Sec Form 3 Filing - Li Mingyu @ Horizon Space Acquisition II Corp. - 2024-11-12-05:00

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Li Mingyu
2. Issuer Name and Ticker or Trading Symbol
Horizon Space Acquisition II Corp. [ HSPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O HORIZON SPACE ACQUISITION II CORP., 1412 BROADWAY, 21ST FLOOR, SUITE 21V
3. Date of Earliest Transaction (MM/DD/YY)
11/12-05:00/2024
(Street)
NEW YORK, NY10018
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Share 1,868,500 ( 1 ) ( 2 ) ( 3 ) I See Footnote ( 1 ) ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Private Rights $ 0 ( 4 ) ( 4 ) Ordinary Shares 21,350 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Li Mingyu
C/O HORIZON SPACE ACQUISITION II CORP.
1412 BROADWAY, 21ST FLOOR, SUITE 21V
NEW YORK, NY10018
X X Chief Executive Officer
Signatures
/s/ Mingyu Li 11/12-05:00/2024
Signature of Reporting Person Date
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 1,655,000 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 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.

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 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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