SL Science Holding Limited
pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Horizon Space Acquisition II
Corp.
Commission File No.: 333-292214-01
Date: January 30, 2026
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): January
30, 2026
HORIZON SPACE ACQUISITION II CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42406 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
1412 Broadway
21st Floor, Suite 21V
New York, NY 10018
(Address of principal executive offices)
Tel: (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, and one Right to acquire one-tenth of one ordinary share |
|
HSPTU |
|
The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share |
|
HSPT |
|
The Nasdaq Stock Market LLC |
| Rights, each whole right to acquire one-tenth of one ordinary share |
|
HSPTR |
|
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 8.01 Other Events.
Additional Definitive Proxy Solicitation Materials
On January 13, 2026, Horizon
Space Acquisition II Corp. (“HSPT”) filed a definitive proxy statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (as amended and supplemented, the “Definitive Proxy Statement”) with the Securities and
Exchange Commission (the “SEC”) for the solicitation of proxies in connection with an extraordinary general meeting (the “Extraordinary
Meeting”) of HSPT’s shareholders to be held on February 3, 2026 in connection with the proposed business combination
(the “Business Combination”) between HSPT and SL BIO Ltd., a Cayman Islands exempted company limited by shares (“SL
Bio”).
On January 30, 2026, HSPT issued
a press release announcing the postponement of the Extraordinary Meeting (the “Postponement”) to February 12, 2026, at 9:00
a.m. Eastern Time (the “Rescheduled Meeting Time”), in order to allow additional time for HSPT to engage with its shareholders.
The record date for determining HSPT’s shareholders entitled to receive notice of and to vote at the Meeting remains the close of
business on December 29, 2025 (the “Record Date”). Shareholders as of the Record Date who have previously submitted their
proxies or otherwise voted and who do not want to change their vote need not take any action. Shareholders who have not yet done so are
encouraged to vote as soon as possible. As a result of the Postponement, the deadline for HSPT’s public shareholders to deliver
their redemption requests is extended to 5:00 p.m. Eastern Time on February 10, 2026.
Other than the Rescheduled
Meeting Time, there is no change to information contained in the Definitive Proxy Statement. There is no change to the location, the Record
Date, or any of the other proposals to be acted upon at the Extraordinary Meeting. The physical location of the Extraordinary Meeting
remains at the offices of Robinson & Cole LLP located at 666 Third Avenue, 20th Floor, New York, NY 10017,
and virtually via teleconference using the dial-in information: +1 813-308-9980 (Access Code: 173547), or at such other time,
on such other date and at such other place to which the Meeting may be postponed or adjourned.
If you have questions regarding
the certification of your position or delivery of your shares, please contact:
VStock Transfer, LLC
18 Lafayette Place, Woodmere,
New York 11598
Email: action@vstocktransfer.com
Attn: Action Team
HSPT’s shareholders who
have questions regarding the Postponement of the Extraordinary Meeting or the impact on the votes casted, or would like to request documents
may contact HSPT’s proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by
email at ksmith@advantageproxy.com.
A copy of the press release
is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 dated
January 13, 2026 filed with the SEC and the amendments and supplements thereto in connection with the Business Combination, 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-looking statements include: SL Bio’s or
the combined company’s limited operating history; the ability of SL Bio or the combined company to identify and integrate
acquisitions; general economic and market conditions impacting demand for the products of SL Bio or the combined company; 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
HSPT’s shareholders; the ability to meet stock exchange’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 Definitive Proxy Statement and the amendments and supplements thereto. 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.
SL Bio, PubCo (as defined below)
and HSPT 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 SL Bio, PubCo or HSPT 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, SL Science Holding Limited, a Cayman Islands exempted company limited by shares (“PubCo”) has filed
with the SEC the registration statement on Form F-4 (the “Registration Statement”), which includes the Definitive Proxy
Statement containing information about the proposed Business Combination. The Registration Statement was declared effective on January 13,
2026, and the Definitive Proxy Statement is first being mailed to HSPT’s shareholders as of the Record Date established for voting
on the proposed Business Combination on or about January 13, 2026.
INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY 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 HSPT will also be able to obtain copies of the Definitive Proxy Statement without charge, at
the SEC’s website at www.sec.gov.
Participants in the Solicitation
PubCo, SL Bio, HSPT and their
respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from HSPT’s
shareholders with respect to the proposed Business Combination. Information regarding HSPT’s directors and executive officers is
available in HSPT’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 are contained in the Definitive Proxy Statement.
