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Horizon Space Acquisition I Corp.(HSPOU) - 2024 Q4 - Annual Report
HSPOUHorizon Space Acquisition I Corp.(HSPOU)2025-03-28 01:35

IPO and Fundraising - The company completed its IPO on December 27, 2022, raising gross proceeds of 69.0millionfromthesaleof6,900,000PublicUnitsatanofferingpriceof69.0 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 3,857,500fromthesaleof385,750PrivateUnitsatapurchasepriceof3,857,500 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,whichwereplacedinaTrustAccountforthebenefitofpublicshareholders[19].−ThecompanyintendstousesubstantiallyallnetproceedsfromtheIPOtoacquireatargetbusinessandcoverrelatedexpenses,includingdeferredunderwritingcommissionsof70,207,500, 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].−TheBusinessCombinationAgreementrequiresnettangibleassetsofatleast200,000,000[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,consistingofinterestanddividendincomeof2,112,351, consisting of interest and dividend income of 3,171,545, offset by operating costs of 1,059,194[129].−FortheyearendedDecember31,2023,thecompanyhadanetincomeof1,059,194[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,offsetbyoperatingcostsof3,471,188, offset by operating costs of 560,155[130]. - The company had cash of 7,815andaworkingcapitaldeficiencyof7,815 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 5.93millionreleasedfromtheTrustAccount[39].−TheCompanyreceivedredemptionrequestsfrompublicshareholderstotaling3,663,651OrdinaryShares,resultinginapproximately5.93 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].