[8-K] Horizon Space Acquisition I Corp. Unit 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 28, 2025

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		HSPOU		The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share		HSPO		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50		HSPOW		The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-tenth of one Ordinary Share		HSPOR		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 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.

Horizon Space Acquisition I Corp., a Cayman Islands exempted company (the “Company” or “HSPO”), had until July 27, 2025 to complete its initial business combination pursuant to its amended and restated memorandum and articles of association. However, the Company may extend the period of time to consummate a business combination by up to five one-month extensions, up to December 27, 2025, subject to Horizon Space Acquisition I Sponsor Corp., a Cayman Islands company, the sponsor of the Company (the “Sponsor”) and/or its designee, depositing $120,000 (the “Monthly Extension Fee”) into the trust account of the Company (the “Trust Account”).

On July 25, 2025, an aggregate of $120,000 of the Monthly Extension Fee was deposited into the Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial business combination by one month from July 27, 2025 to August 27, 2025 (the “Extension”). The payment of the Monthly Extension Fee was made by Squirrel Enlivened (Hong Kong) Technology Limited ( “Squirrel HK”), pursuant to that certain Agreement and Plan of Merger (the “Business Combination Agreement”) dated September 16, 2024, by and among the Company, Squirrel Enlivened Technology Co., Ltd, a Cayman Islands exempted company (“Squirrel HoldCo”), Squirrel Enlivened International Co., Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of Squirrel HoldCo (“Squirrel Cayman”), Squirrel Enlivened Overseas Co., Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of Squirrel Cayman (“Merger Sub”) in connection with the proposed business combination (the “Business Combination”). The Company issued an unsecured promissory note in the aggregate principal amount of $120,000 (the “Note”) dated July 28, 2025 to Squirrel HK in connection with the payment of the Monthly Extension Fee.

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.

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) 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.

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Forward-Looking Statements

This Report 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 anticipated financial and operational results, projections of market opportunity and expectations, the estimated post-transaction enterprise value, the advantages and expected growth of Squirrel HoldCo and its subsidiaries, including among others Squirrel Cayman, Merger Sub, Shenzhen Squirrel Enlivened Media Group Co. Ltd (collectively as enumerated in accordance with the Business Combination Agreement, the “Squirrel Companies”) , the cash position of Squirrel Companies following the Merger Closing (as defined in the Business Combination Agreement), the ability of Squirrel Companies and HSPO 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 HSPO’s Annual Report on Form 10-K filed with the SEC on March 28, 2025 (the “Form 10-K”), HSPO’s final prospectus dated December 22, 2022 filed with the SEC (the “Final Prospectus”) related to HSPO’s initial public offering, and in other documents filed by HSPO 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-looking statements include: HSPO’s or Squirrel Companies’ limited operating history; the ability of HSPO or Parent to identify and integrate acquisitions; general economic and market conditions impacting demand for the services of Squirrel Companies; the inability to complete the proposed Business Combination; the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of cash available following any redemptions by HSPO shareholders; the ability to meet Nasdaq’s listing standards following the consummation of the proposed Business Combination; costs related to the proposed Business Combination; and such other risks and uncertainties as are discussed in the Form 10-K, the Final Prospectus and the proxy statement to be filed relating to the Business Combination. Other factors include the possibility that the proposed Business Combination do not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions.

Squirrel Companies and HSPO each expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of Squirrel Companies or HSPO with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Additional Information about the Transaction and Where to Find It

In connection with the proposed Business Combination, Squirrel Cayman has filed with the SEC a registration statement on Form F-4, which includes a preliminary proxy statement containing information about the proposed Business Combination and the respective businesses of Squirrel Companies and HSPO, as well as the prospectus relating to the offer of the Parent securities to be issued to in connection with the completion of the proposed Business Combination. After the registration statement is declared effective, HSPO will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed Business Combination.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. Shareholders of HSPO will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov.

Participants in the Solicitation

Squirrel HoldCo, Squirrel Cayman, HSPO and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from HSPO’s shareholders with respect to the proposed Business Combination. Information regarding HSPO’s directors and executive officers is available in HSPO’s filings with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the proxy solicitation relating to the proposed Business Combination and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus when it becomes available.

No Offer or Solicitation

This Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

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Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Extension Promissory Note, dated July 28, 2025, issued by the Company to Squirrel Enlivened (Hong Kong) Technology Limited.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 29, 2025	By:	/s/ Mingyu (Michael) Li
	Name:	Mingyu (Michael) Li
	Title:	Chief Executive Officer

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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.