Horizon Acquisition Corporation II (NYSE American: HZON), a publicly traded special purpose acquisition company, has agreed to terminate its business combination agreement with Flexjet, Inc. As a result of the termination, Flexjet will remain a private company, and Horizon will liquidate its trust account and redeem all of its outstanding Class A ordinary shares.
The business combination agreement was signed on October 11, 2022. The parties have signed an agreement terminating the business agreement on mutually acceptable terms. The terms include a termination payment of approximately $30 million from Flexjet to Horizon. As a result of the payment and after satisfying its liabilities for expenses and working capital loans, Horizon expects to redeem all of its outstanding Class A shares for a redemption price of approximately $11.33 per share (the “Redemption Amount”). This is an expected increase of approximately $1.30 per share over the current $10.03 per share amount in Horizon’s trust account (which current amount does not reflect any deductions for liabilities).
In view of the deadline in Horizon’s charter documents for it to complete a business combination (September 30, 2023, as extended last year), Horizon will not be able to pursue an alternative business combination, and it therefore intends to liquidate as promptly as practicable and to return funds to holders of its Class A shares.
Horizon anticipates that the last day of trading in the Class A ordinary shares will be April 25, 2023. On or about the close of business on April 26, 2023, the Class A Shares will be deemed canceled and will represent only the right to receive the Redemption Amount. The Redemption Amount will be payable to the holders of Class A shares through the facilities of Continental Stock Transfer & Trust Company, Horizon’s transfer agent.
Horizon expects that the NYSE American will file a Form 25 with the Securities and Exchange Commission (the "SEC") to delist its securities. Horizon thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934.
Horizon’s sponsor, which is an affiliate of Eldridge Industries, LLC, owns 87.7% of Horizon’s Class A shares and 100% of Horizon’s Class B ordinary shares. The sponsor has waived its redemption rights with respect to the Class B shares, and the Class B shares will not receive any portion of the final distribution amount. Horizon’s public warrants and private placement warrants are exercisable only from and after the closing of a business combination, so they will expire unexercised. The sponsor and affiliates advanced the working capital loans in 2022 and 2023 in a total amount of $1.775 million.
