Horizon Space Acquisition II Corp. (NASDAQ: HSPT)

Horizon Space Acquisition II Corp. is a blank check exempted company incorporated in the Cayman Islands on March 21 2023 for the purpose of entering into a merger share exchange asset acquisition share purchase recapitalization reorganization or similar business combination with one or more businesses or entities. The company’s efforts to identify a prospective target business are not limited to a particular industry or geographic region. Because of its significant ties to China it may pursue opportunities in China including Hong Kong and Macau. Horizon Space Acquisition II Corp. completed its initial public offering of 6 000 000 units each consisting of one ordinary share and one right at a price of 10 00 dollars per unit generating gross proceeds of 60 000 000 dollars. Simultaneously the company sold 200 000 private units to its sponsor at the same price adding 2 000 000 dollars to the trust. The underwriters exercised their over allotment option in full purchasing an additional 900 000 units for 9 000 000 dollars. A concurrent private placement of 13 500 private units to the sponsor added 135 000 dollars. The total proceeds of 69 000 000 dollars from the IPO the over allotment option and the private placements were deposited in a trust account with Wilmington Trust N A as trustee. The trust account is intended to fund the eventual business combination and to provide for redemption of public shares if no combination is completed. The company’s amended and restated memorandum and articles of association give it until February 18 2026 to consummate a business combination with the possibility of twelve one month extensions subject to monthly deposits into the trust account.

Since its inception Horizon Space Acquisition II Corp. has not generated any revenue. The company has incurred losses from formation and operating costs and has funded its operations through the sale of its securities and loans from its sponsor and other parties. The proceeds held outside the trust account are available for working capital and for the payment of fees related to the search for a target business. Management has broad discretion over the use of these funds although the majority of the trust proceeds are earmarked for the business combination. The company may also obtain working capital loans from its sponsor officers directors or affiliates which may be convertible into units at 10 00 dollars per unit upon completion of a business combination. These loans are non interest bearing and are repayable from the trust account released after a combination or from other funds if no combination occurs. Ordinary shares and rights are listed on the Nasdaq Global Market under the symbols HSPT and HSPTR respectively while units trade as HSPTU. The company has no operating business and therefore reports no sales or service revenue.

Horizon Space Acquisition II Corp. operates in the highly competitive special purpose acquisition company sector where numerous blank check vehicles seek to identify and merge with private operating businesses. The company differentiates itself through the extensive relationships of its management team with corporate executives private equity venture and growth capital funds investment banking firms and consultants. Its chairman and chief executive officer Mr. Mingyu Michael Li brings experience from multiple public companies and serves as a director of other special purpose acquisition companies. Because of its significant ties to China the company may be well positioned to source acquisition candidates in China Hong Kong and Macau although this focus may limit its appeal to non China based targets. The firm acknowledges that it faces significant competition from other special purpose acquisition companies that possess similar or complementary networks and expertise. Its ability to complete a business combination will depend on the quality of its target pipeline and the satisfaction of regulatory requirements in any chosen jurisdiction. On May 9 2025 the company entered into a business combination agreement with SL Science Holding Limited CW Mega Limited WW Century Limited and SL Bio Ltd. The agreement contemplates a two step merger whereby a merger subsidiary of the company will merge with the company and a second merger subsidiary will merge with SL Bio resulting in both entities becoming subsidiaries of a new parent PubCo. Shareholders approved the business combination at an extraordinary general meeting held on February 12 2026 with a significant number of shares tendered for redemption. In connection with the transaction PubCo secured subscription agreements from PIPE investors committing to purchase 780 000 units at 10 00 dollars per unit for gross proceeds of approximately 7 800 000 dollars. Each unit consists of one ordinary share and one series A preferred share which will convert into one third of an ordinary share six months after closing. The PIPE financing is expected to close concurrently with the business combination and to provide additional capital for the combined entity.

Horizon Space Acquisition II Corp. does not currently serve revenue generating customers as it has no operating business of its own. The company’s efforts are directed toward identifying and evaluating potential acquisition targets that could become its future operating business after a successful business combination. It engages with private companies their owners advisors and other intermediaries in the search for a suitable combination partner. No specific customer names are disclosed in the filing because the company remains in the pre combination stage. The proposed transaction with SL Bio illustrates the type of target the company seeks although the combination has not yet been completed.