Item 8.01 Other Events
As previously disclosed, on April 21, 2021, Horizon
Acquisition Corporation, a Cayman Islands exempted company (“Horizon”), entered into a Transaction Agreement (as it
may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Horizon,
Horizon Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Hoya Topco, LLC, a Delaware limited liability
company (“Hoya Topco”), Hoya Intermediate, LLC, a Delaware limited liability company (“Hoya Intermediate”),
and Vivid Seats Inc., a Delaware corporation (“Vivid Seats”). A copy of the Transaction Agreement was attached as Exhibit
2.1 to Horizon’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on April
22, 2021, as amended on April 26, 2021.
Following the entry into the Transaction Agreement,
Horizon received four letters (collectively, the “Shareholder Letters”) from purported shareholders of Horizon claiming
certain allegedly material omissions in its preliminary proxy statement/prospectus first filed on May 28, 2021 (as amended, the “Proxy
Statement”) in connection with the transactions contemplated by the Transaction Agreement (together, the “Business
Combination”).
While Horizon believes that the disclosures set
forth in the Proxy Statement comply fully with applicable law, in order to moot the plaintiff’s disclosure claims in the Shareholder
Letters, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Business Combination, Horizon
has determined to voluntarily supplement the Proxy Statement with the supplemental disclosures set forth below (the “Supplemental
Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under
applicable laws of any of the disclosures set forth herein. To the contrary, Horizon specifically denies all allegations in the Shareholder
Letters that any additional disclosure was or is required. Horizon believes the Shareholder Letters are without merit.
Supplemental Disclosures to Proxy Statement
The following supplemental
information should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page references are to pages
in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.
The following disclosure
should be added to the end of the second full paragraph on page 106 of the Proxy Statement under the heading “Background of the
Business Combination”:
Horizon entered into one confidentiality
agreement that contained a standstill provision. Such confidentiality agreement was not with Vivid Seats.
The following disclosure
should be added to the end of the sixth paragraph on page 113 of the Proxy Statement under the heading “Background of the Business
Combination”:
Pursuant
to an engagement letter (the “Advisors Engagement Letter”) with Credit Suisse and Deutsche Bank (together with Credit
Suisse, the “Advisors”), Credit Suisse and Deutsche Bank will act as Horizon’s financial and equity capital markets
advisors and will perform customary services for Horizon in connection with the business combination. Pursuant to the Advisors Engagement
Letter, upon consummation of the business combination, Horizon and the Advisors shall agree on a mutually acceptable transaction fee.
The following disclosure
should be added as new paragraphs after the seventh paragraph on page 113 of the Proxy Statement under the heading “Background of
the Business Combination”:
On May 20, 2021,
Horizon entered into an engagement letter with D.A. Davidson & Co. (“D.A. Davidson”), pursuant to which D.A.
Davidson will render financial advisory and investment banking services to Horizon in connection with the business combination (the “Davidson
Engagement Letter”). Pursuant to the Davidson Engagement Letter, upon consummation of the business combination, Horizon will owe
D.A. Davidson a cash advisory fee of $400,000 (which shall be a portion of the Deferred Discount (as defined in the underwriting
agreement)).
On May 24, 2021,
Horizon entered into an engagement letter with William Blair & Company, L.L.C. (“Blair”), pursuant to which Blair will
act as a capital markets advisor to Horizon in connection with the business combination (the “Blair Engagement Letter”). Pursuant
to the Blair Engagement Letter, upon consummation of the business combination, Horizon will owe Blair an advisory fee of $1,500,000 (which
shall be a portion of the Deferred Discount).
General Meeting Dial-in Information
As previously announced, the extraordinary general
meeting of Horizon shareholders (the “General Meeting”) will be held on October 14, 2021 at 10:00 a.m., New York City
Time, and the special meeting of Horizon public warrant holders (the “Warrant Holders Meeting”) will be held on October
14, 2021 at 10:15 a.m., New York City Time. On October 7, 2021, Horizon determined that, due to the public health and safety concerns
related to the ongoing coronavirus (COVID-19) pandemic, the General Meeting and the Warrant Holders Meeting will be held remotely by teleconference.
