Horizon Space Acquisition II Corp. Units (HSPTU) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Horizon Space Acquisition II Sponsor Corp.

(Last) (First) (Middle)

C/O HORIZON SPACE ACQUISITION II CORP.

1412 BROADWAY, 21ST FLOOR, SUITE 21V

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2024

3. Issuer Name and Ticker or Trading Symbol
Horizon Space Acquisition II Corp. [ HSPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Share	1,868,500(1)(2)(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Rights	(4)	(4)	Ordinary Shares	21,350	0	D

Explanation of Responses:

1. Assuming the over-allotment option is exercised by the underwriters of the IPO of Horizon Space Acquisition II Corp. (the "Issuer") in full within 45 days of the offering, Mr. Mingyu Li may be deemed to beneficially own 1,630,000 ordinary shares of the Issuer held by Horizon Space Acquisition II Sponsor Corp. (the "Sponsor").

2. The Sponsor is the record holder of the shares reported herein. Mr. Mingyu (Michael) Li is the sole director of the Sponsor. Mr. Mingyu (Michael) Li beneficially owns 50% issued and outstanding shares of the Sponsor. In accordance with the governing documents of the Sponsor, Mr. Mingyu (Michael) 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.

3. Including (i) 1,655,000 ordinary shares of the Issuer acquired by the Sponsor prior to the IPO including up to 225,000 ordinary shares subject to forfeiture to the extent that the over-allotment option by the underwriters is not exercised in full or in part; and (ii) up to 213,500 ordinary shares of the Issuer underlying the private units ("Private Units") to be acquired by the Sponsor in a private placement simultaneously with the consummation of the IPO. Each Private Unit consists of one ordinary share and one right.

4. As described in the Rights Agreement dated November 14, 2024, between the Issuer and VStock Transfer, LLC, and filed as Exhibit 4.4 to the Registration Statement, the private rights will automatically convert into one-tenth (1/10) of one ordinary share upon the completion of the business combination.

Remarks:

	/s/ Mingyu (Michael) Li as Director of Horizon Space Acquistion II Sponsor Corp.	11/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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