SCHEDULE: Horizon Space Acquisition II Corp. Completes Merger

Sentiment:

Exit Filing / Schedule 13D Amendment


Horizon Space Acquisition II Corp. has finalized its business combination with SL Bio Ltd., resulting in the reporting persons exiting their positions.

Capital raiseThe filing references a commitment to purchase 200,000 private units for $2,000,000.The filing mentions a requirement to identify at least $5,000,000 in additional equity financing (Transaction Financing).

Summary

  • Horizon Space Acquisition II Corp. (HSPT) successfully consummated its business combination with SL Bio Ltd. on June 12, 2026.
  • The transaction involved a two-step merger process where HSPT and SL Bio became wholly-owned subsidiaries of a new holding company, SL Science Holding Limited (PubCo).
  • HSPT shareholders and SL Bio shareholders received PubCo Ordinary Shares as consideration.
  • Prior to the merger, HSPT units were separated into ordinary shares and rights, with rights converted into ordinary shares.
  • The reporting persons, Horizon Space Acquisition II Sponsor Corp. and Mingyu Li, no longer beneficially own any securities of HSPT following the transaction.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral-to-positive event, as it marks the successful completion of the company's stated business objective.

Positives

  • Successful completion of the business combination, fulfilling the company's primary purpose as a special purpose acquisition company (SPAC).
  • The transaction provides a path for SL Bio Ltd. to become a publicly traded entity under PubCo.
  • The merger was structured to qualify for intended tax treatment under U.S. federal income tax laws.

Negatives

  • The reporting persons have completely exited their equity positions in the issuer.
  • The transaction resulted in the cancellation of all previously held HSPT securities.

Risks

  • The company is a development-stage entity, which inherently involves a high degree of risk.
  • The investment in the securities involves the potential for a complete loss of capital.
  • The company's ability to maintain its listing on Nasdaq is subject to ongoing compliance with exchange rules.

Future Outlook

The company has completed its business combination and is now operating as a subsidiary of PubCo, with the focus shifting to the post-merger integration and operations of the combined entity.

Management Comments

  • Management confirmed the consummation of the business combination on June 12, 2026.
  • Reporting persons certified that the information provided in the exit filing is true, complete, and correct.

Industry Context

StockSavvy.ai notes that this filing represents the typical lifecycle of a SPAC, moving from initial formation and capital raise to the successful identification and acquisition of a target company, followed by the sponsor's exit.

Comparison to Industry Standards

  • The transaction structure follows standard SPAC practices, including the use of a trust account, redemption rights for public shareholders, and a two-step merger process.
  • The inclusion of lock-up agreements and support agreements is consistent with market norms for SPAC business combinations.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board CompositionPost-merger board to consist of four directors nominated by the Company and one director nominated by Acquiror.2026-06-12Significant shift in control to the target company's management.

Legal Proceedings

  • None disclosed.

Related Party Transactions

  • The Sponsor and Mingyu Li were involved in the initial funding and management of the SPAC.

Stakeholder Impact

  • Shareholders of HSPT received PubCo Ordinary Shares.
  • Sponsor and management have exited their positions.

Next Steps

  • Finalization of post-merger corporate governance and integration.
  • Ongoing compliance with Nasdaq listing requirements for PubCo.

Key Dates

DateDescription
2024-07-25Securities Purchase Agreement executed.
2024-07-26Securities Transfer Agreements executed.
2024-11-14Private Units Subscription Agreement executed.
2024-11-19Initial Schedule 13D filed.
2025-05-09Business Combination Agreement signed.
2026-06-12Business Combination consummated.
2026-06-17Final Amendment to Schedule 13D filed.

Keywords

SPAC, Business Combination, Merger, SL Bio Ltd., Horizon Space Acquisition II Corp., Exit Filing, Schedule 13D

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