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Horizon Space Acquisition I Corp.(HSPOU) - 2025 Q2 - Quarterly Report
2025-08-11 21:16
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, 2025 ☐ 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 Corp.(HSPOU) - 2025 Q1 - Quarterly Report
2025-05-14 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 March 31, 2025 ☐ 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 Corp.(HSPOU) - 2024 Q4 - Annual Report
2025-03-28 01:35
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].
Horizon Space Acquisition I Corp.(HSPOU) - 2024 Q3 - Quarterly Report
2024-11-14 21:15
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].
Horizon Space Acquisition I Corp.(HSPOU) - 2024 Q2 - Quarterly Report
2024-08-09 20:00
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].
Horizon Space Acquisition I Corp.(HSPOU) - 2024 Q1 - Quarterly Report
2024-05-14 01:40
Financial Performance - The company has not generated any revenue since inception and has incurred losses primarily from formation and operating costs[89]. - For the three months ended March 31, 2024, the company reported a net income of $733,464, primarily from interest and dividend income of $881,123[103]. - The company has incurred significant professional costs to remain publicly traded and expects to continue incurring transaction costs in pursuit of a business combination[108]. IPO and Funding - The IPO raised gross proceeds of $69 million from the sale of 6,900,000 units at $10.00 per unit, with an additional $3.86 million raised from a private placement[90][91]. - 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 million[105]. - A total of $60,000 was deposited into the Trust Account for the Monthly Extension Fee, allowing an extension of the business combination deadline[97]. Business Combination - The company has until March 27, 2024, to complete a business combination, with the possibility of extending this deadline up to nine months[94]. - The company has entered into a non-binding Letter of Intent with Shenzhen Squirrel Enlivened Media Group for a potential business combination, but no definitive agreements have been made[96][98]. Financial Position - As of March 31, 2024, the company had cash of $93,109 and a working capital deficiency of $462,469[108]. - As of March 31, 2024, assets held in the Trust Account amounted to $60,163,810, primarily in mutual funds[115]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of March 31, 2024[109]. Investments and Securities - 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[133]. - The company’s investments held in the Trust Account are classified as trading securities, with gains and losses included in interest and dividend income[115]. - The company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms and applicable guidance[116]. Accounting and Tax - Share-based compensation expense is measured at fair value upon grant date and recognized over the requisite service period[119]. - The company has identified Cayman Islands as its only major tax jurisdiction, with no significant uncertain tax positions requiring recognition[129]. - The company does not anticipate any adjustments that would result in a material change to its financial position regarding income tax positions[130]. - The adoption of ASU 2020-06 on January 1, 2024, did not have a material effect on the company’s financial statements[131]. Fair Value Measurement - The fair value of financial instruments is determined using market approach, income approach, and cost approach[124]. - The company’s ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value[121].
Horizon Space Acquisition I Corp.(HSPOU) - 2023 Q4 - Annual Report
2024-03-29 23:30
IPO and Financial Status - 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 $10.00 each[13]. - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the Sponsor to fund operations[17]. - As of the September 2023 Shareholder Meeting, 562,779 Ordinary Shares were redeemed, resulting in approximately $5.93 million released from the Trust Account[20]. - The company has the option to extend the deadline for consummating a business combination up to six times, with each extension costing $70,000 deposited into the Trust Account[20]. - A total of $480,000 in Monthly Extension Fees has been deposited into the Trust Account, with contributions from both the Sponsor and Shenzhen Squirrel[25]. - The company may request the Trustee to distribute up to $100,000 from the Trust Account for future dissolution expenses[23]. - If the company cannot complete the initial business combination by April 27, 2024, it will redeem 100% of the public shares for a pro rata portion of the Trust Account funds[44]. - As of December 31, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in mutual funds with underlying investments in U.S. Treasury securities[152]. Business Combination Strategy - On October 17, 2023, the company entered into a non-binding Letter of Intent with Shenzhen Squirrel for a potential business combination[30]. - The company established a Special Committee on November 1, 2023, to evaluate the proposed business combination with Shenzhen Squirrel[31]. - The company has not selected any target business for its initial business combination as of now[12]. - The management team aims to create shareholder value by improving operating efficiency and implementing revenue-driven strategies through acquisitions[37]. - The company intends to acquire emerging growth companies that are either cash-generative or have the potential to generate cash, focusing on niche deal sizes[38]. - The acquisition strategy includes targeting companies with long-term revenue visibility and a defensible market position, particularly those at an anticipated inflection point[39]. - The company plans to evaluate potential acquisitions based on organic growth potential, cost savings, and opportunities for follow-on acquisitions[39]. - The initial business combination must involve target businesses with a collective fair market value of at least 80% of the Trust Account balance[46]. - The company anticipates structuring the initial business combination to acquire 100% of the equity interests or assets of the target business[48]. Regulatory and Compliance Issues - The company may face regulatory challenges if it pursues a business combination with a PRC target company, potentially affecting its ability to list on U.S. exchanges[51]. - The Holding Foreign Companies Accountable Act (HFCAA) requires public companies to disclose whether they are owned or controlled by a foreign government, specifically those based in China[58]. - The HFCAA mandates that if a public company’s auditor cannot be inspected by the PCAOB for three consecutive years, trading of its securities on U.S. exchanges will be prohibited[60]. - On December 15, 2022, the PCAOB determined it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong[66]. - The Consolidated Appropriations Act, signed into law on December 29, 2022, reduced the number of consecutive non-inspection years required for triggering prohibitions under the HFCAA from three years to two[67]. - The company may face restrictions on completing business combinations with certain China-based businesses due to U.S. laws and executive orders[70]. - The process of government review by CFIUS could be lengthy, potentially impacting the company’s ability to complete its initial business combination within the required time[74]. - The PCAOB intends to release inspection reports detailing findings from their inspections of audit firms in mainland China and Hong Kong in the first half of the following year[66]. - The company has no operations or subsidiaries in China, being incorporated in the Cayman Islands with its office located in the United States[56]. Management and Ownership - The company has waived the full payment of the Administrative Service Fee, which was $1,000 per month[29]. - The management team has extensive experience in public and international companies, enhancing the company's ability to identify and evaluate acquisition targets[35]. - The company’s sponsor owns approximately 24.20% of the issued and outstanding shares, with Mr. Mingyu (Michael) Li as the sole director and member of the sponsor[71].
Horizon Space Acquisition I Corp.(HSPOU) - 2023 Q3 - Quarterly Report
2023-11-08 21:00
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].
Horizon Space Acquisition I Corp.(HSPOU) - 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[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].
Horizon Space Acquisition I Corp.(HSPOU) - 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[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].