HZAC.U / Horizon Acquisition Corporation Units, each consisting of one Class A ordinary share and one-third o - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

HZAC / Horizon Acquisition Corp / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) HORIZON ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G46049105 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39465 HORIZON ACQUISITION CORPORATION (Exact name of registrant as speci

HZAC / Horizon Acquisition Corp / Horizon Sponsor, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Horizon Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G46049105 (CUSIP Number) Duncan Bagshaw Eldridge Industries, LLC 600 Steamboat Road Greenwich, CT 06830 203-298-5300 (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39465 HORIZON ACQUISITION CORPORATION THE NEW YORK STOCK EXCHANGE (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or regis

Horizon Acquisition Corp. Shareholders Approve Business Combination with Vivid Seats Inc.

Exhibit 99.1 Horizon Acquisition Corp. Shareholders Approve Business Combination with Vivid Seats Inc. NEW YORK, New York -October 15, 2021- Horizon Acquisition Corporation (NYSE:HZAC) (?Horizon?), a publicly traded special purpose acquisition company, announced today that in an extraordinary general meeting on October 14, 2021, its shareholders voted to approve its proposed business combination (

Horizon Acquisition Corp. Shareholders Approve Business Combination with Vivid Seats Inc.

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Horizon Acquisition Corp. Shareholders Approve Business Combination with Vivid Seats Inc. NEW YORK, New York -October 15, 2021- Horizon Acquisition Corporati

Horizon Acquisition Corp. Shareholders Approve Business Combination with Vivid Seats Inc.

Exhibit 99.1 Horizon Acquisition Corp. Shareholders Approve Business Combination with Vivid Seats Inc. NEW YORK, New York -October 15, 2021- Horizon Acquisition Corporation (NYSE:HZAC) (?Horizon?), a publicly traded special purpose acquisition company, announced today that in an extraordinary general meeting on October 14, 2021, its shareholders voted to approve its proposed business combination (

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 14, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 14, 2021 HORIZON ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 14, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 14, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Horizon Acquisition Corp. Announces PIPE Investment by DraftKings

Exhibit 99.1 Horizon Acquisition Corp. Announces PIPE Investment by DraftKings NEW YORK, New York ? October 14, 2021 ? Horizon Acquisition Corp. (NYSE: HZAC) (?Horizon? or the ?Company?) announced today that Eldridge Industries, LLC (?Eldridge?), an affiliate of Horizon?s sponsor, Horizon Sponsor, LLC, has entered into an agreement with DraftKings (NASDAQ: DKNG) to make a private placement PIPE in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 14, 2021 HORIZON ACQUISITIO

425 1 tm2129776d2425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 14, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other

Horizon Acquisition Corp. Announces PIPE Investment by DraftKings

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Horizon Acquisition Corp. Announces PIPE Investment by DraftKings NEW YORK, New York ? October 14, 2021 ? Horizon Acquisition Corp. (NYSE: HZAC) (?Horizon? o

Horizon Acquisition Corp. Announces PIPE Investment by DraftKings

Exhibit 99.1 Horizon Acquisition Corp. Announces PIPE Investment by DraftKings NEW YORK, New York ? October 14, 2021 ? Horizon Acquisition Corp. (NYSE: HZAC) (?Horizon? or the ?Company?) announced today that Eldridge Industries, LLC (?Eldridge?), an affiliate of Horizon?s sponsor, Horizon Sponsor, LLC, has entered into an agreement with DraftKings (NASDAQ: DKNG) to make a private placement PIPE in

Horizon Acquisition Corp. Announces Delisting of its Securities Effective and Conditional Upon Consummation of its Pending Business Combination with Vivid Seats Inc. Business Combination remains subject to satisfaction of customary closing conditions

