Mga Batayang Estadistika
| CIK | 1821788 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Horizon Acquisition Corporation II Units, each consisting of one Class A ordinary share and one-thir
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| May 8, 2023 |
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 No. 001-39631 Horizon Acquisition Corporation II (Exact name of registrant as speci |
|
| April 26, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 08, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
|
| April 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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 I |
|
| April 14, 2023 |
Exhibit 10.8 Execution Version FIRST AMENDMENT TO THE ELDRIDGE BACK-STOP LETTER AGREEMENT This FIRST AMENDMENT (this “Amendment”) to the Eldridge Back-Stop Letter Agreement (the “Back-Stop Letter”), dated as of October 11, 2022, by and between Flexjet, Inc., a Delaware corporation (“Flexjet”), and Eldridge Industries, LLC, a Delaware limited liability company (the “Eldridge”), is entered into as o |
|
| April 11, 2023 |
Exhibit 10.1 TERMINATION AGREEMENT (this “Agreement”) dated as of April 11, 2023 among: (i) Epic Fairgrave, Inc., a Delaware corporation (the “Company”); (ii) Epic Aero, Inc., a Delaware corporation (“Epic”); and (iii) Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “SPAC”). The Company, Epic and the SPAC are referred to herein as the “Parties”. RECITALS Reference is mad |
|
| April 11, 2023 |
Exhibit 99.1 Horizon Acquisition Corporation II Agrees to Terminate Business Combination Agreement with Flexjet, Inc. – Flexjet and Horizon entered into a business combination agreement in October 2022 – The parties have terminated the business combination agreement – Flexjet has agreed to make a termination payment to Horizon that will enable Horizon to make a liquidating distribution to the hold |
|
| April 11, 2023 |
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): April 11, 2023 Horizon Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of incorporat |
|
| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 001-39631 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨Form N-CEN ¨Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on |
|
| March 1, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT AS PE |
|
| March 1, 2023 |
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): March 1, 2023 Horizon Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of incorporati |
|
| March 1, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT AS PE |
|
| March 1, 2023 |
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): March 1, 2023 Horizon Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of incorporati |
|
| February 9, 2023 |
HZON / Horizon Acquisition Corporation II / 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. 3) HORIZON ACQUISITION CORPORATION II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G46044106 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriat |
|
| January 25, 2023 |
Filed by Flexjet, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No.: 001-39631 Date: January 24, 2023 The following communication was made on Flexjet, Inc.’s Facebook page on January 24, 2023. The following communication was made on Flexjet, |
|
| January 25, 2023 |
Filed by Horizon Acquisition Corporation II Filed by Horizon Acquisition Corporation II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No. |
|
| January 24, 2023 |
Filed by Horizon Acquisition Corporation II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No. |
|
| January 24, 2023 |
Filed by Flexjet, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No.: 001-39631 Date: January 24, 2023 Flexjet CEO Mike Silvestro Receives the Living Legends of Aviation’s Lifetime Aviation Industry Award ª Longtime Flexjet CEO Receives the L |
|
| December 12, 2022 |
25 1 tm2232453d125.htm FORM 25 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0080 Expires: May 31, 2024 Estimated average burden hours per response 1.00 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39631 Horizon Acquisition Corporation I |
|
| November 28, 2022 |
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): November 23, 2022 Horizon Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of incorpo |
|
| November 28, 2022 |
Horizon Acquisition Corporation II Transfers Listing to NYSE American LLC Exhibit 99.1 Horizon Acquisition Corporation II Transfers Listing to NYSE American LLC November 23, 2022 NEW YORK?(BUSINESS WIRE)? Horizon Acquisition Corporation II (NYSE: HZON) (?Horizon?), a special purpose acquisition company, announced today that it expects to transfer its listing from The New York Stock Exchange to the NYSE American LLC (?NYSE American?), where it has been approved for listi |
|
| November 25, 2022 |
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 II (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1553406 (State of incorporation or organization) (I. |
|
| November 18, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): November 14, 2022 Horizon Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of incorpo |
|
| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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 |
|
| October 28, 2022 |
