8-K - HKHC - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): August 1, 2024

HORIZON KINETICS HOLDING CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-13458	84-0920811
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
470 Park Ave S.
New York, New York		10016
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (646) 291-2300
---

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing 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<br>Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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 ☐

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. ☐

EXPLANATORY NOTE

Shareholder Approval

The Reincorporation, Name Change and Reverse Split (all as defined below) were previously submitted to a vote of, and approved by, the Company’s shareholders at a Special Meeting of Shareholders held on June 20, 2024 (the “Special Meeting”).

Merger

On August 1, 2024 (the “Closing Date”), 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 the Merger, all of the ownership interests in Horizon Kinetics were converted into an aggregate of 17,984,253 shares of the Company’s common stock (representing 96.5% of the shares of the Company’s common stock outstanding immediately after the effective time of the Merger). The number of shares was calculated in accordance with the formula in the Merger Agreement based on (a) the sum of Horizon Kinetics' tangible net assets of approximately $250 million and the value of Horizon Kinetics' operating business of $200 million, (b) divided by 25. These shares were issued to the members of Horizon Kinetics. As a result, immediately after the effective time of the Merger, Scott’s legacy shareholders collectively held approximately 3.5% of the shares of the Company’s common stock outstanding at such time.

Conversion, Name Change and Reverse Split

In accordance with the Merger Agreement, immediately prior to the Merger, Scott’s effected a plan of conversion (the “Plan of Conversion”), pursuant to which Scott’s:

changed its state of incorporation from the State of Colorado to the State of Delaware (the “Reincorporation”);
changed its name to Horizon Kinetics Holding Corporation (the “Name Change”); and
effected a 1-for-20 reverse stock split of its common stock (the “Reverse Split”).

In accordance with the Plan of Conversion, Scott’s filed a certificate of conversion (the “Delaware Certificate of Conversion”) and a certificate of incorporation (the “Delaware Certificate of Incorporation”) with the Secretary of State of the State of Delaware and a Statement of Conversion (the “Colorado Statement of Conversion”) with the Secretary of State of the State of Colorado, and adopted a new set of Bylaws (the “Delaware Bylaws”). The Company furthermore changed the address of its principal executive offices to 470 Park Ave S. New York, New York 10016.

At the effective time of the Reincorporation, Name Change and Reverse Split:

the affairs of Scott’s ceased to be governed by Colorado corporation laws, Scott’s existing articles of incorporation and Scott’s existing bylaws, and became subject to the General Corporation Law of the State of Delaware, the Delaware Certificate of Incorporation and the Delaware Bylaws;
the Company is deemed, for all purposes of the laws of the states of Delaware and Colorado, to be the same entity as Scott’s;
each 20 outstanding shares of Scott’s common stock were combined and converted into 1 outstanding share of the Company’s common stock, with fractionalized shares subject to cash out;
unless otherwise specified in the applicable plan pursuant to which such awards were made, each outstanding and unexercised option, other right to purchase, or security convertible into, capital stock of Scott’s (a “Right”) became an option, right to purchase or security convertible into the same type of capital stock of the Company on the basis of 1 share of capital stock of the Company for each 20 shares of the same type of capital stock of Scott’s issuable pursuant to any such Right, on the same terms and conditions in place at the effective time; provided, that any exercise price or conversion price in effect with respect to any such Right at the effective time was increased proportionately; and
each employee benefit plan, incentive compensation plan, equity incentive plan, stock purchase plan, restricted stock unit agreement, cash-settled performance unit, stock option agreement and other similar plans and agreements to which Scott’s then was a party was automatically assumed by, and continues to be the plan of, the Company.

Certain rights of Scott’s shareholders were changed as a result of the Reincorporation, as described in Scott’s Definitive Proxy Statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission on May 13, 2024, under the section entitled “Proposal 2 – Approval of the Reincorporation of the Company from the State of Colorado to the State of Delaware and Name Change,” which description is incorporated in its entirety herein by reference.

The Reincorporation did not affect any of Scott’s material contracts with any third parties, and Scott’s rights and obligations under such material contractual arrangements continue to be rights and obligations of the Company after the Reincorporation.

