Horizon Space Acquisition II Corp 8-K, filed Feb 18, 2026
Horizon Space Acquisition II Corp. (HSPT)
About this 8-K
Horizon Space Acquisition II Corp filed this 8-K on February 18, 2026, reporting on events of February 12, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
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Securities registered pursuant to Section 12(b) of the Act.
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Item 1.01. Entry into a Material Definitive Agreement.
On February 13, 2026, Horizon Space Acquisition II Corp. (“HSPT” or the “Company”), a Cayman Islands exempted company held an extraordinary general meeting (the “Extension EGM”), where the shareholders of the Company approved, among others, the Company to amend the Investment Management Trust Agreement dated November 14, 2024 (the “Trust Agreement”), by and between the Company and Wilmington Trust, National Association (the “Trustee”) to provide that the Trustee must commence liquidation of the Company’s trust account (the “Trust Account”) only and promptly after its receipt of the applicable instruction letter delivered by the Company in connection with either a closing of an initial business combination or the Company’s inability to effect an initial business combination by February 18, 2026, or up to February 18, 2027, if extended by depositing per month the lesser of (i) $50,000 for all remaining public shares and (ii) $0.033 for each remaining public share in the Trust Account. Upon the shareholders’ approval, on February 17, 2026, the Company and the Trustee entered into the amendment to the Trust Agreement (the “Trust Amendment”).
A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Trust Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Trust Amendment.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Extension EGM, the shareholders of the Company approved the proposal to amend Articles 48.7 and 48.8 of the Company’s Amended and Restated Memorandum and Articles of Association (the “Current MAA”) to provide that the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses, or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company’s public shares included as part of the units sold in the Company’s initial public offering that was consummated on November 18, 2024, by February 18, 2026 (the “Termination Date”), and if the Company does not consummate a business combination by February 18, 2026, the Termination Date may be extended up to twelve times, each by an additional one-month extension, for a total of up to twelve months to February 18, 2027, without the need for any further approval of the Company’s shareholders (such amendment to the Current MAA, the “MAA Amendment”).
A copy of the MAA Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. The foregoing description of the MAA Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the MAA Amendment.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Extraordinary General Meeting to Approve the Business Combination
On February 12, 2026, HPST held an extraordinary general meeting (the “Business Combination EGM”) in connection with the Business Combination (as defined below) contemplated by that certain Business Combination Agreement, dated May 9, 2025 (as amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among SL Science Holding Limited, a Cayman Islands exempted company limited by shares (“PubCo”), HSPT, CW Mega Limited, a Cayman Islands exempted company limited by shares (“Merger Sub I”), WW Century Limited, a Cayman Islands exempted company limited by shares (“Merger Sub II”), and SL BIO Ltd., a Cayman Islands exempted company limited by shares (“SL Bio”), pursuant to which, among other things, (i) Merger Sub I will merge with and into HSPT, with HSPT as the surviving entity and a wholly-owned subsidiary of PubCo (the “First Merger”), and (ii) following the First Merger, Merger Sub II will merge with and into SL Bio, with SL Bio as the surviving entity and a wholly-owned subsidiary of PubCo (the “Second Merger,” and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).
The Business Combination is described in the definitive proxy statement filed by HSPT (as amended, restated or supplemented, the “Business Combination Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) on January 13, 2026.
On December 29, 2025, the record date for the Business Combination EGM, there were 9,080,000 ordinary shares of HSPT entitled to be voted at the Business Combination EGM, approximately 68.26% of which were represented in person or by proxy at the Business Combination EGM.
The final results for each of the matters submitted to a vote of HSPT’s shareholders at the Business Combination EGM, each of which is described in detail in the Business Combination Proxy Statement, are as follows. The adjournment proposal described in the Business Combination Proxy Statement was not presented at the Business Combination EGM because there were enough votes to approve the other proposals presented at the Business Combination EGM.
