Horizon Space Acquisition I Corp PRE 14A, filed Aug 29, 2023

Horizon Space Acquisition I Corp. (HSPOF)

PRE 14A 2023-08-29 For: 2023-09-25

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Added on October 16, 2026

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Filed by the Registrant		☒

Filed by a Party other than the Registrant		☐

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Forward-Looking Statements	13

Questions And Answers About The Extraordinary Meeting	14
Risk Factors	31
BACKGROUND	33
PROPOSAL NO. 1 — THE MAA AMENDMENT PROPOSAL	44
PROPOSAL NO. 2 — THE TRUST AMENDMENT PROPOSAL	60

PROPOSAL NO. 3 – THE ADJOURNMENT PROPOSAL	62

BUSINESS OF HSPO AND CERTAIN INFORMATION ABOUT HSPO	63

BENEFICIAL OWNERSHIP OF SECURITIES	64
HOUSEHOLDING INFORMATION	65

Where You Can Find More Information	66

	·	our ability to obtain approval for the Extension Proposals and, if presented, the Adjournment Proposal;
	·	our ability to complete the initial business combination;
	·	proposed changes in SEC rules related to special purpose acquisition companies;
	·	the amount of redemptions by our public shareholders;
	·	the market price and liquidity of our public securities;
	·	the per-share redemption price ; or
	·	the Trust Account being subject to claims of third parties.

By Order of the Board of Directors,
		Mingyu (Michael) Li
		Chairman of the Board of Directors

Q:	*What are the specific proposals on which I am being asked to vote at the* *Extraordinary* *Meeting?*

A:	You are being asked to vote on each of the MAA Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal. The proposals are listed below:

Q:	*What are the purposes of the proposals?*

A:	The purpose of the MAA Amendment Proposal and the Trust Amendment Proposal is to allow the Company to have more flexibility to complete its initial business combination.

	The purpose of the MAA Amendment Proposal and the Trust Amendment Proposal is to allow the Company to have more flexibility to complete its initial business combination. The Company’s IPO prospectus (the “IPO Prospectus”) dated December 22, 2022 and the MAA currently provides that, the Company has until September 27, 2023 to consummate its initial business combination, provided however that if we anticipate that we may not be able to consummate its initial business combination before September 27, 2023, the Company may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to March 27, 2024 to complete a business combination), provided that the Sponsor or its designee must deposit into the Trust Account for each three months extension, $690,000, up to an aggregate of $1,380,000, on or prior to the date of the applicable deadline. In the event that the Company does not consummate its initial business combination before September 27, 2023 (or up to March 27, 2023 if two three-month extensions are fully executed), such failure shall trigger an Automatic Redemption Event and the directors of the Company shall take all such action necessary to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. In the event of an Automatic Redemption Event, only the holders of public shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their public shares.

A:	The approval of the MAA Amendment Proposal and the Trust Amendment Proposal is essential to the implementation of the Board’s plan to extend the deadline to complete a business combination month by month by depositing Monthly Extension Fee. Each of the Extension Proposals is cross-conditioned on the approval of the other. Our Board believes shareholders will benefit from the Company consummating a business combination and is proposing the MAA Amendment Proposal and the Trust Amendment Proposal to allow us more flexibility to complete the initial business combination.

	After careful consideration of all relevant factors, the Board believes that the MAA Amendment Proposal and the Trust Amendment Proposal will allow the Company to have more flexibility to complete the initial business combination and are in the best interests of the Company and its shareholders and recommends that you vote or give instruction to vote “FOR” each of the proposals. For further details about the reasons for the MAA Amendment Proposal and the Trust Amendment Proposal, see the sections titled “Proposal No. 1 — The MAA Amendment Proposal — Reasons for the MAA Amendment Proposal” and “Proposal No. 2 — The Trust Amendment Proposal — Reasons for the Trust Amendment Proposal,” respectively, of this proxy statement.

