SecProbe.io

October 11, 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.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 25, 2024
CIK No. 0002032950
Dear Mingyu (Michael) Li:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our September 6, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Our Founders and Management, page 5
1.We note your response to prior comment 8 and your revised disclosure on page 8. In
the first table setting forth the amount of compensation to be received or securities
issued or to be issued and consideration paid or to be paid to your sponsor, please
revise your disclosure to state the amount of compensation to be received by the
sponsor and the amount of securities to be issued to the sponsor upon the conversion
of the extension convertible notes. Refer to Item 1602(b)(6) of Regulation S-K.

October 11, 2024
Page 2
Private Placements, page 15
2.We note your response to prior comment 16. We also note that you refer to Scenario
D, 100% redemptions, and include footnote 4, which references 100% redemptions.
Please revise your disclosure here to ensure consistency with your disclosure on page
99.
Dilution, page 99
3.We note your response to prior comment 16 and revisions that redemptions in
connection with your initial business combination cannot cause your net tangible
assets to be less than $5,000,001, thereby capping the maximum redemptions
permitted. Please revise your tabular dilution disclosure, in this section and
throughout your prospectus as appropriate, to provide quartile intervals based on
percentages of such maximum redemption threshold and not based on absolute
percentages of shares issued in your offering. For example, please note that if the
maximum redemption is 97.5%, then you could add “25% of Maximum Redemption
(24.375%).” Refer to Item 1602(a)(4) of Regulation S-K.
4.Please address the following and ensure that your dilution disclosures fully comply
with Item 1602(c) of Regulation S-K.
•Tell us why you present "possible sources of dilution" as the lead-in to your
tabular disclosure rather than the effect of material probable or consummated
transactions as prescribed in Item 1602(a)(4) of Regulation S-K. Revise your
disclosure as necessary.
•Revise to present the tabular disclosure in quartile intervals based on percentages
of the maximum redemption threshold and to include the following:
othe offering price; net tangible book value per share, as adjusted for material
probable or consummated transactions (other than the de-SPAC transaction
itself) as required in Item 1602(a)(4) of Regulation S-K; and the difference
between the offering price and such net tangible book value per share, as
adjusted;
othe nature and amounts of each source of dilution used to determine net
tangible book value per share, as adjusted;
othe number of shares used to determine net tangible book value per share, as
adjusted; and
oany adjustments to the number of shares used to determine the per share
component of net tangible book value per share, as adjusted.
•Outside of the table, describe each material potential source of future dilution
following your registered offering, including sources not included in the table
with respect to the determination of net tangible book value per share, as adjusted.
Additionally, provide a description of the model, methods, assumptions,
estimates, and parameters necessary to understand the tabular disclosure.
            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

October 11, 2024
Page 3
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.