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Horizon Space Acquisition I (HSPO) - 2023 Q3 - Quarterly Report
2023-11-08 21:00
Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $794,031, consisting of interest and dividend income of $936,211, offset by operating costs of $142,180 [126]. - For the nine months ended September 30, 2023, the company had a net income of $2,250,037, with interest and dividend income of $2,577,275, offset by operating costs of $327,238 [127]. - The company has not generated any revenue to date and has incurred losses since inception due to formation and operating costs [108]. - The company has incurred increased expenses due to being a public company, impacting its financial position [125]. - Significant professional costs are expected to continue as the company remains publicly traded and pursues a business combination [134]. Cash and Investments - As of September 30, 2023, the company had cash of $289,464 available for working capital needs, with all remaining cash held in the Trust Account [129]. - As of September 30, 2023, the company had cash of $289,464 and working capital of $228,107 [134]. - The Trust Account held assets of $72,868,126, primarily in mutual funds, classified as trading securities [140]. - The net proceeds from the IPO have been invested in U.S. government treasury bills, notes, or bonds with a maturity of 185 days or less [159]. - The company has also invested in certain money market funds that invest solely in U.S. treasuries [159]. - Due to the short-term nature of these investments, the company believes there will be no associated material exposure to interest rate risk [159]. Business Combination and Operations - On October 24, 2023, a total of $70,000 was deposited into the Trust Account, extending the deadline for the initial business combination from October 27, 2023, to November 27, 2023 [104]. - The company has the option to extend the deadline for the initial business combination up to six times, each by one month, potentially extending to March 27, 2024 [115]. - On September 25, 2023, shareholders approved an amendment allowing the company to cease operations if it fails to complete a business combination by the termination date [114]. - If unable to complete a business combination by September 27, 2023, the company may commence voluntary liquidation [134]. - The company incurred deferred underwriting commissions of $2,415,000 payable to underwriters upon completion of the business combination [136]. Financing and Debt - The company issued unsecured promissory notes totaling $140,000 to evidence the payment of Monthly Extension Fees [120]. - The company may need additional financing to consummate the initial business combination or to meet obligations if cash on hand is insufficient [133]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023 [135]. Accounting and Compliance - The company accounts for share-based compensation expense in accordance with ASC 718, recognizing it over the requisite service period [144]. - The adoption of ASU 2020-06 on July 1, 2022, did not have a material effect on the company's financial statements [157]. - The company has no significant uncertain tax positions requiring recognition in its financial statements [151]. - As of September 30, 2023, the company was not subject to any market or interest rate risk [159].
Horizon Space Acquisition I (HSPO) - 2023 Q2 - Quarterly Report
2023-08-11 21:15
Financial Performance - The company had a net income of $757,286 for the three months ended June 30, 2023, primarily from interest and dividend income of $824,928 on investments held in the Trust Account, offset by operating costs of $67,642[107]. - For the six months ended June 30, 2023, the company reported a net income of $1,456,006, with interest and dividend income totaling $1,641,064 and operating costs of $185,058[107]. - The company reported a net loss, with undistributed income calculated by subtracting interest income and unrealized gains or losses from total net loss[128]. Cash and Working Capital - As of June 30, 2023, the company had cash of $374,628 available for working capital needs, with a total working capital of $440,287[113]. - 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[110]. IPO and Fundraising - The company raised gross proceeds of $69,000,000 from the IPO by selling 6,900,000 units at an offering price of $10.00 per unit[102]. - The company completed a private placement of 385,750 units at a purchase price of $10.00 per unit, generating gross proceeds of $3,857,500[103]. Assets and Investments - The total assets held in the Trust Account amounted to $71,861,915 as of June 30, 2023, primarily invested in mutual funds[120]. - As of June 30, 2023, assets in the Trust Account were primarily held in mutual funds and U.S. Treasury securities, classified as trading securities[131]. Business Operations and Future Outlook - The company expects to incur significant costs related to being a public company and pursuing a business combination, raising substantial doubt about its ability to continue as a going concern[113]. - The company has not yet identified a target business for its initial business combination and has not generated any revenue since its inception[101]. Debt and Obligations - The company has no long-term debt or capital lease obligations as of June 30, 2023, but is obligated to pay underwriters deferred fees of $2,415,000 upon completion of a business combination[116]. Taxation - The company is considered an exempted Cayman Islands Company, currently not subject to income taxes in the Cayman Islands or the United States, resulting in a de minimis tax provision[135]. Accounting Standards - The adoption of ASU 2020-06 on July 1, 2022, did not materially affect the company's financial statements[136]. Risk Exposure - As of June 30, 2023, the company was not exposed to market or interest rate risk, with IPO proceeds invested in U.S. government treasury bills and money market funds[138].
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].
