UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
For Period Ended: March 31, 2026
| | ☐ | Transition Report on Form 10-K |
| | ☐ | Transition Report on Form 20-F |
| | ☐ | Transition Report on Form 11-K |
| | ☐ | Transition Report on Form 10-Q |
| | ☐ | Transition Report on Form N-SAR |
For the Transition Period Ended:
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ____________________
PART I - REGISTRANT INFORMATION
| HORIZON SPACE ACQUISITION II CORP. |
| (Full Name of Registrant) |
1412 Broadway
21st Floor, Suite 21V
New York, NY 10018
Address of Principal Executive Office (Street and Number)
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense. |
| | | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and |
| | | |
| | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
(Attach Extra Sheets if Needed)
Horizon Space Acquisition II Corp. (the “Company”) has encountered a delay in assembling the information and finalizing the registrant’s quarterly report on Form 10-Q for the period ended March 31, 2026. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company endeavors to file its quarterly report on Form 10-Q no later than the fifth calendar day following the prescribed filing date.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact to this notification |
| Mingyu (Michael) Li, Chief Executive Officer | | (646) 257-5537 |
| (Name) | | (Area Code) (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company anticipates that there will be a significant change in its results of operations for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily as a result of the payments of the extension fee and the redemption payment.
On or about November 17, 2025, February 18, 2026 and March 13, 2026, $690,000, $50,000, and $50,000 were respectively deposited into the trust account for the Company’s public shareholders, which enabled the Company to extend the period of time it has to consummate its initial business combination.
Additionally, in connection with the Company’s extraordinary general meeting held on February 13, 2026 where the shareholders approved the Company’s Amended and Restated Memorandum and Articles of Association to extend the period of time it has to consummate its initial business combination, an aggregate of 3,219,311 ordinary shares of HSPT were redeemed for $34,221,276 on March 17, 2026.
As a result of the payment of the extension fee and the redemption payment, the Company expects significant change in the results of the operation for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.
HORIZON SPACE ACQUISITION II CORP.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 15, 2026 | By: | /s/ Mingyu (Michael) Li | |
| | Name: | Mingyu (Michael) Li | |
| | Title: | Chief Executive Officer | |
INSTRUCTION. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001)
