Sponsor loan lets Horizon Space (HSPT) extend merger deadline
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Horizon Space Acquisition II Corp. extended the deadline to complete its initial business combination by one month, from April 18, 2026 to May 18, 2026. This is the third of up to twelve one‑month extensions allowed under its charter amendment.
The sponsor deposited a $50,000 extension fee into the company’s trust account and received an unsecured promissory note for the same amount. The note bears no interest and is due at the business combination or the company’s expiry, and may be converted into private units at $10.00 per unit.
Positive
- None.
Negative
- None.
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
Extension deadline: May 18, 2026
Extension fee deposited: $50,000
Promissory note principal: $50,000
+4 more
7 metrics
Extension deadline
May 18, 2026
New business combination deadline after third extension
Extension fee deposited
$50,000
Paid by sponsor into trust account for April 2026 extension
Promissory note principal
$50,000
Unsecured, interest-free note issued April 20, 2026
Conversion price
$10.00 per unit
Price for converting note into private units
Per-share extension formula
$0.033 per public share
Alternative calculation for monthly extension fee
Maximum extensions
12 one-month periods
Permitted under charter amendment through February 18, 2027
Extension sequence
Third extension
Third use of the twelve allowed monthly extensions
Key Terms
promissory note, trust account, business combination, unregistered sales of equity securities, +2 more
6 terms
promissory note financial
"the Company issued an unsecured promissory note of $50,000 (the “Note”)"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
trust account financial
"$50,000 of the Extension Fee was deposited into the Trust Account"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
business combination financial
"the Company has until February 18, 2026 to complete 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.
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
registration rights regulatory
"The Units ... issuable upon conversion of the Note ... 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.
event of default financial
"The following shall constitute an event of default: (i) a failure to pay"
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.
FAQ
What did Horizon Space Acquisition II Corp. (HSPT) announce in this Form 8-K?
Horizon Space Acquisition II Corp. disclosed a one-month extension of its business combination deadline to May 18, 2026. The extension is funded by a $50,000 sponsor payment into the trust account, documented through an unsecured, interest-free promissory note convertible into private units.
How is Horizon Space Acquisition II (HSPT) funding the latest extension?
The extension is funded by a $50,000 payment from the sponsor into the company’s trust account. In return, the company issued an unsecured promissory note for $50,000, bearing no interest and payable at the business combination or company expiry, with an option to convert into private units.
How long can Horizon Space Acquisition II Corp. (HSPT) continue extending its merger deadline?
Under its charter amendment, Horizon Space Acquisition II Corp. can extend its business combination deadline up to twelve times by one month each. The current move is the third extension, pushing the deadline to May 18, 2026, with potential extensions available through February 18, 2027.
What are the key terms of the $50,000 promissory note issued by HSPT?
The promissory note is unsecured, has a principal amount of $50,000, and bears no interest. It is payable upon the earlier of the business combination or the company’s expiry and can be converted into private units at $10.00 per unit at the sponsor’s option before closing.
Can the Horizon Space Acquisition II (HSPT) sponsor trade the units from converting the note immediately?
No. Any private units, and their underlying securities issued upon conversion of the note, generally cannot be transferred or sold until completion of the company’s initial business combination. These securities are, however, entitled to registration rights once issued.