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
Core Viewpoint - Horizon Space Acquisition I Corp. is seeking shareholder approval for amendments to its charter and trust agreement, which will allow for extended time to complete a business combination until December 27, 2025, with revised terms for trust account contributions [6][13]. Group 1: Company Proposals - The Company has proposed amendments to its current charter (MAA Amendment Proposal) and the trust agreement (Trust Amendment Proposal) to facilitate a business combination [13]. - If approved, the Company can extend the deadline for completing a business combination up to twelve times, each by one month, until December 27, 2025 [6][13]. - The New Monthly Extension requires a contribution of $120,000 to the trust account for all remaining public shares, compared to the previous requirement of $60,000 or $0.04 per share [6]. Group 2: Shareholder Information - The record date for determining shareholders entitled to vote at the Meeting is November 14, 2024, and shareholders can vote even if they have sold their shares after this date [14]. - Shareholders who have already voted do not need to take further action unless they wish to change their vote [14]. - The Company encourages shareholders who have not yet voted to do so as soon as possible [14]. Group 3: Regulatory Compliance - The Company will file a current report on Form 8-K in connection with each New Monthly Extension as per applicable rules and regulations [9]. - The definitive proxy statement filed with the SEC on November 19, 2024, will be amended to include information about the New Extension Fee and proposed amendments [12]. - Investors are urged to read the definitive proxy statement and other documents filed with the SEC for important information [12].
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].