Horizon Acquisition Corporation II filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On March 1, 2023, Horizon Acquisition Corporation II (the “Company”) obtained a working capital loan in the total amount of $275,000 from Flint Rock Portfolio Trust, LLC (the “Lender”), an affiliate of the Company’s sponsor. The loan made by the Lender is evidenced by a promissory note (the “Note”). The Company expects to use the proceeds of the loan to fund working capital deficiencies and to finance transaction costs in connection with the Business Combination (as defined below).
The Note is an unsecured obligation of the Company. It is payable from assets of the Company other than the Company’s Trust Account (as defined in the Company’s Amended and Restated Memorandum and Articles of Association). The Note provides that the holder waives recourse to the Trust Account.
The principal balance of the Note is payable on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company liquidates the Trust Account upon the failure of the Company to consummate its initial business combination within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association. Such time period currently ends on September 30, 2023.
The Note does not bear interest.
The holder of the Note has the option to convert all or any portion of the principal outstanding under such Note into warrants at a conversion price of $1.50 per warrant. However, the maximum principal amount that may be converted, as to the Note and all other notes evidencing working capital loans, is $1,500,000 or such greater dollar amount as may be agreed to by the Company, with such approvals as may be necessary or advisable. The warrants into which the Note may be converted will be substantially identical to the terms of the private placement warrants issued by the Company in connection with its initial public offering. Such terms entitle the holder of a warrant to purchase one Class A ordinary share of the Company for $11.50.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Additional Information and Where to Find It
On October 11, 2022, the Company announced the execution of a Business Combination Agreement (the “BCA”), dated as of October 11, 2022, among the Company, OTH Merger Sub 1, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, Flexjet, Inc., a Delaware corporation (“Flexjet”), Flexjet Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Flexjet, and Epic Aero, Inc., a Delaware corporation (“Epic”). Epic Fairgrave, Inc., became a party to the BCA by joinder dated February 21, 2023. The BCA provides for the terms and conditions of a proposed business combination transaction with Epic (the “Business Combination”).
In connection with the BCA, the Company, Epic and Flexjet intend to prepare, and Flexjet intends to file a registration statement on Form S-4 (the “Registration Statement”) containing a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of the Company’s ordinary shares in connection with the Company’s solicitation of proxies for the vote by the Company’s shareholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of Flexjet to be issued in connection with the Business Combination. When available, the Company will mail the definitive proxy statement/prospectus and other relevant documents to its shareholders as of a record date to be established for voting on the Business Combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that the Company will send to its shareholders in connection with the Business Combination. Investors and security holders of the Company are advised to read, when available, the preliminary proxy statement/prospectus in connection with the Company’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve the Business Combination (and related matters) and general amendments thereto and the definitive proxy statement/prospectus because the proxy statement/prospectus will contain important information about the Business Combination and the parties to the Business Combination.
Copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed by the Company or Flexjet with the U.S. Securities and Exchange Commission (the “SEC”) may be obtained, once available, free of charge at the SEC’s website at www.sec.gov.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection with the Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s shareholders in connection with the Business Combination will be in the Registration Statement, including a proxy statement/prospectus, when it is filed with the SEC. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of the Company’s directors and officers in the Company’s filings with the SEC and such information will also be in the Registration Statement to be filed with the SEC, which will include the proxy statement/prospectus of the Company for the Business Combination. These documents can be obtained free of charge at the SEC’s website (www.sec.gov).
Flexjet, Epic and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the Business Combination when available.
Forward-Looking Statements
Certain statements made in this Current Report and the documents incorporated by reference herein are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project,” “outlook” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this Current Report regarding the proposed transactions contemplated by the BCA, including the benefits of the Business Combination, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the Business Combination.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s and Epic’s managements’ current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the BCA; (2) the outcome of any legal proceedings that may be instituted against the Company, Epic or Flexjet following the announcement of the BCA and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including due to failure to obtain approval of the stockholders of the Company and Epic, certain regulatory approvals, or satisfy other conditions to closing in the BCA; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the BCA or could otherwise cause the transaction to fail to close; (5) the failure to meet the minimum cash requirement of the BCA due to the Company shareholder redemptions and the failure to obtain replacement financing; (6) the inability to complete a concurrent PIPE investment in connection with the Business Combination; (7) the failure to meet projected development and production targets; (8) the inability to obtain or maintain the listing of Flexjet’s shares of common stock on The New York Stock Exchange following the proposed Business Combination; (9) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (10) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the Company, Epic and Flexjet to each grow and manage growth profitably, and retain its key employees; (11) costs related to the proposed Business Combination; (12) changes in applicable laws or regulations; (13) the possibility that the Company or Epic may be adversely affected by other economic, business, and/or competitive factors; (14) risks relating to the uncertainty of the projected financial information with respect to Epic; (15) risks related to the organic and inorganic growth of Epic’s business and the timing of expected business milestones; (16) the amount of redemption requests made by the Company’s shareholders; (17) actual or potential conflicts of interest of the Company’s shareholders and other related parties as a result of certain relationships and transactions with Flexjet, Epic and the Company, including significant ownership interests and business relationships; (18) members of management of Epic and their affiliated entities and Eldridge and its affiliates (including the Sponsor) will control Flexjet following the consummation of the Business Combination, and their interests may conflict with Flexjet’s or its public stockholders, and such persons will be able to determine the composition of Flexjet’s board of directors and actions requiring stockholder approval, including a sale of Flexjet (including in an unsolicited transaction, which they will be able to block); and (19) other risks and uncertainties indicated from time to time in the final prospectus of the Company for its initial public offering dated March 15, 2021 filed with the SEC and, when available, the Registration Statement on Form S-4, that will include a definitive proxy statement and final prospectus relating to the proposed Business Combination, including those under “Risk Factors” therein, and in the Company’s and Flexjet’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive.
The Company, Epic and Flexjet caution readers not to place undue reliance on any forward-looking statements. The Company, Epic and Flexjet do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. None of the Company, Epic and Flexjet gives any assurance that any of the Company, Epic or Flexjet will achieve its expectations.
No Offer or Solicitation
This Current Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom, and otherwise in accordance with applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Promissory Note dated March 1, 2023, issued by Horizon Acquisition Corporation II to Flint Rock Portfolio Trust, LLC | |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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.
| HORIZON ACQUISITION CORPORATION II |
| By: | /s/ Todd Boehly | ||
| Name: | Todd Boehly | ||
| Title: | Chairman, Chief Executive Officer and Chief Financial Officer | ||
Date: March 1, 2023