SecProbe.io

September 6, 2024
Mingyu (Michael) Li
Chief Executive Officer
Horizon Space Acquisition II Corp.
1412 Broadway
21st Floor, Suite 21V
New York, NY 10018
Re:Horizon Space Acquisition II Corp.
Draft Registration Statement on Form S-1
Submitted August 12, 2024
CIK No. 0002032950
Dear Mingyu (Michael) Li:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 Submitted on August 12, 2024
General
1.We note your disclosure on page 32 that you will not consummate the initial business
combination if you are unable to maintain net tangible assets of at least $5,000,001. We
also note your disclosure on page 54 that you do not have a maximum redemption
threshold. Please revise as appropriate to clarify this apparent inconsistency or advise.
Cover Page
2.We note your disclosure on page i that your efforts to identify a prospective target
business will not be limited to a particular industry or geographic area. Please revise your
disclosure to discuss that you will initially focus on businesses or entities in Asia, as you
disclose on page iii, or advise.

September 6, 2024
Page 2
3.Please revise your disclosure to state whether redemptions will be subject to any
limitations. See Item 1602(a)(2) of Regulation S-K.
4.Please revise your disclosure regarding the amount of compensation received or to be
received by the SPAC sponsor and its affiliates to include the repayment of loans and any
compensation to be received by the SPAC sponsor and its affiliates, including but not
limited to the payment to an affiliate of the sponsor for office space, administrative and
support services. Please also revise to highlight the cross-references to the sections in the
prospectus related to compensation. See Item 1602(a)(3) of Regulation S-K.
5.Please revise to highlight the cross-references to the sections in the prospectus related to
dilution and conflicts of interest. See Items 1602(a)(4) and 1602(a)(5) of Regulation S-K.
Prospectus Summary, page 3
6.Please disclose the amount of public shares sold in this offering that would have to be
voted in favor of a business combination in order to approve the combination. If
applicable, please also disclose the vote required for shareholder approval consistent with
listing standards. For example, please disclose if NASDAQ listing standards require at
least a majority of shares voting.
7.We note your disclosure on pages 13 and 28 that you may need to obtain additional
financing in connection with the closing of the initial business combination or to meet
working capital needs. Please revise your disclosure to describe how additional financings
may impact unaffiliated security holders. See Item 1602(b)(5) of Regulation S-K.
8.We note your disclosure discussing the payments to founders and securities owned or to
be owned by the sponsor. Please revise your disclosure to discuss, in tabular format:
•The nature and amount of the compensation received or to be received by your
sponsor and its affiliates, including but not limited to founder shares, private units,
repayments of loans made by the sponsor, officers or directors to finance transaction
costs associated with the initial business combination or for organizational and
offering expenses, payment for administrative services, and anti-dilution adjustments
to the founders; and
•The amount of securities issued or to be issued by you to the sponsor and the price
paid or to be paid for such securities.
Outside of the table, disclose the extent to which this compensation and securities
issuance may result in a material dilution of the purchasers' equity interests. See Item
1602(b)(6) of Regulation S-K.
Background and Competitive Strengths, page 10
9.We note your disclosure that Mr. Mingyu (Michael) Li serves as a director of Lakeshore
Acquisition II Corp., a special purpose acquisition company currently listed on NASDAQ.
Please revise your disclosure to describe the experience of Mr. Li in organizing Lakeshore
Acquisition II Corp. and the extent to which Mr. Li is involved in Lakeshore Acquisition
II Corp. See Item 1603(a)(3) of Regulation S-K.

September 6, 2024
Page 3
Potential Approvals from the PRC Governmental Authorities for this Offering or a Business
Combination, page 19
10.Please revise your disclosure to describe the consequences to you and your investors if
your officers and directors fail to receive the required permissions or approvals from the
CSRC, CAC or any other governmental agency, or inadvertently conclude that such
permissions or approvals are not required.

