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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): October 27, 2025

 

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 1.01. Entry into a Material Definitive Agreement.

 

On October 27, 2025, Horizon Space Acquisition I Corp., a Cayman Islands exempted company (the “Company”) held an extraordinary general meeting in lieu of an annual meeting of shareholders (the “Shareholder Meeting”), where the shareholders of the Company approved, among others, the Company to amend the Investment Management Trust Agreement dated December 21, 2022, as further amended (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”) to provide that the Trustee must commence liquidation of the Company’s trust account (the “Trust Account”) by October 27, 2025, or, if further extended by up to six one-month extensions (the “Monthly Extension”), up to April 27, 2026. Upon the shareholders’ approval, on October 27, 2025, the Company and the Trustee entered into the amendment to the Trust Agreement.

 

A copy of the amendment to the Trust Agreement (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 Shareholder Meeting, 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 “Charter”) to provide that the Company must (i) consummate 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 public units issued in the Company’s initial public offering, by October 27, 2025 (the “Termination Date”), and if the Company does not consummate a business combination by October 27, 2025, the Termination Date may be extended up to six times, each by a Monthly Extension, for a total of up to six months to April 27, 2025, without the need for any further approval of the Company’s shareholders.

 

In addition, at the Shareholder Meeting, the shareholders of the Company also approved the proposal to amend Articles 48.2, 48.4, 48.5, and 48.8 of the Charter (such amendment, together with the amendment mentioned in the last paragraph, the “Amended Charter”) to eliminate the limitation that the Company may not redeem the Company’s public shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions.

 

A copy of the Amended Charter 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 Amended Charter does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Amended Charter.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On October 7, 2025, the record date of the Shareholder Meeting, there were 4,168,739 issued and outstanding Ordinary Shares, approximately 98.7% of which were represented in person or by proxy at the Shareholder Meeting.

 

The final results for the matter submitted to a vote of the Company’s shareholders at the Shareholder Meeting are as follows:

 

1. The NTA Requirement Amendment Proposal

 

The shareholders approved the proposal to amend Articles 48.2, 48.4, 48.5, and 48.8 of the Company’s Charter to eliminate the limitation that the Company may not redeem the Company’s public shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions. The voting results were as follows:

 

FOR

 

AGAINST

 

ABSTAIN

2,801,460

 

1,314,363

 

0

 

 
2

 

 

2. The Charter Amendment Proposal

 

The shareholders approved the proposal to amend the Company’s Charter to provide that the Company must (i) consummate 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 public units issued in the Company’s initial public offering, by October 27, 2025, and if the Company does not consummate a business combination by October 27, 2025, the Termination Date may be extended up to six times, each by a Monthly Extension, for a total of up to six months to April 27, 2026, without the need for any further approval of the Company’s shareholders. The voting results were as follows:

 

FOR

 

AGAINST

 

ABSTAIN

2,792,979

 

1,322,844

 

0

 

3. The Trust Amendment Proposal

 

The shareholders approved the proposal to amend the Trust Agreement to provide that the Trustee must commence liquidation of the Trust Account by October 27, 2025, or, if further extended by up to six Monthly Extensions, up to April 27, 2026. The voting results were as follows:

 

FOR

 

AGAINST

 

ABSTAIN

2,792,979

 

1,322,844

 

0

 

4. Director Re-election Proposal

 

The shareholders approved the proposal to approve the re-election of each of Mark Singh and Rodolfo Jose Gonzalez Caceres as Class II director of the Company to serve a three-year term until the third succeeding annual general meeting after this Shareholder Meeting or until his successor is appointed and qualified. The voting results were as follows:

 

(1) Mark Singh:

 

FOR

 

AGAINST

 

ABSTAIN

2,801,438

 

1,314,383

 

0

 

(2) Rodolfo Jose Gonzalez Caceres”

 

FOR

 

AGAINST

 

ABSTAIN

2,801,438

 

1,314,383

 

0

 

5. Auditor Appointment Proposal

 

The shareholders approved the proposal to approve the engagement of UHY LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:

 

FOR

 

AGAINST

 

ABSTAIN

2,801,440

 

1,314,383

 

0

 

Item 8.01. Other Events.

 

In connection with the votes to approve the NTA Requirement Amendment Proposal and the Charter Amendment Proposal, 1,764,505 Ordinary Shares of the Company were rendered for redemption. As a result, the Company has 2,404,234 Ordinary Shares issued and outstanding.

 

Item 9.01 Financial Statements and Exhibits. 

 

Exhibit No.

 

Description

3.1

 

Special resolution of the shareholders of the Company to amend the Amended and Restated Memorandum and Articles of Association dated October 27, 2025

10.1

 

Amendment to the Investment Management Trust Agreement dated October 27, 2025, between the Company and Continental Stock Transfer & Trust Company.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
3

 

 

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 I Corp.

