Horizon Space Acquisition II Corp. 8-K

What Happened

• Horizon Space Acquisition II Corp. (HSPT) filed an 8-K reporting that, pursuant to a Charter Amendment, it used an extension mechanism to push its deadline to complete a business combination from February 18, 2026 to March 18, 2026. On or about February 18, 2026, Mr. William Wang deposited $50,000 into the company’s trust account to pay the extension fee.
• In connection with that Extension Payment, the company issued an unsecured, non‑interest bearing promissory note for $50,000 to Mr. Wang on February 18, 2026. The Note is payable upon the earlier of (a) the closing of the business combination or (b) the company’s liquidation/expiry. The Note may be converted (at the holder’s option) into private units at a $10.00 per unit rate (units = principal ÷ $10), with conversion notice required at least two business days before closing.
• The company reminded investors that on May 9, 2025 it entered into a business combination agreement involving SL Bio, PubCo and two merger subsidiaries (Merger Sub I & II). Shareholder votes in February 2026 approved the business-combination and extension-related proposals.

Key Details

• Extension: one-month extension from Feb 18, 2026 to Mar 18, 2026 (first of up to 12 monthly extensions permitted).
• Extension funding: $50,000 deposited into the trust account on/about Feb 18, 2026 by William Wang.
• Promissory Note: $50,000, unsecured, no interest, payable on closing or company expiry; convertible into Units at $10/unit (conversion = principal ÷ $10); conversion notice ≥2 business days before closing.
• Redemptions/votes: 2,012,378 public shares rendered for Business Combination redemption; 4,709,337 public shares rendered for the Extension redemption (per transfer agent VStock, as of Feb 23, 2026).
• Legal/registration: Note issued under the Section 4(a)(2) private placement exemption.

Why It Matters

• Timeline: The one-month extension pushes the deadline for completing the merger to March 18, 2026, giving the parties more time to close the announced combination with SL Bio and PubCo. The company can seek up to 12 one‑month extensions using the same fee structure.
• Short-term financing and obligation: The $50,000 promissory note creates a new unsecured debt obligation (convertible into equity) with no interest — a modest cash commitment but a potential source of dilution if converted into units.
• Redemptions: Millions of public shares have been tendered for redemption; those shares will be redeemed either as part of the Extension process or upon and following closing of the business combination, which affects the company’s post-close public float and cash held in the trust.