HSPWF Seeks Extension, NTA Waiver After SPAC Deal Collapse

TL;DR

**HSPWF is scrambling for more time and flexibility after its SPAC deal blew up, offering a slight premium for shareholders to bail out now.**

AI Summary

Horizon Space Acquisition I Corp. (HSPWF) is seeking shareholder approval for several critical proposals at an Extraordinary General Meeting on October 27, 2025, following the termination of its merger agreement with Squirrel Enlivened Technology Co., Ltd. on October 3, 2025. The company proposes to amend its Articles of Association to eliminate the limitation that it may not redeem public shares if net tangible assets fall below US$5,000,001, which is crucial for avoiding 'penny stock' rules. Additionally, HSPWF seeks to extend its deadline to complete a business combination from October 27, 2025, to April 27, 2026, through six one-month extensions, without further shareholder approval. Public shareholders have the option to redeem their shares for approximately $12.38 per share, which is $0.11 higher than the October 7, 2025, Nasdaq closing price of $12.27. The Board believes these extensions are necessary given the time and effort already expended on identifying a target business, despite not having a new target identified yet.

Why It Matters

This filing is critical for HSPWF investors as it outlines the SPAC's path forward after its initial business combination with Squirrel Enlivened Technology Co., Ltd. fell through. The proposed extensions and the elimination of the $5,000,001 net tangible asset requirement are essential for the company to continue its search for a new target and avoid liquidation. For public shareholders, the redemption option at $12.38 per share, a premium over the current market price, offers a clear exit strategy, impacting liquidity and potential returns. The competitive SPAC market means HSPWF needs this flexibility to secure a viable deal.

Risk Assessment

Risk Level: high — The risk level is high because Horizon Space Acquisition I Corp. has terminated its business combination agreement with Squirrel Enlivened Technology Co., Ltd. and has not yet identified a new target. If the proposed extensions are not approved, the company will be forced to liquidate by October 27, 2025, extinguishing public shareholders' rights. Furthermore, if the NTA Requirement Amendment is approved, there's no guarantee the combined entity will have net tangible assets of at least $5,000,001 post-business combination, risking Nasdaq delisting and 'penny stock' rule compliance.

Analyst Insight

Investors should carefully consider the redemption offer of $12.38 per share, which is a premium to the October 7, 2025, market price of $12.27. Those seeking a guaranteed return and avoiding further SPAC uncertainty should redeem their shares. Investors willing to bet on HSPWF finding a new, viable target and successfully completing a business combination by April 27, 2026, should hold their shares and vote for the extension proposals.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $5,000,001 — Net Tangible Assets Threshold (Minimum NTA required to avoid 'penny stock' rules, which HSPWF seeks to eliminate)
• October 27, 2025 — Original Termination Date (Deadline for HSPWF to complete a business combination or liquidate)
• April 27, 2026 — Extended Termination Date (New deadline if extension proposals are approved, allowing up to six one-month extensions)
• $12.38 — Estimated Per-Share Redemption Price (Cash amount public shareholders would receive if they redeem their shares, based on Trust Account as of October 7, 2025)
• $12.27 — Public Share Closing Price (Nasdaq closing price of HSPWF public shares on October 7, 2025)
• $0.11 — Redemption Premium (Difference between estimated redemption price and market price on October 7, 2025)
• December 27, 2022 — IPO Consummation Date (Date of Horizon Space Acquisition I Corp.'s initial public offering)
• September 16, 2024 — Business Combination Agreement Date (Date HSPWF entered into merger agreement with Squirrel HoldCo)
• October 3, 2025 — Termination Agreement Effective Date (Date the merger agreement with Squirrel HoldCo was terminated)
• October 7, 2025 — Record Date (Date for determining shareholders entitled to vote at the Extraordinary Meeting)

Key Players & Entities

• Horizon Space Acquisition I Corp. (company) — Registrant and SPAC seeking extensions
• Squirrel Enlivened Technology Co., Ltd (company) — Former merger target for HSPWF
• Continental Stock Transfer & Trust Company (company) — Transfer agent for HSPWF
• UHY LLP (company) — Proposed independent registered public accounting firm for 2025
• Mark Singh (person) — Class II director nominee for re-election
• Rodolfo Jose Gonzalez Caceres (person) — Class II director nominee for re-election
• SEC (regulator) — Regulator whose 'penny stock' rules HSPWF aims to avoid
• Nasdaq Capital Market (regulator) — Exchange where HSPWF is listed
• Robinson & Cole LLP (company) — Location of the physical Extraordinary Meeting
• Cayman Islands (regulator) — Jurisdiction of incorporation for HSPWF

