aibioSL Science closes Horizon Space Acquisition II deal, files shell company report
Tickers SLBT
SL Science Holding completed its merger with Horizon Space Acquisition II on June 12, 2026. Its shell company report says its three product candidates are still in preclinical testing, and that its financial statements carry a going-concern warning.
Key facts
- Company
- SL Science Holding Limited (NASDAQ: SLBT)
- News type
- Distress
- Primary source
- SL Science Holding Limited 20-F (2026-06-18)
SL Science Holding Limited completed its business combination with Horizon Space Acquisition II Corp. on June 12, 2026, according to a shell company report on Form 20-F filed June 18, 2026. In the first merger, a Merger Sub merged into HSPT, which continued as the surviving company and became a wholly owned subsidiary of the new holding company, PubCo. Each HSPT ordinary share that was not redeemed or dissented was converted into the right to receive one PubCo ordinary share. The report shows 560,759,757 ordinary shares and 780,000 preferred shares outstanding after closing, as of June 18, 2026. The ordinary shares began trading on Nasdaq under the symbol SLBT on June 15, 2026. The report names Robinson & Cole LLP as counsel to the company after the combination and ARK Pro CPA & Co as its independent auditor.
Redemptions and the SPAC's costs
In connection with the first merger, 3,502,404 HSPT ordinary shares were redeemed and cancelled. The rest converted into PubCo ordinary shares. The report also shows that HSPT's initial public offering carried transaction costs of $1,844,819, including $1,035,000 of underwriting commissions paid in cash at the IPO closing.
The PIPE
On March 24, 2026, PubCo entered into subscription agreements with certain investors for a PIPE financing of 780,000 units at $10.00 per unit. The aggregate gross proceeds were $7,800,000. Each unit consists of one PubCo ordinary share and one preferred share. Each preferred share converts into one-third of one PubCo ordinary share six months after the business combination closed. The PIPE closed alongside the merger.
Cash at the operating company
SL Bio reported a net loss of $3,819,818 for the year ended December 31, 2025, compared with a net loss of $1,191,333 for 2024, and an accumulated deficit of $5,484,378. The report gives SL Bio's restricted and unrestricted cash as about $1.3 million at December 31, 2025, down from $4.2 million a year earlier. The company attributes the decline mainly to about $1.9 million of net cash used in operating activities, about $0.3 million of property, plant and equipment purchases and about $0.9 million of increases in deferred offering costs.
The financial statements in the report carry a going-concern paragraph. They say the company has not commenced any operations since its formation and will need to raise additional funds to meet its obligations, and that these conditions raise substantial doubt about its ability to continue as a going concern. The going-concern note says management has determined that the company currently lacks the liquidity it needs to sustain operations for at least one year from the date the statements are issued. The statements cover the period from March 18, 2025, the date of inception, through December 31, 2025.
Products still in the lab
The report says SL Science hopes to use immune stem cells to target cancer and bovine-derived milk exosomes to regenerate damaged tissue. Its three product candidates are CD-19 Armed-T therapy and GDT cell therapies for pancreatic cancer and for brain cancer. The report states that all three are currently in preclinical testing. It says that no formal GLP-compliant in-vivo toxicity studies have been completed for the GDT platform, and that no animal data are yet available for Armed-T. The company also says its legacy exosome cosmetic and plant supplement businesses continue to be an important part of its business. It also says the efficacy and capacity of its candidates have not yet been demonstrated in a clinical trial setting.
Compliance with reporting
The cover page answers no to whether the registrant has filed all reports required under Section 13 or 15(d) of the Exchange Act during the preceding 12 months, and no to whether it has been subject to those requirements for the past 90 days. The company is a non-accelerated filer and an emerging growth company, as the cover page shows.