EX-10.1 3 ea027736601ex10-1_horizon2.htm AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT DATED FEBRUARY 17, 2026, BY AND BETWEEN THE COMPANY AND WILMINGTON TRUST, NATIONAL ASSOCIATION

Exhibit 10.1

 

TRUST AMENDMENT

 

February 17, 2026

 

THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 17, 2026, by and between Horizon Space Acquisition II Corp., a Cayman Islands company (the “Company”), and Wilmington Trust, National Association (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated November 14, 2024, by and between the parties hereto (as the same may be amended, restated or supplemented, the “Trust Agreement”).

 

WHEREAS, Pursuant to Section 1(i) of the Trust Agreement, the Trustee agrees to commence liquidation of the Trust Account and distribute the Property in the Trust Account after receipt of, and only in accordance with, a Termination Letter; or in the event that a Termination Letter has not been received by the Trustee by November 18, 2024 (12 months after the closing of the IPO) or, in the event that the Company extended the time to complete the Business Combination for two times, each for a three-month extension for a total of up to six months to May 18, 2026 (18 months after the closing of the IPO) but has not completed the Business Combination within the applicable time period;

 

WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be modified, amended or deleted without (x) the approval of at least two-thirds of the shareholders of the Company who attend and vote at a general meeting of the Company, or (y) the approval by unanimous written resolutions of all shareholders of the Company;

 

WHEREAS, the Company further obtained the approval of at least two-thirds of the shareholders of the Company who attend and vote at a general meeting of the Company;

 

WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.Amendments to Trust Agreement.

 

Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

“(i) Commence liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized Representative (as such term is defined below), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay liquidation expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) February 18, 2026, or February 18, 2027 if the Company extends the time to complete its initial Business Combination, and (2) such a later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of associations (the “Memorandum and Articles”); provided, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay liquidation expenses) shall be distributed to the Public Shareholders of record as of such date; providedfurther, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders;”

 

 

 

 

2. Miscellaneous Provisions.
   
2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
   
2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
   
2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
   
2.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
   
2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
   
2.6. Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

2

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.

 

  HORIZON SPACE ACQUISITION II CORP.
   
  By: /s/ Mingyu (Michael) Li
  Name:  Mingyu (Michael) Li
  Title: Director and Chief Executive Officer
     

 

 

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

   
  By: /s/ Daniel Barnes 
  Name: Daniel Barnes
  Title: Assistant Vice President

 

3