Horizon Space Acquisition I Corp. Announces the Definitive Business Combination Agreement with Squirrel Enlivened International Co., Ltd, a Brand Marketing and Strategy Consulting Company
Horizon Space Acquisition I Corp. (HSPO) and Squirrel Enlivened International Co., have entered into a definitive Business Combination Agreement. Squirrel, a brand marketing and strategy consulting company, will be listed on Nasdaq upon completion of the merger. The transaction involves a complex reorganization where Squirrel HoldCo will merge with Squirrel Cayman, followed by Merger Sub merging with HSPO. This will result in the cancellation of existing securities and issuance of new Squirrel Cayman shares. The deal aims to provide Squirrel with access to growth capital and global investors. Angxiong Zhao, CEO of Shenzhen Squirrel, expressed excitement about the potential for business expansion and innovation. Michael Li, CEO of HSPO, highlighted Squirrel's expertise in China's brand marketing industry as a significant growth opportunity.
Horizon Space Acquisition I Corp. (HSPO) e Squirrel Enlivened International Co. hanno firmato un Accordo di Combinazione Aziendale definitivo. Squirrel, un'azienda di marketing del marchio e consulenza strategica, sarà quotata su Nasdaq al termine della fusione. La transazione prevede una complessa riorganizzazione in cui Squirrel HoldCo si fonderà con Squirrel Cayman, seguita dalla fusione di Merger Sub con HSPO. Ciò comporterà la cancellazione dei titoli esistenti e l'emissione di nuove azioni Squirrel Cayman. L'affare mira a fornire a Squirrel accesso a capitale per la crescita e investitori globali. Angxiong Zhao, CEO di Shenzhen Squirrel, ha espresso entusiasmo riguardo al potenziale di espansione aziendale e innovazione. Michael Li, CEO di HSPO, ha sottolineato l'esperienza di Squirrel nell'industria del marketing del marchio in Cina come un'importante opportunità di crescita.
Horizon Space Acquisition I Corp. (HSPO) y Squirrel Enlivened International Co. han firmado un Acuerdo de Combinación Empresarial definitivo. Squirrel, una empresa de marketing de marca y consultoría estratégica, se cotizará en Nasdaq tras la finalización de la fusión. La transacción implica una compleja reorganización donde Squirrel HoldCo se fusionará con Squirrel Cayman, seguida de la fusión de Merger Sub con HSPO. Esto resultará en la cancelación de valores existentes y la emisión de nuevas acciones de Squirrel Cayman. El acuerdo tiene como objetivo proporcionar a Squirrel acceso a capital para el crecimiento e inversores globales. Angxiong Zhao, CEO de Shenzhen Squirrel, expresó su entusiasmo por el potencial de expansión empresarial e innovación. Michael Li, CEO de HSPO, destacó la experiencia de Squirrel en la industria del marketing de marcas en China como una oportunidad de crecimiento significativa.
Horizon Space Acquisition I Corp. (HSPO)와 Squirrel Enlivened International Co.는 사업 조합 계약을 체결했습니다. 브랜드 마케팅 및 전략 컨설팅 회사인 Squirrel은 합병 완료 후 Nasdaq에 상장될 예정입니다. 이 거래는 Squirrel HoldCo가 Squirrel Cayman과 합병하고, 이어서 Merger Sub가 HSPO와 합병하는 복잡한 재조정을 포함합니다. 기존 증권은 취소되고 새로운 Squirrel Cayman 주식이 발행됩니다. 이번 거래는 Squirrel이 성장 자본과 글로벌 투자자에게 접근할 수 있도록 하는 것을 목표로 합니다. Angxiong Zhao, Shenzhen Squirrel의 CEO는 사업 확장과 혁신 가능성에 대한 기대감을 표했습니다. Michael Li, HSPO의 CEO는 Squirrel의 중국 브랜드 마케팅 산업 전문성이 중요한 성장 기회라고 강조했습니다.