Filed by Horizon Acquisition Corporation II Filed by Horizon Acquisition Corporation II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No. |
|
| October 28, 2022 |
425 1 tm2229145d1425.htm 425 Filed by Flexjet, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No.: 001-39631 Date: October 28, 2022 Private jet IPOs beg the question: Does stock price matter for customers? Written by Doug Gollan Posted on Oct |
|
| October 27, 2022 |
Filed by Horizon Acquisition Corporation II Filed by Horizon Acquisition Corporation II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No. |
|
| October 26, 2022 |
Filed by Flexjet, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No.: 001-39631 Date: October 26, 2022 Flight Crew Update October 22, 2022 2 Trends » Current customers are flying more than they ever have before » “Revenge travel” » Significan |
|
| October 21, 2022 |
Filed by Flexjet, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No.: 001-39631 Date: October 21, 2022 The Private Jet Boom Is Ripe for Public Scrutiny As more private plane operators join stock exchanges, their outsized carbon emissions will |
|
| October 21, 2022 |
Filed by Horizon Acquisition Corporation II Filed by Horizon Acquisition Corporation II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No. |
|
| October 17, 2022 |
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 17, 2022 Horizon Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of incorpor |
|
| October 17, 2022 |
Amendment to Amended and Restated Memorandum and Articles of Association (amending Article 49.7). Exhibit 3.1 Horizon Acquisition Corporation II (ROC #364470) (the "Company") TAKE NOTICE that during an extraordinary general meeting of the Company held on 17 October 2022, the following special resolution was passed: 1 Extension Amendment Proposal RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of t |
|
| October 17, 2022 |
Amendment to Amended and Restated Memorandum and Articles of Association (amending Article 49.7). Exhibit 3.1 Horizon Acquisition Corporation II (ROC #364470) (the "Company") TAKE NOTICE that during an extraordinary general meeting of the Company held on 17 October 2022, the following special resolution was passed: 1 Extension Amendment Proposal RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of t |
|
| October 17, 2022 |
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 17, 2022 Horizon Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of incorpor |
|
| October 13, 2022 |
Filed by Flexjet, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No.: 001-39631 Date: October 13, 2022 Kenneth C. Ricci, Chairman of Flexjet, Inc., and Todd L. Boehly, Chief Executive Officer, Chief Financial Officer and Chairman of Horizon A |
|
| October 13, 2022 |
Filed by Horizon Acquisition Corporation II Filed by Horizon Acquisition Corporation II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No. |
|
| October 13, 2022 |
Filed by Flexjet, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No.: 001-39631 Date: October 13, 2022 The following communication was made on Flexjet, Inc.’s Instagram page on October 12, 2022. The following communication was made on the Ins |
|
| October 12, 2022 |
Filed by Flexjet, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No.: 001-39631 Date: October 12, 2022 The following communication was made on Flexjet’s Facebook page on October 11, 2022. The following communication was made on Flexjet’s Face |
|
| October 12, 2022 |
Filed by Flexjet, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No.: 001-39631 Date: October 12, 2022 The following is a Form 8-K filed by Horizon Acquisition Corporation II on October 11, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSI |
|
| October 12, 2022 |
Filed by Horizon Acquisition Corporation II Filed by Horizon Acquisition Corporation II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No. |
|
| October 12, 2022 |
425 1 tm2228006d3425.htm 425 Filed by Flexjet, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Horizon Acquisition Corporation II Commission File No.: 001-39631 Date: October 12, 2022 Kenneth Ricci, Chairman of Flexjet, Inc., had an interview with CNBC on October 11, 2022. Transcription CNBC S |
|
| October 11, 2022 |
Form of New Warrant Agreement. Exhibit 10.2 NEW WARRANT AGREEMENT THIS NEW WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2023, is made and entered into between Flexjet, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). Certain terms used herein are defined in Section 8.10, if n |
|
| October 11, 2022 |
Form of Amended and Restated Registration Rights Agreement. Exhibit 10.7 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2023, is made and entered into by and among Flexjet, Inc., a Delaware corporation (the ?Company?), Flexjet Sub, LLC, a Delaware limited liability company and successor in interest to Horizon Acquisition Corporation II (?Horizon?) and a direct |
|
| October 11, 2022 |
Form of Stockholders Agreement. Exhibit 10.6 STOCKHOLDERS AGREEMENT This Stockholders Agreement (this ?Agreement?) is made as of [?], by and among: (i) Flexjet, Inc., a Delaware corporation (the ?Company?); (ii) Directional Capital LLC, a Delaware limited liability company (?Directional?); (iii) Kenneth C. Ricci and Michael A. Rossi, the principals of Directional (together with Directional, the ?Directional Parties?); (iv) Eldri |
|
| October 11, 2022 |
Exhibit 10.4 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of October 11, 2022, by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (?SPAC?), Flexjet, Inc., a Delaware corporation (?Flexjet?), Epic Aero, Inc., a Delaware corporation (?Epic?, and, together with Flexjet, the ?Target Companies?) and the undersign |
|
| October 11, 2022 |
Exhibit 10.3 SUPPORT AND NON-REDEMPTION AGREEMENT This SUPPORT AND NON-REDEMPTION AGREEMENT (this ?Agreement?) is made and entered into as of October 11, 2022, by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (?SPAC?), Horizon II Sponsor, LLC, a Delaware limited liability company (?Sponsor?), Flexjet, Inc., a Delaware corporation (?Flexjet?) and Epic Aero, Inc., a |
|
| October 11, 2022 |
Exhibit 99.2 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? |
|
| October 11, 2022 |
Form of Second Amended and Restated Certificate of Incorporation of Flexjet. Exhibit 10.8 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FLEXJET, INC. 1. The original certificate of incorporation of Flexjet, Inc. (the ?Corporation?) was filed with the Secretary of State of the State of Delaware on October 6, 2022 (the ?Original Certificate of Incorporation?). The name under which the Original Certificate of Incorporation was filed is ?Flexjet, Inc.? 2. An amen |
|
| October 11, 2022 |
Exhibit 10.4 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of October 11, 2022, by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (?SPAC?), Flexjet, Inc., a Delaware corporation (?Flexjet?), Epic Aero, Inc., a Delaware corporation (?Epic?, and, together with Flexjet, the ?Target Companies?) and the undersign |
|
| October 11, 2022 |
Exhibit 99.1 Flexjet, a Global Leader in Subscription-Based Private Aviation, to Become a Public Company Via Business Combination with Horizon Acquisition Corporation II ? Flexjet has entered into a business combination agreement with Horizon Acquisition Corporation II (?Horizon?) (NYSE: HZON); the combined company is expected to trade on the NYSE ? Flexjet?s unique platform provides Fractional Je |
|
| October 11, 2022 |
Exhibit 2.1 Dated October 11, 2022 BUSINESS COMBINATION AGREEMENT by and among Horizon Acquisition Corporation II, OTH Merger Sub 1, LLC Flexjet, Inc., Flexjet Sub, LLC and Epic Aero, Inc. Table of Contents Page Article I CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Construction 21 Article II THE MERGERS; CLOSING 23 Section 2.1 SPAC Merger 23 Section 2.2 Company Merger 23 Section 2. |
|
| October 11, 2022 |
Exhibit 10.3 SUPPORT AND NON-REDEMPTION AGREEMENT This SUPPORT AND NON-REDEMPTION AGREEMENT (this ?Agreement?) is made and entered into as of October 11, 2022, by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (?SPAC?), Horizon II Sponsor, LLC, a Delaware limited liability company (?Sponsor?), Flexjet, Inc., a Delaware corporation (?Flexjet?) and Epic Aero, Inc., a |
|
| October 11, 2022 |
Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Agreement?) is made and entered into as of October 11, 2022, by and among Flexjet, Inc., a Delaware corporation (?Flexjet?), Horizon II Sponsor, LLC, a Delaware limited liability company (?Sponsor?), and Directional Capital LLC, a Delaware limited liability company (?Directional?). WHEREAS, reference is hereby made to that certain Busi |
|
| October 11, 2022 |
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 11, 2022 Horizon Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of incorpor |
|
| October 11, 2022 |
Exhibit 99.2 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? |
|
| October 11, 2022 |
Back-Stop Letter Agreement, dated October 11, 2022, by Eldridge Industries, LLC. Exhibit 10.5 Flexjet, Inc. Cuyahoga County Airport 26180 Curtiss Wright Parkway Cleveland, Ohio 44143 October 11, 2022 c/o Eldridge Industries, LLC 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Attention: General Counsel Re: Eldridge Back-Stop Letter Agreement Ladies and Gentleman: Reference is made to that certain Business Combination Agreement (as amended, supplemented and restated from time |
|
| October 11, 2022 |
DEFA14A 1 tm2228006d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only ( |
|
| October 11, 2022 |
Exhibit 2.1 Dated October 11, 2022 BUSINESS COMBINATION AGREEMENT by and among Horizon Acquisition Corporation II, OTH Merger Sub 1, LLC Flexjet, Inc., Flexjet Sub, LLC and Epic Aero, Inc. Table of Contents Page Article I CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Construction 21 Article II THE MERGERS; CLOSING 23 Section 2.1 SPAC Merger 23 Section 2.2 Company Merger 23 Section 2. |
|
| October 11, 2022 |
Exhibit 10.9 BYLAWS OF FLEXJET, INC. (A DELAWARE CORPORATION) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Brought before a Meeting 2 2.5 Advance Notice Procedures for Nominations of Directors 6 2 |
|
| October 11, 2022 |
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 11, 2022 Horizon Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of incorpor |
|
| October 11, 2022 |
Exhibit 10.9 BYLAWS OF FLEXJET, INC. (A DELAWARE CORPORATION) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Brought before a Meeting 2 2.5 Advance Notice Procedures for Nominations of Directors 6 2 |
|
| October 11, 2022 |