Exhibit 99.1 Horizon Acquisition Corp. Announces Delisting of its Securities Effective and Conditional Upon Consummation of its Pending Business Combination with Vivid Seats Inc. Business Combination remains subject to satisfaction of customary closing conditions, including approval of Horizon shareholders New York, New York, October 8, 2021?Horizon Acquisition Corp. (NYSE: HZAC) (?Horizon? or the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 8, 2021 HORIZON ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 8, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Horizon Acquisition Corp. Announces Delisting of its Securities Effective and Conditional Upon Consummation of its Pending Business Combination with Vivid Seats Inc. Business Combination remains subject to satisfaction of customary closing conditions

Exhibit 99.1 Horizon Acquisition Corp. Announces Delisting of its Securities Effective and Conditional Upon Consummation of its Pending Business Combination with Vivid Seats Inc. Business Combination remains subject to satisfaction of customary closing conditions, including approval of Horizon shareholders New York, New York, October 8, 2021?Horizon Acquisition Corp. (NYSE: HZAC) (?Horizon? or the

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 8, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 7, 2021 HORIZON ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 7, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorporatio

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 7, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorporatio

HZAC – Vivid Seats Update

Filed by Horizon Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.

Horizon Acquisition Corporation and Vivid Seats Announce Effectiveness of Registration Statement in Connection with Proposed Business Combination Special Meeting Date Set For October 14, 2021

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Horizon Acquisition Corporation and Vivid Seats Announce Effectiveness of Registration Statement in Connection with Proposed Business Combination Special Mee

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use

Vivid Seats to Participate in Goldman Sachs 30th Annual Communicopia Conference

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Vivid Seats to Participate in Goldman Sachs 30th Annual Communicopia Conference CHICAGO, IL ? September 15, 2021 ? Vivid Seats Inc. (?Vivid Seats? or the ?Co

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2021 HORIZON

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of in

Filed by Vivid Seats Inc. pursuant to

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Analyst Day Presentation: Vivid Seats (Nasdaq: SEAT) September 8, 2021 Disclaimer This confidential presentation (the ?presentation?) is being delivered to y

Vivid Seats to Participate in Benchmark’s 8th Annual Virtual Consumer/Media/Entertainment Conference

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Vivid Seats to Participate in Benchmark?s 8th Annual Virtual Consumer/Media/Entertainment Conference CHICAGO ? September 03, 2021 ? Vivid Seats Inc. (?Vivid

Vivid Seats Strengthens Leadership Team Key Appointments Include Chief Operating Officer, Chief Marketing Officer and General Counsel

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Vivid Seats Strengthens Leadership Team Key Appointments Include Chief Operating Officer, Chief Marketing Officer and General Counsel CHICAGO, IL ? August 31

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Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Cheddar TV Opening Bell August 20, 2021 Welcome back to Cheddar’s Opening Bell everyone online ticket marketplace Vivid Seats return to profitability in Q2 a

Vivid Seats Announces Second Quarter 2021 Results

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Vivid Seats Announces Second Quarter 2021 Results CHICAGO, IL – August 16, 2021 – Vivid Seats Inc. (“Vivid Seats” or the “Company”), a leading marketplace th

Vivid Seats Announces Post-Merger Public Company Board of Directors Nominees Bring Strong Public Company Experience Ahead of Merger Completion David Donnini to Become Chairman of the Board

425 1 tm2125244d2425.htm 425 Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Vivid Seats Announces Post-Merger Public Company Board of Directors Nominees Bring Strong Public Company Experience Ahead of Mer

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 HORIZON A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of inco

Vivid Seats to Participate in Canaccord Genuity’s 41st Annual Growth Conference

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Vivid Seats to Participate in Canaccord Genuity?s 41st Annual Growth Conference CHICAGO, IL ? August 05, 2021 ? Vivid Seats Inc. (?Vivid Seats? or ?the Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Vivid Seats Launches Strategic Rebrand Along with New and Improved Rewards Program Leading live events marketplace kicks off new loyalty program with a “Surprise & Delight” party for loyal customers during Chicago’s premier music festival weekend