Horizon Space Acquisition I Corp. (HSPO) et Squirrel Enlivened International Co. ont signé un Accord de Combinaison d'Affaires définitif. Squirrel, une société de marketing de marque et de conseil stratégique, sera cotée sur Nasdaq à l'issue de la fusion. La transaction implique une réorganisation complexe où Squirrel HoldCo fusionnera avec Squirrel Cayman, suivie par la fusion de Merger Sub avec HSPO. Cela entraînera l'annulation des titres existants et l'émission de nouvelles actions Squirrel Cayman. L'accord vise à donner à Squirrel accès à des capitaux de croissance et des investisseurs mondiaux. Angxiong Zhao, PDG de Shenzhen Squirrel, a exprimé son enthousiasme quant au potentiel d'expansion commerciale et d'innovation. Michael Li, PDG de HSPO, a souligné l'expertise de Squirrel dans l'industrie du marketing de marque en Chine comme une opportunité de croissance significative.
Horizon Space Acquisition I Corp. (HSPO) und Squirrel Enlivened International Co. haben einen Bindenden Unternehmenskombinationsvertrag unterzeichnet. Squirrel, ein Unternehmen für Markenmarketing und strategische Beratung, wird nach Abschluss der Fusion an der Nasdaq gelistet. Die Transaktion beinhaltet eine komplexe Reorganisation, bei der Squirrel HoldCo mit Squirrel Cayman fusioniert, gefolgt von einer Fusion von Merger Sub mit HSPO. Dies führt zur Stornierung bestehender Wertpapiere und zur Ausgabe neuer Squirrel Cayman Aktien. Das Geschäft zielt darauf ab, Squirrel Zugang zu Wachstumskapital und globalen Investoren zu verschaffen. Angxiong Zhao, CEO von Shenzhen Squirrel, äußerte sich begeistert über das Potenzial für Geschäftserweiterung und Innovation. Michael Li, CEO von HSPO, hob die Expertise von Squirrel in der Markenmarketingbranche in China als bedeutende Wachstumschance hervor.
- Potential access to growth capital and global investors through Nasdaq listing
- Opportunity for business expansion and enhanced innovation for Squirrel
- Squirrel's expertise in China's brand marketing industry presents growth potential
- Complex merger structure may pose integration challenges
- Transaction subject to regulatory and shareholder approvals, risking potential delays or failure to complete
- Potential dilution for existing shareholders due to issuance of new securities
Insights
This merger between Squirrel Enlivened International and Horizon Space Acquisition I Corp. represents a significant business combination in the brand marketing and strategy consulting sector. The deal structure, involving a SPAC (Special Purpose Acquisition Company), indicates a
While specific financial details are , this move suggests Squirrel is seeking rapid growth and expansion through public markets. The Nasdaq listing could provide enhanced visibility and access to capital, potentially accelerating Squirrel's growth in China's competitive marketing landscape. However, investors should note the lack of concrete financial metrics and be cautious of the inherent risks in SPAC deals, including potential dilution and regulatory scrutiny.
Squirrel's focus on combining rational and emotional marketing for brands in China presents an intriguing value proposition. The company's client base, spanning blue-chip and start-up companies, suggests a versatile service offering. However, the highly competitive and rapidly evolving nature of China's marketing industry poses challenges.
Key factors to watch include:
- Squirrel's ability to maintain innovation in digital marketing and product development
- Expansion of its client base post-listing
- Potential for international growth beyond the Chinese market
The complex structure of this transaction, involving multiple Cayman Islands entities and a U.S.-listed SPAC, raises several legal considerations. Key points include:
- Regulatory approvals from both U.S. and Chinese authorities will be crucial
- Compliance with Nasdaq listing requirements and SEC regulations
- Potential scrutiny under China's evolving regulations on overseas listings
Investors should closely monitor the regulatory approval process and any potential hurdles that may arise. The success of this deal hinges on navigating the complex legal landscape of cross-border transactions involving Chinese companies.
NEW YORK, NY / ACCESSWIRE / September 16, 2024 / Squirrel Enlivened International Co., Ltd ("Squirrel Cayman"), a brand marketing and strategy consulting company, and Horizon Space Acquisition I Corp. ("HSPO") (Nasdaq:HSPO), a publicly traded special purpose acquisition company, today announced that they have entered into an Agreement and Plan of Merger (the "Business Combination Agreement").
