New Horizon Aircraft Ltd-A 2026年季度报告

FORM 10-Q For the quarterly period ended November 30, 2025 For the transition period fromto Commission File Number 001-41607 NEW HORIZON AIRCRAFT LTD.(Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: 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 filerNon-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). No☒Yes☐ As of January 14, 2026, there were 44,252,749 of the registrant’s Class A ordinary shares, issued and outstanding. TABLE OF CONTENTS PART I—FINANCIAL INFORMATIONItem 1.Financial Statements1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations12Item 3.Quantitative and Qualitative Disclosures About Market Risk20Item 4.Controls and Procedures20PART II—OTHER INFORMATIONItem 1.Legal Proceedings21Item 1A.Risk Factors21Item 2.Unregistered Sales of Equity Securities, and Use of Proceeds21Item 3.Defaults Upon Senior Securities21Item 4.Mine Safety Disclosures21Item 5.Other Information21Item 6.Exhibits22SIGNATURES23i PART I—FINANCIAL INFORMATION NEW HORIZON AIRCRAFT LTD.CONDENSED INTERIM CONSOLIDATED BALANCE SHEETSAS AT NOVEMBER 30, 2025 AND MAY 31, 2025EXPRESSED IN CANADIAN DOLLAR 000’S, EXCEPT SHARE AMOUNTS; UNAUDITED Current assets:Cash and cash equivalents$24,304$7,547Prepaid expenses319530Other receivable22096Total current assets24,8438,173Operating lease assets2130Property and equipment, net774209Total Assets$25,638$8,412 Shareholders’ Equity:Class A ordinary shares, no par value; unlimited shares authorized; 43,925,605 issued and outstanding(32,325,709 as of May 31, 2025)109,35584,562Preferred shares, no par value; unlimited shares authorized; 4,500 issued and outstanding (4,500 as ofMay 31, 2025)6,2776,277Additional paid-in capital(72,126)(78,766)Accumulated deficit(29,036)(9,483)Total Shareholders’ Equity14,4702,590Total Liabilities and Shareholders’ Equity$25,638$8,412 NEW HORIZON AIRCRAFT LTD.CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWSEXPRESSED IN CANADIAN DOLLAR 000’S; UNAUDITED NEW HORIZON AIRCRAFT LTD.NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED) NOTE 1. Organization and Nature of Business Organization and Nature of Business New Horizon Aircraft Ltd. (the “Company”, “Horizon”, “we,” “us” or “our”), a British Columbia corporation, with headquarterslocated in Lindsay, Ontario, is an aerospace company. The Company was incorporated on March 11, 2022. The Company is designing and developing a hybrid-electric vertical takeoff and landing (“eVTOL”) prototype aircraft for use in futureregional air mobility (“RAM”) networks. NOTE 2. Going Concern and Liquidity The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accountingprinciples generally accepted in the United States of America (“GAAP”) which contemplates continuation of the Company as a goingconcern and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred andexpects to continue to incur significant costs in pursuit of the Company’s development plans. Funding of these activities has primarilybeen through the net proceeds received from the issuance of Class A ordinary shares and preferred shares, as well as the issuance ofrelated and third-party convertible debt. Horizon is a pre-revenue organization in a research and development and flight-testing phase of operations. While managementestimates that cash and cash equivalents on-hand a