{"url_path":"/sec/slbt/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 EXHIBITS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/2070534/0001213900-26-070158-index.html","accession_number":"0001213900-26-070158","cik":"0002070534","ticker":"SLBT","issuer_name":"SL Science Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070534/0001213900-26-070158-index.html","primary_entity_key":"0002070534","primary_entity_name":"SL Science Holding Ltd"},"word_count":38823,"has_tables":true,"body_markdown":"**ITEM 19. EXHIBITS**\n\n**EXHIBIT INDEX**\n\n**EXHIBIT\nNUMBER**\n\n**DESCRIPTION**\n\n1.1*\n\n[Second Amended and Restated Memorandum and Articles of Association of the Company, effective on June 12, 2026.](ea029318401ex1-1.htm)\n\n2.1\n\n[Specimen Ordinary Share Certificate of SLBT (incorporated herein by reference to Exhibit 4.1 to the proxy statement/prospectus on Form F-4 as filed with the Securities and Exchange Commission on December 18, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000121390025122905/ea024273807ex4-1_slscience.htm)\n\n3.1\n\n[Company Shareholder Support Agreement dated May 9, 2025 (incorporated by reference to Exhibit 10.1 to HSPT’s Current Report on Form 8-K filed with the SEC on May 12, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000192998025000400/hspt_ex101.htm)\n\n3.2\n\n[Sponsor Support Agreement, dated May 9, 2025 (incorporated by reference to Exhibit 10.2 to HSPT’s Current Report on Form 8-K filed with the SEC on May 12, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000192998025000400/hspt_ex102.htm)\n\n3.3\n\n[Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to HSPT’s Current Report on Form 8-K filed with the SEC on May 12, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000192998025000400/hspt_ex103.htm)\n\n3.4\n\n[Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.4 to HSPT’s Current Report on Form 8-K filed with the SEC on May 12, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000192998025000400/hspt_ex104.htm)\n\n4.1#\n\n[Business Combination Agreement, dated May 9, 2025 (incorporated by reference to Exhibit 2.1 to HSPT’s Current Report on Form 8-K filed with the SEC on May 12, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000192998025000400/hspt_ex21.htm)\n\n4.2\n\n[Form of the Subscription Agreement (incorporated by reference to Exhibit 10.1 to HSPT’s Current Report on Form 8-K filed with the SEC on March 24, 2026)](http://www.sec.gov/Archives/edgar/data/2032950/000121390026033581/ea028319401ex10-1.htm)\n\n8.1*\n\n[List of principal subsidiaries of SLBT](ea029318401ex8-1.htm)\n\n10.1\n\n[Exclusive Licensing Agreement, dated March 9, 2023, between SL Link Co., Ltd. and Cytoarm Co., Ltd. (incorporated herein by reference to Exhibit 10.11 to the proxy statement/prospectus on Form F-4 as filed with the Securities and Exchange Commission on December 18, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000121390025122905/ea024273807ex10-11_slscience.htm)\n\n10.2\n\n[Exclusive Licensing Agreement, dated March 9, 2023, between SL Link Co., Ltd. and Cytoarm Co., Ltd. (incorporated herein by reference to Exhibit 10.11 to the proxy statement/prospectus on Form F-4 as filed with the Securities and Exchange Commission on December 18, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000121390025122905/ea024273807ex10-11_slscience.htm)\n\n10.3\n\n[GDT Immune Cells (γδT Cells) License Agreement for the brain cancer indication, dated December 27, 2024, between SL Bio Co., Ltd and Ji Yan Biomedical Co., Ltd. (incorporated herein by reference to Exhibit 10.13 to the proxy statement/prospectus on Form F-4 as filed with the Securities and Exchange Commission on December 18, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000121390025122905/ea024273807ex10-13_slscience.htm)\n\n10.4\n\n[GDT Immune Cells (γδT Cells) License Agreement for the pancreatic cancer indication, dated December 27, 2024, between SL Bio Co., Ltd and Ji Yan Biomedical Co., Ltd. (incorporated herein by reference to Exhibit 10.14 to the proxy statement/prospectus on Form F-4 as filed with the Securities and Exchange Commission on December 18, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000121390025122905/ea024273807ex10-14_slscience.htm)\n\n10.5\n\n[Amended and Restated License Agreement, dated April 28, 2025, between SL Bio Co., Ltd. and Ji Yan Biomedical Co., Ltd. (incorporated herein by reference to Exhibit 10.15 to the proxy statement/prospectus on Form F-4 as filed with the Securities and Exchange Commission on December 18, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000121390025122905/ea024273807ex10-15_slscience.htm)\n\n10.6\n\n[Distribution Agreement, dated July 1, 2024, between X-Source Future Technology Co., Ltd. and Yu Ru Health Management Consulting Co., Ltd. (incorporated herein by reference to Exhibit 10.16 to the proxy statement/prospectus on Form F-4 as filed with the Securities and Exchange Commission on December 18, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000121390025122905/ea024273807ex10-16_slscience.htm)\n\n10.7\n\n[Development and Manufacturing Agreement of Exosome Serum, dated February 9, 2023, between SL Link Co. Ltd. and YC Biotech Co., Ltd. (incorporated herein by reference to Exhibit 10.17 to the proxy statement/prospectus on Form F-4 as filed with the Securities and Exchange Commission on December 18, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000121390025122905/ea024273807ex10-17_slscience.htm)\n\n10.8\n\n[Supplemental Agreement for the Development and Manufacturing of Exosome Serum, dated July 1, 2023, between SL Link Co. Ltd. and YC Biotech Co., Ltd. (incorporated herein by reference to Exhibit 10.18 to the proxy statement/prospectus on Form F-4 as filed with the Securities and Exchange Commission on December 18, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000121390025122905/ea024273807ex10-18_slscience.htm)\n\n10.9\n\n[Cosmetics Manufacturing Agreement, dated May 23, 2024, between SL Link Co. Ltd. and YC Biotech Co., Ltd. (incorporated herein by reference to Exhibit 10.19 to the proxy statement/prospectus on Form F-4 as filed with the Securities and Exchange Commission on December 18, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000121390025122905/ea024273807ex10-19_slscience.htm)\n\n10.10\n\n[Non-Competition Agreement, dated November 18, 2025, between SL Science Holding Limited, SL Bio Co., Ltd., and SL Link Co., Ltd. (incorporated herein by reference to Exhibit 10.21 to the proxy statement/prospectus on Form F-4 as filed with the Securities and Exchange Commission on December 18, 2025)](http://www.sec.gov/Archives/edgar/data/2032950/000121390025122905/ea024273807ex10-21_slscience.htm)\n\n11.1*\n\n[Code of Business Conduct and Ethics](ea029318401ex11-1.htm)\n\n11.2*\n\n[Insider Trading Policy](ea029318401ex11-2.htm)\n\n15.1*\n\n[Unaudited Pro Forma Condensed Combined Financial Information of SL Bio and HSPT.](ea029318401ex15-1.htm)\n\n15.2*\n\n[Consent of ARK Pro CPA & Co. (SL Bio Limited)](ea029318401ex15-2.htm)\n\n15.3*\n\n[Consent of ARK Pro CPA & Co. (SL Science Holding Limited)](ea029318401ex15-3.htm)\n\n15.4*\n\n[Consent of Marcum Asia CPAs LLP.](ea029318401ex15-4.htm)\n\n97.1*\n\n[Clawback Policy](ea029318401ex97-1.htm)\n\n*\n Filed herewith.\n\n35\n\n**SIGNATURE**\n\nThe registrant hereby certifies\nthat it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this\nReport on its behalf.\n\n**SL Science Holding Limited**\n\nJune 18, 2026\nBy:\n/s/ William Wang\n\nName:\nWilliam Wang\n\nTitle:\nDirector and Chief Executive Officer\n\n36\n\n**INDEX TO FINANCIAL STATEMENTS**\n\n** **\n\n**SL BIO LTD.**\n\n** **\n\n**Page**\n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID: 3299)](#F_001)\n\nF-2\n\n[Consolidated Balance Sheets](#F_002)\n\nF-3\n\n[Consolidated Statements of Operations and Comprehensive (Loss) Income](#F_003)\n\nF-4\n\n[Consolidated Statements of Changes in Shareholders’ Equity](#F_004)\n\nF-5\n\n[Consolidated Statements of Cash Flows](#F_005)\n\nF-6\n\n[Notes to Consolidated Financial Statements](#F_006)\n\nF-7\n\n** **\n\n**SL SCIENCE HOLDING LIMITED**\n\n** **\n\n**Page**\n\n[Report of Independence\nRegistered Public Accounting Firm (PCAOB ID: 3299)](#F_007)\n\nF-27\n\n[Consolidated Balance Sheet as of December 31, 2025](#F_008)\n\nF-28\n\n[Consolidated Statement of Operations for the period from March 18, 2025 (inception) through December 31, 2025](#F_009)\n\nF-29\n\n[Consolidated Statement of Changes in Shareholder’s Deficit for the period from March 18, 2025 (inception) through December 31, 2025](#F_010)\n\nF-30\n\n[Consolidated Statement of Cash Flows for the period from March 18, 2025 (inception) through December 31, 2025](#F_011)\n\nF-31\n\n[Notes to Consolidated\nFinancial Statements](#F_012)\n\nF-32\n\n**HORIZON SPACE ACQUISITION II CORP.**\n\n**Page**\n\n[CONDENSED BALANCE SHEETS](#F_013)\n\nF-37\n\n[UNAUDITED CONDENSED STATEMENTS OF OPERATIONS](#F_014)\n\nF-38\n\n[UNAUDITED CONDENSED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY](#F_015)\n\nF-39\n\n[UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS](#F_016)\n\nF-40\n\n[Notes to Unaudited Condensed Financial Statements](#F_017)\n\nF-41\n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID: 5395)](#F_018)\n\nF-56\n\n[Balance Sheets as of December 31, 2025 and 2024](#F_019)\n\nF-57\n\n[Statements of Operations for the years ended December 31, 2025 and 2024](#F_020)\n\nF-58\n\n[Statements of Changes in Shareholders’ (Deficit) Equity for the years ended December 31, 2025 and 2024](#F_021)\n\nF-59\n\n[Statements of Cash Flows for the years ended December 31, 2025 and 2024](#F_022)\n\nF-60\n\n[Notes to Financial Statements](#F_023)\n\nF-61\n\n****\n\nF-1\n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING\nFIRM**\n\nTo the Shareholders and the Board of Director of SL BIO Ltd.\n\n**Opinion on the Financial Statements**\n\nWe have audited the accompanying consolidated\nbalance sheets of SL BIO Ltd. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated\nstatements of operations and comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the two years\nin the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).\nIn our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company\nas of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December\n31, 2025, in conformity with accounting principles generally accepted in the United States of America.\n\n**Basis for Opinion**\n\nThese consolidated financial statements are the\nresponsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial\nstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect\nto the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange\nCommission and the PCAOB.\n\nWe conducted our audits in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial\nstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged\nto perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding\nof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audits included performing procedures to assess\nthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.\nOur audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n/s/ ARK Pro CPA & Co\n\nARK Pro CPA & Co\n\nWe have served as the Company's auditor since 2024.\n\nHong Kong, China\n\nJune 18, 2026\n\nPCAOB ID: 3299\n\n****\n\nF-2\n\n****\n\n**SL BIO LTD. AND SUBSIDIARIES**\n\n**CONSOLIDATED BALANCE SHEETS**\n\n** **\n\n**December 31, 2025**\n**December 31, 2024**\n\nASSETS\n\nCURRENT ASSETS\n\nCash and cash equivalents\n$1,258,616\n$3,680,026\n\nRestricted cash\n—\n457,500\n\nInventories\n—\n1,359,771\n\nPrepaid expenses and other current assets\n167,612\n357,881\n\nTax recoverable\n597\n—\n\nTOTAL CURRENT ASSETS\n1,426,825\n5,855,178\n\nOperating lease right-of-use assets, net\n212,324\n—\n\nPlant and equipment, net\n248,894\n18,978\n\nPrepayment for plant and equipment\n—\n7,796\n\nDeferred offering costs\n929,137\n50,000\n\nTOTAL ASSETS\n$2,817,180\n$5,931,952\n\nLIABILITIES AND SHAREHOLDERS’ EQUITY\n\nCURRENT LIABILITIES\n\nOperating lease liabilities, current\n$148,663\n—\n\nAccrued expenses and other liabilities\n319,872\n69,198\n\nTOTAL CURRENT LIABILITIES\n468,535\n69,198\n\nDeferred tax liabilities\n—\n135,701\n\nOperating lease liabilities, non-current\n64,742\n—\n\nTOTAL LIABILITIES\n533,277\n204,899\n\nCommitments and contingencies (Note 14)\n\nCommon shares, $0.10 par value; 5,000,000 shares authorized, 3,675,000 and 1,500,000 shares issued and outstanding as of December 31, 2025 and 2024, respectively*\n$367,500\n$367,500\n\nAdditional paid-in capital\n6,931,344\n6,795,647\n\nAccumulated deficit\n(5,484,378)\n(1,664,560)\n\nAccumulated other comprehensive income\n469,437\n228,466\n\nTotal shareholders’ equity\n2,283,903\n5,727,053\n\nTOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY\n$2,817,180\n$5,931,952\n\n*The shares amounts are presented on a retroactive basis, due\nto group reorganization (see Note 1 and 12).\n\nThe accompanying notes are an integral part of\nthese consolidated financial statements.\n\n** **\n\nF-3\n\n**SL BIO LTD. AND SUBSIDIARIES**\n\n**CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE\nINCOME (LOSS)**\n\n** **\n\n****\n\n**Year Ended December 31, 2025**\n**Year Ended December 31, 2024**\n\nRevenue\n$2,197,249\n$3,363,603\n\nCost of revenue\n(1,422,187)\n(1,430,842)\n\nGross profit\n775,062\n1,932,761\n\nOperating expenses\n\nGeneral and administrative expenses\n2,543,528\n1,107,331\n\nResearch and development expenses\n2,069,022\n2,020,346\n\nSelling and marketing expenses\n—\n1,195\n\nTotal operating expenses\n4,612,550\n3,128,872\n\nLoss from operations\n(3,837,488)\n(1,196,111)\n\nOther income (expenses)\n\nOther (expenses) income, net\n(22,636)\n17,109\n\nInterest income\n40,302\n45,304\n\nTotal other income (expenses), net\n17,666\n62,413\n\nLoss before income tax\n(3,819,822)\n(1,133,698)\n\nIncome tax credit (expense)\n4\n(57,635)\n\nNet loss\n$(3,819,818)\n$(1,191,333)\n\nOther comprehensive loss, net of tax:\n\nChange in cumulative foreign currency translation\n240,971\n228,466\n\nComprehensive loss\n$(3,578,847)\n$(962,867)\n\n** **\n\nThe accompanying notes are an integral part of\nthese consolidated financial statements.\n\n** **\n\n****\n\nF-4\n\n****\n\n**SL BIO LTD. AND SUBSIDIARY**\n\n**CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’\nEQUITY**\n\n** **\n\nAccumulative\n\nAdditional\nParent’s\nAccumulated\nOther\n\nCommon Shares\npaid-in\nNet\nEarnings\ncomprehensive\n\nShares\nAmount\ncapital\nInvestment\n(Deficits)\nincome\nTotal\n\nBalance at January 1, 2024\n1,500,000\n$150,000\n$—\n$3,423,844\n$—\n$—\n$3,573,844\n\nIssuance of common shares\n5,500,000\n550,000\n6,871,851\n—\n—\n—\n7,421,851\n\nShares repurchased and cancelled\n(3,325,000)\n(332,500)\n—\n—\n—\n—\n(332,500)\n\nNet distribution from Parent\n—\n—\n(2,238,821)\n(1,734,454)\n—\n—\n(3,973,275)\n\nConsummation of separation transaction upon completion of reorganization\n—\n—\n2,162,617\n(2,162,617)\n—\n—\n—\n\nNet (loss) for the year\n—\n—\n—\n473,227\n(1,664,560)\n—\n(1,191,333)\n\nForeign currency translation adjustments\n—\n—\n—\n—\n—\n228,466\n228,466\n\nBalance at December 31, 2024\n3,675,000\n$367,500\n$6,795,647\n$—\n$(1,664,560)\n$228,466\n$5,727,053\n\nNet loss for the year\n—\n—\n—\n—\n(3,819,818)\n—\n(3,819,818)\n\nReversal of prior year carve-out tax difference\n—\n—\n135,697\n—\n—\n—\n135,697\n\nForeign currency translation adjustments\n—\n—\n—\n—\n—\n240,971\n240,971\n\nBalance at December 31, 2025\n3,675,000\n$367,500\n$6,931,344\n—\n(5,484,378)\n469,437\n2,283,903\n\n****\n\n*The shares amounts are presented on a retroactive basis, due\nto group reorganization (see Note 1 and 12).\n\nThe accompanying notes are an integral part of\nthese consolidated financial statements.\n\n** **\n\n****\n\nF-5\n\n****\n\n**SL BIO LTD. AND SUBSIDIARY**\n\n**CONSOLIDATED STATEMENTS OF CASH FLOWS**\n\n** **\n\n****\n\nYear Ended\nDecember 31,\n2025\nYear Ended\nDecember 31,\n2024\n\nCASH FLOWS FROM OPERATING ACTIVITIES\n\nNet loss\n$(3,819,818)\n$(1,191,333)\n\nAdjustments to reconcile net (loss) income to net cash used in operating activities\n\nAmortization expenses\n—\n3,940\n\nDepreciation expenses\n93,685\n43,307\n\nLease expenses\n155,694\n167,795\n\nGain on disposal of plant and equipment\n—\n(6,086)\n\nGain on disposal of intangible assets\n—\n(164)\n\nGain on early termination of right-of-use assets\n—\n(2,374)\n\nChanges in operating assets and liabilities\n\nAccounts receivable\n—\n25,827\n\nInventories\n1,350,946\n187,380\n\nAdvance to supplier\n—\n1,399,886\n\nPrepaid expenses and other current assets\n207,273\n(277,519)\n\nAccrued expenses and other liabilities\n246,726\n38,620\n\nDeferred tax liabilities\n(6,252)\n57,488\n\nOperating lease liabilities\n(137,455)\n(166,609)\n\nTax paid\n(595)\n—\n\nNet cash (used in) provided by operating activities\n(1,909,796)\n280,158\n\nCASH FLOWS FROM INVESTING ACTIVITIES\n\nAcquisition of plant and equipment\n(319,685)\n(7,970)\n\nProceeds on disposal of plant and equipment\n—\n127,805\n\nProceeds on disposal of intangible assets\n—\n3,448\n\nNet cash (used in) provided by investing activities\n(319,685)\n123,283\n\nCASH FLOWS FROM FINANCING ACTIVITIES\n\nIssuance of common shares\n—\n7,239,351\n\nNet changes in parent’s investment\n—\n(4,123,275)\n\nDeferred offering costs\n(879,137)\n(50,000)\n\nNet cash (used in) provided by financing activities\n(879,137)\n3,066,076\n\nEffect of change in exchange rate\n229,708\n228,655\n\nNET INCREASE IN CASH AND CASH EQUIVALENTS\n(2,878,910)\n3,698,172\n\nCash and cash equivalents and restricted cash, beginning of year\n4,137,526\n439,354\n\nCash and cash equivalents and restricted cash, end of year\n$1,258,616\n$4,137,526\n\nSUPPLEMENTAL CASH FLOW INFORMATION:\n\nIncome taxes paid\n$595\n$—\n\nInterest paid\n$—\n$—\n\nSUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTMENT AND FINANCIAL ACTIVITIES INFORMATION:\n\nLease liabilities arising from obtaining right-of-use assets\n$350,191\n$—\n\nDeduction of right-of-use assets from cancellation of operating leases\n$—\n$(361,946)\n\nChange in common shares due to share repurchase and cancellation\n$—\n$(332,500)\n\nChange in net change in parent’s investments to due to affiliate\n$—\n$(4,123,275)\n\n** **\n\nThe accompanying notes are an integral part of\nthese consolidated financial statements.\n\n** **\n\nF-6\n\n****\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n** **\n\n**1. ORGANIZATION AND BASIS OF PRESENTATION**\n\nSL Bio Ltd. (“SL Bio” or the “Company”) is\na holding company incorporated in the Cayman Islands on March 18, 2024 by Mr. Wang Ching-Dong (“Mr. Wang”), with the initial\nauthorized and issued share capital of $500,000 divided into 5,000,000 common shares at the par value of $0.10 each. It was established\nas the holding company with the intention to perform reorganization of X-Source Future Technology Co., Ltd., a company incorporated in\nthe Republic of China (“ROC” or “Taiwan”) on July 21, 2022 (the “Reorganization”). On November 4,\n2024, X-Source Future Technology Co., Ltd. changed its name to SL Bio Co., Ltd. (“SL Bio Taiwan”). On March 18, 2025, SL Science\nHolding Limited (“PubCo”) was incorporated in the Cayman Islands as an exempted company limited by shares and wholly-owned\nby SL Bio. PubCo has not commenced any operations since its formation. PubCo and its wholly owned subsidiaries, CW Mega Limited, a Cayman\nIslands exempted company limited by shares (“Merger Sub I”) and WW Century Limited, a Cayman Islands exempted company limited\nby shares (“Merger Sub II) were incorporated solely for the purpose of completing the transactions contemplated by the Business\nCombination Agreement and Plan of Reorganization.\n\nSL Bio and its wholly-owned subsidiaries, SL Bio Taiwan, the Merger\nSub I and the Merger Sub II (collectively referred to as the “Group”) is primarily engaged in research, development\nand sales of exosome products to the customers in Taiwan. Commencing June 2024, the Group has also engaged in research and development\nof CD-19 Armed-T products. In December 2024, SL Bio also began the research and development of Gamma Delta T Cells Products (“GDT\ncell therapy products”). The address of the Group’s principal office is 11/F, No. 479, Chongyang Road, Nangang District, Taipei\nCity, Taiwan.\n\nThe accompanying consolidated financial statements reflect the activities\nof the Group and each of the entities, as contemplated after the Reorganization.\n\nReorganization\n\nThe Reorganization, are completed on June 14, 2024, included the\nfollowing:.\n\n1.SL Link Co., Ltd. (“SL Link” or “OldCo”),\na company incorporated in the ROC, had been engaged in three segments: (1) semiconductor equipment design and service; (2) research\nand development of biomedical products and (3) research, development and sales of exosome products (the “Exosome Business”).\n\n2.On May 6, 2022, SL Link commenced the research and development\nof the Exosome Business.\n\n3.On June 20, 2022 the Board of directors of SL Link approved\nthe spin-off the Exosome Business.\n\n4.On July 21, 2022, established SL Bio Taiwan to operate\nthe Exosome Business.\n\n5.On June 14, 2024, following the completion of the Reorganization\nSL Bio Taiwan was spun-out from SL Link, with SL Bio Taiwan owned 100% by SL Bio, which in turn was owned by the same beneficiary group\nof SL Link’s shareholders immediately prior to the completion of the Reorganization.\n\nThe accompanying consolidated\nfinancial statements are presented on a retroactive basis to reflect the Reorganization.\n\nF-7\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n** **\n\n**1. ORGANIZATION AND BASIS OF PRESENTATION**\n(cont.)\n\nFinancial statements representing the\nhistorical operations of the Exosome Business have been derived from the OldCo’s historical accounting records and are\npresented on a carve-out basis. All revenues and costs as well as assets and liabilities directly associated with the business\nactivities of Exosome Business are reflected in the accompanying consolidated financial statements. The consolidated financial\nstatements also include allocations of certain general, administrative, research and development expenses from the OldCo. However,\namounts recognized by SL Bio Taiwan are not necessarily representative of the amounts that would have been reflected in the\nconsolidated financial statements had SL Bio Taiwan operated independently from the OldCo.\n\nImmediately before and after the Reorganization, SL Bio Taiwan is legally\nformed and ultimately controlled by SL Link’s shareholders, including Mr. Wang’s Family and the entity they controlled. As\nsuch, the accompanying consolidated financial statements include the assets, liabilities, revenue, expenses and cash flows that are directly\nattributable to the Exosome Business before the Reorganization. The consolidated financial statements are presented as if the SL Bio Taiwan\nhad been in existence and the Reorganization had been in effect during the years ended December 31, 2025 and 2024.\n\nThe assets and liabilities have been stated at historical\ncarrying amounts. Only those assets and liabilities that are specifically identifiable to the Exosome Business are included in the\nGroup’s consolidated balance sheets.\n\nAll revenues and cost of revenues attributable to the research, development\nand selling of Exosome products were directly identifiable to SL Bio Taiwan. Operating expenses were specifically identifiable to SL Bio\nTaiwan based on product types and activities that are involved in the Exosome Business.\n\nSince the Exosome Business did not commence the sales before the establishment\nof SL Bio Taiwan in July 2022, no indirect expenses were needed to allocate to the Exosome Businesses. The management has allocated the\nsalary costs in according to the time spent on the Exosome Business and the OldCo.\n\nPrior to the Reorganization, when SL Bio Taiwan was part of the OldCo,\nSL Bio Taiwan was dependent upon OldCo for all of its working capital and financing requirements as the OldCo used a centralized approach\nto cash management and financing of its operations. Accordingly, none of the OldCo’s cash, cash equivalents or debt at the corporate\nlevel has been included in the balance sheets of the SL Bio Taiwan. Income tax liability is calculated based on a separate return basis\nas if SL Bio Taiwan had filed separate tax returns before and after the establishment of SL Bio Taiwan.\n\nManagement believes the basis and amounts of these allocations\nare reasonable. While the expenses allocated to SL Bio Taiwan for these items are not necessarily indicative of the expenses that\nwould have been incurred if SL Bio Taiwan had been a separate, stand-alone entity, the Group does not believe that there is any\nsignificant difference between the nature and amounts of these allocated expenses and the expenses that would have been incurred if\nSL Bio Taiwan had been a separate, stand-alone entity.\n\nOn May 9, 2025, the Group has entered into a Business Combination\nAgreement and Plan of Reorganization (the “Business Combination Agreement”) by and among (i) Horizon Space Acquisition\nII Corp., a Cayman Islands exempted company (“HSPT”), (ii) PubCo, (iii) Merger Sub I and (iv) Merger Sub II, pursuant to\nwhich, among other things, (i) Merger Sub I will merge with and into HSPT, with HSPT as the surviving entity and a wholly-owned\nsubsidiary of PubCo (the “First Merger”), and (ii) following the First Merger, Merger Sub II will merge with and into SL\nBio, with SL Bio as the surviving entity and a wholly-owned subsidiary of PubCo (the “Second Merger,” and together with\nthe First Merger and the other transactions contemplated by the Business Combination Agreement, the “Business\nCombination”).\n\n****\n\nF-8\n\n** **\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n** **\n\n**1. ORGANIZATION AND BASIS OF PRESENTATION**\n(cont.)\n\n** **\n\nUpon the consummation of the Business Combination, each of HSPT\nand SL Bio will become a subsidiary of PubCo, and HSPT’s shareholders and SL Bio’s shareholders will receive common\nshares of par value of $0.0001 each of PubCo (“PubCo Common Shares”). The closing date of each of the First Merger and\nthe Second Merger is hereinafter referred to as the “First Closing Date” and the “Second Closing Date”\nrespectively. The Company expects PubCo Common Shares be listed and traded on the Nasdaq Stock Market LLC (“Nasdaq”)\nfollowing the consummation of the Business Combination. However, the consummation of the transactions contemplated by the Business\nCombination Agreement is subject to numerous conditions, and there can be no assurances that such conditions will be satisfied.\n\nLiquidity\n\nAs of December 31, 2025, the Group had approximately $1.3 million of\ncash and cash equivalents and working capital of approximately $1.0 million. The Group has recurring net losses and negative cash flows\nfrom operations for the year ended December 31, 2025, which may raise concerns regarding its ability to meet short-term obligations. The\nGroup will continue incur net losses and negative cash flows from operating activities for the foreseeable future as the Group will need\nadditional funds for the research and development of CD-19 Armed-T products and GDT cell therapy products. The Group’s operating\nresults for future periods are subject to numerous uncertainties and it is uncertain if the Group will be able to generate net income\nfor the foreseeable future.\n\nThe Group has developed plans to alleviate these unfavorable conditions,\nincluded improving its profitability, and obtaining debt financing and loans from existing shareholders for additional funding to meet\nits operating needs. The management believe that the above financing could provide sufficient fundings for the Group to meet the obligations\nas they become due for at least twelve months from the date of this Report.\n\n**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n**Basis of preparation and presentation**\n\nThe Reorganization was accounted for as a common control transaction\nimmediately following completion of the transaction, the shareholders of SL Bio Taiwan immediately prior to the Reorganization had effective\ncontrol of the Company through (1) their majority shareholder interest in the SL Bio, and (2) significant representation on the Board\nof Directors (the chairman and major shareholder of SL Link, Mr. Wang, became the sole director of the Company after the Reorganization).\nFor accounting purposes, SL Bio Taiwan was deemed to be the accounting acquirer in the transaction and, consequently, the transaction\nwas treated as a recapitalization of SL Bio Taiwan (i.e., a capital transaction involving the issuance of shares by the Company to the\nbeneficial shareholders of SL Bio Taiwan and the Company acquired the shares of SL Bio Taiwan on the same date). Accordingly, the consolidated\nassets, liabilities and results of operations of SL Bio Taiwan became the historical financial statements of the Company at the closing\nof the transaction, and the Company’s assets (primarily cash and cash equivalents), liabilities and results of operations were consolidated\nwith SL Bio Taiwan beginning on the acquisition date. No step-up in basis or intangible assets or goodwill was recorded in this transaction.