SecProbe.io

November 1, 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.
Registration Statement on Form S-1
Filed October 21, 2024
File No. 333-282758
Dear Mingyu (Michael) Li:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form S-1 filed October 21, 2024
Cover Page
Given the significant oversight and discretion of the government of the People’s
Republic of China (PRC) over the operations of your business, please describe any
material impact that intervention or control by the PRC government has or may have
on your business or on the value of your securities. We remind you that, pursuant to
federal securities rules, the term “control” (including the terms “controlling,”
“controlled by,” and “under common control with”) means “the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies
of a person, whether through the ownership of voting securities, by contract, or
otherwise.” In this regard, please revise as follows:
remove your reference to "extreme cases" on the cover page, page 17, and page 73
when describing situations when the value of your securities may decline or •1.

November 1, 2024
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become worthless; and
•remove the phrase "to further regulatory, political and societal goals" on the cover
page, page 17 and page 73.
Prospectus Summary, page 8
2.Please revise the table on pages 8 and 110 to include the anti-dilution adjustment of
the founder shares. Please also revise the disclosures outside of the table on page 8 to
describe the extent to which the compensation received or to be received or securities
issued or to be issued to your sponsor and its affiliates, may result in a material
dilution of the purchasers' equity interests. For example, revise the disclosure outside
of the table to describe the extent to which conversion of the extension convertible
notes, working capital notes, and the issuance of the private units may result in a
material dilution of the purchasers' equity interests. See Items 1602(b)(6) and
1603(a)(6) of Regulation S-K.
Item 16. Exhibits and Financial Statement Schedules, page II-2
3.The trust account termination letter attached as Exhibit A to Exhibit 10.2, the
Investment Management Trust Agreement, states that “[o]n the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business
Combination has been consummated, or will be consummated substantially,
concurrently with your transfer of funds…." Nasdaq Listing Rule IM-5101-2 states
that “[a]t least 90% of the gross proceeds . . . must be deposited in a trust account
maintained by an independent trustee.” It is unclear how the release of funds earlier
than the consummation of the initial business combination would comport with this
listing standard. Please revise your disclosure for consistency with the Nasdaq listing
rules.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

November 1, 2024
Page 3
            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.