Q:	*What amount will public shareholders receive upon consummation of a subsequent business combination or liquidation if the Extension Proposals are approved?*

A:	If the Extension Proposals are approved, based on the balance of the Trust Account as of the Record Date, assuming the Company is going to consummate a business combination or liquidate if not able to complete a business combination within the prescribed timeline after effectuating six Monthly Extensions in full and before March 27, 2023, it is estimated that public shareholders will receive approximately $[__] per public shares, based on the estimated amount in the Trust Account of approximately $[__] without giving effect to any redemptions of public shareholders in connection with this Extraordinary Meeting or any in the further as applicable and the interest earned on the funds held in the Trust Account and the amount that may be released to us to pay the Company’s taxes (less up to $100,000 of interest to pay dissolution expenses).

Q:	*Why should I vote “FOR” the Adjournment Proposal?*

A:	If the Adjournment Proposal is presented and not approved by our shareholders, the Board may not be able to adjourn the Extraordinary Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposals. If presented, the Board recommends that you vote in favor of the Adjournment Proposal.

Q:	*When would the Board postpone the Extraordinary Meeting?*

A:	The Board may elect to postpone the Extraordinary Meeting in its sole discretion up to and until the time of the Extraordinary Meeting, pursuant to Article 21.9 of the MAA. For the duration of such postponement, to the extent a public shareholder has made the Redemption Election and has tendered or delivered such share certificate(s) (if applicable) (physically or electronically) and any other redemption documents through the Deposit Withdrawal at Custodian (“DWAC”) system at DTC, such shareholder will not be able to transfer, assign or sell such shares.

	The redemption of public shares pursuant to the Redemption Elections is subject to the Redemption Limitation (as defined in the MAA), such that in no event will the Company redeem public shares pursuant to the Redemption Elections (after taking into account any Election Reversals) if such redemption would cause the Company to have less than $5,000,001 of net tangible assets following such redemptions.

	The Company requests that public shareholders (i) indicate their intention to make an Election Reversal on their Reversal Commitment Form and (ii) make Election Reversals. Notwithstanding shareholder approval of the Extension Proposals or the number of Redemption Elections (taking into account any Election Reversals) by our public shareholders, the Board will retain the right to postpone the Extraordinary Meeting at any time and for any reason without any further action by our shareholders, pursuant to Article 21.9 of the MAA.

Q:	*What constitutes a quorum?*

A:	A quorum of shareholders is necessary to hold a valid extraordinary general meeting of the Company. A quorum will be present if the holders of at least one-third of the issued and outstanding shares of the Company on the Record Date, including those shares held as a constituent part of our Public Units and Private Units, are represented in person (including virtually) or by proxy at the Extraordinary Meeting. Abstentions will be counted in connection with the determination of whether a valid quorum is established for the Extraordinary Meeting but will have no effect on the outcome of the proposals. The shares of the Sponsor, the officers and directors of the Company (the “Insiders”), who own approximately 22.92% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum.

	Because all of the proposals to be voted on at the Extraordinary Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so the Company does not expect there to be any broker non-votes at the Extraordinary Meeting. If a quorum is not present within half an hour from the time appointed for the Extraordinary Meeting to commence, the Extraordinary Meeting will stand adjourned to the same day in the next week at the same time and place or to such other day, time and/or place as the Board may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present will constitute a quorum.

Q:	*What vote is required to approve the proposals presented at the Extraordinary Meeting?*

A:	Approval of the MAA Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of shareholders holding at least two-thirds (2/3) of the Company’s Ordinary Shares entitled to vote and which are voted on such resolution (in person (including virtually) or by proxy) at the Extraordinary Meeting at which a quorum is present.

	Approval of the Trust Amendment Proposal requires the affirmative vote of at least a majority of the issued and outstanding Ordinary Shares of the Company. If presented, approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Company’s Ordinary Shares entitled to vote and which are voted on such resolution (in person (including virtually) or by proxy) at the Extraordinary Meeting at which a quorum is present.

