New Horizon Aircraft (HOVR) Proxy Filing summary

Executive summary

• A special meeting of shareholders is scheduled for February 26, 2025, to approve the conversion of Series A Preferred Shares and the 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 up to 10,000,000 Class A Ordinary Shares, subject to shareholder approval to avoid exceeding 19.99% of outstanding shares before the offering.

• Failure to approve the conversion could result in continued shareholder meetings, potential Nasdaq delisting, and adverse effects on liquidity and financing.

Voting matters and shareholder proposals

• The main proposal is to approve the conversion of 4,500 Series A Preferred Shares into Class A Ordinary Shares, as required by Nasdaq rules due to the size and pricing of the private placement.

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

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

Board of directors and corporate governance

• The board unanimously recommends voting in favor of the conversion proposal.

• Named executive officers include the CEO, COO, and CFO; beneficial ownership information is provided for directors and major shareholders.

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