PROSPECTUS SUPPLEMENT

(to Prospectus Supplements Dated March 25, 2025, June 27, 2025 and October 31, 2025

to Prospectus dated March 25, 2025)

New Horizon Aircraft Ltd.

Up to $28,000,000

Common Shares 

This Prospectus Supplement amends and supplements the information in the prospectus supplement, dated March 25, 2025 (the "Original Prospectus Supplement"), the prospectus supplements dated June 27, 2025 and October 31, 2025, and the accompanying prospectus dated March 25, 2025 (collectively, the "Prior Prospectus"), relating to the offer and sale of our Class A ordinary shares, without par value (the "Common Shares"), from time to time through or to JonesTrading Institutional Services LLC ("Jones"), acting as sales agent in "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, pursuant to that certain Capital on Demand™ Sales Agreement, dated as of February 14, 2025, between us and Jones (the "Sales Agreement"). This Prospectus Supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus, and any future amendments or supplements thereto.

 

We are filing this Prospectus Supplement to amend the Prior Prospectus to decrease the maximum amount of Common Shares that we are eligible to sell pursuant to the Sales Agreement. Under the Prior Prospectus, we registered up to $50,000,000 of our Common Shares for sale under the Sales Agreement. Pursuant to this Prospectus Supplement, we are decreasing the aggregate amount of Common Shares that we are offering pursuant to the Sales Agreement, such that we are offering up to $28,000,000 of our Common Shares for sale under the Sales Agreement, including the Common Shares previously sold, or $6,567,156 from and after the date hereof.