Horizon Space Acquisition II Corp. Q3 2024 Update

TL;DR

Horizon Space Acquisition II Corp. has $1.725M in trust as of Q3 2024, with recent board changes and a promissory note.

AI Summary

Horizon Space Acquisition II Corp. filed its Q3 2024 10-Q report on December 26, 2024, covering the period ending September 30, 2024. The company, a blank check company, reported $1.725 million in trust account funds as of September 30, 2024. Key events during the period included the appointment of new independent directors and officers on July 26, 2024, and a promissory note agreement on July 25, 2024.

Why It Matters

This filing provides an update on the financial status and corporate governance of Horizon Space Acquisition II Corp., a special purpose acquisition company (SPAC), which is relevant for investors tracking its progress towards a business combination.

Risk Assessment

Risk Level: medium — As a SPAC, Horizon Space Acquisition II Corp. faces inherent risks related to its ability to identify and complete a business combination within its specified timeframe.

Key Numbers

• $1.725M — Trust Account Funds (Amount held in trust as of September 30, 2024.)
• Q3 2024 — Reporting Period (The company's financial performance for the third quarter ending September 30, 2024.)

Key Players & Entities

• Horizon Space Acquisition II Corp. (company) — Filer
• 0002032950 (company) — Central Index Key
• $1,725,000 (dollar_amount) — Funds in trust as of September 30, 2024
• July 26, 2024 (date) — Date of appointment of independent directors and officers
• July 25, 2024 (date) — Date of Promissory Note Agreement

FAQ

Key Financial Figures

• $0.0001 — nits, consisting of one ordinary share, $0.0001 par value, and one Right to acquire one
• $25,000 — founder shares for a purchase price of $25,000, and (ii) the Sponsor surrendered 1 ord
• $297,045 — ative Shares as of the IPO date totaled $297,045. In connection with the issuance and sa
• $10.00 — IPO and the sale of the Private Units, $10.00 per unit will be placed into a U.S.-bas
• $50,000 — igations and liquidation expenses up to $50,000, the proceeds from the IPO and the sale
• $5,000,001 — any has net tangible assets of at least $5,000,001 upon such consummation of a Business Co
• $600,000 — ccount for each three months extension, $600,000, or $690,000 if the underwriter's over-
• $690,000 — ch three months extension, $600,000, or $690,000 if the underwriter's over-allotment opt
• $0.10 — -allotment option is exercised in full ($0.10 per share in either case), up to an agg
• $1,200,000 — in either case), up to an aggregate of $1,200,000 or $1,380,000 if the underwriter's over
• $1,380,000 — e), up to an aggregate of $1,200,000 or $1,380,000 if the underwriter's over-allotment opt

Filing Documents

• hspt_10q.htm (10-Q) — 420KB
• hspt_ex311.htm (EX-31.1) — 10KB
• hspt_ex312.htm (EX-31.2) — 10KB
• hspt_ex321.htm (EX-32.1) — 5KB
• hspt_ex322.htm (EX-32.2) — 4KB
• 0001929980-24-000672.txt ( ) — 2097KB
• hspt-20240930.xsd (EX-101.SCH) — 27KB
• hspt-20240930_lab.xml (EX-101.LAB) — 139KB
• hspt-20240930_cal.xml (EX-101.CAL) — 18KB
• hspt-20240930_pre.xml (EX-101.PRE) — 125KB
• hspt-20240930_def.xml (EX-101.DEF) — 77KB
• hspt_10q_htm.xml (XML) — 191KB

Financial Statements (Unaudited)

Financial Statements (Unaudited) 3 CONDENSED BALANCE SHEETS 3 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS 4 UNAUDITED CONDENSED STATEMENTS OF SHAREHOLDER'S DEFICIT 5 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS 6 Notes to Unaudited Condensed Financial Statements 7 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 18 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 22 Item 4.

Controls and Procedures

Controls and Procedures 22 Part II Other Information 23 Item 1.

Legal Proceedings

Legal Proceedings 23 Item 1A.

Risk Factors

Risk Factors 23 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23 Item 3. Defaults upon Senior Securities 23 Item 4. Mine Safety Disclosures 23 Item 5. Other Information 23 Item 6. Exhibits 24