\nAll direct costs of the transaction were charged to operations in the period that such costs were incurred. The consolidated financial\nstatements issued following the Group Restructuring are those of the accounting acquirer for all periods required presented, and are retroactively\nadjusted to reflect the capital structure of the legal parent, the accounting acquiree. Comparative information presented in those consolidated\nfinancial statements is also retroactively adjusted to reflect the capital structure of the legal parent, the accounting acquiree.\n\nThe consolidated financial statements have been prepared in conformity\nwith accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and\nregulations of the Securities and Exchange Commission (“SEC”).\n\nThe functional currency of the SL Bio Taiwan is\nthe New Taiwan Dollars (“NTD”); however, the accompanying consolidated financial statements have been translated and presented\nin U.S. Dollars (“US$”).\n\n**Principles of Consolidation**\n\nThe consolidated financial statements include the accounts of the\nCompany and its wholly owned subsidiaries, SL Bio Taiwan, PubCo, Merger Sub I\nand Merger Sub II. All intercompany balances and transactions have been eliminated in consolidation.\n\nF-9\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**(cont.)\n\n**Uses of Estimates**\n\n** **\n\nThe preparation of the consolidated financial statements in conformity\nwith U.S. GAAP requires management of the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities,\ndisclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses\nduring the reporting period. The Group’s management based on their estimates on historical experience and various other factors\nbelieved to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value\nof assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’s\nconsolidated financial statements included revenue recognition, provision for expected credit losses of accounts receivable, inventories\nimpairment assessment, plant and equipment impairment assessment, the valuation allowance for deferred tax assets, operating lease right-of-use\n(“ROU”) assets and operating lease liabilities. Actual results could differ from those estimates.\n\n**Risk and uncertainties**\n\n** **\n\nGenerally, the industry in which the Group operates subjects the Group\nto a number of risks and uncertainties that can affect its operating results and financial condition. Such factors include, but are not\nlimited to:\n\n●the timing, costs and results of clinical trials and other development activities versus expectations;\n\n●the ability to manufacture products successfully; competition from products sold or being developed by other companies;\n\n●the price of, and demand for products once approved; and\n\n●the ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products.\n\nThe global economy has also been materially negatively affected by\nthe outbreak of a widespread health epidemic, such as COVID-19, avia flu or Africa swine flu and there is continued severe uncertainty\nabout the duration and intensity of its impacts. The global growth forecast is uncertain, which may seriously affect our business. While\nthe potential economic impact brought by, and the duration of the outbreak and its new variants may be difficult to assess or predict,\na widespread pandemic could result in significant disruption of general economy that could materially negatively affect our business.\n\n**Fair Value of Financial Instruments**\n\n** **\n\nThe Group has adopted Financial Accounting Standards Board (“FASB”)\nAccounting Standards Codification (“ASC”) 820, *Fair Value Measurements*, which defines fair value, establishes a framework\nfor measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation\nhierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the\nfollowing:\n\nLevel\n1 – Quoted prices in active markets for identical assets or liabilities.\n\nLevel\n2 – Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or\nliabilities; quoted prices in markets that are not active; or other input that is observable or can be corroborated by observable\nmarket data for substantially the full term of the assets or liabilities.\n\nLevel\n3 – Unobservable input that is supported by little or no market activity and that is significant to the fair value of the\nassets or liabilities.\n\nOur cash and cash equivalents are classified within level 1 of the\nfair value hierarchy because they are valued using quoted market price.\n\nThe carrying amounts of the other financial\nassets and liabilities, which consist of accounts receivable, restricted cash, other current assets and other liabilities approximate\ntheir fair values due to the short-term nature of these instruments.\n\n** **\n\n****\n\nF-10\n\n** **\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**2. SUMMARY OF SIGNIFICANT\nACCOUNTING POLICIES** (cont.)\n\n**Cash and cash equivalents**\n\n** **\n\nCash and cash equivalents included cash on hand placed with banks,\nwhich are unrestricted as to withdrawal and use and with an original maturity of three months or less.\n\nDeposits in banks in Taiwan are only insured by Central Deposit Insurance\nCorporation, a government agency, up to NTD 3 million ($91,500), and are consequently exposed to risk of loss. The Group believes the\nprobability of a bank failure, causing loss to the Group, is remote.\n\n**Restricted Cash**\n\n** **\n\nCash balances that have restrictions as to withdrawal or usage as collateral\nfor credit card service provided by a financial institution are considered restricted cash. Restricted cash that will be released to cash\nwithin the next 12 months is classified as current asset, while the balance restricted for use longer than one year is classified as non-current\nasset on the consolidated balance sheets.\n\n**Receivable and Allowances **\n\n** **\n\nThe Group adopted ASC 326, *Financial Instruments—Credit Losses*,\nwhich requires to create an impairment model that is based on expected losses.\n\nThe Group’s accounts receivable,\nadvance to supplier, prepaid expenses and other current assets are within the scope of ASC 326. Accounts receivable are recognized\nand carried at the original invoice amounts less the expected credit loss. The Group has a policy of reserving for uncollectible accounts\nbased on our best estimate of the amount of probable expected credit losses in the existing accounts receivable. The Group performs ongoing\ncredit evaluations of the customers and maintains an allowance for potential bad debts if required. Other\ncurrent assets are recognized and carried at the initial amount when occurred less an allowance for any uncollectible amount.\n\nTo\nestimate expected credit losses, the Group has identified the relevant risk characteristics of its counterparty and the related\nreceivables and other current assets which include size, type of the services or the products the Group provides, or a combination\nof these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Group\nconsiders the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic\nfactors) and changes in the Group’s customer collection trends. Other key factors that influence the expected credit loss\nanalysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific\nfactors that could impact the Group’s receivables. Additionally, external data and macroeconomic factors are also considered.\nThis is assessed annually based on the Group’s specific facts and circumstances. No significant impact of changes in the\nassumptions since adoption. The Group has assessed its receivable including credit term and corresponding all its receivables in\nDecember 2025. Upon such credit terms, no bad debt expense (recovery) was incurred during the years ended December 31, 2025\nand 2024, respectively. The Group recognized nil expected credit loss provision for accounts receivable, prepaid expenses and other\ncurrent assets as of December 31, 2025 and 2024.\n\n**Inventories**\n\n** **\n\nInventories are stated at\nthe lower of cost and net realizable value, with cost determined by the weighted average method. Net realizable value is the\nestimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and\ntransportation. Write-down of potential obsolete or slow-moving inventories is recorded as cost of revenue based on\nmanagement’s assumptions about future demands and market conditions. No wrote down is\nrecorded for inventories during the years ended December 31, 2025 and 2024.\n\nF-11\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n** **\n\n**2. SUMMARY OF SIGNIFICANT\nACCOUNTING POLICIES** (cont.)\n\n** **\n\n**Plant and Equipment**\n\nPlant and equipment are stated\nat historical cost less accumulated depreciation and impairment losses, if any. Depreciation is computed on a straight-line basis with\nno salvage value over the estimated useful lives of the assets as follows:\n\nLeasehold improvement\n\nOver the shorter of lease term of the estimated useful lives of the assets\n\nMachinery and equipment\n\n5 years\n\nOffice equipment\n\n5 years\n\nThe cost and accumulated depreciation\nof plant and equipment disposed of or sold are removed from the balance sheets and resulting gains and losses are recognized in the statements\nof operations, if any.\n\n**Impairment of Long-Lived Assets**\n\n** **\n\nIn accordance with the ASC 360-10, *Accounting for the Impairment\nor Disposal of Long-Lived Assets*, long-lived assets, such as plant and equipment, operating lease right-of-use assets and purchased\nintangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying\nvalue of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological\nor other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount\nof an asset to future undiscounted cash flows to be generated by the assets.\n\nIf such assets are considered to be impaired, the impairment to be\nrecognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed\nof are reported at the lower of the carrying amount or fair value less cost to sell. There is no\nimpairment of long-lived assets recorded for the years ended December 31, 2025 and 2024.\n\n**Lease**\n\nThe Group accounts for leases\nin accordance with ASC 842, *Leases*, which requires lessees to recognize leases on the balance sheet and disclose key information\nabout leasing arrangements. For the leases with the term within 12 months, the Group applies the recognition requirements of ASC 842 to\nshort-term leases.\n\nThe Group determines if a contract\ncontains a lease based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified\nasset which the Group does not own and whether it has the right to direct the use of an identified asset in exchange for consideration.\nROU assets represent the Group’s right to use an underlying asset for the lease term and lease liabilities represent the Group’s\nobligation to make lease payments arising from the lease. ROU assets are recognized as the amount of the lease liability, adjusted for\nlease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement\ndate. The interest rate used to determine the present value of the future lease payments is the Group’s incremental borrowing rate\n(“IBR”), because the interest rate implicit in most of the Group’s leases is not readily determinable.\n\nF-12\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**2. SUMMARY OF SIGNIFICANT\nACCOUNTING POLICIES** (cont.)\n\nThe IBR is a hypothetical rate\nbased on the Group’s understanding of what its credit rating would be to borrow and resulting interest the Group would pay to borrow\nan amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments\nmay be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the Group’s lease liability\ncalculation.\n\nVariable lease payments are recognized\nin operating expenses in the period in which the obligation for those payments are incurred. The Group recognized no impairment of operating\nlease right-of-use assets as of December 31, 2025 and 2024.\n\nLease classification for leases\nunder which the Group is a lessor is evaluated at lease commencement and leases not classified as sales-type leases or direct financing\nleases are classified as operating leases. Leases qualify as sales-type leases if the contract includes either transfer of ownership clauses,\ncertain purchase options, a lease term representing a major part of the economic life of the asset, or the present value of the lease\npayments and residual guarantees provided by the lessee exceeds substantially all of the fair value of the asset. Additionally, leasing\nan asset so specialized that it is not deemed to have any value to the Group at the end of the lease term may also result in classification\nas a sales-type lease. Leases qualify as direct financing leases when the present value of the lease payments and residual value guarantees\nprovided by the lessee and unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments\nis probable.\n\n**Statutory reserve**\n\n** **\n\nPursuant to the laws applicable to Taiwan, Taiwanese entities must\nmake appropriations from after-tax profit to the non-distributable “statutory reserve”. Subject to certain cumulative limits,\nthe “statutory reserve” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach\n100% of the authorized capital (as determined under accounting principles generally accepted in Taiwan (“Taiwan GAAP”) at\neach year-end). Since the SL Bio Taiwan has accumulated deficit under Taiwan GAAP during the reporting periods, it does not require to\nmake appropriations to the statutory reserve.\n\n**Revenue Recognition**\n\n** **\n\nThe Group recognizes revenue\nwhen its customer obtains control of promised goods or receives services provided in an amount that reflects the consideration which the\nGroup expects to receive in exchange for those goods and services. To determine revenue recognition for the arrangements that the Group\ndetermines are within the scope of ASC 606, *Revenue from Contracts with Customers,*the\nGroup performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the\ncontract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5)\nrecognize revenue when (or as) the entity satisfies a performance obligation.\n\nThe Group’s revenue from\ncontracts with customers is derived from product revenue principally from the sales of products directly to its customers and presents\nrevenue net of VAT.\n\nRevenue for the year ended December 31, 2025 consists\nof the following:\n\nCorporate\nRetail\n\nCustomers\nCustomers\nTotal\n\nExosome concentrate\n$2,086,707\n70,890\n2,157,597\n\nSkin care products\n4,091\n9,190\n13,281\n\nHair care products\n3,403\n22,968\n26,371\n\nTotal\n$2,094,201\n103,048\n2,197,249\n\nF-13\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**2. SUMMARY OF SIGNIFICANT\nACCOUNTING POLICIES** (cont.)\n\n** **\n\nRevenue for the year ended December 31, 2024 consists\nof the following:\n\nCorporate\nRetail\n\nCustomers\nCustomers\nTotal\n\nExosome concentrate\n$1,665,645\n$1,631,121\n$3,296,766\n\nSkin care products\n—\n20,917\n20,917\n\nHair care products\n—\n45,920\n45,920\n\nTotal\n$1,665,645\n$1,697,958\n$3,363,603\n\n*Product revenue recognition\n– point of time*\n\nThe performance obligations are considered to be met and revenue is\nrecognized when the customer obtains control of the goods. Revenue is recognized at that point of time. The customers pick up the goods\ndirectly from the Group’s premise, and the Group has satisfied the contracts’ performance obligations when the goods have\nbeen picked up and the acceptance document has been signed by the customers. The Group does not offer sales rebate to its customers. Any\ndiscount will be net of the revenue at the point of time. The Group does not provide its customers with the right of return (except for\nproduct quality issue). The customer is required to perform product’s quality check immediately upon delivery of the products and\nreports to the Group within a few days if there is quality issue.\n\n*Other\nrevenue*\n\nThe Group has entered\ninto an operating leasing arrangement to a clinic in Taiwan to lease the system and software owned by the Group in May 2023. The lease\nterm is initially expired in April 2028 but terminated in December 2024. The Group receives\nincome from operating leases based on the fixed required rents (base rent) in according to the lease agreement. Rent revenue from base\nrents is recorded on the straight-line method, when collectability of the lease payments is deemed probable, over the terms of the related\nlease agreement. Operating lease revenue, as recorded on the straight-line method, in the statements of operation is recorded as other\nrevenue. The Group recognized nil and $42,251 of income from the leasing arrangement to the\nclinic for the years ended December 31, 2025 and 2024, respectively.\n\n**Cost of revenue**\n\n** **\n\nCost of revenue consists primarily of purchased costs of products for\nsales and other costs directly related to the sales of products.\n\n**Shipping and handling expenses**\n\n** **\n\nThe Group expenses shipping and handling expenses as incurred. The\nGroup recorded nil of shipping and handling expenses for the years ended December 31, 2025 and 2024.\n\n**Research and development**\n\n** **\n\nResearch and development costs\nare expensed as incurred in accordance with ASC 730, *Research and Development*. The Group incurs research and development costs\nin the pursuit of new products and improving the formulation of existing products. Examples of research costs include staff costs, costs\nfor laboratory research, studies, surveys, and other activities aimed at acquiring new knowledge.\n\nF-14\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**2. SUMMARY OF SIGNIFICANT\nACCOUNTING POLICIES** (cont.)\n\nDevelopment costs may be capitalized\nif the following criteria are met: (1) technological feasibility has been established, (2) the Group intends to complete the product or\nprocess. (3) the Group has the ability to use or sell the product or process, (4) the product or process will generate future economic\nbenefits, and (5) the costs can be reliably measured.\n\nOn June 20, 2024, the Group entered\ninto a licensed patent and know-how transfer agreement with SL Link (the “Patent Transfer Agreement”) to transfer the licensed\npatent and know-how of CD-19 Armed-T products (the “CD-19 Project”). The licensed patent is related to the research and development\nof Bi-Specific antibodies for use in producing armed immune cells technology for application in cancer and the relevant know-how (the\n“CD-19 Patent”). The CD-19 Patent is initially licensed by CytoArm, a privately-owned company incorporated in Taiwan which\nengaged in biomedical research business, to SL Link in March 2023. Mr. Wang indirectly owns approximately 12.5% of CytoArm through SL\nLink on date of transaction and December 31, 2025. According to the Patent Transfer Agreement, SL Link transferred the cooperation rights\nwith CytoArm and the results generated from the CD-19 Project to the Group, for $949,771, which is equivalent to the amount that SL Link\npaid for the research and development of the CD-19 Project. The Group also agreed to bear the future research and development of the CD-19\nProject. CytoArm agreed SL Link to transfer the CD-19 Patent to the Group and will not charge additional costs to the Group. On\nNovember 20, 2024, CytoArm, the Group and SL Link entered into a supplementary agreement to confirm the transfer of the CD-19 Project\nfrom SL Link to the Group and clarified the transfer of the rights, obligations and financial arrangements between the parties. Under\nthe original license agreement with CytoArm and the supplementary agreement, the Group continues to hold a perpetual, irrevocable, royalty-bearing,\nexclusive license to manufacture, use, import, offer to sell, and sell the CD-19 Armed-T products. The Group is obligated to pay up to\n$4.1 million when certain conditions and milestones are satisfied and completed by CytoArm and\nthe Group is obligated to pay a royalty of 15% of the sales of the CD-19 Armed-T products generated from the CD-19 Patent.\n\nOn December 27, 2024, the Group\nentered into two global non-exclusive license agreements for Gamma Delta T Immune Cells (“GDT Cells”) with Ji Yan BioMedical\nCo., Ltd. (“JY BioMed”), a company registered in Taiwan, for “Human-Derived Immune Cell γδT Cell Pharmaceutical\n- Clinical-Grade Manufacturing Technology” and the related proprietary expertise and technical data, with the capability for clinical\napplication development in pancreatic and brain cancers treatments (collectively referred as the “GDT Cells License Agreements”).\nOn April 28, 2025, the Group amended and restated its agreement with JY BioMed to, among other things, combine the two prior agreements\ninto a single agreement, grant the Group exclusive licenses for pancreatic and brain cancer treatment, and adjust the total consideration\n(the “A&R GDT Cells Licenses Agreement”). Dr. Shen Hsieh-Tsung, Ethan (“Mr. Shen”), the Group Chief Technical\nOfficer (“CTO”), has served as JY BioMed’s Chief Executive Officer until August 1, 2025 and has served as the Chairman\nof JY BioMed since December 1, 2025, and holds approximately 68.3% and 76.0% equity stake on the date of transaction and December 31,\n2025, respectively.\n\nAccording to the A&R GDT\nCells Licenses Agreement, the Group is granted global exclusive right to use, implement, reproduce, and modify JY BioMed’s proprietary\ntechnology and technical data for the development, manufacturing, offering for sale, selling, and use of the products derived and developed\nfrom JY BioMed’s GDT cells technology for pancreatic and brain cancer treatments (“GDT Cells Licenses”). The term of\nlicensed period of the GDT Cells Licenses are 20 years after the GDT cell therapy products are launched, unless terminated by either\nparty with thirty days’ written notice if there is a mutual recognition of significant delays or impossibility of completion,\na material breach not corrected within thirty days, certain financial or organizational changes causing damage, delayed payments\nconstituting a material breach, false reporting by SL Bio, or an unrectifiable material breach.\n\nF-15\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**2. SUMMARY OF SIGNIFICANT\nACCOUNTING POLICIES** (cont.)\n\nUpon the entering of the GDT\nCells License Agreements in December 2024, the Group paid $1 million including VAT to JY BioMed for the initial research and development\ncosts and material costs of the GDT cell therapy products for pancreatic and brain cancer treatment. The Group will also bear the future\nresearch and development costs of GDT cell therapy products thereafter. The total consideration of the A&R GDT Cells Licenses Agreement\nis $38 million including VAT and the Group is obligated to pay a royalty of 7% and 10% of the sales of the GDT cell therapy products for\npancreatic and brain cancer treatment generated from GDT Cells Licenses, respectively. As of December 31, 2025, $1 million including VAT\nwas paid to JY BioMed in according to the A&R GDT Cells Licenses Agreement. The Group will pay the remaining consideration of $37\nmillion to JY BioMed for as milestone payments for further research and development of this technology and for the application to a pancreatic\nand brain cancer drugs and products when certain conditions and milestones are satisfied and completed by JY BioMed.\n\nDuring the years ended December\n31, 2025 and 2024, the Group incurred $2,069,022 and $2,020,346, respectively, for the research and development expenses of the new product\npipeline. As of December 31, 2025 and 2024, the Group has not capitalized any development cost.\n\n**Income Taxes**\n\n** **\n\nIncome taxes are accounted for\nunder the asset and liability method in accordance with ASC 740, *Income Taxes*. Under this method, income tax expense is\nrecognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences\nresulting from matters that have been recognized in an entity’s financial statements or tax returns.\n\nDeferred tax assets and liabilities\nare determined based on the temporary difference between the financial reporting and tax bases of assets and liabilities, and net operating\nloss and tax credit carryforwards using enacted tax rates that will be in effect for the period in which the differences are expected\nto reverse. The Group records a valuation allowance against the amount of deferred tax assets\nthat it determines is not more likely than not of being realized. The effect on deferred taxes of a change in tax rates is recognized\nin income in the period that includes the enactment date.\n\nThe Group recognizes\nthe effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions\nare measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected\nin the period in which the change in judgment occurs. The Group records interest related\nto unrecognized tax benefits and penalties, if any, within income tax expenses.\n\n** **\n\n**Retirement and other post-retirement benefits **\n\n** **\n\nContributions to retirement schemes\nwhich are defined contribution plans are charged to the statement of operations as and when the related employee service is provided.\n\nFull time employees of the Group\nin Taiwan participate in a government mandated defined contribution plan, pursuant to which certain\npension benefits, medical care benefits are provided to employees. Taiwanese labor regulations require that the Group to\nmake contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum\namount specified by the government. The Group has no legal obligation for the benefits beyond\nthe contributions made. Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately $15,712 and\n$10,380 for the years ended December 31, 2025 and 2024, respectively.\n\nF-16\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n** **\n\n**2. SUMMARY OF SIGNIFICANT\nACCOUNTING POLICIES** (cont.)\n\n**Translation of foreign currency financial statements**\n\n** **\n\nThe\nfunctional currency is NTD, the local currency of the Group where operates. The reporting\ncurrency of the Group is US$. Accordingly, the consolidated financial statements of the Group\nare translated at the following exchange rates: assets and liabilities — current rate on balance sheet date; shareholders’\nequity — historical rate; income and expenses — average rate during the year. The resulting translation adjustment\nis reflected in the accumulated other comprehensive income (loss).\n\nTransactions\ndenominated in other than the functional currencies are recorded at the rate of exchange in effect when the transaction occurs. Gains\nor losses, resulting from the application of different foreign exchange rates when cash in foreign currency is converted into the entities’\nfunctional currency, or when foreign currency receivable and payable are settled, are credited or charged to income in the period of conversion\nor settlement. At year-end, the balances of foreign currency monetary assets and liabilities are recorded based on prevailing exchange\nrates and any resulting gains or losses are included in the statements of comprehensive income (loss). Non-monetary assets and liabilities\nthat are measured in terms of historical cost in a foreign currency are translated using the exchange rates prevailing on the transaction\ndates. The transaction date is the date on which the Group initially recognizes such non-monetary assets and liabilities. Non-monetary\nassets and liabilities that are stated at fair value are translated using the exchange rates prevailing at the dates the fair value is\nmeasured. The resulting exchange differences are recognized in accumulated other comprehensive income (loss).\n\nTranslation\nof amounts from NTD into US$ has been made at the following exchange rates for the respective year:\n\n2025\n2024\n\nYears ended NTD: US$1 exchange rate\n31.27\n32.81\n\nAnnual average NTD: US$1 exchange rate\n31.35\n32.05\n\n**Comprehensive income (loss)**\n\n** **\n\nComprehensive\nincome (loss) represents net income (loss) plus the results of certain changes in shareholders’ equity (deficit) during a period\nfrom non-owner sources.\n\nComprehensive income (loss) is\ndefined as the changes in equity of the Group during a period from transactions and other events and circumstances excluding transactions\nresulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, *Comprehensive Income*, requires\nthat all items that are required to be recognized under current accounting standards as components of comprehensive income (loss) be reported\nin a financial statement that is displayed with the same prominence as other financial statements. For each of the periods presented,\nthe Group’s comprehensive income (loss) includes net income (loss) and foreign currency translation adjustments, which are presented\nin the statements of comprehensive income (loss).