Horizon Space Acquisition I (HSPO) - 2022 Q4 - Annual Report
2023-02-13 21:00
IPO and Financial Proceeds - 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[19]. - 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[21]. - Following the IPO on December 27, 2022, a total of $70,207,500 was placed in a U.S.-based Trust Account[65]. - The company incurred $5,422,124 in transaction costs related to the IPO, including $1,380,000 in underwriting discounts and commissions[75]. - The company completed a private placement of 385,750 units, generating gross proceeds of $3,857,500[199]. - The proceeds from the IPO and private placement are held in a trust account, totaling $70,207,500, and will be invested in U.S. government treasury bills[202]. - The Trust Account held assets of $70,220,851, primarily in U.S. Treasury securities, classified as trading securities[85]. - The ordinary shares subject to possible redemption totaled 6,900,000 shares at a redemption value of $10.177 per share, amounting to $70,220,851[190]. Business Combination Plans - The company has until September 27, 2023, to consummate its initial business combination, with the possibility of extending this period by up to six months[40]. - If the company fails to complete the business combination, it will liquidate the Trust Account and redeem 100% of the public shares[41]. - The company intends to acquire emerging growth companies that are either cash-generative or have the potential to generate cash[31]. - The target businesses should be close to an anticipated inflection point, requiring additional management expertise or innovation[32]. - The initial business combination must involve a target business with a fair market value of at least 80% of the Trust Account balance[42]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business, but may also consider acquiring less than 100% depending on various objectives[44]. - The company plans to effectuate its business combination using cash derived from the proceeds of the IPO, securities, debt, or a combination thereof[71]. - The company may need additional financing to complete its initial business combination or to meet obligations if cash on hand is insufficient[78]. - The company may extend the time to complete its initial business combination by up to six months, requiring a deposit of $690,000 for each three-month extension, totaling up to $1,380,000[149]. Financial Performance and Condition - The company has not generated any revenue since its inception and has incurred losses due to formation and operating costs[23]. - As of December 31, 2022, the company had a net loss of $123,960, consisting of formation and operating costs of $43,531 and share-based compensation expense of $93,780[74]. - The company has not generated any revenues to date and will only generate non-operating income in the form of interest income on cash and cash equivalents after the IPO[73]. - The company has significant ties to China through its CEO, who is located in China, but does not currently own or control any equity interest in any PRC company[46]. - Management has raised substantial doubt about the company's ability to continue as a going concern due to financial uncertainties[79]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2022[80]. - The accumulated deficit as of December 31, 2022, was $(1,744,886), contributing to a total shareholders' deficit of $(1,744,655)[190]. - The financial statements were prepared under the assumption that the company will continue as a going concern, despite the lack of revenue[182]. Corporate Governance - The board of directors consists of four members, with a staggered election system for three-year terms[122]. - The audit committee is composed of independent directors and is responsible for overseeing financial reporting and compliance[126]. - The compensation committee, also made up of independent directors, reviews and approves the CEO's compensation and evaluates performance[129]. - The company does not have a standing nominating committee, but independent directors can recommend nominees for board selection[132]. - The Chief Executive Officer, Chief Financial Officer, and Chairman of the board is Mingyu (Michael) Li, who has extensive experience in private equity and consulting[116]. - The company has established disclosure controls and procedures to ensure timely and accurate reporting in compliance with SEC rules[105]. - The company has determined that its board of directors consists of independent directors as defined by Nasdaq listing standards[161]. Internal Controls and Compliance - The company maintained effective internal control over financial reporting as of December 31, 2022, based on management's assessment using COSO criteria[110]. - There have been no changes in internal control over financial reporting that materially affected the company from June 14, 2022, to December 31, 2022[112]. - The company has not reported any disagreements with accountants on financial disclosure[104]. - The company has not established a formal policy for the review or approval of related party transactions, which may present conflicts of interest[152][156]. - The audit committee will review all payments made to founders or their affiliates on a quarterly basis[158]. Shareholder Information - As of December 31, 2022, the company had 9,210,750 Ordinary Shares issued and outstanding, with Mingyu (Michael) Li holding 2,092,750 shares, representing 22.72% of the total[141][142]. - The company issued 1,725,000 Ordinary Shares to the Sponsor at a purchase price of $25,000, approximately $0.0145 per share[144][145]. - The company has 2 holders of record for its units and 5 holders for its separately traded Ordinary Shares as of the date of the report[58]. Audit and Professional Fees - The total audit fees billed by UHY for professional services rendered for the audit of the annual financial statements from June 14, 2022, to December 31, 2022, amounted to $96,600[163]. - The company has not incurred any audit-related fees for the period from June 14, 2022, to December 31, 2022[164]. - The company has not paid for tax planning and tax advice or other services for the period from June 14, 2022, to December 31, 2022[165][166]. - The company incurred significant professional costs to remain publicly traded and expects to continue incurring transaction costs related to business combinations[79].