New Horizon Aircraft (HOVR) Proxy Filing summary

Executive summary

• Special Meeting will be held virtually to approve the conversion of Series A Preferred Shares and issuance of Class A Ordinary Shares, as required by Nasdaq Listing Rule 5635, following a December 2024 securities offering.

• The Series A Preferred Shares were issued in a private placement and are convertible into 10,000,000 Common Shares, subject to shareholder approval to avoid exceeding 19.99% of outstanding shares.

• Failure to approve the conversion could result in Nasdaq delisting, reduced liquidity, and other adverse consequences.

• The Board unanimously recommends voting FOR the Conversion Proposal.

Voting matters and shareholder proposals

• The main proposal is to approve the conversion of Series A Preferred Shares and issuance of underlying Class A Ordinary Shares.

• Shareholders may submit proposals for the 2025 annual meeting by July 28, 2025, and director nominations 30–65 days before the meeting.

• No cumulative voting rights or appraisal/dissenters' rights apply to this matter.

Board of directors and corporate governance

• Named executive officers: Brandon Robinson (CEO), Jason O'Neill (COO), Brian Merker (CFO).

• Shareholders can nominate directors for the 2025 annual meeting by written notice within specified timeframes.