Horizon Space Acquisition II Stock Price, News & Analysis

Horizon Space Acquisition II Corp. (Nasdaq: HSPT) is a Cayman Islands exempted company that operates as a blank check company, also commonly referred to as a special purpose acquisition company (SPAC). According to its public disclosures, the company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

Horizon Space Acquisition II Corp. has its securities listed on The Nasdaq Stock Market LLC. Its ordinary shares trade under the symbol HSPT, its units (each consisting of one ordinary share and one right to acquire a fraction of an ordinary share) trade under HSPTU, and its rights trade under HSPTR, as disclosed in its current reports on Form 8-K. The company’s legal jurisdiction of incorporation is the Cayman Islands, and it operates in the Financial Services sector under the Shell Companies industry classification.

Business purpose and SPAC structure

As a SPAC, Horizon Space Acquisition II Corp. does not describe an operating business of its own in its disclosures. Instead, its stated objective is to identify and complete an initial business combination with one or more target businesses. The company’s charter provides a defined period to complete this initial business combination, with the ability to extend that period subject to specified conditions, including deposits into a trust account for the benefit of public shareholders.

The company’s filings describe the use of a trust account structure, where proceeds from its initial public offering are held for public shareholders while the company seeks a suitable business combination. Extensions of the deadline to complete a business combination may be funded through promissory notes that can, at the option of the payee, be converted into private units of Horizon Space Acquisition II Corp. These units typically consist of ordinary shares and rights, and in some cases warrants, as described in the company’s prospectus referenced in its Form 8-K filings.

Business combination with SL Bio Ltd. and PubCo structure

Horizon Space Acquisition II Corp. has announced that it entered into a definitive business combination agreement with SL Bio Ltd., a clinical-stage biomedical company. Under this Business Combination Agreement, a newly formed Cayman Islands exempted company, SL Science Holding Limited (referred to as the Combined Company or PubCo), is expected to become the listed entity on Nasdaq upon completion of the proposed transactions.

The transaction structure described in the announcement involves two mergers. First, CW Mega Limited, a Cayman Islands exempted company and a wholly owned subsidiary of PubCo (Merger Sub I), will merge with and into Horizon Space Acquisition II Corp., with Horizon Space Acquisition II Corp. surviving as a wholly owned subsidiary of PubCo. Second, WW Century Limited, another Cayman Islands exempted company and wholly owned subsidiary of PubCo (Merger Sub II), will merge with and into SL Bio Ltd., with SL Bio Ltd. surviving as a wholly owned subsidiary of PubCo. Following completion of these mergers, shareholders of Horizon Space Acquisition II Corp. and SL Bio Ltd. are expected to receive ordinary shares of PubCo as consideration, and PubCo ordinary shares are expected to be listed and traded on Nasdaq.

The announcement states that the proposed transactions have been unanimously approved by the boards of directors of both Horizon Space Acquisition II Corp. and SL Bio Ltd. The closing of the proposed business combination is subject to customary closing conditions, including regulatory and shareholder approvals. The company also notes that there can be no assurance that the proposed transactions will be consummated on the terms or timeframe contemplated, or at all.

Capital structure and financing arrangements

Horizon Space Acquisition II Corp.’s Form 8-K filings describe certain financing arrangements related to its efforts to complete an initial business combination and to extend the time available under its charter. In one filing, the company reports issuing an unsecured promissory note to its sponsor, Horizon Space Acquisition II Sponsor Corp., with proceeds available for general working capital purposes. The note bears no interest and is repayable upon the earlier of the consummation of the company’s business combination or the expiry of its term. The sponsor or its assignees have the right, but not the obligation, to convert the outstanding principal of this note into private units of the company, each unit consisting of one ordinary share, one warrant, and one right to receive one-tenth of one ordinary share upon consummation of a business combination, at a conversion price referenced to $10.00 per unit.

In another Form 8-K, the company discloses that, pursuant to its amended and restated memorandum and articles of association, it may extend the period of time to consummate a business combination by up to two three-month extensions, subject to deposits of specified extension fees into the trust account. The filing reports that a designee of the sponsor deposited an extension fee into the trust account, enabling an extension of the deadline to complete the initial business combination. In connection with this deposit, the company issued an unsecured promissory note that bears no interest and is payable upon the earlier of the consummation of the business combination or the expiry of the company’s term. The payee has the right, but not the obligation, to convert this note into private units, each consisting of one ordinary share and one right to receive one-tenth of one ordinary share, at a conversion price referenced to $10.00 per unit.

Regulatory reporting and governance

Horizon Space Acquisition II Corp. files reports with the U.S. Securities and Exchange Commission (SEC), including current reports on Form 8-K and an annual report on Form 10-K. These filings provide information on material definitive agreements, financing arrangements, extensions of the business combination deadline, and other significant corporate events. The company’s disclosures reference its charter, trust account arrangements, and the terms under which notes may be converted into private units with associated registration rights.

The company’s SEC filings identify its jurisdiction of incorporation as the Cayman Islands and confirm that its securities are registered under Section 12(b) of the Securities Exchange Act of 1934 and listed on Nasdaq. The filings also describe the classes of securities outstanding, including units, ordinary shares, rights, and, in some contexts, warrants associated with private units. Investors can review these documents on the SEC’s website for detailed information about the company’s structure, obligations, and the proposed business combination with SL Bio Ltd.

Position within the SPAC and financial services landscape

Within the Financial Services sector, Horizon Space Acquisition II Corp. is categorized under Shell Companies due to its SPAC structure and its focus on effecting a business combination rather than operating an ongoing commercial business. Its activities, as described in public disclosures, center on capital raising through its initial public offering, maintaining a trust account for public shareholders, negotiating a business combination agreement, and managing the timeline and financing necessary to complete that transaction.

The proposed combination with SL Bio Ltd. illustrates how a SPAC such as Horizon Space Acquisition II Corp. can serve as a vehicle for a private company to become publicly listed on a U.S. exchange. While the combined company’s future operations will depend on the completion of the proposed transactions and subsequent business decisions, Horizon Space Acquisition II Corp.’s role, as described in its disclosures, is to facilitate this process through its corporate structure, trust account, and shareholder approvals.

Key structural features highlighted in disclosures

• SPAC purpose: Formed to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.
• Jurisdiction and listing: A Cayman Islands exempted company with units, ordinary shares, and rights listed on The Nasdaq Stock Market LLC.
• Trust account and extensions: Utilizes a trust account for public shareholders and may extend its business combination deadline through deposits of extension fees, as described in its charter and Form 8-K filings.
• Promissory notes and conversion rights: Has issued unsecured promissory notes that bear no interest and may be converted, at the option of the payee, into private units consisting of ordinary shares, rights, and, in some cases, warrants.
• Proposed business combination: Entered into a definitive Business Combination Agreement with SL Bio Ltd., with a newly formed Cayman Islands company, SL Science Holding Limited (PubCo), expected to be listed on Nasdaq if the proposed transactions are completed.

Evergreen considerations for investors and observers

According to the company’s disclosures, the completion of its proposed business combination depends on regulatory approvals, shareholder approvals, and other customary closing conditions, and there is no assurance that the transaction will be completed. For those researching Horizon Space Acquisition II Corp., core evergreen aspects include its SPAC structure, its role as a blank check company in the Financial Services sector, its Cayman Islands incorporation, its Nasdaq listings for units, ordinary shares, and rights, and its stated purpose of effecting a business combination with one or more target businesses.