HSPOF 10-K & 10-Q changes, risk factors and insider trading

We are a blank check company formed under the laws of Cayman Island on June 14, 2022, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses. On September 16, 2024, we entered into a Business Combination Agreement (defined below) with Group Companies (defined below) and contemplating the Transactions (defined below) thereunder.

We expect to continue to incur significant costs in the pursuit of consummation of thea Transactions.business combination. We cannot assure you that our plans to raise capital or to complete thea Transactionsbusiness combination will be successful.

In connection with the historical extensions, as of the date hereof, an aggregate of $1,320,000$2,160,000 extension fees had been deposited into the Trust Account, among which $70,000$190,000 was made by the Sponsor and $1,250,000$1,970,000 was made by Shenzhen Squirrel or Squirrel HK, respectively. TheAs of the date of this report, the Company issued a total of 1825 unsecured promissory notes to evidence the payment of the Monthlyextension Extension Fees,fees, including 1two notenotes to the Sponsor (the “Sponsor Extension Notes”) and 1723 notes to Shenzhen Squirrel or Squirrel HK (the “Squirrel Extension Notes,” together with the Sponsor Extension Note, collectively the “Extension Notes”), respectively.

As of the date hereof, HSPO has issued threefive (35) Sponsor Working Capital Notes to the Sponsor on April 12, 2024, October 8, 2024 and February 5, 2025, June 13, 2025 and January 26, 2026, respectively, in connection with the Working Capital Loans in a total amount of $1,000,000$1,800,000 provided by the Sponsor (such three unsecured promissory notes, the “Sponsor Working Capital Notes” and, together with the Extension Notes, collectively, the “Notes”). The proceeds of the Sponsor Notes, which may be drawn down from time to time until the Company consummates its initial business combination, will be used for general working capital purposes.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the IPO, search for a target andto preparecomplete thea Transactions.business combination. Following the IPO, we have not generated any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after the IPO. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After the IPO, we incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses associated with the search for target opportunities.

We intend to use substantially all of the net proceeds of the IPO, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto, including deferred underwriting commissions of $2,415,000 payable to Network 1.thereto. To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

Over the next 12 months (assuming a business combination is not consummated prior thereto), we will be using the funds held outside of the Trust Account to consummate the Transactions with Squirrel or if the Transactions is terminated, to complete an alternativea business combination.

As of the date of this report, we have been relied on the loans from the Sponsor or Squirrel in support of our operations, contemplating the Transactions or the Third Shareholder Meeting Related Extensions.operations. We may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Not applicable to a smaller reporting company. However, factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in ourthe prospectus for the IPO prospectus(File No. 333-268578)(the “IPO Prospectus”) and our annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) as filed with the SEC on April 15, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in ourthe IPO prospectusProspectus and the Annual Report.

Commencing on or about January 26, 2023, the holders of the Public Units maycould select to separately trade the Ordinary Shares, Warrants, and Rights included in the Public Units. The Ordinary Shares, Warrants, and Rights are currentlywere traded on the Nasdaq Capital Market under the symbols “HSPO,” “HSPOW,” and “HSPOR”, respectively. Public Units not separated willwould continue to trade on Nasdaq under the symbol “HSPOU.”

On JanuaryJuly 26,20, 2026, the Company issued one unsecured promissory note in the principal amount of $300,000$500,000 to the Sponsor (the “Sponsor Working Capital Note”). The proceeds of the Sponsor Working Capital Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used for general working capital purposes.

The Sponsor Working Capital Note bearbears no interest and areis payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Sponsor Working Capital Note may be accelerated.

We have neither engaged in any operations nor generated any revenues to date. Our activities from inception through MarchJune 31,30, 2026 involved mainly searching for a suitable target for our initial business combination. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After the IPO, we incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses associated with the search for target opportunities.

For the three months ended MarchJune 31,30, 2026, we had a net loss of $123,564$90,586 which consisted of operating costs of $98,060 which was partially offset by interest and dividend income of $10,375$7,474 on investments held in the Trust Account which was offset by operating cost of $133,939.Account.

For the three months ended MarchJune 31,30, 2025, we had a net income of $71,454$75,887 which consisted of interest and dividend income of $224,752$229,876 on investments held in the Trust Account which was offset by operating costcosts of $153,298.$153,989.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $169,917.$276,718. As of MarchJune 31,30, 2026, we had cash of $25,977$204,176 available for working capital needs. For the six months ended June 30, 2025, cash used in operating activities was $354,556. All remaining cash is held in the Trust Account and is generally unavailable for our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem the ordinary shares. As of MarchJune 31,30, 2026, none of the amount on deposit in the Trust Account was available to be withdrawn as described above.

As of MarchJune 31,30, 2026, we had cash of $25,977$204,176 and a working capital deficiencydeficit of $3,764,317.$3,862,377. We have incurred and expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination. In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern. Our management’s plan in addressing this uncertainty is through the funds loaned from our Sponsor, officers, directors or their affiliates. In addition, if we are unable to complete a business combination by June 12, 2027 (the “Combination Period”), our board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of us. There is no assurance that our plans to consummate a business combination will be successful within the Combination Period. As a result, management has determined that such additional conditions also raise substantial doubt about our ability to continue as a going concern. Our financial statement does not include any adjustments that might result from the outcome of this uncertainty.

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

As of MarchJune 31,30, 2026, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The founder shares, the Ordinary Shares included in the Private Units, and any Ordinary Shares that may be issued upon conversion of working capital loans with outstanding balance of $1,474,003$1,759,003 as of MarchJune 31,30, 2026 (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO. The holders of these securities are entitled to make up to two demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

On JanuaryJuly 26,20, 2026, the Company issued the Sponsor Working Capital Note in the principal amount of $300,000$500,000 to the Sponsor. The proceeds of the Sponsor Working Capital Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used for general working capital purposes. The Sponsor Working Capital Note bears no interest and areis payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Sponsor Working Capital NotesNote may be accelerated. The payees of the Sponsor Working Capital Note have the right, but not the obligation, to convert the Sponsor Working Capital Note, in whole or in part, respectively, into private units (the “Conversion Units”) of the Company, each consisting of one Ordinary Share, one warrant, and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of a business combination. The number of Conversion Units to be received by the payees in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the payees by (y) $10.00.

At MarchJune 31,30, 2026, assets held in the Trust Account were $1,190,366.$753,670. Substantially all of the assets held in the Trust Account were held in mutual funds. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividend income on investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

At MarchJune 31,30, 2026 and December 31, 2025, the assets held in the Trust Account were substantially held in mutual funds and U.S. Treasury securities, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities.