What are the key terms of the $500,000 sponsor note for HSPOF?

The sponsor note has $500,000 principal , bears no interest , and is payable at the earlier of the company’s business combination or term expiry. It includes customary events of default that can lead to acceleration of the outstanding principal amount.

How can the HSPOF sponsor note be converted into equity?

The sponsor may elect to convert outstanding principal into private units at $10.00 per unit . Each unit comprises one ordinary share, one warrant and one right to receive one-tenth of an ordinary share, with notice given before closing the business combination.

How will Horizon Space Acquisition I (HSPOF) use proceeds from the sponsor note?

The company plans to use all proceeds from the $500,000 unsecured sponsor note for general working capital purposes. Funds may be drawn down from time to time until Horizon Space Acquisition I consummates its initial business combination.

Horizon Space Acquisition I (HSPOF) issues $500K convertible sponsor note

Q: What agreement did Horizon Space Acquisition I (HSPOF) enter into on July 20, 2026?

Horizon Space Acquisition I entered into an unsecured $500,000 promissory note with its sponsor. The note provides working capital, carries no interest, and is a direct financial obligation of the company until its business combination or the expiry of its term.

Q: What restrictions apply to units issued upon conversion of the HSPOF note?

Any units, and underlying securities, issued on conversion cannot generally be transferred or sold until completion of the initial business combination, subject to limited exceptions. These securities are also entitled to registration rights for future resale registration.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Horizon Space Acquisition I Corp. entered into a $500,000 unsecured promissory note with its sponsor to provide general working capital. The note bears no interest and is due upon the earlier of completing an initial business combination or the expiry of the company’s term.

The sponsor may, at its option, convert outstanding principal into private units at $10.00 per unit, with each unit consisting of one ordinary share, one warrant and one right to receive one-tenth of an ordinary share upon a business combination. The note was issued as an unregistered security under Section 4(a)(2), and any units issued on conversion will be restricted from transfer until the business combination and will carry registration rights.

Filing Explained

The July 20 note creates a debt obligation with no reported draw, while any share issuance remains conditional on sponsor conversion.

On July 20, 2026, Horizon Space Acquisition I Corp. issued its sponsor an unsecured promissory note; the proceeds may be drawn over time for general working capital.

The note creates a direct debt obligation payable when the company completes its initial business combination or when its term expires, whichever comes first. The filing establishes the principal amount and drawdown facility but does not report that any particular amount has been drawn.

The equity effect is contingent, not current: units are issuable only if the payee converts outstanding principal before the business-combination closing, so this filing does not report an ordinary-share issuance. If conversion occurs, the unit's ordinary share would increase the total share count and reduce existing holders' percentage ownership absent offsetting changes.

As of March 31, 2026, the company reported cash and equivalents of $25,977 and first-quarter operating cash outflow of $169,917; the note's stated working-capital purpose is relevant to disclosed liquidity without showing cash received.

The filing's stated resolution points are a drawdown, a conversion notice delivered at least two business days before the business-combination closing, repayment at the earlier maturity event, or acceleration following a listed default.

Sources and calculations

July 20, 2026 Form 8-K (2026-07-20)
Dilution definition (2026-07-17)
2026 first-quarter fundamentals (2026-03-31)

Cash and equivalents vs quarterly operating cash outflow, in days of cash use $25,977 / ($169,917 / 90) = [object Object]

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Promissory note principal: $500,000 Conversion price per unit: $10.00 Ordinary share par value: $0.0001 +2 more

5 metrics

Promissory note principal $500,000 Unsecured note issued to sponsor for general working capital

Conversion price per unit $10.00 Price used to convert outstanding principal into private units

Ordinary share par value $0.0001 Par value of each ordinary share underlying units and listed securities

Public warrant exercise price $11.50 Each redeemable warrant exercisable for one Ordinary Share at this price

Right share entitlement one-tenth of one Ordinary Share Each right entitles holder to one-tenth of one Ordinary Share

Key Terms

unsecured promissory note, business combination, event of default, registration rights, +1 more

5 terms

unsecured promissory note financial

"issued an unsecured promissory note in the principal amount of $500,000"

An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.

business combination financial

"until the Company consummates its initial business combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

event of default financial

"The following shall constitute an event of default"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

registration rights financial

"The Units ... are entitled to registration rights"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/21/2026 - 04:21 PM Accepted by SEC EDGAR 07/21/2026 - 04:20 PM

FAQ

What agreement did Horizon Space Acquisition I (HSPOF) enter into on July 20, 2026?

Horizon Space Acquisition I entered into an unsecured $500,000 promissory note with its sponsor. The note provides working capital, carries no interest, and is a direct financial obligation of the company until its business combination or the expiry of its term.

What restrictions apply to units issued upon conversion of the HSPOF note?

Any units, and underlying securities, issued on conversion cannot generally be transferred or sold until completion of the initial business combination, subject to limited exceptions. These securities are also entitled to registration rights for future resale registration.

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 20, 2026

HORIZON SPACE ACQUISITION I CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-41578	N/A
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

1412 Broadway, 21st Floor, Suite 21V

New York, NY 10018

(Address of principal executive offices)

(646) 257-5537

(Registrant’s telephone number, including area code)

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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	Trading Symbol	Name of each exchange on which registered
Units, consisting of one Ordinary Share, $0.0001 par value, one redeemable Warrant to acquire one Ordinary Share, and one Right to acquire one-tenth of one Ordinary Share	HSPUF	OTC Market Group, Inc.
Ordinary Shares, par value $0.0001 per share	HSPOF	OTC Market Group, Inc.
Redeemable Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50	HSPWF	OTC Market Group, Inc.
Rights, each whole right to acquire one-tenth of one Ordinary Share	HSPRF	OTC Market Group, Inc.

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 1934 (§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 1.01. Entry into a Material Definitive Agreement.

The disclosures set forth under Item 2.03 are incorporated by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 20, 2026, Horizon Space Acquisition I Corp., a Cayman Islands exempted company (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $500,000 to Horizon Space Acquisition I Sponsor Corp., a Cayman Islands company, the sponsor of the Company (the “Sponsor”). The proceeds of the Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes.

The Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Note may be accelerated.

The payee of the Note, the Sponsor, or its registered assignees or successors in interest (the “Payee”), has the right, but not the obligation, to convert the Note, in whole or in part, respectively, into private units (the “Units”) of the Company, each consisting of one ordinary share, par value $0.0001 per share (the “Ordinary Share”), one warrant, and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of a business combination, as described in the prospectus of the Company (File No: 333-268578), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the business combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the payee by (y) $10.00.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Note does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Note.

Item 3.02. Unregistered Sales of Equity Securities.

The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Units (and the underlying securities) issuable upon conversion of the Note, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Payee until the completion of the Company’s initial business combination and (2) are entitled to registration rights.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Sponsor Promissory Note, dated July 20, 2026, issued by the Company to Horizon Space Acquisition I Sponsor Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 I Corp.

Date: July 21, 2026	By:	/s/ Mingyu (Michael) Li
	Name:	Mingyu (Michael) Li
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 SPONSOR PROMISSORY NOTE 37.9 KB