Form of Second Amended and Restated Certificate of Incorporation of Flexjet. Exhibit 10.8 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FLEXJET, INC. 1. The original certificate of incorporation of Flexjet, Inc. (the ?Corporation?) was filed with the Secretary of State of the State of Delaware on October 6, 2022 (the ?Original Certificate of Incorporation?). The name under which the Original Certificate of Incorporation was filed is ?Flexjet, Inc.? 2. An amen |
|
| October 11, 2022 |
Form of Stockholders Agreement. Exhibit 10.6 STOCKHOLDERS AGREEMENT This Stockholders Agreement (this ?Agreement?) is made as of [?], by and among: (i) Flexjet, Inc., a Delaware corporation (the ?Company?); (ii) Directional Capital LLC, a Delaware limited liability company (?Directional?); (iii) Kenneth C. Ricci and Michael A. Rossi, the principals of Directional (together with Directional, the ?Directional Parties?); (iv) Eldri |
|
| October 11, 2022 |
Back-Stop Letter Agreement, dated October 11, 2022, by Eldridge Industries, LLC. Exhibit 10.5 Flexjet, Inc. Cuyahoga County Airport 26180 Curtiss Wright Parkway Cleveland, Ohio 44143 October 11, 2022 c/o Eldridge Industries, LLC 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Attention: General Counsel Re: Eldridge Back-Stop Letter Agreement Ladies and Gentleman: Reference is made to that certain Business Combination Agreement (as amended, supplemented and restated from time |
|
| October 11, 2022 |
Form of New Warrant Agreement. Exhibit 10.2 NEW WARRANT AGREEMENT THIS NEW WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2023, is made and entered into between Flexjet, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). Certain terms used herein are defined in Section 8.10, if n |
|
| October 11, 2022 |
Exhibit 99.3 Flexjet Business Combination with Horizon Acquisition Corporation II Investor Conference Call Transcript 10/11/2022 Operator Good morning, and welcome to the investor conference call relating to the proposed business combination between Flexjet and Horizon Acquisition Corporation II. Today?s speakers include, Todd Boehly, CEO, CFO and Chairman of Horizon Acquisition Corporation II, an |
|
| October 11, 2022 |
Exhibit 99.3 Flexjet Business Combination with Horizon Acquisition Corporation II Investor Conference Call Transcript 10/11/2022 Operator Good morning, and welcome to the investor conference call relating to the proposed business combination between Flexjet and Horizon Acquisition Corporation II. Today?s speakers include, Todd Boehly, CEO, CFO and Chairman of Horizon Acquisition Corporation II, an |
|
| October 11, 2022 |
Exhibit 99.1 Flexjet, a Global Leader in Subscription-Based Private Aviation, to Become a Public Company Via Business Combination with Horizon Acquisition Corporation II ? Flexjet has entered into a business combination agreement with Horizon Acquisition Corporation II (?Horizon?) (NYSE: HZON); the combined company is expected to trade on the NYSE ? Flexjet?s unique platform provides Fractional Je |
|
| October 11, 2022 |
Form of Amended and Restated Registration Rights Agreement. Exhibit 10.7 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2023, is made and entered into by and among Flexjet, Inc., a Delaware corporation (the ?Company?), Flexjet Sub, LLC, a Delaware limited liability company and successor in interest to Horizon Acquisition Corporation II (?Horizon?) and a direct |
|
| October 11, 2022 |
Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Agreement?) is made and entered into as of October 11, 2022, by and among Flexjet, Inc., a Delaware corporation (?Flexjet?), Horizon II Sponsor, LLC, a Delaware limited liability company (?Sponsor?), and Directional Capital LLC, a Delaware limited liability company (?Directional?). WHEREAS, reference is hereby made to that certain Busi |
|
| September 20, 2022 |
Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT AS PE |
|
| September 20, 2022 |
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): September 19, 2022 Horizon Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of incorp |
|
| September 20, 2022 |
EX-10.1 2 tm2226234d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR O |
|
| August 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De |
|
| August 24, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? |
|
| August 24, 2022 |
CORRESP 1 filename1.htm Sidley Austin LLP 2021 McKinney avenue suite 2000 dallas, tx 75201 +1 214 981 3300 +1 214 981 3400 Fax AMERICA · ASIA PACIFIC · EUROPE August 24, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Ronald E. Alper Jeffrey Gabor Re: Horizon Acquisition Corporati |
|
| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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 II (E |
|
| August 12, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
|
| August 8, 2022 |
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): August 5, 2022 HORIZON ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of incorporat |
|
| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| March 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ 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 I |
|
| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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 ACQUIS |
|
| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from July 22, 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 |
