Filed by SL BIO Ltd.
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: February 18, 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): February 12, 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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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
1.01. Entry into a Material Definitive Agreement.
On
February 13, 2026, Horizon Space Acquisition II Corp. (“HSPT” or the “Company”), a Cayman Islands exempted company
held an extraordinary general meeting (the “Extension EGM”), where the shareholders of the Company approved, among others,
the Company to amend the Investment Management Trust Agreement dated November 14, 2024 (the “Trust Agreement”), by and between
the Company and Wilmington Trust, National Association (the “Trustee”) to provide that the Trustee must commence liquidation
of the Company’s trust account (the “Trust Account”) only and promptly after its receipt of the applicable instruction
letter delivered by the Company in connection with either a closing of an initial business combination or the Company’s inability
to effect an initial business combination by February 18, 2026, or up to February 18, 2027, if extended by depositing per month the lesser
of (i) $50,000 for all remaining public shares and (ii) $0.033 for each remaining public share in the Trust Account. Upon the shareholders’
approval, on February 17, 2026, the Company and the Trustee entered into the amendment to the Trust Agreement (the “Trust Amendment”).
A
copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The
foregoing description of the Trust Amendment does not purport to be complete and is subject to, and is qualified in its entirety by,
the full text of the Trust Amendment.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At
the Extension EGM, the
shareholders of the Company approved the proposal to amend Articles 48.7 and 48.8 of the Company’s Amended and Restated Memorandum
and Articles of Association (the “Current MAA”) to provide that the Company must (i) consummate a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses,
or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase
100% of the Company’s public shares included as part of the units sold in the Company’s initial public offering that was
consummated on November 18, 2024, by February 18, 2026 (the “Termination Date”), and if the Company does not consummate a
business combination by February 18, 2026, the Termination Date may be extended up to twelve times, each by an additional one-month extension,
for a total of up to twelve months to February 18, 2027, without the need for any further approval of the Company’s shareholders
(such amendment to the Current MAA, the “MAA Amendment”).
A
copy of the MAA Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. The
foregoing description of the MAA Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the
full text of the MAA Amendment.
Item
5.07. Submission of Matters to a Vote of Security Holders.
Extraordinary
General Meeting to Approve the Business Combination
On
February 12, 2026, HPST held an extraordinary general meeting (the “Business Combination EGM”) in connection with the Business
Combination (as defined below) contemplated by that certain Business Combination Agreement, dated May 9, 2025 (as amended, supplemented,
or otherwise modified from time to time, the “Business Combination Agreement”), by and among SL Science Holding Limited,
a Cayman Islands exempted company limited by shares (“PubCo”), HSPT, CW Mega Limited, a Cayman Islands exempted company limited
by shares (“Merger Sub I”), WW Century Limited, a Cayman Islands exempted company limited by shares (“Merger Sub II”),
and SL BIO Ltd., a Cayman Islands exempted company limited by shares (“SL Bio”), pursuant to which, among other things, (i) Merger
Sub I will merge with and into HSPT, with HSPT as the surviving entity and a wholly-owned subsidiary of PubCo (the “First
Merger”), and (ii) following the First Merger, Merger Sub II will merge with and into SL Bio, with SL Bio as the surviving
entity and a wholly-owned subsidiary of PubCo (the “Second Merger,” and together with the First Merger and the other
transactions contemplated by the Business Combination Agreement, the “Business Combination”).
The
Business Combination is described in the definitive proxy statement filed by HSPT (as amended, restated or supplemented, the “Business
Combination Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) on January 13, 2026.
On December 29, 2025, the record date for the Business Combination EGM, there were 9,080,000 ordinary shares of HSPT entitled to be voted
at the Business Combination EGM, approximately 68.26% of which were represented in person or by proxy at the Business Combination EGM.
The
final results for each of the matters submitted to a vote of HSPT’s shareholders at the Business Combination EGM, each of which
is described in detail in the Business Combination Proxy Statement, are as follows. The adjournment proposal described in the Business
Combination Proxy Statement was not presented at the Business Combination EGM because there were enough votes to approve the other proposals
presented at the Business Combination EGM.
1.