FAQ

Risk Factors

• Penny Stock Rules Compliance [medium — regulatory]: The company seeks to amend its Articles of Association to eliminate a limitation that prevents redemption of public shares if net tangible assets fall below $5,000,001. This is to avoid being classified as a 'penny stock' company, which could trigger stricter regulatory requirements under SEC Rule 419. The company believes it can rely on its Nasdaq listing for an exclusion.
• Failure to Complete Business Combination [high — operational]: Horizon Space Acquisition I Corp. has terminated its merger agreement with Squirrel Enlivened Technology Co., Ltd. and has not identified a new target. If a business combination is not completed by the extended deadline of April 27, 2026, the company will cease operations, redeem public shares, and liquidate. This poses a significant risk of value destruction for shareholders if a suitable target is not found.
• Redemption of Public Shares [medium — financial]: Public shareholders have the option to redeem their shares for approximately $12.38 per share. If the company fails to complete a business combination, all public shares will be redeemed. This could lead to a significant outflow of cash from the Trust Account, impacting the company's ability to pursue future opportunities or return capital to remaining shareholders.
• Shareholder Approval for Extensions [high — legal]: The company requires shareholder approval for proposals to amend its Articles of Association and Trust Agreement to extend the deadline for completing a business combination. Failure to obtain these approvals by October 27, 2025, will result in the company's liquidation, extinguishing shareholder rights beyond the redemption price.

Industry Context

The SPAC market has seen significant volatility. Companies like Horizon Space Acquisition I Corp. face intense pressure to identify and complete a business combination within their mandated timeframe. The termination of a prior merger agreement highlights the challenges in deal execution. The current environment requires SPACs to be agile and adaptable to market conditions and regulatory scrutiny.

Regulatory Implications

The proposed amendments to Horizon Space Acquisition I Corp.'s Articles of Association are designed to ensure compliance with SEC regulations, particularly regarding 'penny stock' rules. By removing the NTA threshold, the company aims to maintain flexibility while relying on its Nasdaq listing for regulatory exclusion. Failure to secure shareholder approval for these changes could lead to forced liquidation.

What Investors Should Do

1. Review the proxy statement carefully.
2. Vote on the proposed resolutions.
3. Consider the redemption option.
4. Monitor the company's progress in identifying a new target.

Key Dates

• 2022-12-27: IPO Consummation Date — Marks the initial public offering date of Horizon Space Acquisition I Corp.
• 2024-09-16: Business Combination Agreement Date — Date Horizon Space Acquisition I Corp. entered into a merger agreement with Squirrel Enlivened Technology Co., Ltd.
• 2025-10-03: Termination Agreement Effective Date — Date the merger agreement with Squirrel Enlivened Technology Co., Ltd. was mutually terminated.
• 2025-10-27: Original Termination Date / Extraordinary Meeting Date — Original deadline for completing a business combination; date of the shareholder meeting to vote on critical proposals.
• 2026-04-27: Extended Termination Date — New deadline for completing a business combination if extension proposals are approved, allowing up to six one-month extensions.
• 2025-10-07: Record Date — Date for determining shareholders entitled to vote at the Extraordinary Meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders regarding an annual or special meeting of shareholders. (This document is the DEF 14A proxy statement for Horizon Space Acquisition I Corp.'s Extraordinary General Meeting.)

Net Tangible Assets (NTA)

A company's total assets minus intangible assets (like goodwill and patents) and total liabilities. It represents the book value of a company's physical assets. (The company seeks to eliminate a threshold of $5,000,001 in NTA to avoid 'penny stock' rules, which is critical for its operational flexibility.)

Penny Stock Rules

SEC regulations designed to protect investors from fraudulent or manipulative schemes involving low-priced securities. Companies failing to meet certain criteria may be subject to these rules. (Horizon Space Acquisition I Corp. is trying to avoid being classified as a penny stock company by amending its Articles of Association.)

Business Combination

In the context of a Special Purpose Acquisition Company (SPAC), this refers to the merger, acquisition, or other transaction through which the SPAC combines with an operating company. (Horizon Space Acquisition I Corp. is seeking more time to identify and complete a business combination.)

SPAC

Special Purpose Acquisition Company. A shell company that is formed to raise capital through an IPO for the purpose of acquiring an existing company. (Horizon Space Acquisition I Corp. is a SPAC that has not yet completed its initial business combination.)

Trust Account

An account established by a SPAC to hold the proceeds from its IPO. These funds are typically used to finance the business combination or returned to shareholders upon liquidation. (The redemption price of $12.38 per share is based on the funds available in the Trust Account as of October 7, 2025.)

Articles of Association (MAA)

A document that governs the internal affairs of a company, including its management, shareholder rights, and operational procedures. (Shareholders are being asked to approve amendments to the MAA to extend the business combination deadline and remove the NTA threshold.)