|
| February 23, 2022 |
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): February 17, 2022 HORIZON ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of |
|
| February 14, 2022 |
HZON / Horizon Acquisition Corporation II / Sculptor Capital LP - SC 13G/A Passive Investment 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 II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G46044106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropria |
|
| February 11, 2022 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Horizon Acquisition Corporation II (Name of Issuer) Units (Title of Class of Securities) G46044122 (CUSIP Number) Calendar Year 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
|
| February 7, 2022 |
HZON / Horizon Acquisition Corporation II / 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 II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G46044106 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriat |
|
| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| October 22, 2021 |
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 19, 2021 HORIZON ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of |
|
| October 19, 2021 |
HZON / Horizon Acquisition Corporation II / Sculptor Capital LP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HORIZON ACQUISITION CORPORATION II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G46044106 (CUSIP Number) October 12, 2021 (Date of Event Which Requires Filing of this Statement) Check the appr |
|
| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| May 24, 2021 |
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 CORPORATION II (Exact name of regi |
|
| May 18, 2021 |
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 July 22, 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 |
|
| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39631 SEC FILE NUMBER G46044 106 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 Report on Form 11-K ? Tra |
|
| May 13, 2021 |
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 13, 2021 (May 7, 2021) HORIZON ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisd |
|
| March 31, 2021 |
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 July 22, 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 CORPORATION II |
|
| March 31, 2021 |
Exhibit 4.5 HORIZON ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Horizon Acquisition Corporation II 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 ex |
|
| February 12, 2021 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Horizon Acquisition Corporation II (Name of Issuer) Units (Title of Class of Securities) G46044122 (CUSIP Number) Calendar Year 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
|
| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Horizon Acquisition Corporation II (Name of Issuer) Units (Title of Class of Securities) G46044122 (CUSIP Number) Calendar Year 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
|
| January 21, 2021 |
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 II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G46044106 (CUSIP Number) DECEMBER 31, 2020 (Date of event which requires filing of this statement) Check the appropriat |
|
| December 9, 2020 |
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): December 9, 2020 HORIZON ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of |
|
| December 9, 2020 |
Exhibit 99.1 Horizon Acquisition Corporation II Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing December 10, 2020 New York, New York, December 9, 2020—Horizon Acquisition Corporation II (NYSE: HZON.U) (the “Company”) announced that, commencing December 10, 2020, holders of the units sold in the Company’s initial public offering of 52,500,000 units, completed o |
|
| December 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Horizon Acquisition Corporation II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G46044106 (CUSIP Number) Duncan Bagshaw Eldridge Industries, LLC 600 Steamboat Road Greenwich, CT 06830 203-298-5300 ( |
|
| December 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) 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 II (Exa |
|
| December 3, 2020 |
Letter Agreement among the Company and Cindy Holland.* Exhibit 10.5 November 18, 2020 Horizon Acquisition Corporation II 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Re: Director Appointment Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in connection with your appointment to the board of directors of Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”). Reference is made to t |
|
| December 3, 2020 |
Letter Agreement among the Company and Jeff Wilbur.* Exhibit 10.6 November 18, 2020 Horizon Acquisition Corporation II 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Re: Officer Appointment Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in connection with your appointment as an officer of Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s |
|
| December 3, 2020 |
HORIZON ACQUISITION CORPORATION II BALANCE SHEET Exhibit 99.1 HORIZON ACQUISITION CORPORATION II BALANCE SHEET October 22, 2020 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) Assets: Current assets: Cash $ 1,800,515 $ 25,000,000 (a) $ 1,800,515 500,000 (b) (500,000 ) (c) (25,000,000 ) (f) Prepaid expenses 576,800 - 576,800 Total current assets 2,377,315 - 2,377,315 Cash held in Trust Account 500,000,000 25,000,000 (f) 525,000,000 Tota |
