Form SCHEDULE 13D/A Horizon Space Acquisitio Filed by: Li Mingyu
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Horizon Space Acquisition II Corp. (Name of Issuer) |
Ordinary Share, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Mingyu Li 1412 Broadway, 21st Floor, Suite 21V New York, NY, 10018 646-257-5537 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/12/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Horizon Space Acquisition II Sponsor Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Mingyu Li | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Share, par value $0.0001 per share | |
| (b) | Name of Issuer:
Horizon Space Acquisition II Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1412 BROADWAY, 21ST FLOOR, SUITE 21V, NEW YORK,
NEW YORK
, 10018. | |
Item 1 Comment:
This amendment No. 1 (the "Amendment") to the Schedule 13D is being filed to amend and supplement the statement on Schedule 13D, initially filed with the Securities and Exchange Commission (the "SEC") on November 19, 2024 ( the "Schedule 13D").
This Amendment relates to Horizon Space Acquisition II Sponsor Corp., a Cayman Islands exempted company and sponsor (the "Sponsor") of Horizon Space Acquisition II Corp. (the "Issuer" or "HSPT"), and Mr. Mingyu Li (together with the Sponsor, the "Reporting Persons"), and the ordinary shares, par value $0.0001 per share, of HSPT (the "Ordinary Shares"). Mr. Li is the sole director of the Sponsor, beneficially owns 50% of the issued and outstanding shares of the Sponsor and has voting and dispositive power over securities held by the Sponsor.
This Amendment is being filed because the Reporting Persons no longer beneficially own any Ordinary Shares of HSPT (the Sponsor had been the holder of record of the Ordinary Shares previously reported on Schedule 13D). Therefore, this Amendment constitutes the final amendment to the Reporting Persons' Schedule 13D and an "exit" filing for the Reporting Persons. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed by the Sponsor and Mr. Mingyu Li. | |
| (b) | The principal business address of the Sponsor is c/o Horizon Space Acquisition II Corp., 1412 Broadway, 21st Floor, Suite 21V, New York, NY 10018. The principal business address of Mr. Li is c/o Horizon Space Acquisition II Corp., 1412 Broadway, 21st Floor, Suite 21V, New York, NY 10018. | |
| (c) | The Sponsor is the sponsor of the Issuer and primarily involved in investment. Mr. Li beneficially owns 50% issued and outstanding shares of the Sponsor. In accordance with the governing documents of the Sponsor, Mr. Li is the sole director of the Sponsor and deemed to have the voting and dispositive rights over the securities of us held by the Sponsor. | |
| (d) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. | |
| (e) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (f) | The Sponsor is a exempted company incorporated in Cayman Islands. Mr. Li is a citizen of the People's Republic of China. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended and supplemented as follows:
Consummation of the Business Combination
On June 12, 2026, HSPT consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of May 9, 2025 ( the "Business Combination Agreement"), with SL Science Holding Limited, a Cayman Islands exempted company ("PubCo"), CW Mega Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo ("Merger Sub I"), WW Century Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo ("Merger Sub II"), and SL Bio Ltd., a Cayman Islands exempted company limited by shares ("SL Bio").
Pursuant to the Business Combination Agreement, (i) Merger Sub I merged with and into HSPT, with HSPT as the surviving entity and a wholly-owned subsidiary of PubCo (the "First Merger"), and (ii) following the First Merger, Merger Sub II merged with and into SL Bio, with SL Bio as the surviving entity and a wholly-owned subsidiary of PubCo (the "Second Merger," and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the "Business Combination"). Upon the consummation of the Business Combination, each of HSPT and SL Bio became a subsidiary of PubCo, and the shareholders of HSPT and SL Bio received ordinary shares of PubCo, par value $0.0001 per share ("PubCo Ordinary Shares"), as consideration and become shareholders of PubCo.
Immediately prior to the First Merger Effective Time (as defined in the Business Combination Agreement), each HSPT Unit issued and outstanding was automatically detached, and the holder thereof was deemed to hold one (1) HSPT Ordinary Share and one (1) HSPT Right in accordance with the terms of the applicable unit (the "Unit Separation"). Each HSPT Right issued and outstanding was then automatically converted into one-tenth (1/10) of one HSPT Ordinary Share (the "Right Conversion"). Immediately following the Unit Separation and Right Conversion, each HSPT Ordinary Share (including those resulting from the Unit Separation and Right Conversion) issued and outstanding immediately prior to the First Merger Effective Time was automatically cancelled and ceased to exist in exchange for the right to receive one (1) newly issued PubCo Ordinary Share.
Upon the consummation of the Business Combination on June 12, 2026, the Reporting Persons no longer beneficially owned any securities of HSPT, including any Ordinary Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. | |
| (b) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. | |
| (c) | Other than the disposition of the shares as reported in this Schedule 13D, no actions in the ordinary shares were effected during the past sixty (60) days by the Reporting Persons. | |
| (d) | N/A | |
| (e) | As of June 12, 2026, the Reporting Persons ceased to beneficially own more than 5% of the issued and outstanding Ordinary Shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended by adding the following to the end of the section:
7.1 Joint Filing Agreement, dated November 19, 2024
10.1 Securities Purchase Agreement by and among the Registrant and the sponsor, dated as of July 25, 2024.
10.2 Securities Transfer Agreement, among the Registrant, the sponsor and the directors, dated as of July 26, 2024
10.3 Securities Transfer Agreement, among the Registrant, the sponsor and the CFO, dated as of July 26, 2024
10.4 Private Units Subscription Agreement dated November 14, 2024 between the Sponsor and the Issuer.
10.5 Business Combination Agreement, dated May 9, 2025, by and among Horizon Space Acquisition II Corp., SL Bio Ltd, SL Science Holding Limited, CW Mega Limited, and WW Century Limited. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS