New Horizon Aircraft Ltd-A 2024年度报告

FORM10-K/A(Amendment No. 1) (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedMay 31,2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number001-41607 Former Fiscal Year EndDecember 31(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of voting stock held by non-affiliates of the Registrant on November 30, 2023, based on the closing priceof $10.58 for shares of the Registrant’s Class A ordinary shares as reported by The Nasdaq Global Market, was approximately USD$121,670,000. Class A ordinary shares beneficially owned by each executive officer, director, and holder of more than 10% of ourcommon stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is notnecessarily a conclusive determination for other purposes. As of August 15, 2024, there were18,607,931of the registrant’s Class A ordinary shares, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Explanatory Note This Amendment No. 1 (the “Amendment”) on Form 10-K/A to the Annual Report on Form 10-K of New Horizon Aircraft Ltd. (the“Company”) for the year ended May 31, 2024 amends the Company’s original Annual Report on Form 10-K (the “Original Form 10-K”) that was initially filed with the U.S. Securities and Exchange Commission on August 15, 2024 (the “Original Filing Date”). ThisAmendment is being filed for the purpose of amending Item 8 of the Original Form 10-K to include the Report of IndependentRegistered Public Accounting Firm of Fruci & Associates II, PLLC (“Fruci”), which includes an audit report that reflects Fruci’s auditof and opinion on the Company’s financial statements as of and for the year ended May 31, 2023, as set forth on page F-4 of thisAmendment. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains updated certificationsby the Company’s Principal Executive Officer and acting Principal Financial and Principal Accounting Officer, as required by Sections302 and 906 of the Sarbanes-Oxley Act of 2002. In addition, this Amendment includes an auditor consent of MNP LLP, theCompany’s independent registered public a