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): December 23, 2024

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:

Securities registered pursuant to Section 12(b) of the Act.

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 December 23, 2024, Horizon Space Acquisition I Corp., a Cayman Islands exempted company (the “Company”) held an extraordinary general meeting in lieu of an annual meeting (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 on September 25, 2023, October 4, 2023 and March 22, 2024 (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, among the others, that the Trustee must commence liquidation of the Company’s trust account (the “Trust Account”) by December 27, 2024, or, if further extended by up to twelve one-month extensions (the “Monthly Extension”), up to December 27, 2025. Upon the shareholders’ approval, on December 23, 2024, the Company and the Trustee entered into the amendment to the Trust Agreement. To effectuate each Monthly Extension, the monthly extension fee in the amount of $120,000 for all remaining public share should be deposited in the Trust Account (the “Monthly Extension Payment”). In the event that any Monthly Extension Payment is not deposited into the Trust Account by 27th of each succeeding month until November 27, 2025, the Trustee shall commence to liquidate the Trust Account within two weeks from 27th of such month, pursuant to terms and conditions of 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”) (such amendment, the “Amended 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 December 27, 2024 (the “Termination Date”), and if the Company does not consummate a business combination by December 27, 2024, the Termination Date may be extended up to twelve times, each by a Monthly Extension, for a total of up to twelve months to December 27, 2025, without the need for any further approval of the Company’s shareholders.

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 November 14, 2024, the record date of the Shareholder Meeting, there were 7,832,390 issued and outstanding Ordinary Shares, approximately 98% 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 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 December, 2024, and if the Company does not consummate a business combination by December 27, 2024, the Termination Date may be extended up to twelve times, each by a Monthly Extension, for a total of up to twelve months to December 27, 2025, without the need for any further approval of the Company’s shareholders. The voting results were as follows:

2. 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 December 27, 2024, or, if further extended by up to twelve Monthly Extensions, up to December 27, 2025. The voting results were as follows:

3. Director Re-election Proposal

The shareholders approved the proposal to approve the re-election of Angel Colon as Class I director of the Company to serve a three-year term until the third succeeding annual general meeting after this Extraordinary Meeting or until his successor is appointed and qualified. The voting results were as follows:

4. Auditor Appointment Proposal

The shareholders approved the proposal to ratify the engagement of UHY LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023 and approve the engagement of UHY LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The voting results were as follows:

Item 8.01. Other Events.

In connection with the votes to approve the Charter Amendment Proposal and the Trust Amendment Proposal, 3,663,651 Ordinary Shares of the Company were rendered for redemption.

Item 9.01 Financial Statements and Exhibits. 

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.