UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 23, 2022, Horizon Acquisition Corporation II (the “Company”) issued a press release announcing that the Company was working to transfer its listing to the NYSE American LLC (“NYSE American”). The Company has been approved for listing on the NYSE American and expects to begin trading on the NYSE American on November 29, 2022. In connection with listing on the NYSE American, the Company will voluntarily delist from the New York Stock Exchange. Following the transfer of its listing, the Company intends to continue to file the same periodic reports and other information it currently files with the Securities and Exchange Commission (the “SEC”).
On November 25, 2022, the Company filed with the SEC a Form 8-A with respect to the registration of the Company’s securities on the NYSE American.
Item 7.01. Regulation FD Disclosure.
The NYSE American’s listing criteria require there to be at least $20 million of the Company’s Class A ordinary shares held by persons other than officers, directors and 10% or greater holders of the Company. In order to cause that criterion to be satisfied, the Company’s sponsor, Horizon II Sponsor, LLC, sold an aggregate of 400,000 Class A ordinary shares of the Company to unaffiliated third party purchasers. The sales were effective on November 23, 2022.
Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is the press release that the Company issued on November 23, 2022 with respect to the anticipated transfer of its listing to the NYSE American.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release, dated November 23, 2022. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document) |
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: November 28, 2022
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 listing subject to confirmation of its satisfaction of the NYSE American’s listing standards. Horizon’s decision to transfer to the NYSE American was motivated by several factors, including more favorable thresholds for continued listing on the NYSE American following recent redemptions of Horizon’s Class A ordinary shares in connection with the vote to extend the deadline by which Horizon must complete its initial business combination. Following the transfer, Horizon intends to continue to file the same types of periodic reports and other information it currently files with the U.S. Securities and Exchange Commission. Horizon anticipates the transfer to the NYSE American to occur on or about November 29, 2022.
For more information, please contact:
Horizon Acquisition Corporation II
Nadia Damouni
Prosek Partners
646.818.9217
ndamouni@prosek.com