Horizon Space Acquisition II Corp. 8-K

What Happened
Horizon Space Acquisition II Corp. (HSPT) filed an 8-K (Mar 24, 2026) disclosing that PubCo (the target holding company for the announced business combination with SL BIO Ltd.) entered into subscription agreements for a private investment in public equity (PIPE). The PIPE commitments total 780,000 PubCo units at $10.00 per unit, expected to raise gross proceeds of approximately $7,800,000 upon closing concurrent with the Business Combination (Business Combination Agreement dated May 9, 2025). Each PubCo unit consists of one PubCo ordinary share and one Series A preferred share that converts into one‑third (1/3) of a PubCo ordinary share six months after closing.

Key Details

• PIPE size: 780,000 PubCo units at $10.00 each → ~$7,800,000 gross proceeds.
• Unit composition: 1 PubCo Ordinary Share + 1 PubCo Series A Preferred Share; each preferred converts into 1/3 PubCo Ordinary Share after six months.
• Timing/conditions: Subscription Agreements are conditioned on the prior or substantially concurrent closing of the Business Combination (HSPT → PubCo merger steps dated in the Business Combination Agreement).
• Transfer restrictions & registration: PIPE investors signed six‑month lock‑ups after closing; PubCo agreed to file a resale registration statement with the SEC to register the ordinary and conversion shares. The Subscription Agreement is filed as Exhibit 10.1.
• Item noted: The 8-K reports Unregistered Sales of Equity Securities (Item 3.02) and Other Events regarding the PIPE (Item 8.01).

Why It Matters
This filing shows committed financing (~$7.8M) intended to provide cash to the combined company when HSPT and SL Bio complete their business combination. For retail investors, the PIPE affects post‑transaction capitalization, timing of additional shares (conversion in six months), and short‑term liquidity (six‑month lock-ups). The financing is conditional on completion of the merger and subject to registration and customary closing conditions—meaning proceeds are not final until the transaction closes. The 8‑K also reminds investors to review the registration statement and proxy materials for more details and risks.