Redemption

The act of a shareholder selling their shares back to the company, typically for cash, at a specified price. (Public shareholders have the option to redeem their shares, and mandatory redemption will occur if a business combination is not completed.)

Year-Over-Year Comparison

This DEF 14A filing follows the termination of a previously announced merger agreement with Squirrel Enlivened Technology Co., Ltd. Unlike prior filings that might have focused on a specific target, this document centers on proposals to extend the company's operational runway and amend its governing documents. Key metrics such as revenue, net income, and margins are not applicable as the company is a SPAC that has not yet consummated a business combination. The primary focus is on the procedural and governance changes required to continue operations.

Key Financial Figures

• $5,000,001 — s net tangible assets to be less than US$5,000,001 following such redemptions (such propos
• $100,000 — e Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses
• $12.38 — ate, this would amount to approximately $12.38 per public share. The closing price of
• $12.27 — n October 7, 2025, the Record Date, was $12.27. Accordingly, if the market price of th
• $0.11 m — lic shareholder receiving approximately $0.11 more per share than if the shares were so

Filing Documents

• hspo_def14a.htm (DEF 14A) — 614KB
• 0001929980-25-000665.txt ( ) — 615KB

From the Filing

DEF 14A 1 hspo_def14a.htm DEF14A hspo_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Horizon Space Acquisition I Corp. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. Horizon Space Acquisition I Corp. 1412 Broadway, 21st Floor, Suite 21V New York, NY 10018 NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS IN LIEU OF AN ANNUAL GENERAL MEETING TO BE HELD ON OCTOBER 27, 2025 TO THE SHAREHOLDERS OF HORIZON SPACE ACQUISITION I CORP.: You are cordially invited to attend an extraordinary general meeting of shareholders in lieu of an annual general meeting (the "Extraordinary Meeting") of Horizon Space Acquisition I Corp. (the "Company," "HSPO," "we," "us" or "our"), an exempted company incorporated with limited liability under the laws of the Cayman Islands, to be held at 9:00 a.m. Eastern Time, on October 27, 2025. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of the Company, the physical location of the Extraordinary Meeting shall be at the offices of Robinson & Cole LLP, 666 Third Avenue, 20th Floor, New York, NY 10017, and virtually via teleconference using the dial-in information: +1 813-308-9980 (Access Code: 173547). At the Extraordinary Meeting, the shareholders will consider and vote upon the following proposals: 1. Proposal No. 1 – NTA Requirement Amendment Proposal – A proposal by special resolution, to amend Articles 48.2, 48.4, 48.5, and 48.8 of the Company's amended and restated memorandum and articles of association (the "Current MAA"), in accordance with the form set forth in Annex A to the accompanying proxy statement, to eliminate the limitation that the Company may not redeem the Company's public shares in an amount that would cause the Company's net tangible assets to be less than US$5,000,001 following such redemptions (such proposal, the "NTA Requirement Amendment Proposal") (such amendment to the Current MAA as set forth in Annex A is herein referred to as the "NTA Requirement Amendment"). The full wording of the special resolution to approve the NTA Requirement Amendment Proposal is set out in Annex A to the accompanying proxy statement; 2. Proposal No. 2 – MAA Amendment Proposal - A proposal by special resolution, to amend Articles 48.7 and 48.8 of the Current MAA, in accordance with the form set forth in Annex B to the accompanying proxy statement, to provide that the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses, which we refer to as a "business combination," or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company's public shares included as part of the units sold in the Company's initial public offering that was consummated on December 27, 2022 (the "IPO"), by October 27, 2025 (the "Termination Date"), and if the Company does not consummate a business combination by October 27, 2025, the Termination Date may be extended up to six times, each by an additional one-month extension, for a total of up to six months to April 27, 2026 (the "New Monthly Extension"), without the need for any further approval of the Company's shareholders (such proposal, the "MAA Amendment Proposal") (such amendment to the Current MAA as set forth in Annex B is herein referred to as the "MAA Amendment"). The full wording of the special resolution to approve the MAA Amendment Proposal is set out in Annex B to the accompanying proxy statement; 3. Proposal No. 3 – Trust Amendment Proposal – A proposal to approve by the affirmative vote of at least a majority of the issued and outstanding ordinary shares of the Company, an amendment of the Investment Management Trust Agreement, dated December 21, 2022 (as the same may be amended, restated or supplemented, the "Trust Agreement"), substantively in the form set forth in Annex C to the accompanying proxy statement, by and between the Company and Continental Stock Transfer & Trust Company, to reflect the MAA Amendment (the "Trust Amendment" and such proposal, the "Trust Amendment Proposal" and, together with the MAA

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