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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Horizon Kinetics Holding Corp (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
439913104 (CUSIP Number) |
Jay Kesslen 470 Park Avenue South, 8th Floor South New York, NY, 10016 646-867-1176 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/01/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 439913104 |
| 1 |
Name of reporting person
Horizon Common Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,216,437.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
44.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
Horizon Kinetics Holding Corp |
| (c) | Address of Issuer's Principal Executive Offices:
470 PARK AVE S., NEW YORK,
NEW YORK
, 10016. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Horizon Common, Inc. (HCI), a New York corporation. |
| (b) | HCI maintains a principal business address of 470 Park Avenue South, New York, NY 10016. |
| (c) | No HCI Reporting Person has, during the last five (5) years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (d) | No HCI Reporting Person has, during the last five (5) years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
| (e) | not applicable |
| (f) | New York |
| Item 3. | Source and Amount of Funds or Other Consideration |
On August 1, 2024, Horizon Kinetics Holding Corporation (the Company), formerly known as Scott's Liquid Gold-Inc., completed its previously announced merger in accordance with the terms and conditions of the Agreement and Plan of Merger, dated December 19, 2023, as amended by the First Amendment to the Agreement and Plan of Merger, dated May 10, 2024 (collectively, the Merger Agreement), by and among Scott's Liquid Gold-Inc., a Colorado corporation (Scott's), Horizon Kinetics LLC, a Delaware limited liability company (Horizon Kinetics), and HKNY One, LLC, a Delaware limited liability company and wholly owned subsidiary of Scott's (Merger Sub). In accordance with the Merger Agreement, Merger Sub merged with and into Horizon Kinetics, with Horizon Kinetics surviving the merger as a wholly-owned subsidiary of the Company (the Merger).
In connection with the Merger, the Company effected a reverse stock split of the Company's outstanding shares of common stock, par value $0.10 per share (the Common Stock) at a ratio of 1-for-20 (the Reverse Stock Split). One purpose of the Reverse Stock Split was to make available a sufficient number of shares of Common Stock for issuance as merger consideration to the members of Horizon Kinetics.
In the Merger, all of the ownership interests in Horizon Kinetics were converted into an aggregate of 17,984,253 shares of Common Stock (representing 96.5% of the shares of Common Stock outstanding immediately after the effective time of the Merger). These shares were issued to the members of Horizon Kinetics, which includes HCI. As a result, HCI received 8,214,337 shares, all of which are currently unavailable for trading.
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| Item 4. | Purpose of Transaction |
2,100 Shares were acquired for investment purposes, and 8,214,337 shares were received in connection with the Merger. HCI may purchase additional shares for the same purpose. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Percentages of the shares reported are based on 8,214,337 Common Shares outstanding as of August 1, 2024.
As of the close of business on August 1, 2024, HCI beneficially owned 8,216,437 Shares.
Percentage: Approximately 44.10%
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| (b) | 8,216,437 |
| (c) | HCI effected no transactions in the past 60 days in the class of securities reported on except as described in Item 4. |
| (d) | not applicable |
| (e) | not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
not applicable |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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