Horizon Space Acquisition I (HSPO)

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Horizon Space Acquisition I (HSPO) - 2024 Q4 - Annual Report
2025-03-28 01:35
IPO and Financing - The company completed its IPO on December 27, 2022, issuing 6,900,000 Public Units at an offering price of $10.00 per unit, generating gross proceeds of $69.0 million[17]. - The company also completed a Private Placement on the same day, selling 385,750 Private Units to the Sponsor for gross proceeds of $3,857,500[18]. - Total proceeds from the IPO and Private Placement amounted to $70,207,500, which were placed in a Trust Account for the benefit of public shareholders[19]. - The company has issued three unsecured promissory notes totaling $1 million to the Sponsor for general working capital purposes[49]. - An aggregate of $1,320,000 in extension fees has been deposited into the Trust Account, with $1,250,000 contributed by Shenzhen Squirrel[47]. - The company intends to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses, including deferred underwriting commissions of $2,415,000[132]. Business Combination and Shareholder Meetings - As of September 25, 2023, the company held a shareholder meeting to extend the deadline for completing its initial business combination to March 27, 2024, with a total of 562,779 Ordinary Shares redeemed, releasing approximately $5.93 million from the Trust Account[39]. - A second shareholder meeting on March 22, 2024, approved further extensions, allowing up to nine additional months to complete a business combination, with 815,581 Ordinary Shares redeemed, releasing approximately $8.86 million from the Trust Account[40]. - The company entered into a Business Combination Agreement with Squirrel Enlivened Technology Co., Ltd on September 16, 2024, involving a merger that will result in the cancellation of existing securities in exchange for newly issued shares of PubCo[24]. - The Sponsor Support Agreement was executed on September 16, 2024, where the Sponsor agreed to vote in favor of the Transactions and waive redemption rights[27]. - The company has until April 27, 2025, to consummate the Transactions, with a potential extension to December 27, 2025[53]. - The company must commence liquidation of the Trust Account by December 27, 2024, unless extended by up to twelve monthly extensions, each costing $120,000[46]. Financial Performance and Position - The company has not generated any revenue since its inception and has incurred losses due to formation and operating costs[21]. - As of December 31, 2024, the company reported a net income of $2,112,351, consisting of interest and dividend income of $3,171,545, offset by operating costs of $1,059,194[129]. - The company had cash of $7,815 and a working capital deficiency of $1,974,004 as of December 31, 2024[135]. - The company has incurred and expects to continue incurring significant professional costs to remain a publicly traded company, raising substantial doubt about its ability to continue as a going concern[135]. - The company has not generated any operating revenues to date and relies on interest income from the Trust Account[128]. - The company may need additional financing to consummate its initial business combination or to redeem a significant number of public shares[134]. Regulatory and Compliance Issues - The company received a Nasdaq noncompliance letter on October 3, 2024, regarding the minimum shareholder requirement, but subsequently applied for and was approved to transfer its listing to the Nasdaq Capital Market[35][36]. - The company is subject to PRC laws regarding foreign investments and data security, which may impact its ability to raise capital overseas[57]. - The company has submitted its application to the CSRC for the Transactions, which is currently under review[57]. - The company may need to procure additional permits and approvals for its operations post-Transactions, which could materially affect its business[58]. - The company has not received any denials or expirations of required licenses and approvals for its current business operations in China[58]. - The process of obtaining government approvals, such as from CFIUS, could be lengthy, risking liquidation if not completed in time[81]. Corporate Governance - The board of directors consists of four members, with terms expiring in 2025, 2026, and 2027 for different classes[180]. - Mingyu (Michael) Li serves as the Chief Executive Officer and has extensive experience in private equity and consulting, including leading multiple fundraising efforts[175]. - The audit committee is composed of independent directors Colon, Singh, and Gonzalez Caceres, ensuring compliance with Nasdaq standards[183]. - The compensation committee, chaired by Mark Singh, is responsible for reviewing and approving executive compensation policies and plans[186]. - A clawback policy was adopted on November 28, 2023, requiring executive officers to reimburse erroneously awarded compensation based on restated financial results[195][196]. - The company has established a code of ethics applicable to all directors, officers, and employees, which is available for public review[194]. Shareholder Information - The company has 4,168,739 Ordinary Shares issued and outstanding as of the date hereof[212]. - Mingyu (Michael) Li owns 2,092,750 Ordinary Shares, representing 50.20% of the total[213]. - The group of all officers and directors collectively owns 2,110,750 Ordinary Shares, accounting for 24.41% of the total[213]. - Horizon Space Acquisition I Sponsor Corp. is a 5% holder with 2,092,750 Ordinary Shares, also 50.20%[213]. - Westchester Capital Management, LLC holds 297,000 Ordinary Shares, which is 7.12% of the total[213]. - First Trust Merger Arbitrage Fund owns 280,410 Ordinary Shares, representing 6.73%[213]. - Mizuho Financial Group, Inc. has 399,500 Ordinary Shares, accounting for 9.58%[213]. - WOLVERINE ASSET MANAGEMENT LLC holds 398,712 Ordinary Shares, which is 9.56%[213].