The purpose of the General Meeting and the Warrant Holders Meeting is to vote on certain proposals relating to the previously announced
Transaction Agreement.
The General Meeting and the Warrant Holders Meeting will be accessible
via a live audio webcast at https://www.cstproxy.com/horizonacquisitioncorp/sm2021 or by dialing 1 877-770-3647 (toll free—North
America) or +1 312-780-0854 (International). Shareholders and public warrant holders will be able to submit a question to Horizon’s
management online in advance of the meeting at the following website, https://www.cstproxy.com/horizonacquisitioncorp/sm2021, or live
during each respective meeting.
All information about the General Meeting and the
Warrant Holders Meeting, including the definitive proxy statement/prospectus, is available at https://www.cstproxy.com/horizonacquisitioncorp/sm2021.
Shareholders of Horizon
and other interested persons are encouraged to read the definitive proxy statement/prospectus, as well as the annexes thereto and the
other documents to be filed with the SEC because these documents contain important information about Horizon, Vivid Seats and the Business
Combination. Shareholders are able to obtain copies of the definitive proxy statement/prospectus and other documents filed with the SEC,
without charge, at the SEC’s website (www.sec.gov) under “Horizon Acquisition Corporation” (CIK: 0001817071).
After the Registration
Statement was declared effective, the definitive proxy statement/prospectus was mailed to shareholders of Horizon as of September 7, 2021,
the record date established for voting on the Business Combination.
Certain statements included
in this report which are not statements of historical fact, including but not limited to those identified with the words “intend,”
or “expect” are intended to be, and are, “forward-looking statements,” as defined in the Securities and Exchange
Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors. Such factors include, among
others: the satisfaction or waiver of closing conditions set forth in the Transaction Agreement.
Participants in the Solicitation
Horizon and its directors,
executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of Horizon’s shareholders in connection with the Business Combination. Investors and security holders may obtain
more detailed information regarding the names of Horizon’s directors and executive officers and a description of their interests
in Horizon in Horizon’s filings with the SEC, including Horizon’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, which was filed with the SEC on March 31, 2021, as well as in the preliminary proxy statement/prospectus
of Horizon for the Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus,
the definitive proxy statement/prospectus and other documents filed with the SEC without charge, once available, at the SEC’s website
at www.sec.gov or by directing a request to: Horizon Acquisition Corporation, 600 Steamboat Road, Suite 200, Greenwich, CT 06830.
Vivid Seats and its directors
and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Horizon in connection
with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests
in the proposed business combination will be included in the proxy statement/prospectus for the Business Combination when available.
Disclaimer
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction
and shall not constitute an offer to sell, nor a solicitation of an offer to buy the securities of Horizon or Vivid Seats, nor shall
there be any sale of any such securities in any state or jurisdiction in contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
Certain statements made in
this communication are “forward looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and variations
of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Vivid Seats’ or Horizon’s
control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes include the inability to complete the Business Combination (including
due to the failure to receive required shareholder approvals, failure to receive approvals or other determinations from certain gaming
regulatory authorities, or the failure of other closing conditions); the inability to recognize the anticipated benefits of the proposed
Business Combination; the inability to obtain or maintain the listing of Vivid Seats’ shares on Nasdaq following the Business Combination;
costs related to the Business Combination; the risk that the Business Combination disrupts current plans and operations as a result of
the announcement and consummation of the Business Combination; Horizon and Vivid Seats’ ability to manage growth; Horizon and Vivid
Seats’ ability to execute its business plan and meet its projections; potential litigation involving Vivid Seats or Horizon Acquisition
Corporation; changes in applicable laws or regulations, particularly with respect to gaming, and general economic and market conditions
impacting demand for Vivid Seats or Horizon Acquisition Corporation products and services, and in particular economic and market conditions
in the entertainment/technology/software industry in the markets in which Vivid Seats and Horizon Acquisition Corporation operate; and
other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the Business Combination, including
those under “Risk Factors” therein, and in Horizon’s other filings with the SEC. None of Vivid Seats or Horizon Acquisition
Corporation undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
No Offer or Solicitation
This communication is for
informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities
or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance
or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in accordance with applicable law.