\n\n** **\n\n**Concentration\nof risks**\n\n** **\n\n*Concentration\nof suppliers*\n\nThe following\nsupplier accounted for 10% or more of purchase for the years ended December 31, 2025 and 2024:\n\nSupplier\n2025\n2024\n\nVendor A\n-\n100.0%\n\nF-17\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n* *\n\n**2. SUMMARY OF SIGNIFICANT\nACCOUNTING POLICIES** (cont.)\n\n* *\n\n*Concentration\nof customers*\n\nThe following\ncustomers accounted for 10% or more of sales for the years ended December 31, 2025 and 2024:\n\nDecember 31,\nDecember 31,\n\nCustomer\n2025\n2024\n\nCustomer A\n39.5%\n38.9%\n\nCustomer B\n55.8%\n10.6%\n\nThere is no accounts receivable balance\nas of December 31, 2025 and 2024.\n\n* *\n\n*Concentration\nof credit risk*\n\nFinancial instruments that potentially\nexpose the Group to the concentration of credit risk consist primarily of cash and cash equivalents,\nrestricted cash, accounts receivable, prepaid expenses and other current assets. The Group places\nits cash and cash equivalents and restricted cash with financial institutions with credit ratings and quality where the Group considers\nacceptable.\n\nThe risks with respect to accounts\nreceivable are mitigated by credit evaluations performed on the debtors and ongoing monitoring of outstanding balances.\n\n** **\n\n*Foreign\ncurrency exchange risk*\n\n** **\n\nThe reporting currency of the\nGroup is US$, to date the majority of the revenues and costs are denominated in NTD and a\nsignificant portion of the assets and liabilities are denominated in NTD. As a result, the Group is\nexposed to foreign currency exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate\nbetween US$ and NTD. If NTD depreciates against US$, the value of NTD revenues and assets as expressed in US$ financial statements will\ndecline. The Group does not hold any derivative or other financial instruments that expose\nto substantial market risk.\n\nNTD is not a freely convertible\ncurrency. The Central Bank of the Republic of China, under the authority of Taiwan government, controls the conversion of NTD to foreign\ncurrencies. There are restrictions and limits on the conversion of NTD to other currencies, especially for capital account transactions.\nIndividuals and businesses face conversion quotas and approvals required from the authorities.\n\n**Recently Adopted Accounting Standards**\n\nIn December 2023, the FASB issued\nASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). The intent\nof ASU 2023-09 is to improve the disclosures around a company’s rate reconciliation information and certain types of income taxes\ncompanies are required to pay. Specifically, these new disclosure requirements will provide more transparency regarding income taxes companies\npay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new\ndisclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks,\ntax planning and operational opportunities of companies affect their effective tax rates and future cash flow prospects. ASU 2023-09 is\neffective for annual fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that\nhave not yet been issued or made available for issuance. The amendments under ASU 2023-09 should be applied on a prospective basis, although\nretrospective application is permitted. The Group adopted ASU 2023-09 beginning January 1, 2025. The adoption did not have material impact\non the Group’s consolidated financial statement.\n\nF-18\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**2. SUMMARY OF SIGNIFICANT\nACCOUNTING POLICIES** (cont.)\n\nIn November 2024, the FASB issued\nASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), which requires additional disclosure of the nature of expenses\nincluded in the income statement in response to longstanding requests from investors for more information about an entity’s expenses.\nThe new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income\nstatement as well as disclosures about selling expenses. The guidance will be effective for annual reporting periods beginning after December\n15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option\nfor retrospective application. Early adoption is permitted. The Group is currently evaluating the impact that the adoption of this guidance\nwill have on the Group’s consolidated financial statement presentation and disclosures.\n\nIn May 2025, The FASB issued\nASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and\nContract Assets” (“ASU 2025-05”). The intent of ASU 2025-05 is to improve the practical expedient for estimating expected\ncredit losses on short-term receivables and contract assets by allowing an entity to assume that current conditions at the balance sheet\ndate will remain constant over the asset’s remaining contractual life. ASU2025-05 is effective for annual fiscal years beginning after\nDecember 15, 2025 with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance.\nThe amendments under ASU 2025-05 should be applied on a prospective basis, although retrospective application is permitted. The Group\nis currently evaluating the impact that the adoption of this guidance will have on the Group’s consolidated financial statement\npresentation and disclosures.\n\nExcept as mentioned above, the\nGroup does not believe other recently issued but not yet effective accounting standards,\nif currently adopted, would have a material effect on the Group’s consolidated balance\nsheets, consolidated statements of operations and consolidated comprehensive\nincome (loss) and consolidated statements of cash flows.\n\n**3. INVENTORIES**\n\n** **\n\nInventories, net consist of the following:\n\nDecember 31,\nDecember 31,\n\n2025\n2024\n\nFinished goods\n$         -\n$1,359,771\n\nThe Group has no wrote-down of inventories for\nthe years ended December 31, 2025 and 2024.\n\n** **\n\n**4. PREPAID EXPENSES AND OTHER CURRENT ASSETS**\n\n** **\n\nThe amount of prepaid expenses and other current\nassets consist of the followings:\n\nDecember 31,\nDecember 31,\n\n2025\n2024\n\nValue added tax credit\n$128,816\n$130,558\n\nOther receivable\n286\n134,724\n\nSecurity deposits\n26,375\n28,490\n\nPrepaid operating expenses\n12,135\n64,109\n\nTotal\n$167,612\n$357,881\n\nThe Group did not accrue any expected credit loss\nprovision for the years ended December 31, 2025 and 2024.\n\nF-19\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n** **\n\n**5. PLANT AND EQUIPMENT, NET**\n\nPlant and equipment, net consist of the following:\n\nDecember 31,\nDecember 31,\n\n2025\n2024\n\nLeasehold improvement\n$299,175\n$-\n\nMachinery and equipment\n29,867\n28,467\n\nOffice equipment\n21,513\n-\n\nSubtotal\n350,555\n28,467\n\nLess: accumulated depreciation\n(101,661)\n(9,489)\n\nTotal\n$248,894\n$18,978\n\nDepreciation expenses included in general and\nadministration expenses for the years ended December 31, 2025 and 2024 was $93,685 and $43,307, respectively. There were no impairments\nrecognized during the years ended December 31, 2025 and 2024. In December 2024, the Group disposed certain machinery and equipment and\noffice equipment to the lessee of the system and software and recorded a gain on disposal of $6,086 during the year ended December 31,\n2024.\n\n**6. LEASES**\n\nThe Group’s operating leases consist of leases for office space\nin Taiwan and the Group is the lessee under the terms of the operating leases. For the years ended December 31, 2025 and 2024, the operating\nlease cost was $155,694 and $167,795, respectively. The short-term lease cost recognized for the years ended December 31, 2025 and 2024\nwas $8,809 and $1,026, respectively.\n\nThe Group’s operating leases with the OldCo\nis initially expired in May 2027 but cancelled in December 2024. The Group has entered into a new operating lease with the third party\nlandlord effective on January 1, 2025. As of December 31, 2025, the weighted average remaining lease term and weighted average discount\nrate were 1.41 years and 6.41%, respectively.\n\nAs of December 31, 2025 and 2024, the Group stated the following amounts\nin the Group’s consolidated balance sheets:\n\nDecember 31,\nDecember 31,\n\n2025\n2024\n\nAssets\n\nOperating lease right-of-use assets\n$212,324\n$           -\n\nTotal\n212,324\n-\n\nLiabilities\n\nOperating lease liabilities, current\n148,663\n-\n\nOperating lease liabilities, non-current\n64,742\n-\n\nTotal lease liabilities\n$213,405\n$-\n\nF-20\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**6. LEASES** (cont.)\n\nMaturities of lease liabilities were as follows:\n\nOperating\n\nAs of December 31, 2025\nLease\n\nFrom January 1, 2026 to December 31, 2026\n$156,945\n\nFrom January 1, 2027 to December 31, 2027\n65,393\n\nTotal undiscounted cash flows\n$222,338\n\nLess: imputed interest\n(8,933)\n\nPresent Value of future minimum lease payments\n213,405\n\nLess: Current obligations\n(148,663)\n\nLong term obligations\n$64,742\n\nSupplemental cash flow information related to\nleases where the Group was the lessee for the years ended December 31, 2025 and 2024 was as follows:\n\nDecember 31, 2025\nDecember 31, 2024\n\nOperating cash outflows from operating assets\n$154,617\n$166,608\n\n**7. DEFERRED OFFERING COSTS**\n\n** **\n\nDeferred offering costs represent legal, accounting,\nunderwriting, and other direct costs incurred in connection with a planned equity or debt offering. These costs are deferred until the\nclosing of the offering, at which time the deferred costs are offset against the offering proceeds, In the event the offering is unsuccessful\nor aborted, the costs will be expenses.\n\n**8. ACCRUED EXPENSES AND OTHER LIABILITIES **\n\n** **\n\nThe amount of accrued expenses and other liabilities\nwere consisted of the followings:\n\nDecember 31,\nDecember 31,\n\n2025\n2024\n\nAccrued expenses\n$52,785\n$32,204\n\nAccrued audit fee\n95,160\n8,601\n\nAccrued staff costs\n165,092\n25,018\n\nOthers\n6,835\n3,375\n\nTotal\n$319,872\n$69,198\n\n**9. SHARE CAPITAL**\n\nThe Company was incorporated in the Cayman Islands on March 18, 2024\nby Mr. Wang, with the initial authorized and issued share capital of $500,000 divided into 5,000,000 common shares at the par value of\n$0.10 each. It was established as the holding company with the intention to perform reorganization of SL Bio Taiwan.\n\nF-21\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**9. SHARE CAPITAL** (cont.)\n\nSL Link has been engaged in three segments: (1) semiconductor equipment\ndesign and service; (2) research and development of biomedical products and (3) research, development and sales of the Exosome Business.\nOn May 6, 2022, SL Link commenced the research and development of the Exosome Business. On June 20, 2022, the board of directors of SL\nLink approved to exercise the business reorganization and spin-off such business into a separate legal entity, SL Bio Taiwan, which was\nestablished on July 21, 2022. SL Link continued its operation in semiconductor and biomedical business and referred to as the “OldCo”.\n\nUpon the completion of the Reorganization on June 14, 2024, the Company\nhad 5,000,000 authorized shares with the par value of $0.10 per share, and SL Bio and OldCo both were substantially under common control\nby the same beneficiary group of SL Link’s shareholders before and after the Reorganization, and SL Bio Taiwan as a wholly-owned\nsubsidiary of the Company. Initially, the Company has issued 5,000,000 common shares to Mr. Wang. On May 23, 2024, he transferred 1,500,000\nand 175,000 common shares to SL Link’s shareholders and other investor, respectively. On June 10, 2024, the Company repurchased\nand cancelled the remaining 3,325,000 common shares of the Company from Mr. Wang at par value. Upon the completion of the Reorganization\non June 14, 2024, the Company had 1,675,000 issued and outstanding common shares.\n\nOn June 28, 2024, the Company issued additional 2,000,000 common shares\nto various SL Link shareholders with the par value of $0.10 each at $3.00 per share. After that, the authorized shares is 5,000,000 and\nthe issued and outstanding common shares of the Company is 3,675,000.\n\n**10. INCOME TAXES**\n\n** **\n\nThe Company, PubCo, the Merger Sub I and the Merger Sub II are incorporated\nin the Cayman Islands, which is exempt from income tax. The Company’s operating subsidiary, SL Bio Taiwan, is incorporated in the\nROC and is subject to the ROC Income Tax Law. The applicable tax rate is 20% in 2025 and 2024.\n\nSignificant components of the provision for income taxes are as follows:\n\nDecember 31,\nDecember 31,\n\n2025\n2024\n\nCurrent tax\n$                      -\n$  -\n\nDeferred tax\n(4)\n57,635\n\nIncome tax (credit) expense\n$(4)\n$57,635\n\nReconciliation of the differences between the ROC Income Tax rate applicable\nto profits and the income tax expenses of the Group:\n\nDecember 31,\nDecember 31,\n\n2025\n2024\n\nLoss before taxation\n$(3,819,822)\n$(1,133,698)\n\nNotional tax on income (loss) before tax\n\nComputed expected tax expense\n(763,964)\n(226,739)\n\nNon-taxable or non-deductible expenses\n390,630\n68,012\n\nChange in valuation allowances\n373,338\n216,362\n\nTotal\n$4\n$57,635\n\nF-22\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**10. INCOME TAXES** (cont.)\n\nDeferred tax assets (liabilities) are as follows\n\n** **\n\nDecember 31,\nDecember 31,\n\n2025\n2024\n\nDeferred tax assets\n\nTax losses carry forwards\n$706,110\n$211,507\n\nOther timing difference\n(109,701)\n\nValuation allowance\n(596,409)\n(211,507)\n\nTotal deferred tax assets\n-\n-\n\nDeferred tax liabilities\n\nOther timing difference\n-\n(135,701)\n\nTotal deferred tax liabilities\n-\n(135,701)\n\nNet deferred tax liabilities\n$-\n$(135,701)\n\n** **\n\nThe movement of valuation allowance is as follows\n\nDecember 31,\nDecember 31,\n\n2025\n2024\n\nBalance at beginning of the year\n$(211,507)\n$-\n\nCurrent year addition\n(384,902)\n(211,507)\n\nBalance at end of the year\n$(596,409)\n$(211,507)\n\nAs of December 31, 2025 and 2024, the Company\nhad net operating losses of $2,087,848 and $1,057,535, respectively, arising from subsidiary incorporated in the ROC, which will be available\nto offset future taxable income. The net operating losses in the ROC can be carried forward for up to 10 years. During the year ended\nDecember 31, 2025, the Group records a valuation allowance against the amount of deferred tax assets that it determines is not more likely\nthan not of being realized.\n\nAs of December 31, 2024, the net deferred tax\nliabilities of $135,701 relates to the timing difference on the Reorganization as disclosed in note 1 to the financial statements. During\n2025, these temporary differences reversed as the Reorganization structure was fully implemented, resulting in no deferred tax liabilities\nas at December 31, 2025.\n\n** **\n\n**11. COMMITMENTS AND CONTINGENCIES**\n\n** **\n\nAs of December 31, 2025 and 2024, the Group had the commitment of nil\nand $17,458 for capital expenditure contracted for but not provided in the consolidated financial statements in respect of the acquisition\nof plant and equipment.\n\n** **\n\n**12. RELATED PARTY TRANSACTION**\n\n** **\n\nAs of December 31, 2025 and 2024, the Group had\nno amount due from (to) affiliate.\n\nIn January 2023, the Group entered into an operating lease arrangement\nwith OldCo to lease part of its office premises in Taiwan. The lease has the initial term of 53 months from January 1, 2023 to May 31,\n2027, but the lease was cancelled in December 2024. In January 2023, the Group also entered into a corporate and administrative service\nagreement with OldCo for the general corporate and accounting services in Taiwan, and it was terminated in December 2024.\n\nF-23\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**12. RELATED PARTY TRANSACTION** (cont.)\n\nDuring the year ended December 31, 2025,\nthe Company had the following transaction with affiliates:\n\nName\nAmount\nRelationship\nNote\n\nJY BioMed\n$455,714\nCompany owned by our Chief Technical Officer of the Company, Dr. Shen\nResearch and development costs paid for GDT Cells Licenses to the Group\n\nDuring the year ended December 31, 2024, the Company had the following\ntransaction with the Parent entity:\n\nName\nAmount\nRelationship\nNote\n\nSL Link\n$167,795\nCompany owned by a director and a shareholder of the Company, Mr. Wang\nOperating leasing income for the rental of office premise to the Group\n\nSL Link\n$80,496\nCompany owned by a director and a shareholder of the Company, Mr. Wang\nExpenses for general corporate and accounting services provided to the Group\n\nSL Link\n$949,771\nCompany owned by a director and a shareholder of the Company, Mr. Wang\nResearch and development costs paid for the transfer of the CD-19 Patent to the Group\n\nJY BioMed\n$964,823\nCompany owned by our Chief Technical Officer of the Company, Dr. Shen\nResearch and development costs paid for GDT Cells Licenses to the Group\n\n** **\n\n**13. SEGMENT REPORTING**\n\nThe Group’s chief operating decision maker, who has been identified\nas the Group’s directors, evaluates segment performance and allocates resources based on several factors, of which the primary financial\nmeasure is operating income.\n\nDuring the years ended December 31, 2025 and 2024, the Group operated\nin sales of Exosome products segment and research and development of CD-19 Armed-T products segment. In December 2024, the Group extended\nthe operation into the research and development of GDT cell therapy products and thus operated in three segments during the year ended\nDecember 31, 2025 and thereafter. The revenue of the Group represented the sales of Exosome products only.\n\nThere was no revenue generated and assets allocated for the CD-19 Armed-T\nproducts and GDT cell therapy products segments for the year ended December 31, 2025. The Company’s chief operating decision maker\nevaluates performance based on each reporting segment’s revenue, cost of revenues, operating expenses, operating income (loss),\nother income (expense), and income (loss) before income taxes. The respective information by segment for the years ended December 31,\n2024 and 2025 were as follows:\n\nF-24\n\n**SL BIO LTD. AND SUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**13. SEGMENT REPORTING** (cont.)\n\nFor the year ended December 31, 2025:\n\n**Exosome**** **** **\n**CD-19\nArmed-T**** **** **\n**GDT cell therapy**** **** **\n**Corporate and**** **** **\n** **** **\n\n** **** **\n**Products**** **** **\n**Products**** **** **\n**Products**** **** **\n**Unallocated**** **** **\n**Total**\n\nRevenue\n$2,197,249\n$-\n$-\n$-\n$2,197,249\n\nCost of revenue\n(1,422,187)\n-\n-\n-\n(1,422,187)\n\nGross profit\n775,062\n-\n-\n-\n775,062\n\nOperating expenses\n792,443\n512,041\n1,856,981\n1,451,085\n4,612,550\n\nOperating loss\n(17,381)\n(512,041)\n(1,856,981)\n(1,451,085)\n(3,837,488)\n\nOther income (expenses), net\n(1,445)\n-\n-\n19,111\n17,666\n\nLoss before income tax\n(18,826)\n(512,041)\n(1,856,981)\n(1,431,974)\n(3,819,822)\n\nAs of December 31, 2025\n\nIdentifiable long-lived assets\n13,938\n-\n-\n447,280\n461,218\n\nTotal assets\n749,864\n-\n-\n2,067,316\n2,817,180\n\nFor the year ended December 31, 2024:\n\n**Exosome**** **** **\n**CD-19\nArmed-T**** **** **\n**GDT cell therapy**** **** **\n**Corporate and**** **** **\n** **** **\n\n** **** **\n**Products**** **** **\n**Products**** **** **\n**Products**** **** **\n**Unallocated**** **** **\n**Total**\n\nRevenue\n$3,363,603\n$-\n$-\n$-\n$3,363,603\n\nCost of revenue\n(1,430,842)\n-\n-\n-\n(1,430,842)\n\nGross profit\n1,932,761\n-\n-\n-\n1,932,761\n\nOperating expenses\n702,651\n1,070,441\n964,823\n390,957\n3,128,872\n\nOperating income (loss)\n1,230,110\n(1,070,441)\n(964,823)\n(390,957)\n(1,196,111)\n\nOther income (expenses), net\n26,437\n-\n-\n35,976\n62,413\n\nIncome (loss) before income tax\n1,256,547\n(1,070,441)\n(964,823)\n(354,981)\n(1,133,698)\n\nAs of December 31, 2025 and 2024, the Group’s total assets and\nlong-lived assets are under the segments of sales of Exosome Products and Corporate and unallocated. All of the payments incurred for\nresearch and development of CD-19 Armed-T products and GDT cell therapy products segments are expensed.\n\nF-25\n\n**SL BIO LTD. AND\nSUBSIDIARY\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\nFOR YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**14. SUBSEQUENT EVENTS**\n\nThe Company evaluated subsequent events through\nJune 18, 2026 the date of the issuance of the consolidated financial statements. Based upon this review, other than disclosed below, the\nCompany did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.\n\nOn May 14, 2026 and May 21, 2026, SL Bio has entered into loan agreements\nwith the Mr. Wang, under which a total aggregate loan amount of $1,600,000 was provided to SL Bio. The loans from Mr. Wang are unsecured,\ninterest-free and repayable within one year from the date of the agreements.\n\nIn connection with the Business Combination, on March 24,\n2026, PubCo entered into subscription agreements with certain investors for PIPE Financing of 780,000 units at $10.00 per unit for aggregate\ngross proceeds of $7,800,000. Each unit consists of one PubCo ordinary share and one preferred share, with each preferred share convertible\ninto one-third of one PubCo ordinary share six months following the closing of Business Combination. Upon the closing of Business Combination\non June 12, 2026, PubCo issued 780,000 PubCo ordinary shares of par value $0.00001 each and 780,000 PubCo Series A preferred shares to\nPIPE investors.\n\nOn June 12, 2026, Merger Sub I merged with and into HSPT,\nwith HSPT continuing as the surviving company and becoming a wholly owned subsidiary of PubCo. Each issued and outstanding ordinary share\nof HSPT (other than redeeming and dissenting shares) was automatically cancelled and converted into the right to receive one PubCo ordinary\nshare. In connection with the First Merger, 3,502,404 HSPT ordinary shares were redeemed and cancelled, while the remaining non-redeeming\nshares were converted into PubCo ordinary shares.\n\nOn the same day, Merger Sub II merged with and into SL Bio,\nwith SL Bio continuing as the surviving company and becoming a wholly owned subsidiary of PubCo. Each issued and outstanding ordinary\nshare of SL Bio was automatically cancelled and converted into the right to receive newly issued PubCo ordinary shares based on the exchange\nratio set forth in the Business Combination Agreement. In aggregate, 556,800,000 PubCo ordinary shares were issued to SL Bio shareholders.\nUpon completion of the Second Merger, the authorized share capital of SL Bio was reclassified to $500,000 divided into 500,000,000 shares\nof par value of $0.001 each.\n\nFollowing the effective time of the\nFirst Merger and Second Merger, Pubco has authorized shares of 4,950,000,000, ordinary shares of par value $0.00001 each and 50,000,000\npreferred shares of par value $0.00001 each. The issued and outstanding shares of the PubCo comprised 560,759,757 ordinary shares of par\nvalue $0.00001 each and 780,000 preferred shares of par value $0.00001 each. SL Bio’s issued share capital and additional paid in\ncapital became $1 and $0 respectively. As a result of Business Combination, SL Bio and HSPT each became wholly owned subsidiaries of Pubco\nfollowing the merger (which closed on June 12, 2026, with trading commencing on Nasdaq under “SLBT” on June 15, 2026).\n\nF-26\n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING\nFIRM**\n\nTo the Shareholders and the Board of Directors of SL Science Holding\nLimited\n\n**Opinion on the Financial Statements**\n\nWe have audited the accompanying consolidated\nbalance sheet of SL Science Holding Limited and subsidiaries (the “Company”) as of December 31, 2025, and the related consolidated\nstatements of operations, changes in shareholder’s deficit and cash flows for the period from March 18, 2025 (date of inception)\nthrough December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In\nour opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as\nof December 31, 2025, and the results of its operations and its cash flows for the period from March 18, 2025 (date of inception) through\nDecember 31, 2025, in conformity with accounting principles generally accepted in the United States of America.\n\n**Going Concern**\n\n** **\n\nThe accompanying consolidated financial statements\nhave been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements,\nthe Company has not commenced any operations since its formation and was set for the purpose of completing reorganization and will need\nto raise additional funds to meet its future obligations. These conditions raise substantial doubt about its ability to continue as a\ngoing concern. Management’s plans in regard to these matters are also discussed in Note 2 to the consolidated financial statements.\nThese consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n**Basis for Opinion**\n\nThese consolidated financial statements are the\nresponsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial\nstatements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United\nStates) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial\nstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged\nto perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding\nof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.\n\n****\n\nOur audits included performing procedures to assess\nthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.\nOur audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n/s/ ARK Pro CPA & Co\n\nARK Pro CPA & Co\n\nWe have served as the Company's auditor since\n2025.\n\nHong Kong, China\n\nJune 18, 2026\n\nPCAOB ID: 3299\n\n****\n\nF-27\n\n** **\n\n**SL SCIENCE HOLDING LIMITED\nCONSOLIDATED BALANCE SHEET**\n\n** **\n\nDecember 31,\n2025\n\nASSETS\n\nPrepaid expenses\n11,784\n\nTotal current assets\n$11,784\n\nTotal assets\n$11,784\n\nLIABILITIES AND SHAREHOLDER’S DEFICIT\n\nDue to holding company\n$27,454\n\nTotal liabilities\n27,454\n\nCommon Shares, $1.00 par value, 50,000 shares authorized, 1 share issued and outstanding\n1\n\nAdditional paid-in capital\n—\n\nAccumulated deficit\n(15,671)\n\nTotal shareholder’s deficit\n(15,670)\n\nTotal liabilities and shareholder’s deficit\n$11,784\n\n* *\n\n*The accompanying notes are an integral part\nof these consolidated financial statements.*\n\nF-28\n\n**SL SCIENCE HOLDING LIMITED\nCONSOLIDATED STATEMENT OF OPERATIONS**\n\n** **\n\nFor the\nperiod from\nMarch 18,\n2025\n(inception)\nthrough\nDecember 31,\n2025\n\nOperating expenses\n\nGeneral and administrative expenses\n$15,671\n\nTotal operating expenses\n(15,671)\n\nIncome tax expense\n—\n\nNet loss\n$(15,671)\n\n* *\n\n*The accompanying notes are an integral part\nof these consolidated financial statements.*\n\n* *\n\n**\n\nF-29\n\n* *\n\n**SL SCIENCE HOLDING LIMITED\nCONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT**\n\nAdditional\n\nTotal\n\nCommon\nshare\npaid-in\nAccumulated\nshareholder’s\n\nShares\nAmount\ncapital\ndeficit\ndeficit\n\nBalance at March 18,\n2025 (inception)\n—\n$—\n$—\n$—\n$—\n\nIssuance of common share\n1\n1\n—\n—\n1\n\nNet\nloss\n—\n—\n—\n(15,671)\n(15,671)\n\nBalance at December\n31, 2025\n1\n$1\n$  —\n$(15,671)\n$(15,670)\n\n*The accompanying notes are an integral part\nof these consolidated financial statements.*\n\nF-30\n\n**SL SCIENCE HOLDING LIMITED\nCONSOLIDATED STATEMENT OF CASH FLOWS**\n\n** **\n\nFor the\nperiod from\nMarch 18, 2025\n(inception)\nthrough\nDecember 31,\n2025\n\nCash Flows from Operating Activities:\n\nNet loss\n$(15,671)\n\nAdjustments to reconcile net loss to net cash used in operating activities:\n\nPrepaid expenses\n(11,784)\n\nDue to holding company\n27,454\n\nNet cash used in operating activities\n(1)\n\nCash Flows from Financing Activities:\n\nSale of common share\n1\n\nNet cash provided by financing activities\n1\n\nNet change in cash\n—\n\nCash, beginning of the period\n—\n\nCash, end of the period\n$—\n\nSUPPLEMENTAL CASH FLOW INFORMATION:\n\nIncome taxes paid\n$—\n\nInterest paid\n$—\n\n* *\n\n*The accompanying notes are an integral part\nof these consolidated financial statements.*\n\nF-31\n\n**SL SCIENCE HOLDING\nLIMITED Notes CONSOLIDATED to Financial\nStatements**\n\n** **\n\n**NOTE 1 — DESCRIPTION OF ORGANIZATION\nAND BUSINESS OPERATIONS**\n\nSL Science Holding Limited (the “Company”\nor “PubCo”) was incorporated in the Cayman Islands as an exempted company limited by shares on March 18, 2025, and wholly-owned\nby SL BIO Ltd., a Cayman Islands exempted company limited by shares (“SL Bio”), with the initial authorized and issued share\ncapital of $50,000 divided into 50,000 common shares at the par value of $1.00 each. The Company has not commenced any operations since\nits formation. The Company was incorporated solely for the purpose of completing the transactions contemplated by the Business Combination\nAgreement and Plan of Reorganization, dated May 9, 2025 (as may be further amended, supplemented, or otherwise modified from time to time,\nthe “Business Combination Agreement”).