The foregoing descriptions of the Plan of Conversion, the Delaware Certificate of Conversion, the Colorado Statement of Conversion, the Delaware Certificate of Incorporation, and the Delaware Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan of Conversion, the Delaware Certificate of Conversion, the Colorado Statement of Conversion, the Delaware Certificate of Incorporation, and the Delaware Bylaws, copies of which are filed as Exhibits 2.1, 2.2, 2.3, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

The description contained under the heading “Indemnification Agreements” in Item 5.02 below is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The description contained in the Explanatory Note above and in Item 5.02 under the heading “Changes to the Board of Directors” is incorporated herein by reference. The description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Form 8-K on December 26, 2023 and the Company’s Form 8-K on May 15, 2024, and which is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The description contained under the heading “Merger” in the Explanatory Note above is incorporated herein by reference. The issuance of shares of common stock of the Company to the members of Horizon Kinetics in connection with the Merger was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, as it involved a private placement to accredited investors.

Item 3.03 Material Modification of Rights of Security Holders.

The description contained under the heading “Conversion, Name Change and Reverse Split” in the Explanatory Note above is incorporated herein by reference.

Item 5.01 Change in Control of Registrant.

The description contained in the Explanatory Note above is incorporated herein by reference.

The Merger resulted in the members of Horizon Kinetics acquiring an aggregate of 17,984,253 shares of the Company’s common stock outstanding immediately after the effective time of the Merger. Using the definition of beneficial ownership in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, directors Murray Stahl, Steven Bregman and Peter Doyle are deemed to own 49.8%, 49.8%, and 53.2%, respectively, and Horizon Common Inc. and John Meditz are deemed to own 44.1% and 45.5%, respectively, immediately after the Merger. Because SEC rules require these percentages to include shares held by one or more entities over which these directors are deemed to share investment and voting control, they do not add up to 100%. Further information on the form of beneficial ownership of such individuals and entity can be found in the footnotes to the “Pre-Merger Beneficial Ownership Table” on

page 80 of Scott’s Definitive Proxy Statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission on May 13, 2024, which are incorporated herein by reference.

Pursuant to the Merger Agreement, Horizon Kinetics had the right to appoint six of seven directors to the Board (as defined below), and the directors specified below were appointed in accordance with this agreement.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Changes to the Board of Directors

Effective on the Closing Date, and in accordance with the Merger Agreement, the Board of Directors of the Company (the “Board”) was expanded to encompass seven seats, R. Rimmy Malhotra and John McAnnar each resigned as directors, and Murray Stahl, Steven Bregman, Peter Doyle, Alice C. Brennan, Allison Nagelberg, and Brent D. Rosenthal were newly appointed to the Board. Existing director Daniel J. Roller remains on the Board. In addition, the Board appointed Murray Stahl as Chairman and is expected to make committee appointments shortly.

As described under the heading “Merger” in the Explanatory Note above and in Item 5.01 (with each such description incorporated herein by reference), in connection with the Merger, the members of Horizon Kinetics received shares of the Company’s common stock. Three of such members are newly-appointed directors. Mr. Stahl was issued shares corresponding to approximately 1.3% of the Company’s outstanding shares of common stock post-Merger, and has a pro-rata economic interest in an additional 10.0% of shares, with an aggregate value of approximately $44,641,476, Mr. Bregman was issued shares corresponding to approximately 1.3% of the Company’s outstanding shares of common stock post-Merger, and has a pro-rata economic interest in an additional 9.9% of shares, with an aggregate value of $44,286,588, and Mr. Doyle was issued shares corresponding to approximately 4.7% of the Company’s outstanding shares of common stock post-Merger, and has a pro-rata economic interest in an additional 5.3% of shares, with an aggregate value of $39,573,001, with each such value computed based on the closing price of the common stock on the OTC Pink Market tier of OTC Markets of $21.20 per share on the Closing Date, as adjusted for the reverse split.

Non-management directors will receive compensation for their service on the Board in accordance with the Company’s policies in effect from time to time.

