safety and positive perception of our aircraft, the establishment of strategic relationships, and of our ability to effectively market and sell aircraft that will be used in RAM services.
- We have a limited operating history and face significant challenges to develop, certify, and manufacture our aircraft. Our Cavorite X7 eVTOL aircraft remains in development, and we do not expect to deliver any aircraft until 2029, at the earliest, if at all.
- The RAM market for eVTOL passenger and goods transport services does not exist; whether and how it develops is based on assumptions, and the RAM market may not achieve the growth potential we expect or may grow more slowly than expected.
- We may be unable to adequately control the costs associated with our pre-launch operations, and our costs will continue to be significant after we commence operations.
- We are a relatively small company in comparison to current industry leaders in the RAM market. We may experience difficulties in managing our growth.
- Our forward-looking operating information and business plan forecast relies in large part upon assumptions and analyses that we have developed or obtained from respected third parties. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results.
- We do not anticipate delivering our first Cavorite X7 eVTOL aircraft to customers until 2029 at the earliest, pending receipt of regulatory approval and certification. The aircraft remains in the detailed design and building phase and has yet to complete any flight testing or go through a certification process. Any delay in the design, production, or completion or requisite testing and certification, and any design changes that may be required to be implemented in order to receive certification, could adversely impact our business plan and strategic growth plan and our financial condition.
- Any delays in the development, certification, manufacture and commercialization of our Cavorite X7 aircraft and related technology, such as battery technology or electric motors, may adversely impact our business, financial condition and results of operations.
The other 43 risks
- Adverse publicity stemming from any incident involving us or our competitors, or an incident involving any air travel service or unmanned flight based on eVTOL technologies, could have a material adverse effect on our business, financial condition and results of operations.
- Our business plans require a significant amount of capital. In addition, our future capital needs may require us to sell additional equity or debt securities that may adversely affect the market price of our shares and dilute our shareholders or introduce covenants that may restrict its operations.
- If we are unable to successfully design and manufacture our aircraft, our business will be harmed.
- If the Cavorite X7 eVTOL aircraft we build fails to perform as expected our ability to develop, market, and sell our aircraft could be harmed.
- Our Cavorite X7 aircraft require complex software, hybrid electric power systems, battery technology and other technology systems that remain in development and need to be commercialized in coordination with our vendors and suppliers to complete serial production. The failure of advances in technology and of manufacturing at the rates we project may impact our ability to increase the volume of our production or drive down end user pricing.
- Our Cavorite X7 aircraft will make extensive use of lithium-based battery cells, which have been observed to catch fire or vent smoke and flame.
- If any of our suppliers become economically distressed or go bankrupt, we may be required to provide substantial financial support or take other measures to ensure supplies of components or materials, which could increase our costs, affect our liquidity or cause production disruptions.
- We may not succeed in establishing, maintaining and strengthening our brand, which would materially and adversely affect customer acceptance of our services, reducing our anticipated sales, revenue and forecasts.
- Our business depends substantially on the continuing efforts of our key employees and qualified personnel; our operations may be severely disrupted if we lose their services.
- Our business may be adversely affected by labor and union activities in the future.
- Failure of information security and privacy concerns could subject us to penalties, damage our reputation and brand, and harm our business and results of operations.
- We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our aircraft and customer data processed by us or third-party vendors.
- We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.
- Risks Related to our Intellectual Property
- We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.
- Our patent applications may not issue as patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.
- As our patents may expire and may not be extended, our patent applications may not be granted and our patent rights may be contested, circumvented, invalidated or limited in scope, our patent rights may not protect us effectively. In particular, we may not be able to prevent others from developing or exploiting competing technologies.
- We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and would cause us to incur substantial costs.
- We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers.
- Risks Related to the Regulatory Environment in Which We Operate
- We are subject to substantial regulation and unfavorable changes to, or our failure to comply with, these regulations could substantially harm our business and operating results.
- It is intended for third-party air carriers to operate the Cavorite X7 aircraft in Canada, the U.S. and Europe. These third-party air carriers are subject to substantial regulation and laws, and unfavorable changes to, or the third-party air carriers’ failure to comply with, these regulations and/or laws could substantially harm our business and operating results.
- We are or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.
- We may be subject to governmental export and import control laws and regulations as we expand our suppliers and commercial operations outside Canada, the U.S. and Europe.
- Risks Related to Our Organization and Structure
- British Columbia law and our Articles contain certain provisions, including anti-takeover provisions, that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.
- Our management team may not successfully or efficiently operate as a public company.
- We will incur significant expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.
- We will need to improve our operational and financial systems to support our expected growth, increasingly complex business arrangements, and rules governing revenue and expense recognition and any inability to do so will adversely affect our billing and reporting.
- We will be an “emerging growth company,” and our reduced SEC reporting requirements may make our shares less attractive to investors.
- Risks Related to Taxes
- Our ability to utilize our net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations, including losses as a result of the Business Combination.
- We are subject to Canadian and United States tax on our worldwide income.
- Dividends, if ever paid, on our Class A ordinary shares will be subject to Canadian or United States withholding tax.
- The transfer of our Class A ordinary shares may be subject to U.S. estate and generation-skipping transfer tax.
- Changes in tax laws may affect our shareholders and other investors.
- Risks Related to Ownership of Our Securities
- An active market for our securities may not persist, which would adversely affect the liquidity and price of our securities.
- Our failure to meet Nasdaq’s continued listing requirements could result in a delisting of our securities.
- If securities or certain industry analysts do not publish research or reports about our business or publish negative reports about our business, our share price and trading volume could decline.
- The price of our Class A ordinary shares may decline, and you could lose all or part of your investment as a result.
- Because there are no current plans to pay cash dividends on our Class A ordinary shares for the foreseeable future, you may not receive any return on investment unless you sell your Class A ordinary shares at a price greater than what you paid for it.
- If our company were to dissolve or wind-up operations, holders of our Class A ordinary shares would not receive a liquidation preference.
- We may require substantial additional funding. Raising additional capital could cause dilution to our existing shareholders.
- Future sales, or the perception of future sales, by us or our shareholders in the public market could cause the market price for our Class A ordinary shares to decline.
- There is no guarantee that the Public Warrants will ever be in the money; they may expire worthless or the terms of warrants may be amended.
- Our Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Public Warrants, which could limit the ability of Public Warrant holders to obtain a favorable judicial forum for disputes with us.
- We may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.
Legal proceedings
From time to time, we may become involved in legal proceedings relating to claims arising from the ordinary course of business. Our management believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations, financial condition or cash flows.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 12SEC EDGARThomas Joseph Hearne, Board member
- 13SEC EDGARJameel Janjua, Board member
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- 15SEC EDGARJohn Michael Maris, Board member
- 16SEC EDGARDustin M. Shindo, Board member
- 17SEC EDGARKotaro Chiba, Board member
- 18SEC EDGARMike K. Sayama, Board member
- 19SEC EDGARTrisha Nomura, Board member
- 20SEC EDGARResults of operations
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- 22SEC EDGARResults of operations
- 23SEC EDGARRegulation FD disclosure
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- 25SEC EDGARRegulation FD disclosure
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- 27SEC EDGARResults of operations
- 28SEC EDGARResults of operations
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- 30SEC EDGAROther events
- 31SEC EDGARResults of operations
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