SEC Comment Letter 0000000000-23-013262 to New Horizon Aircraft Ltd. (HOVR)
New Horizon Aircraft Ltd.
Date: Dec. 5, 2023 · CIK: 0001930021 · Accession: 0000000000-23-013262
AI Filing Summary & Sentiment
File numbers found in text: 333-274502
Letter
United States securities and exchange commission logo December 5, 2023 Davin Kazama Chief Executive Officer Pono Capital Three, Inc. 643 Ilalo St. #102 Honolulu, Hawaii 96813 Re:Pono Capital Three, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed on November 20, 2023 File No. 333-274502 Dear Davin Kazama: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 6, 2023 letter. Amendment No. 2 to Registration Statement on Form S-4 filed on 11/20/2023 General 1.We note your disclosures regarding the Forward Purchase Agreement and the FPA Funding Amount PIPE Subscription Agreements. Please revise to explain the purpose for entering into these agreements and the inter-relationship between them. Please address risk associated with arrangements. Please quantify the amount of the FPA Funding Amount PIPE. Summary, page 29 2.We note your disclosure regarding the Horizon Convertible Promissory Notes, the conversion of which would result in 1,362,962 Horizon Class B Common Shares being issued to holders of the Convertible Promissory Notes. Please revise your sensitivity analysis on page 29 to reflect this source of dilution.
FirstName LastNameDavin Kazama Comapany NamePono Capital Three, Inc. December 5, 2023 Page 2 FirstName LastName Davin Kazama Pono Capital Three, Inc. December 5, 2023 Page 2 Please contact Jeff Gordon at 202-551-3866 or Andrew Blume at 202-551-3254 if you have questions regarding comments on the financial statements and related matters. Please contact Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at 202-551-3754 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Peter Strand
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United States securities and exchange commission logo
December 5, 2023
Davin Kazama
Chief Executive Officer
Pono Capital Three, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Three, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed on November 20, 2023
File No. 333-274502
Dear Davin Kazama:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 6, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed on 11/20/2023
General
1.We note your disclosures regarding the Forward Purchase Agreement and the FPA
Funding Amount PIPE Subscription Agreements. Please revise to explain the purpose for
entering into these agreements and the inter-relationship between them. Please address
risk associated with arrangements. Please quantify the amount of the FPA Funding
Amount PIPE.
Summary, page 29
2.We note your disclosure regarding the Horizon Convertible Promissory Notes, the
conversion of which would result in 1,362,962 Horizon Class B Common Shares being
issued to holders of the Convertible Promissory Notes. Please revise your sensitivity
analysis on page 29 to reflect this source of dilution.
FirstName LastNameDavin Kazama
Comapany NamePono Capital Three, Inc.
December 5, 2023 Page 2
FirstName LastName
Davin Kazama
Pono Capital Three, Inc.
December 5, 2023
Page 2
Please contact Jeff Gordon at 202-551-3866 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Peter Strand