[8-K] BayFirst Financial Corp. Reports Material Event

Rhea-AI Filing Summary

Horizon Space Acquisition I Corp. (NASDAQ: HSPOU) has secured a one-month extension to complete its initial business combination. On 25 Jul 2025, Squirrel Enlivened (Hong Kong) Technology Ltd. (“Squirrel HK”) deposited $120,000 into HSPO’s trust account, allowing the deadline to move from 27 Jul 2025 to 27 Aug 2025. The deposit represents the first of up to five optional monthly extensions—each costing $120,000—that could push the outside date to 27 Dec 2025.

In consideration for the payment, HSPO issued an unsecured, zero-interest promissory note to Squirrel HK for the same amount (Exhibit 10.1). The principal is due at the earlier of (i) consummation of the SPAC’s business combination with Squirrel Enlivened Technology Co., Ltd. and affiliates (collectively, the “Squirrel Companies”) or (ii) HSPO’s termination date. Events of default include non-payment within five business days of maturity, bankruptcy, breach, cross-defaults, enforcement actions or illegality, each of which could accelerate repayment.

The filing constitutes both an Entry into a Material Definitive Agreement (Item 1.01) and the Creation of a Direct Financial Obligation (Item 2.03). Although the $120k note is immaterial relative to SPAC trust assets, the extension averts near-term liquidation and preserves the pending merger announced 16 Sep 2024. Shareholders should monitor future extension fees, redemption levels and SEC filings (Form F-4/proxy) as key determinants of deal viability.

Positive

• Sponsor-funded $120k deposit signals continued commitment to close the Squirrel merger.
• Zero-interest, unsecured note avoids immediate cash strain and dilution for common shareholders.
• Extension averts automatic liquidation, preserving option value for investors through at least 27 Aug 2025.

Negative

• Merger timeline delayed again; up to four additional monthly extensions may be required through Dec 2025.
• Additional debt, though small, accumulates with each extension and reduces trust proceeds available for redemption.
• Default triggers could accelerate repayment if the business combination fails, adding legal complexity.

Insights

SPAC Analyst

TL;DR: One-month extension keeps HSPO alive; small cost, neutral valuation impact.

HSPO’s sponsor—via Squirrel HK—has fronted the first $120k extension payment, demonstrating commitment to the Squirrel combination while avoiding dilution because the note is non-interest-bearing and unsecured. The tiny liability (<1% of trust) has negligible balance-sheet impact, but investors gain another month to assess redemption pressure and proxy progress. Failure to close by December would trigger liquidation, so additional fees may still be needed. Overall, the step is procedurally positive yet financially immaterial—deal certainty remains the core driver.

Credit Analyst

TL;DR: New $120k note adds minimal leverage; default risk tied to merger success.

The promissory note carries no interest, short tenor and ranks behind trust assets; hence credit risk is low. However, six default triggers could accelerate repayment if the merger collapses or HSPO faces insolvency. While extension notes are standard for SPACs, repeated issuances would gradually erode residual cash available for redemptions. From a creditor standpoint, impact is neutral given the de minimis size and sponsor support.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 29, 2025 

BAYFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Florida

001-41068

59-3665079

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS employer identification no.)

700 Central Avenue

33701

St. Petersburg, Florida

(Zip Code)

(Address of principal executive offices)

(727) 440-6848

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:
Title of each class registered			Trading Symbol(s)			Name of exchange on which registered
Common Stock			BAFN			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter)

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On July 29, 2025, BayFirst Financial Corp. (the “Company”) issued a press release announcing its financial results for the second quarter of 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

The Company has prepared presentation materials (the “Conference Call & Webcast Presentation”) that management intends to use during its previously announced second quarter 2025 conference call on Wednesday, July 30, 2025 at 9:00 am Eastern Time, and from time to time thereafter in presentations about the Company’s operations and performance. The Company may use the Conference Call & Webcast Presentation, possibly with modifications, in presentations to current and potential investors, analysts, lenders, business partners, acquisition candidates, customers, employees and others with an interest in the Company and its business.

A copy of the Conference Call & Webcast Presentation is furnished as Exhibit 99.2 to this report and incorporated herein by reference. The Conference Call & Webcast Presentation is also available on the Company's website at www.bayfirstfinancial.com. Materials on the Company’s website are not part of, or incorporated by reference into, this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit Name

Filed Herewith

99.1

BayFirst Financial Corp. Press Release dated July, 29, 2025

*

99.2

BayFirst Financial Corp. Second Quarter 2025 Investor Presentation

*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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.

BAYFIRST FINANCIAL CORP.
Date:			7/29/2025
By:			/s/ Scott J. McKim
			Scott J. McKim
			Chief Financial Officer

FAQ

Why did Horizon Space Acquisition I Corp. (HSPOU) file this Form 8-K?

To disclose the $120,000 extension payment, related promissory note and resulting one-month extension of its merger deadline.

How long is HSPO’s new deadline to complete its business combination?

The deadline moved from 27 Jul 2025 to 27 Aug 2025; up to four more one-month extensions are possible.

Who funded the extension fee for HSPO?

Squirrel Enlivened (Hong Kong) Technology Ltd., a party to the pending merger, deposited the $120k fee.

What are the key terms of the $120,000 promissory note?

Unsecured, zero-interest, due at merger close or SPAC expiry; several default triggers could accelerate repayment.

Does the extension affect HSPO shareholders’ redemption rights?

No immediate change; redemption decisions will occur when the proxy/prospectus for the merger is circulated.