Financial Position - As of March 31, 2025, total assets amounted to $70,559,648, a slight increase from $70,064,740 as of December 31, 2024[9][11] - Current liabilities increased to $291,651 from $269,335, primarily due to an increase in other payables and accrued expenses[11] - The Company had cash of $364,776 and working capital of $197,396 as of March 31, 2025[29] - The Trust Account balance was $70,070,601 as of March 31, 2025, compared to $69,344,530 as of December 31, 2024[40] - As of March 31, 2025, the company had cash of $364,776 and working capital of $197,396[123] Income and Earnings - The company reported a net income of $472,592 for the three months ended March 31, 2025, compared to a net loss of $3,106 for the same period in 2024[12] - Basic and diluted net income per share for ordinary shares was $0.077 for the three months ended March 31, 2025[12] - For the quarter ended March 31, 2025, the company reported a net income of $472,592 compared to a net loss of $3,106 for the same period in 2024[43] - The basic and diluted net income per share for the quarter ended March 31, 2025, was $0.077, while for the same period in 2024, it was a net loss of $0.028 per share[43] - For the three months ended March 31, 2025, the company reported a net income of $472,592, with $726,071 earned from interest on investments held in the Trust Account, offset by formation and operating costs of $253,479[121] IPO and Financing - The company generated total gross proceeds of $60,000,000 from its IPO, with an additional $9,000,000 from the over-allotment option[19] - Total transaction costs related to the IPO amounted to $1,844,819, including $1,035,000 in underwriting commissions[20] - The company completed its IPO on November 18, 2024, selling 6,000,000 units at $10.00 per unit, generating gross proceeds of $60,000,000[65] - The underwriters exercised an over-allotment option, purchasing an additional 900,000 units for gross proceeds of $9,000,000[66] - The total proceeds from the IPO and related transactions amounted to $69,000,000, which were placed in the Trust Account[146] Business Combination - The company has not yet commenced any operations and will not generate operating revenues until after completing a Business Combination[17] - The initial Business Combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the Trust Account[22] - The company has not selected any potential Business Combination target or initiated substantive discussions with any prospects as of March 31, 2025[16] - The Company entered into a Business Combination Agreement with SL Science Holding Limited on May 9, 2025[28] - The Company must deposit $690,000 into the Trust Account for each three-month extension of the Business Combination period, up to a total of $1,380,000[27] Going Concern and Risks - The Company has incurred a net loss and expects to continue facing substantial doubt about its ability to continue as a going concern[30] - Management has raised substantial doubt about the company's ability to continue as a going concern if a Business Combination is not completed by November 18, 2025[128] - The company has no commitments in place to receive financing and there is no assurance that capital raising plans will be successful[30] - The company has no long-term debt or significant off-balance sheet financing arrangements as of March 31, 2025[130] Accounting and Compliance - The company is currently assessing the impact of new accounting standards but does not expect a material impact on its financial statements[64] - The company has not identified any critical accounting estimates that could significantly affect its financial statements[132] - The company is assessing the impact of ASU 2024-03, which requires disaggregated disclosure of certain costs and expenses, effective after December 15, 2026[134] - There have been no changes in internal control over financial reporting that materially affected the company during the quarter ended March 31, 2025[140] - The company’s disclosure controls and procedures were evaluated as effective as of the end of the quarter ended March 31, 2025[138] Shareholder Information - As of March 31, 2025, the company had 6,900,000 ordinary shares subject to possible redemption, with a redemption value of $70,070,601[70] - The fair value of investments held in the Trust Account increased from $69,344,530 as of December 31, 2024, to $70,070,601 as of March 31, 2025[54] - The weighted-average shares outstanding increased from 2,180,000 in 2024 to 6,900,000 in 2025, reflecting the impact of the IPO[43] - The Company has authorized 10,000,000 preferred shares, but none have been issued as of March 31, 2025[91] - As of March 31, 2025, there were 7,113,500 rights outstanding, with 6,900,000 publicly traded[99] Related Party Transactions - The amount due to related party for formation and IPO expenses was $254,484 as of March 31, 2025[79] - The Company has a promissory note agreement with the Sponsor for up to $500,000 to cover expenses related to the Proposed Public Offering, but no amount has been drawn as of March 31, 2025[78] - The Sponsor purchased 200,000 Initial Private Placement Units at $10.00 each, totaling $2,000,000, and an additional 13,500 units for $135,000[72] Administrative and Operational Costs - The Company has agreed to pay $10,000 per month for administrative support services until the initial Business Combination is completed[84] - The Company incurred significant professional costs and expects to continue incurring transaction costs in pursuit of a Business Combination[29] - The company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs[120] - The company has incurred significant professional costs related to remaining a publicly traded entity and pursuing the Business Combination[127]
Horizon Space Acquisition II Corp(HSPTU) - 2025 Q1 - Quarterly Report