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Horizon Space Acquisition I Corp.(HSPOU) - 2024 Q3 - Quarterly Report
HSPOUHorizon Space Acquisition I Corp.(HSPOU)2024-11-14 21:15

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of 296,392,downfrom296,392, 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,comparedto1,659,067, 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 128,169availableforworkingcapitalneeds,withaworkingcapitaldeficiencyof128,169 available for working capital needs, with a working capital deficiency of 1,476,824[124]. - The company incurred cash used in operating activities of 655,112fortheninemonthsendedSeptember30,2024[120].CapitalStructureandFunding−Thecompanyhasnorevenueandhasincurredlossessinceinception,relyingonworkingcapitalfromtheIPOandloansfromsponsors[93].−TheIPOgeneratedgrossproceedsof655,112 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 10.00perunit[94].−Aprivateplacementraisedanadditional10.00 per unit[94]. - A private placement raised an additional 3,857,500 from the sale of 385,750 units at the same price of 10.00perunit[95].−ThetotalproceedsfromtheIPOandprivateplacementamountedto10.00 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 700,000totheSponsor,whichwillbeusedforgeneralworkingcapitalpurposes[114].−ThecompanyplanstousesubstantiallyallnetproceedsfromtheIPO,includingfundsintheTrustAccount,toacquireatargetbusinessandcoverrelatedexpenses,includingdeferredunderwritingcommissionsof700,000 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 620,000inMonthlyExtensionFeeshasbeendepositedintotheTrustAccounttoextendthetimeforthebusinesscombination[113].−ThecompanyreceivedaNasdaqnoncomplianceletteronOctober3,2024,regardingtherequirementofatleast400shareholdersforcontinuedlisting[109].−ThecompanyhasuntilNovember19,2024,tosubmitaplantoregaincompliancewithNasdaq′sMinimumTotalHoldersRule[110].AssetsandInvestments−TheassetsheldintheTrustAccountamountedto620,000 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].