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
From: Alexia Caulk
Sent: Thursday, April 22, 2021 8:41 AM
To: Ryan & Addison
Subject: TFS Communications
Hi Ryan, Addison,
I am proud to share that today, we have entered into an
important transaction with Horizon Acquisition Corporation that will result in Vivid Seats becoming a public company. Please see
the press release here for additional information about this important development.
This is the next major step for our company, which we expect will allow
us to accelerate our growth and support our continued leadership position in the secondary ticketing marketplace serving the concert,
sports, and theater markets. I want to assure you that our focus, our day-to-day operations and, most importantly, our partnership with
you, will remain steadfast. While today’s announcement is certainly a watershed moment, we remain completely focused on our business,
and we know the critical role you play in it.
I would also like to advise that, given this news, there may be a
heightened level of interest in, and scrutiny of, Vivid Seats that can be used to form an opinion on our future performance. We ask that
you please refrain from discussing the nature of our relationship or any financial terms or other proprietary information with outside
parties.
We appreciate your partnership and continued cooperation – and
look forward to sharing updates as appropriate during this process. Please contact me with any questions.
Alexia
Alexia Caulk
Director, Strategic Partnerships
111 N Canal, Suite 800 | Chicago, IL 60606
alexia.caulk@vividseats.com
IMPORTANT LEGAL INFORMATION
Additional Information about the Business
Combination and Where to Find It
In connection with the proposed business combination,
Horizon Acquisition Corporation (“Horizon”) and Vivid Seats, which will be the going-forward public company, intend 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 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,or by directing a request to
Horizon Acquisition Corporation, 600 Steamboat Road, Suite 200, Greenwich, CT 06830.
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 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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