The Business Combination Proposals
The
shareholders approved the following proposals by special resolutions:
| (a) | (i) the
Business Combination Agreement and (ii) other Transaction Documents (as defined in the
Business Combination Agreement) be approved, ratified and confirmed in all respects; |
| (b) | the
Business Combination which includes the First Merger followed by the Second Merger, and other
transactions contemplated in the Business Combination Agreement be approved, ratified and
confirmed in all respects; and |
| (c) | the
plan of First Merger in relation to the First Merger and the filing of the plan of First
Merger with the Registrar of Companies of the Cayman Islands be approved, ratified, and confirmed
in all respects. |
The
voting results were as follows:
|
FOR |
|
AGAINT |
|
ABSTAIN |
|
BROKER
NON-VOTE |
| 5,031,013 |
|
1,166,644 |
|
0 |
|
0 |
2.
Amended M&A Proposal
By
way of a special resolution, the shareholders approved, ratified and confirmed in all respects the amendment and restatement of memorandum
and articles of association of PubCo. The voting results were as follows:
|
FOR |
|
AGAINT |
|
ABSTAIN |
|
BROKER
NON-VOTE |
| 5,031,013 |
|
1,166,644 |
|
0 |
|
0 |
3.
Sole Director Appointment Proposal
By
way of an ordinary resolution, the shareholders approved, ratified and confirmed in all respects the appointment of William Wang Ching-Dong
as the sole director of HSPT, with effect from the First Merger Effective Time (as defined in the Business Combination Agreement). The
voting results were as follows:
|
FOR |
|
AGAINT |
|
ABSTAIN |
|
BROKER
NON-VOTE |
| 5,031,013 |
|
1,166,644 |
|
0 |
|
0 |
Extraordinary
General Meeting to Approve the Extension of the Business Combination Deadline
On December 29, 2025, the record date for the Extension EGM, there were 9,080,000 ordinary shares of HSPT entitled to be voted at the
Extension EGM, approximately 73.26% of which were represented in person or by proxy at the Extension EGM.
The
final results for each of the matters submitted to a vote of HSPT’s shareholders at the Extension EGM, each of which is described
in detail in the definitive proxy statement filed by the HSPT with the SEC on February 3, 2026 (as amended and supplemented, the “Extension
Proxy Statement”), are as follows. The adjournment proposal described in the Extension Proxy Statement was not presented at the
Extension EGM because there were enough votes to approve the other proposals presented at the Extension EGM.
1.
The MAA Amendment Proposal
By
way of a special resolution, the shareholders approved
the proposal to amend the Company’s Current MAA to provide that the Company must (i) consummate a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses, which
we refer to as a “business combination,” or (ii) cease its operations except for the purpose of winding up if it fails to
complete such business combination and redeem or repurchase 100% of the Company’s public shares included as part of the units sold
in the Company’s initial public offering that was consummated on November 18, 2024, by February 18, 2026, and if the Company does
not consummate a business combination by February 18, 2026, the Termination Date may be extended up to twelve times, each by an additional
one-month extension, for a total of up to twelve months to February 18, 2027, without the need for any further approval of the Company’s
shareholders. The voting results were as follows:
|
FOR |
|
AGAINT |
|
ABSTAIN |
|
BROKER
NON-VOTE |
| 5,735,413 |
|
916,398 |
|
0 |
|
0 |
2.
The Trust Amendment Proposal
By
way of a special resolution, the shareholders approved, ratified and confirmed in all respects the Trust Amendment. The
voting results were as follows:
|
FOR |
|
AGAINT |
|
ABSTAIN |
|
BROKER
NON-VOTE |
| 5,735,413 |
|
916,398 |
|
0 |
|
0 |
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 Business Combination Proxy Statement,
the Extension Proxy Statement 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 Business Combination Proxy Statement, the Extension 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 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
INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, BUSINESS COMBINATION PROXY STATEMENT, EXTENSION 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.
