New Horizon Aircraft Ltd-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41607 (Registrant’s telephone number, including area code) Not applicable(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: 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 28, 2025, based on the closing priceof $1.65 for shares of the Registrant’s Class A ordinary shares as reported by The Nasdaq Global Market, was approximately $USD72,477,248. 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 July 16, 2026, there were 66,825,837 of the registrant’s Class A ordinary shares, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PART I1Item 1.Business3Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments35Item 1C.Cyber Security35Item 2.Properties37Item 3.Legal Proceedings37Item 4.Mine Safety Disclosures37PART II38Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.38Item 6.Reserved38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations38Item 7A.Quantitative and Qualitative Disclosures About Market Risk48Item 8.Financial Statements and Supplementary Data49Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure49Item 9A.Controls and Procedures49Item 9B.Other Information50Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections50PART III51Item 10.Directors, Executive Officers and Corporate Governance51Item 11.Executive Compensation59Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters70Item 13.Certain Relationships and Related Transactions, and Director Independence72Item 14.Principal Accountant Fees and Services74PART IV75Item 15.Exhibits and Financial Statement Schedules75Item 16.Form 10-K Summary7