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Vivid Seats Launches Strategic Rebrand Along with New and Improved Rewards Program Leading live events marketplace kicks off new loyalty program with a ?Surp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2021 HORIZON ACQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorp

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorp

Filed by Vivid Seats Inc. pursuant to

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Bloomberg Quicktake: Take the Lead Live shows in the age of Covid-19 July 19, 2021 Scarlet Fu: Millions of live entertainment fans are eager to move past the

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 HORIZON ACQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorp

Vivid Seats to Attend the 49th Annual Cowen Technology, Media & Telecom Virtual Conference

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Vivid Seats to Attend the 49th Annual Cowen Technology, Media & Telecom Virtual Conference CHICAGO, IL, June 1, 2021 ? Vivid Seats Inc. (?Vivid Seats? or ?th

Vivid Seats Releases First Quarter 2021 Update

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Vivid Seats Releases First Quarter 2021 Update CHICAGO, IL May 28, 2021 ? Vivid Seats Inc. (?Vivid Seats? or ?the Company?), a leading marketplace that utili

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HORIZON ACQUISITION CORP. (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39465 SEC FILE NUMBER G46049 105 G46049 113 G46049 121 CUSIP NUMBER (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q and Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Rep

Vivid Seats to Present at the 16th Annual Needham Virtual Technology & Media Conference

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Vivid Seats to Present at the 16th Annual Needham Virtual Technology & Media Conference CHICAGO, IL, May 13, 2021 ? Vivid Seats Inc. (?Vivid Seats? or ?the C

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from June 12, 2020 through December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HORIZON ACQUISI

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2021 (May 3, 2021) HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 333-240313 98-1545465 (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Horizon Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Horizon Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G46049105 (CUSIP Number) Duncan Bagshaw Eldridge Industries, LLC 600 Steamboat Road Greenwich, CT 06830 203-298-5300 (N

Sponsor Agreement, dated April 21, 2021, by and among Horizon Acquisition Corporation, Horizon Sponsor, LLC and Hoya Topco, LLC (incorporated by reference to Exhibit 10.2 to the amendment to the Current Report filed on Form 8-K/A by the Issuer with the SEC on April 26, 2021).

Exhibit 10.2 Execution Version SPONSOR AGREEMENT April 21, 2021 Horizon Acquisition Corporation 600 Steamboat Road, Suite 200 Greenwich, Connecticut 06830 and Hoya Topco, LLC 111 N. Canal Street, Suite 800 Chicago, IL 60606 Ladies and Gentlemen: Reference is made to that certain Transaction Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to ti

Transaction Agreement, dated as of April 21, 2021, by and among Horizon Acquisition Corporation, Horizon Sponsor, LLC, Hoya Topco, LLC, Hoya Intermediate, LLC and Vivid Seats Inc.

Exhibit 2.1 Execution Version TRANSACTION AGREEMENT by and among HORIZON ACQUISITION CORPORATION, HORIZON SPONSOR, LLC, HOYA TOPCO, LLC, HOYA INTERMEDIATE, LLC AND VIVID SEATS INC. dated as of April 21, 2021 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS Section 1.1 Definitions 7 Section 1.2 Construction 22 Section 1.3 Knowledge 23 Article II TRANSACTIONS; CLOSING Section 2.1 Pre-Closing Res

Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1524224 (State or other j

Exchange Agreement, dated as of April 21, 2021, by and among Horizon Acquisition Corporation and Horizon Sponsor, LLC.

Exhibit 10.1 [Execution Version] EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Agreement?) is made and entered into as of April 21, 2021, by and between Horizon Sponsor, LLC, a Delaware limited liability company (?Sponsor?) and Horizon Acquisition Corporation, a Cayman Islands exempted company (?Horizon?). WHEREAS, the parties to that certain Transaction Agreement, dated as of April 21, 2021 (

Transaction Agreement, dated April 21, 2021, by and among Horizon Acquisition Corporation, Horizon Sponsor, LLC, Hoya Topco, LLC, Hoya Intermediate, LLC and Vivid Seats Inc. (incorporated by reference to Exhibit 2.1 to the amendment to the Current Report filed on Form 8-K/A by the Issuer with the SEC on April 26, 2021).

