New Horizon Aircraft Ltd-A美股招股说明书(2026-05-08版)

9,254,889 Class A Ordinary Shares277,647 Placement Agent Warrants to Purchase up to 277,647 Common Shares277,647 Common Shares Underlying Placement Agent Warrants We are offering 9,254,889 (the “Shares”) of our Class A ordinary shares, without par value (the “Common Shares”), in aregistered direct offering to a limited number of purchasers pursuant to this prospectus supplement and the accompanying prospectus,filed as part of our registration statement on Form S-3 (File No. 333-285000). Titan Partners Group LLC, a division of American Capital Partners, LLC (together with its affiliates, “Titan Partners”), hasagreed to serve as sole placement agent (the “Placement Agent”) in connection with this offering. See “Plan of Distribution” beginningon page S-18 of this prospectus supplement for more information. We are also offering by this prospectus supplement and the accompanying prospectus the Placement Agent Warrants (asdefined below) and the Common Shares issuable from time to time upon exercise of the Placement Agent Warrants. Our Common Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “HOVR”. On May 6, 2026, thelast reported sale price of our Common Shares on Nasdaq was $2.81 per share. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by referenceherein and therein, together with additional information described under the heading “Where You Can Find More Information,” andany amendments or supplements carefully before you invest in any of our securities. Investing in our securities involves a high degree of risk. Before making an investment decision, please read theinformation under the heading “Risk Factors” beginning on pageS-4of this prospectus supplement and page4of theaccompanyingprospectus,and in the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. We are a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of1934, as amended (the “Exchange Act”) and as such are subject to reduced public company reporting requirements. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The securities are not being offered in any jurisdiction where the offer is not permitted._________________ Per Share(USD)Total(USD)Offering price$2.1500$19,898,011.35Placement agent fees(1)$0.1505$1,392,860.79Proceeds to us, before expenses(2)$1.9995$18,505,150.56 (1)We have agreed to reimburse the Placement Agent for certain expenses. Does not include additional items of compensationpayable to the Placement Agent, including the Placement Agent Warrants. See the section titled “Plan of Distribution” for adescription of the compensation payable to the Placement Agent. (2)The amount of the offering proceeds to us presented in this table does not include proceeds from the exercise of the PlacementAgent Warrants. Delivery of the Shares and the Placement Agent Warrants is expected to be made on or about May 8, 2026, subject to thesatisfaction of customary closing conditions. The Shares will be settled via The Depository Trust Company. The Placement AgentWarrants will be delivered to the Placement Agent in certificated form. Sole Placement AgentTitan Partnersa division of American Capital Partners The date of this prospectus supplement is May 6, 2026. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-7USE OF PROCEEDSS-8DIVIDEND POLICYS-9DESCRIPTION OF CAPITAL STOCKS-10CAPITALIZATIONS-16DILUTIONS-17PLAN OF DISTRIBUTIONS-18LEGAL MATTERSS-20EXPERTSS-20WHERE YOU CAN FIND MORE INFORMATIONS-20INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-21 Prospectus ABOUT THIS PROSPECTUSiiFREQUENTLY USED TERMSiiiPROSPECTUS SUMMARY1RISK FACTORS4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6DESCRIPTION OF SECURITIES7DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF WARRANTS26DESCRIPTION OF RIGHTS28DESCRIPTION OF UNITS29PLAN OF DISTRIBUTION30LEGAL MATTERS33EXPERTS33WHERE YOU CAN FIND MORE INFORMATION33INCORPORATION OF CERTAIN INFORMATION BY REFERENCE34 ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of a registration statement that was filed with the Securities and Exchange Commission (the “SEC”),using a “shelf” registration process and consists of two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and also supplements and updates information contained in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanyingprospectus, which provides more general informa