\n\nThe parties to the Business Combination Agreement\ninclude (i) PubCo, (ii) Horizon Space Acquisition II Corp., a Cayman Islands exempted company limited by shares (“HSPT”),\n(iii) CW Mega Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“Merger\nSub I”), (iv) WW Century Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo\n(“Merger Sub II”), and (v) SL Bio, pursuant to which, among other things, (i) Merger Sub I will merge with\nand into HSPT, with HSPT as the surviving entity and a wholly-owned subsidiary of PubCo (the “First Merger”), and (ii) following\nthe First Merger, Merger Sub II will merge with and into SL Bio, with SL Bio as the surviving entity and a wholly-owned subsidiary\nof PubCo (the “Second Merger,” and together with the First Merger and the other transactions contemplated by the Business\nCombination Agreement, the “Business Combination”).\n\nUpon the consummation of the Business Combination,\neach of HSPT and SL Bio will become a subsidiary of PubCo, and HSPT’s shareholders and SL Bio’s shareholders will receive\ncommon shares of par value of $0.00001 each of PubCo (“PubCo Common Shares”). The closing date of each of the First Merger\nand the Second Merger is hereinafter referred to as the “First Closing Date” and the “Second Closing Date” respectively.\nThe Company expects PubCo Common Shares be listed and traded on the Nasdaq Stock Market LLC (“Nasdaq”) following the consummation\nof the Business Combination. However, the consummation of the transactions contemplated by the Business Combination Agreement is subject\nto numerous conditions, and there can be no assurances that such conditions will be satisfied.\n\n** **\n\n**NOTE 2 — GOING CONCERN**\n\nIn connection with the Company’s assessment\nof going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”)\nAccounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to\nContinue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations\nfor a reasonable period of time, which is considered to be at least one year from the date that the consolidated financial statements\nare issued.\n\nThe Company’s consolidated financial statements\nhave been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal\ncourse of operations. The Company has not commenced any operations since its formation.\n\nF-32\n\n**SL SCIENCE HOLDING LIMITED Notes CONSOLIDATED\nto Financial Statements**\n\n** **\n\n**NOTE 3 — SUMMARY OF SIGNIFICANT\nACCOUNTING POLICIES**\n\n* *\n\n*Basis of Presentation*\n\nThe consolidated financial statement of the Company\nis presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”)\nand pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for period from March 18, 2025\n(inception) through December 31, 2025 financial information. In the opinion of management, the consolidated financial statements reflect\nall adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the period presented.\nThe results of operations for the period from March 18, 2025 (inception) through December 31, 2025 are not necessarily indicative of the\nresults to be expected for any future period.\n\n*Principles of Consolidation*\n\nThe consolidated financial statements include\nthe financial statements of the Company and its wholly-owned subsidiaries, CW Mega Limited and WW Century Limited (collectively as “Merger\nSubs”). All intercompany balances and transactions have been eliminated in consolidation.\n\n* *\n\n*Use of estimates*\n\nThe preparation of the consolidated financial\nstatements in conformity with U.S. GAAP requires management of the Company to make estimates and assumptions that affect the reported\namounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements and the\nreported amounts of revenues and expenses during the reporting period. The Company’s management based on their estimates on historical\nexperience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making\njudgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ\nfrom those estimates.\n\n* *\n\n*Segment Reporting*\n\nThe Company complies with ASU 2023-07, Segment\nReporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which improves reportable segment disclosure\nrequirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements. The Company\nadopted ASU 2023-07 on March 18, 2025 (inception).\n\n* *\n\n*Recently Issued But Not Yet Adopted Accounting\nPronouncements*\n\nIn December 2023, the FASB issued ASU No. 2023-09,\n“Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). The intent of ASU 2023-09\nis to improve the disclosures around a company’s rate reconciliation information and certain types of income taxes companies are\nrequired to pay. Specifically, these new disclosure requirements will provide more transparency regarding income taxes companies pay in\nthe United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure\nrequirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning\nand operational opportunities of companies affect their effective tax rates and future cash flow prospects. ASU 2023-09 is effective for\nannual fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet\nbeen issued or made available for issuance. The amendments under ASU 2023-09 should be applied on a prospective basis, although retrospective\napplication is permitted. The Company adopted ASU 2023-09 beginning January 1, 2025. The adoption did not have material impact on the\nCompany’s consolidated financial statement.\n\nF-33\n\n**SL SCIENCE HOLDING LIMITED\nNotes CONSOLIDATED\nto Financial Statements**\n\n** **\n\n**NOTE 3 — SUMMARY OF SIGNIFICANT\nACCOUNTING POLICIES** (cont.)\n\n** **\n\nIn November 2024, the FASB issued ASU 2024-03,\nDisaggregation of Income Statement Expenses (“DISE”), which requires additional disclosure of the nature of expenses included\nin the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The\nnew standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income\nstatement as well as disclosures about selling expenses. The guidance will be effective for annual reporting periods beginning after December\n15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option\nfor retrospective application. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance\nwill have on the Company’s consolidated financial statement presentation and disclosures.\n\nIn May 2025, The FASB issued ASU No. 2025-05,\n“Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”\n(“ASU 2025-05”). The intent of ASU 2025-05 is to improve the practical expedient for estimating expected credit losses on\nshort-term receivables and contract assets by allowing an entity to assume that current conditions at the balance sheet date will remain\nconstant over the asset’s remaining contractual life. ASU2025-05 is effective for annual fiscal years beginning after December 15, 2025\nwith early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. . The amendments\nunder ASU 2025-05 should be applied on a prospective basis, although retrospective application is permitted. The Company is currently\nevaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statement presentation\nand disclosures.\n\nExcept as mentioned above, the Company does not\nbelieve other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s\nconsolidated balance sheets, consolidated statements of operations and consolidated comprehensive income (loss) and consolidated statements\nof cash flows.\n\n** **\n\n**NOTE 4 — RELATED PARTY TRANSACTIONS**\n\nThe Company was originally incorporated in the\nCayman Islands through the issuance of one common share to Ogier Global Subscriber (Cayman) Limited (“Ogier”) for the par\nvalue of $1.00 on March 18, 2025. On March 20, 2025, Ogier transferred the one common share held to SL Bio.\n\nOn March 18, 2025, Merger Sub I and Merger Sub\nII were incorporated through the issuance of one common share each to Ogier for the par value of $1.00 each. On March 20, 2025, Merger\nSub I and Merger Sub II became wholly-owned subsidiaries of the Company when the one common share each held by Ogier was transferred to\nthe Company for a total investment of $1.00 each.\n\nAs of December 31, 2025, the amount due to holding\ncompany was consisted of the following:\n\nName\nAmount\nRelationship\nNote\n\nSL Bio\n$27,454\nHolding company\nOther payables, interest free and payment on demand.\n\n** **\n\n****\n\nF-34\n\n** **\n\n**SL SCIENCE HOLDING LIMITED\nNotes CONSOLIDATED\nto Financial Statements**\n\n** **\n\n**NOTE 5 — SEGMENT REPORTING**\n\nThe Company is formed for the purpose of effecting\na Business Combination. As of December 31, 2025, the Company had not commenced any operations. The Company will not generate any operating\nrevenue until after the completion of its initial Business Combination, at the earliest.\n\nThe Company’s chief operating decision maker\n(“CODM”) has been identified as the Chief Executive Officer, who reviews the consolidated operating results for the Company\nas a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that\nthe Company only has one operating segment. The CODM does not review assets in evaluating the results of the Company, and therefore, such\ninformation is not presented.\n\nWhen evaluating the Company’s primary measure\nof performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following:\n\nFor the\nperiod from\nMarch 18,\n2025\n(inception)\nthrough\nDecember 31,\n2025\n\nGeneral and administrative expenses\n$15,671\n\nTotal operating expenses\n(15,671)\n\nIncome tax expense\n—\n\nNet loss\n$(15,671)\n\nOperating costs are reviewed and monitored by\nthe CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination\nperiod. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements, if any, to ensure costs are\naligned with all agreements and budget.\n\nF-35\n\n**SL SCIENCE HOLDING LIMITED\nNotes CONSOLIDATED to Financial Statements**\n\n**NOTE 6 — SHARE CAPITAL**\n\nThe Company is authorized to issue $50,000 common\nshares with a par value of $1.00 per share. Prior to the closing of the Business Combination, PubCo intends to amend and restate its\nmemorandum and articles of association (the “PubCo A&R MAA”) which will constitute the PubCo A&R MAA. Under\nthe PubCo A&R MAA, PubCo will change to its authorized share capital to US$50,000 divided into 5,000,000,000 shares of US$0.00001\npar value each of a single class. Holders of common shares are entitled to one vote per share owned on each matter properly submitted\nto the shareholders on which the holders of the common shares are entitled to vote. The holders of common shares shall be entitled to\nreceive dividends and other distributions (payable in cash, property or capital stock of the Company) when, as and if declared thereon\nby our board of directors from time to time out of any assets for funds of the Company legally available therefor and shall share equally\non a per share basis in such dividends and distributions. As of December 31, 2025, there were one common share issued and outstanding.\n\n**NOTE 7 — SUBSEQUENT EVENTS**\n\nThe Company evaluated subsequent events through\nJune 18, 2026, the date of the issuance of the consolidated financial statements. Based upon this review, other than disclosed below,\nthe Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.\n\nIn connection with the Business Combination, on March 24,\n2026, PubCo entered into subscription agreements with certain investors for PIPE Financing of 780,000 units at $10.00 per unit for aggregate\ngross proceeds of $7,800,000. Each unit consists of one PubCo ordinary share and one preferred share, with each preferred share convertible\ninto one-third of one PubCo ordinary share six months following the closing of Business Combination. Upon the closing of Business Combination\non June 12, 2026, PubCo issued 780,000 PubCo ordinary shares of par value $0.00001 each and 780,000 PubCo Series A preferred shares to\nPIPE investors.\n\nOn June 12, 2026, Merger Sub I merged with and into HSPT,\nwith HSPT continuing as the surviving company and becoming a wholly owned subsidiary of PubCo. Each issued and outstanding ordinary share\nof HSPT (other than redeeming and dissenting shares) was automatically cancelled and converted into the right to receive one PubCo ordinary\nshare. In connection with the First Merger, 3,502,404 HSPT ordinary shares were redeemed and cancelled, while the remaining non-redeeming\nshares were converted into PubCo ordinary shares.\n\nOn the same day, Merger Sub II merged with and into SL Bio,\nwith SL Bio continuing as the surviving company and becoming a wholly owned subsidiary of PubCo. Each issued and outstanding ordinary\nshare of SL Bio was automatically cancelled and converted into the right to receive newly issued PubCo ordinary shares based on the exchange\nratio set forth in the Business Combination Agreement. In aggregate, 556,800,000 PubCo ordinary shares were issued to SL Bio shareholders.\nUpon completion of the Second Merger, the authorized share capital of SL Bio was reclassified to $500,000 divided into 500,000,000 shares\nof par value of $0.001 each.\n\nFollowing the effective time of the\nFirst Merger and Second Merger, Pubco has authorized shares of 4,950,000,000, ordinary shares of par value $0.00001 each and 50,000,000\npreferred shares of par value $0.00001 each. The issued and outstanding shares of the PubCo comprised 560,759,757 ordinary shares of par\nvalue $0.00001 each and 780,000 preferred shares of par value $0.00001 each. SL Bio’s issued share capital and additional paid in\ncapital became $1 and $0 respectively. As a result of Business Combination, SL Bio and HSPT each became wholly owned subsidiaries of Pubco\nfollowing the merger (which closed on June 12, 2026, with trading commencing on Nasdaq under “SLBT” on June 15, 2026).\n\nF-36\n\n**HORIZON SPACE ACQUISITION II CORP.**\n\n**CONDENSED BALANCE SHEETS**\n\n**(Currency expressed in United States Dollars\n(“US$”), except for number of shares)**\n\nMarch 31,\n\n2026\nDecember 31,\n\n2025\n\n(Unaudited)\n(Audited)\n\nAssets\n\nCurrent Assets\n\nCash\n$9,586\n$7,917\n\nPrepaid expense\n72,395\n21,614\n\nTotal Current Assets\n81,981\n29,531\n\nInvestment held in Trust Account\n39,390,860\n72,924,060\n\nTotal Assets\n$39,472,841\n$72,953,591\n\nLiabilities, Ordinary Shares Subject to Possible Redemptions and Shareholders’ Deficit\n\nCurrent Liabilities\n\nPromissory note, related party\n$990,000\n$990,000\n\nAmount due to related party\n571,134\n354,484\n\nPromissory note, third party\n100,000\n-\n\nOrdinary shares subject to redemption\n37,482,848\n-\n\nOther payable and accrued expenses\n205,401\n4,696\n\nTotal Current Liabilities\n39,349,383\n1,349,180\n\nTotal Liabilities\n39,349,383\n1,349,180\n\nCommitments and Contingencies (Note 7)\n\nOrdinary shares, $0.0001 par value, 490,000,000 shares authorized, 178,285 and 6,900,000 shares subject to possible redemption at $10.70 and $10.57 per share as of March 31,2026 and December 31,2025, respectively.\n1,908,012\n72,924,060\n\nShareholder’s Deficit:\n\nPreferred share, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding\n-\n-\n\nOrdinary shares, $0.0001 par value, 490,000,000 shares authorized, 2,180,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025 (excluding 3,502,404 shares subject to redemption and 178,285 shares subject to possible redemption as of March 31, 2026, and 6,900,000 shares subject to possible redemption as of December 31, 2025), respectively\n218\n218\n\nAdditional paid-in capital\n-\n-\n\nAccumulated deficit\n(1,784,772)\n(1,319,867)\n\nTotal Shareholder’s Deficit\n(1,784,554)\n(1,319,649)\n\nTotal Liabilities Ordinary Shares Subject to Possible Redemptions and Shareholder’s Deficit\n$39,472,841\n$72,953,591\n\nThe accompanying notes are an integral part of these unaudited condensed\nfinancial statements.\n\nF-37\n\n**HORIZON SPACE ACQUISITION II CORP.**\n\n**UNAUDITED CONDENSED STATEMENTS OF OPERATIONS**\n\n**(Currency expressed in United States Dollars\n(“US$”), except for number of shares)**\n\nFor the Three\nMonths\nEnded\nMarch 31,\n2026\nFor the Three\nMonths\nEnded\nMarch 31,\n2025\n\nFormation and operating costs\n$364,905\n$253,479\n\nLoss from operations\n(364,905)\n(253,479)\n\nOther income\n\nInterest and dividend income on investments held in Trust\n588,076\n726,071\n\nInterest expense\n(252,293)\n-\n\nNet (loss) income\n(29,122)\n472,592\n\nWeighted average shares outstanding of redeemable ordinary shares\n1,752,170\n6,900,000\n\nBasic and diluted net income per share, ordinary shares\n$0.07\n$0.08\n\nWeighted average shares outstanding of non-redeemable ordinary shares\n2,180,000\n2,180,000\n\nBasic and diluted net loss per share, non-redeemable ordinary shares\n$(0.06)\n$(0.03)\n\nThe accompanying notes are an integral part of\nthese unaudited condensed financial statements.\n\nF-38\n\n**HORIZON SPACE ACQUISITION II CORP.**\n\n**UNAUDITED CONDENSED STATEMENTS OF SHAREHOLDERS’\n(DEFICIT) EQUITY**\n\n**(Currency expressed in United States Dollars\n(“US$”), except for number of shares)**\n\nAdditional\n\nTotal\n\nPreferred Shares\nOrdinary Shares\nPaid-in\nAccumulated\nShareholder’**s**\n\nShares\nAmount\nShares\nAmount\nCapital\nDeficit\nDeficit\n\nBalance as of December 31,2025 (Audited)\n  -\n$    -\n2,180,000\n$218\n$     -\n$(1,319,867)\n$(1,319,649)\n\nAccretion of carrying value to redemption value\n-\n-\n-\n-\n-\n(435,783)\n(435,783)\n\nNet income\n-\n-\n-\n-\n-\n(29,122)\n(29,122)\n\nBalance as of March 31, 2026 (Unaudited)\n-\n$-\n2,180,000\n$218\n$-\n$(1,784,772)\n$(1,784,554)\n\nAdditional\n\nTotal\n\nPreferred Shares\nOrdinary Shares\nPaid-in\nRetained\nShareholder’s\n\nShares\nAmount\nShares\nAmount\nCapital\nEarning\nEquity\n\nBalance as of December 31, 2024 (Audited)\n   -\n$ -\n2,180,000\n$218\n$312,035\n$138,622\n$450,875\n\nAccretion of carrying value to redemption value\n-\n-\n-\n-\n(312,035)\n(414,036)\n(726,071)\n\nNet income\n-\n-\n-\n-\n-\n472,592\n472,592\n\nBalance as of March 31, 2025 (Unaudited)\n-\n$-\n2,180,000\n$218\n$-\n$197,178\n$197,396\n\nThe accompanying notes are an integral part of\nthese unaudited condensed financial statements.\n\nF-39\n\n**HORIZON SPACE ACQUISITION II CORP.**\n\n**UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS**\n\n**(Currency expressed in United States Dollars\n(“US$”), except for number of shares)**\n\nFor the Three\n\nMonths\n\nEnded\n\nMarch 31,\n\n2026\nFor the Three\n\nMonths\n\nEnded\n\nMarch 31,\n\n2025\n\nCash Flows from Operating Activities:\n\nNet (loss) income\n$(29,122)\n$472,592\n\nAdjustments to reconcile net income to net cash provided by operating activities:\n\nDividend and interest income on Trust Account\n(588,076)\n(726,071)\n\nInterest expense\n252,293\n-\n\nChanges in operating assets and liabilities:\n\nPrepaid expense\n(50,781)\n(50,781)\n\nAccrued expense\n200,705\n22,316\n\nNet Cash Used in Operating Activities\n(214,981)\n(281,944)\n\nCash flows from investing activities:\n\nProceeds from sale of investments in the Trust Account\n34,221,276\n-\n\nExtension fee deposited into Trust Account\n(100,000)\n-\n\nNet Cash Provided by Investing Activities\n34,121,276\n-\n\nCash Flows from Financing Activities:\n\nOrdinary shares redemption\n(34,221,276)\n-\n\nProceed from promissory note, third party\n100,000\n-\n\nProceeds from related party\n216,650\n-\n\nNet Cash Used in Financing Activities\n(33,904,626)\n-\n\nNet Change in Cash\n1,669\n(281,944)\n\nCash at beginning of the period\n7,917\n646,720\n\nCash, end of the period\n$9,586\n$364,776\n\nSupplemental Disclosure of Cash Flow Information:\n\nSubsequent accretion of carrying value for public shares to redemption value\n$435,783\n$726,071\n\nOrdinary share subject to redemption\n$37,230,555\n$-\n\nThe accompanying notes are an integral part of\nthese unaudited condensed financial statements.\n\nF-40\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\n**Note 1 — Organization, Business Operation\nand Going Concern Consideration**\n\nHorizon Space Acquisition II Corp. (the “Company”)\nis a blank check company incorporated in the Cayman Islands on March 21, 2023 (“Inception”). The Company was formed for the\npurpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with\none or more businesses (the “Business Combination”). The Company has selected December 31 as its fiscal year end.\n\nAs of March 31, 2026, the Company had not commenced\nany operations. For the period from March 21, 2023 (inception) through March 31, 2026, the Company’s efforts have been limited to\norganizational activities as well as activities related to the initial public offering, identifying a target company for a Business Combination\nand completing the SL Bio Business Combination (as defined below). The Company will not generate any operating revenues until after the\ncompletion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend and/or interest\nincome from the proceeds derived from the IPO (as defined below) and private placement (“Private Placement,” see Note 4).\n\nThe Company’s founder and sponsor is Horizon\nSpace Acquisition II Sponsor Corp., a Cayman Islands company (the “Sponsor”). The Company’s ability to commence operations\nis contingent upon obtaining adequate financial resources through IPO and the Private Placement.\n\nOn November 18, 2024, the Company consummated\nits initial public offering (the “IPO”) of 6,000,000 units (“Units”). Each unit consists of one ordinary share,\nand one right to receive one-tenth (1/10) of one ordinary share. Each ten rights entitle the holder thereof to receive one ordinary share\nupon the consummation of the Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross\nproceeds of $60,000,000. On November 19, 2024, the underwriter notified the Company of its exercise of the over-allotment option in full\nto purchase additional 900,000 Units of the Company (the “Over-Allotment Option”). As a result, on November 21, 2024, 900,000\nUnits were sold to the underwriter at an offering price of $10.00 per Option Unit (the “Option Units” and together with the\nUnits, collectively, the “Public Units”), generating gross proceeds of $9,000,000. (refer to Note 3).\n\nSimultaneously with the consummation of the IPO\nand the sale of the Units, the Company consummated the private placement (“Private Placement”) of 200,000 units (the “Initial\nPrivate Units”) to the Sponsor, at a price of $10.00 per Initial Private Unit, generating total proceeds of $2,000,000, which is\ndescribed in Note 4. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of\nadditional 13,500 units (the “Additional Private Units” and together with the Initial Private Units, collectively, the “Private\nUnits”) to the Sponsor at a purchase price of $10.00 per Additional Private Unit, generating gross proceeds of $135,000.\n\nTransaction costs amounted to aggregated total\nof $1,844,819, consisting of $1,035,000 of underwriting commissions which was paid in cash at the closing date of the IPO, and upon the\nexercise of the overallotment option, $341,602 of the Representative Shares (discussed in the below), and $468,217 of other offering costs.\nAt the IPO date, cash of $939,635 was held outside of the Trust Account (as defined below) and is available for the payment of accrued\noffering costs and for working capital purposes.\n\nIn conjunction with the IPO, the Company issued\nto the underwriter 210,000 ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative\nShares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock\nCompensation” (“ASC 718”) is included in the offering costs. The fair value of the Representative Shares was estimated\nby using Black Scholes model as of the IPO date totaled $297,045. In connection with the exercise of the underwriter’s over-allotment\noption, the Company issued additional 31,500 Representative Shares to the underwriter with fair value of $44,557.\n\nThe Company’s initial Business\nCombination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the\nassets held in the Trust Account (excluding interest income earned on the Trust Account that is released to the Company to pay\ntaxes) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete such\nBusiness Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target\nor otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company\nunder the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the\nCompany will be able to complete a Business Combination successfully.\n\nF-41\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\nUpon the closing of the IPO, management has agreed\nthat the net proceeds of the IPO and the sale of the Private Units, $10.00 per unit will be placed into a U.S.-based Trust Account (“Trust\nAccount”) maintained by Wilmington Trust, N.A., acting as trustee, and will be invested only in U.S. government treasury bills with\na maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which\ninvest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account\nthat may be released to pay the Company’s tax obligations and liquidation expenses up to $50,000, the proceeds from the IPO and\nthe sale of the Private Units that are deposited in the Trust Account will not be released from the Trust Account until the earliest to\noccur of:(a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection\nwith a shareholder vote to amend the Company’s memorandum and articles of association (i) to modify the substance or timing of the\nCompany’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Company’s public\nshares if the Company does not complete the Business Combination by June 18, 2026 (or up to February 18, 2027 if the Company extends the\nperiod of time to consummate the Business Combination by the full amount of time) as amended on February 13, 2026 pursuant to the extraordinary\ngeneral meeting (the “Extension EGM”) or (ii) with respect to any other provision relating to shareholders’ rights or\npre-initial Business Combination activity and (c) the redemption of the public shares if the Company is unable to complete the Business\nCombination by June 18, 2026 (or up to February 18, 2027 if the Company extends the period of time to consummate a Business Combination\nby the full amount of time) as amended on February 13, 2026 pursuant to the Extension EGM (the “Combination Period”), subject\nto applicable law. Although the Company will seek to have all vendors, including lenders for money borrowed, prospective target businesses\nor other entities the Company engages execute agreements with us waiving any right, title, interest or claim of any kind in or to any\nmonies held in the Trust Account for the benefit of the Company’s public shareholders, the proceeds deposited in the Trust Account\ncould become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.\n\nThe Company will provide its public shareholders\nwith the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in connection\nwith a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.\n\nThe ordinary shares subject to redemption\naccredited to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial\nAccounting Standard Board’s (FASB) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing\nLiabilities from Equity.” In such case, the Company has determined that the Company will proceed with a Business Combination\nif the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company\nseeks shareholder approval, a majority of the issued and outstanding shares votes are voted in favor of the Business Combination. If\nthe Company cannot complete a Business Combination by June 18, 2026 (or up to February 18, 2027 if the Company extends the period of\ntime to consummate a Business Combination by the full amount of time) as amended on February 13, 2026 pursuant to the Extension EGM,\nunless the Company extends such period pursuant to its amended and restated memorandum and articles of association, the Company\nwill: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten\nbusiness days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on\ndeposit in the Trust Account, including interest (which interest shall be net of income taxes payable, and less up to $50,000 of\ninterest to pay liquidation expenses) divided by the number of then outstanding public shares, which redemption will completely\nextinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if\nany), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of\nthe Company’s remaining shareholders and Board of Directors, liquidate and dissolve, subject in each case to the\nCompany’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable\nlaw. There will be no redemption rights or liquidating distributions with respect to public rights or private rights. The\nrights will expire worthless if the Company fails to complete a Business Combination by June 18, 2026 (or up to February 18, 2027 if\nthe Company extends the period of time to consummate a Business Combination by the full amount of time) as amended on February 13,\n2026 pursuant to the Extension EGM.