Shindo Dustin M's Form 4 filing
New Horizon Aircraft Ltd. (HOVR) · filed Sep 19, 2024
- Accession no.
- 0001474506-24-000215
- Filed
- Sep 19, 2024
- Trade date
- Jan 12-Sep 18, 2024
- Filing delay
- 251 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 11 non-derivative transactions and 4 derivative transactions. Open-market sales total $147.8K. It was filed 251 days after the trade, past the 2-business-day deadline.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Shindo Dustin MCIK 0001321269 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 12, 2024 | Class A Ordinary Shares without par value | CConversionAcquired | +5,600,997 | –F1,F2,F3,F4 | – | 5,600,997 | Indirect | |
| Jul 19, 2024 | Class A Ordinary Shares without par value | JOtherDisposed | −2,769,497 | $0.00 | $0 | 2,831,500 | Indirect | Duplicate filing |
| Jul 19, 2024 | Class A Ordinary Shares without par value | JOtherAcquired | +1,158,267 | $0.00 | $0 | 1,158,267 | Direct | |
| Jul 31, 2024 | Class A Ordinary Shares without par value | JOtherDisposed | −240,000 | $0.00 | $0 | 2,591,500 | Indirect | Duplicate filing |
| Sep 9, 2024 | Class A Ordinary Shares without par value | JOtherDisposed | −1,365,375 | –F9 | – | 1,226,125 | Indirect | Duplicate filing |
| Sep 9, 2024 | Class A Ordinary Shares without par value | JOtherAcquired | +565,375 | –F9 | – | 1,723,642 | Direct | |
| Sep 12, 2024 | Class A Ordinary Shares without par value | SSaleDisposed | −21,000 | $0.76 | −$15,960 | 1,702,642 | Direct | |
| Sep 13, 2024 | Class A Ordinary Shares without par value | SSaleDisposed | −48,079 | $0.76 | −$36,540.04 | 1,654,563 | Direct | |
| Sep 16, 2024 | Class A Ordinary Shares without par value | SSaleDisposed | −10,000 | $0.77 | −$7,700 | 1,644,563 | Direct | |
| Sep 17, 2024 | Class A Ordinary Shares without par value | SSaleDisposed | −5,000 | $0.80 | −$4,000 | 1,639,563 | Direct | |
| Sep 18, 2024 | Class A Ordinary Shares without par value | SSaleDisposed | −102,000 | $0.82 | −$83,640 | 1,537,563 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 12, 2024 | Class A Ordinary Shares without par value | CConversionDisposed | −4,935,622 | –F1,F2,F3,F4 | – | 0 | Indirect | |
| Jan 12, 2024 | Class A Ordinary Shares without par value | JOtherAcquired | +565,375 | –F10 | – | 565,375 | Indirect | Duplicate filing |
| Jul 19, 2024 | Class A Ordinary Shares without par value | JOtherDisposed | −565,375 | –F11 | – | 0 | Indirect | Duplicate filing |
| Jul 19, 2024 | Class A Ordinary Shares without par value | JOtherAcquired | +565,375 | –F11 | – | 565,375 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
On January 12, 2024, pursuant to that certain Business Combination Agreement, dated as of August 12, 2022 (the "Business Combination Agreement"), entered into by and among Pono Capital Three, Inc. (the "Company"), Pono Three Merger Acquisitions Corp., a British Columbia company and wholly-owned subsidiary of the Company ("Merger Sub") and Robinson Aircraft Ltd., d/b/a Horizon Aircraft ("Horizon"), the Company continued and de-registered from the Cayman Islands and redomesticate as a British Columbia company (the "SPAC Continuance") and Merger Sub amalgamated (the "Amalgamation," together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination") with Horizon (the resulting company, "Amalco"), with Amalco being the wholly-owned subsidiary of the Company. Upon completion of the Amalgamation, the Company changed its name to "New Horizon Aircraft Ltd."
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F2
Reflects 5,500,997 Issuer Class A ordinary shares without par value received for Company ordinary shares held immediately prior to the closing of the Business Combination pursuant to the terms of the Business Combination Agreement. Includes 565,375 Class A ordinary shares issued in connection with the Company's initial public offering as part of the private placement units.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F3
As previously disclosed, on January 3, 2024, the Company entered into a certain subscription agreement (the "Subscription Agreement") with a certain investor pursuant to which such investor agreed to purchase, immediately prior to the closing of the Business Combination, the Company's Class A ordinary shares (such shares, collectively, "Subscription Shares") in an aggregate value of $2,000,000, representing 200,000 Subscription Shares at a price of $10.00 per share.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F4
As an inducement to enter into the Subscription Agreement, and upon the consummation of the Business Combination, Mehana Capital LLC ("Mehana") received an aggregate of 100,000 incentive shares.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F9
On September 9, 2024, Mehana transferred the reported securities to certain of its members (the "Members") in connection with share and transfer agreements entered into by Mehana and the Members, releasing Mehana from all obligations and liability arising from the Members' ownership of and relationship with Mehana.
Referenced by the price of 2 transactions in Table I.
- F10
On January 12, 2024, the Company completed its initial business combination (the "Closing"), and in connection therewith, the private placement warrants issued to Mehana in connection with the Company's initial public offering as part of the private placement units (the "Private Placement Warrants") became exercisable 30 days following the Closing.
Referenced by the price of 1 transaction in Table II.
- F11
On July 19, 2024, Mehana distributed the Private Placement Warrants to the Reporting Person, one of its members.
Referenced by the price of 2 transactions in Table II.