Signatures

Signatures 25 2 Table of Contents

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements HORIZON SPACE ACQUISITION II CORP. CONDENSED BALANCE SHEETS (Currency expressed in United States Dollars ("US$"), except for number of shares) September 30, 2024 December 31, 2023 (Unaudited) (Audited) Assets Current Assets Prepaid expense $ 41,200 $ - Total Current Assets 41,200 - Non-current assets Deferred offering costs 151,693 - Total Assets $ 192,893 $ - Liabilities and Shareholder's Deficit Amount due to a related party $ 197,154 $ - Accrued expense 19,704 4,255 Total Current Liabilities 216,858 4,255 Total Liabilities 216,858 4,255 Commitments and Contingencies (Note 6) Shareholder's Deficit: Preferred share, $ 0.0001 par value, 10,000,000 shares authorized, none issued and outstanding - - Ordinary shares, $ 0.0001 par value, 490,000,000 shares authorized, 1,725,000 shares issued and outstanding (1) (2) 173 173 Additional paid-in capital 24,827 24,827 Subscription receivable - ( 25,000 ) Accumulated deficit ( 48,965 ) ( 4,255 ) Total Shareholder's Deficit ( 23,965 ) ( 4,255 ) Total Liabilities and Shareholder's Deficit $ 192,893 $ - (1) On July 26 2024, (i) the Sponsor acquired 1,725,000 founder shares for a purchase price of $25,000, and (ii) the Sponsor surrendered 1 ordinary share, all share amount have been retroactively restated to reflect this issuance and surrender of shares. (see Note 5). (2) This number includes an aggregate of up to 225,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). The accompanying notes are an integral part of these unaudited condensed financial statements. 3 Table of Contents HORIZON SPACE ACQUISITION II CORP. UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (Currency expressed in United States Dollars ("US$"), except for number of shares) For the Three Months Ended September 30,

Notes To Financial Statements

Notes To Financial Statements Note 1 — Organization, Business Operation and Going Concern Consideration Horizon Space Acquisition II Corp. (the "Company") is a newly organized blank check company incorporated in the Cayman Islands on March 21, 2023.The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the "Business Combination"). The Company has not selected any potential Business Combination target or initiated any substantive discussions, directly or indirectly, with any potential Business Combination prospects. The Company has selected December 31 as its fiscal year end. As of September 30, 2024, the Company had not commenced any operations. For the period from March 21, 2023(inception) through September 30, 2024, the Company's efforts have been limited to organizational activities as well as activities related to the initial public offering. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO (as defined below) and private placement ("Private Placement", see Note 4). The Company's founder and sponsor is Horizon Space Acquisition II Sponsor Corp., a Cayman Islands company (the "Sponsor"). The Company's ability to commence operations is contingent upon obtaining adequate financial resources through IPO and the Private Placement. On November 18, 2024, the Company consummated its initial public offering (the "IPO") of 6,000,000 units ("Units"). Each unit consists of one ordinary share, and one right to receive one-tenth (1/10) of one ordinary share. Each ten rights entitle the holder thereof to receive one ordinary share upon the consummation of the Business Combination . The Units were sold at an offering price of $ 10.00 p

Notes To Financial Statements

Notes To Financial Statements Upon the closing of the IPO, management has agreed that the net proceeds of the IPO and the sale of the Private Units, $10.00 per unit will be placed into a U.S.-based Trust Account ("Trust Account") maintained by Wilmington Trust, N.A., acting as trustee, and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to pay the Company's tax obligations and liquidation expenses up to $50,000, the proceeds from the IPO and the sale of the Private Units that are deposited in the Trust Account will not be released from the Trust Account until the earliest to occur of:(a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company's memorandum and articles of association (i) to modify the substance or timing of the Company's obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Company's public shares if the Company does not complete the Business Combination within 12 months from the closing of this IPO (or up to 18 months from the closing of this IPO if the Company extends the period of time to consummate the Business Combination by the full amount of time) or (ii) with respect to any other provision relating to shareholders' rights or pre-initial Business Combination activity and (c) the redemption of the public shares if the Company is unable to complete the Business Combination within 12 months from the closing of this IPO (or up to 18 months from the closing of this IPO if the Company extends the period of time to consummate a Business Combination by the full amount of time), subject to

Notes To Financial Statements

Notes To Financial Statements Pursuant to the terms of the Company's memorandum and articles of association, in order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or designees, must deposit into the Trust Account for each three months extension, $600,000, or $690,000 if the underwriter's over-allotment option is exercised in full ($0.10 per share in either case), up to an aggregate of $1,200,000 or $1,380,000 if the underwriter's over-allotment option is exercised in full , on or prior to the date of the applicable deadline. Going Concern Consideration As of September 30, 2024, the Company had a working capital deficit of $ 175,658 . The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that these conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plan in addressing this uncertainty is through the Working Capital Loans, as defined below (see Note 5). In addition, if the Company is unable to complete a Business Combination within the Combination Period by November 18, 2025, unless further extended, the Company's board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company's plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company's ability to continue as a going concern. The financ

Notes To Financial Statements

Notes To Financial Statements Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2024 and December 31, 2023. Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A — Expenses of Offering . Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders' equity upon the completion of the IPO. Net Loss Per Ordinary share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary share subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 225,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At September 30, 2024 and Dece

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