Changes to Management

Effective on the Closing Date, David Arndt resigned as Scott’s President and Chief Financial Officer. The Board appointed the following individuals as executive officers of the Company effective on the Closing Date:

Name	Office
Murray Stahl	Chief Executive Officer and Chief Investment Officer
Steven Bregman	President
Peter Doyle	Vice President
Mark Herndon	Chief Financial Officer
Alun Williams	Chief Operating Officer
Jay Kesslen	General Counsel and Secretary
Russell Grimaldi	Chief Compliance Officer
David Arndt	President, Consumer Products Division

Biographies

Mr. Murray Stahl, 70, is Chairman of the Board, Chief Executive Officer and Chief Investment Officer of the Company. He previously served in such roles for Horizon Kinetics and is one of its co-founders. He has more than thirty years of investing experience and is responsible for overseeing Horizon Kinetics’ proprietary research. Mr. Stahl chairs Horizon Kinetics’ Investment Committee, which is responsible for portfolio management decisions. He is also the Co-Portfolio Manager for a number of registered investment companies, private funds, and institutional separate accounts. He serves as director and Chief Investment Officer of Kinetics Mutual Funds, Inc., a series of nine mutual funds with combined assets under management of approximately $1.46 billion as of December 31, 2023. Additionally, Mr. Stahl is the Chairman and Chief Executive Officer of FRMO Corp. (OTC Pink: FRMO) and serves as director and Portfolio Manager of the RENN Fund, Inc. (NYSE: RCG), a closed-end fund with assets under management of approximately $14.0 million as of December 31, 2023. He is also a member of the Board of Directors of Texas Pacific Land Corporation (NYSE: TPL), the Minneapolis Grain Exchange, the Bermuda Stock Exchange and MSRH, LLC, an investment advisory company. Prior to co-founding Horizon Kinetics, Mr. Stahl spent 16 years at Bankers Trust Company (1978-1994) as a senior portfolio manager and research analyst. He received a Bachelor of Arts in 1976 and a Master of Arts in 1980 from Brooklyn College, and an MBA from Pace University in 1985.

Mr. Steven Bregman, 65, is the President and a member of the Board. He previously served in such roles for Horizon Kinetics and is one of its co-founders. He is a senior member of Horizon Kinetics’ research team and a member of the Investment Committee, and supervises all research reports produced by Horizon Kinetics. Since 2021, Mr. Bregman has also served as Co-Portfolio Manager for RENN Fund, Inc. (NYSE: RCG)(since 2021), the President and CFO of FRMO Corp. (OTC Pink: FRMO), and is a member of the Board of Directors of Winland Electronics, Inc. He received a BA from Hunter College, and his CFA® Charter in 1989.

Mr. Peter Doyle, 61, is the Vice President and a member of the Board. He previously served as Managing Director and member of the Board of Horizon Kinetics, and is one of its co-founders. He is a senior member of the research team, and a member of the Investment Committee. He is furthermore president of Kinetics Mutual Funds, Inc. Since 2021, Mr. Doyle has also served as a Co-Portfolio Manager for RENN Fund, Inc. (NYSE: RCG), and for several registered investment companies, private funds, and institutional separate accounts. He is also responsible for oversight of Horizon Kinetics’ marketing and sales activities and is the Vice President of FRMO Corp. (OTC Pink: FRMO). Previously, Mr. Doyle was with Bankers Trust Company (1985-1994) as a Senior Investment Officer, where he also served on the Finance, Utility and REIT Research sub-group teams. Mr. Doyle received a BS from St. John’s University and an MBA from Fordham University.

Mr. Daniel J. Roller, 43, is a member of the Board. He previously served as the Chairman of the Board of Scott’s. He is the founder, President, and Chief Investment Officer of Maran Capital Management, LLC, a Denver-based investment firm he founded in 2015. Maran Capital is focused on making concentrated, fundamentally driven, long-term oriented investments in publicly-traded small capitalization companies. Mr. Roller has over 20 years of investment research and management experience and has advised numerous public and private companies on topics such as M&A, capital allocation, corporate governance, and strategy. Mr. Roller holds a B.S.E. in Electrical Engineering and Computer Science from Duke University.

