SL Bio Files 425 for Business Combo with Horizon Space Acquisition II

TL;DR

**SL Bio just filed a 425, signaling a business combo with SPAC Horizon Space Acquisition II Corp.**

AI Summary

SL Bio Ltd. filed a Form 425 on March 24, 2026, related to a business combination with Horizon Space Acquisition II Corp. This filing indicates that SL Bio, a biological products company, is the 'Filed by' entity, while Horizon Space Acquisition II Corp., a blank check company, is the 'Subject' entity. This matters to investors because it signals a potential merger or acquisition, which could significantly impact the future valuation and operational direction of both companies, especially SL Bio as it transitions from a private to potentially public entity via the SPAC.

Why It Matters

This filing signals a significant step towards a potential merger or acquisition, which could transform SL Bio into a publicly traded company and offer Horizon Space Acquisition II Corp. a target for its SPAC funds.

Risk Assessment

Risk Level: medium — Business combinations, especially with SPACs, carry inherent risks related to deal completion, valuation, and post-merger integration.

Analyst Insight

Investors should monitor subsequent filings (like S-4s or definitive merger agreements) for details on valuation, deal structure, and the combined entity's business plan before making investment decisions.

Key Numbers

• 2026-03-24 — Filing Date (The date the Form 425 was filed by SL Bio Ltd.)
• 147566 — Document Size (bytes) (Size of the main Form 425 document (ea028319403-425_horizon2.htm))

Key Players & Entities

• SL Bio Ltd. (company) — the company filing the Form 425, a biological products company
• Horizon Space Acquisition II Corp. (company) — the subject company of the Form 425, a blank check company (SPAC)
• March 24, 2026 (date) — the filing date of the Form 425
• 0002070976 (company) — CIK for SL Bio Ltd.
• 0002032950 (company) — CIK for Horizon Space Acquisition II Corp.

Forward-Looking Statements

• The business combination between SL Bio Ltd. and Horizon Space Acquisition II Corp. will proceed. (SL Bio Ltd., Horizon Space Acquisition II Corp.) — medium confidence, target: 2027-03-24

FAQ

Key Financial Figures

• $0.0001 — nits, consisting of one ordinary share, $0.0001 par value, and one Right to acquire one
• $0.00001 — receive ordinary shares of par value of $0.00001 each of PubCo (the "PubCo Ordinary Shar
• $10.00 — ivate placement for a purchase price of $10.00 per PubCo Unit. Each PubCo Unit consist
• $7,800,000 — enerate gross proceeds of approximately $7,800,000. PubCo agreed to file a resale registr

Filing Documents

• ea028319403-425_horizon2.htm (425) — 144KB
• 0001213900-26-033588.txt ( ) — 146KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information disclosed under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.

01. Other Events

Item 8.01. Other Events. PIPE Agreements On May 9, 2025, Horizon Space Acquisition II Corp. ("HSPT") entered into the Business Combination Agreement (the "Business Combination Agreement") with SL Science Holding Limited, a Cayman Islands exempted company limited by shares ("PubCo"), CW Mega Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo ("Merger Sub I"), WW Century Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo ("Merger Sub II"), and SL BIO Ltd., a Cayman Islands exempted company limited by shares ("SL Bio"), pursuant to which, among other things, (i) Merger Sub I will merge with and into HSPT, with HSPT as the surviving entity and a wholly-owned subsidiary of PubCo (the "First Merger"), and (ii) following the First Merger, Merger Sub II will merge with and into SL Bio, with SL Bio as the surviving entity and a wholly-owned subsidiary of PubCo (the "Second Merger," and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the "Business Combination"). Upon the consummation of the Business Combination, each of HSPT and SL Bio will become a subsidiary of PubCo, and HSPT's shareholders and SL Bio's shareholders will receive ordinary shares of par value of $0.00001 each of PubCo (the "PubCo Ordinary Shares"). In connection with the Business Combination, as of the date hereof, PubCo has entered into subscription agreements (the "Subscription Agreements" and the transactions contemplated under the Subscription Agreements, the "PIPE Financing") with certain investors (the "PIPE Investors"), pursuant to which the PIPE Investors have committed to purchase an aggregate of 780,000 units of PubCo (the "PubCo Units"), in a private placement for a purchase price of $10.00 per PubCo Unit. Each PubCo Unit consists of (i) one PubCo Ordinary Share and (ii) one series A preferred share of PubCo, par value $0.00001 per sha

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes forward looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may be accompanied by words that convey projected future events or outcomes, such as "believe," "may," "will," "estimate," "continue," "anticipate," "design," "intend," "expect," "could," "plan," "potential," "predict," "seek," "target," "aim," "plan," "project," "forecast," "should," "would," or variations of such words or by expressions of similar meaning. Such forward-looking statements, including statements regarding the advantages and expected growth of the combined company, the cash position of the combined company following the closing, the ability of HSPT and SL Bio to consummate the proposed Business Combination and the timing of such consummation, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled "Risk Factors" in HSPT's Annual Report on Form 10-K filed with the SEC on March 27, 2025 (the "Form 10-K"), HSPT's final prospectus dated November 14, 2024 filed with the SEC (the "Final Prospectus") related to its initial public offering, the definitive proxy statement filed by HSPT with the SEC on January 13, 2026 in connection with Business Combination (as amended, restated and supplemented, the "Business Combination Proxy of the deadline complete HSPT's initial business combination (as amended and supplemented, the "Extension Proxy Statement") and in other documents filed by HSPT with the SEC from time to time. Important factors that could cause the combined company's actual results or outcomes to differ materially from those discussed in the forward

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Form of the Subscription Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Horizon Space Acquisition II Corp. By: /s/ Mingyu (Michael) Li Name: Mingyu (Michael) Li Title: Chief Executive Officer Date: March 24, 2026 3 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “ Subscription Agreement ”) is entered into on [ ], 2026 by and between SL Science Holding Limited, a Cayman Islands exempted company limited by shares (“ SLBT ” or “ PubCo ”), and the undersigned subscriber (the “ Investor ”). WHEREAS, this Subscription Agreement is being entered into in connection with the Business Combination Agreement, dated May 9, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement ”), by and among Horizon Space Acquisition II Corp., a Cayman Islands exempted company limited by shares (“ HSPT ”), SLBT, CW Mega Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“ Merger Sub I ”), WW Century Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“ Merger Sub II ”), and SL BIO Ltd., a Cayman Islands exempted company limited by shares (“ SL Bio ”), pursuant to which, among other things, (i) Merger Sub I will merge with and into HSPT, with HSPT as the surviving entity and a wholly-owned subsidiary of PubCo (the “ First Merger ”), and (ii) following the First Merger, Merger Sub II will merge with and into SL Bio, with SL Bio as the surviving entity and a wholly-owned subsidiary of PubCo (the “Second Merger,” and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the “ Transaction

View Full Filing

View this 425 filing on SEC EDGAR