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 “the
Company”), a leading marketplace that utilizes its powerful technology platform to connect millions of fans with thousands of ticket
sellers across hundreds of thousands of events each year, today announced the Company will participate in the 49th Annual
Cowen Technology, Media & Telecom Virtual Conference. Stan Chia, Chief Executive Officer and Lawrence Fey, Chief Financial Officer
will participate in a fireside chat hosted by Stephen Glagola, Cowen Research Analyst, on Wednesday, June 2nd at 3:50 p.m.
Eastern Time.
For further information, or to schedule a one-on-one
meeting, please contact your Cowen Representative or the conference coordinator at: Liz.Woods@cowen.com.
Vivid Seats recently announced it expects to
become a publicly traded company via a merger with Horizon Acquisition Corporation (NYSE:HZAC), a special purpose acquisition company.
For more information about the transaction, please visit www.horizonacquisitioncorp.com/.
About Vivid Seats
Vivid Seats provides a marketplace for tickets
to live sports, concerts and theater events along with a technology platform and services that support the ticketing ecosystem. Founded
in 2001, the Chicago-based marketplace pairs exceptional affordability across one of the widest selections of tickets with its loyalty
program, Vivid Seats Rewards, that enables fans to earn rewards when they purchase tickets to their favorite events. Selected by organizations
like ESPN, Rolling Stone, the Los Angeles Clippers and University of Tennessee to serve as official ticketing partners, Vivid Seats supports
all confirmed orders with a dedicated, award-winning customer service team to ensure the safest and most convenient purchase experience.
Fans who want to sit closer and see more of their favorite live events can order by downloading the Vivid Seats mobile app, going to
vividseats.com or calling by phone at 866-848-8499.
About Horizon Acquisition Corporation
Horizon is a blank check company formed for the
purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses. Horizon is sponsored by the Sponsor, an affiliate of Eldridge. Horizon is led by Todd L. Boehly, the Co-founder,
Chairman and Chief Executive Officer of Eldridge. Horizon’s securities are traded on the New York Stock Exchange (the “NYSE”)
under the ticker symbols HZAC, HZAC WS and HZAC.U. Learn more at www.horizonacquisitioncorp.com/.
Additional Information about the Business
Combination and Where to Find It
In connection with the proposed business combination,
Horizon Acquisition Corporation will merge with and into Vivid Seats, Inc., which will be the surviving entity and the going-forward
public company, and intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which
will include a proxy statement/prospectus, and certain other related documents, to be used at the meeting of stockholders to approve
the proposed business combination. INVESTORS AND SECURITY HOLDERS OF HORIZON ACQUISITION CORPORATION ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS,
ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIVID SEATS, HORIZON AND THE BUSINESS COMBINATION. The proxy statement/prospectus
will be mailed to shareholders of Horizon Acquisition Corporation as of a record date to be established for voting on the proposed business
combination. Investors and security holders will also be able to obtain copies of the Registration Statement and other documents containing
important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC's web site at
www.sec.gov.
Participants in Solicitation
Horizon and its directors and executive officers
may be deemed participants in the solicitation of proxies from Horizon’s members with respect to the proposed business combination.
A list of the names of those directors and executive officers and a description of their interests in Horizon is contained in Horizon’s
filings with the SEC, including Horizon’s annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual
Report”), which was filed with the SEC on March 31, 2021 and amended on May 10, 2021, and is available free of charge at the SEC's
web site at www.sec.gov, or by directing a request to Horizon Acquisition Corporation, 600 Steamboat Road, Suite 200, Greenwich, CT 06830.
Additional information regarding the interests of such participants will be set forth in the Registration Statement for the proposed
business combination when available. 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 proposed business combination. A list of the names of
such directors and executive officers and information regarding their interests in the business combination will be contained in the
Registration Statement for the proposed business combination when available.
No Offer or Solicitation
This document does not
constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction.
This document also does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities,
nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale or exchange would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will
be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption
therefrom.
Forward-Looking Statements
Legend
Certain statements made
in this document are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995 with respect to the transaction between Vivid Seats and including statements
regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Vivid Seats and the markets
in which it operates, and Vivid Seats’ projected future results. These forward-looking statements generally are identified by the
words "estimates," "projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," “targets”, "may," "will," "should,"
“would,” “will be,” “will continue,” “will likely result,” "future," "propose,"
“strategy,” “opportunity” and variations of these words or similar expressions (or the negative versions of such
words or expressions) that predict or indicate future events or trends or are not statements of historical matters are intended to identify
forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve
as, and must not be relied on by any investor as, guarantees, assurances, predictions or definitive statements of fact or probability
regarding 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 in a timely manner or at all (including due to
the failure to receive required shareholder approvals, or the failure of other closing conditions such as the satisfaction of the minimum
trust account amount following redemptions by Horizon’s public stockholders and the receipt of certain governmental and regulatory
approvals), which may adversely affect the price of Horizon’s securities; the inability of the business combination to be completed
by Horizon’s business combination deadline and the potential failure to obtain an extension of the business combination deadline
if sought by Horizon; the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction;
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 a national exchange following the proposed business combination; costs related to the proposed business
combination; the risk that the proposed business combination disrupts current plans and operations, business relationships or business
generally as a result of the announcement and consummation of the proposed business combination; Vivid Seats’ ability to manage
growth; Vivid Seats’ ability to execute its business plan and meet its projections; potential disruption in Vivid Seats’
employee retention as a result of the transaction; potential litigation, governmental or regulatory proceedings, investigations or inquiries
involving Vivid Seats or Horizon, including in relation to the transaction; changes in applicable laws or regulations and general economic
and market conditions impacting demand for Vivid Seats or Horizon products and services, and in particular economic and market conditions
in the live events industry in the markets in which Vivid Seats operates; and other risks and uncertainties indicated from time to time
in the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein,
and in Horizon’s other filings with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned
not to put undue reliance on forward-looking statements, and Vivid Seats and Horizon assume no obligation and do not undertake 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. Neither Vivid Seats nor Horizon gives any assurance that either Vivid Seats or Horizon will achieve its expectations.
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Contacts:
Investors
Ashley DeSimone, ICR
Ashley.DeSimone@icrinc.com
646-677-1827
Media
Julia Young, ICR
Julia.Young@icrinc.com
646-277-1280
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