\n\n**Extension Deposit and Notes**\n\nPursuant to the terms of the Company’s memorandum\nand articles of association, in order to extend the time available for the Company to consummate its initial Business Combination, the\nSponsor or designees, must deposit into the Trust Account for each three months extension, $690,000 as the underwriter’s over-allotment\noption had been exercised in full ($0.10 per share in either case), up to an aggregate of $1,380,000, on or prior to the date of the applicable\ndeadline. In November 2025, $690,000 was deposited into the Trust Account for the Company’s public shareholders, which extended\nthe deadline to consummate a Business Combination to February 18, 2026.\n\nF-42\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\nPursuant to the amendment to the amended and restated\nmemorandum and articles of association approved in the extraordinary general meeting held on February 13, 2026 (the “Charter Amendment”)\nof the Company, the Company has until February 18, 2026 to complete its initial business combination. However, the Company may extend\nthe period of time to consummate a business combination up to twelve times, each by an additional one-month extension, up to February\n18, 2027, subject to the Sponsor and/or its designee, depositing the lesser of (i) $50,000 for all remaining public shares and (ii) $0.033\nfor each remaining public share (the “Extension Fee”) into the Trust Account.\n\nFor the three months ended March 31, 2026, an aggregate total of $100,000\nwas deposited into the Trust Account by William Wang, the Chief Executive Officer of SL BIO, on behalf of the Company’s public shareholders,\nto extend the deadline for the Company to consummate its initial Business Combination to April 18, 2026. In connection with such extensions,\nthe Company issued two unsecured promissory notes (see Note 5) to William Wang, each with a principal amount of $50,000, on February 18,\n2026 and March 17, 2026, respectively.\n\nOn April 18, 2026 and May 14, 2026, an aggregate total of $100,000,\nconsisting of two installments of $50,000 each, was deposited into the Trust Account on behalf of the Company’s public shareholders\nto further extend the deadline for the Company to consummate its initial Business Combination to June 18, 2026. Of the aggregate amount\ndeposited, $50,000 was funded by the Sponsor and $50,000 was funded by William Wang. In connection with such extensions, the\nCompany issued unsecured promissory notes with a principal amount of $50,000 each on April 18, 2026 and May 18, 2026 to the Sponsor and\nWilliam Wang, respectively.\n\n**Business Combination**\n\nOn May 9, 2025, the Company entered into a business\ncombination agreement (the “Business Combination Agreement”) with SL Science Holding Limited, a Cayman Islands exempted company\n(“PubCo”), CW Mega Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub I”),\nWW Century Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub II”), and SL Bio\nLtd., a Cayman Islands exempted company limited by shares (“SL Bio”), pursuant to which, among other things, (i) Merger\nSub I will merge with and into the Company, with the Company as the surviving entity and a wholly-owned subsidiary of PubCo (the “First\nMerger”), and (ii) following the First Merger, Merger Sub II will merge with and into SL Bio, with SL Bio as the surviving\nentity and a wholly-owned subsidiary of PubCo (the “Second Merger,” and together with the First Merger and the other transactions\ncontemplated by the Business Combination Agreement, the “SL Bio Business Combination”). In connection with the SL Bio Business\nCombination, PubCo filed with the SEC a registration statement on Form F-4 (File No. 333-292214), which was declared effective on January\n13, 2026 (as amended and supplemented, the “Form F-4”), and the Company filed a definitive proxy statement (as amended and\nsupplemented, the “Proxy Statement”) for the solicitation of proxies in connection with an extraordinary general meeting of\nthe Company’s shareholders on January 13, 2026.\n\nOn May 9, 2025, the Company entered into a Business\nCombination Agreement with SL Science Holding Limited (“PubCo”), its wholly owned subsidiaries, and SL BIO Ltd., pursuant\nto which a series of mergers will be effected resulting in the Company and SL BIO becoming wholly owned subsidiaries of PubCo, and\nthe Company’s shareholders receiving PubCo ordinary shares. In connection with the Business Combination, on March 24, 2026, PubCo\nentered into subscription agreements with certain investors for a private placement (the “PIPE Financing”) of 780,000 units\nat $10.00 per unit for aggregate gross proceeds of $7,800,000. Each unit consists of one PubCo ordinary share and one preferred share,\nwith each preferred share convertible into one-third of one PubCo ordinary share six months following the closing of the Business Combination.\n\n**Going Concern Consideration**\n\nAs of March 31, 2026, the Company had cash of\n$9,586 and working capital deficit of $1,784,554, excluding $37,482,848 payables due to redeeming shareholders to be paid out from\nthe Trust Account. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded\ncompany and to incur significant transaction costs in pursuit of the consummation of a Business Combination.\n\nThe Company expects to continue to incur significant\nprofessional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of\na Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it\nbecomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case, subject\nto compliance with applicable securities laws, the Company may issue additional securities or incur debt prior to or in connection with\nsuch Business Combination.\n\nIn connection with the Company’s assessment\nof going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, management\nhas determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s\nplan in addressing this uncertainty is through the Working Capital Loans, as defined below (see Note 6). Accordingly, the Company may\nnot be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional\nmeasures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit\nof a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available\nto it on commercially acceptable terms, if at all.\n\nF-43\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\nThe Company has incurred and expects to continue\nto incur significant costs in pursuit of its financing and acquisition plans. The Company currently has no commitments in place to receive\nsuch financing and there is no assurance that the Company’s plans to raise capital will be successful. In addition, if the Company\nis unable to complete a Business Combination by June 18, 2026 (or up to February 18, 2027 if fully extended), unless further extended,\nthe Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.\nThere is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period.\nAs a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to\ncontinue as a going concern for a period within one year after the date that the accompanying unaudited condensed financial statements\nare issued. The unaudited condensed financial statements of the Company do not include any adjustments that might result from the\noutcome of this uncertainty.\n\n**Risks and Uncertainties**\n\nAs a result of the ongoing Russia/Ukraine, Hamas/Israel\nconflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of\na target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition,\nthe Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be\nimpacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing\nbeing unavailable on terms acceptable to the Company or at all. The impact of this action and potential future sanctions on the world\neconomy and the specific impact on the Company’s financial position, results of operations or ability to consummate a Business Combination\nare not yet determinable. The unaudited condensed financial statements of the Company do not include any adjustments that might result\nfrom the outcome of this uncertainty.** **\n\n**Note 2 — Significant accounting policies**\n\n**Basis of Presentation**\n\nThe accompanying unaudited condensed financial\nstatements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)\nand pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management,\nall adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results\nare not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in\nthis Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year\nended December 31, 2025, filed with the SEC on April 8, 2026. The accompanying balance sheet as of December 31, 2025 has been derived\nfrom the Company’s audited financial statements included in Form 10-K.\n\n**Segment Reporting**\n\nASC Topic 280, “Segment Reporting,” establishes standards\nfor companies to report in their financial statement information about operating segments, products, services, geographic areas, and major\ncustomers. Operating segments are defined as components of an enterprise for which separate financial information is available that is\nregularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess\nperformance.\n\nThe Company’s chief operating decision\nmaker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as\na whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined\nthat the Company only has one operating segment. When evaluating the Company’s performance and making key decisions regarding\nresource allocation, the CODM reviews several key metrics, formation and operational costs and interest earned on cash and\ninvestments held in Trust Account which are included in the accompanying consolidated statements of operations.\n\nThe key measures of segment profit or loss reviewed by our CODM are\ninterest earned on investment in Trust Account and formation and operating expenses. The CODM reviews interest earned on investment in\nTrust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account\nfunds while maintaining compliance with the trust agreement. Within formation and operating costs, the CODM specifically reviews professional\nservice fees in connection with the business combination, which are a significant segment expense, and include legal fees, and advisory\nfees, as these represent significant costs affecting the Company’s consummation of the Business Combination. Other formation and\noperating costs, including accounting expenses, printing expenses, and regulatory filing fees, are reviewed in aggregate to ensure alignment\nwith budget and contractual obligations. These expenses are monitored to manage and forecast cash available to complete a business combination\nwithin the required period.\n\n** **\n\n**Emerging Growth Company Status**\n\nThe Company is an “emerging growth company,”\nas defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart\nThe Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from\nvarious reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not\nlimited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure\nobligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding\na nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.\n\nF-44\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\nFurther, Section 102(b)(1) of the JOBS Act exempts\nemerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that\nis, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered\nunder the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company\ncan elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but\nany such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means\nthat when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging\ngrowth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison\nof the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth\ncompany which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting\nstandards used.\n\n**Use of Estimates**\n\nThe preparation of the unaudited condensed financial\nstatements of the Company in conformity with GAAP requires management to make estimates and assumptions that affect the reported\namounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial\nstatements and the reported amounts of expenses during the reporting period.\n\nMaking estimates requires management to exercise\nsignificant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances\nthat existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could\nchange in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those\nestimates.\n\n**Cash and Cash Equivalents**\n\nThe Company considers all short-term investments\nwith an original maturity of three months or less when purchased to be cash equivalents. The Company had $9,586 and $7,917 in cash as\nof March 31, 2026 and December 31, 2025, respectively, and did not have any cash equivalents as of March 31, 2026 and December 31, 2025.\n\n**Investment Held in Trust Account**\n\nThe Company’s portfolio of investments held\nin the Trust Account is comprised of an investment in money market fund that invest in U.S government treasury obligations and generally\nhave a readily determinable fair value. Gains and losses resulting from the change in fair value of these securities are included in income\non Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined\nusing available market information.\n\nIn connection with the extraordinary general meeting\n(the “Business Combination EGM”) in connection with the SL Bio Business Combination on February 13, 2026, an aggregate of 3,219,311 ordinary\nshares of the Company were redeemed for $34,221,276 on March 17, 2026.\n\nAs of March 31, 2026 and December 31, 2025,\nthe Trust Account had balance of $39,390,860 and $72,924,060, respectively. During the three months ended March 31, 2026, 3,219,311\nordinary shares of the Company were redeemed by public shareholders. In connection with the redemptions, an aggregate of $34,221,276\nwas withdrawn from the Trust Account and paid to the public shareholders. Earnings on these trading securities are included in\ninterest earned on investments held in the Trust Account in the accompanying statements of operations. Income earned on these\ninvestments were fully reinvested into the Trust and therefore considered as an adjustment to reconcile net income (loss) to net\ncash used in operating activities in the condensed statements of cash flows. For the three months ended March 31, 2026 and 2025,\nthere were $588,076 and 726,071 of interest and dividend income recognized, respectively.\n\n**Net Income (Loss) Per Ordinary Share**\n\nThe Company complies with accounting and disclosure\nrequirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares\nand non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable\nshares and the undistributed income (loss) is calculated using the total net loss less interest income and unrealized gain or loss on\ninvestments in trust account less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the\nweighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to\nredemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders.\n\nFor the three months ended March 31, 2026 and\nDecember 31, 2025, the Company had 3,502,404 and nil mandatorily redeemable ordinary shares outstanding, respectively, which will be redeemed\nupon and following the consummation of the Business Combination. The mandatorily redeemable ordinary shares contain a right to dividends\nand hence are considered as participating securities. The two-class method was applied to compute basic net income (loss) attributable\nto the redeemable shares.\n\nAs of March 31, 2026 and December 31, 2025, the\nCompany did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares\nand then shared in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic loss per share for the\nperiod presented.\n\nF-45\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\nThe net income (loss) per share presented in the statement of operations\nis based on the following:\n\nFor the\n\nthree months\n\nended\n\nMarch 31,\n\n2026\nFor the\n\nthree months\n\nended\n\nMarch 31,\n\n2025\n\nNet (loss) income\n$(29,122)\n$472,592\n\nAccretion of carrying value to redemption value\n(435,783)\n(726,071)\n\nNet loss including accretion of carrying value of redemption value\n$(464,905)\n$(253,479)\n\nFor the Three Months Ended\n\nMarch 31, 2026\n\nNon-\n\nRedeemable\nRedeemable\n\nCommon\nCommon\n\nStock\nStock\n\nBasic and diluted net income (loss) per share:\n\nNumerators:\n\nAllocation of net loss including carrying value to redemption value\n$(328,583)\n$(136,222)\n\nNet loss attributable to ordinary shares subject to redemption\n12,675\n\nAccretion of carrying value to redemption value\n435,783\n-\n\nAllocation of net income (loss)\n$119,875\n$(136,222)\n\nDenominators:\n\nWeighted-average shares outstanding\n1,752,170\n2,180,000\n\nBasic and diluted net income (loss) per share\n$0.07\n$(0.06)\n\nFor the Three Months Ended\n\nMarch 31, 2025\n\nNon-\n\nRedeemable\nRedeemable\n\nCommon\nCommon\n\nStock\nStock\n\nBasic and diluted net income (loss) per share:\n\nNumerators:\n\nAllocation of net loss including carrying value to redemption value\n$(192,622)\n$(60,857)\n\nAccretion of carrying value to redemption value\n726,071\n-\n\nAllocation of net income (loss)\n$533,449\n$(60,857)\n\nDenominators:\n\nWeighted-average shares outstanding\n6,900,000\n2,180,000\n\nBasic and diluted net income (loss) per share\n$0.08\n$(0.03)\n\nF-46\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\n**Ordinary shares Subject to Redemption**\n\nThe Company accounts for ordinary shares subject\nto redemption in accordance with ASC Topic 480 “Distinguishing Liabilities from Equity.” Upon the occurrence of the redemption\nevent, or when the redemption became unconditional and no longer contingent, the ordinary shares subject to redemption were reclassified\nfrom temporary equity to liabilities in accordance with ASC 480-10-25-7. Upon reclassification, the liability was initially measured at\nfair value in accordance with ASC 480-10-30-2, with no gain or loss recognized upon reclassification.\n\nSubsequent to reclassification, the liability\nis measured in accordance with ASC 480-10-35. If the instrument requires the repurchase of a fixed number of the Company’s ordinary\nshares and both the settlement amount and settlement date are fixed, the liability is subsequently measured at the present value of the\namount to be paid at settlement using the effective interest method. If either the settlement amount or settlement date varies based on\nspecified conditions, the liability is subsequently measured at the amount of cash that would be payable if settlement occurred as of\nthe reporting date, with changes in measurement recognized as interest cost.\n\nIn connection with the Business Combination EGM\nheld on February 12, 2026, 3,502,404 ordinary shares of the Company were submitted for redemption, which will be redeemed upon and following\nthe consummation of the Business Combination. Because the redeeming shareholders had submitted valid redemption notices and the approval\nof the Business Combination occurred on February 12, 2026, the redemption became unconditional on February 12, 2026. Accordingly, the\nCompany reclassified 3,502,404 ordinary shares previously classified as ordinary shares subject to possible redemption from temporary\nequity to liabilities, which were initially measured at fair value upon reclassification, amounting to $37,230,555 ($10.63 per share).\nSince the settlement dates are varies depending on the consummation of the Business Combination, the liability is subsequently measured\nat the amount of cash that would be paid if settlement occurred at the reporting date, with changes in the measurement recognized as interest\ncost. Accordingly, the Company recognized interest expense of $252,293, and the ordinary shares subject to redemption liability were remeasured\nto $37,482,848 as of March 31, 2026.\n\n**Ordinary shares Subject to Possible Redemption**\n\nThe Company accounts for its ordinary shares subject\nto possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary\nshares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally\nredeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder\nor subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary\nequity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s public shares feature certain\nredemption rights that are outside of the Company’s control and subject to occurrence of uncertain future events.\n\nIn connection with the Business Combination EGM on February 12, 2026,\n3,502,404 ordinary shares of the Company were submitted for redemption, which will be redeemed upon and following the consummation of\nthe Business Combination. Upon the approval of the Business Combination EGM on February 12, 2026, the redemption became unconditional,\nand the related ordinary shares were reclassified from temporary equity to liabilities in accordance with ASC 480.\n\nIn connection with the Business Combination EGM on February 13, 2026,\nan aggregate of 3,219,311 ordinary shares of the Company were redeemed to $34,221,276 on March 17, 2026.\n\nAccordingly, as of March 31, 2026 and\nDecember 31, 2025, 178,285 and 6,900,000 ordinary shares subject to possible redemption are presented at the redemption value as\ntemporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes\nchanges in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the\nredemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are\naffected by charges against additional paid in capital and accumulated deficit.\n\n**Share Rights**\n\nThe Company accounts for the Public Rights and\nprivate placement rights issued in connection with the IPO and the Private Placement in accordance with the guidance contained in FASB\nASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment\nat their assigned values.\n\n**Share-Based Compensation**\n\nThe Company accounts for the share-based compensation\nissued to the underwriter under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation”\n(“ASC 718”) is included in the offering costs.\n\n**Concentration of Credit Risk**\n\nFinancial instruments that potentially subject\nthe Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal\nDepository Insurance Coverage of $250,000. As of March 31, 2026 and December 31, 2025, the Company has not experienced losses on these\naccounts and management believes the Company is not exposed to significant risks on such accounts.\n\nF-47\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\n**Fair Value of Financial Instruments Measurements**\n\nThe fair value of the Company’s assets and liabilities, which\nqualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented\nin the accompanying balance sheet, primarily due to their short-term nature.\n\nThe Company applies ASC 820, which establishes\na framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an\nexit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or\nmost advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established\nin ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring\nfair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed\nbased on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions\nbased on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or\nliability and are to be developed based on the best information available in the circumstances. The fair value hierarchy is categorized\ninto three levels based on the inputs as follows:\n\n●\nLevel 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.\n\n●\nLevel 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.\n\n●\nLevel 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.\n\nAs of March 31, 2026 and December 31, 2025, the\nassets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified\nas trading securities.\n\nThe following table presents information about the Company’s\nassets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 and indicates the\nfair value hierarchy of the valuation inputs the Company utilized to determine such fair value.\n\nMarch 31, 2026\nDecember 31, 2025\n\n(Unaudited)\n\nLevel\nFair value\nLevel\nFair value\n\nAssets:\n\nInvestments held in Trust Account\n1\n39,390,860\n1\n72,924,060\n\n**Income Taxes**\n\nThe Company accounts for income taxes under ASC740\nIncome Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact\nof differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be\nderived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is\nmore likely than not that all or a portion of deferred tax assets will not be realized.\n\nASC 740 also clarifies the accounting for\nuncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and\nmeasurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax\nreturn. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing\nauthorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period,\ndisclosure and transition. The Company has identified Cayman Islands as its only “major” tax jurisdiction, as defined.\nBased on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring\nrecognition in the Company’s unaudited condensed financial statements. Since the Company was incorporated on March 21, 2023,\nthe evaluation was performed for 2023, 2024, and 2025 tax year which will be the only periods subject to examination. The\nCompany believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments\nthat would result in a material change to its financial position. The Company’s policy for recording interest and penalties\nassociated with audits is to record such items as a component of income tax expense.\n\nThe Company may be subject to potential examination\nby foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount\nof deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.\n\nThe Company’s tax provision was deemed to\nbe de minimis for the period presented. The Company is considered to be an exempted Cayman Islands Company and is presently not subject\nto income taxes or income tax filing requirements in the Cayman Islands or the United States.\n\nF-48\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\n**Related parties**\n\nParties, which can be a corporation or individual,\nare considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant\ninfluence over the other party in making financial and operational decisions. Companies are also considered to be related if they are\nsubject to common control or common significant influence.\n\n**Recently issued accounting standards which\nhave not yet been adopted**\n\nIn November 2024, the FASB issued ASU 2024-03,\n“Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” (“ASU 2024-03”), which\nrequires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation,\namortization and depletion, in each relevant expense caption. ASU 2024-03 is effective for fiscal years beginning after December\n15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption and retrospective application is permitted.\nThe Company is currently assessing the impact of this guidance; however, the Company does not expect a material impact on its unaudited\ncondensed financial statements.\n\nIn December 2025, the FASB issued ASU 2025-11,\n“Interim Reporting (Topic 270),” which clarifies the applicability of interim reporting guidance and provides a comprehensive\nlist of interim disclosures required under GAAP. The amendments also introduce a disclosure principle requiring entities to disclose events\noccurring since the end of the last annual reporting period that have a material impact on the entity. The guidance is effective for interim\nreporting periods within annual reporting periods beginning after December 15, 2027 for public business entities, and after December 15,\n2028 for entities other than public business entities. Early adoption is permitted, and the amendments may be applied prospectively or\nretrospectively. The Company is currently evaluating the impact of adopting this guidance on its unaudited condensed consolidated financial\nstatements.\n\nExcept as mentioned above, the Company does not believe other recently\nissued but not yet effective accounting standards, if currently adopted, would have a material effect on the on the Company’s unaudited\ncondensed financial statements.\n\n**Note 3 — Initial Public Offering**\n\nOn November 18, 2024, the Company sold 6,000,000 Units,\nat a price of $10.00 per Unit. Each Unit consists of one ordinary share, and one right to receive one-tenth (1/10) of one ordinary\nshare. Each ten rights entitle the holder thereof to receive one ordinary share upon the consummation of the Business Combination. The\nCompany has also granted the underwriters a 45-day option to purchase up to an additional 900,000 Option Units to cover over-allotments,\nif any. On November 19, 2024, the underwriter notified the Company of its exercise of the over-allotment option in full to purchase additional 900,000 Option\nUnits of the Company. On November 21, 2024, 900,000 Option Units were sold to the underwriter at an offering price of $10.00 per\nOption Unit, generating gross proceeds of $9,000,000. As of the date of March 31, 2026 and December 31, 2025, 142,091 and 343,933 public\nplacement units have not been separated into their relevant components, respectively.