Current Report Filing (8-k)
September 20 2022 - 6:02AM
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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
incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
600 Steamboat
Road, Suite 200
Greenwich,
CT |
06830 |
(Address of principal executive offices) |
(Zip Code) |
(203) 298-5300
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable Warrant |
|
HZON.U |
|
New York Stock Exchange |
Class A Ordinary Shares included as part of the units |
|
HZON |
|
New York Stock Exchange |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
HZON WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
Agreement.
The information provided in
Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On September 19, 2022, Horizon
Acquisition Corporation II (the “Company”) obtained working capital loans in the total amount of $1,500,000 from the Company’s
sponsor (Horizon II Sponsor, LLC) and an affiliate thereof (Vista Portfolio Trust, LLC). The loans made by each lender are each evidenced
by a promissory note (each, a “Note”). The Company expects to use the proceeds of the loans to fund working capital deficiencies
and to finance transaction costs in connection with a potential business combination (as to which there can be no assurance).
The Notes are unsecured obligations of the Company.
They are payable from assets of the Company other than the Company’s Trust Account (as defined in the Company’s Amended and
Restated Memorandum and Articles of Association). Each Note provides that the holder waives recourse to the Trust Account.
The principal balance of
each Note is payable on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date
on which the Company liquidates the Trust Account upon the failure of the Company to consummate its initial business combination within
the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association. Such time period currently
ends on October 22, 2022 and will end on September 30, 2023, if the Company’s proposal to extend the time period is approved by
the Company’s shareholders, as described in the proxy statement filed with the Securities and Exchange Commission on August 26,
2022.
The Notes do not bear interest.
The holder of each Note
has the option to convert all or any portion of the principal outstanding under such Note into warrants at a conversion price of $1.50
per warrant. However, the maximum principal amount that may be converted, as to both Notes and all other notes evidencing working capital
loans, is $1,500,000 or such greater dollar amount as may be agreed to by the Company, with such approvals as may be necessary or advisable.
The warrants into which the Notes may be converted will be substantially identical to the terms of the private placement warrants issued
by the Company in connection with its initial public offering. Such terms entitle the holder of a warrant to purchase one Class A ordinary
share of the Company for $11.50.
The foregoing description
of the Notes is qualified in its entirety by reference to the full text of each Note, copies of which are filed as Exhibit 10.1 and Exhibit
10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
HORIZON ACQUISITION CORPORATION II |
|
By: |
/s/ Todd Boehly |
|
|
Name: |
Todd Boehly |
|
|
Title: |
Chairman, Chief Executive Officer and Chief Financial Officer |
Date: September 19, 2022
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