IPO and Fundraising - 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[17]. - The company also completed a Private Placement on the same day, generating gross proceeds of $3,857,500 from the sale of 385,750 Private Units at a purchase price of $10.00 per unit[18]. - 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[19]. - 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 - The company entered into a Business Combination Agreement with Squirrel Enlivened Technology Co., Ltd on September 16, 2024, to effect a merger[24]. - The merger will involve the cancellation of all outstanding securities of HoldCo in exchange for newly issued shares of PubCo, with a valuation of $200,000,000[26]. - The Business Combination Agreement requires net tangible assets of at least $5,000,001 upon consummation[52]. - The company is currently in the process of a business combination with Squirrel Enlivened Technology Co., Ltd, which is expected to involve a merger and reorganization[111]. Financial Performance - 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]. - For the year ended December 31, 2023, the company had a net income of $2,911,033, with interest and dividend income of $3,471,188, offset by operating costs of $560,155[130]. - 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 and significant transaction costs in pursuit of a business combination[135]. Shareholder Actions and Meetings - The company held three shareholder meetings to extend the deadline for completing its initial business combination, with significant redemptions occurring at each meeting[37][39][40]. - In the September 2023 Shareholder Meeting, 562,779 Ordinary Shares were redeemed, resulting in approximately $5.93 million released from the Trust Account[39]. - The Company received redemption requests from public shareholders totaling 3,663,651 Ordinary Shares, resulting in approximately $41.73 million released from the Trust Account[41]. - The Company has until April 27, 2025, to consummate the Transactions, extendable to December 27, 2025, if necessary[53]. Regulatory and Compliance Matters - The company received a notification from Nasdaq on October 3, 2024, regarding noncompliance with the Minimum Total Holders Rule, but it is not an imminent delisting[35]. - The company applied for a transfer to the Nasdaq Capital Market, which was approved on November 12, 2024, with trading commencing on November 14, 2024[36]. - The Company is subject to PRC laws regarding overseas offerings, which may require additional approvals[57]. - The Company has submitted its application to the CSRC for the Transactions, which is currently under review[57]. 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, Chief Financial Officer, Director, and Chairman, with extensive experience in private equity and consulting[175]. - The audit committee is composed of independent directors Colon, Singh, and Gonzalez Caceres, ensuring compliance with Nasdaq standards[183]. - The company has established a code of ethics applicable to all directors, officers, and employees[194]. Shareholder Ownership - 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].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $296,392, down from $794,031 in the same period of 2023, reflecting a decrease of approximately 62.7%[118]. - For the nine months ended September 30, 2024, the company had a net income of $1,659,067, compared to $2,250,037 for the same period in 2023, indicating a decline of about 26.2%[119]. - As of September 30, 2024, the company had cash of $128,169 available for working capital needs, with a working capital deficiency of $1,476,824[124]. - The company incurred cash used in operating activities of $655,112 for the nine months ended September 30, 2024[120]. Capital Structure and Funding - The company has no revenue and has incurred losses since inception, relying on working capital from the IPO and loans from sponsors[93]. - The IPO generated gross proceeds of $69,000,000 from the sale of 6,900,000 units at an offering price of $10.00 per unit[94]. - A private placement raised an additional $3,857,500 from the sale of 385,750 units at the same price of $10.00 per unit[95]. - The total proceeds from the IPO and private placement amounted to $70,207,500, which were placed in a trust account for public shareholders[96]. - The company issued two unsecured promissory notes totaling $700,000 to the Sponsor, which will be used for general working capital purposes[114]. - The company plans to use substantially all net proceeds from the IPO, including funds in the Trust Account, to acquire a target business and cover related expenses, including deferred underwriting commissions of $2,415,000[121]. - The company may need additional financing to complete its initial business combination or to meet obligations if cash on hand is insufficient[123]. Business Combination and Compliance - The company