Transfer of Cash to and from Our Post-Combination Organization If We Acquire a Company
Based in China, page 22
11.Please revise your disclosure addressing any impact PRC law or regulation may have on
the cash flows associated with the business combination to include shareholder
redemption rights.
Risk Factors, page 41
12.Please add a risk factor disclosing the material risks associated with the exclusive forum
provision in your amended and restated memorandum and articles of association.
Certain of our officers and directors are now, and all of them may in the future become, affiliated
with entities, page 62
13.We note your disclosure that your sponsor and officers and directors may not participate
in the formation of, or become an officer or director of, any other SPACS with a class of
securities registered under the Exchange Act, until you have entered into a definitive
agreement regarding your initial business combination. We also note your disclosure on
page 132 that members of your management team may become an officer or director of
another SPAC with a class of securities registered under the Exchange Act even before
you have entered into a definitive agreement regarding your initial business combination,
as well as your disclosure that Mr. Mingyu (Michael) Li is a director and executive officer
of two SPACs. Please revise to clarify this apparent inconsistency, or advise.
The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of our
securities, page 87
14.Please revise your risk factor to include that the excise tax could reduce the trust account
funds available to pay redemptions or that are available to the combined company
following a de-SPAC transaction. Also describe, if applicable, the risk that if existing
SPAC investors elect to redeem their shares such that their redemptions would subject the
SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to
redeem may economically bear the impact of the excise tax.
Use of Proceeds, page 94
15.We note that the total amount of gross proceeds without over-allotment option does not
sum correctly. In addition, we note that the total amount of net proceeds to be held in
trust, as disclosed on page 95, appears to be inconsistent with the amount reflected in the
Use of Proceeds table on page 94. Please revise to correct these discrepancies.

September 6, 2024
Page 4
Dilution, page 99
16.Please revise your dilution disclosure to comply with Item 1602(c) of Regulation S-K.
Additionally, both in your response and amended disclosure, specifically address the
impact to dilution for the maximum redemption restriction given your disclosure on page
43 indicating that you may not be able to consummate your initial business combination
with redemptions that would cause your net tangible assets to be less than $5,000,001.
Proposed Business, page 107
17.Please revise to disclose in the introduction to your Business section that the location of
the sponsor and having a majority of your executive officers and/or directors have
significant ties to China may make you a less attractive partner to a non China-based
target company, which may therefore limit the pool of acquisition candidates.
18.We note your disclosure regarding the enforceability of civil liability on page 176. Please
also disclose these risks in the Proposed Business section, which should contain
disclosures consistent with your discussion on page 176.
Our Sponsor, page 109
19.We note your disclosure on page 110 that other than the foregoing, your sponsor or its
affiliates have not and will not receive any other form of compensation upon closing of
the offering, and your disclosure on page 111 that other than the foregoing, the sponsor
does not have any agreement, arrangement, or understanding with the Company regarding
compensation, reimbursement, or transfer of interests in relation to your initial business
combination. Please revise your discussion of compensation to include all compensation
that has been or will be awarded to, earned by, or paid to the sponsor and its affiliates,
including but not limited to the repayment of loans, the reimbursement of out-of-pocket
expenses, and the payments for administrative support services. Revise your discussion of
reimbursements to disclose repayments of loans, fees, and out-of-pocket expenses. Also
revise to disclose any circumstances or arrangements under which the sponsor or its
affiliates, directly or indirectly, have transferred or could transfer ownership of securities
of the SPAC, such as anti-dilution adjustment mechanisms. See Item 1603(a)(6) of
Regulation S-K.
20.Please revise your table on page 110 to disclose the lock-up agreement with the
underwriter. See Item 1603(a)(9) of Regulation S-K.
Conflicts of Interest, page 131
21.Please revise to disclose any actual or potential material conflicts of interest relating to
compensation, repayment of loans, and reimbursements of expenses that will be paid to
your sponsor, officers, or directors, and related to the value of founder shares, private
shares, and private rights if you do not complete the initial business combination within
the allotted time. See Item 1603(b) of Regulation S-K.
Exhibits
22.We note that the filed exhibits are related to Horizon Space Acquisition I Corp. Please
revise to include exhibits related to Horizon Space Acquisition II Corp. and this offering.

September 6, 2024
Page 5
            Please contact Jee Yeon Ahn at 202-551-3673 or Ben Phippen at 202-551-3697 if you
have questions regarding comments on the financial statements and related matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Er (Arila) Zhou, Esq.