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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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New Horizon Aircraft Ltd. (Name of Issuer) |
Class A Ordinary Shares (Title of Class of Securities) |
64550A107 (CUSIP Number) |
Dustin Shindo
4348 Waialae Ave., #632,
Honolulu, HI, 96816
206-923-9234
4348 Waialae Ave., #632,
Honolulu, HI, 96816
206-923-9234
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/27/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 64550A107 |
| 1 |
Name of reporting person
Dustin Shindo | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,656,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The figures in Rows 7, 9, and 11 include 120,000 Class A ordinary shares issuable upon the exercise of private placement warrants to purchase 120,000 Class A ordinary shares at an exercise price of $11.50 per share.
(2) The percentage in Row 13 is calculated based on 64,478,397 Class A ordinary shares issued and outstanding. This figure is derived from (i) 45,263,348 shares disclosed in the Issuer's Form 10-Q filed on April 14, 2026, (ii) 9,254,889 shares issued in a subsequent offering, as disclosed in the Issuer's Form 8-K filed on May 11, 2026, and (iii) 9,960,160 shares (or share equivalents) issued in a subsequent offering, as disclosed in the Issuer's Form 8-K filed on May 27, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares | |
| (b) | Name of Issuer:
New Horizon Aircraft Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
3187 Highway 35, Lindsay,
ONTARIO, CANADA
, K9V 4R1. | |
Item 1 Comment:
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 3 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by Dustin Shindo and Mehana Capital LLC (each, a "Reporting Person") on January 22, 2024 (the "Original Schedule 13D"), Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Persons on September 25, 2024 ("Amendment No. 1"), and Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Persons on February 28, 2025 ("Amendment No. 2," together with the Original Schedule 13D and Amendment No. 1, the "Schedule 13D"), regarding the Class A Ordinary Shares of the Issuer. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The responses of the Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover page of this Amendment are hereby incorporated by reference into this Item 5. | |
| (b) | See Item 5(a) above | |
| (c) | Except as disclosed below, the Reporting Person has not effected any transactions in the Issuer's Class A Ordinary Shares in the past 60 days. On May 22, 2026, Mr. Shindo sold 14,918 Class A Ordinary Shares on the Nasdaq Capital Market at a weighted average price of $3.19 per share. On May 22, 2026, Mr. Shindo sold 201,920 warrants to purchase Class A Ordinary Shares on the Nasdaq Capital Market at a weighted average price of $0.52 per warrant. On May 26, 2026, Mr. Shindo sold 243,455 warrants to purchase Class A Ordinary Shares on the Nasdaq Capital Market at a weighted average price of $0.49 per warrant. | |
| (d) | No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of shares of the Class A Ordinary Shares. | |
| (e) | Based on the Reporting Person's review of the Issuer's Form 10-Q filed on April 14, 2026, the Issuer's Form 8-K filed on May 11, 2026, and the Issuer's Form 8-K filed on May 27, 2026, Dustin Shindo ceased to be the beneficial owner of more than five percent of the Issuer's Class A Ordinary Shares no later than May 26, 2026, due to increases in the outstanding Class A Ordinary Shares. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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