Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.

Item 8.01. Other Events.

PIPE Agreements

On May 9, 2025, Horizon Space Acquisition II Corp. ("HSPT") entered into the Business Combination Agreement (the "Business Combination Agreement") with SL Science Holding Limited, a Cayman Islands exempted company limited by shares ("PubCo"), CW Mega Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo ("Merger Sub I"), WW Century Limited, a Cayman Islands exempted company limited by shares 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 which, among other things, (i) Merger Sub I will merge 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 will merge 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 will become a subsidiary of PubCo, and HSPT's shareholders and SL Bio's shareholders will receive ordinary shares of par value of $0.00001 each of PubCo (the "PubCo Ordinary Shares").

In connection with the Business Combination, as of the date hereof, PubCo has entered into subscription agreements (the "Subscription Agreements" and the transactions contemplated under the Subscription Agreements, the "PIPE Financing") with certain investors (the "PIPE Investors"), pursuant to which the PIPE Investors have committed to purchase an aggregate of 780,000 units of PubCo (the "PubCo Units"), in a private placement for a purchase price of $10.00 per PubCo Unit. Each PubCo Unit consists of (i) one PubCo Ordinary Share and (ii) one series A preferred share of PubCo, par value $0.00001 per share (the "PubCo Preferred Shares"). Each PubCo Preferred Share will be converted into one-third (1/3) of one PubCo Ordinary Share (such converted PubCo Ordinary Shares, the "Conversion Shares") on the six-month anniversary of the closing of the Business Combination. The PIPE Financing is expected to close in conjunction with the closing of the Business Combination and generate gross proceeds of approximately $7,800,000.

PubCo agreed to file a resale registration statement (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC") to register the PubCo Ordinary Shares and Conversion Shares acquired by the PIPE Investors under the Subscription Agreements (the "Securities"). In the meantime, each PIPE Investor entered into a lock-up agreement with PubCo, pursuant to which each PIPE Investor agreed not to sell or otherwise dispose of the Securities for a period of six (6) months following the closing date of the PIPE Financing, unless PubCo consummates a subsequent liquidation, merger, share exchange or other similar transaction within this lock-up period which results in all of PubCo's shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property.

The Subscription Agreements are conditioned upon the prior or substantially concurrent closing of the Business Combination and contain customary representations, warranties and agreements by PubCo and the Investors, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties, and termination provisions.

The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.