Horizon Space Acquisition I Corp. Adjourned the Extraordinary General Meeting to December 23, 2024
GlobeNewswire· 2024-12-20 14:30
New York, NY, Dec. 20, 2024 (GLOBE NEWSWIRE) -- Horizon Space Acquisition I Corp. (the “Company”) (NASDAQ: HSPO) held its extraordinary general meeting of shareholders in lieu of an annual general meeting (the “Meeting”) as scheduled at 9:00 a.m. Eastern Time on December 20, 2024 solely to transact the business to adjourn the Meeting from 9:00 a.m. Eastern Time on December 20, 2024 to 9:00 a.m. Eastern Time on December 23, 2024 (the “Adjournment”) to allow the Company additional time to engage with its shar ...
Horizon Space Acquisition I Corp. Announces Revised Contribution to Trust Account in Connection with the Proposed Charter Amendment
Newsfilter· 2024-12-20 13:30
New York, Dec. 20, 2024 (GLOBE NEWSWIRE) -- Horizon Space Acquisition I Corp. (the "Company") (NASDAQ:HSPO) today announced that, in connection with its previously announced extraordinary general meeting of shareholders in lieu of an annual general meeting to be held on December 20, 2024 (the "Meeting"), the Company has revised the terms and conditions in connection with the proposal to amend the Company's current charter (the "MAA Amendment Proposal") and the proposal to amend the trust agreement with the ...
Horizon Space Acquisition I (HSPO) - 2024 Q3 - Quarterly Report
2024-11-14 21:15
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41578 HORIZON SPACE ACQUISITION I CORP. (Exact name of registrant as specified in its charter) | --- | --- | --- | |--------------------- ...
Horizon Space Acquisition I (HSPO) - 2024 Q2 - Quarterly Report
2024-08-09 20:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41578 HORIZON SPACE ACQUISITION I CORP. (Exact name of registrant as specified in its charter) | --- | --- | --- | |-------------------------- ...
Horizon Space Acquisition I (HSPO) - 2024 Q1 - Quarterly Report
2024-05-14 01:40
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41578 HORIZON SPACE ACQUISITION I CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdictio ...
Horizon Space Acquisition I (HSPO) - 2023 Q4 - Annual Report
2024-03-29 23:30
IPO and Financial Proceeds - The company completed its IPO on December 27, 2022, raising gross proceeds of $69.0 million from the sale of 6,900,000 Public Units at an offering price of $10.00 per unit[20]. - The total proceeds from the IPO and Private Placement amounted to $70,207,500, which were placed in a Trust Account for the benefit of public shareholders[22]. - A total of $70,207,500 from the IPO and Private Placement was placed in a Trust Account, with $10.175 per Public Unit[107]. - The company has broad discretion regarding the use of proceeds from the IPO and Private Placement, primarily for business combination and working capital[117]. - The company intends to use substantially all net proceeds from the IPO, including $2,415,000 for deferred underwriting commissions, to acquire target businesses and cover related expenses[136]. Business Combination and Strategy - The company has the option to extend the deadline for consummating a business combination up to March 27, 2024, with a Monthly Extension Fee of $70,000 for each extension[27]. - A non-binding Letter of Intent (LOI) was signed with Shenzhen Squirrel for a potential business combination, although no definitive agreements have been made yet[38]. - The company established a Special Committee to evaluate the proposed business combination with Shenzhen Squirrel, consisting of independent directors[39]. - The company intends to focus on acquiring emerging growth companies that are either cash-generative or have the potential to generate cash[45]. - The company aims to acquire target businesses that are close to an anticipated inflection point, focusing on those that require management expertise or can innovate through new products or services[46]. - The evaluation criteria for potential acquisitions include organic growth potential in cash flows, cost savings, accelerated growth opportunities, and prospects for value creation initiatives[47]. - The company has until April 27, 2024, to complete its initial business combination; failure to do so will result in the redemption of 100% of public shares for a pro rata portion of the Trust Account funds[53]. - The initial business combination must involve target businesses with a collective fair market value of at least 80% of the Trust Account balance at the time of the definitive agreement[55]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business[57]. Financial Performance and Condition - The Company reported a net income of $2,911,033, primarily from interest and dividend income of $3,471,188, offset by operating costs of $560,155[133]. - The Company incurred a net loss of $123,960 for the period from June 14, 2022, through December 31, 2022, due to formation and operating costs and share-based compensation expenses[134]. - The Company has a working capital deficiency of $114,810 as of December 31, 2023, raising substantial doubt about its ability to continue as a going concern[139]. - The Trust Account held assets valued at $67,946,855 as of December 31, 2023, primarily invested in mutual funds with underlying U.S. Treasury securities[145]. Regulatory and Compliance Issues - If the company acquires a PRC target company, it may need to obtain approval from Chinese authorities to list on U.S. exchanges, which could materially affect investor interests[60]. - The Holding Foreign Companies Accountable Act may restrict the company’s ability to complete business combinations with certain target businesses unless they meet PCAOB standards[68]. - The company is subject to the Holding Foreign Companies Accountable Act (HFCAA), which may impact its ability to maintain a listing on U.S. exchanges if its auditor cannot be inspected for two consecutive years[77]. - The PCAOB has determined it can now fully inspect registered public accounting firms in mainland China and Hong Kong, which may alleviate previous compliance concerns[76]. - The company may face challenges in enforcing legal rights in the PRC due to the lack of reciprocal recognition of judgments between the U.S. and China[64]. - The company’s auditor, UHY LLP, is registered with the PCAOB and subject to regular inspections, ensuring compliance with applicable professional standards[67]. Corporate Governance - The board of directors consists of four members, divided into three classes, with each class serving a three-year term[182]. - The audit committee is composed of three independent directors, meeting Nasdaq standards, with Mr. Colon serving as the Chairman[185]. - The compensation committee, also consisting of independent directors, is responsible for reviewing executive compensation arrangements[189]. - A clawback policy was adopted on November 28, 2023, requiring executive officers to reimburse any erroneously awarded compensation due to misconduct[196]. - All ongoing transactions with officers and directors will be on terms no less favorable than those available from unaffiliated third parties, requiring prior approval from the audit committee[204]. - The company will not consummate a business combination with an entity affiliated with any officers or directors without independent fairness opinions and disinterested director approval[205]. - All required ownership reports under Section 16(a) of the Exchange Act were timely filed by the relevant officers and directors during the fiscal year ended December 31, 2023[207]. Shareholder Information - As of the date of the report, there are 8,647,971 Ordinary Shares issued and outstanding[212]. - Mingyu (Michael) Li holds 2,092,750 Ordinary Shares, representing 24.20% of the total[213]. - The total beneficial ownership of all officers and directors as a group is 2,110,750 Ordinary Shares, or 24.41%[213]. - The Sponsor issued 1,725,000 Ordinary Shares at a purchase price of $25,000, approximately $0.0145 per share[216]. - As of December 31, 2023, there are 1,725,000 Founder Shares issued and outstanding[217]. - The Company completed the Private Placement of 385,750 Private Units at a purchase price of $10.00 per Private Unit[218]. - First Trust Merger Arbitrage Fund holds 509,580 Ordinary Shares, representing 5.89% of the total[213]. - Karpus Management, Inc. holds 602,900 Ordinary Shares, representing 6.97% of the total[213]. - Independent directors received a total of 18,000 Ordinary Shares from the Sponsor prior to the IPO[216]. Operational and Risk Management - The company has not generated any revenue since its inception and has incurred losses due to formation and operating costs[24]. - The company has no full-time employees and relies on its CEO to devote necessary time until a business combination is completed[85]. - The company pays $1,000 per month for office space and administrative support services[84]. - The company has not encountered any cybersecurity incidents since its IPO, indicating a low cybersecurity risk profile[93]. - The company has not adopted any formal cybersecurity risk management program, relying on management to assess threats[92]. - The company’s ability to complete a business combination may be limited by foreign investment regulations and CFIUS review processes[82]. - The company will incur significant professional costs to remain publicly traded and pursue a business combination[139].
Horizon Space Acquisition I (HSPO) - 2023 Q3 - Quarterly Report
2023-11-08 21:00
HORIZON SPACE ACQUISITION I CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41578 (State or other jurisdi ...
Horizon Space Acquisition I (HSPO) - 2023 Q2 - Quarterly Report
2023-08-11 21:15
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41578 HORIZON SPACE ACQUISITION I CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction ...
Horizon Space Acquisition I (HSPO) - 2023 Q1 - Quarterly Report
2023-05-09 20:19
Financial Position - As of March 31, 2023, the cash held for working capital needs was $402,754, with total assets in the Trust Account amounting to $71,036,987[106][117]. - The company has a working capital of $552,929 as of March 31, 2023, but faces substantial doubt about its ability to continue as a going concern without completing a business combination[110]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2023[111][113]. Income and Expenses - The company reported a net income of $698,136 for the three months ended March 31, 2023, primarily due to an unrealized gain of $816,136 on investments held in the Trust Account[105]. - Cash used in operating activities for the three months ended March 31, 2023, was $158,652[106]. - The company has incurred significant expenses related to being a public entity and expects to continue incurring such costs[104]. Business Strategy - The company plans to use substantially all net proceeds from the IPO, including $2,415,000 for deferred underwriting commissions, to acquire a target business[107]. - The company intends to use funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates over the next 12 months[108]. - The company has not generated any revenues to date and is focused on finding a suitable target for its initial business combination[104]. Investments and Risks - The company’s investments in the Trust Account are classified as trading securities and are presented at fair value[117]. - As of March 31, 2023, the company was not subject to any market or interest rate risk, with IPO proceeds invested in U.S. government treasury bills and money market funds[134]. Regulatory and Accounting Matters - The company is considered an exempted Cayman Islands Company and is not subject to income taxes in the Cayman Islands or the United States[132]. - The adoption of ASU 2020-06 on July 1, 2022, did not have a material effect on the company's financial statements[132].