Q:	*How do the Company* Insiders intend to vote their shares?

A:	On the Record Date, the Insiders owned and were entitled to vote an aggregate of 2,110,750 Ordinary Shares, representing approximately 22.92% of the issued and outstanding Ordinary Shares, and plan to vote in favor of each of the MAA Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal.

Q:	*Does the Board recommend voting for the approval of the MAA Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal?*

A:	Yes. After careful consideration of the terms and conditions of the proposals, the Board has determined that the MAA Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its shareholders. The Board unanimously recommends that shareholders vote “FOR” each of the MAA Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal.

Q:	*What happens if I sell my* *Ordinary Shares* or *Public Units before the Extraordinary Meeting?***

A:	The Record Date is earlier than the date of the Extraordinary Meeting. If you transfer your Ordinary Shares, including those shares held as a constituent part of Public Units and Private Units, after the Record Date, but before the Extraordinary Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary Meeting. If you transfer your public shares prior to the Record Date, you will have no right to vote those shares at the Extraordinary Meeting. If you acquire your Ordinary Shares after the Record Date, you will still have an opportunity to redeem them if you so decide.

Q:	*What if I* *do not* *want a proposal to be approved?*

A:	If you do not want a proposal to be approved, you must vote against the proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established for the Extraordinary Meeting but will have no effect on the outcome of the proposals. If the Extension Proposals are approved, and the MAA Amendment is implemented, then the funds will be withdrawn from the Trust Account and paid to the redeeming public shareholders in connection with the Redemption Election.

Q;	*Will you seek any further extensions to liquidate the Trust Account?*

A:	Other than the MAA Amendment as described in this proxy statement, the Company has not determined whether it may seek any further extension to consummate its initial business combination, although it may determine to do so in the future. In the event that the Company determines to seek a further extension, the Company would be required to obtain the votes of two-thirds (2/3) of the Ordinary Shares issued and outstanding as of the applicable record date, and if such extension request is approved, holders of public shares as of the applicable record date may elect to redeem all or a portion of their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then issued and outstanding public shares.

Q:	*What happens if one of the Extension Proposals is not approved?*

A:	If any of the Extension Proposals is not approved and the Company has not consummated an initial business combination before September 27, 2023 (or up to March 27, 2023 if two three-month extensions are fully executed), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants and rights, which will expire worthless if we fail to complete an initial business combination within the Prescribed Timeline.

	Holders of the Founder Shares have agreed to waive their redemption rights with respect to their Founder Shares and Ordinary Shares, if any, in connection with a shareholder vote to approve an amendment to the MAA.. There will be no distribution from the Trust Account with respect to our warrants and rights, which will expire worthless in the event we wind up.

Q:	*If the Extension Proposals are approved, what happens next?*

A:	If the Extension Proposals are approved, the Company will have until September 27, 2023 to consummate its initial business combination, and the Company may, but are not obligated to, extend the period of time to consummate a business combination six times by an additional one month each time, for a total of up to six months till March 27, 2024 to complete a business combination, provided that the Sponsor or its designee must deposit into the Trust Account the Monthly Extension Fee in the amount of $[__] for each Monthly Extension.

	In connection with the MAA Amendment Proposal, each public shareholder may have Redemption Election, regardless of how such public shareholder votes on the Extension Proposals or whether such public shareholder votes at all. The removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to redeemed public shares in the Redemption Election will reduce the amount remaining in the Trust Account and increase the percentage interest of the Company held by the Insiders and its affiliates. However, pursuant to the Current MAA, the Company will not implement the Extension Proposals if the Company will not have at least $5,000,001 of net tangible assets upon its implementation of the Extension Proposals, after taking into account the Redemption Election.