entered into a Business Combination Agreement with Squirrel Enlivened Technology Co., Ltd on September 16, 2024[97]. - The Business Combination will involve a merger where Squirrel HoldCo will merge into Squirrel Cayman, followed by a merger of Merger Sub into the company[99]. - The company has until November 27, 2024, to complete its initial business combination, with the possibility of extending this deadline through monthly extensions[112]. - A total of $620,000 in Monthly Extension Fees has been deposited into the Trust Account to extend the time for the business combination[113]. - The company received a Nasdaq noncompliance letter on October 3, 2024, regarding the requirement of at least 400 shareholders for continued listing[109]. - The company has until November 19, 2024, to submit a plan to regain compliance with Nasdaq's Minimum Total Holders Rule[110]. Assets and Investments - The assets held in the Trust Account amounted to $62,103,769 as of September 30, 2024, primarily invested in mutual funds[131]. - As of September 30, 2024, the assets held in the Trust Account were primarily in mutual funds and U.S. Treasury securities, classified as trading securities[142]. Tax and Regulatory 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, resulting in a de minimis tax provision for the period presented[146]. - The company has identified the Cayman Islands as its only major tax jurisdiction, with no significant uncertain tax positions expected[144][145]. - Management does not anticipate any significant uncertain tax positions that would require recognition in the financial statements[144]. - The adoption of ASU 2020-06 on January 1, 2024, did not have a material effect on the company's financial statements[147]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[148]. Going Concern - The company has determined that conditions raise substantial doubt about its ability to continue as a going concern if a business combination is not completed by December 27, 2024[124]. Fair Value Measurement - The fair value hierarchy is categorized into three levels: Level 1 based on unadjusted quoted prices in active markets, Level 2 based on quoted prices in active or similar markets, and Level 3 based on unobservable inputs[140][141].

Financial Performance - The company has not generated any revenue since its inception and has incurred losses primarily from formation and operating costs[92]. - For the three months ended June 30, 2024, the company reported a net income of $629,211, down from $757,286 in the same period of 2023[104]. - The company incurred operating costs of $155,009 for the three months ended June 30, 2024, compared to $67,642 in the same period of 2023[104]. Capital Structure - The IPO raised gross proceeds of $69,000,000 from the sale of 6,900,000 units at an offering price of $10.00 per unit[93]. - A private placement generated an additional $3,857,500 from the sale of 385,750 units at the same price of $10.00 per unit[94]. - The company plans to use the net proceeds from the IPO to acquire a target business and cover related expenses, including deferred underwriting commissions of $2,415,000[107]. - The Company issued an unsecured promissory note of $300,000 to the Sponsor, which will be used for general working capital purposes[114]. Financial Position - As of June 30, 2024, the company had cash of $21,876 and a working capital deficiency of $797,478[110]. - As of June 30, 2024, the assets held in the Trust Account amounted to $61,128,031, primarily in mutual funds[116]. - The fair value of investments held in the Trust Account is determined using available market information, classified as trading securities[116]. Business Combination - The company has until August 27, 2024, to complete its initial business combination, with the possibility of extending this deadline up to nine months[96]. - A non-binding Letter of Intent was signed with Shenzhen Squirrel Enlivened Media Group for a potential business combination[97]. Accounting and Taxation - The Company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment upon further review[118]. - The Company does not have any critical accounting estimates that could significantly affect reported amounts[115]. - The Company is considered an exempted Cayman Islands Company and is not subject to income taxes in the Cayman Islands or the United States[130]. - The Company’s tax provision was deemed to be de minimis for the period presented[130]. - The adoption of ASU 2020-06 on January 1, 2024, did not have a material effect on the Company’s financial statements[131]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[133].

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) | --- | --- | --- | |------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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) | --- | --- | |-----------------------------------------|- ...

