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Horizon Space Acquisition II Corp 2025年度报告

2026-04-08 美股财报 Andy Yang 杨敏
报告封面

FORM10-K ANNUAL REPORT UNDER SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number001-42152 HORIZON SPACE ACQUISITION II CORP.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act: Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As ofApril 8, 2026, there were 5,860,689 ordinary shares of the Company, par value $0.0001 per share issued and outstanding. HORIZON SPACE ACQUISITION II CORP.TABLE OF CONTENTS PART I4Item 1.Business4Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments17Item 1CCybersecurity17Item 2.Properties17Item 3.Legal Proceedings17Item 4.Mine Safety Disclosures17PART II18Item 5.Market for Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of EquitySecurities18Item 6.Reserved18Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 7A.Quantitative and Qualitative Disclosures About Market Risk24Item 8.Financial Statements and Supplementary Data25Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure25Item 9A.Controls and Procedures25Item 9B.Other Information26Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections26PART III27Item 10.Directors, Executive Officers and Corporate Governance27Item 11.Executive Compensation34Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters34Item 13.Certain Relationships and Related Transactions, and Director Independence36Item 14.Principal Accounting Fees and Services38PART IV39Item 15.Exhibits, Financial Statement Schedules39Item 16.Form 10-K Summary40 CERTAIN TERMS References to the “Company,” “HSPT,” “our Company,” “our,” “us” or “we” refer to Horizon Space Acquisition II Corp. , ablank check company incorporated on March 21, 2023 as a Cayman Islands exempted corporation and formed for the purpose ofentering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar businesscombination with one or more businesses or entities, which we refer to throughout this Annual Report on Form 10-K as our “initialbusiness combination.” References to the “Sponsor” refer to Horizon Space Acquisition II Sponsor Corp. References to “equity-linkedsecurities” are to any securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of