Mingyu (Michael) Li

About Mingyu (Michael) Li

Mingyu (Michael) Li is 41 and serves as HSPO’s Chief Executive Officer, Chief Financial Officer, Director, and Chairman of the Board; his background spans investment banking, private equity, and SPAC leadership, with an MBA in Finance from Cheung Kong Graduate School of Business (2012) and a Bachelor of Law from Hebei University (2007) . HSPO is a SPAC with no operating revenues; therefore TSR, revenue growth, and EBITDA growth for his tenure are not disclosed or applicable to HSPO’s pre‑combination phase .

Past Roles

External Roles

Fixed Compensation

• HSPO discloses no cash compensation paid to officers prior to completion of a business combination; independent directors received founder shares, but no cash fees are disclosed .
• No base salary, target bonus, or perquisites for Mr. Li are disclosed by HSPO for the pre‑combination period .

Performance Compensation

• Not disclosed/applicable: HSPO reports no executive equity awards (RSUs/PSUs/options), performance metrics, or payouts for Mr. Li in the pre‑combination phase; the company is a SPAC with no operating revenues .

Equity Ownership & Alignment

• Mr. Li beneficially owns 2,092,750 shares (via the Sponsor), representing approximately 50.20% of HSPO’s outstanding ordinary shares; he is the sole member and director of the Sponsor, with sole voting and investment discretion over Sponsor-held shares .

Additional alignment and restrictions:

• Sponsor lock-up contemplated in the Business Combination Agreement: 50% of lock‑up shares release 6 months post‑closing or earlier upon 20 of 30 trading days ≥$12.50; remaining 50% at 6 months post‑closing .
• No pledging or hedging disclosures for Mr. Li’s holdings were found; ownership guidelines not disclosed .

Employment Terms

• Employment agreement, severance, and change‑of‑control terms for Mr. Li are not disclosed in HSPO filings; SPACs typically defer executive compensation frameworks until post‑combination .
• Clawback policy: adopted Nov 28, 2023; compensation committee may require reimbursement of erroneously awarded compensation if financial results are restated due to misconduct .
• Related-party financing and potential conflicts:
  • Working capital loans: Sponsor provided $1,000,000 via three notes (Apr 12, 2024; Oct 8, 2024; Feb 5, 2025), convertible at $10 per unit, no interest; payable at business combination or term expiry .
  • Extension fees/notes: As of Mar 28, 2025, $1,320,000 deposited (Sponsor $70,000; Squirrel entities $1,250,000); notes bear no interest, payable at combination or term expiry . By Oct 14, 2025, total extension fees reached $2,160,000 (Sponsor $190,000; Squirrel $1,970,000) .
• Regulatory constraints and risks:
  • CFIUS: Mr. Li is not a U.S. person and controls ~50.20% via Sponsor; potential CFIUS review could limit certain U.S. targets or delay/block combinations .
  • Nasdaq IM‑5101‑2: must complete a business combination within 36 months of IPO (Dec 21, 2025), otherwise immediate suspension/delisting risk; a Hearings Panel cannot waive the 36‑month rule except for factual error .

Board Governance

• Board classification and term: three classes; Mr. Li serves in Class III (term expiring at the 2026 annual general meeting) .
• Committees: Audit and Compensation committees comprised solely of independent directors; HSPO, as a “controlled company,” does not maintain a nominating/governance committee .
• Dual-role implications:
  • Mr. Li is CEO, CFO, Chairman, and controlling shareholder via Sponsor (~50.20%), raising independence concerns and heightening potential conflicts in target selection and transaction terms .
  • HSPO acknowledges insider interests conflict risk in extension proposals and business combination processes; insiders are expected to vote in favor of extensions/business combinations .

Director Compensation

• Independent directors were granted founder shares; no cash retainers or meeting fees disclosed pre‑combination . | Director | Founder Shares | |---|---| | Angel Colon | 9,000 | | Mark Singh | 5,000 | | Rodolfo Jose Gonzalez Caceres | 4,000 |

Related Party Transactions

• Sponsor Working Capital Notes: three notes totaling $1,000,000; convertible into private units at $10; no interest; payable at business combination or term expiry .
• Extension Notes: multiple notes for monthly extensions deposited into Trust; aggregate $1,320,000 through Mar 28, 2025 and $2,160,000 through Oct 14, 2025; notes bear no interest and may be repaid at combination or term expiry; sponsor has conversion rights on its extension notes .
• Underwriting amendment: deferred underwriting commission ($2,415,000) to convert into 805,000 ordinary shares at $3.00 per share immediately prior to combination, with registration rights; approved Sept 29, 2025 .

Risk Indicators & Red Flags

• Concentrated control and dual roles (CEO/CFO/Chairman + 50.20% ownership via Sponsor) elevate governance and independence risks .
• CFIUS and PRC regulatory risks due to significant ties to China; potential approvals and filings could delay or block combinations involving PRC operations .
• Nasdaq 36‑month deadline with immediate suspension/delisting for non‑compliance adds time pressure that could influence deal decision quality .
• Investment company rule risk if prolonged trust investment in U.S. Treasuries leads to investment company classification; possible forced liquidation .

Investment Implications

• Alignment: Mr. Li’s 50.20% beneficial ownership via the Sponsor tightly aligns him with completion of a business combination and unlocking founder/sponsor equity, but also concentrates control and raises independence risk in target selection and deal terms .
• Liquidity/insider selling pressure: Post‑combination sponsor lock‑up permits partial early release if trading sustains ≥$12.50; watch for unlock triggers and any conversions of sponsor notes to equity increasing float and supply .
• Regulatory execution risk: CFIUS and PRC filing/approval dynamics, plus Nasdaq’s 36‑month deadline, create a compressed window that can force decisions; target quality and regulatory feasibility should be prioritized in diligence .
• Pre‑combination comp low/undisclosed: Limited disclosed cash/equity compensation suggests primary incentives are founder/sponsor economics; monitor the post‑combination compensation framework and performance metrics to assess pay‑for‑performance alignment .

Note: HSPO is a SPAC with pre‑combination disclosures; items such as base salary, target bonus, option grants, vesting schedules, severance, change‑of‑control terms, and say‑on‑pay are not disclosed/applicable at this stage and are expected to be defined post‑business combination .