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 Present at the 16th
Annual Needham Virtual Technology &
Media Conference
CHICAGO, IL, May
13, 2021 – Vivid Seats Inc. (“Vivid Seats” or “the
Company”), a leading concert, sports and theater ticket marketplace, today announced the Company will participate in the
16th Annual Needham Virtual Technology & Media Conference. Stan Chia, Chief Executive Officer and Lawrence Fey, Chief Financial
Officer will present on Tuesday, May 18 at 10:15 a.m. Eastern Time.
For further information, or to schedule a one-on-one
or group meeting, please contact your Needham Representative.
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 is one of North America's most trusted
independent marketplaces for tickets to live sports, concerts and theater events, and an industry leading provider of technology platforms
and service solutions. Founded in 2001, the Chicago-based tech company offers exceptional affordability across one of the widest selections
of premium tickets and event packages, as well as a loyalty program, Vivid Seats Rewards, that helps the everyday fan and superfans alike
earn credit back. 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 directly
on vividseats.com, by downloading the Vivid Seats mobile app or 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.
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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.
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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