M&A - Horizon Space Acquisition II Corp.
Form Type: 10-Q
Filing Date: 2025-05-16
Corporate Action: Merger
Type: Update
Accession Number: 000192998025000444
Filing Summary: Horizon Space Acquisition II Corp., a Cayman Islands blank check company, filed its 10-Q for the quarterly period ending March 31, 2025, indicating a merger with SL Science Holding Limited and its subsidiaries. This merger, referred to as the SL Bio Business Combination, consists of two stages: the first involves Merger Sub I merging with Horizon Space and the second involves Merger Sub II merging with SL Bio. As of May 15, 2025, the company reported outstanding shares and financial details, including total assets of $70,559,648 and current liabilities of $291,651. The Company must complete its business combination within 12 months or dissolve. They incurred a net income of $472,592 and highlighted potential ongoing global conflicts affecting future business operations. Significant costs are anticipated in connection with remaining a public entity. The report also emphasizes the company's reliance on its private placement and initial public offering proceeds, with cash at $364,776. The financial statements reflect an increase in trust account investments and a detailed breakdown of shareholder equity and operations reporting, positioning for upcoming business activities and expected challenges.
Additional details:
Cik: 001-42406
Business Combination Agreement Date: 2025-05-09
Total Assets: 70,559,648
Total Liabilities: 291,651
Net Income: 472,592
Cash: 364,776
Ordinary Shares Outstanding: 9,080,000
Form Type: 8-K
Filing Date: 2025-05-12
Corporate Action: Merger
Type: New
Accession Number: 000192998025000400
Filing Summary: Horizon Space Acquisition II Corp. (HSPT) has entered into a Business Combination Agreement with SL Science Holding Limited and its subsidiaries to merge, which includes a two-step merger process. The first step involves Merger Sub I merging with HSPT, making HSPT a wholly-owned subsidiary of PubCo. Following this, Merger Sub II will merge with SL Bio, making SL Bio a wholly-owned subsidiary of PubCo. Upon completion, HSPT and SL Bio shareholders will receive PubCo Ordinary Shares worth USD 1.00 per share. The mergers are subject to shareholder approvals, regulatory approvals, and certain closing conditions. A joint press release regarding the Business Combination Agreement was issued on May 12, 2025.
Additional details:
Business Combination Agreement Date: 2025-05-09
First Merger Effective Time Conditions: approval by shareholders, effectiveness of proxy statement, regulatory approvals
First Merger Closing Details: HSPT merges with Merger Sub I, HSPT as surviving entity
Second Merger Closing Details: SL Bio merges with Merger Sub II, SL Bio as surviving entity
Exchange Ratio Details: based on an exchange ratio of $5.568 billion divided by the number of outstanding shares prior to the Second Merger
Registration Statement Filing Plan: PubCo intends to file with the SEC a registration statement on Form F-4 regarding the Transactions
Press Release Date: 2025-05-12
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