New Horizon Aircraft Ltd-A美股招股说明书(2025-03-18版)

New Horizon Aircraft Ltd. Up to 5,737,704 Class A Ordinary SharesWarrants to Purchase up to 5,737,704 Class A Ordinary SharesUp to 5,737,704 Class A Ordinary Shares underlying such WarrantsPre-funded Warrants to Purchase up to 5,737,704 Class A Ordinary SharesUp to 5,737,704 Class A Ordinary Shares underlying the Pre-funded Warrants This prospectus supplement updates and supplements the prospectus dated August 19, 2024 (as may be further supplementedor amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (File No. 333-280086). This prospectus supplement is being filed to update and supplement the Prospectus with the information contained inAmendment No. 1 to our Annual Report on Form 10-K/A for the year ended May 31, 2024, filed with the U.S. Securities andExchange Commission on March 17, 2025 (the “Annual Report”). Accordingly, we have attached the Annual Report to this prospectussupplement. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read inconjunction with the Prospectus, which is required to be delivered with this prospectus supplement. If there is any inconsistencybetween the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectussupplement. Our Class A ordinary shares, without par value (the “Class A Ordinary Shares”), and warrants to purchase Class A OrdinaryShares (the “Warrants”) are listed on the Nasdaq Stock Market LLC under the symbols “HOVR” and “HOVRW”, respectively. OnMarch 14, 2025, the closing price of our Class A Ordinary Shares was $0.50 per share and the closing price of our Warrants was $0.03per Warrant. We are an “emerging growth company” and a “smaller reporting company” as such terms are defined under the federalsecurities laws and, as such, are subject to certain reduced public company reporting requirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” beginning on page 7 of the Prospectus, and under similar headings in anyamendments or supplements to the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is March 17, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K/A(Amendment No. 1) (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or Former Fiscal Year EndDecember 31(Former name, former address and former fiscal year, if changed since last report) 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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: 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