02/18/2026 | Press release | Distributed by Public on 02/18/2026 05:20
Item 1.01. Entry into a Material Definitive Agreement.
On February 13, 2026, Horizon Space Acquisition II Corp. ("HSPT" or the "Company"), a Cayman Islands exempted company held an extraordinary general meeting (the "Extension EGM"), where the shareholders of the Company approved, among others, the Company to amend the Investment Management Trust Agreement dated November 14, 2024 (the "Trust Agreement"), by and between the Company and Wilmington Trust, National Association (the "Trustee") to provide that the Trustee must commence liquidation of the Company's trust account (the "Trust Account") only and promptly after its receipt of the applicable instruction letter delivered by the Company in connection with either a closing of an initial business combination or the Company's inability to effect an initial business combination by February 18, 2026, or up to February 18, 2027, if extended by depositing per month the lesser of (i) $50,000 for all remaining public shares and (ii) $0.033 for each remaining public share in the Trust Account. Upon the shareholders' approval, on February 17, 2026, the Company and the Trustee entered into the amendment to the Trust Agreement (the "Trust Amendment").
A copy of 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 Extension EGM, 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 "Current MAA") to provide that the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses, 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 units sold in the Company's initial public offering that was consummated on November 18, 2024, by February 18, 2026 (the "Termination Date"), and if the Company does not consummate a business combination by February 18, 2026, the Termination Date may be extended up to twelve times, each by an additional one-month extension, for a total of up to twelve months to February 18, 2027, without the need for any further approval of the Company's shareholders (such amendment to the Current MAA, the "MAA Amendment").
A copy of the MAA Amendment 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 MAA Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the MAA Amendment.