\n\nAll of the 6,900,000 public shares sold\nas part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares if there is\na stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s\namended and restated memorandum and articles of association, or in connection with the Company’s liquidation. In accordance with\nthe Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which\nhas been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to\nredemption to be classified outside of permanent equity.\n\nThe Company’s redeemable ordinary\nshare is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If\nit is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption\nvalue over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,\nif later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur\nand adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected\nto recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings,\nor in absence of retained earnings, additional paid-in capital).\n\nF-49\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\nAs of March 31, 2026 and December 31, 2025, the\namounts of ordinary shares reflected on the balance sheet are reconciled in the following table.\n\nShare\nAmount\n\nGross proceeds from the IPO\n6,900,000\n$69,000,000\n\nLess:\n\nGross Proceeds from the IPO allocated to public rights\n-\n(903,900)\n\nOffering costs of public shares\n-\n(1,806,783)\n\nPlus:\n\nInitial accretion of carrying value to redemption value\n-\n2,710,683\n\nAccretion of carrying value to redemption value\n-\n3,924,060\n\nOrdinary shares subject to possible redemption, December 31, 2025\n6,900,000\n$72,924,060\n\nLess:\n\nRedemption of Ordinary Shares\n(3,219,311)\n(34,221,276)\n\nReclassification of ordinary share subject to redemption as liability\n(3,502,404)\n(37,230,555)\n\nPlus: Accretion of carrying value to redemption value\n-\n435,783\n\nOrdinary shares subject to possible redemption, March 31, 2026\n178,285\n$1,908,012\n\n**Note 4 — Private Placement**\n\nSimultaneously with the closing of the IPO, the\nSponsor purchased an aggregate of 200,000 Initial Private Units at a price of $10.00 per Initial Private Units for an aggregate\npurchase price of $2,000,000. Each Initial Private Unit was identical to the Public Units sold in the IPO, except as described below.\nSimultaneously with the closing of the Option Units on November 21, 2024, the Company consummated the sale of additional 13,500 Additional\nPrivate Units to the Sponsor at a price of $10.00 per Additional Private Unit, generating total proceeds of $135,000. As of March\n31, 2026 and December 31, 2025, 213,500 private placement units have not been separated into their relevant components.\n\nThe Sponsor has agreed to waive its redemption\nrights with respect to its Private Placement shares (i) in connection with the consummation of a Business Combination, (ii) in connection\nwith a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance\nor timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or\nto redeem100% of the Company’s public shares if the Company does not complete the Company’s initial Business Combination within\nthe Combination Period, and (iii) if the Company fails to consummate a Business Combination within the Combination Period or if the Company\nliquidates prior to the expiration of the Combination Period. However, the Sponsor will be entitled to redemption rights with respect\nto any public shares held by it if the Company fails to consummate a Business Combination or liquidate within the Combination Period.\n\nThe Sponsor has agreed not to transfer, sell or\nassign the Private Units and the underlying securities until the consummation of the Company’s initial Business Combination.\n\n**Note 5 — Promissory Notes —\nThird Party**\n\nOn February 18, 2026 and March 17, 2026, the Company issued two unsecured\npromissory notes in the aggregate principal amount of $100,000 to William Wang, the Chief Executive Officer of SL BIO to fund\nthe extension fees associated with extending the deadline for the Company to consummate a Business Combination. The terms of the promissory\nnotes are substantially the same as the related party promissory note described below. As of March 31, 2026, the outstanding balance under\nthe promissory notes - third party was $100,000.\n\nF-50\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\n**Note 6 — Related Party\nTransactions**\n\n**Founder Shares**\n\nOn March 21, 2023, the Company issued 1 ordinary\nshare of a par value of $0.0001 to the Sponsor without consideration. On July 26, 2024, the Sponsor acquired 1,725,000 ordinary\nshares (“Founder Shares”) for a purchase price of $25,000, or approximately $0.0145 per share and surrendered 1 ordinary\nshare, all share amounts have been retroactively restated to reflect this issuance and surrender of 1 ordinary share. On August 2, 2024,\nSponsor transferred (i) to each independent director nominee 20,000 Founder Shares, in the aggregate amount of 60,000 Founder shares,\nand (ii) to Chief Financial Officer, 10,000 Founder Shares, all at the original purchase price of $0.0145 per share when the Sponsor acquired\nsuch shares.\n\nAs of November 18, 2024, there were 1,725,000 Founder\nShares issued and outstanding, amount with up to 225,000 Founder Shares are subject to forfeiture if the underwriters’\nover-allotment is not exercised. On November 21, 2024, the underwriters exercised their over-allotment option in full, all 225,000 Founder\nShares were no longer subject to forfeiture.\n\nThe Founder Shares are designated as ordinary\nshares and are identical to the Private Placement shares except for the following (a) the Founder Shares must be voted in favor of any\nproposed Business Combination and cannot vote for amendments that would prevent public shareholders from converting or selling their shares\nin connection with a Business Combination, (b) the Founder Shares cannot be converted into cash from the Trust Account in connection with\na shareholder vote to approve the initial Business Combination or amend shareholders’ rights or pre-Business Combination activity.\nThey do not participate in liquidating distributions if a Business Combination is not consummated; and (c) the Founder Shares cannot be\ntransferred, assigned, or sold until the earlier of nine months after the initial Business Combination or upon certain triggering events\n(e.g., liquidation, merger). If the share price exceeds $12.00 for 20 out of 30 trading days post-Business Combination, the lock-up is\nreleased.\n\n**Promissory Notes — Related Parties**\n\nOn July 25, 2024, the Company entered into a promissory\nnote agreement (“Promissory Note Agreement”), pursuant which the Sponsor agreed to loan the Company up to $500,000 to\nbe used for a portion of the expenses of the IPO. As of March 31, 2026 and December 31, 2025, the Company had not drawn any amounts under\nthe Promissory Note Agreement.\n\nOn July 5, 2025, the Company issued unsecured\npromissory notes in the principal amount of $300,000 to its Sponsor to provide additional working capital. The promissory notes bear no\ninterest and are payable upon the earlier of the consummation of a Business Combination or the Company’s termination date. At the\nSponsor’s discretion, the promissory notes may be converted into private placement units upon completion of the Business Combination\nat a conversion price of $10.00 per unit, with each unit consisting of one ordinary share and one right. The proceeds from the $300,000\npromissory notes were funded via wire transfer on July 7, 2025.\n\nOn November 17, 2025, an aggregate of $690,000 of the extension fee\nwas deposited into the Trust Account for the Company’s public shareholders (the “Extension Payment”) by a designee of\nthe Sponsor (the “Payee”), which enables the Company to extend the period of time it has to consummate its initial business\ncombination by three months from November 18, 2025 to February 18, 2026. In connection with such extension fee, the Company issued an\nunsecured promissory note of $690,000 (the “Note”) to the Payee. At the Payee’s discretion, the promissory note\nmay be converted into private placement units upon completion of the Business Combination at a conversion price of $10.00 per unit, each\nconsisting of one ordinary share and one right.\n\nAs of March 31, 2026 and December 31, 2025, the\noutstanding balance under the promissory notes – related parties amounted to $990,000.\n\n**Amount Due to Related Party**\n\nAmount due to related party represents advancement\nmade by the sponsor to the Company to pay formation expenses, a portion of the expenses of the IPO, and the Company’s ongoing\noperational expense. As of March 31, 2026 and December 31, 2025, the Company had amount due to related party amounted to $571,134 and\n$354,484, respectively.\n\nF-51\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\n**Working Capital Notes**\n\nIn addition, in order to meet with the Company’s\nworking capital needs following the consummation of this offering or to extend the Company’s life, the Company’s founders,\nofficers and directors or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at anytime,\nin whatever amount they deem reasonable in their sole discretion. The notes would either be paid upon consummation of our initial Business\nCombination, without interest, or, at the lender’s discretion, up to $2,500,000 of the notes may be converted upon consummation\nof our Business Combination into working capital units (“the Working Capital Units”) at a price of $10.00 per unit in\naddition to the convertible notes in connection with the potential extensions.\n\nOn May 18, 2026, the Company issued a promissory\nnote (the “Working Capital Note”) to the Sponsor, under which the Sponsor agreed to loan the Company up to $850,000 to be\nused for a portion of the working capital. This loan is non-interest bearing, unsecured and is due at the earlier of (i) the consummation\nof the Company’s initial business combination or (ii) the date of expiry of the term of the Company. The Sponsor, as the payee,\nhas the right, but not the obligation, to convert the note, in whole or in part, into Working Capital Units of the Company, that are identical\nto the Private Units issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to\ncertain exceptions, by providing the Company with written notice of the intention to convert at least two business days prior to the closing\nof a business combination. The number of Working Capital Units to be received by the Sponsor in connection with such conversion shall\nbe an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.\n\n**Administrative Support Services**\n\nCommencing on the date that the Company’s\nsecurities are first listed on NASDAQ through the earlier of consummation of the Company’s initial Business Combination and liquidation,\nthe Company will pay an affiliate of Sponsor a total of $10,000 per month for office space, administrative and support services.\n\nOn February 5, 2025, upon the approval of the\nBoard and Audit Committee of the Company, the Company and the Sponsor agreed to waive full payment of the Administrative Service Fee.\n\n**Note 7 — Commitments & Contingencies**\n\n**Registration Rights**\n\nThe holders of the Founder Shares and private\nunits, units issuable upon the conversion of certain working capital notes and any underlying securities will be entitled to registration\nrights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering requiring the Company\nto register such securities for resale. In addition, the holders have certain “piggy-back” registration rights with respect\nto registration statements filed subsequent to our completion of our initial business combination and rights to require us to register\nfor resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with\nthe filing of any such registration statements.\n\n**Underwriters Agreement**\n\nThe Company had granted the underwriter a\n45-day option from the date of the IPO to purchase up to an additional 900,000 Option Units to cover over-allotments, if\nany. On November 21, 2024, the underwriters exercised the over-allotment option in full. The Company has agreed to pay an\nunderwriting discount of 1.5% of the gross proceeds of the IPO, or $900,000 (or up to $1,035,000 if the\nunderwriters’ over-allotment is exercised in full) to the underwriters at the closing of the IPO in addition to the issuance\nof the Representative Shares. $900,000 was paid at the closing of the IPO on November 18, 2024. In connection with the issuance\nand sales of the Option Units, additional $135,000 was paid on November 21, 2024.\n\n**Representative Shares**\n\nThe Company has agreed to issue to the underwriter 210,000 Representative\nShares (or up to 241,500 Representative Shares if the underwriters’ over-allotment option is exercised in part or in full),\nupon the consummation of the IPO. These shares were registered in the registration statement on Form S-1 in connection with the IPO. In\nconnection with the IPO, the Company issued 210,000 Representative Shares to the underwriter with a fair value of $297,045.\nIn connection with the issuance and sales of the Option Units, the Company issued additional 31,500 Representative Shares to\nthe underwriter with a fair value of $44,557.\n\nF-52\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\nThe underwriter has agreed not to transfer, assign\nor sell any Representative Shares until the completion of the Company’s initial Business Combination. In addition, the underwriter\nhas agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial\nBusiness Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the\nCompany fails to complete its initial Business Combination within the periods of time.\n\nThe Representative Shares are subject to a lock-up\nfor a period of 180 days immediately following the commencement of sales of this offering pursuant to FINRA Rule 5110(e)(1). Pursuant\nto this FINRA lock-up, these securities cannot be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging,\nshort sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period\nof 180 days from the commencement of sales of this offering except as permitted under FINRA Rule 5110(e)(2), including to any underwriter\nand selected dealer participating in the offering and their officers or partners, registered persons or affiliates. These securities have\nresale registration rights including three demand (one at the Company’s expense and two at the underwriter’s expense) and\nunlimited “piggy-back” rights at any time, and from time to time.\n\n**Note 8 — Shareholders’ Equity**\n\n**Preference Share**\n\nThe Company is authorized to issue 10,000,000 shares\nof preferred share, with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may\nbe determined from time to time by the Company’s board of directors. As of March 31, 2026 and December 31, 2025, there were no preference\nshares issued or outstanding.\n\n**Ordinary Share**\n\nThe Company is authorized to issue 490,000,000 ordinary\nshares, with a par value of $0.0001 per share.\n\nOn March 21, 2023, the Company issued one ordinary\nshare of a par value of $0.0001 to the Sponsor without consideration.\n\nOn July 26, 2024, the Sponsor acquired 1,725,000 Founder\nShares (up to 225,000 of which are subject to forfeiture) at a price of approximately 0.0145 per share for an aggregate\nof $25,000 and surrendered one ordinary share. All share amounts have been retroactively restated to reflect this issuance. On August\n2, 2024, Sponsor transferred (i) to each independent director nominee 20,000 Founder Shares, in the aggregate amount of 60,000 Founder\nShares, and (ii) to Chief Financial Officer, 10,000 Founder Shares, all at the original purchase price when the Sponsor acquired\nsuch shares. Those shares issuance and cancelation were considered as a recapitalization, which were recorded and presented retroactively.\nAs a result of the underwriters’ election to fully exercise their over-allotment option on November 19, 2024, no Founder Shares\nare currently subject to forfeiture\n\nAs of March 31, 2026 and December 31, 2025, there\nwere 2,180,000 ordinary shares issued and outstanding, excluding 3,502,404 shares subject to redemption and 178,285 shares subject\nto possible redemption as of March 31, 2026, and 6,900,000 shares subject to possible redemption as of December 31, 2025.\n\nF-53\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\nShareholders of ordinary shares are entitled to\none vote for each share held on all matters to be voted on by shareholders. Unless specified in the Company’s amended and restated\nmemorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable share exchange rules,\nthe affirmative vote of a majority of the Company’s issued and outstanding ordinary shares that are voted at a shareholder meeting\n(in person or by proxy) is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions\nwill require a special resolution under Cayman Islands law and pursuant to the Company’s amended and restated memorandum and articles\nof association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving\na statutory merger or consolidation with another company.\n\nThe Company’s board of directors will be\ndivided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected\nin each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50%\nof the shares voted for the election of directors can elect all of the directors. The Company’s shareholders are entitled to receive\nratable dividends when, as and if declared by the board of directors out of funds legally available therefor.\n\n**Rights**\n\nAs of March 31, 2026 and December 31, 2025, there\nwere 7,113,500 rights outstanding, 6,900,000 of which are publicly traded. Among these, 213,500 rights were issued as part of\n213,500 Private Units, which have not yet been separated.\n\nEach holder of a right will automatically receive\none-tenth (1/10) of one ordinary share upon consummation of the Company initial Business Combination, even if the holder of such right\nredeemed all ordinary shares held by it in connection with the initial Business Combination or an amendment to the Company’s amended\nand restated memorandum and articles of association with respect to our pre-business combination activities. In the event the Company\nwill not be the surviving company upon completion of its initial Business Combination, each right will automatically be converted to receive\nthe kind and amount of securities or properties of the surviving entity that each one-tenth of an ordinary share underlying each right\nis entitled to upon consummation of the Business Combination, subject to any dissenter rights under the applicable law. No additional\nconsideration will be required to be paid by a holder of rights in order to receive its additional ordinary shares upon consummation of\nan initial Business Combination. The shares issuable upon the conversion of the rights will be freely tradable (except to the extent held\nby the Company’s affiliates). If the Company enters into a definitive agreement for a Business Combination in which the Company\nwill not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration\nthe holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis.\n\nThe Company will not issue fractional shares in\nconnection with a conversion of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed\nin accordance with the applicable provisions of the Companies Act and any other applicable law. As a result, the holders hold rights in\nmultiples of ten in order to receive shares for all of your rights upon closing of a business combination. If the Company is unable to\ncomplete an initial business combination within the required time period and liquidate the funds held in the Trust Account, holders of\nrights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s\nassets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Additionally, in no event\nwill be required to net cash settle the rights. Accordingly, the rights may expire worthless.\n\nThe Company shall reserve such amount of its profits\nor share premium in order to pay up the par value of each share issuable in respect of the rights.\n\n**Note 9 — Segment information**\n\nASC Topic 280, “Segment Reporting,”\nestablishes standards for companies to report in their financial statements information about operating segments, products, services,\ngeographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial\ninformation is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how\nto allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements\nto Reportable Segment Disclosures, in the accompanying unaudited condensed financial statements using the retrospective method of adoption.\n\nF-54\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Unaudited Condensed Financial Statements**\n\nThe Company’s chief operating decision maker\nhas been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole\nto make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company\nonly has one operating and reportable segment.\n\nWhen evaluating the Company’s performance\nand making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:\n\n**For the\nThree Months\nEnded\nMarch 31, 2026**\n\n**For the\nThree Months\nEnded\nMarch 31, 2025**\n\n(Unaudited)\n\n(Unaudited)\n\nProfessional services fee in connection with Business Combination\n\n$\n(109,150\n)\n\n$\n(142,800\n)\n\nOther formation and operating costs\n\n(255,755\n)\n\n(110,679\n)\n\nTotal formation and operating costs\n\n(364,905\n)\n\n(253,479\n)\n\nInterest earned on investment held in Trust Account\n\n588,076\n\n726,071\n\nInterest expense\n\n(252,293\n)\n\n-\n\nNet income\n\n$\n(29,122\n)\n\n$\n472,592\n\nThe key measures of segment profit or loss reviewed\nby our CODM are interest earned on investment in Trust Account and formation and operating expenses. The CODM reviews interest earned\non investment in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the\nTrust Account funds while maintaining compliance with the trust agreement. Within formation and operating costs, the CODM specifically\nreviews professional service fees in connection with the business combination, which are a significant segment expense, and include legal\nfees, and advisory fees, as these represent significant costs affecting the Company’s consummation of the Business Combination.\nOther formation and operating costs, including accounting expenses, printing expenses, and regulatory filing fees, are reviewed in aggregate\nto ensure alignment with budget and contractual obligations. These expenses are monitored to manage and forecast cash available to complete\na business combination within the required period.\n\n**Note 10 — Subsequent Events**\n\nThe Company’s management reviewed all material\nevents that have occurred after the balance sheet date through the date when the financial statements were issued. Based on the review,\nexcept for the subsequently issued extension deposit and notes mentioned in Note 1 and Working Capital Note mentioned in Note 5, the\nCompany did not identify any other subsequent events that would require adjustment or disclosure in the financial statements.\n\nOn June 12, 2026, the Company consummated the Business Combination\nwith SLBio ursuant to the Business Combination Agreement. Upon Completion of the Business Combination, the Company became a wholly owned\nsubsidiary of PubCo.\n\nF-55\n\n**Report of Independent Registered Public Accounting\nFirm**\n\nTo the Shareholders and Board of Directors of\nHorizon Space Acquisition II Corp.\n\n**Opinion on the Financial Statements**\n\nWe have audited the accompanying balance sheets\nof Horizon Space Acquisition II Corp. (the “Company”) as of December 31, 2025 and 2024, the related statements of operations,\nshareholders’ (deficit) equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes\n(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all\nmaterial respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash\nflows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in\nthe United States of America.\n\n**Explanatory Paragraph – Going Concern**\n\nThe accompanying financial statements have been\nprepared assuming that the Company will continue as a going concern. As more fully described in Note 1, to the financial statements, the\nCompany is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset\nacquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before April\n18, 2026 (or up to February 18, 2027 if fully extended). There is no assurance that the Company will obtain the necessary approvals or\nraise the additional capital it needs to fund its business operations and complete any business combination prior to April 18, 2026 (or\nup to February 18, 2027 if fully extended), if at all. The Company also has no approved plan in place to extend the business combination\ndeadline beyond April 18, 2026 (or up to February 18, 2027 if fully extended) and lacks the capital resources needed to fund operations\nand complete any business combination, even if the deadline to complete a business combination is extended to a later date. These conditions\nraise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are\nalso described in Note 1. The financial statements do not include any adjustments that might be necessary should the Company be unable\nto continue as a going concern.\n\n**Basis for Opinion**\n\nThese financial statements are the responsibility\nof the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We\nare a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are\nrequired to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and\nregulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial\nstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged\nto perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding\nof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal\ncontrol over financial reporting. Accordingly, we express no such opinion.\n\nOur audits included performing procedures to assess\nthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.\nOur audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n/s/ Marcum Asia CPAs LLP\n\nMarcum Asia CPAs LLP\n\nWe have served as the Company’s auditor since 2024.\n\nNew York NY\n\nApril 8, 2026\n\nF-56\n\n**HORIZON SPACE ACQUISITION II CORP.**\n\n**BALANCE SHEETS**\n\n**(Currency expressed in United States Dollars\n(“US$”), except for number of shares)**\n\nDecember 31, 2025\nDecember 31, 2024\n\nAssets\n\nCurrent Assets\n\nCash\n$7,917\n$646,720\n\nPrepaid expense\n21,614\n73,490\n\nTotal Current Assets\n29,531\n720,210\n\nInvestment held in Trust Account\n72,924,060\n69,344,530\n\nTotal Assets\n$72,953,591\n$70,064,740\n\nLiabilities, Ordinary Shares Subject to Possible Redemptions and Shareholders’ (Deficit) Equity\n\nCurrent Liabilities\n\nPromissory notes, related parties\n$990,000\n$-\n\nAmount due to related party\n354,484\n254,484\n\nOther payable and accrued expenses\n4,696\n14,851\n\nTotal Current Liabilities\n1,349,180\n269,335\n\nTotal Liabilities\n1,349,180\n269,335\n\nCommitments and Contingencies (Note 6)\n\nOrdinary shares, $0.0001 par value, 490,000,000 shares authorized, 6,900,000 shares subject to possible redemption at $10.57 and $10.05 per share as of December 31, 2025 and 2024, respectively.*\n72,924,060\n69,344,530\n\nShareholder’s (Deficit) Equity :\n\nPreferred share, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding\n-\n-\n\nOrdinary shares, $0.0001 par value, 490,000,000 shares authorized, 2,180,000 shares issued and outstanding as of December 31, 2025 and 2024 (excluding 6,900,000 shares subject to possible redemption)*\n218\n218\n\nAdditional paid-in capital\n-\n312,035\n\n(Accumulated deficit) retained earnings\n(1,319,867)\n138,622\n\nTotal Shareholder’s (Deficit) Equity\n(1,319,649)\n450,875\n\nTotal Liabilities Ordinary Shares Subject to Possible Redemptions and Shareholder’s (Deficit) Equity\n$72,953,591\n$70,064,740\n\n*As of the date of the issuance of these financial statements,\n213,500 private placement units (Note 4) and 343,933 public placement units (Note 3) have not been separated into their relevant components\n\nThe accompanying notes are an integral part of\nthese financial statements.\n\nF-57\n\n**HORIZON SPACE ACQUISITION II CORP.**\n\n**STATEMENTS OF OPERATIONS**\n\n**(Currency expressed in United States Dollars\n(“US$”), except for number of shares)**\n\nFor the\n\nYear Ended\n\nDecember 31,\n\n2025\nFor the\n\nYear Ended\n\nDecember 31,\n\n2024\n\nFormation and operating costs\n$1,080,524\n$201,653\n\nLoss from operations\n(1,080,524)\n(201,653)\n\nOther income\n\nInterest and dividend income on investments held in Trust\n2,889,530\n344,530\n\nNet income\n1,809,006\n142,877\n\nWeighted average shares outstanding of redeemable ordinary shares\n6,900,000\n805,479\n\nBasic and diluted net income per share, ordinary shares\n$0.32\n$2.67\n\nWeighted average shares outstanding of non-redeemable ordinary shares\n2,180,000\n1,776,618\n\nBasic and diluted net loss per share, non-redeemable ordinary shares\n$(0.20)\n$(1.13)\n\nThe accompanying notes are an integral part of\nthese financial statements.