Squirrel Cayman is a holding company of Shenzhen Squirrel Enlivened Media Group Co., Ltd ("Shenzhen Squirrel" or "Squirrel"). Squirrel provides brand marketing and strategy consulting solutions to brands, with a novel methodology combining rational marketing with emotional marketing. Squirrel helps brands expand and grow their businesses by providing a combination of brand marketing solutions, including digital marketing, blockbuster product development, and brand image enhancement, as well as strategy consulting solutions. It harnesses the power of technology, innovation and creation to drive significant business growth for a wide array of blue-chip and start-up companies in China.
Upon the completion of the business combination of Squirrel Cayman and HSPO and related transactions pursuant to the Business Combination Agreement (the "Business Combination"), shares of Squirrel Cayman will be listed on The Nasdaq Stock Market LLC ("Nasdaq").
Transaction Overview
On September 16, 2024, HSPO, Squirrel Enlivened Technology Co., Ltd., a Cayman Islands exempted company ("Squirrel HoldCo"), Squirrel Cayman, and Squirrel Enlivened Overseas Co., Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of Squirrel Cayman ("Merger Sub"), entered into the Business Combination Agreement, pursuant to which, among other things, (a) Squirrel HoldCo will merge with and into Squirrel Cayman, whereupon the separate existence of Squirrel HoldCo will cease, and Squirrel Cayman will be the surviving company (the "Reorganization") as a result of which all issued and outstanding shares of Squirrel HoldCo immediately prior to the Reorganization shall be cancelled and automatically converted into a right to receive the aggregated amount of 20,000,000 shares of ordinary shares of Squirrel Cayman, and (b) at least one (1) business day after the closing of the Reorganization (the "Reorganization Closing"), Merger Sub will merge with and into HSPO, whereupon the separate existence of Merger Sub will cease, and HSPO will be the surviving company (the "Merger"). As a result of the Reorganization and the Merger, among other things, (a) all of the issued and outstanding securities of Squirrel HoldCo immediately prior to the filing of the plan of merger with respect to the Reorganization (the "Plan of Reorganization") to the Registrar of Companies of the Cayman Islands, or such later time as may be specified in the Plan of Reorganization (the "Reorganization Effective Time") shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holders thereof to receive a certain number of securities of Squirrel Cayman as described below, and (b) all of the issued and outstanding securities of HSPO immediately prior to the filing of the plan of merger with respect to the Merger (the "Plan of Merger") to the Registrar of Companies of the Cayman Islands, or such later time as may be specified in the Plan of Merger (the "Merger Effective Time") shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holders thereof to receive substantially equivalent securities of Squirrel Cayman.
No assurances can be made that the Business Combination will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to the approval of certain companies' boards, regulatory and shareholder approvals as well as other customary conditions.
Additional information about the Business Combination, including a copy of the Business Combination Agreement, will be provided in a Current Report on Form 8-K to be filed by HSPO with the Securities and Exchange Commission (the "SEC") and will be available at www.sec.gov.
Management Commentary
Mr. Angxiong Zhao, the co-founder, Chief Executive Officer and director of Shenzhen Squirrel commented, "We are thrilled to enter into the Business Combination Agreement and excited about the contemplated Nasdaq listing, which will provide Squirrel with a platform to connect with growth capital and investors across the global. The additional capital and financial flexibility from this transaction will empower our solutions and fuel our growth and expansion. We believe that empowered by the support from the public capital markets, we are well positioned to further grow business, expand our client base, upgrade our technology, and enhance our innovation."
Mr. Michael ("Mingyu") Li, the CEO, Chairman and director of HSPO commented, "We are excited to announce signing the Business Combination Agreement. Squirrel's in-depth understanding of e-commerce in China, its expertise in China's brand marketing and strategy consulting industry, and its experienced management team present significant growth potential. We are confident that our combination and collaboration will accelerate the success of Squirrel."
Advisors
Sidley Austin LLP is serving as U.S. legal counsel to Shenzhen Squirrel. Robinson & Cole LLP is serving as U.S. legal counsel to HSPO.
About Squirrel
Squirrel provides brand marketing and strategy consulting solutions to brands, with a novel methodology combining rational marketing with emotional marketing. Squirrel helps brands expand and grow their businesses by providing a combination of brand marketing solutions, including digital marketing, blockbuster product development, and brand image enhancement, as well as strategy consulting solutions. It harnesses the power of technology, innovation and creation to drive significant business growth for a wide array of blue-chip and start-up companies in China.
