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Horizon Space Acquisition II Corp 10-Q for FY2026 Q1

Horizon Space Acquisition II Corp. (HSPT)

10-Q 2026-05-20 For: 2026-03-31

View Original

Added on May 20, 2026

About this 10-Q

Horizon Space Acquisition II Corp filed this 10-Q on May 20, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $29.12K; compared with net income of $472.59K a year earlier
Diluted EPS: $0.07; down 12.5% from $0.08 a year earlier

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Cayman Islands		N/A
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, consisting of one ordinary share, $0.0001 par value, and one Right to acquire one-tenth of one ordinary share	HSPTU	The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share	HSPT	The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-tenth of one ordinary share	HSPTR	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

		Page
Part I.	Financial Information
Item 1.	Financial Statements (Unaudited)	3
	CONDENSED BALANCE SHEETS	3
	UNAUDITED CONDENSED STATEMENTS OF OPERATIONS	4
	UNAUDITED CONDENSED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY	5
	UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS	6
	Notes to Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
Part II	Other Information
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
Signatures		29

	March 31, 2026			December 31, 2025
	(Unaudited)			(Audited)
Assets
Current Assets
Cash	$	9,586		$	7,917
Prepaid expense		72,395			21,614
Total Current Assets		81,981			29,531

Investment held in Trust Account		39,390,860			72,924,060

Total Assets	$	39,472,841		$	72,953,591

Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholders’ Deficit
Current Liabilities
Promissory note, related party	$	990,000		$	990,000
Amount due to related party		571,134			354,484
Promissory note, third party		100,000			-
Ordinary shares subject to redemption		37,482,848			-
Other payable and accrued expenses		205,401			4,696
Total Current Liabilities		39,349,383			1,349,180

Total Liabilities		39,349,383			1,349,180

Commitments and Contingencies (Note 7)

Ordinary shares, $0.0001 par value, 490,000,000 shares authorized, 178,285 and 6,900,000 shares subject to possible redemption at $10.70 and $10.57 per share as of March 31,2026 and December 31,2025, respectively.		1,908,012			72,924,060

Shareholder's Deficit:
Preferred share, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-
Ordinary shares, $0.0001 par value, 490,000,000 shares authorized, 2,180,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025 (excluding 3,502,404 shares subject to redemption and 178,285 shares subject to possible redemption as of March 31, 2026, and 6,900,000 shares subject to possible redemption as of December 31, 2025), respectively		218			218
Additional paid-in capital		-			-
Accumulated deficit		(1,784,772	)		(1,319,867	)
Total Shareholder's Deficit		(1,784,554	)		(1,319,649	)
Total Liabilities Ordinary Shares Subject to Possible Redemptions and Shareholder’s Deficit	$	39,472,841		$	72,953,591

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025

Formation and operating costs	$	364,905		$	253,479
Loss from operations		(364,905	)		(253,479	)

Other income
Interest and dividend income on investments held in Trust		588,076			726,071
Interest expense		(252,293	)		-
Net (loss) income		(29,122	)		472,592

Weighted average shares outstanding of redeemable ordinary shares		1,752,170			6,900,000
Basic and diluted net income per share, ordinary shares	$	0.07		$	0.08
Weighted average shares outstanding of non-redeemable ordinary shares		2,180,000			2,180,000
Basic and diluted net loss per share, non-redeemable ordinary shares	$	(0.06	)	$	(0.03	)

									Additional					Total
	Preferred Shares				Ordinary Shares				Paid-in		Accumulated			Shareholder's
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31,2025 (Audited)		-	$	-		2,180,000	$	218	$	-	$	(1,319,867	)	$	(1,319,649	)
Accretion of carrying value to redemption value		-		-		-		-		-		(435,783	)		(435,783	)
Net income		-		-		-		-		-		(29,122	)		(29,122	)
Balance as of March 31, 2026 (Unaudited)		-	$	-		2,180,000	$	218	$	-	$	(1,784,772	)	$	(1,784,554	)

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025
Cash Flows from Operating Activities:
Net (loss) income	$	(29,122	)	$	472,592
Adjustments to reconcile net income to net cash provided by operating activities:
Dividend and interest income on Trust Account		(588,076	)		(726,071	)
Interest expense		252,293			-
Changes in operating assets and liabilities:
Prepaid expense		(50,781	)		(50,781	)
Accrued expense		200,705			22,316
Net Cash Used in Operating Activities		(214,981	)		(281,944	)

Cash flows from investing activities:
Proceeds from sale of investments in the Trust Account		34,221,276			-
Extension fee deposited into Trust Account		(100,000	)		-
Net Cash Provided by Investing Activities		34,121,276			-

Cash Flows from Financing Activities:
Ordinary shares redemption		(34,221,276	)		-
Proceed from promissory note, third party		100,000			-
Proceeds from related party		216,650			-
Net Cash Used in Financing Activities		(33,904,626	)		-

Net Change in Cash		1,669			(281,944	)

Cash at beginning of the period		7,917			646,720
Cash, end of the period	$	9,586		$	364,776

Supplemental Disclosure of Cash Flow Information:
Subsequent accretion of carrying value for public shares to redemption value	$	435,783		$	726,071
Ordinary share subject to redemption	$	37,230,555		$	-

	For the Three Months Ended
	March 31, 2026
				Non-
	Redeemable			Redeemable
	Common			Common
	Stock			Stock
Basic and diluted net income (loss) per share:
Numerators:
Allocation of net loss including carrying value to redemption value	$	(328,583	)	$	(136,222	)
Net loss attributable to ordinary shares subject to redemption		12,675
Accretion of carrying value to redemption value		435,783			-
Allocation of net income (loss)	$	119,875		$	(136,222	)

Denominators:
Weighted-average shares outstanding		1,752,170			2,180,000
Basic and diluted net income (loss) per share	$	0.07		$	(0.06	)

	For the Three Months Ended
	March 31, 2025
				Non-
	Redeemable			Redeemable
	Common			Common
	Stock			Stock
Basic and diluted net income (loss) per share:
Numerators:
Allocation of net loss including carrying value to redemption value	$	(192,622	)	$	(60,857	)
Accretion of carrying value to redemption value		726,071			-
Allocation of net income (loss)	$	533,449		$	(60,857	)

Denominators:
Weighted-average shares outstanding		6,900,000			2,180,000
Basic and diluted net income (loss) per share	$	0.08		$	(0.03	)

·	Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

·	Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

·	Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

	Share			Amount
Gross proceeds from the IPO		6,900,000		$	69,000,000
Less:
Gross Proceeds from the IPO allocated to public rights		-			(903,900	)
Offering costs of public shares		-			(1,806,783	)
Plus:
Initial accretion of carrying value to redemption value		-			2,710,683
Accretion of carrying value to redemption value		-			3,924,060
Ordinary shares subject to possible redemption, December 31, 2025		6,900,000		$	72,924,060
Less:
Redemption of Ordinary Shares		(3,219,311	)		(34,221,276	)
Reclassification of ordinary share subject to redemption as liability		(3,502,404	)		(37,230,555	)
Plus: Accretion of carrying value to redemption value		-			435,783
Ordinary shares subject to possible redemption, March 31, 2026		178,285		$	1,908,012

Exhibit No.		Description
10.1*		Sponsor Promissory Note, dated May 18, 2026, issued by the Company to Horizon Space Acquisition II Sponsor Corp.
10.2*		Promissory Note, dated May 18, 2026, issued by the Company to William Wang
31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	Horizon Space Acquisition II Corp.

Date: May 20, 2026	By:	/s/ Mingyu (Michael) Li
		Mingyu (Michael) Li
		Chief Executive Officer

Date: May 20, 2026	By:	/s/ Min (Lydia) Zhai
		Min (Lydia) Zhai
		Chief Financial Officer

1.	Principal. The principal balance of this Note shall be payable by the Maker to the Payee upon the date on which the Maker consummates a business combination or merger with a qualified target company (as described in its Prospectus (as defined below)) (a “Business Combination”) or the date of expiry of the term of the Maker, whichever is earlier (such date, the “Maturity Date”). The principal balance may be prepaid at any time prior to the Maturity Date without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2.	Conversion Rights. The Payee has the right, but not the obligation, to convert this Note, in whole or in part, into private unit (the “Units”) of the Maker, each consisting of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of a Business Combination, as described in the Prospectus of the Maker (File No. 333-282758) (the “Prospectus”), by providing the Maker with written notice of its intention to convert this Note at least two business days prior to the closing of a Business Combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00.

	(a)	Fractional Units. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units to which Payee would otherwise be entitled, the Maker will pay to Payee in cash the amount of the unconverted principal balance of this Note that would otherwise be converted into such fractional Units.

