Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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New Horizon Aircraft Ltd. (Name of Issuer) |
Class A Ordinary Shares, no par value (Title of Class of Securities) |
64550A107 (CUSIP Number) |
06/13/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 64550A107 |
| 1 | Names of Reporting Persons
Brumder William George | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | 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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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
New Horizon Aircraft Ltd. | |
| (b) | Address of issuer's principal executive offices:
3187 HIGHWAY 35, LINDSAY, ONTARIO, CANADA K9V 4R1 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement on Schedule 13G is filed by William George Brumder II. | |
| (b) | Address or principal business office or, if none, residence:
c/o HoganTaylor LLP 1225 N. Broadway Ave., Ste. 200 Oklahoma City, OK 73103 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Class A Ordinary Shares, no par value | |
| (e) | CUSIP No.:
64550A107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under sec
tion 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the close of business on the date hereof, Mr. Brumder held exchange-traded warrants of the Issuer (the "Warrants") exercisable for an aggregate of 461,788 Class A Ordinary Shares, no par value (the "Ordinary Shares"). The Warrants are exercisable at a price of $11.50 per Ordinary Share and first became exercisable 30 days after the consummation of the combination between the Issuer and Pono Capital Three, Inc., which occurred on January 16, 2024, subject to certain conditions. The Warrants expire at 5:00 p.m. EDT on January 12, 2029, or earlier upon redemption or liquidation, subject to certain conditions. As of the close of business on the date hereof, Mr. Brumder may be deemed to beneficially own 2,750,000 Ordinary Shares, including 461,788 Ordinary Shares underlying the Warrants held by him. | |
| (b) | Percent of class:
The following percentage is based upon 31,846,935 Ordinary Shares outstanding, which is the sum of (i) 31,385,147 Ordinary Shares outstanding as of April 14, 2025, which is the total number of Ordinary Shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 14, 2025, and (ii) 461,788 Ordinary Shares underlying the Warrants held by Mr. Brumder. As of the close of business on the date hereof, Mr. Brumder may be deemed to beneficially own approximately 8.6% of the Ordinary Shares outstanding. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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