1. The Business Combination Proposals
The shareholders approved the following proposals by special resolutions:
| (a) | (i) the Business Combination Agreement and (ii) other Transaction Documents (as defined in the Business Combination Agreement) be approved, ratified and confirmed in all respects; |
| (b) | the Business Combination which includes the First Merger followed by the Second Merger, and other transactions contemplated in the Business Combination Agreement be approved, ratified and confirmed in all respects; and |
| (c) | the plan of First Merger in relation to the First Merger and the filing of the plan of First Merger with the Registrar of Companies of the Cayman Islands be approved, ratified, and confirmed in all respects. |
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The voting results were as follows:
| FOR | AGAINT | ABSTAIN | BROKER NON-VOTE | |||
| 5,031,013 | 1,166,644 | 0 | 0 |
2. Amended M&A Proposal
By way of a special resolution, the shareholders approved, ratified and confirmed in all respects the amendment and restatement of memorandum and articles of association of PubCo. The voting results were as follows:
| FOR | AGAINT | ABSTAIN | BROKER NON-VOTE | |||
| 5,031,013 | 1,166,644 | 0 | 0 |
3. Sole Director Appointment Proposal
By way of an ordinary resolution, the shareholders approved, ratified and confirmed in all respects the appointment of William Wang Ching-Dong as the sole director of HSPT, with effect from the First Merger Effective Time (as defined in the Business Combination Agreement). The voting results were as follows:
| FOR | AGAINT | ABSTAIN | BROKER NON-VOTE | |||
| 5,031,013 | 1,166,644 | 0 | 0 |
Extraordinary General Meeting to Approve the Extension of the Business Combination Deadline
On December 29, 2025, the record date for the Extension EGM, there were 9,080,000 ordinary shares of HSPT entitled to be voted at the Extension EGM, approximately 73.26% of which were represented in person or by proxy at the Extension EGM.
The final results for each of the matters submitted to a vote of HSPT’s shareholders at the Extension EGM, each of which is described in detail in the definitive proxy statement filed by the HSPT with the SEC on February 3, 2026 (as amended and supplemented, the “Extension Proxy Statement”), are as follows. The adjournment proposal described in the Extension Proxy Statement was not presented at the Extension EGM because there were enough votes to approve the other proposals presented at the Extension EGM.
1. The MAA Amendment Proposal
By way of a special resolution, the shareholders approved the proposal to amend the Company’s Current MAA to provide that the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses, which we refer to as a “business combination,” or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company’s public shares included as part of the units sold in the Company’s initial public offering that was consummated on November 18, 2024, by February 18, 2026, and if the Company does not consummate a business combination by February 18, 2026, the Termination Date may be extended up to twelve times, each by an additional one-month extension, for a total of up to twelve months to February 18, 2027, without the need for any further approval of the Company’s shareholders. The voting results were as follows:
| FOR | AGAINT | ABSTAIN | BROKER NON-VOTE | |||
| 5,735,413 | 916,398 | 0 | 0 |
2. The Trust Amendment Proposal
By way of a special resolution, the shareholders approved, ratified and confirmed in all respects the Trust Amendment. The voting results were as follows:
| FOR | AGAINT | ABSTAIN | BROKER NON-VOTE | |||
| 5,735,413 | 916,398 | 0 | 0 |
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Forward-Looking Statements
This Current Report on Form 8-K includes forward looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may be accompanied by words that convey projected future events or outcomes, such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “target,” “aim,” “plan,” “project,” “forecast,” “should,” “would,” or variations of such words or by expressions of similar meaning. Such forward-looking statements, including statements regarding the advantages and expected growth of the combined company, the cash position of the combined company following the closing, the ability of HSPT and SL Bio to consummate the proposed Business Combination and the timing of such consummation, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in HSPT’s Annual Report on Form 10-K filed with the SEC on March 27, 2025 (the “Form 10-K”), HSPT’s final prospectus dated November 14, 2024 filed with the SEC (the “Final Prospectus”) related to its initial public offering, the Business Combination Proxy Statement, the Extension Proxy Statement and in other documents filed by HSPT with the SEC from time to time. Important factors that could cause the combined company’s actual results or outcomes to differ materially from those discussed in the forward-looking statements include: SL Bio’s or the combined company’s limited operating history; the ability of SL Bio or the combined company to identify and integrate acquisitions; general economic and market conditions impacting demand for the products of SL Bio or the combined company; the inability to complete the proposed Business Combination; the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of cash available following any redemptions by HSPT’s shareholders; the ability to meet stock exchange’s listing standards following the consummation of the proposed Business Combination; costs related to the proposed Business Combination; and such other risks and uncertainties as are discussed in the Form 10-K, the Final Prospectus and Business Combination Proxy Statement, the Extension Proxy Statement and the amendments and supplements thereto. Other factors include the possibility that the proposed Business Combination do not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions.