\n\nF-58\n\n**HORIZON SPACE ACQUISITION II CORP.**\n\n**STATEMENTS OF SHAREHOLDER’S DEFICIT**\n\n**(Currency expressed in United States Dollars\n(“US$”), except for number of shares)**\n\nAdditional\n\n**(Accumulated)** **Deficit**\n\nTotal Shareholder’s\n\nPreferred Shares\n\nOrdinary Shares\n\nPaid-in\n\nSubscription\n\nRetained\n\n(Deficit)\n\nShares\n\nAmount\n\nShares\n\nAmount\n\nCapital\n\nReceivable\n\nEarning\n\nEquity\n\nBalance as of December 31, 2023\n\n  -\n\n$\n  -\n\n1,725,000\n\n$\n173\n\n24,827\n\n$\n(25,000\n)\n\n$\n(4,255\n)\n\n$\n(4,255\n)\n\nReceived proceed from subscription receivable\n\n-\n\n-\n\n-\n\n-\n\n-\n\n25,000\n\n-\n\n25,000\n\nSale of public units through public offering, including over-allotment\n\n-\n\n-\n\n6,900,000\n\n690\n\n68,999,310\n\n-\n\n-\n\n69,000,000\n\nSale of private placement units*\n\n-\n\n-\n\n200,000\n\n20\n\n1,999,980\n\n-\n\n-\n\n2,000,000\n\nSale of private placement units, over-allotment*\n\n-\n\n-\n\n13,500\n\n1\n\n134,999\n\n-\n\n-\n\n135,000\n\nIssuance of representative shares\n\n241,500\n\n24\n\n341,578\n\n-\n\n-\n\n341,602\n\nUnderwriters’ discount\n\n-\n\n-\n\n-\n\n-\n\n(1,035,000\n)\n\n-\n\n-\n\n(1,035,000\n)\n\nOther offering expenses\n\n-\n\n-\n\n-\n\n-\n\n(809,819\n)\n\n-\n\n-\n\n(809,819\n)\n\nReclassification of ordinary shares subject to redemption\n\n-\n\n-\n\n(6,900,000\n)\n\n(690\n)\n\n(68,095,410\n)\n\n-\n\n-\n\n(68,096,100\n)\n\nAllocation of offering costs to ordinary shares subject to redemption\n\n-\n\n-\n\n-\n\n-\n\n1,806,783\n\n-\n\n-\n\n1,806,783\n\nInitial accretion of carrying value to redemption value\n\n-\n\n-\n\n-\n\n-\n\n(2,710,683\n)\n\n-\n\n-\n\n(2,710,683\n)\n\nSubsequent accretion of carrying value to redemption value\n\n-\n\n-\n\n-\n\n-\n\n(344,530\n)\n\n-\n\n-\n\n(344,530\n)\n\nNet income\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n142,877\n\n142,877\n\nBalance as of December 31, 2024\n\n-\n\n-\n\n2,180,000\n\n218\n\n312,035\n\n-\n\n138,622\n\n450,875\n\nAccretion of carrying value to redemption value\n\n-\n\n-\n\n-\n\n-\n\n(312,035\n)\n\n-\n\n(3,267,495\n)\n\n(3,579,530\n)\n\nNet income\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n1,809,006\n\n1,809,006\n\nBalance as of December 31, 2025\n\n-\n\n$\n-\n\n2,180,000\n\n$\n218\n\n$\n-\n\n$\n-\n\n$\n(1,319,867\n)\n\n$\n(1,319,649\n)\n\n*As of the date of the issuance of these financial statements,\n213,500 private placement units (Note 4) have not been separated into their relevant components\n\nThe accompanying notes are an integral part of\nthese financial statements.\n\nF-59\n\n**HORIZON SPACE ACQUISITION II CORP.**\n\n**STATEMENTS OF CASH FLOWS**\n\n**(Currency expressed in United States Dollars\n(“US$”), except for number of shares)**\n\nFor the Year Ended\n\nDecember 31, 2025\nFor the Year Ended\n\nDecember 31, 2024\n\nCash Flows from Operating Activities:\n\nNet income\n$1,809,006\n$142,877\n\nAdjustments to reconcile net income to net cash provided by operating activities:\n\nDividend and interest income on Trust Account\n(2,889,530)\n(344,530)\n\nChanges in operating assets and liabilities:\n\nPrepaid expense\n51,876\n(73,490)\n\nAccrued expense\n(10,155)\n164,678\n\nNet Cash Used in Operating Activities\n(1,038,803)\n(110,465)\n\nCash flows from investing activities:\n\nInvestment held in Trust Account\n-\n(69,000,000)\n\nExtension fee deposited into Trust Account\n(690,000)\n-\n\nNet Cash Used in Financing Activities\n(690,000)\n(69,000,000)\n\nCash Flows from Financing Activities:\n\nProceeds from sale of public units, including over-allotment, net of underwriters’ discount\n-\n67,965,000\n\nProceeds from sale of private placement units, including over-allotment\n-\n2,135,000\n\nProceed from promissory notes, related parties\n990,000\n-\n\nAdvances from related party\n100,000\n-\n\nPayment of offering costs\n-\n(342,815)\n\nNet Cash Provided by Financing Activities\n1,090,000\n69,757,185\n\nNet Change in Cash\n(638,803)\n646,720\n\nCash at beginning of the year\n646,720\n-\n\nCash, end of the year\n$7,917\n$646,720\n\nSupplemental Disclosure of Cash Flow Information:\n\nAccrued expense paid by Sponsor\n$-\n$129,082\n\nDeferred offering costs paid by Sponsor for settlement of subscription receivable\n$-\n$25,000\n\nDeferred offering costs paid by Sponsor\n$-\n$125,402\n\nIssuance of representative shares\n$-\n$341,602\n\nReclassification of ordinary shares subject to redemption\n$-\n$68,096,100\n\nInitial accretion of carrying value for public shares to redemption value\n$-\n$2,710,683\n\nSubsequent accretion of carrying value for public shares to redemption value\n$3,579,530\n$344,530\n\nAllocation of offering costs to ordinary shares subject to redemption\n$-\n$1,806,783\n\nThe accompanying notes are an integral part of\nthese financial statements.\n\nF-60\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\n**Note 1 — Organization, Business Operation\nand Going Concern Consideration**\n\nHorizon Space Acquisition II Corp. (the “Company”)\nis a blank check company incorporated in the Cayman Islands on March 21, 2023 (“Inception”). The Company was formed for the\npurpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with\none or more businesses (the “Business Combination”). The Company has selected December 31 as its fiscal year end.\n\nAs of December 31, 2025, the Company had not commenced\nany operations. For the period from March 21, 2023 (inception) through December 31, 2025, the Company’s efforts have been limited\nto organizational activities as well as activities related to the initial public offering, identifying a target company for a Business\nCombination and completing the SL Bio Business Combination (as defined below). The Company will not generate any operating revenues until\nafter the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend\nand/or interest income from the proceeds derived from the IPO (as defined below) and private placement (“Private Placement,”\nsee Note 4).\n\nThe Company’s founder and sponsor is Horizon\nSpace Acquisition II Sponsor Corp., a Cayman Islands company (the “Sponsor”). The Company’s ability to commence operations\nis contingent upon obtaining adequate financial resources through IPO and the Private Placement.\n\nOn November 18, 2024, the Company consummated\nits initial public offering (the “IPO”) of 6,000,000 units (“Units”). Each unit consists of one ordinary share,\nand one right to receive one-tenth (1/10) of one ordinary share. Each ten rights entitle the holder thereof to receive one ordinary share\nupon the consummation of the Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross\nproceeds of $60,000,000. On November 19, 2024, the underwriter notified the Company of its exercise of the over-allotment option in full\nto purchase additional 900,000 Units of the Company (the “Over-Allotment Option”). As a result, on November 21, 2024, 900,000\nUnits were sold to the underwriter at an offering price of $10.00 per Option Unit (the “Option Units” and together with the\nUnits, collectively, the “Public Units”), generating gross proceeds of $9,000,000. (refer to Note 3)\n\nSimultaneously with the consummation of the IPO\nand the sale of the Units, the Company consummated the private placement (“Private Placement”) of 200,000 units (the “Initial\nPrivate Units”) to the Sponsor, at a price of $10.00 per Initial Private Unit, generating total proceeds of $2,000,000, which is\ndescribed in Note 4. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of\nadditional 13,500 units (the “Additional Private Units” and together with the Initial Private Units, collectively, the “Private\nUnits”) to the Sponsor at a purchase price of $10.00 per Additional Private Unit, generating gross proceeds of $135,000.\n\nTransaction costs amounted to aggregated total\nof $1,844,819, consisting of $1,035,000 of underwriting commissions which was paid in cash at the closing date of the IPO, and upon the\nexercise of the overallotment option, $341,602 of the Representative Shares (discussed in the below), and $468,217 of other offering costs.\nAt the IPO date, cash of $939,635 was held outside of the Trust Account (as defined below) and is available for the payment of accrued\noffering costs and for working capital purposes.\n\nIn conjunction with the IPO, the Company issued\nto the underwriter 210,000 ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative\nShares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock\nCompensation” (“ASC 718”) is included in the offering costs. The fair value of the Representative Shares was estimated\nby using Black Scholes model as of the IPO date totaled $297,045. In connection with the exercised of the underwriter’s over-allotment\noption, the Company issued additional 31,500 Representative Shares to the underwriter with fair value of $44,557.\n\nThe Company’s initial Business\nCombination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the\nassets held in the Trust Account (excluding interest income earned on the Trust Account that is released to the Company to pay\ntaxes) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete such\nBusiness Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target\nor otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company\nunder the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the\nCompany will be able to complete a Business Combination successfully.\n\nF-61\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\nUpon the closing of the IPO, management has agreed\nthat the net proceeds of the IPO and the sale of the Private Units, $10.00 per unit will be placed into a U.S.-based Trust Account (“Trust\nAccount”) maintained by Wilmington Trust, N.A., acting as trustee, and will be invested only in U.S. government treasury bills with\na maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which\ninvest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account\nthat may be released to pay the Company’s tax obligations and liquidation expenses up to $50,000, the proceeds from the IPO and\nthe sale of the Private Units that are deposited in the Trust Account will not be released from the Trust Account until the earliest to\noccur of:(a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection\nwith a shareholder vote to amend the Company’s memorandum and articles of association (i) to modify the substance or timing of the\nCompany’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Company’s public\nshares if the Company does not complete the Business Combination by April 18, 2026 (or up to February 18, 2027 if the Company extends\nthe period of time to consummate the Business Combination by the full amount of time) as amended on February 13, 2026 pursuant to the\nextraordinary general meeting (the “Extension EGM”) or (ii) with respect to any other provision relating to shareholders’\nrights or pre-initial Business Combination activity and (c) the redemption of the public shares if the Company is unable to complete the\nBusiness Combination by April 18, 2026 (or up to February 18, 2027 if the Company extends the period of time to consummate a Business\nCombination by the full amount of time) as amended on February 13, 2026 pursuant to the Extension EGM (the “Combination Period”),\nsubject to applicable law. Although the Company will seek to have all vendors, including lenders for money borrowed, prospective\ntarget businesses or other entities the Company engages execute agreements with us waiving any right, title, interest or claim of any\nkind in or to any monies held in the Trust Account for the benefit of the Company’s public shareholders, the proceeds deposited\nin the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims\nof the public shareholders.\n\nThe Company will provide its public shareholders\nwith the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in connection\nwith a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.\n\nThe ordinary shares subject to redemption\naccredited to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial\nAccounting Standard Board’s (FASB) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing\nLiabilities from Equity.” In such case, the Company has determined that the Company will proceed with a Business Combination\nif the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company\nseeks shareholder approval, a majority of the issued and outstanding sharesvotes are voted in favor of the Business Combination. If\nthe Company cannot complete a Business Combination by April 18, 2026 (or up to February 18, 2027 if the Company extends the period\nof time to consummate a Business Combination by the full amount of time) as amended on February 13, 2026 pursuant to the Extension\nEGM, unless the Company extends such period pursuant to its amended and restated memorandum and articles of association, the Company\nwill: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten\nbusiness days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on\ndeposit in the Trust Account, including interest (which interest shall be net of income taxes payable, and less up to $50,000 of\ninterest to pay liquidation expenses) divided by the number of then outstanding public shares, which redemption will completely\nextinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if\nany), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of\nthe Company’s remaining shareholders and Board of Directors, liquidate and dissolve, subject in each case to the\nCompany’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable\nlaw. There will be no redemption rights or liquidating distributions with respect to public rights or private rights. The\nrights will expire worthless if the Company fails to complete a Business Combination by April 18, 2026 (or up to February 18, 2027\nif the Company extends the period of time to consummate a Business Combination by the full amount of time) as amended on February\n13, 2026 pursuant to the Extension EGM.\n\n**Extension Deposit and Notes**\n\nPursuant to the terms of the Company’s memorandum\nand articles of association, in order to extend the time available for the Company to consummate its initial Business Combination, the\nSponsor or designees, must deposit into the Trust Account for each three months extension, $690,000 as the underwriter’s over-allotment\noption had been exercised in full ($0.10 per share in either case), up to an aggregate of $1,380,000, on or prior to the date of the applicable\ndeadline. As of December 31, 2025, an aggregate of $690,000 was deposited into the Trust Account for the Company’s public shareholders,\nwhich extended the deadline to consummate a Business Combination to February 18, 2026.\n\nF-62\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\nPursuant to the amendment to the amended and restated\nmemorandum and articles of association approved in the extraordinary general meeting held on February 13, 2026 (the “Charter Amendment”)\nof the Company, the Company has until February 18, 2026 to complete its initial business combination. However, the Company may extend\nthe period of time to consummate a business combination up to twelve times, each by an additional one-month extension, up to February\n18, 2027, subject to the Sponsor and/or its designee, depositing the lesser of (i) $50,000 for all remaining public shares and (ii) $0.033\nfor each remaining public share (the “Extension Fee”) into the Trust Account.\n\nOn February 18, 2026, and March 13, 2026, an aggregate\nof $100,000 (in two installments of $50,000 each) was deposited into the Trust Account for the Company’s public shareholders by\nWilliam Wang, the Chief Executive Officer of SL BIO, to extend the period for the Company to consummate its initial Business Combination\nto April 18, 2026. In connection with these deposits, the Company issued unsecured promissory notes with an aggregate principal amount\nof $100,000 to William Wang on February 18, 2026 and March 17, 2026, respectively.\n\n**Business Combination**\n\nOn May 9, 2025, the Company entered into a business\ncombination agreement (the “Business Combination Agreement”) with SL Science Holding Limited, a Cayman Islands exempted company\n(“PubCo”), CW Mega Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub I”),\nWW Century Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub II”), and SL Bio\nLtd., a Cayman Islands exempted company limited by shares (“SL Bio”), pursuant to which, among other things, (i) Merger\nSub I will merge with and into the Company, with the Company as the surviving entity and a wholly-owned subsidiary of PubCo (the “First\nMerger”), and (ii) following the First Merger, Merger Sub II will merge with and into SL Bio, with SL Bio as the surviving\nentity and a wholly-owned subsidiary of PubCo (the “Second Merger,” and together with the First Merger and the other transactions\ncontemplated by the Business Combination Agreement, the “SL Bio Business Combination”). In connection with the SL Bio Business\nCombination, PubCo filed with the SEC a registration statement on Form F-4 (File No. 333-292214), which was declared effective on January\n13, 2026 (as amended and supplemented, the “Form F-4”), and the Company filed a definitive proxy statement (as amended and\nsupplemented, the “Proxy Statement”) for the solicitation of proxies in connection with an extraordinary general meeting of\nthe Company’s shareholders on January 13, 2026.\n\n**Going Concern Consideration**\n\nAs of December 31, 2025, the Company had cash\nof $7,917 and working capital deficit of $1,319,649. The Company has incurred and expects to continue to incur significant professional\ncosts to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.\n\nThe Company expects to continue to incur significant\nprofessional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of\na Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it\nbecomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case, subject\nto compliance with applicable securities laws, the Company may issue additional securities or incur debt prior to or in connection with\nsuch Business Combination.\n\nIn connection with the Company’s assessment\nof going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, management\nhas determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s\nplan in addressing this uncertainty is through the Working Capital Loans, as defined below (see Note 5). Accordingly, the Company may\nnot be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional\nmeasures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit\nof a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available\nto it on commercially acceptable terms, if at all.\n\nThe Company has incurred and expects to continue\nto incur significant costs in pursuit of its financing and acquisition plans. The Company currently has no commitments in place to receive\nsuch financing and there is no assurance that the Company’s plans to raise capital will be successful. In addition, if the Company\nis unable to complete a Business Combination by April 18, 2026 (or up to February 18, 2027 if fully extended), unless further extended,\nthe Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.\nThere is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period.\nAs a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to\ncontinue as a going concern for a period within one year after the date that the accompanying financial statements are issued. The financial\nstatements of the Company do not include any adjustments that might result from the outcome of this uncertainty.\n\nF-63\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\n**Risks and Uncertainties**\n\nAs a result of the ongoing Russia/Ukraine, Hamas/Israel\nconflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of\na target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition,\nthe Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be\nimpacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing\nbeing unavailable on terms acceptable to the Company or at all. The impact of this action and potential future sanctions on the world\neconomy and the specific impact on the Company’s financial position, results of operations or ability to consummate a Business Combination\nare not yet determinable. The financial statements of the Company do not include any adjustments that might result from the outcome\nof this uncertainty.** **\n\n**Note 2 — Significant accounting policies**\n\n**Basis of Presentation**\n\nThe accompanying financial statements are presented\nin conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to\nthe rules and regulations of the SEC.\n\n**Emerging Growth Company Status**\n\nThe Company is an “emerging growth company,”\nas defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart\nThe Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from\nvarious reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not\nlimited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure\nobligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding\na nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.\n\nFurther, Section 102(b)(1) of the JOBS Act exempts\nemerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that\nis, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered\nunder the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company\ncan elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but\nany such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means\nthat when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging\ngrowth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison\nof the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth\ncompany which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting\nstandards used.\n\n**Use of Estimates**\n\nThe preparation of the financial statements of\nthe Company in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets\nand liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of\nexpenses during the reporting period.\n\nF-64\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\nMaking estimates requires management to exercise\nsignificant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances\nthat existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near\nterm due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.\n\n**Cash and Cash Equivalents**\n\nThe Company considers all short-term investments\nwith an original maturity of three months or less when purchased to be cash equivalents. The Company had $7,917 and $646,720 in cash as\nof December 31, 2025 and 2024, respectively, and did not have any cash equivalents as of December 31, 2025 and 2024.\n\n**Investment Held in Trust Account**\n\nThe Company’s portfolio of investments held\nin the Trust Account is comprised of an investment in money market fund that invest in U.S government treasury obligations and generally\nhave a readily determinable fair value. Gains and losses resulting from the change in fair value of these securities are included in income\non Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined\nusing available market information.\n\nAs of December 31, 2025 and 2024, the Trust Account\nhad balance of $72,924,060 and $69,344,530, respectively. Earnings on these trading securities are included in interest earned\non investments held in the Trust Account in the accompanying statements of operations. Income earned on these investments were fully reinvested\ninto the Trust and therefore considered as an adjustment to reconcile net income (loss) to net cash used in operating activities in the\ncondensed statements of cash flows. For the years ended December 31, 2025 and 2024, there were $2,889,530 and 344,530 of interest and\ndividend income recognized, respectively.\n\n**Net Income (Loss) Per Ordinary Share**\n\nThe Company complies with accounting and disclosure\nrequirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares\nand non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable\nshares and the undistributed income (loss) is calculated using the total net loss less interest income and unrealized gain or loss on\ninvestments in trust account less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the\nweighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to\nredemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders.\nAs of December 31, 2025 and 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised\nor converted into ordinary shares and then shared in the earnings of the Company. As a result, diluted loss per share is the same as basic\nloss per share for the period presented.\n\nThe net income (loss) per share presented in the statement of operations\nis based on the following:\n\nFor the Years ended\nFor the Years ended\n\nDecember 31,\nDecember 31,\n\n2025\n2024\n\nNet income\n$1,809,006\n$142,877\n\nInitial accretion of carrying value to redemption value\n-\n(2,710,683)\n\nAccretion of carrying value to redemption value\n(3,579,530)\n(344,530)\n\nNet loss including accretion of carrying value of redemption value\n$(1,770,524)\n$(2,912,336)\n\nF-65\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\nFor the Year Ended\n\nDecember 31, 2025\n\nNon-\n\nRedeemable\nRedeemable\n\nCommon\nCommon\n\nStock\nStock\n\nBasic and diluted net income (loss) per share:\n\nNumerators:\n\nAllocation of net loss including carrying value to redemption value\n$(1,345,442)\n$(425,082)\n\nAccretion of carrying value to redemption value\n3,579,530\n-\n\nAllocation of net income/(loss)\n$2,234,088\n$(425,082)\n\nDenominators:\n\nWeighted-average shares outstanding\n6,900,000\n2,180,000\n\nBasic and diluted net income/ (loss) per share\n$0.32\n$(0.20)\n\nFor the Year Ended\n\nDecember 31, 2024\n\nNon-\n\nRedeemable\nRedeemable\n\nCommon\nCommon\n\nStock\nStock\n\nBasic and diluted net income (loss) per share:\n\nNumerators:\n\nAllocation of net loss including carrying value to redemption value\n$(908,497)\n$(2,003,839)\n\nInitial accretion of carrying value to redemption value\n2,710,683\n-\n\nAccretion of carrying value to redemption value\n344,530\n-\n\nAllocation of net income/(loss)\n$2,146,716\n$(2,003,839)\n\nDenominators:\n\nWeighted-average shares outstanding\n805,479\n1,776,618\n\nBasic and diluted net income/ (loss) per share\n$2.67\n$(1.13)\n\n**Ordinary shares Subject to Possible Redemption**\n\nThe Company accounts for its ordinary shares\nsubject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from\nEquity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at\nfair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either\nwithin the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the\nCompany’s control) are classified as temporary equity. At all other times, ordinary shares are classified as\nshareholders’ equity. The Company’s public shares feature certain redemption rights that are outside of the\nCompany’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2025, 6,900,000\nordinary shares subject to possible redemption are presented at the redemption value as temporary equity, outside of the\nshareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value\nimmediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each\nreporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against\nadditional paid in capital and accumulated deficit.\n\nF-66\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\n**Share Rights**\n\nThe Company accounts for the Public Rights and\nprivate placement rights issued in connection with the IPO and the Private Placement in accordance with the guidance contained in FASB\nASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment\nat their assigned values.\n\n**Share-Based Compensation**\n\nThe Company accounts for the share-based compensation\nissued to the underwriter under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation”\n(“ASC 718”) is included in the offering costs.\n\n**Concentration of Credit Risk**\n\nFinancial instruments that potentially subject\nthe Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal\nDepository Insurance Coverage of $250,000. As of December 31, 2025 and 2024, the Company has not experienced losses on these accounts\nand management believes the Company is not exposed to significant risks on such accounts.\n\n**Fair Value of Financial Instruments Measurements**\n\nThe fair value of the Company’s assets and liabilities, which\nqualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented\nin the accompanying balance sheet, primarily due to their short-term nature.