Q:	*If I do not redeem my shares now, would I still be able to vote on* a business combination and exercise my redemption rights with respect to *such* *business combination?*

A:	Yes. If you do not redeem your shares in connection with the MAA Amendment Proposal, or if you elect to redeem your shares but withdraw such Redemption Election, subject to the Board’s determination to permit such withdrawal, then, assuming you are a shareholder as of the record date for voting on a business combination, you will be able to vote on a business combination when it is submitted to shareholders. You will also retain your right to redeem the public shares then held by you upon consummation of such business combination, subject to any limitations set forth in the MAA, as amended.

Q:	*When and where is the Extraordinary Meeting?*

A:	For the purposes of Cayman Islands law and the MAA, the physical location of the Extraordinary Meeting shall be at the offices of Robinson & Cole LLP located at 666 Third Avenue, 20th Floor, New York, NY 10017, or and virtually via [__].

Q:	*When and where will the* *Extraordinary* *Meeting be held?*

A:	The Extraordinary Meeting will be held at [__] a.m. Eastern Time, on September 25, 2023, at the offices of R&C located at 666 Third Avenue, 20th Floor, New York, NY 10017, and virtually via [__], or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. Shareholders may attend the Extraordinary Meeting in person and you are also encouraged to attend the Extraordinary Meeting virtually at your convenience.

Q:	*How do I vote?*

A:	If you are a holder of record of Company’s Ordinary Shares, including those shares held as a constituent part of our Public Units and Private Units, you may vote either in person (including virtually) at the Extraordinary Meeting or by submitting a proxy for the Extraordinary Meeting. Whether or not you plan to attend the Extraordinary Meeting, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Extraordinary Meeting and vote in person (including virtually) if you have already voted by proxy. If your shares, including those shares held as a constituent part of our Public Units and Private Units, are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary Meeting. However, since you are not the shareholder of record, you may not vote your shares in person (including virtually) at the Extraordinary Meeting unless you request and obtain a valid proxy from your broker or other agent.

Q:	May I change my vote after I have mailed my signed proxy card?

A:	Yes. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Advantage Proxy, Inc., our proxy solicitor, prior to the date of the Extraordinary Meeting or by voting in person (including virtually) at the Extraordinary Meeting. Attendance at the Extraordinary Meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to: Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198. If your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting instruction form provided to you by the broker, bank or other nominee. If your shares are held in street name, and you wish to attend the Extraordinary Meeting and vote at the Extraordinary Meeting, you must bring to the Extraordinary Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Q:	How are votes counted?

A:	Votes will be counted by the inspector of election appointed for the Extraordinary Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. The approval of MAA Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of shareholders holding at least two-thirds (2/3) of the Company’s Ordinary Shares entitled to vote and which are voted on such resolution (in person (including virtually) or by proxy) at the Extraordinary Meeting at which a quorum is presented. The approval of the Trust Amendment Proposal requires the affirmative vote of at least a majority of the issued and outstanding Ordinary Shares of the Company. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Extension Proposals.

	Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Company’s Ordinary Shares entitled to vote and which are voted on such resolution (in person (including virtually) or by proxy) at the Extraordinary Meeting at which a quorum is present. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Q:	If my shares are held in “street name,” will my broker automatically vote them for me?

A:	No. Under the rules governing banks and brokers who submit a proxy card with respect to shares held in street name, such banks and brokers have the discretion to vote on routine matters, but not on non- routine matters. It is expected that all proposals to be voted on at the Extraordinary Meeting will be treated as “non-routine” matters and therefore, we do not expect there to be any broker non-votes at the Extraordinary Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your bank, broker or other nominee to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.

