Item 4.02. Non-Reliance on
Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On August 16, 2021, Horizon Acquisition Corporation II (the “Company”)
filed its Quarterly Report on Form 10-Q for the period ending June 30, 2021 (the “Second Quarter Report”), which included
a section within Note 2, Summary of Significant Accounting Policies, that described the Company's classification of its Class A ordinary
shares subject to redemption issued in the Company's initial public offering (“IPO”) on October 22, 2020. Prior to the Second
Quarter Report, upon its IPO, the Company classified a portion of the Class A ordinary shares as permanent equity to maintain net tangible
assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has
net tangible assets of at least $5,000,001. Prior to the Second Quarter Report, the Company did not consider redeemable shares classified
as temporary equity as part of net tangible assets. In connection with preparation of the Second Quarter Report, the Company's management
revised its interpretation to include temporary equity in net tangible assets. As a result, management classified all Class A ordinary
shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary
shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available) and accumulated
deficit.
Upon re-evaluation, although the qualitative factors that management
assessed tended to support a conclusion that the misstatements were not material, management concluded these factors were not strong enough
to overcome the quantitative errors in the financial statements. As such, the Company determined the change
in classification of the Class A ordinary shares is material quantitatively and it should restate its previously issued financial statements.
In connection with this restatement, the Company also determined to restate its earnings per share.
Accordingly, on February 17, 2022, the Company's management and
the audit committee of the Company's board of directors (the “Audit Committee”) concluded that the Company's previously
issued (i) audited balance sheet as of October 22, 2020, (ii) audited financial statements as of December 31, 2020 and for the
period from July 22, 2020 (Inception) through December 31, 2020 as previously restated in Amendment No. 1 to the Company's Annual
Report on Form 10- K/A, as filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2021 (the
“2020 Form 10-K/A No. 1”), (iii) unaudited interim financial statements included in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021, (iv) unaudited interim financial
statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC
on August 16, 2021 (the “Second Quarter 10-Q”) and (v) unaudited interim financial statements included in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021
(collectively, the “Affected Periods”), should no longer be relied upon.
The above changes have not had any impact on the Company’s cash
position and cash held in the trust account established in connection with the IPO (the “Trust Account”).
As such, the Company plans to restate its
financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q/A for the quarterly
period ended September 30, 2021 to be filed with the SEC (the “Q3 Form 10-Q/A”), and in an amendment to the
2020 Form 10-K/A No. 1 to be filed with the SEC (the “2020 Form 10-K/A No. 2”).
The Company’s management has concluded
that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial
reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with
respect to such material weakness will be described in more detail in the Form 10-Q/A for the quarterly period ended September 30, 2021.
The Company’s management and the
Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC,
the Company's independent registered public accounting firm.
Cautionary Statements Regarding Forward-Looking
Statements
This Current Report on Form 8-K includes “forward-looking statements”
within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking
statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,”
“estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other
similar expressions. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and
uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any
such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance
on forward-looking statements.
