UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 1126, 2021

HORIZON ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39465	98-1545465
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

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 filing is intended to simultaneously satisfy the filing obligation to 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	HZAC.U	The New York Stock Exchange
Class A Ordinary Shares included as part of the units	HZAC	The New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	HZAC WS	The 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 8.01. Other Events.

On ~~June~~July 117, 2021, ~~Horizon~~Vivid ~~Acquisition~~Seats ~~Corporation~~Inc. (“Vivid Seats”~~Horizon”~~) filed ~~received~~with ~~from~~the aSecurities ~~third~~and ~~party~~Exchange Commission (“SEC”) Amendment No. 1 (File No. 333-256575) to a ~~payment~~registration ofstatement ~~$17,500,000~~on Form S-4 (the “~~Payment~~Registration Statement”), ~~which~~filed iswith ~~$25~~the SEC on May 28,~~000,000,~~ ~~net~~2021 ofthat includes a ~~30%~~proxy ~~U.S.~~statement/prospectus ~~federal~~relating to ~~income~~the proposed business combination (the “Business Combination”) between Horizon Acquisition Corporation (“Horizon”) ~~tax~~and ~~withholding~~Vivid ~~tax~~Seats.

AsThe ~~contemplated~~closing ~~by Section 2.6~~ of ~~that Transaction Agreement (~~the ~~“Transaction~~Business ~~Agreement”)~~Combination byis ~~and~~subject ~~among~~to the ~~Horizon, Horizon~~satisfaction ~~Sponsor,~~or ~~LLC,~~waiver ~~Hoya~~of ~~Topco,~~conditions ~~LLC,~~set ~~Hoya~~forth ~~Intermediate,~~in ~~LLC,~~the ~~and~~Transaction ~~Vivid~~Agreement ~~Seats Inc.~~ (~~“Vivid~~as ~~Seats”~~defined below). ~~dated~~The ~~April~~Registration ~~21,~~Statement ~~2021,~~has ~~Horizon expects~~not toyet ~~declare~~been ~~a dividend to all of its Class A shareholders, in accordance with its organizational documents and applicable law,~~declared ~~with~~effective. aThe ~~record~~transaction ~~date~~agreement ofrelating ~~after~~to the ~~completion~~Business ofCombination ~~any share redemptions in connection with its transaction~~ (the “Transaction Agreement”) ~~contemplated~~ byand the Transaction ~~Agreement but before the closing date of the Transaction to distribute some or all of the Payment on a~~ ~~pro~~are ~~rata~~described ~~basis to the Horizon Class A shareholders as of such record date. Assuming no share redemptions~~ in ~~connection with the Transaction,~~ Horizon’s ~~expects~~Current ~~that~~Report ~~such dividend would be in an amount up to approximately $0.32 per Class A share. Such dividend will not be made~~ on ~~account~~Form of8-K ~~shares~~filed ~~issued pursuant to the subscription agreements entered into~~ with ~~certain investors for~~ the ~~issuance~~SEC ofon April 22,~~500,000 shares~~ ~~for~~2021 ~~$225~~and ~~million to finance~~ the Transaction. ~~Horizon~~Agreement ~~will~~is ~~not~~an ~~deposit any proceeds of the Payment into its trust account and, accordingly,~~exhibit ~~Class A shareholders who elect~~ to ~~redeem~~Horizon’s ~~their~~Current ~~Class~~Report Aon ~~shares~~Form in8-K ~~connection~~filed with the ~~Transaction~~SEC ~~will~~on ~~not~~April ~~receive~~26, ~~any portion of the Payment~~2021.

~~The~~Shareholders ~~Transaction~~of ~~Agreement~~Horizon and ~~the~~other ~~Transaction~~interested persons are ~~described~~encouraged to inread ~~Horizon’s~~the ~~Current~~preliminary ~~Report~~proxy onstatement/prospectus, ~~Form~~as ~~8-K~~well as the annexes thereto and the other documents to be filed with the ~~Securities~~SEC ~~Exchange~~because ~~Commission~~these ~~(the~~documents ~~“SEC”)~~contain onimportant ~~April~~information 22about Horizon, ~~2021~~Vivid Seats and the ~~Transaction~~Business ~~Agreement~~Combination. isShareholders anare ~~exhibit~~able to ~~Horizon’s~~obtain copies ~~Current~~of ~~Report~~the ~~on Form~~preliminary ~~8-K~~proxy statement/prospectus and, once available, the definitive proxy statement/prospectus and other documents filed with the SEC, onwithout ~~April 26~~charge, ~~2021~~at the SEC’s website (www.sec.gov) under “Vivid Seats Inc.” (CIK: 0001856031).

~~The~~After ~~Payment~~the ~~was~~Registration ~~made~~Statement tois ~~Horizon~~declared ~~because~~effective, ofthe ~~Horizon’s~~definitive proxy ~~previous~~statement/prospectus ~~participation~~will inbe ~~discussions~~mailed ~~with a third party relating~~ to ashareholders ~~potential business~~of ~~combination.~~ Horizon ~~spent~~as ~~substantial~~of ~~efforts~~a inrecord ~~that~~date ~~process,~~to ~~but~~be ~~ultimately~~established ~~the~~for ~~business~~voting ~~combination~~on ~~was not consummated with Horizon and Horizon received~~ the ~~Payment~~Business Combination.

Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words “intend,” or “expect” are intended to be, and are, “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors. Such factors include, among others: the satisfaction or waiver of closing conditions set forth in the Transaction Agreement ~~and the cash needs of Horizon including to complete its contemplated transaction with Vivid Seats~~.

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.

Dated: ~~June~~July 1426, 2021

	HORIZON ACQUISITION CORPORATION

	By:	/s/ Todd Boehly
	Name: Todd Boehly
	Title: Chairman, Chief Executive Officer and Chief Financial Officer

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