 

 

 

 

 

By:

/s/ Mingyu (Michael) Li

 

 

Name: 

Mingyu (Michael) Li

 

 

Title:

Chief Executive Officer

 

 

 

 

 

Date: October 28, 2025

 

 

 

 

 
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EX-3.1 2 hspo_ex31.htm SPECIAL RESOLUTION OF THE SHAREHOLDERS hspo_ex31.htm

 

EXHIBIT 3.1

 

Special Resolution of the Shareholders of the Company - NTA Requirement Amendment

 

It is resolved as a special resolution that the amended and restated memorandum and articles of association of HORIZON SPACE ACQUISITION I CORP. be amended by:

 

(i) deleting Articles 48.2, 48.4 and 48.5 in their entirety and replacing them with the following:

 

“48.2 Prior to the consummation of a Business Combination, the Company shall either:

 

(a) submit such Business Combination to its Members for approval; or

 

(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”

 

“48.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”

 

“48.5 Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of their or any other person with whom they are acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15% of the Public Shares in the aggregate without the prior consent of the Company. If so demanded, the Company shall pay any such redeeming Member, regardless of whether they are voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and in connection with its consummation.”

 

(ii) amending Article 48.8 by deleting the words:

 

“The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

 

 
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 I Corp. be amended by:

 

(i)

deleting Articles 48.7 in its entirety and replacing it 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 October 27, 2025, provided however that if the board of Directors anticipates that the Company may not be able to consummate a Business Combination by October 27, 2025, 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 six times, each by an additional month (for a total of up to six months until April 27, 2026 ) 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 October 27, 2025, or (in the case of up to six valid extensions of an additional six month) April 27, 2026, 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 $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."

 

(ii)

amending Article 48.8(a) by deleting the words:

 

 

"(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 December 27, 2024 (or, if such period of time to consummate a Business Combination is extended as described in Article 48.7, up to December 27, 2025), or such later time as the Members may approve in accordance with the Articles; or"

 

and replacing them with the words:

 

 

"(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 October 27, 2025 (or, if such period of time to consummate a Business Combination is extended as described in Article 48.7, up to April 27, 2026), or such later time as the Members may approve in accordance with the Articles; or"

 

 
2

 

EX-10.1 3 hspo_ex101.htm AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT hspo_ex101.htm

 

EXHIBIT 10.1 

 

TRUST AMENDMENT

 

October 27, 2025

 

THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 27, 2025, by and between Horizon Space Acquisition I Corp., a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company (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 December 21, 2022, by and between the parties hereto (as the same may be amended, restated or supplemented, the “Trust Agreement”).

 

WHEREAS, Section 1(k) of the Trust Agreement provides that the Trustee shall 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 December 27, 2024 or, in the event that the Company extended the time to complete the Business Combination for nine times, each for a one-month extension for a total of up to twelve months to December 27, 2025 but has not completed the Business Combination within the applicable monthly anniversary of the effective date of the prospectus;

 

WHEREAS, Section 7(c) of the Trust Agreement provides that Section 1(k) of the Trust Agreement may only be changed, amended or modified by the affirmative vote of a majority of the then outstanding Ordinary Shares, provided that all Public Shareholders must be given the right to receive a pro-rata portion of the trust account (no less than $10.175 per share plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) in connection with any such amendment);

 

WHEREAS, the Company further obtained the approval of the holders of the affirmative vote of at least a majority of the then outstanding Ordinary Shares;

 

WHEREAS, the Company has obtained the written of Network 1 Financial Securities, Inc.

 

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.

 

(a) The third recital to the Trust Agreement is hereby amended and restated as follows:

 

WHEREAS, on October 27, 2025, the Company’s shareholders approved an amendment to the extension of the deadline to consummate an initial Business Combination to allow that, if the Company is not able to complete its initial Business Combination by October 27, 2025, the Company may extend the period for up to six times, each by an additional one-month extension, for a total of up to six months to April 27, 2026 (each, an “Extension”); and

 

(b) Section 1(k) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

(k) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Network 1, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by October 27, 2025 or, in the event that the Company extended the time to complete the Business Combination for six times, each for a one-month extension for a total of up to six months to April 27, 2026 but has not completed the Business Combination within the applicable monthly anniversary of the effective date of the prospectus, (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.

 

 
1

 

 

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.

 

[signature page to trust amendment]

 

 
2

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.

 

HORIZON SPACE ACQUISITION I CORP.

 

 

 

By:

/s/ Mingyu (Michael) Li

 

 

Name:

Mingyu (Michael) Li

 

Title:

Director and Chief Executive Officer

 

 

 

 

 

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

as Trustee

 

 

 

By:

/s/ Francis Wolf 

 

 

Name:

Francis Wolf 

 

Title:

Vice President 

 

 
3