SL Bio, PubCo and HSPT each expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of SL Bio, PubCo or HSPT with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Additional Information about the Transaction and Where to Find It
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, BUSINESS COMBINATION PROXY STATEMENT, EXTENSION PROXY STATEMENT, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. Shareholders of HSPT will also be able to obtain copies of the Definitive Proxy Statement without charge, at the SEC’s website at www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to the Amended and Restated Memorandum and Articles of Association. | |
| 10.1 | Amendment to the Investment Management Trust Agreement dated February 17, 2026, by and between the Company and Wilmington Trust, National Association. | |
| 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.
| Horizon Space Acquisition II Corp. | ||
| By: | /s/ Mingyu (Michael) Li | |
| Name: | Mingyu (Michael) Li | |
| Title: | Chief Executive Officer | |
Date: February 18, 2026
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Exhibit 3.1
Special Resolution of the Shareholders of the Company - MAA Amendment Proposal
It is resolved as a special resolution that the amended and restated memorandum and articles of association of Horizon Space Acquisition II Corp. be amended by deleting Articles 48.7 and 48.8 in their entirety and replacing them with the following:
“48.7 Notwithstanding any other provision of the Articles and the prospectus relating to the IPO, the Company shall consummate a Business Combination by February 18, 2026, provided however that if the board of Directors anticipates that the Company may not be able to consummate a Business Combination by February 18, 2026, the Company may, without the need for any further approval of the Members, extend the period of time to consummate a Business Combination up to twelve times, each by an additional month (for a total of up to twelve months until February 18, 2027) to complete a Business Combination, subject to the Sponsor or its designees depositing additional funds into the Trust Account for each one month period in accordance with terms as set out in the trust agreement governing the Trust Account and referred to in the prospectus relating to the IPO. In the event that the Company does not consummate a Business Combination by February 18, 2026, or (in the case of up to twelve valid extensions of an additional twelve month) February 18, 2027, or such later time as the Members may approve in accordance with the Articles, the Company shall:
| (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 $50,000 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. |
48.8 In the event that any amendment is made to the Articles:
| (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 February 18, 2026 (or, if such period of time to consummate a Business Combination is extended as described in Article 48.7, up to February 18, 2027), 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.” |
Exhibit 10.1
TRUST AMENDMENT
February 17, 2026
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 17, 2026, by and between Horizon Space Acquisition II Corp., a Cayman Islands company (the “Company”), and Wilmington Trust, National Association (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated November 14, 2024, by and between the parties hereto (as the same may be amended, restated or supplemented, the “Trust Agreement”).
WHEREAS, Pursuant to Section 1(i) of the Trust Agreement, the Trustee agrees to commence liquidation of the Trust Account and distribute the Property in the Trust Account after receipt of, and only in accordance with, a Termination Letter; or in the event that a Termination Letter has not been received by the Trustee by November 18, 2024 (12 months after the closing of the IPO) or, in the event that the Company extended the time to complete the Business Combination for two times, each for a three-month extension for a total of up to six months to May 18, 2026 (18 months after the closing of the IPO) but has not completed the Business Combination within the applicable time period;
WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be modified, amended or deleted without (x) the approval of at least two-thirds of the shareholders of the Company who attend and vote at a general meeting of the Company, or (y) the approval by unanimous written resolutions of all shareholders of the Company;
WHEREAS, the Company further obtained the approval of at least two-thirds of the shareholders of the Company who attend and vote at a general meeting of the Company;
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Amendments to Trust Agreement. |
Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized Representative (as such term is defined below), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay liquidation expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) February 18, 2026, or February 18, 2027 if the Company extends the time to complete its initial Business Combination, and (2) such a later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of associations (the “Memorandum and Articles”); provided, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay liquidation expenses) shall be distributed to the Public Shareholders of record as of such date; provided, further, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders;”
| 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. |
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.
| HORIZON SPACE ACQUISITION II CORP. | ||
| By: | /s/ Mingyu (Michael) Li | |
| Name: | Mingyu (Michael) Li | |
| Title: | Director and Chief Executive Officer | |
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | |
| By: | /s/ Daniel Barnes | |
| Name: | Daniel Barnes | |
| Title: | Assistant Vice President | |
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