Ms. Alice C. Brennan, 71, is a member of the Board. She serves as a director of RENN Fund (NYSE: RCG) and FRMO Corp. (OTC Pink: FRMO), including their audit committees and nominating and governance committees. She is also a director of independent power producer and climate-focused investment manager Greenbacker Renewable Energy Company II, serving on the audit committee and chairing the nominating and governance committee. She furthermore advises Advaita Capital, a growth venture capital fund that focuses on decarbonization investments. In the past, she served as chief compliance officer at Verizon Wireless (2000-2014) and Bristol-Myers Squibb Company (1994-1999), where she led risk management, M&A, governance, and corporate and intellectual property law initiatives. Ms. Brennan holds a BA in Chemistry and Biology from Skidmore College, an MA in Microbiology and Immunology from Columbia University and a JD from Hofstra University.

Ms. Allison Nagelberg, 59, is a member of the Board. From 2000 until 2019, Ms. Nagelberg was the General Counsel of Monmouth Real Estate Investment Corporation (NYSE: MNR), a public REIT investing in net-leased industrial properties, where she was responsible for legal oversight of financial, capital markets and property transactions, ESG, SEC and NYSE compliance, legislative and regulatory policy analysis, human resources, investor relations and risk management. She also served as General Counsel of UMH Properties, Inc. (NYSE: UMH), an affiliated public REIT investing in residential real estate from 2000 until 2013, and as General Counsel of Monmouth Capital Corporation (NASDAQ: MONM), an affiliated public REIT investing in net-leased industrial properties from 2000 until 2007. She serves as an independent director of GoodHaven Funds Trust. Ms. Nagelberg holds a BA in Economics and Philosophy from Tufts University, an MBA in Finance from Rutgers University and a JD from New York University.

Mr. Brent D. Rosenthal, 52, is a member of the Board. Mr. Rosenthal is the founder of Mountain Hawk Capital Partners, LLC, an investment fund focused on small and microcap equities. Currently, Mr. Rosenthal serves on the boards of directors of Syntec Optics Holdings, Inc. (NASDAQ:OPTX), FLYHT Aerospace Solutions Ltd (OTCQX: FLYLF), and RiceBran Technologies (OTCPK: RIBT). Previously he has served as Non-Executive Chairman/Lead Director of comScore, Inc. (NASDAQ: SCOR), Rentrak Corporation (NASDAQ:RENT) and SITO Mobile (NASDAQ:SITO) as well as Advisor to the board of Park City Group, Inc. (NASDAQ:PCYG), the parent company of ReposiTrak Inc.. Earlier in his career, Mr. Rosenthal was a Partner in affiliates of W.R. Huff Asset Management, an employee-owned investment manager, where he worked from 2002 to 2016, during which time he was an Advisor to the boards of directors of Virgin Media (NASDAQ: VMED) and Time Warner Cable (NYSE:TWC). Earlier in his career, Mr. Rosenthal was director of mergers and acquisitions for RSL Communications Ltd. and served emerging media companies for Deloitte & Touche LLP. Mr. Rosenthal is an inactive Certified Public Accountant. Mr. Rosenthal earned his B.S. from Lehigh University and M.B.A. from the S.C. Johnson Graduate School of Management at Cornell University.

Mr. Mark Herndon, 54, is the Chief Financial Officer of the Company. Mr. Herndon joined Horizon Kinetics as Chief Financial Officer in 2024. He is responsible for overseeing all financial reporting functions of the Company. Previously, Mr. Herndon was Senior Vice President and Chief Financial Officer at Safeguard Scientifics, Inc. (NASDAQ: SFE) from 2018 to 2023, a company that provided capital and relevant expertise to a portfolio of private entities. Prior to 2018, Mr. Herndon spent 27 years at PricewaterhouseCoopers serving in a variety of client service and national office roles, including as Assurance Partner from 2006 through 2018. Mr. Herndon earned a BBA in Accounting from Georgia Southern University and an MBA from Emory University’s Goizueta Business School.

