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                                                            November 1, 2024

Mingyu (Michael) Li
Chief Executive Officer
Horizon Space Acquisition II Corp.
1412 Broadway
21st Floor, Suite 21V
New York, NY 10018

       Re: Horizon Space Acquisition II Corp.
           Registration Statement on Form S-1
           Filed October 21, 2024
           File No. 333-282758
Dear Mingyu (Michael) Li:

       We have reviewed your registration statement and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Form S-1 filed October 21, 2024
Cover Page

1.     Given the significant oversight and discretion of the government of the
People   s
       Republic of China (PRC) over the operations of your business, please
describe any
       material impact that intervention or control by the PRC government has
or may have
       on your business or on the value of your securities. We remind you that,
pursuant to
       federal securities rules, the term    control    (including the terms
controlling,
          controlled by,    and    under common control with   ) means    the
possession, direct or
       indirect, of the power to direct or cause the direction of the
management and policies
       of a person, whether through the ownership of voting securities, by
contract, or
       otherwise.    In this regard, please revise as follows:
           remove your reference to "extreme cases" on the cover page, page 17,
and page 73
           when describing situations when the value of your securities may
decline or
 November 1, 2024
Page 2

           become worthless; and
             remove the phrase "to further regulatory, political and societal
goals" on the cover
           page, page 17 and page 73.
Prospectus Summary, page 8

2.     Please revise the table on pages 8 and 110 to include the anti-dilution
adjustment of
       the founder shares. Please also revise the disclosures outside of the
table on page 8 to
       describe the extent to which the compensation received or to be received
or securities
       issued or to be issued to your sponsor and its affiliates, may result in
a material
       dilution of the purchasers' equity interests. For example, revise the
disclosure outside
       of the table to describe the extent to which conversion of the extension
convertible
       notes, working capital notes, and the issuance of the private units may
result in a
       material dilution of the purchasers' equity interests. See Items
1602(b)(6) and
       1603(a)(6) of Regulation S-K.
Item 16. Exhibits and Financial Statement Schedules, page II-2

3.     The trust account termination letter attached as Exhibit A to Exhibit
10.2, the
       Investment Management Trust Agreement, states that    [o]n the
Consummation Date
       (i) counsel for the Company shall deliver to you written notification
that the Business
       Combination has been consummated, or will be consummated substantially,
       concurrently with your transfer of funds   ." Nasdaq Listing Rule
IM-5101-2 states
       that    [a]t least 90% of the gross proceeds . . . must be deposited in
a trust account
       maintained by an independent trustee.    It is unclear how the release
of funds earlier
       than the consummation of the initial business combination would comport
with this
       listing standard. Please revise your disclosure for consistency with the
Nasdaq listing
       rules.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 November 1, 2024
Page 3

       Please contact Jee Yeon Ahn at 202-551-3673 or Ben Phippen at
202-551-3697 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Madeleine Joy Mateo at 202-551-3465 or Susan Block at 202-551-3210 with
any
other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Finance
cc:   Er (Arila) Zhou, Esq.
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