[8-K] Horizon Space Acquisition II Corp. Ordinary share Reports Material Event

Rhea-AI Filing Summary

Horizon Space Acquisition II Corp. (Nasdaq: HSPT) filed an 8-K disclosing that, on 5 July 2025, it entered into an unsecured $300,000 sponsor promissory note. The note was issued to Horizon Space Acquisition II Sponsor Corp. and can be drawn from time to time to fund general working-capital needs until the SPAC closes its initial business combination.

Key terms

• Interest: 0% (non-interest bearing)
• Maturity: earliest of (i) consummation of a business combination or (ii) expiration of the SPAC’s permitted life
• Conversion option: Payee may convert some or all of the outstanding principal into private units (one ordinary share + one warrant + one right) at $10.00 per unit, with two business-day notice prior to the combination closing.
• Events of default: non-payment within five business days of maturity, bankruptcy, covenant breach, cross-default, enforcement actions, or illegality—each permitting acceleration.
• Securities law: issued under the Section 4(a)(2) private-placement exemption; conversion securities carry registration rights but are non-transferable until a business combination is completed.

The instrument constitutes both a material definitive agreement (Item 1.01) and a direct financial obligation (Item 2.03) and results in potential unregistered equity issuance (Item 3.02). A copy of the note is filed as Exhibit 10.1.

Positive

• Immediate liquidity: Provides $300,000 of working-capital funding without interest expense.
• Sponsor alignment: Conversion option at IPO price signals confidence and supports transaction completion.

Negative

• Potential dilution: Fixed $10 conversion could be dilutive if share price is below $10 at business-combination closing.
• Indicator of cash burn: Need for additional sponsor financing underscores limited operating cash outside trust.

Insights

SPAC Financial Analyst

TL;DR – Small, interest-free sponsor loan adds liquidity; limited dilution risk; overall neutral impact.

The $300k note represents less than 1% of typical SPAC trust proceeds, so liquidity support is modest but useful for covering operating costs such as due-diligence and extension fees. Zero interest lowers cash burn and conversion at $10 aligns with IPO pricing, capping dilution. Because the conversion price is fixed, downside exists if the ordinary share trades below $10 at de-SPAC, but that impact is immaterial relative to ~30–35 million shares usually outstanding. The sponsor’s willingness to finance indicates commitment, yet also signals the SPAC’s working-capital strain. Overall, the filing is routine housekeeping and does not materially alter the investment thesis.

Securities Counsel

TL;DR – Properly structured private placement; standard covenants; no immediate regulatory red flags.

The company leverages Section 4(a)(2) to avoid registration, consistent with sponsor-only financings. Restrictive transfer provisions satisfy safe-harbor expectations, and embedded conversion rights mirror the IPO warrant/right structure, maintaining parity. Default triggers are comprehensive, protecting the lender while preserving company flexibility. Given the immaterial size and absence of interest, the note should not raise concerns with Nasdaq or the SEC. Investors should monitor aggregate sponsor loans to gauge cumulative dilution risk.

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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 5, 2025

HORIZON SPACE ACQUISITION II CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42406		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)

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 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 5, 2025, Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $300,000 to Horizon Space Acquisition II 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: 333-282758), 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 5, 2025, issued by the Company to Horizon Space Acquisition II Sponsor Corp.
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 II Corp.
	By:	/s/ Mingyu (Michael) Li
	Name:	Mingyu (Michael) Li
	Title:	Chief Executive Officer
Date: July 8, 2025

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FAQ

How much funding did Horizon Space Acquisition II Corp. (HSPT) secure?

The SPAC issued a $300,000 unsecured promissory note to its sponsor.

Does the $300k note carry interest?

No. The note is non-interest bearing until maturity.

When does the promissory note mature?

It is due at the earliest of (i) the SPAC's business-combination closing or (ii) expiration of its charter term.

Can the sponsor convert the loan into equity of HSPT?

Yes. The sponsor may convert the principal into private units at $10.00 per unit with prior written notice.

What securities laws exemption was used for the issuance?

The note was issued under the Section 4(a)(2) private-placement exemption of the Securities Act.