Mr. Alun Williams, 52, is the Chief Operating Officer of the Company. He joined Horizon Kinetics in 2009 and, after 12 years as the firm’s Director of Trading and Operations, took over the role of Chief Operating Officer in 2021. As Chief Operating Officer, Mr. Williams is responsible for overseeing daily operations and administrative functions for the Company. Prior to 2009, Mr. Williams was at Goldman Sachs where he was the head of GSAM Operations Salt Lake City. He joined Goldman Sachs in 1996 and in his time there held a number of operational and control positions within the equity, private wealth and asset management divisions. He is also a member of the Board of Directors and the President of CMSC (Consensus Mining & Seigniorage Corp.) and a member of the Board of Directors of the Horizon Kinetics ICAV, a regulated UCITS fund. Mr. Williams received a BSc in Business Administration from Bath University, England.

Mr. Jay Kesslen, 51, is the General Counsel and Secretary of the Company. He joined Horizon Kinetics in 1999 and served as General Counsel, Managing Director and a member of the Board of Horizon Kinetics prior to the Merger. He oversees all aspects of the Company’s legal affairs, advises on all material compliance matters, and is responsible for the firm’s corporate governance. Mr. Kesslen is Horizon Kinetics’ Anti-Money Laundering Officer and also serves as a director for several private funds managed by subsidiaries of Horizon Kinetics. He is also Vice President and Assistant Secretary for Kinetics Mutual Funds, Inc., and Vice President and Chief Compliance Offer for Renn Fund, Inc., a closed-end fund. Mr. Kesslen also serves as the General Counsel of FRMO Corp. (OTC Pink: FRMO) and Consensus Mining and Seigniorage Corporation. Mr. Kesslen holds a BA in Economics from the State University of New York at Plattsburgh (cum laude) and a JD from Albany Law School.

Mr. Russell Grimaldi, 44, is the Chief Compliance Officer of the Company. He joined Horizon Kinetics in 2005 and served as the Chief Compliance Officer and Associate General Counsel of Horizon Kinetics prior to the Merger. He oversees Horizon Kinetics’ compliance program and supports all legal and regulatory functions. He also serves as Secretary for Renn Fund, Inc., a closed-end fund, and for Consensus Mining and Seigniorage Corporation. Mr. Grimaldi holds a BA in Legal Studies from Quinnipiac University (cum laude) and a JD from Albany Law School.

Mr. David Arndt, 39, is President of the Company’s Consumer Products Division. He served as President and Principal Executive Officer of Scott’s from December 2023 until August 2024. He also held the titles of Chief Financial Officer, Principal Accounting Officer, Treasurer and Corporate Secretary of Scott’s between October 2021 and August 2024. Mr. Arndt was employed by Scott’s beginning in 2017, serving as the VP of Finance of Scott’s since April 2021 and, prior to that, serving as Director of FP&A and Treasury, Controller, and Director of Financial Reporting. Before joining Scott’s, Mr. Arndt was employed by EKS&H LLLP (now Plante & Moran, PLLC) for seven years, serving in a number of positions, including Audit Manager, and serving several clients in the manufacturing and consumer products industries. Mr. Arndt earned a B.S. in Accounting and a MAcc from the University of Kansas.

Indemnification Agreements

Effective as of the Closing Date, the Board approved a new form of indemnification agreement for each of the Company’s directors and executive officers. The Company’s directors and executive officers either have entered or are expected to enter into individual indemnification agreements corresponding to such form as soon as practicable following the Closing Date, and such indemnification agreements will replace any previous indemnification agreements entered into between Scott’s and its directors.

The indemnification agreements are governed by Delaware law. The indemnification agreements require the Company, among other things, to indemnify the director or executive officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, incurred or suffered by the individual in connection with any action, suit or proceeding by reason of the fact that the individual was a director or executive officer of the Company, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company.