Exhibit 2.1 Execution Version TRANSACTION AGREEMENT by and among HORIZON ACQUISITION CORPORATION, HORIZON SPONSOR, LLC, HOYA TOPCO, LLC, HOYA INTERMEDIATE, LLC AND VIVID SEATS INC. dated as of April 21, 2021 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS Section 1.1 Definitions 7 Section 1.2 Construction 22 Section 1.3 Knowledge 23 Article II TRANSACTIONS; CLOSING Section 2.1 Pre-Closing Res

Form of Subscription Agreement.

Exhibit 10.3 SUBSCRIPTION AGREEMENT Horizon Acquisition Corp. 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and among Horizon Acquisition Corp., a Cayman Islands exempted company (?Horizon?), Vivid Seats Inc., a Delaware corporation (

Form of Subscription Agreement.

Exhibit 10.3 SUBSCRIPTION AGREEMENT Horizon Acquisition Corp. 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and among Horizon Acquisition Corp., a Cayman Islands exempted company (?Horizon?), Vivid Seats Inc., a Delaware corporation (

Sponsor Agreement, dated as of April 21, 2021, by and among Horizon Sponsor, LLC, Horizon Acquisition Corporation and Hoya Topco, LLC.

Exhibit 10.2 Execution Version SPONSOR AGREEMENT April 21, 2021 Horizon Acquisition Corporation 600 Steamboat Road, Suite 200 Greenwich, Connecticut 06830 and Hoya Topco, LLC 111 N. Canal Street, Suite 800 Chicago, IL 60606 Ladies and Gentlemen: Reference is made to that certain Transaction Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to ti

Form of Stockholders’ Agreement.

Exhibit 10.4 Final STOCKHOLDERS? AGREEMENT This Stockholders? Agreement (this ?Agreement?) is made as of [ ? ], by and among: (i) Vivid Seats Inc., a Delaware corporation (the ?Company?); (ii) Hoya Topco, LLC, a Delaware limited liability company (?Topco?); and (iii) Horizon Sponsor, LLC, a Delaware limited liability company (?Horizon? and, together with Topco, each a ?Voting Party? and together t

Exchange Agreement, dated April 21, 2021, by and between Horizon Acquisition Corporation and Horizon Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the amendment to the Current Report filed on Form 8-K/A by the Issuer with the SEC on April 26, 2021).

Exhibit 10.1 [Execution Version] EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Agreement?) is made and entered into as of April 21, 2021, by and between Horizon Sponsor, LLC, a Delaware limited liability company (?Sponsor?) and Horizon Acquisition Corporation, a Cayman Islands exempted company (?Horizon?). WHEREAS, the parties to that certain Transaction Agreement, dated as of April 21, 2021 (

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1524224 (State or other j

Form of Stockholders’ Agreement.

Exhibit 10.4 Final STOCKHOLDERS? AGREEMENT This Stockholders? Agreement (this ?Agreement?) is made as of [ ? ], by and among: (i) Vivid Seats Inc., a Delaware corporation (the ?Company?); (ii) Hoya Topco, LLC, a Delaware limited liability company (?Topco?); and (iii) Horizon Sponsor, LLC, a Delaware limited liability company (?Horizon? and, together with Topco, each a ?Voting Party? and together t

Merger Prospectus - 425

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 https://www.linkedin.com/feed/update/urn:li:activity:6791738564951519232/ IMPORTANT LEGAL INFORMATION Additional Information about the Business Combination a

Merger Prospectus - 425

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 CNBC ?Closing Bell? Online ticket marketplace Vivid Seats set to go public via SPAC with Horizon Acquisition Corp. April 22, 2021 Online ticket marketplace V

Merger Prospectus - 425

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Horizon Acquisition Corporation and Vivid Seats Conference Call April 22, 2021 C: Todd Boehly; Eldridge and Horizon Acquisition Corporation; CEO C: Stan Chia

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1524224 (State or other jurisdiction of incor

Vivid Seats, A Leading Concert, Sports And Theater Ticket Marketplace, To Become A Publicly-Listed Company Via Merger With Horizon Acquisition Corporation

Exhibit 99.1 Vivid Seats, A Leading Concert, Sports And Theater Ticket Marketplace, To Become A Publicly-Listed Company Via Merger With Horizon Acquisition Corporation ? Vivid Seats has entered into a definitive merger agreement with Horizon Acquisition Corporation (?Horizon?) (NYSE: HZAC) ? Vivid Seats is a leading marketplace that utilizes its powerful technology platform to connect millions of

Merger Prospectus - 425

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 From: Alexia Caulk Sent: Thursday, April 22, 2021 8:41 AM To: Ryan & Addison Subject: TFS Communications Hi Ryan, Addison, I am proud to share that today, we

Investor Presentation.

Exhibit 99.2 Investor April 2021 Presentation Disclaimer This confidential presentation (the ?presentation?) is being delivered to you by Horizon Acquisition Corporation (?Horizon?) and Hoya Intermediate, LLC, an indirect parent of Vivid Seats L.L.C. (?Vivid Seats?) for use by Vivid Seats and Horizon in connection with their proposed business combination and the offering of the securities of the p

Investor Presentation.

Exhibit 99.2 Investor April 2021 Presentation Disclaimer This confidential presentation (the ?presentation?) is being delivered to you by Horizon Acquisition Corporation (?Horizon?) and Hoya Intermediate, LLC, an indirect parent of Vivid Seats L.L.C. (?Vivid Seats?) for use by Vivid Seats and Horizon in connection with their proposed business combination and the offering of the securities of the p

Merger Prospectus - 425

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Public Company FAQs 1. What has Vivid Seats announced? ? Vivid Seats announced that it will become a publicly-traded company. We are doing this by combining

Vivid Seats, A Leading Concert, Sports And Theater Ticket Marketplace, To Become A Publicly-Listed Company Via Merger With Horizon Acquisition Corporation

Exhibit 99.1 Vivid Seats, A Leading Concert, Sports And Theater Ticket Marketplace, To Become A Publicly-Listed Company Via Merger With Horizon Acquisition Corporation ? Vivid Seats has entered into a definitive merger agreement with Horizon Acquisition Corporation (?Horizon?) (NYSE: HZAC) ? Vivid Seats is a leading marketplace that utilizes its powerful technology platform to connect millions of

Merger Prospectus - 425

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Wall Street Journal Eldridge-Backed SPAC Scoops Up Ticket Reseller Vivid Seats April 22, 2021 By Ted Bunker LINK A blank-check company backed by private inve

Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1524224 (State or other jurisdiction of incor

Merger Prospectus - 425

Filed by Vivid Seats Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation Commission File No.: 001-39465 Vivid Seats Team - I am excited to share the news about an important milestone for our company. Today, we announced that Vivid Seats will become a public com

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from June 12, 2020 through December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HORIZON ACQUISITION CORP. (Exact na

Description of Securities*

Exhibit 4.2 HORIZON ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Horizon Acquisition Corp. is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Horizon Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (T

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Horizon Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G46049121 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) HORIZON ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Ti

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) HORIZON ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G46049105 (CUSIP Number) DECEMBER 31, 2020 (Date of event which requires filing of this statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Horizon Acquisition Corporation (Exact name of reg

Horizon Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing October 12, 2020

Exhibit 99.1 Horizon Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing October 12, 2020 New York, New York, October 9, 2020—Horizon Acquisition Corporation (NYSE: HZAC.U) (the “Company”) announced that, commencing October 12, 2020, holders of the units sold in the Company’s initial public offering of 54,398,433 units, completed on August

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2020 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1524224 (State or other jurisdiction of inco

Joint Filing Agreement, dated as of September 11, 2020.

