Horizon Space Acquisition I Corp. Announces Revised Contribution to Trust Account in Connection with the Proposed Charter Amendment
20 Dicembre 2024 - 2:30PM
Horizon Space Acquisition I Corp. (the “Company”) (NASDAQ: HSPO)
today announced that, in connection with its previously announced
extraordinary general meeting of shareholders in lieu of an annual
general meeting to be held on December 20, 2024 (the “Meeting”),
the Company has revised the terms and conditions in connection with
the proposal to amend the Company’s current charter (the “MAA
Amendment Proposal”) and the proposal to amend the trust agreement
with the trustee of the Company’s trust account (the “Trust
Amendment Proposal”). The revised terms and conditions, among other
things, include:
- If the shareholders approve the MAA Amendment Proposal and the
Trust Amendment Proposal, the Company will have until December 27,
2024 to complete a business combination and may elect to extend up
to twelve times, each by a one-month extension, for a total up to
twelve months to December 27, 2025 (such extension, the “New
Monthly Extension”). For each New Monthly Extension, the required
contribution to the trust account of the Company (the “Trust
Account”) is revised to the amount of $120,000 for all remaining
public shares (the “New Extension Fee”) (as compared to the
original amount of lesser of (i) $60,000 for all remaining public
shares, and (ii) $0.04 for each remaining public share).
- The Investment Management Trust Agreement dated December 21,
2022, between the Company and Continental Stock Transfer &
Trust Company (as the same may be amended, restated or
supplemented, the “Trust Agreement”) will be amended, among the
others, that to effectuate each New Monthly Extension, a deposit of
$120,000 for all remaining public shall be made to the Trust
Account.
In addition to the above, the Company agrees to
file a current report on Form 8-K in connection with each New
Monthly Extension pursuant to applicable rules and regulations. In
the event that any New Extension Fee is not deposited into the
Trust Account by 27th of each succeeding month after the Meeting
until November 27, 2025, the Company has agreed to grant
irrevocable rights to the trustee to force the Company to liquidate
the Trust Account within two weeks from 27th of such month,
pursuant to terms and conditions of the Trust Agreement.
Furthermore, as disclosed in the Company’s registration statement
on Form S-1 (File No. 333-268578) in connection with its initial
public offering, when redeeming public shares, the proceeds 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 to pay franchise and income taxes as well as expenses
relating to the administration of the Trust Account (less up to
$100,000 of interest released to the Company to pay dissolution
expenses) will be used to fund the redemption. The Company agrees
not to use such trust proceeds including interests earned to pay
dissolution expenses.
For further information, you may refer to the
current report on Form 8-K to be filed by the Company with the
Securities and Exchange Commission (the “SEC”) on or around
December 20, 2024.
The record date for determining the Company
shareholders entitled to receive notice of and to vote at the
Meeting remains the close of business on November 14, 2024 (the
“Record Date”). Shareholders as of the Record Date can vote, even
if they have subsequently sold their shares. Shareholders who have
previously submitted their proxies or otherwise voted and who do
not want to change their vote need not take any action.
Shareholders who have not yet done so are encouraged to vote as
soon as possible.
If you have questions regarding the
certification of your position or delivery of your shares, please
contact:
Continental Stock Transfer & Trust Company1
State Street 30th FloorNew York, NY 10004-1561E-mail:
spacredemptions@continentalstock.com
Shareholders who have questions regarding the
Meeting or the impact on the votes casted, or would like to request
documents may contact the Company’s proxy solicitor, Advantage
Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206)
870-8565, or by email at ksmith@advantageproxy.com.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by
the use of words such as “believes,” “expects,” “intends,” “plans,”
“estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other
similar expressions. Such statements may include, but are not
limited to, statements regarding the date of the Meeting and the
proposed New Extension Fee and the proposed amendments to the Trust
Agreement. These statements are based on current expectations on
the date of this press release and involve a number of risks and
uncertainties that may cause actual results to differ
significantly. The Company does not assume any obligation to update
or revise any such forward-looking statements, whether as the
result of new developments or otherwise. Readers are cautioned not
to put undue reliance on forward-looking statements.
No Offer or solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the potential transactions and does
not constitute an offer to sell or a solicitation of an offer to
buy any securities of the Company, nor shall there be any sale of
any such securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
Additional Information and Where to Find
It
On November 19, 2024, the Company filed a
definitive proxy statement with the SEC in connection with its
solicitation of proxies for the Meeting. The Company will amend and
supplement the definitive proxy statement to provide information
about the New Extension Fee and the proposed amendments to the
Trust Agreement. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY
FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the
definitive proxy statement (including any amendments or supplements
thereto) and other documents filed with the SEC through the web
site maintained by the SEC at www.sec.gov or by
contacting the Company’s proxy
solicitor. Participants in the
Solicitation
The Company and its respective directors and
officers may be deemed to be participants in the solicitation of
proxies from shareholders in connection with the Meeting.
Additional information regarding the identity of these potential
participants and their direct or indirect interests, by security
holdings or otherwise, is set forth in the definitive proxy
statement. You may obtain free copies of these documents using the
sources indicated above.
About Horizon Space Acquisition I
Corp.
Horizon Space Acquisition I Corp. is a blank
check company, also commonly referred to as a special purpose
acquisition company, or SPAC, formed for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or similar business combination
with one or more businesses or entities.
Contact Information:
Michael LiChief Executive OfficerHorizon Space
Acquisition I Corp.(646)257-5537mcli@horizonspace.cc
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