Form 4 for HOVR New Horizon Aircraft Ltd.
Accepted 2024-09-19 00:00:00 ET · period of report 2024-01-12 · accession 0001474506-24-000215 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2024-09-19 | 2024-09-12+ | HOVR | Shindo Dustin M | 10% | S - Sale | $0.7945 | -186.1K | 1.54M | -11% | -$147.8K |
| DI | 2024-09-19 | 2024-01-12 | HOVR | Shindo Dustin M | 10% | C - Cnv Deriv | — | +5.60M | 5.60M | New | — |
| DMI | 2024-09-19 | 2024-07-19+ | HOVR | Shindo Dustin M | 10% | J - Other | $0.00 | -4.37M | 2.59M | -63% | $0 |
| DM | 2024-09-19 | 2024-07-19+ | HOVR | Shindo Dustin M | 10% | J - Other | $0.00 | +1.72M | 1.72M | New | $0 |
| DI | 2024-09-19 | 2024-01-12 | HOVR | Shindo Dustin M | 10% | C - Cnv Deriv | — | -4.94M | 0 | -100% | — |
| D | 2024-09-19 | 2024-07-19 | HOVR | Shindo Dustin M | 10% | J - Other | — | +565.4K | 565.4K | New | — |
| DMI | 2024-09-19 | 2024-01-12+ | HOVR | Shindo Dustin M | 10% | J - Other | — | 0 | 565.4K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Ordinary Shares without par value | 2024-09-12 | S | D | 21,000 | $0.76 | 1,702,642 | D | — | — | |
| 2 | Common | Class A Ordinary Shares without par value | 2024-09-13 | S | D | 48,079 | $0.76 | 1,654,563 | D | — | — | |
| 3 | Common | Class A Ordinary Shares without par value | 2024-09-16 | S | D | 10,000 | $0.77 | 1,644,563 | D | — | — | |
| 4 | Common | Class A Ordinary Shares without par value | 2024-09-17 | S | D | 5,000 | $0.8 | 1,639,563 | D | — | — | |
| 5 | Common | Class A Ordinary Shares without par value | 2024-01-12 | C | A | 5,600,997 | — | 5,600,997 | I By Mehana Capital LLC | — | — | (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. (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. (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. (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." (F5) Mehana is the record holder of the reported securities. Dustin Shindo is the control person of Mehana, and possesses all voting power and dispositive control. By virtue of this relationship, Dustin Shindo may be deemed to share beneficial ownership of the securities held of record by Mehana. Dustin Shindo disclaims any such beneficial ownership except to the extent of his respective pecuniary interest. |
| 6 | Common | Class A Ordinary Shares without par value | 2024-07-19 | J | D | 2,769,497 | $0.00 | 2,831,500 | I By Mehana Capital LLC | — | — | (F5) Mehana is the record holder of the reported securities. Dustin Shindo is the control person of Mehana, and possesses all voting power and dispositive control. By virtue of this relationship, Dustin Shindo may be deemed to share beneficial ownership of the securities held of record by Mehana. Dustin Shindo disclaims any such beneficial ownership except to the extent of his respective pecuniary interest. (F6) On July 19, 2024, Mehana effected a pro rata distribution of Class A ordinary shares to its members (the "July 19 Distribution"). |
| 7 | Common | Class A Ordinary Shares without par value | 2024-07-19 | J | A | 1,158,267 | $0.00 | 1,158,267 | D By Mehana Capital LLC | — | — | (F7) The Reporting Person acquired 1,158,267 Class A ordinary shares in connection with the July 19 Distribution. |
| 8 | Common | Class A Ordinary Shares without par value | 2024-09-09 | J | A | 565,375 | — | 1,723,642 | D | — | — | (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. |
| 9 | Common | Class A Ordinary Shares without par value | 2024-09-09 | J | D | 1,365,375 | — | 1,226,125 | I | — | — | (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. (F5) Mehana is the record holder of the reported securities. Dustin Shindo is the control person of Mehana, and possesses all voting power and dispositive control. By virtue of this relationship, Dustin Shindo may be deemed to share beneficial ownership of the securities held of record by Mehana. Dustin Shindo disclaims any such beneficial ownership except to the extent of his respective pecuniary interest. |
| 10 | Common | Class A Ordinary Shares without par value | 2024-09-18 | S | D | 102,000 | $0.82 | 1,537,563 | D | — | — | |
| 11 | Common | Class A Ordinary Shares without par value | 2024-07-31 | J | D | 240,000 | $0.00 | 2,591,500 | I By Mehana Capital LLC | — | — | (F5) Mehana is the record holder of the reported securities. Dustin Shindo is the control person of Mehana, and possesses all voting power and dispositive control. By virtue of this relationship, Dustin Shindo may be deemed to share beneficial ownership of the securities held of record by Mehana. Dustin Shindo disclaims any such beneficial ownership except to the extent of his respective pecuniary interest. (F8) On July 31, 2024, Mehana effected a pro rata distribution of Class A ordinary shares to its members. |
| 12 | Derivative | Class B Ordinary Shares | 2024-01-12 | C | D | 4,935,622 | — | 0 | I By Mehana Capital LLC | — · — to — | 4,935,622 Class A Ordinary Shares without par value | (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. (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. (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. (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." (F5) Mehana is the record holder of the reported securities. Dustin Shindo is the control person of Mehana, and possesses all voting power and dispositive control. By virtue of this relationship, Dustin Shindo may be deemed to share beneficial ownership of the securities held of record by Mehana. Dustin Shindo disclaims any such beneficial ownership except to the extent of his respective pecuniary interest. |
| 13 | Derivative | Private Placement Warrants | 2024-07-19 | J | A | 565,375 | — | 565,375 | D | $11.50 · 2024-02-12 to 2029-01-12 | 565,375 Class A Ordinary Shares without par value | (F11) On July 19, 2024, Mehana distributed the Private Placement Warrants to the Reporting Person, one of its members. |
| 14 | Derivative | Private Placement Warrants | 2024-07-19 | J | D | 565,375 | — | 0 | I By Mehana Capital LLC | $11.50 · 2024-02-12 to 2029-01-12 | 565,375 Class A Ordinary Shares without par value | (F11) On July 19, 2024, Mehana distributed the Private Placement Warrants to the Reporting Person, one of its members. (F5) Mehana is the record holder of the reported securities. Dustin Shindo is the control person of Mehana, and possesses all voting power and dispositive control. By virtue of this relationship, Dustin Shindo may be deemed to share beneficial ownership of the securities held of record by Mehana. Dustin Shindo disclaims any such beneficial ownership except to the extent of his respective pecuniary interest. |
| 15 | Derivative | Private Placement Warrants | 2024-01-12 | J | A | 565,375 | — | 565,375 | I By Mehana Capital LLC | $11.50 · 2024-02-12 to 2029-01-12 | 565,375 Class A Ordinary Shares without par value | (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. (F5) Mehana is the record holder of the reported securities. Dustin Shindo is the control person of Mehana, and possesses all voting power and dispositive control. By virtue of this relationship, Dustin Shindo may be deemed to share beneficial ownership of the securities held of record by Mehana. Dustin Shindo disclaims any such beneficial ownership except to the extent of his respective pecuniary interest. |