Q:	*Who can vote at the Extraordinary Meeting?*

A:	Only holders of record of the Company’s Ordinary Shares, including those shares held as a constituent part of our Public Units and Private Units, at the close of business on August 29, 2023, are entitled to have their vote counted at the Extraordinary Meeting and any adjournments or postponements thereof. As of the Record Date, there were 9,210,750 issued and outstanding Ordinary Shares, including 6,900,000 public shares included in the Public Units, 1,725,000 Founder Shares, 385,750 Ordinary Shares included in the Private Units and 200,000 Representative Shares. The Insiders own approximately 22.92% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum. Shareholder of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with the Company’s transfer agent, then you are a shareholder of record. As a shareholder of record, you may vote in person (including virtually) at the Extraordinary Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary Meeting in person (including virtually), the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted. Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the Record Date your shares or units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary Meeting in person (including virtually). However, since you are not the shareholder of record, you may not vote your shares in person (including virtually) at the Extraordinary Meeting unless you request and obtain a valid proxy from your broker or other agent.

Q:	What interests do the Company’s Insiders have in the approval of the Extension Proposals?

A:	Aside from their interests as shareholders, the Insiders have interests that differ from the interests of other shareholders generally. For more details, see the sections entitled “Proposal No. 1 — The MAA Amendment Proposal — Interests of the Insiders,” “Proposal No. 2 — The Trust Amendment Proposal — Interests of the Insiders,” and “Beneficial Ownership of Securities” of this proxy statement.

Q:	*What if I object to the MAA Amendment Proposal, the Trust Amendment Proposal and/or the Adjournment Proposal? Do I have appraisal rights?*

A:	Shareholders do not have appraisal rights in connection with either the MAA Amendment Proposal, the Trust Amendment Proposal or, if presented, the Adjournment Proposal under Cayman Islands law.

Q:	What happens to the Company’s Warrants if one of the Extension Proposals is not approved?

A:	If any of the Extension Proposals is not approved and the Company has not consummated an initial business combination before September 27, 2023 (or up to March 27, 2023 if two three-month extensions are fully executed), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants or rights, which will expire worthless in the event the Company winds up.

Q:	*How are the funds in the Trust Account currently being held?*

A:	The funds in the Trust Account are currently invested only in U.S. government treasury obligations with a maturity of 185 days or less or in certain money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations. The Company’s registration statement on Form S-1 in connection with the IPO (File No. 333-268578) was declared effective by the U.S. Securities and Exchange commission on December 21, 2022 and the Company completed its IPO on December 27, 2022. Since the Company is a blank check company, the efforts of its management since the completion of its IPO have been focused on searching for a target business with which to consummate a business combination. As of the date hereof, the Company has not entered into any definitive agreement with any targets and is still searching for a target to complete a business combination.

Q:	How do I redeem my public shares?

A:	If the MAA Amendment Proposal is approved or the MAA Amendment is implemented, each public shareholder may seek to redeem all or a portion of its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then issued and outstanding public shares. You will also be able to redeem your public shares in connection with any shareholder vote to approve a business combination, or if the Company has not consummated a business combination within the Prescribed Timeline.

Q:	If I vote for or against the MAA Amendment Proposal or the Trust Amendment Proposal, can I request that my public shares be redeemed?

A:	Yes. Whether you vote “FOR” or “AGAINST” the MAA Amendment Proposal or the Trust Amendment Proposal, or do not vote at all, you may elect to redeem your public shares, provided that the MAA Amendment is approved and implemented. You will need to submit a redemption request for your public shares if you choose to redeem. Please see the question “How do I redeem my public shares?” above for further information on how to exercise redemption rights.

Q:	If I am a unit holder, can I exercise redemption rights with respect to my units?

A:	No. Holders of outstanding units must separate the underlying public shares, warrants and rights prior to exercising redemption rights with respect to the public shares.

Q:	How do I make an Election Reversal with respect to my public shares?

A:	The Board may elect to postpone the Extraordinary Meeting in its sole discretion up to and until the time of the Extraordinary Meeting, pursuant to Article 21.9 of the MAA. The redemption of public shares pursuant to the Redemption Elections is subject to the Redemption Limitation (as defined in the MAA), such that in no event will the Company redeem public shares pursuant to the Redemption Elections (after taking into account any Election Reversals) if such redemption would cause the Company to have less than $5,000,001 of net tangible assets following such redemptions. Prior to the deadline to make a Redemption Election (which is prior to the scheduled vote at the Extraordinary Meeting), public shareholders that desire to indicate their intention to make an Election Reversal should indicate such intention in the Reversal Commitment Form accompanying this proxy statement as Annex C, which should be submitted to the transfer agent. Such Reversal Commitment Form should contain the public shareholder’s legal name, phone number and address of the beneficial owner of the shares for which the Election Reversal is committed.

