HORIZON SPACE ACQUISITION II CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2024 • Horizon Space Acquisition II Corp. • Blank checks • New York
Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 21st, 2024 • Horizon Space Acquisition II Corp. • Blank checks • New York
This Agreement, made and entered into effective as of [__], 2024 (“Agreement”), by and between Horizon Space Acquisition II Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 5th, 2024 • Horizon Space Acquisition II Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2024, by and between Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2024 • Horizon Space Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__], 2024, by and among Horizon Space Acquisition II Corp., a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • October 21st, 2024 • Horizon Space Acquisition II Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2024 between Horizon Space Acquisition II Corp., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and VStock Transfer, LLC, a California limited liability company, as rights agent (the “Rights Agent”).
HORIZON SPACE ACQUISITION II CORP. PO Box 309, Ugland House Grand Cayman, KY1-1004, Cayman IslandsHorizon Space Acquisition II Corp. • October 21st, 2024 • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 1,725,000 ordinary shares (the “Shares”), par value $0.0001 per share (the “Ordinary Shares”) in ourselves, Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), among which, up to 225,000 Ordinary Shares are subject to forfeiture by you if the underwriter of the initial public offering (the "IPO") of the Company does not fully exercise their over-allotment options (the "Over-allotment Option"). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreement regarding such Shares, are as follows:
Horizon Space Acquisition II Corp.Horizon Space Acquisition II Corp. • October 21st, 2024 • Blank checks
This letter agreement by and between Horizon Space Acquisition II Corp. (the “Company”) and Horizon Space Acquisition II Sponsor Corp. (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date of the Company’s Registration Statement on Form S-1 (the “Registration Statement”) in connection with the Company’s initial public offering (the “Start Date”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Horizon Space Acquisition II Corp. 21st Floor, Suite 21V New York, NY 10018Horizon Space Acquisition II Corp. • October 21st, 2024 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Horizon Space Acquisition II Corp., a Cayman Islands company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • October 21st, 2024 • Horizon Space Acquisition II Corp. • Blank checks
This Securities Transfer Agreement is dated as of July 26, 2024 (this “Transfer”), by and among Horizon Space Acquisition II Sponsor Corp., a Cayman Islands limited liability company (the “Seller”), Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • October 21st, 2024 • Horizon Space Acquisition II Corp. • Blank checks
Horizon Space Acquisition II Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (File No. 333- [__]) (“Registration Statement”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • October 21st, 2024 • Horizon Space Acquisition II Corp. • Blank checks
This Securities Transfer Agreement is dated as of July 26, 2024 (this “Transfer”), by and among Horizon Space Acquisition II Sponsor Corp., a Cayman Islands limited liability company (the “Seller”), Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Lydia Min Zhai, with an address at #05-91 BLK345 KANG CHING ROAD, SINGAPORE 610345 (the “Buyer”).