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Horizon Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G46049121 (CUSIP Number) Duncan Bagshaw Eldridge Industries, LLC 600 Steamboat Road Greenwich, CT 06830 203-298-5300 (Name, A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Horizon Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Ti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Horizon Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G46049121 (CUSIP Number) August 25, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box

JOINT FILING AGREEMENT

Page 10 of 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A ordinary shares of Horizon Acquisition Corporation dated as of August 25, 2020 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HORIZON ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HORIZON ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G46049121** (CUSIP Number) AUGUST 21, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate th

HORIZON ACQUISITION CORPORATION

Exhibit 99.1 HORIZON ACQUISITION CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Horizon Acquisition Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of Horizon Acquisition Corpora

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2020 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1524224 (State or other jurisdiction of inco

Investment Management Trust Agreement, dated August 25, 2020, between Continental Stock Transfer & Trust Company and Horizon Acquisition Corporation (incorporated by reference to Exhibit 10.2 to Horizon Acquisition Corporation’s Form 8-K, filed with the SEC on August 26, 2020).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 25, 2020 by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, F

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2020 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of inco

Private Placement Warrants Purchase Agreement, dated August 20, 2020, between Horizon Acquisition Corporation and Horizon Sponsor, LLC (incorporated by reference to Exhibit 10.1 to Horizon Acquisition Corporation’s Form 8-K, filed with the SEC on August 26, 2020).

Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 20, 2020, is entered into by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Horizon Sponsor, LLC, a Delaware limi

Letter Agreement, dated August 20, 2020, by and between Horizon Acquisition Corporation, its officers and directors and Horizon Sponsor, LLC (incorporated by reference to Exhibit 10.4 to Horizon Acquisition Corporation’s Form 8-K, filed with the SEC on August 26, 2020).

Exhibit 10.4 August 20, 2020 Horizon Acquisition Corporation 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Horizon Acquisition Corporation, a Cayman Islands exempted company (the

Underwriting Agreement between the Company and Credit Suisse Securities (USA) LLC

Exhibit 1.1 Execution Version 50,000,000 Units Horizon Acquisition Corporation UNDERWRITING AGREEMENT August 20, 2020 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As Representative of the several Underwriters listed in Schedule I to the Agreement Ladies and Gentlemen: 1. Introductory. Horizon Acquisition Corporation, a Cayman Islands exempted company (the

Registration and Shareholder Rights Agreement, dated August 25, 2020, between Horizon Acquisition Corporation and Horizon Sponsor, LLC (incorporated by reference to Exhibit 10.3 to CF Finance Acquisition Corp.’s Form 8-K, filed with the SEC on August 26, 2020).

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2020, is made and entered into by and among Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Horizon Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter beco

Administrative Support Agreement, dated August 20, 2020, by and between Horizon Acquisition Corporation and Horizon Sponsor, LLC (incorporated by reference to Exhibit 10.5 to Horizon Acquisition Corporation’s Form 8-K, filed with the SEC on August 26, 2020).

Exhibit 10.5 HORIZON ACQUISITION CORPORATION 600 Steamboat Road, Suite 200 Greenwich, CT 06830 August 20, 2020 Horizon Sponsor, LLC 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Horizon Acquisition Corporation (the “Company”) and Horizon Sponsor, LLC (“Sponsor”), dated as of the date hereof, will co

Warrant Agreement, dated August 25, 2020, between Continental Stock Transfer & Trust Company and Horizon Acquisition Corporation (incorporated by reference to Exhibit 4.1 to Horizon Acquisition Corporation’s Form 8-K, filed with the SEC on August 26, 2020).

Exhibit 4.1 WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 25, 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated August 20, 2020, is by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such cap

Amended and Restated Memorandum and Articles of Association of Horizon Acquisition Corporation (incorporated by reference to Exhibit 3.1 to Horizon Acquisition Corporation’s Form 8-K, filed with the SEC on August 26, 2020).

