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 Trust Account had a balance of $70,070,601 as of March 31, 2025, compared to $69,344,530 as of December 31, 2024, indicating an increase of approximately 2.5%[40] - The total assets held in the Trust Account were valued at $70,070,601 as of March 31, 2025, compared to $69,344,530 as of December 31, 2024[54] - The company has cash of $364,776 and working capital of $197,396 as of March 31, 2025[29] - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025[129][130] 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 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 expenses of $253,479[121] - The basic and diluted net income per share for the quarter was $0.077, while the same period in 2024 reported a basic and diluted net loss per share of $(0.028)[43] 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 intends to use substantially all net proceeds from the IPO, totaling $69,000,000, to acquire a target business and cover related expenses[124] - The company completed its IPO on November 18, 2024, issuing 6,000,000 Units at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000[144] - An over-allotment option was exercised, resulting in the sale of an additional 900,000 Units for gross proceeds of $9,000,000[144] - A private placement of 200,000 Units to the Sponsor at $10.00 per Unit generated total proceeds of $2,000,000[145] - 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 company has not selected any potential business combination targets as of the reporting date[16] - 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 will proceed with a Business Combination if it has net tangible assets of at least $5,000,001 upon consummation[26] - The Company has entered into a Business Combination Agreement with SL Science Holding Limited, which includes two mergers[28] - If the Company cannot complete a Business Combination within 12 months (or up to 18 months if extended), it will cease operations and redeem public shares[26] - The Company has entered into a Business Combination Agreement with SL Bio Ltd., which is expected to result in the company becoming a wholly-owned subsidiary of PubCo[109] - The Business Combination with SL Bio is anticipated to be listed and traded on the Nasdaq Stock Market LLC following its consummation[109] Operational Concerns - The Company incurred a net loss and expects to continue incurring significant professional costs to remain publicly traded, raising substantial doubt about its ability to continue as a going concern[29] - Management has raised substantial doubt about the company's ability to continue as a going concern if the Business Combination is not completed by November 18, 2025[128] - The ongoing global conflicts may materially and adversely affect the Company's ability to consummate a Business Combination[31] - The company has no commitments in place for financing and there is no assurance that capital raising plans will be successful[30] 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, up from $69,344,530 as of December 31, 2024[70] - The company recognized an accretion of carrying value to redemption value of $726,071 for the quarter ended March 31, 2025[70] - The company has classified its redeemable ordinary shares as temporary equity, reflecting the guidance in ASC Topic 480[45] - The company has authorized 10,000,000 preferred shares, but none have been issued as of March 31, 2025[91] - The company has 490,000,000 ordinary shares authorized, with 2,180,000 shares issued and outstanding as of March 31, 2025, excluding 6,900,000 shares subject to possible redemption[96] Legal and Compliance - The company is not currently involved in any material litigation or legal proceedings that could adversely affect its financial condition[142] - 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 has not identified any critical accounting estimates that could significantly affect reported financial results[132] - The company believes that other recently issued accounting standards will not have a material effect on its financial statements[135] - 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]
Horizon Space Acquisition II Corp(HSPT) - 2025 Q1 - Quarterly Report