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Horizon Space II (HSPT) sponsor exits after SL Science business combination

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Horizon Space Acquisition II Sponsor Corp. and Mingyu Li have filed Amendment No. 1 to their Schedule 13D to report that they no longer own any shares of Horizon Space Acquisition II Corp. (HSPT). The cover pages show 0 shares beneficially owned and 0% of the ordinary share class.

The change follows the June 12, 2026 business combination in which HSPT and SL Bio Ltd. became subsidiaries of SL Science Holding Limited (PubCo). In that transaction, each HSPT ordinary share was cancelled and exchanged for one PubCo ordinary share, and the sponsor ceased to hold any HSPT securities. This amendment is characterized as a final, "exit" filing for the reporting persons.

Positive

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Negative

  • None.

Insights

Filing records sponsor’s formal exit from HSPT after merger.

This amendment shows Horizon Space Acquisition II Sponsor Corp. and Mingyu Li now report 0 beneficial ownership and 0% of HSPT’s ordinary shares. The shift stems from completion of the business combination with SL Science Holding Limited and related merger steps.

Each HSPT unit was separated, rights converted into ordinary shares, and then all HSPT ordinary shares were cancelled for PubCo ordinary shares. As a result, HSPT became a PubCo subsidiary and the sponsor’s stake moved out of HSPT, prompting this final, exit Schedule 13D amendment. The filing mainly updates disclosure rather than introducing new economics.

Beneficial ownership (Sponsor) 0.00 shares Horizon Space Acquisition II Sponsor Corp. after amendment
Beneficial ownership (Mingyu Li) 0.00 shares Mingyu Li after amendment
Percent of class (Sponsor) 0% Ordinary Shares of HSPT after business combination
Percent of class (Mingyu Li) 0% Ordinary Shares of HSPT after business combination
Business combination closing date June 12, 2026 Consummation of Business Combination Agreement
Business Combination Agreement date May 9, 2025 Agreement among HSPT, SL Bio Ltd. and related entities
Business Combination Agreement financial
"On June 12, 2026, HSPT consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of May 9, 2025"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
beneficially own financial
"This Amendment is being filed because the Reporting Persons no longer beneficially own any Ordinary Shares of HSPT"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
dispositive power financial
"Mr. Li is the sole director of the Sponsor, beneficially owns 50% ... and has voting and dispositive power over securities held by the Sponsor"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Securities Purchase Agreement financial
"10.1 Securities Purchase Agreement by and among the Registrant and the sponsor, dated as of July 25, 2024"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Securities Transfer Agreement financial
"10.2 Securities Transfer Agreement, among the Registrant, the sponsor and the directors, dated as of July 26, 2024"
Private Units Subscription Agreement financial
"10.4 Private Units Subscription Agreement dated November 14, 2024 between the Sponsor and the Issuer."
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G4627B103

(CUSIP Number)
Mingyu Li
1412 Broadway, 21st Floor, Suite 21V
New York, NY, 10018
646-257-5537

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/12/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Horizon Space Acquisition II Sponsor Corp.
Signature:/s/ Mingyu Li
Name/Title:Sole Director
Date:06/17/2026
Mingyu Li
Signature:/s/ Mingyu Li
Name/Title:Mingyu Li
Date:06/17/2026

FAQ

What does this Schedule 13D/A amendment report for Horizon Space Acquisition II Corp. (HSPT)?

It reports that Horizon Space Acquisition II Sponsor Corp. and Mingyu Li now beneficially own zero HSPT ordinary shares, representing 0% of the class. The amendment is designated as a final, “exit” filing following completion of the business combination with SL Science Holding Limited on June 12, 2026.

Who are the reporting persons in this HSPT Schedule 13D/A filing?

The reporting persons are Horizon Space Acquisition II Sponsor Corp., a Cayman Islands exempted company that sponsored HSPT, and Mr. Mingyu Li. Mr. Li is the sponsor’s sole director, beneficially owns 50% of its outstanding shares, and is deemed to have voting and dispositive power over securities held by the sponsor.

What business combination led to the exit filing for HSPT on June 12, 2026?

On June 12, 2026, HSPT completed a business combination under a May 9, 2025 Business Combination Agreement with SL Science Holding Limited, CW Mega Limited, WW Century Limited, and SL Bio Ltd. HSPT and SL Bio became subsidiaries of SL Science Holding Limited following a two-step merger structure.

How were HSPT ordinary shares treated in the business combination described in this amendment?

Immediately before the first merger, each HSPT unit was split into one ordinary share and one right, and each right converted into one-tenth of an ordinary share. All resulting HSPT ordinary shares were then cancelled and exchanged for one newly issued PubCo ordinary share for each HSPT ordinary share.

Do Horizon Space Acquisition II Sponsor Corp. and Mingyu Li still hold any HSPT securities?

No. The cover page states that each reporting person beneficially owns 0.00 shares, representing 0% of HSPT’s ordinary shares. The amendment explains that, upon consummation of the June 12, 2026 business combination, the reporting persons no longer beneficially owned any HSPT securities, including ordinary shares.

What key agreements are referenced in this Horizon Space Acquisition II Corp. Schedule 13D/A?

The filing lists several agreements, including a Securities Purchase Agreement dated July 25, 2024, two Securities Transfer Agreements dated July 26, 2024, a Private Units Subscription Agreement dated November 14, 2024, and the Business Combination Agreement dated May 9, 2025 among HSPT, SL Bio Ltd. and related Cayman entities.