No Offer or Solicitation
This Current Report on Form 8-K
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 of 1933, as amended.
Item 9.01 Financial Statements
and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated January 30, 2026. |
| 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 II Corp. |
| |
|
| |
By: |
/s/ Mingyu (Michael) Li |
| |
Name: |
Mingyu (Michael) Li |
| |
Title: |
Chief Executive Officer |
Date: January 30, 2026
Exhibit 99.1
Horizon Space Acquisition II Corp. Postponed
the Extraordinary General Meeting to February 12, 2026 and Extended the Redemption Request Deadline
New York, NY, Jan. 30, 2026 (GLOBE NEWSWIRE)
-- Horizon Space Acquisition II Corp. (the “Company” or “HSPT”) (NASDAQ: HSPT) today announced that it
postponed the extraordinary general meeting (the “Extraordinary Meeting”) originally scheduled at 9:00 a.m. Eastern
Time, on February 3, 2026, to 9:00 a.m. Eastern Time, on February 12, 2026 (the “Postponement”) to allow the Company
additional time to engage with its shareholders.
There is no change to the location, the record
date, the purpose or any of the proposals to be acted upon at the Meeting. The physical location of the Meeting remains at the offices
of Robinson & Cole LLP, 666 Third Avenue, 20th Floor, New York, NY 10017, and virtually via teleconference using the dial-in information:
+1 813-308-9980 (Access Code: 173547). The record date for determining the Company’s shareholders entitled to receive notice of
and to vote at the Meeting remains the close of business on December 29, 2025
(the “Record Date”). Shareholders as of the Record Date can vote, even if they have subsequently sold their shares.
Shareholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any
action. Shareholders who have not yet done so are encouraged to vote as soon as possible. As a result of the Postponement, the deadline
for the Company’s public shareholders to deliver their redemption requests is extended to 5:00
p.m. Eastern Time on February 10, 2026.
If you have questions regarding the certification
of your position or delivery of your shares, please contact:
VStock Transfer, LLC
18 Lafayette Place, Woodmere,
New York 11598
Email: action@vstocktransfer.com
Attn: Action Team
The Company’s shareholders who have questions
regarding the Postponement of the Meeting or the impact on the votes casted, or would like to request documents may contact the Company’s
proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.
Forward-Looking Statements
This press release 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 Ltd. (“SL Bio”) to
consummate the proposed business combination (the “Business Combination”) as contemplated in the definitive proxy statement
(as amended and supplemented, the “Definitive Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”)
on January 13, 2026, 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 dated January 13, 2026 filed with the SEC
and the amendments and supplements thereto in connection with the Business Combination, 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-looking statements include: SL Bio’s or the combined company’s limited operating history;
the ability of SL Bio or the combined company to identify and integrate acquisitions; general economic and market conditions impacting
demand for the products of SL Bio or the combined company; 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 HSPT’s shareholders; the ability to meet stock exchange’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 Definitive Proxy Statement and the amendments and supplements thereto.
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.
SL Bio, PubCo (as defined below) and HSPT 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 SL Bio, PubCo or HSPT 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,
SL Science Holding Limited, a Cayman Islands exempted company limited by shares (“PubCo”) has filed with the SEC the registration
statement on Form F-4 (the “Registration Statement”), which includes the Definitive Proxy Statement containing information
about the proposed Business Combination. The Registration Statement was declared effective on January 13, 2026, and the Definitive
Proxy Statement is first being mailed to HSPT’s shareholders as of the Record Date established for voting on the proposed Business
Combination on or about January 13, 2026.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY 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 HSPT will also be able to obtain copies of the Definitive Proxy Statement without charge, at
the SEC’s website at www.sec.gov.
Participants in the Solicitation
PubCo, SL Bio, HSPT and their respective directors
and executive officers and other persons may be deemed to be participants in the solicitation of proxies from HSPT’s shareholders
with respect to the proposed Business Combination. Information regarding HSPT’s directors and executive officers is available in
HSPT’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 are contained in the Definitive Proxy Statement.
No Offer or Solicitation
This press release 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 of 1933, as amended.
About Horizon Space Acquisition II Corp.
Horizon Space Acquisition II Corp. is a blank
check company, also commonly referred to as a special purpose acquisition company, or SPAC, 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.
Contact Information:
Michael Li
Chief Executive Officer
Horizon Space Acquisition II Corp.
(646)257-5537
mlee@horizonspace.cc