\n\nThe Company applies ASC 820, which establishes\na framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an\nexit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or\nmost advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established\nin ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring\nfair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed\nbased on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions\nbased on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or\nliability and are to be developed based on the best information available in the circumstances. The fair value hierarchy is categorized\ninto three levels based on the inputs as follows:\n\n●\nLevel 1 - Valuations based\non unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation\nadjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly\navailable in an active market, valuation of these securities does not entail a significant degree of judgment.\n\n●\nLevel 2 - Valuations based\non (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for\nidentical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived\nprincipally from or corroborated by market through correlation or other means.\n\n●\nLevel 3 - Valuations based\non inputs that are unobservable and significant to the overall fair value measurement.\n\nAt December 31, 2025 and 2024, the assets held\nin the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading\nsecurities.\n\nThe following table presents information about\nthe Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025 and 2024 and indicates\nthe fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.\n\nDecember 31, 2025\nDecember 31, 2024\n\nLevel\nFair value\nLevel\nFair value\n\nAssets:\n\nInvestments held in Trust Account\n1\n72,924,060\n1\n69,344,530\n\nF-67\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\n**Income Taxes**\n\nThe Company accounts for income taxes under ASC740\nIncome Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact\nof differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be\nderived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is\nmore likely than not that all or a portion of deferred tax assets will not be realized.\n\nASC 740 also clarifies the accounting for uncertainty\nin income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process\nfor financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits\nto be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides\nguidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company\nhas identified Cayman Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it\nhas been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.\nSince the Company was incorporated on March 21, 2023, the evaluation was performed for 2023, 2024, and 2025 tax year which will be\nthe only periods subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit\nand does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for\nrecording interest and penalties associated with audits is to record such items as a component of income tax expense.\n\nThe Company may be subject to potential examination\nby foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount\nof deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.\n\nThe Company’s tax provision was deemed to\nbe de minimis for the period presented. The Company is considered to be an exempted Cayman Islands Company and is presently not subject\nto income taxes or income tax filing requirements in the Cayman Islands or the United States.\n\n**Related parties**\n\nParties, which can be a corporation or individual,\nare considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant\ninfluence over the other party in making financial and operational decisions. Companies are also considered to be related if they are\nsubject to common control or common significant influence.\n\n**Recently adopted Accounting Pronouncements**\n\nIn December 2023, the FASB issued ASU 2023-09, Income taxes (Topic\n740): Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax\ndisclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual\nfinancial statements that have not yet been issued or made available for issuance. The Company early adopted the ASU 2023-09 on January\n1, 2025 on a prospective basis, and the adoption does not have a material impact on its financial statements.\n\n**Recently issued accounting standards which\nhave not yet been adopted**\n\nIn November 2024, the FASB issued\nASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures”\n(“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of\ninventory, employee compensation, depreciation, amortization and depletion, in each relevant expense caption.\nASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after\nDecember 15, 2027. Early adoption and retrospective application is permitted. The Company is currently assessing the impact of this\nguidance; however, the Company does not expect a material impact on its financial statements.\n\nF-68\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\nExcept as mentioned above, the Company does not believe other recently\nissued but not yet effective accounting standards, if currently adopted, would have a material effect on the on the Company’s financial\nstatements.\n\n**Note 3 — Initial Public Offering**\n\nOn November 18, 2024, the Company sold 6,000,000 Units,\nat a price of $10.00 per Unit. Each Unit consists of one ordinary share, and one right to receive one-tenth (1/10) of one ordinary\nshare. Each ten rights entitle the holder thereof to receive one ordinary share upon the consummation of the Business Combination. The\nCompany has also granted the underwriters a 45-day option to purchase up to an additional 900,000 Option Units to cover over-allotments,\nif any. On November 19, 2024, the underwriter notified the Company of its exercise of the over-allotment option in full to purchase additional 900,000 Option\nUnits of the Company. On November 21, 2024, 900,000 Option Units were sold to the underwriter at an offering price of $10.00 per\nOption Unit, generating gross proceeds of $9,000,000. As of December 31, 2025, 343,933 Public Units have not been separated into their\nrelevant components.\n\nAll of the 6,900,000 public shares sold\nas part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares if there is\na stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s\namended and restated memorandum and articles of association, or in connection with the Company’s liquidation. In accordance with\nthe Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which\nhas been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to\nredemption to be classified outside of permanent equity.\n\nThe Company’s redeemable ordinary share\nis subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is\nprobable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value\nover the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later)\nto the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust\nthe carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize\nthe changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in\nabsence of retained earnings, additional paid-in capital).\n\nAs of December 31, 2025 and 2024, the amounts\nof ordinary shares reflected on the balance sheet are reconciled in the following table.\n\nShare\nAmount\n\nGross proceeds from the IPO\n6,900,000\n$69,000,000\n\nLess:\n\nGross Proceeds from the IPO allocated to public rights\n-\n(903,900)\n\nOffering costs of public shares\n-\n(1,806,783)\n\nPlus:\n\nInitial accretion of carrying value to redemption value\n-\n2,710,683\n\nSubsequent accretion of carrying value to redemption value\n-\n344,530\n\nOrdinary shares subject to possible redemption, December 31, 2024\n6,900,000\n69,344,530\n\nAccretion of carrying value to redemption value\n-\n3,579,530\n\nOrdinary shares subject to possible redemption, December 31, 2025\n6,900,000\n$72,924,060\n\n**Note 4 — Private Placement**\n\nSimultaneously with the closing of the IPO, the\nSponsor purchased an aggregate of 200,000 Initial Private Units at a price of $10.00 per Initial Private Units for an\naggregate purchase price of $2,000,000. Each Initial Private Unit was identical to the Public Units sold in the IPO, except as described\nbelow. Simultaneously with the closing of the Option Units on November 21, 2024, the Company consummated the sale of additional 13,500 Additional\nPrivate Units to the Sponsor at a price of $10.00 per Additional Private Unit, generating total proceeds of $135,000. As of the\ndate of the issuance of these financial statements, 213,500 Private Units have not been separated into their relevant components.\n\nF-69\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\nThe Sponsor has agreed to waive its redemption\nrights with respect to its Private Placement shares (i) in connection with the consummation of a Business Combination, (ii) in connection\nwith a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance\nor timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or\nto redeem100% of the Company’s public shares if the Company does not complete the Company’s initial Business Combination within\nthe Combination Period, and (iii) if the Company fails to consummate a Business Combination within the Combination Period or if the Company\nliquidates prior to the expiration of the Combination Period. However, the Sponsor will be entitled to redemption rights with respect\nto any public shares held by it if the Company fails to consummate a Business Combination or liquidate within the Combination Period.\n\nThe Sponsor has agreed not to transfer, sell or\nassign the Private Units and the underlying securities until the consummation of the Company’s initial Business Combination.\n\n**Note 5 — Related Party Transactions**\n\n**Founder Shares**\n\nOn March 21, 2023, the Company issued 1 ordinary\nshares of a par value of $0.0001 to the Sponsor without consideration. On July 26, 2024, the Sponsor acquired 1,725,000 ordinary\nshares (“Founder Shares”) for a purchase price of $25,000, or approximately $0.0145 per share and surrendered 1 ordinary\nshare, all share amounts have been retroactively restated to reflect this issuance and surrender of 1 ordinary shares. On August 2, 2024,\nSponsor transferred (i) to each independent director nominee 20,000 Founder Shares, in the aggregate amount of 60,000 Founder shares,\nand (ii) to Chief Financial Officer, 10,000 Founder Shares, all at the original purchase price of $0.0145 per share when the Sponsor acquired\nsuch shares.\n\nAs of November 18, 2024, there were 1,725,000 Founder\nShares issued and outstanding, amount with up to 225,000 Founder Shares are subject to forfeiture if the underwriters’\nover-allotment is not exercised. On November 21, 2024, the underwriters exercised their over-allotment option in full, all 225,000 Founder\nShares were no longer subject to forfeiture.\n\nThe Founder Shares are designated as ordinary\nshares and are identical to the Private Placement shares except for the following (a) the Founder Shares must be voted in favor of any\nproposed Business Combination and cannot vote for amendments that would prevent public shareholders from converting or selling their shares\nin connection with a Business Combination, (b) the Founder Shares cannot be converted into cash from the Trust Account in connection with\na shareholder vote to approve the initial Business Combination or amend shareholders’ rights or pre-Business Combination activity.\nThey do not participate in liquidating distributions if a Business Combination is not consummated; and (c) the Founder Shares cannot be\ntransferred, assigned, or sold until the earlier of nine months after the initial Business Combination or upon certain triggering events\n(e.g., liquidation, merger). If the share price exceeds $12.00 for 20 out of 30 trading days post-Business Combination, the lock-up is\nreleased.\n\nF-70\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\n**Promissory Notes — Related Parties**\n\nOn July 25, 2024, the Company entered into a promissory\nnote agreement (“Promissory Note Agreement”), pursuant which the Sponsor agreed to loan the Company up to $500,000 to\nbe used for a portion of the expenses of the IPO. As of December 31, 2025 and 2024, the Company had not drawn any amounts under the Promissory\nNote Agreement.\n\nOn July 5, 2025, the Company issued unsecured\npromissory notes in the principal of $300,000 to its Sponsor, to provide additional working capital. The promissory note bears no\ninterest and is payable on the earlier of the consummation of a Business Combination or the Company’s termination date. At the Sponsor’s\ndiscretion, the promissory note may be converted into private placement units upon completion of the Business Combination at a conversion\nprice of $10.00 per unit, each consisting of one ordinary share and one right. The proceeds were funded via wire transfer on July 7, 2025.\n\nAs of December 31, 2025 and 2024, the Company\nhad drawn $300,000 and $0 on this promissory note.\n\nOn November 17, 2025, an aggregate of $690,000\nof the extension fee was deposited into the Trust Account for the Company’s public shareholders (the “Extension Payment”)\nby a designee of the Sponsor (the “Payee”), which enables the Company to extend the period of time it has to consummate its\ninitial business combination by three months from November 18, 2025 to February 18, 2026. In connection with such extension fee, the Company\nissued an unsecured promissory note of $690,000 (the “Note”) to the Payee. At the Payee’s discretion, the promissory note\nmay be converted into private placement units upon completion of the Business Combination at a conversion price of $10.00 per unit, each\nconsisting of one ordinary share and one right.\n\n**Amount Due to Related Party**\n\nAmount due to related party represents advancement\nmade by the sponsor to the Company to pay formation expenses, a portion of the expenses of the IPO, and the\nCompany’s ongoing operational\nexpense. As of December 31, 2025 and 2024, the Company had amount due to related party amounted to $354,484 and $254,484,\nrespectively.\n\n**Working Capital Loans**\n\nIn addition, in order to meet with the Company’s\nworking capital needs following the consummation of this offering or to extend the Company’s life, the Company’s founders,\nofficers and directors or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at anytime,\nin whatever amount they deem reasonable in their sole discretion. Each loan (“Working Capital Loans”) would be evidenced by\na promissory note. The notes would either be paid upon consummation of our initial Business Combination, without interest, or, at the\nlender’s discretion, up to $2,500,000 of the notes may be converted upon consummation of our Business Combination into working\ncapital units (“the Working Capital Units”) at a price of $10.00 per unit in addition to the convertible notes in connection\nwith the potential extensions. The Company’s shareholders have approved the issuance of the units and underlying securities upon\nconversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of the initial Business Combination.\nIf the Company does not complete a Business Combination, the loans will not be repaid.\n\nThe Working Capital Units would be identical to\nthe Private Units sold in the Private Placement. The terms of such loans by the Sponsor or its affiliates, if any, have not been determined\nand no written agreements exist with respect to such loans.\n\nAs of December 31, 2025 and 2024, the Company\nhad no borrowings under the Working Capital Loans.\n\n**Administrative Support Services**\n\nCommencing on the date that the Company’s\nsecurities are first listed on NASDAQ through the earlier of consummation of the Company’s initial Business Combination and liquidation,\nthe Company will pay an affiliate of Sponsor a total of $10,000 per month for office space, administrative and support services.\n\nOn February 5, 2025, upon the approval of the\nBoard and Audit Committee of the Company, the Company and the Sponsor agreed to waive full payment of the Administrative Service Fee.\n\n**Note 6 — Commitments & Contingencies**\n\n**Registration Rights**\n\nThe holders of the Founder Shares and private\nunits, units issuable upon the conversion of certain working capital loans and any underlying securities will be entitled to registration\nrights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering requiring the Company\nto register such securities for resale. In addition, the holders have certain “piggy-back” registration rights with respect\nto registration statements filed subsequent to our completion of our initial business combination and rights to require us to register\nfor resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with\nthe filing of any such registration statements.\n\nF-71\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\n**Underwriters Agreement**\n\nThe Company had granted the underwriter a 45-day\noption from the date of the IPO to purchase up to an additional 900,000 Option Units to cover over-allotments, if any. On November\n21, 2024, the underwriters exercised the over-allotment option in full. The Company has agreed to pay an underwriting discount of 1.5%\nof the gross proceeds of the IPO, or $900,000 (or up to $1,035,000 if the underwriters’ over-allotment is exercised in full)\nto the underwriters at the closing of the IPO in addition to the issuance of the Representative Shares. $900,000 was paid at the\nclosing of the IPO on November 18, 2024. In connection with the issuance and sales of the Option Units, additional $135,000 was paid\non November 21, 2024.\n\n**Representative Shares**\n\nThe Company has agreed to issue to the underwriter 210,000 Representative\nShares (or up to 241,500 Representative Shares if the underwriters’ over-allotment option is exercised in part or in full),\nupon the consummation of the IPO. These shares were registered in the registration statement on Form S-1 in connection with the IPO. In\nconnection with the IPO, the Company issued 210,000 Representative Shares to the underwriter with a fair value of $297,045.\nIn connection with the issuance and sales of the Option Units, the Company issued additional 31,500 Representative Shares to\nthe underwriter with a fair value of $44,557.\n\nThe underwriter has agreed not to transfer, assign\nor sell any Representative Shares until the completion of the Company’s initial Business Combination. In addition, the underwriter\nhas agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial\nBusiness Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the\nCompany fails to complete its initial Business Combination within the periods of time.\n\nThe Representative Shares are subject to a lock-up\nfor a period of 180 days immediately following the commencement of sales of this offering pursuant to FINRA Rule 5110(e)(1). Pursuant\nto this FINRA lock-up, these securities cannot be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging,\nshort sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period\nof 180 days from the commencement of sales of this offering except as permitted under FINRA Rule 5110(e)(2), including to any underwriter\nand selected dealer participating in the offering and their officers or partners, registered persons or affiliates. These securities have\nresale registration rights including three demand (one at the Company’s expense and two at the underwriter’s expense) and\nunlimited “piggy-back” rights at any time, and from time to time.\n\n**Note 7 — Shareholders’ Equity**\n\n**Preference Share**\n\nThe Company is authorized to issue 10,000,000 shares\nof preferred share, with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may\nbe determined from time to time by the Company’s board of directors. As of December 31, 2025 and 2024, there were no preference\nshares issued or outstanding.\n\n**Ordinary Share**\n\nThe Company is authorized to issue 490,000,000 ordinary\nshares, with a par value of $0.0001 per share.\n\nOn March 21, 2023, the Company issued one ordinary\nshare of a par value of $0.0001 to the Sponsor without consideration.\n\nOn July 26, 2024, the Sponsor\nacquired 1,725,000 Founder Shares (up to 225,000 of which are subject to forfeiture) at a price of\napproximately 0.0145 per share for an aggregate of $25,000 and surrendered one ordinary share. All share amounts have\nbeen retroactively restated to reflect this issuance. On August 2, 2024, Sponsor transferred (i) to each independent director\nnominee 20,000 Founder Shares, in the aggregate amount of 60,000 Founder Shares, and (ii) to Chief Financial\nOfficer, 10,000 Founder Shares, all at the original purchase price when the Sponsor acquired such shares. Those shares\nissuance and cancelation were considered as a recapitalization, which were recorded and presented retroactively. As a result of the\nunderwriters’ election to fully exercise their over-allotment option on November 19, 2024, no Founder Shares are currently\nsubject to forfeiture\n\nF-72\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\nAs of December 31, 2025 and 2024, there were 2,180,000\nordinary shares issued and outstanding, excluding 6,900,000 shares subject to possible redemption as of each respective date.\n\nShareholders of ordinary shares are entitled to\none vote for each share held on all matters to be voted on by shareholders. Unless specified in the Company’s amended and restated\nmemorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable share exchange rules,\nthe affirmative vote of a majority of the Company’s issued and outstanding ordinary shares that are voted at a shareholder meeting\n(in person or by proxy) is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions\nwill require a special resolution under Cayman Islands law and pursuant to the Company’s amended and restated memorandum and articles\nof association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving\na statutory merger or consolidation with another company.\n\nThe Company’s board of directors will be\ndivided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected\nin each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50%\nof the shares voted for the election of directors can elect all of the directors. The Company’s shareholders are entitled to receive\nratable dividends when, as and if declared by the board of directors out of funds legally available therefor.\n\n**Rights**\n\nAs of December 31, 2025 and 2024, there were 7,113,500\nrights outstanding, 6,900,000 of which are publicly traded. Among these, 213,500 rights were issued as part of 213,500 Private Units,\nwhich have not yet been separated.\n\nEach holder of a right will automatically receive\none-tenth (1/10) of one ordinary share upon consummation of the Company initial Business Combination, even if the holder of such right\nredeemed all ordinary shares held by it in connection with the initial Business Combination or an amendment to the Company’s amended\nand restated memorandum and articles of association with respect to our pre-business combination activities. In the event the Company\nwill not be the surviving company upon completion of its initial Business Combination, each right will automatically be converted to receive\nthe kind and amount of securities or properties of the surviving entity that each one-tenth of an ordinary share underlying each right\nis entitled to upon consummation of the Business Combination, subject to any dissenter rights under the applicable law. No additional\nconsideration will be required to be paid by a holder of rights in order to receive its additional ordinary shares upon consummation of\nan initial Business Combination. The shares issuable upon the conversion of the rights will be freely tradable (except to the extent held\nby the Company’s affiliates). If the Company enters into a definitive agreement for a Business Combination in which the Company\nwill not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration\nthe holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis.\n\nThe Company will not issue fractional shares in\nconnection with a conversion of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed\nin accordance with the applicable provisions of the Companies Act and any other applicable law. As a result, the holders hold rights in\nmultiples of ten in order to receive shares for all of your rights upon closing of a business combination. If the Company is unable to\ncomplete an initial business combination within the required time period and liquidate the funds held in the Trust Account, holders of\nrights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s\nassets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Additionally, in no event\nwill be required to net cash settle the rights. Accordingly, the rights may expire worthless.\n\nThe Company shall reserve such amount of its profits\nor share premium in order to pay up the par value of each share issuable in respect of the rights.\n\nF-73\n\n**Horizon Space Acquisition II Corp.**\n\n**Notes To Financial Statements**\n\n**Note 8 — Segment information**\n\nASC Topic 280, “Segment Reporting,”\nestablishes standards for companies to report in their financial statements information about operating segments, products, services,\ngeographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial\ninformation is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how\nto allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements\nto Reportable Segment Disclosures, in the accompanying financial statements using the retrospective method of adoption.\n\nThe Company’s chief operating decision maker\nhas been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole\nto make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company\nonly has one operating and reportable segment.\n\nWhen evaluating the Company’s performance\nand making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:\n\nFor the Year ended December 31, 2025\nFor the Year ended December 31, 2024\n\nProfessional services fee in connection with Business Combination\n$(737,134)\n$-\n\nOther formation and operating costs\n(343,390)\n(201,653)\n\nTotal formation and operating costs\n(1,080,524)\n(201,653)\n\nInterest earned on investment held in Trust Account\n2,889,530\n344,530\n\nNet income\n$1,809,006\n$142,877\n\nThe key measures of segment profit or loss reviewed\nby our CODM are interest earned on investment in Trust Account and formation and operating expenses. The CODM reviews interest earned\non investment in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the\nTrust Account funds while maintaining compliance with the trust agreement. Within formation and operating costs, the CODM specifically\nreviews professional service fees in connection with the business combination, which are a significant segment expense, and include legal\nfees, and advisory fees, as these represent significant costs affecting the Company’s consummation of the Business Combination.\nOther formation and operating costs, including accounting expenses, printing expenses, and regulatory filing fees, are reviewed in aggregate\nto ensure alignment with budget and contractual obligations. These expenses are monitored to manage and forecast cash available to complete\na business combination within the required period.\n\n**Note 9 — Subsequent Events**\n\nThe Company’s management reviewed all material\nevents that have occurred after the balance sheet date through the date when the financial statements were issued. Based on the review,\nexcept as extension deposit and Notes mentioned in note 1 and disclosed below, the Company did not identify any subsequent events that\nwould require adjustment or disclosure in the financial statements.\n\nOn May 9, 2025, the Company entered into a\nBusiness Combination Agreement with SL Science Holding Limited (“PubCo”), its wholly owned subsidiaries, and SL BIO\nLtd., pursuant to which a series of mergers will be effected resulting in the Company and SL BIO becoming wholly owned subsidiaries\nof PubCo, and the Company’s shareholders receiving PubCo ordinary shares. In connection with the Business Combination, on\nMarch 24, 2026, PubCo entered into subscription agreements with certain investors for a private placement (the “PIPE\nFinancing”) of 780,000 units at $10.00 per unit for aggregate gross proceeds of $7,800,000. Each unit consists of one PubCo\nordinary share and one preferred share, with each preferred share convertible into one-third of one PubCo ordinary share six months\nfollowing the closing of the Business Combination.\n\nIn connection with the Business Combination EGM on February 13, 2026,\nan aggregate of 3,219,311 ordinary shares of HSPT were redeemed for $34,221,276 on March 17, 2026. In addition, in connection with the\nBusiness Combination EGM on February 12, 2026, 3,502,404 ordinary shares of HSPT were submitted for redemption, which will be redeemed\nupon and following the consummation of the Business Combination.\n\nFrom January through March 2026, the\nSponsor advanced an aggregate of $210,000 to the Company to fund working capital and operating expenses.\n\nOn June 12, 2026, the Company consummated the\nBusiness Combination with SLBio ursuant to the Business Combination Agreement. Upon Completion of the Business Combination, the Company\nbecame a wholly owned subsidiary of PubCo.\n\nF-74"}