|
| December 3, 2020 |
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): November 27, 2020 HORIZON ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of |
|
| November 23, 2020 |
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): November 17, 2020 HORIZON ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of |
|
| October 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Horizon Acquisition Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G46044122 (CUSIP Number) Duncan Bagshaw Eldridge Industries, LLC 600 Steamboat Road Greenwich, CT 06830 203-298-5300 (Name |
|
| October 29, 2020 |
Joint Filing Agreement, dated as of October 27, 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. |
|
| October 28, 2020 |
HORIZON ACQUISITION CORPORATION II Exhibit 99.1 HORIZON ACQUISITION CORPORATION II Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Horizon Acquisition Corporation II Opinion on the Financial Statement We have audited the accompanying balance sheet of Horizon Acquisi |
|
| October 28, 2020 |
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): October 22, 2020 HORIZON ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of |
|
| October 26, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HORIZON ACQUISITION CORPORATION II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G46044122** (CUSIP Number) OCTOBER 20, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designat |
|
| October 23, 2020 |
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.(1) Exhibit 4.1 WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 22, 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated October 22, 2020, is by and between Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in |
|
| October 23, 2020 |
Administrative Services Agreement between the Company and the Sponsor.(1) Exhibit 10.5 October 19, 2020 HORIZON ACQUISITION CORPORATION II 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Horizon II 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 II (the “Company”) and Horizon II Sponsor, LLC (“Sponsor”), dated as of the date he |
|
| October 23, 2020 |
Amended and Restated Memorandum and Articles of Association.(1) Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Horizon Acquisition Corporation II (ROC #364470) (the "Company") TAKE NOTICE that by written resolution of the sole shareholder of the Company dated 15 October 2020, the following special resolution was passed: 1 Adoption of Amended and Restated Memorandum and Articles of Association It |
|
| October 23, 2020 |
Letter Agreement between the Company and the Sponsor and the Company’s officer’s and directors.(1) Exhibit 10.4 October 19, 2020 Horizon Acquisition Corporation II 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 II, a Cayman Islands exempted compan |
|
| October 23, 2020 |
Registration and Shareholder Rights Agreement among the Company and the Sponsor.(1) Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 22, 2020, is made and entered into by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), Horizon II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereaft |
|
| October 23, 2020 |
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 19, 2020 HORIZON ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-39631 98-1553406 (State or other jurisdiction of |
|
| October 23, 2020 |
Private Placement Warrants Purchase Agreement between the Company and the Sponsor.(1) 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 October 19, 2020, is entered into by and between Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Horizon II Sponsor, LLC, a Delawa |
|
| October 23, 2020 |
Underwriting Agreement between the Company and Deutsche Bank Securities Inc. Exhibit 1.1 50,000,000 Units Horizon Acquisition Corporation II UNDERWRITING AGREEMENT October 19, 2020 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representative of the several Underwriters listed in Schedule I to the Agreement Ladies and Gentlemen: 1. Introductory. Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), agrees with the |
|
| October 23, 2020 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 22, 2020 by and between Horizon Acquisition Corporation II, 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- |
|
| October 21, 2020 |
Horizon Acquisition Corporation II $500,000,000 50,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-249131 PROSPECTUS Horizon Acquisition Corporation II $500,000,000 50,000,000 Units Horizon Acquisition Corporation II 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, reorga |
|
| October 19, 2020 |
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 II (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1553406 (State of incorporation or organization) (I. |
|
| October 15, 2020 |
Horizon Acquisition Corporation II 600 Steamboat Road, Suite 200 Greenwich, CT 06830 October 15, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| October 15, 2020 |
* * * [Signature Page Follows] October 15, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| October 13, 2020 |
Horizon Acquisition Corporation II 600 Steamboat Road, Suite Greenwich, CT 06830 October 13, 2020 Horizon Acquisition Corporation II 600 Steamboat Road, Suite Greenwich, CT 06830 October 13, 2020 VIA EDGAR Anuja A. |
