Horizon Space Acquisition I Corp DEFA14A, filed Dec 20, 2024
Horizon Space Acquisition I Corp. (HSPOF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2024
| HORIZON SPACE ACQUISITION I CORP. |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
| 001-41578 |
| N/A |
| (State or other jurisdiction |
| (Commission |
| (IRS Employer |
| of incorporation) |
| File Number) |
| Identification Number) |
| 1412 Broadway, 21st Floor, Suite 21V New York, NY 10018 |
| (Address of principal executive offices) |
(646) 257-5537
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
| Units, consisting of one Ordinary Share, $0.0001 par value, one redeemable Warrant to acquire one Ordinary Share, and one Right to acquire one-tenth of one Ordinary Share |
| HSPOU |
| The Nasdaq Stock Market LLC |
| Ordinary Shares, par value $0.0001 per share |
| HSPO |
| The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 |
| HSPOW |
| The Nasdaq Stock Market LLC |
| Rights, each whole right to acquire one-tenth of one Ordinary Share |
| HSPOR |
| The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Supplement to the Definitive Proxy Statement
On November 19, 2024, Horizon Space Acquisition I Corp. (the “Company”) filed a definitive proxy statement (as the same may be amended or supplemented, the “Definitive Proxy Statement”) for the solicitation of proxies in connection with an extraordinary general meeting of the Company’s shareholders in lieu of an annual general meeting to be held on at 9:00 a.m. Eastern Time, December 20, 2024 (the “Extraordinary Meeting”) to consider and vote on, among other proposals, a proposal to amend its amended and restated memorandum and articles of association to provide the Company has until December 27, 2024 to complete a business combination and may elect to extend the period to consummate a business combination up to twelve times, each by an additional one-month extension (the “New Monthly Extension”), for a total up to twelve months to December 27, 2025 (such proposal, the “MAA Amendment Proposal”) and conditional on the approval of the MAA Amendment Proposal, a proposal to amend the Investment Management Trust Agreement, dated December 21, 2022 (as the same may be amended, restated or supplemented, the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“Continental”) to provide that Continental must commence liquidation of the trust account of the Company (the “Trust Account”) by December 27, 2024, or, up to December 27, 2025, if further extended, to effect each New Monthly Extension (such proposal, the “Trust Amendment Proposal”). For each New Monthly Extension, the amount of the lesser of (i) $60,000 for all remaining public shares and (ii) $0.04 for each remaining public share needs to be deposited into the Trust Account.
Press Release
On December 20, 2024, the Company issued a press release announcing the revisions to certain terms and conditions in connection with MAA Amendment Proposal and the Trust Amendment Proposal to provide, among other things, that:
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| · | If the shareholders approve the MAA Amendment Proposal and the Trust Amendment Proposal, for each New Monthly Extension, the required contribution to the Trust Account is revised to the amount of $120,000 for all remaining public shares (the “New Extension Fee”) (as compared to the original amount of lesser of (i) $60,000 for all remaining public shares, and (ii) $0.04 for each remaining public share). |
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| · | The Trust Agreement will be amended, among the others, that to effectuate each New Monthly Extension, a deposit of $120,000 for all remaining public shall be made to the Trust Account. |
In addition to the above, the Company agrees to file a current report on Form 8-K in connection with each New Monthly Extension pursuant to applicable rules and regulations. In the event that any New Extension Fee is not deposited into the Trust Account by 27th of each succeeding month after the Meeting until November 27, 2025, the Company has agreed to grant irrevocable rights to the trustee to force the Company to liquidate the Trust Account within two weeks from 27th of such month, pursuant to terms and conditions of the Trust Agreement. Furthermore, as disclosed in the Company’s registration statement on Form S-1 (File No. 333-268578) in connection with its initial public offering, when redeeming public shares, the proceeds 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 franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to the Company to pay dissolution expenses) will be used to fund the redemption. The Company agrees not to use such trust proceeds including interests earned to pay dissolution expenses.
The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Accordingly, the Company has determined to amend and supplement the Definitive Proxy Statement as described in this Current Report on Form 8-K (the “Proxy Supplement”).
There is no change to the location, the record date, or any of the other proposals to be acted upon at the Extraordinary Meeting.
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
The following disclosures in this Current Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company’s definitive proxy statement (as the same may be amended or supplemented, the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2024, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.
As provided in the Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, the MAA Amendment Proposal and the Trust Amendment Proposal. The purpose of the supplemental disclosures is to provide information about the revised amount of deposit of $120,000 for all remaining public shares, as compared to the original amount of the lesser of (i) $60,000 for all remaining public shares, and (ii) $0.04 for each remaining public share, for the New Monthly Extension in connection with the MAA Amendment Proposal and the Trust Amendment Proposal.
Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.