Q:	What should I do if I receive more than one set of voting materials?

A:	You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Ordinary Shares.

Q:	*Who will solicit and pay the cost of soliciting proxies for the* *Extraordinary* *Meeting?*

A:	The Company will pay the cost of soliciting proxies for the Extraordinary Meeting. The Company has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Extraordinary Meeting. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners. The directors, officer and employees of the Company may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.

Q:	*Where do I find the voting results of the Extraordinary Meeting?*

A:	We will announce preliminary voting results at the Extraordinary Meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Extraordinary Meeting.

Q:	*Who can help answer my questions?*

A:	If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact the Company’s proxy solicitor at:

	·	the fact that the Insiders, including the Sponsor, HSPO’s officers and directors, have agreed, as part of the IPO, and without any separate consideration provided by HSPO for such agreement, not to redeem any Ordinary Shares in connection with a shareholder vote to amend the Current MAA;

	·	the current beneficial ownership by the Sponsor of an aggregate of 1,707,000 Founder Shares and 385,750 Ordinary Shares included in the Private Units (the “Private Shares”), which would become worthless if HSPO does not complete a business combination within the Prescribed Timeline, as the Sponsor has waived any right to redemption with respect to these shares. The Sponsor paid an aggregate of approximately $24,739.13, or $0.0145 per share, for the Founders Shares and $3,857,500, or $10.00 per share, for the Private Shares. The Private Shares have an aggregate market value of approximately $☑, based on the closing price of Ordinary Shares on the Record Date of $☑ per share, resulting in a theoretical gain of approximately $☑ (or $☑ per share);

	·	the fact that each of Messrs. Angel Colon, Mark Singh, and Rodolfo Jose Gonzalez Caceres, independent directors of HSPO, holds 8,000, 5,000 and 5,000 Founder Shares, which would become worthless if HSPO does not complete a business combination within the Prescribed Timeline, as these independent directors have waived any right to redemption with respect to these shares. Each independent director of HSPO paid approximately $$0.0145 per share for their Founder Shares;

	·	in order to finance transaction costs in connection with searching for a target business or consummating an intended initial business combination, or to extend our life, our Insiders and/or their affiliates/designees may, but are not obligated to, loan the Company funds as may be required. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Such loans would be evidenced by promissory notes. The notes would either be paid upon consummation of the Company’s initial business combination, without interest, or, at the lender’s discretion, up to $3,000,000 of the notes may be converted upon consummation of the Company’s business combination into working capital units at a price of $10.00 per unit. As of the date of this proxy statement, the Company has no such working capital loans outstanding;

	·	the Insiders, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred related to identifying, investigating, and consummating an initial business combination, provided, that, if the Company does not consummate the Transactions, a portion of the working capital held outside the Trust Account may be used by the Company to repay such reimbursements so long as no proceeds from the Trust Account are used for such repayment. As of the date hereof, the Insiders and their respective affiliates had not incurred any reimbursable out-of-pocket expenses; and

	·	the fact that the Insiders may be incentivized to complete a business combination, or an alternative initial business combination with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, in which case the Insiders would lose their entire investment. As a result, the Insiders may have a conflict of interest in determining whether a target is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of a business combination.