Financial Performance - The company had a net income of $794,031 for the three months ended September 30, 2023, primarily from interest and dividend income of $936,211 on investments held in the Trust Account, offset by operating costs of $142,180[109]. - For the nine months ended September 30, 2023, the company reported a net income of $2,250,037, consisting of interest and dividend income of $2,577,275, with operating costs amounting to $327,238[110]. - The company has not generated any revenue to date and has incurred losses since inception due to formation and operating costs[90]. Capital Raising - The company raised gross proceeds of $69,000,000 from the IPO by selling 6,900,000 Public Units at an offering price of $10.00 per unit[91]. - The company completed a Private Placement of 385,750 units, generating gross proceeds of $3,857,500 at a purchase price of $10.00 per unit[92]. Cash and Working Capital - 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[112]. - As of September 30, 2023, the company had cash of $289,464 and working capital of $228,107, raising substantial doubt about its ability to continue as a going concern[117]. Business Combination - The company has until September 27, 2023, to consummate an initial business combination, with the possibility of extending this period up to March 27, 2024, through monthly extensions[95]. - The company has entered into a non-binding letter of intent with Shenzhen Squirrel Enlivened Media Group Co. Ltd for a potential business combination[103]. Trust Account and Liabilities - The Trust Account held assets of $72,868,126 as of September 30, 2023, primarily in mutual funds, classified as trading securities[123]. - The company has no long-term debt or capital lease obligations as of September 30, 2023, and is obligated to pay underwriters a deferred fee of 3.5% of the IPO gross proceeds[119]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of September 30, 2023[118]. - Upon completion of a business combination, $2,415,000 will be paid to underwriters from the Trust Account[119]. Professional Costs and Taxation - The company has incurred significant professional costs to remain publicly traded and expects to continue incurring these costs[117]. - The company is considered an exempted Cayman Islands Company and is not subject to income taxes in the Cayman Islands or the United States[138]. - The company has not identified any significant uncertain tax positions requiring recognition in its financial statements[136]. Market and Risk Factors - The company was not subject to any market or interest rate risk as of September 30, 2023, with investments primarily in U.S. government treasury securities[141]. - The company has determined that its warrants qualify for equity accounting treatment[125].

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[87]. - 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[87]. - The company reported a net income (loss) per ordinary share, calculated based on undistributed income (loss) allocable to redeemable and non-redeemable shares[105]. 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[93]. - The company raised gross proceeds of $69,000,000 from the IPO by selling 6,900,000 Public Units at an offering price of $10.00 per unit[81]. - 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[82]. 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[99]. - As of June 30, 2023, the assets held in the Trust Account were primarily in mutual funds and U.S. Treasury securities, classified as trading securities[109]. Business Operations and Risks - The company has not engaged in any operations or generated any revenues since its inception, relying on working capital from the IPO and loans from sponsors[80]. - If a business combination is not completed by September 27, 2023, the company may commence voluntary liquidation[93]. - The company expects to incur significant costs related to being a public company and pursuing a business combination, including deferred underwriting commissions of $2,415,000[90]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023[94]. Tax and Valuation - The company's tax provision was deemed de minimis, as it is an exempted Cayman Islands Company and not subject to income taxes in the Cayman Islands or the United States[113]. - The company has established a valuation allowance for deferred tax assets when it is more likely than not that they will not be realized[110]. - The company has identified no significant uncertain tax positions requiring recognition in its financial statements[111]. - The company does not anticipate any adjustments that would result in a material change to its financial position regarding income tax positions[111]. Financial Instruments and Measurement - The fair value hierarchy for financial instruments is categorized into three levels, with Level 1 based on unadjusted quoted prices in active markets[107]. - The fair value measurement techniques include market approach, income approach, and cost approach[106]. - The adoption of ASU 2020-06 on July 1, 2022, did not have a material effect on the company's financial statements[114]. - The company is not subject to any market or interest rate risk as of June 30, 2023, with investments in U.S. government treasury bills and money market funds[116].