About HSPO
HSPO is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.
Important Information About the Proposed Business Combination and Where to Find It
In connection with the proposed Business Combination, Squirrel Cayman intends to file with the SEC a registration statement on Form F-4, which will include a preliminary proxy statement containing information about the proposed Business Combination and the respective businesses of Squirrel Cayman and its subsidiaries, including among others Shenzhen Squirrel (collectively as enumerated in accordance with the Business Combination Agreement, the "Squirrel Companies") and HSPO, as well as the prospectus relating to the offer of the Squirrel Cayman securities to be issued to in connection with the completion of the proposed Business Combination. After the registration statement is declared effective, HSPO will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed Business Combination.
Investors and security holders are advised to read, when available, the registration statement, proxy statement/prospectus and any other relevant documents filed with the sec carefully and in their entirety if and when they become available because they will contain important information about the business combination and the parties to the business combination. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. Shareholders of HSPO will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC's website at www.sec.gov.
Participants in the Solicitation
Squirrel Companies and HSPO and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from HSPO's shareholders with respect to the proposed Business Combination. Information regarding HSPO's directors and executive officers is available in HSPO's filings with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the proxy solicitation relating to the proposed Business Combination and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus when it becomes available.
No Offer or Solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act").
Forward-Looking Statements
This press release includes forward looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may be accompanied by words that convey projected future events or outcomes, such as "believe," "may," "will," "estimate," "continue," "anticipate," "design," "intend," "expect," "could," "plan," "potential," "predict," "seek," "target," "aim," "plan," "project," "forecast," "should," "would," or variations of such words or by expressions of similar meaning. Such forward-looking statements, including statements regarding anticipated financial and operational results, projections of market opportunity and expectations, the estimated post-transaction enterprise value, the advantages and expected growth of Squirrel Companies, the cash position of Squirrel Companies following the closing of the Business Combination, the ability of Squirrel Companies and HSPO to consummate the proposed Business Combination and the timing of such consummation, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled "Risk Factors" in HSPO's Annual Report on Form 10-K filed with the SEC on April 1, 2024 (the "Form 10-K"), HSPO's final prospectus dated December 22, 2022 filed with the SEC (the "Final Prospectus") related to HSPO's initial public offering, and in other documents filed by HSPO with the SEC from time to time. Important factors that could cause the combined company's actual results or outcomes to differ materially from those discussed in the forward-looking statements include: HSPO's or Squirrel Companies' limited operating history; the ability of HSPO or Squirrel Cayman to identify and integrate acquisitions; general economic and market conditions impacting demand for the services of Squirrel Companies; the inability to complete the proposed Business Combination; the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of cash available following any redemptions by HSPO shareholders; the ability to meet Nasdaq's listing standards following the consummation of the proposed Business Combination; costs related to the proposed Business Combination; and such other risks and uncertainties as are discussed in the Form 10-K, the Final Prospectus and the proxy statement to be filed relating to the Business Combination. Other factors include the possibility that the proposed Business Combination do not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions.
Squirrel Companies and HSPO each expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of Squirrel Companies or HSPO with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Use of data
The data contained herein is derived from various internal and external sources that Squirrel Companies and HSPO believe to be reliable. Although Squirrel Companies and HSPO are not aware of any misstatements regarding the external data presented herein, their estimates involve risks and uncertainties and are subject to change based on various factors, including those described under "Forward-Looking Statements" above. Any data on past performance or modeling contained herein is not an indication as to future performance, and each of Squirrel Companies and HSPO disclaims any obligation, except as required by law, to update or revise the information in this presentation, whether as a result of new information, future events or otherwise.
Contact Information:
Shenzhen Squirrel Enlivened Media Group Co., Ltd
Angxiong Zhao
Chief Executive Officer
Tel: +86075525725072
Website: https://www.songshucm.com/
Horizon Space Acquisition I Corp.
Michael Li
Chief Executive Officer
Tel: (646) 257-5537
Email: mcli@horizonspace.cc
SOURCE: Horizon Space Acquisition I Corp.
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FAQ
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