	·	our Sponsor, founders, officers or directors;
	·	banks and other financial institutions;
	·	mutual funds;
	·	insurance companies;
	·	brokers or dealers in securities, currencies or commodities;
	·	dealers or traders in securities subject to a mark-to-market method of accounting;
	·	regulated investment companies and real estate investment trusts;
	·	retirement plans, individual retirement accounts and other deferred accounts;
	·	tax-exempt organizations, governmental agencies, instrumentalities or other governmental organizations and pension funds;
	·	persons holding public shares as part of a “straddle,” hedge, constructive sale, or other integrated or conversion transaction or similar transaction;
	·	U.S. holders whose functional currency is not the U.S. dollar;
	·	Partnerships, other entities or arrangements classified as partnerships for U.S. federal income tax purposes, “S corporations,” or other pass-through entities for U.S. federal income tax purposes (or investors in such entities);
	·	expatriated entities subject to Section 7874 of the Code;
	·	persons required to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement”;
	·	persons subject to any alternative minimum tax;
	·	persons subject to the applicable financial statement accounting rules of Section 451(b) of the Code;
	·	U.S. expatriates and former citizens or long-term residents of the United States;
	·	holders owning or treated as owning 5% or more of our public shares (by vote or value);
	·	grantor trusts; and
	·	controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax.

	·	an individual who is a citizen or resident of the United States;
	·	a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
	·	an estate the income of which is subject to U.S. federal income tax regardless of its source; or
	·	a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (ii) the trust validly elected to be treated as a United States person for U.S. federal income tax purposes.

	·	the U.S. holder’s gain or excess distribution will be allocated ratably over the U.S. holder’s holding period for the public shares;
	·	the amount allocated to the U.S. holder’s taxable year in which the U.S. holder recognized the gain or received the excess distribution, or to the period in the U.S. holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
	·	the amount allocated to other taxable years (or portions thereof) of the U.S. holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. holder; and
	·	an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. holder with respect to the tax attributable to each such other taxable year of the U.S. holder.

	·	the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder); or
	·	the Non-U.S. holder is an individual who is present in the United States for 183 days or more during the taxable year of the redemption and certain other requirements are met.

	·	each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares;
	·	each of our executive officers and directors; and
	·	all our executive officers and directors as a group.

	Number of		Percentage of
	Ordinary Shares		Outstanding
Name and Address of Beneficial Owner ⁽¹⁾	Beneficially Owned ⁽²⁾		Ordinary Shares
Officers and Directors
Mingyu (Michael) Li		2,092,750		22.72	%
Angel Colon		8,000	*
Mark Singh		5,000	*
Rodolfo Jose Gonzalez Caceres		5,000	*
All officers and directors as a group (4 individuals)		2,110,750		22.72	%
5% Holders
Horizon Space Acquisition I Sponsor Corp. ⁽²⁾		2,092,750		22.72	%
Harraden Circle Investors, LP⁽³⁾		599,000		6.50	%

	·	If the shares are registered in the name of the shareholder, the shareholder notify us of his or her request by calling or writing Advantage Proxy, Inc., HSPO’s proxy solicitor, at P.O. Box 13581, Des Moines, WA 98198, telephone number: (877) 870-8565, email: ksmith@advantageproxy.com; or

	·	If a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly; banks or brokers may call Advantage Proxy, Inc. at (203) 658-9400.

	(a)	cease all operations except for the purpose of winding up;

	(b)	as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and

	(c)	as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the Board, liquidate and dissolve subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

	(a)	to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination by September 27, 2023 (or, if such period of time to consummate a Business Combination is extended as described in Article 48.7, up to March 27, 2024), or such later time as the Members may approve in accordance with the Articles; or

	(b)	with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation."

2.	Miscellaneous Provisions.

2.1.	Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

2.2.	Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.3.	Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

2.4.	Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

2.5.	Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

2.6.	Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

	HORIZON SPACE ACQUISITION I CORP.

	By:
	Name:	Mingyu (Michael) Li
	Title:	Director and Chief Executive Officer

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee

	By:
	Name:	Francis Wolf
	Title:	Vice President

Name shares held in (Please print):		Account Number (if any):


No. of Shares Entitled to Vote:		Share Certificate Number(s):