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[93][83]. - 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[87]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2023[89][88]. - The company has established a plan to address going concern uncertainties through working capital loans from its sponsor or affiliates[87]. 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, offset by operating costs of $117,416[82]. - The company incurred cash used in operating activities of $158,652 during the three months ended March 31, 2023[83]. - The company expects to incur significant professional costs to remain publicly traded and pursue a business combination[87]. - The company has not generated any revenues to date and is focused on identifying a suitable target for its initial business combination[81]. Investments and Securities - The company’s investments in the Trust Account are classified as trading securities and are presented at fair value[93]. - As of March 31, 2023, the company is not subject to any market or interest rate risk, with IPO proceeds invested in U.S. government treasury bills and money market funds[111]. Taxation - The company is incorporated in the Cayman Islands and is considered an exempted company, currently not subject to income taxes in the Cayman Islands or the United States[108]. - The tax provision for the period presented is deemed to be de minimis, with no significant uncertain tax positions requiring recognition in the financial statements[108]. - The company has identified the Cayman Islands as its only "major" tax jurisdiction[106]. - The company does not anticipate any adjustments that would result in a material change to its financial position regarding income tax positions[106]. - Potential examinations by foreign taxing authorities may include questioning the timing and amount of deductions and compliance with foreign tax laws[107]. - The company’s policy for recording interest and penalties associated with audits is to include them as a component of income tax expense[106]. - The evaluation of tax positions was performed for the 2022 tax year, which is the only period subject to examination[106]. Accounting Policies - The adoption of ASU 2020-06 on July 1, 2022, did not have a material effect on the company's financial statements[109]. - Management believes that no recently issued accounting pronouncements will have a material effect on the financial statements if adopted[110].

IPO and Fundraising - 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[11]. - The company also completed a Private Placement on the same day, generating gross proceeds of $3,857,500 from the sale of 385,750 Private Units at a purchase price of $10.00 per unit[12]. - 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[13]. Business Operations and Strategy - The company has not generated any revenue since its inception and has incurred losses due to formation and operating costs[15]. - The company intends to acquire emerging growth companies that are either cash-generative or have the potential to generate cash[25]. - The management team aims to create shareholder value by improving operating efficiency and implementing revenue-driven strategies[21]. - The company plans to evaluate potential acquisition targets based on criteria such as organic growth potential, cost savings, and opportunities for follow-on acquisitions[22]. - The management team has extensive experience in capital markets and business acquisitions, enhancing the company's ability to identify suitable targets[20]. Business Combination Timeline and Conditions - The company has until September 27, 2023, to consummate its initial business combination, with the option to extend this period by up to six months[30]. - If the company fails to complete the business combination within the specified time, it will redeem 100% of its public shares for a pro rata portion of the funds in the Trust Account[31]. - The initial business combination must involve a target business with a fair market value of at least 80% of the Trust Account balance[32]. - The company anticipates acquiring 100% of the equity interests or assets of the target business, but may consider alternative structures[34]. Financial and Market Risks - As of December 31, 2022, the company was not subject to any market or interest rate risk, with IPO proceeds invested in U.S. government treasury securities[87]. - The company does not expect to require permission from Chinese authorities for its operations or IPO, as it will not conduct business with entities based in China[35]. - If a business combination involves a PRC target company, approval from Chinese authorities may be necessary, which could materially affect investor interests[37]. Management and Administrative Support - The company currently has only one executive, Mr. Mingyu (Michael) Li, who serves as both CEO and CFO, with no full-time employees planned before the initial business combination[42]. - The company makes a monthly payment of $1,000 to the Sponsor for office space and administrative support[41]. Valuation and Shareholder Impact - The fair market value of the target business will be determined by the board of directors based on accepted financial standards[32]. - The company may issue a substantial number of new shares in a business combination, potentially resulting in existing shareholders owning less than a majority of the post-transaction company[34]. - The company is not required to obtain a third-party opinion on the fair market value of the target business unless the board cannot make that determination[33].