|
| October 13, 2020 |
TABLE OF CONTENTS Filed with the U.S. Securities and Exchange Commission on October 13, 2020 under the Securities Act of 1933, as amended. No. 333-249131 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Horizon Acquisition Corporation II (Exact name of registrant as specified in its charter) |
|
| October 13, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, |
|
| September 30, 2020 |
TABLE OF CONTENTS Filed with the U.S. Securities and Exchange Commission on September 30, 2020 under the Securities Act of 1933, as amended. No. 333-249131 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 II (Exact name of registrant as specified in its charter |
|
| September 29, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, |
|
| September 29, 2020 |
Memorandum and Articles of Association.* Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF HORIZON ACQUISITION CORPORATION II Auth Code: C74146100251 www.verify.gov.ky THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF HORIZON ACQUISITION CORPORATION II 1 The name of the Company is Horizon Acqu |
|
| September 29, 2020 |
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 II (adopted by special resolution dated [ ] 2020 and effective on [ ] 2020) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HOR |
|
| September 29, 2020 |
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 II, a Cayman Islands exempted company (the “Company”), Horizon II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter beco |
|
| September 29, 2020 |
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 II, a Cayman Islands exempted company (the “Company”), and Horizon II Sponsor, LLC, a Delaware limi |
|
| September 29, 2020 |
Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Horizon Acquisition Corporation II, 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 ade |
|
| September 29, 2020 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Horizon Acquisition Corporation II 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 (“Ord |
|
| September 29, 2020 |
TABLE OF CONTENTS Filed with the U.S. Securities and Exchange Commission on September 29, 2020 under the Securities Act of 1933, as amended. 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 II (Exact name of registrant as specified in its charter) Cayman Islands 67 |
|
| September 29, 2020 |
Exhibit 99.3 CONSENT OF MODI WICZYK Horizon Acquisition Corporation II (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 |
|
| September 29, 2020 |
Exhibit 99.1 CONSENT OF JASON ROBINS Horizon Acquisition Corporation II (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 be |
|
| September 29, 2020 |
Exhibit 99.2 CONSENT OF ASIF SATCHU Horizon Acquisition Corporation II (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 |
|
| September 29, 2020 |
Securities Subscription Agreement between Horizon II Sponsor, LLC and the Registrant* Exhibit 10.7 EAC Holdings Inc. 600 Steamboat Road, Suite 200 Greenwich, CT 06830 August 7, 2020 EACS, LLC 600 Steamboat Road, Suite 200 Greenwich, CT 06830 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on August 7, 2020 by and between EACS, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and EAC Holdings Inc., a Cayman Isl |
|
| September 29, 2020 |
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 II, 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 |
|
| September 29, 2020 |
Form of Underwriting Agreement.* Exhibit 1.1 50,000,000 Units Horizon Acquisition Corporation II UNDERWRITING AGREEMENT [·], 2020 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representative of the several Underwriters listed in Schedule I to the Agreement Ladies and Gentlemen: 1. Introductory. Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), agrees with the several |
|
| September 29, 2020 |
Promissory Note, dated as of August 7, 2020, between the Registrant and the Sponsor.2 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 |
|
| September 29, 2020 |
Specimen Warrant Certificate.* Exhibit 4.3 [Specimen Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Horizon Acquisition Corporation II Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the |
|
| September 29, 2020 |
Form of Administrative Services Agreement between the Registrant and Horizon II Sponsor, LLC.* Exhibit 10.8 [●], 2020 HORIZON ACQUISITION CORPORATION II 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Horizon II 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 II (the “Company”) and Horizon II Sponsor, LLC (“Sponsor”), dated as of the date hereof, w |
|
| September 29, 2020 |
Exhibit 10.1 [●], 2020 Horizon Acquisition Corporation II 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 II, a Cayman Islands exempted company (the |
|
| September 29, 2020 |
Specimen Ordinary Share Certificate.* Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES HORIZON ACQUISITION CORPORATION II 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 II (THE “COMPAN |
|
| September 3, 2020 |
TABLE OF CONTENTS This is a confidential draft submission to the U.S. Securities and Exchange Commission on September 3, 2020 and is not being filed under the Securities Act of 1933, as amended. 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 II (Exact name of reg |