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 |
| 3.1 |
|
Amendment to the Amended and Restated Memorandum and Articles of Association. |
| 10.1 |
|
Amendment to the Investment Management Trust Agreement dated February 17, 2026, by and between the Company and Wilmington Trust, National Association. |
| 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. |
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|
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By: |
/s/
Mingyu (Michael) Li |
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Name: |
Mingyu (Michael) Li |
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Title: |
Chief Executive Officer |
Date:
February 18, 2026
Exhibit 3.1
Special Resolution of the Shareholders of the
Company - MAA Amendment Proposal
It is resolved as a special
resolution that the amended and restated memorandum and articles of association of Horizon Space Acquisition II Corp. be amended by deleting
Articles 48.7 and 48.8 in their entirety and replacing them with the following:
“48.7 Notwithstanding
any other provision of the Articles and the prospectus relating to the IPO, the Company shall consummate a Business Combination by February
18, 2026, provided however that if the board of Directors anticipates that the Company may not be able to consummate a Business Combination
by February 18, 2026, the Company may, without the need for any further approval of the Members, extend the period of time to consummate
a Business Combination up to twelve times, each by an additional month (for a total of up to twelve months until February 18, 2027)
to complete a Business Combination, subject to the Sponsor or its designees depositing additional funds into the Trust Account for each
one month period in accordance with terms as set out in the trust agreement governing the Trust Account and referred to in the prospectus
relating to the IPO. In the event that the Company does not consummate a Business Combination by February 18, 2026, or (in
the case of up to twelve valid extensions of an additional twelve month) February 18, 2027, or such later time as the Members may approve
in accordance with the Articles, the Company shall:
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(a) |
cease all operations except for the purpose of winding up; |
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|
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(b) |
as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $50,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and |
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(c) |
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. |
48.8 In the event that any
amendment is made to the Articles:
| |
(a) |
to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination by February 18, 2026 (or, if such period of time to consummate a Business Combination is extended as described in Article 48.7, up to February 18, 2027), or such later time as the Members may approve in accordance with the Articles; or |
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(b) |
with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.” |
Exhibit 10.1
TRUST AMENDMENT
February 17, 2026
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST
AGREEMENT (this “Amendment”) is made as of February 17, 2026, by and between Horizon Space Acquisition II Corp., a Cayman
Islands company (the “Company”), and Wilmington Trust, National Association (the “Trustee”). Capitalized terms
contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain
Investment Management Trust Agreement, dated November 14, 2024, by and between the parties hereto (as the same may be amended, restated
or supplemented, the “Trust Agreement”).
WHEREAS, Pursuant to Section 1(i) of the Trust
Agreement, the Trustee agrees to commence liquidation of the Trust Account and distribute the Property in the Trust Account after receipt
of, and only in accordance with, a Termination Letter; or in the event that a Termination Letter has not been received by the Trustee
by November 18, 2024 (12 months after the closing of the IPO) or, in the event that the Company extended the time to complete the Business
Combination for two times, each for a three-month extension for a total of up to six months to May 18, 2026 (18 months after the closing
of the IPO) but has not completed the Business Combination within the applicable time period;
WHEREAS, Section 6(c) of the Trust Agreement provides
that Section 1(i) of the Trust Agreement may only be modified, amended or deleted without (x) the approval of at least two-thirds of the
shareholders of the Company who attend and vote at a general meeting of the Company, or (y) the approval by unanimous written resolutions
of all shareholders of the Company;
WHEREAS, the Company further obtained the approval
of at least two-thirds of the shareholders of the Company who attend and vote at a general meeting of the Company;
WHEREAS, each of the Company and Trustee desire
to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual
agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Amendments to Trust Agreement. |
Section 1(i) of the Trust Agreement is
hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the
Trust Account only after and within two business days following (x) receipt of, and only in accordance with the terms of, a letter from
the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized Representative (as such term is defined
below), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less
up to $50,000 of interest that may be released to the Company to pay liquidation expenses), only as directed in the Termination Letter
and other documents referred to therein, or (y) upon the date which is the later of (1) February 18, 2026, or February 18, 2027 if the
Company extends the time to complete its initial Business Combination, and (2) such a later date as may be approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of associations (the “Memorandum
and Articles”); provided, if a Termination Letter has not been received by the Trustee prior to such date, in
which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company
to pay liquidation expenses) shall be distributed to the Public Shareholders of record as of such date; provided, further,
that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if
the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause
(y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date
the Property has been distributed to the Public Shareholders;”
| 2. |
Miscellaneous Provisions. |
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|
| 2.1. |
Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns. |
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| 2.2. |
Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
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| 2.3. |
Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. |
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| 2.4. |
Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
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| 2.5. |
Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof. |
| |
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| 2.6. |
Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. |
IN WITNESS WHEREOF, the parties have duly
executed this Amendment as of the date first set forth above.
| |
HORIZON
SPACE ACQUISITION II CORP. |
| |
|
| |
By: |
/s/
Mingyu (Michael) Li |
| |
Name: |
Mingyu
(Michael) Li |
| |
Title: |
Director
and Chief Executive Officer |
| |
|
|
|
WILMINGTON
TRUST, NATIONAL ASSOCIATION,
as
Trustee |
| |
|
| |
By: |
/s/
Daniel Barnes |
| |
Name: |
Daniel
Barnes |
| |
Title: |
Assistant
Vice President |
