Horizon Space Acquisition II Corp. Issues Convertible Promissory Note to Sponsor

Key Developments

• Material Agreement Signed: Horizon Space Acquisition II Corp. (the “Company”) entered into a promissory note with its sponsor, William Wang, on March 17, 2026.
• Direct Financial Obligation Created: The note represents a direct financial obligation and can be converted into equity units under certain conditions.
• Extension on Business Combination Deadline: The Company now has the ability to extend its deadline to complete a business combination up to 12 times, each by one month, moving the final possible date to February 18, 2027, subject to the sponsor’s consent and funding.
• Unregistered Sales of Equity Securities: The note and the equity units issuable upon conversion are not registered with the SEC and are subject to restrictions.

Details of the Promissory Note

• No Interest: The note is non-interest bearing.
• Maturity Date: The note is payable upon the earlier of the Company completing a business combination or the end of the Company’s term.
• Default Events: The note may be accelerated in the event of non-payment, bankruptcy, breaches, cross-defaults, enforcement actions, or unlawfulness.
• Conversion Right: The sponsor (William Wang) has the right, but not the obligation, to convert the outstanding principal into private units of the Company. Each unit consists of one ordinary share (par value \$0.0001) and one right to receive 1/10th of one ordinary share upon completion of a business combination. The conversion price is \$10.00 per unit.
• Conversion Notice: Sponsor must notify the Company at least two business days before a business combination closing to exercise conversion.
• Restrictions on Transfer: Units (and underlying securities) issued upon conversion cannot be transferred or sold until the completion of the Company’s initial business combination, with certain limited exceptions. However, these units do have registration rights.
• Exemption from Registration: The issuance of the note relies on Section 4(a)(2) of the Securities Act (private placement exemption).

Impact and Shareholder Considerations

• Potential Dilution: If the sponsor converts the note into units, this will result in the issuance of new shares and rights, causing potential dilution to existing shareholders. The exact amount will depend on the principal outstanding at the time of conversion.
• Business Combination Timeline Extended: The Company’s ability to extend the business combination deadline up to twelve additional months (with sponsor funding) gives more flexibility and time to identify and close an acquisition, but may also delay the return of capital to shareholders if no suitable business combination is found.
• Price Sensitivity: The creation of a convertible obligation and possible equity issuance, along with the extension of the SPAC’s timeline, are material events that can move the share price. Investors should monitor further updates regarding business combination negotiations, the exercise of the conversion right, and any changes in the Company’s capital structure.
• Emerging Growth Company Status: The Company is classified as an emerging growth company, which can impact its reporting and compliance obligations.

Securities Information

• Trading Symbols:
  • Units (ordinary share + right): HSPTU
  • Ordinary shares: HSPT
  • Rights: HSPTR

  All are listed on NASDAQ.

Exhibit Filed

• The full text of the promissory note issued to William Wang is attached as Exhibit 10.1 to the 8-K filing.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filings and consult their financial advisors before making investment decisions. The information herein is based on the Company’s Form 8-K filed on March 18, 2026, and subsequent events may affect the accuracy or completeness of the information provided.

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