	(b)	Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this Note at least two business days prior to the closing of a Business Combination, this Note shall be deemed to be converted on such closing date. At its expense, the Maker will, upon receipt of such conversion notice, as soon as practicable after consummation of a Business Combination, issue and deliver to Payee, at Payee’s address as requested by Payee in its conversion notice, a certificate or certificates for the number of Units to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Units as described herein.

3.	Interest. This Note does not carry any interest on the unpaid principal balance of this Note, provided, that, any overdue amounts shall accrue default interest at a rate per annum equal to the interest rate which is the prevailing short term United States Treasury Bill rate, from the date on which such payment is due until the day on which all sums due are received by the Payee.

4.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including but not limited to reasonable attorney’s and auditor’s fees and expenses, then to the payment in full of any late charges, and finally to the reduction of the unpaid principal balance of this Note.

5.	Events of Default. The following shall constitute an event of default (each, an “Event of Default”):

	(a)	Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note more than 5 business days of the Maturity Date.

	(b)	Voluntary Bankruptcy, etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.

	(c)	Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

	(d)	Breach of Other Obligations. The Maker fails to perform or comply with any one or more of its obligations under this Note.

	(e)	Cross Default. Any present or future indebtedness of the Maker in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any event of default, or any such indebtedness is not paid when due or, as the case may be, within any applicable grace period.

	(f)	Enforcement Proceedings. A distress, attachment, execution or other legal process is levied or enforced on or against any assets of the Maker which is not discharged or stayed within 30 days.

	(g)	Unlawfulness and Invalidity. It is or becomes unlawful for the Maker to perform any of its obligations under this Note, or any obligations of the Maker under this Note are not or cease to be legal, valid, binding or enforceable.

	(a)	Upon the occurrence of an Event of Default specified in Section 5(a) and 5(d) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in the documents evidencing the same to the contrary.

	(b)	Upon the occurrence of an Event of Default specified in Sections 5(b), 5(c), 5(e), 5(f) and 5(g) hereof, the unpaid principal balance of this Note, and all other sums payable with regard to this Note hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.

7.	Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Payee all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Payee after payment of all such Taxes shall be not less than the full amount provided hereunder.

8.	Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.

9.	Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “business day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in China and New York for general banking business.

10.	Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service to the address most recently provided in writing to such party or such other address as may be designated in writing by such party, (ii) by fax to the number most recently provided to such party or such other fax number as may be designated in writing by such party, or (iii) by email, to the email address most recently provided to such party or such other email address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on (a) the day of delivery, if delivered personally, (b) only if the receipt is acknowledged, the day after such receipt, if sent by fax or email, (c) the business day after delivery to an overnight courier service, if sent by an overnight courier service, or (d) 5 days after mailing if sent by first class registered or certified mail.

11.	Construction. This Note shall be construed and enforced in accordance with the laws of New York, without regard to conflict of law provisions thereof.

12.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account deriving from the proceeds of the IPO conducted by the Maker and the proceeds of the sale of securities in a private placement (if any) prior to the effectiveness of the IPO, as described in greater detail in the Prospectus filed with the Securities and Exchange Commission in connection with the IPO (the “Trust Account Funds”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the Trust Account Funds or any distribution therefrom for any reason whatsoever. If Maker does not consummate the Business Combination, this Note shall be repaid only from amounts other than Trust Account Funds, if any.

13.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

14.	Assignment. This Note shall be binding upon the Maker and its successors and assigns and is for the benefit of the Payee and its successors and assigns, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. The Payee may at any time without the consent of or notice to the Maker assign to one or more entities all or a portion of its rights under this Note.

By:	/s/ Mingyu (Michael) Li
Name:	Mingyu (Michael) Li
Title:	Director

1.	Principal. The principal balance of this Note shall be payable by the Maker to the Payee upon the date on which the Maker consummates a business combination or merger with a qualified target company (as described in its Prospectus (as defined below)) (a “Business Combination”) or the date of expiry of the term of the Maker, whichever is earlier (such date, the “Maturity Date”). The principal balance may be prepaid at any time prior to the Maturity Date without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2.	Conversion Rights. The Payee has the right, but not the obligation, to convert this Note, in whole or in part, into private unit (the “Units”) of the Maker, each consisting of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of a Business Combination, as described in the Prospectus of the Maker (File No. 333-282758) (the “Prospectus”), by providing the Maker with written notice of its intention to convert this Note at least two business days prior to the closing of a Business Combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00.

Date May 20, 2026	By:	/s/ Mingyu (Michael) Li
		Mingyu (Michael) Li
		Chief Executive Officer (Principal Executive Officer)