Sec Form 4 Filing - Mehana Capital LLC @ New Horizon Aircraft Ltd. - 2024-01-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Mehana Capital LLC 2. Issuer Name and Ticker or Trading Symbol New Horizon Aircraft Ltd. [ HOVR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) 4348 WAIALAE AVE., #632 3. Date of Earliest Transaction (MM/DD/YY) 01/12/2024 (Street) HONOLULU, HI96816 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares without par value 07/19/2024 J( 1 ) 2,769,497 D $ 0 2,831,500 ( 1 ) D Class A Ordinary Shares without par value 07/31/2024 J( 2 ) 240,000 D $ 0 2,591,500 ( 2 ) D Class A Ordinary Shares without par value 09/09/2024 J( 3 ) 1,365,375 D 1,226,125 ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Private Placement Warrants $ 11.5 01/12/2024 J( 4 ) 565,375 02/12/2024 01/12/2029 Class A Ordinary Shares without par value 565,375 ( 4 ) 565,375 D Private Placement Warrants $ 11.5 07/19/2024 J( 5 ) 565,375 02/12/2024 01/12/2029 Class A Ordinary Shares without par value 565,375 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mehana Capital LLC 4348 WAIALAE AVE., #632 HONOLULU, HI96816 Former 10% Owner Signatures /s/ Mehana Capital LLC, by Nelson Mullins Riley & Scarborough LLP with Power of Attorney 09/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 19, 2024, Mehana Capital LLC ("Mehana") effected a pro rata distribution of Class A ordinary shares to its members. ( 2 )On July 31, 2024, Mehana effected a pro rata distribution of Class A ordinary shares to its members. ( 3 )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. ( 4 )On January 12, 2024, the Issuer completed its initial business combination (the "Closing"), and in connection therewith, the private placement warrants issued to Mehana in connection with the Issuer's initial public offering as part of the private placement units (the "Private Placement Warrants") became exercisable 30 days following the Closing. ( 5 )On July 19, 2024, Mehana distributed the Private Placement Warrants to one of its members.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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