Exhibit 3.1 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HORIZON ACQUISITION CORPORATION (adopted by special resolution dated August 20, 2020 and effective on august 20, 2020) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIA

Horizon Acquisition Corporation $500,000,000 50,000,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-240313 PROSPECTUS Horizon Acquisition Corporation $500,000,000 50,000,000 Units Horizon Acquisition Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganizatio

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HORIZON ACQUISITION CORPORATION (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1545465 (State of incorporation or organization) (I.

Specimen Ordinary Share Certificate.

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES HORIZON ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF HORIZON ACQUISITION CORPORATION (THE “COMPANY”) su

- S-1/A

Filed with the U.S. Securities and Exchange Commission on August 11, 2020 under the Securities Act of 1933, as amended. Registration No. 333-240313 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Horizon Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Is

Specimen Unit Certificate.

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Horizon Acquisition Corporation CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordina

Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HORIZON ACQUISITION CORPORATION (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HORIZON AC

Memorandum and Articles of Association.

Exhibit 3.1 EXEMPTED Company Registered and filed as No. 363413 On 12-Jun-2020 Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF EAC HOLDINGS INC. EXEMPTED Company Registered and filed as No. 363413 On 12-Jun-2020 Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED

Promissory Note issued to Horizon Sponsor, LLC.

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Securities Subscription Agreement between Horizon Sponsor, LLC and the Registrant

Exhibit 10.7 EAC Holdings Inc. 600 Steamboat Road, Suite 200 Greenwich, CT 06830 June 18, 2020 EACS, LLC 600 Steamboat Road, Suite 200 Greenwich, CT 06830 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on June 18, 2020 by and between EACS, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and EAC Holdings Inc., a Cayman Islan

Form of Indemnity Agreement.

Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequa

Form of Underwriting Agreement.

Exhibit 1.1 50,000,000 Units Horizon Acquisition Corporation UNDERWRITING AGREEMENT [•], 2020 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As Representative of the several Underwriters listed in Schedule I to the Agreement Ladies and Gentlemen: 1. Introductory. Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), agrees with

Form of Administrative Services Agreement between the Registrant and Horizon Sponsor, LLC.

Exhibit 10.8 HORIZON ACQUISITION CORPORATION 600 Steamboat Road, Suite 200 Greenwich, CT 06830 [●], 2020 Horizon Sponsor, LLC 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Horizon Acquisition Corporation (the “Company”) and Horizon Sponsor, LLC (“Sponsor”), dated as of the date hereof, will confirm

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No

Form of Private Placement Warrants Purchase Agreement among the Registrant and Horizon Sponsor, LLC.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2020, is entered into by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Horizon Sponsor, LLC, a Delaware limited li

Specimen Warrant Certificate.

Exhibit 4.3 [Form of Warrant Certificate] [Reverse] The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [ ] Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2020 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer

Form of Registration and Shareholder Rights Agreement among the Registrant, Horizon Sponsor, LLC and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Horizon Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a

Form of Letter Agreement among the Registrant, Horizon Sponsor, LLC and each of the officers and directors of the Registrant.

Exhibit 10.1 [●], 2020 Horizon Acquisition Corporation 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Compa

Consent of Safwan Shah

EX-99.2 4 tm2025001d3ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF SAFWAN SHAH Horizon Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amend

Consent of Michele Trogni

Exhibit 99.3 CONSENT OF MICHELE TROGNI Horizon Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bei

Power of Attorney (included in the signature page to the initial filing of this Registration Statement).*

TABLE OF CONTENTS Filed with the U.S. Securities and Exchange Commission on August 3, 2020 under the Securities Act of 1933, as amended. Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Horizon Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islan

Consent of Haroon Mokhtarzada

EX-99.1 3 tm2025001d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONSENT OF HAROON MOKHTARZADA Horizon Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, a

-

TABLE OF CONTENTS This is a confidential draft submission to the U.S. Securities and Exchange Commission on July 17, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Horizon Acquisition Corporation (Exact name o