SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Mehana Capital LLC
(Last) (First) (Middle)
4348 WAIALAE AVE., #632
(Street)
HONOLULU HI 96816
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
New Horizon Aircraft Ltd. [ HOVR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
01/12/2024
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares without par value 07/19/2024 J(1) 2,769,497 D $0 2,831,500(1) D
Class A Ordinary Shares without par value 07/31/2024 J(2) 240,000 D $0 2,591,500(2) D
Class A Ordinary Shares without par value 09/09/2024 J(3) 1,365,375 D (3) 1,226,125(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Private Placement Warrants $11.5 01/12/2024 J(4) 565,375 02/12/2024 01/12/2029 Class A Ordinary Shares without par value 565,375 (4) 565,375 D
Private Placement Warrants $11.5 07/19/2024 J(5) 565,375 02/12/2024 01/12/2029 Class A Ordinary Shares without par value 565,375 (5) 0 D
Explanation of Responses:
1. On July 19, 2024, Mehana Capital LLC ("Mehana") effected a pro rata distribution of Class A ordinary shares to its members.
2. On July 31, 2024, Mehana effected a pro rata distribution of Class A ordinary shares to its members.
3. On September 9, 2024, Mehana transferred the reported securities to certain of its members (the "Members") in connection with share and transfer agreements entered into by Mehana and the Members, releasing Mehana from all obligations and liability arising from the Members' ownership of and relationship with Mehana.
4. On January 12, 2024, the Issuer completed its initial business combination (the "Closing"), and in connection therewith, the private placement warrants issued to Mehana in connection with the Issuer's initial public offering as part of the private placement units (the "Private Placement Warrants") became exercisable 30 days following the Closing.
5. On July 19, 2024, Mehana distributed the Private Placement Warrants to one of its members.
/s/ Mehana Capital LLC, by Nelson Mullins Riley & Scarborough LLP with Power of Attorney 09/18/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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