UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 1423, 2022

Horizon Acquisition Corporation II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39631		98-1553406
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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 is intended to simultaneously satisfy the filing obligation of 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	HZON.U	New York Stock Exchange
Class A Ordinary Shares	HZON	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	HZON WS	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 1423, 2022, Horizon Acquisition Corporation II (the “Company”) ~~received~~issued ana ~~e-mail~~press ~~from~~release ~~the~~announcing ~~New York Stock Exchange (the “NYSE”) stating~~ that the ~~NYSE~~Company was ~~assessing~~working ~~the~~to transfer ~~Company’s~~its ~~ability~~listing to ~~meet~~ the ~~requirements~~NYSE ofAmerican ~~Section~~LLC ~~802.01B of the~~ (“NYSE’s ~~Listed Company Manual~~American”). ~~That~~The ~~Section~~Company ~~requires~~has abeen ~~listed~~approved ~~acquisition~~for ~~company~~listing toon ~~maintain~~the anNYSE American ~~average~~and ~~aggregate~~expects ~~global market capitalization attributable~~ to ~~its~~begin ~~publicly~~trading ~~held~~on ~~shares~~the (aNYSE ~~“public~~American ~~float”)~~on ~~over~~November a29, ~~consecutive~~2022. 30In ~~trading~~connection ~~day~~with ~~period~~listing ofon atthe ~~least~~NYSE ~~$40~~American,~~000,000.~~ ~~The~~the ~~e-mail~~Company ~~referred~~will tovoluntarily ~~the~~delist ~~redemptions~~from of the ~~Company’s~~New ~~Class~~York AStock ~~ordinary~~Exchange. ~~shares~~Following ~~in connection with~~ the ~~recent~~transfer ~~extension~~ of ~~the~~its ~~deadline by~~listing, ~~which~~ the Company ~~must~~intends ~~complete~~to ~~its initial business combination~~ continue to ~~September~~file ~~30,~~the ~~2023.~~same ~~The~~periodic ~~e-mail~~reports ~~states~~and ~~that~~other ~~the~~information ~~Company’s public~~it ~~float~~currently ~~appears~~files towith ~~have fallen below~~ the ~~NYSE’s~~Securities ~~standard~~and ~~required~~Exchange byCommission ~~Section~~(the ~~802~~“SEC”).~~01B.~~

~~The~~On ~~e-mail~~November ~~states~~25, ~~that~~2022, if the Company ~~fails~~filed ~~to comply~~ with the ~~NYSE’s~~SEC ~~continued~~a ~~listing~~Form ~~standards,~~8-A ~~the~~with ~~NYSE~~respect ~~expects~~to ~~that~~the ~~trading~~registration inof the Company’s ~~Class~~ Asecurities ~~ordinary shares, warrants and units would be suspended and de-listing proceedings would be commenced~~ on ~~November~~the ~~28,~~NYSE ~~2022~~American.

~~The~~Item ~~Company is currently evaluating possible alternatives in light of that e-mail and has had a preliminary discussion with the NYSE in which the NYSE confirmed the foregoing timetable~~7.01. ~~Based~~Regulation onFD ~~that discussion, the Company is currently focused primarily on the possibility of transitioning its listing to the NYSE American, which is part of the NYSE group of exchanges~~Disclosure.

The ~~listing standards of the~~ NYSE American’s ~~include~~listing acriteria ~~lower~~require ~~public~~there ~~float~~to ~~standard~~be ~~than~~at ~~that of the NYSE (~~least $20~~,000,000~~ ~~instead~~million of ~~$40,000,000). As part of satisfying~~ the ~~NYSE~~Company’s ~~American~~Class ~~listing~~A ~~standards,~~ordinary ~~the~~shares ~~Company~~held ~~believes~~by ~~that~~persons ~~its~~other ~~sponsor,~~than ~~Horizon II Sponsor~~officers, ~~LLC,~~directors ~~would~~and ~~need~~10% toor ~~sell~~greater aholders ~~small portion~~ of the ~~Class~~Company. AIn ~~ordinary~~order ~~shares~~to ~~owned~~cause bythat itcriterion to ~~third~~be ~~parties.~~satisfied, ~~The~~the Company’s ~~and its~~ sponsor, ~~are~~Horizon ~~engaged~~II inSponsor, ~~discussions~~LLC, ~~with~~sold ~~bankers~~an ~~and potential~~aggregate ~~third~~of ~~party~~400,000 ~~buyers~~Class ~~relating~~A toordinary ~~this~~shares ~~alternative,~~of ~~and~~ the Company ~~intends~~ to ~~apply~~unaffiliated ~~for~~third aparty ~~listing~~purchasers. onThe ~~the~~sales ~~NYSE~~were ~~American~~effective on ~~this~~November ~~basis~~23, 2022.

~~There~~Furnished ~~can~~as beExhibit no99.1 ~~assurance that~~hereto ~~the~~and ~~Company~~incorporated ~~will~~into bethis ~~able~~Item to7.01 by ~~obtain~~reference anis ~~alternative listing on~~ the ~~NYSE~~press ~~American~~release ~~or otherwise or~~ that the ~~transition~~Company ~~from~~issued ~~the~~on ~~NYSE to~~November ~~the NYSE American~~23, if2022 itwith ~~can~~respect beto ~~effected,~~the ~~can~~anticipated betransfer ~~effected~~of ~~without~~its alisting to ~~time~~the ~~gap~~NYSE ~~in being listed~~American.

The foregoing ~~actions~~(including Exhibit 99.1) is being furnished pursuant to Item 7.01 and ~~their~~will ~~consequences~~not ~~could~~be ~~affect~~deemed to be filed for purposes of Section 18 of the ~~liquidity~~Securities ~~and~~Exchange ~~value~~Act of 1934 (the ~~Company’s~~“Exchange Act”), ~~securities~~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.

~~SIGNATURE~~Item 9.01. Financial Statements and Exhibits

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.

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)

~~HORIZON ACQUISITION CORPORATION II By: /s/ Todd Boehly Name: Todd Boehly Title: Chairman, Chief Executive Officer and Chief Financial Officer~~SIGNATURE

~~Date:~~Pursuant ~~November~~to 18the requirements of the Securities Exchange Act of 1934, ~~2022~~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

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