Sec Form 4 Filing - Shindo Dustin M @ New Horizon Aircraft Ltd. - 2024-01-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Shindo Dustin M 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4348 WAIALAE AVE., #632 3. Date of Earliest Transaction (MM/DD/YY) 01/12/2024 (Street) HONOLULU, HI96816 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/12/2024 C 5,600,997 A 5,600,997 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) I ( 5 ) By Mehana Capital LLC Class A Ordinary Shares without par value 07/19/2024 J( 6 ) 2,769,497 D $ 0 2,831,500 ( 5 ) ( 6 ) I ( 5 ) By Mehana Capital LLC Class A Ordinary Shares without par value 07/19/2024 J( 7 ) 1,158,267 A $ 0 1,158,267 ( 7 ) D Class A Ordinary Shares without par value 07/31/2024 J( 8 ) 240,000 D $ 0 2,591,500 ( 5 ) ( 8 ) I ( 5 ) By Mehana Capital LLC Class A Ordinary Shares without par value 09/09/2024 J( 9 ) 1,365,375 D 1,226,125 ( 5 ) ( 9 ) I ( 5 ) By Mehana Capital LLC Class A Ordinary Shares without par value 09/09/2024 J( 9 ) 565,375 A 1,723,642 ( 9 ) D Class A Ordinary Shares without par value 09/12/2024 S 21,000 D $ 0.76 1,702,642 D Class A Ordinary Shares without par value 09/13/2024 S 48,079 D $ 0.76 1,654,563 D Class A Ordinary Shares without par value 09/16/2024 S 10,000 D $ 0.77 1,644,563 D Class A Ordinary Shares without par value 09/17/2024 S 5,000 D $ 0.8 1,639,563 D Class A Ordinary Shares without par value 09/18/2024 S 102,000 D $ 0.82 1,537,563 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class B Ordinary Shares ( 1 ) ( 2 ) ( 3 ) ( 4 ) 01/12/2024 C 4,935,622 ( 1 )( 2 )( 3 )( 4 ) ( 1 )( 2 )( 3 )( 4 ) Class A Ordinary Shares without par value 4,935,622 ( 1 ) ( 2 ) ( 3 ) ( 4 ) 0 I ( 5 ) By Mehana Capital LLC Private Placement Warrants $ 11.5 01/12/2024 J( 10 ) 565,375 02/12/2024 01/12/2029 Class A Ordinary Shares without par value 565,375 ( 10 ) 565,375 I ( 5 ) By Mehana Capital LLC Private Placement Warrants $ 11.5 07/19/2024 J( 11 ) 565,375 02/12/2024 01/12/2029 Class A Ordinary Shares without par value 565,375 ( 11 ) 0 I ( 5 ) By Mehana Capital LLC Private Placement Warrants $ 11.5 07/19/2024 J( 11 ) 565,375 02/12/2024 01/12/2029 Class A Ordinary Shares without par value 565,375 ( 11 ) 565,375 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shindo Dustin M 4348 WAIALAE AVE., #632 HONOLULU, HI96816 X Signatures /s/ Dustin Shindo, by Nelson Mullins Riley & Scarborough LLP with Power of Attorney 09/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 12, 2024, pursuant to that certain Business Combination Agreement, dated as of August 12, 2022 (the "Business Combination Agreement"), entered into by and among Pono Capital Three, Inc. (the "Company"), Pono Three Merger Acquisitions Corp., a British Columbia company and wholly-owned subsidiary of the Company ("Merger Sub") and Robinson Aircraft Ltd., d/b/a Horizon Aircraft ("Horizon"), the Company continued and de-registered from the Cayman Islands and redomesticate as a British Columbia company (the "SPAC Continuance") and Merger Sub amalgamated (the "Amalgamation," together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination") with Horizon (the resulting company, "Amalco"), with Amalco being the wholly-owned subsidiary of the Company. Upon completion of the Amalgamation, the Company changed its name to "New Horizon Aircraft Ltd." ( 2 )Reflects 5,500,997 Issuer Class A ordinary shares without par value received for Company ordinary shares held immediately prior to the closing of the Business Combination pursuant to the terms of the Business Combination Agreement. Includes 565,375 Class A ordinary shares issued in connection with the Company's initial public offering as part of the private placement units. ( 3 )As previously disclosed, on January 3, 2024, the Company entered into a certain subscription agreement (the "Subscription Agreement") with a certain investor pursuant to which such investor agreed to purchase, immediately prior to the closing of the Business Combination, the Company's Class A ordinary shares (such shares, collectively, "Subscription Shares") in an aggregate value of $2,000,000, representing 200,000 Subscription Shares at a price of $10.00 per share. ( 4 )As an inducement to enter into the Subscription Agreement, and upon the consummation of the Business Combination, Mehana Capital LLC ("Mehana") received an aggregate of 100,000 incentive shares. ( 5 )Mehana is the record holder of the reported securities. Dustin Shindo is the control person of Mehana, and possesses all voting power and dispositive control. By virtue of this relationship, Dustin Shindo may be deemed to share beneficial ownership of the securities held of record by Mehana. Dustin Shindo disclaims any such beneficial ownership except to the extent of his respective pecuniary interest. ( 6 )On July 19, 2024, Mehana effected a pro rata distribution of Class A ordinary shares to its members (the "July 19 Distribution"). ( 7 )The Reporting Person acquired 1,158,267 Class A ordinary shares in connection with the July 19 Distribution. ( 8 )On July 31, 2024, Mehana effected a pro rata distribution of Class A ordinary shares to its members. ( 9 )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. ( 10 )On January 12, 2024, the Company completed its initial business combination (the "Closing"), and in connection therewith, the private placement warrants issued to Mehana in connection with the Company's initial public offering as part of the private placement units (the "Private Placement Warrants") became exercisable 30 days following the Closing. ( 11 )On July 19, 2024, Mehana distributed the Private Placement Warrants to the Reporting Person, one of its members.

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