Amendment to the New Extension Fee
On December 20, 2024, the Company issued a press release announcing the revisions to certain terms and conditions in connection with MAA Amendment Proposal and the Trust Amendment Proposal to provide, among other things, that:
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| · | If the shareholders approve the MAA Amendment Proposal and the Trust Amendment Proposal, for each New Monthly Extension, the required contribution to the Trust Account is revised to the amount of $120,000 for all remaining public shares (the “New Extension Fee”) (as compared to the original amount of lesser of (i) $60,000 for all remaining public shares, and (ii) $0.04 for each remaining public share). |
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| · | The Trust Agreement will be amended, among the others, that to effectuate each New Monthly Extension, a deposit of $120,000 for all remaining public shall be made to the Trust Account. |
In addition to the above, the Company agrees to file a current report on Form 8-K in connection with each New Monthly Extension pursuant to applicable rules and regulations. In the event that any New Extension Fee is not deposited into the Trust Account by 27th of each succeeding month after the Meeting until November 27, 2025, the Company has agreed to grant irrevocable rights to the trustee to force the Company to liquidate the Trust Account within two weeks from 27th of such month, pursuant to terms and conditions of the Trust Agreement. Furthermore, as disclosed in the Company’s registration statement on Form S-1 (File No. 333-268578) in connection with its initial public offering, when redeeming public shares, the proceeds 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 franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to the Company to pay dissolution expenses) will be used to fund the redemption. The Company agrees not to use such trust proceeds including interests earned to pay dissolution expenses.
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Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the date of the Extraordinary Meeting, the proposed New Extension Fee and the proposed amendment to the Trust Agreement. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Additional Information and Where to Find It
On November 19, 2024, the Company filed the Definitive Proxy Statement with the SEC in connection with its solicitation of proxies for the Extraordinary Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Definitive Proxy Statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or contact proxy solicitor:
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com
Participants in the Solicitation
The Company and its respective directors and officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Extraordinary Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the Definitive Proxy Statement. You may obtain free copies of these documents using the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
| Description |
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| 104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Horizon Space Acquisition I Corp. |
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| Date: December 20, 2024 | By: | /s/ Mingyu (Michael) Li |
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| Name: | Mingyu (Michael) Li |
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| Title: | Chief Executive Officer |
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EXHIBIT 99.1
Horizon Space Acquisition I Corp. Announces
Revised Contribution to Trust Account in Connection with the Proposed Charter Amendment
New York, December 20, 2024 /PR NEWSWIRE/ -- Horizon Space Acquisition I Corp. (the “Company”) (NASDAQ: HSPO) today announced that, in connection with its previously announced extraordinary general meeting of shareholders in lieu of an annual general meeting to be held on December 20, 2024 (the “Meeting”), the Company has revised the terms and conditions in connection with the proposal to amend the Company’s current charter (the “MAA Amendment Proposal”) and the proposal to amend the trust agreement with the trustee of the Company’s trust account (the “Trust Amendment Proposal”). The revised terms and conditions, among other things, include:
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| · | If the shareholders approve the MAA Amendment Proposal and the Trust Amendment Proposal, the Company will have until December 27, 2024 to complete a business combination and may elect to extend up to twelve times, each by a one-month extension, for a total up to twelve months to December 27, 2025 (such extension, the “New Monthly Extension”). For each New Monthly Extension, the required contribution to the trust account of the Company (the “Trust Account”) is revised to the amount of $120,000 for all remaining public shares (the “New Extension Fee”) (as compared to the original amount of lesser of (i) $60,000 for all remaining public shares, and (ii) $0.04 for each remaining public share). |
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| · | The Investment Management Trust Agreement dated December 21, 2022, between the Company and Continental Stock Transfer & Trust Company (as the same may be amended, restated or supplemented, the “Trust Agreement”) will be amended, among the others, that to effectuate each New Monthly Extension, a deposit of $120,000 for all remaining public shall be made to the Trust Account. |
In addition to the above, the Company agrees to file a current report on Form 8-K in connection with each New Monthly Extension pursuant to applicable rules and regulations. In the event that any New Extension Fee is not deposited into the Trust Account by 27th of each succeeding month after the Meeting until November 27, 2025, the Company has agreed to grant irrevocable rights to the trustee to force the Company to liquidate the Trust Account within two weeks from 27th of such month, pursuant to terms and conditions of the Trust Agreement. Furthermore, as disclosed in the Company’s registration statement on Form S-1 (File No. 333-268578) in connection with its initial public offering, when redeeming public shares, the proceeds 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 franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to the Company to pay dissolution expenses) will be used to fund the redemption. The Company agrees not to use such trust proceeds including interests earned to pay dissolution expenses.
For further information, you may refer to the current report on Form 8-K to be filed by the Company with the Securities and Exchange Commission (the “SEC”) on or around December 20, 2024.
The record date for determining the Company shareholders entitled to receive notice of and to vote at the Meeting remains the close of business on November 14, 2024 (the “Record Date”). Shareholders as of the Record Date can vote, even if they have subsequently sold their shares. Shareholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Shareholders who have not yet done so are encouraged to vote as soon as possible.
If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, NY 10004-1561
E-mail: spacredemptions@continentalstock.com
Shareholders who have questions regarding the Meeting or the impact on the votes casted, or would like to request documents may contact the Company’s proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.
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Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the date of the Meeting and the proposed New Extension Fee and the proposed amendments to the Trust Agreement. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
No Offer or solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Additional Information and Where to Find It
On November 19, 2024, the Company filed a definitive proxy statement with the SEC in connection with its solicitation of proxies for the Meeting. The Company will amend and supplement the definitive proxy statement to provide information about the New Extension Fee and the proposed amendments to the Trust Agreement. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or by contacting the Company’s proxy solicitor.
Participants in the Solicitation
The Company and its respective directors and officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement. You may obtain free copies of these documents using the sources indicated above.
About Horizon Space Acquisition I Corp.
Horizon Space Acquisition I Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.
Contact Information:
Michael Li
Chief Executive Officer
Horizon Space Acquisition I Corp.
(646)257-5537
mcli@horizonspace.cc
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