The foregoing description of the indemnification agreements expected to be entered into between the Company and each of its directors and executive officers is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The description contained under the heading “Conversion, Name Change and Reverse Split” in the Explanatory Note above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
2.1	Plan of Conversion
2.2	Certificate of Conversion, as filed with the Secretary of State of Delaware
2.3	Statement of Conversion, as filed with the Secretary of State of Colorado
3.1	Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware
3.2	Bylaws
10.1	Form of Indemnification Agreement (Directors and Officers)
99.1	Horizon Kinetics Financial Statements for the Years Ended December 31, 2023 and 2022
99.2	Horizon Kinetics Financial Statements for the Quarters Ended March 31, 2024 and 2023
99.3	Unaudited Pro Forma Financial Statements

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained herein, including statements regarding the Company’s future financial position and results of operations, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs as a combined company.

Important factors that could cause actual results to differ from those in the forward-looking statements include the possibility that anticipated benefits from the merger will not be realized, or will not be realized within the expected time period; and disruption from the merger making it more difficult to maintain business and operational relationships; among other risks.

Further information on risks we face is contained in our filings with the SEC, including our Form 10-K for the fiscal year ended December 31, 2023 and our Form 10-Q for the fiscal quarters ended June 30, 2024 and March 31, 2024, and the definitive proxy statement dated May 13, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

SIGNATURES

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 KINETICS HOLDING CORPORATION
Date:	August 7, 2024	By:	/s/ Jay Kesslen
			Jay Kesslen<br>General Counsel

EX-2.1

EXHIBIT 2.1

PLAN OF CONVERSION OF

SCOTT’S LIQUID GOLD-INC., a Colorado corporation,

INTO

HORIZON KINETICS HOLDING CORPORATION, a Delaware corporation

This PLAN OF CONVERSION (this “Plan”), dated as of August 1, 2024, is hereby adopted by Scott’s Liquid Gold-Inc., a Colorado corporation (“Scott’s”), in order to set forth the terms, conditions and procedures governing the conversion of Scott’s into a Delaware corporation pursuant to Section 7-111-101.5 of the Colorado Business Corporation Act (as amended, the “CBCA”), Sections 7-90-201 and 7-90-202 of the Colorado Corporations and Associations Act (as amended, the “CCAA”) and Section 265 of the Delaware General Corporation Law (as amended, the “DGCL”).

WHEREAS, Scott’s Board of Directors has approved the Conversion (as defined below) and submitted this Plan to the shareholders of Scott’s for approval, and the shareholders have approved this Plan.

NOW, THEREFORE, Scott’s does hereby adopt this Plan to effectuate the conversion of Scott’s into a Delaware corporation as follows:

Conversion. Upon and subject to the terms and conditions of this Plan and pursuant to the relevant provisions of the CBCA, CCAA and the DGCL, including, without limitation, Section 7-111-101.5 of the CBCA, Sections 7-90-201 and 7-90-202 of the CCAA and Sections 103 and 265 of the DGCL, Scott’s shall convert (referred to herein as the “Conversion”) into a Delaware corporation named “Horizon Kinetics Holding Corporation” (referred to herein as the “Company”) at the Effective Time (as defined in Section 3 below). The Company shall thereafter be subject to all of the provisions of the DGCL, except that notwithstanding Section 106 of the DGCL, the existence of the Company shall be deemed to have commenced on the date Scott’s commenced its existence in Colorado.
Effect of Conversion. Following the Conversion, and without any further action on the part of Scott’s, the Company or its shareholders, the Company shall, for all purposes of the laws of the States of Delaware and Colorado, be deemed to be the same entity as Scott’s. Upon the Effective Time, by virtue of the Conversion and without any further action on the part of Scott’s, the Company or its shareholders, for all purposes of the laws of the States of Delaware and Colorado, all of the rights, privileges and powers of Scott’s, and all property, real, personal and mixed, and all debts due to Scott’s, as well as all other things and causes of action belonging to Scott’s, shall remain vested in the Company and shall be the property of the Company and the title to any real property vested by deed or otherwise in Scott’s shall not revert or be in any way impaired, but all rights of creditors and all liens upon any property of Scott’s shall be preserved unimpaired, and all debts, liabilities and duties of Scott’s shall remain attached to the Company and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a Delaware corporation. The rights, privileges, powers and interests in property of Scott’s, as well as the debts, liabilities and duties of Scott’s, shall not be deemed, as a consequence of the Conversion, to have been transferred to the Company for any purpose of the laws of the States of Delaware or Colorado. The Conversion shall not be deemed to affect any obligations or liabilities of Scott’s incurred prior to the Effective Time or the personal liability of any person incurred prior thereto. Scott’s shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the Conversion shall not be deemed to constitute a dissolution of Scott’s and shall constitute a continuation of the existence of Scott’s in the form of a Delaware corporation. The Company is the same entity as Scott’s.
Effective Time. Provided that this Plan has not been terminated or deferred pursuant to Section 16 hereof, the Conversion shall be effected as soon as practicable after the shareholders of Scott’s have approved this Plan. Subject to the foregoing, the Conversion shall be effective at 11:05 p.m. Eastern
Time on August 1, 2024 upon (a) the filing with the Secretary of State of the State of Colorado of a duly executed Statement of Conversion meeting the requirements of Section 7-90-201.7 of the CCAA (the “Colorado Statement of Conversion”) and (b) the filing with the Secretary of State of the State of Delaware of (i) a duly executed Certificate of Conversion meeting the requirements of Sections 103 and 265 of the DGCL in substantially the form of Exhibit A hereto (the “Delaware Certificate of Conversion”), and (ii) a duly executed Certificate of Incorporation of the Company in the form specified below (the “Effective Time”).
Corporate Governance Matters.
Certificate of Incorporation. At the Effective Time, the Certificate of Incorporation of the Company shall be as set forth in substantially the form of Exhibit B attached hereto (the “Certificate of Incorporation”) and shall be filed with the Secretary of State of the State of Delaware.
Bylaws. At the Effective Time, the Bylaws of the Company shall be as set forth in substantially the form of Exhibit C attached hereto (the “Bylaws”), and shall be deemed adopted as such by the Board of Directors of the Company. Thereafter, the Bylaws may be amended by the Board of Directors or shareholders of the Company as provided in the Bylaws and, as applicable, the Certificate of Incorporation.
Officers and Directors. The officers and directors of the Company immediately after 11:10 p.m. Eastern Time on August 1, 2024 shall be those officers and directors specified in Scott’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on or about May 13, 2024, unless different officers shall be appointed by the directors of the Company, in which case the officers of the Company shall be those persons so appointed.
Effect of the Conversion on the Common Stock of Scott’s. Subject to the terms and conditions of this Plan, at the Effective Time, by virtue of the Conversion and without any further action on the part of Scott’s, the Company or its shareholders, each twenty (20) share of common stock, par value $0.10 per share, of Scott’s (the “Scott’s Common Stock”) issued and outstanding shall automatically be combined and converted into one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.10 per share, of the Company (the “Company Common Stock”) (such combination, the “Reverse Stock Split”). No fractional shares of Company Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate or book entry position which formerly represented shares of Scott’s Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Company Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment equal to the fraction of a share of Company Common Stock to which such holder would otherwise be entitled multiplied by the closing price per share of the Company Common Stock on OTC Pink Market tier of OTC Markets (or other market on which the Company Common Stock is listed), on the date of the Effective Time. The Reverse Stock Split shall have no effect on the authorized number of shares of Scott’s Common Stock.
Effect of the Conversion on the Preferred Stock of Scott’s. There are no shares of preferred stock of Scott’s issued and outstanding. The Reverse Stock Split shall have no effect on the authorized number of shares of Scott’s preferred stock.
Effect of the Conversion on Awards of Scott’s. Subject to the terms and conditions of this Plan, at the Effective Time, all outstanding stock options, purchase rights, restricted stock awards, restricted stock units and other stock awards relating to the Scott’s Common Stock shall, by virtue of the Conversion
and without any further action on the part of Scott’s, the Company, its shareholders or the holders of any such awards, continue on the same terms and conditions and be assumed by the Company, provided that all such awards shall be deemed to provide for the issuance or purchase of, or otherwise relate to, the Company Common Stock. Unless otherwise specified in the applicable plan pursuant to which such awards were made, each outstanding and unexercised option, other right to purchase, or security convertible into, capital stock of Scott’s (a “Right”) shall be an option, right to purchase or security convertible into the same type of capital stock of the Company on the basis of one (1) share of capital stock of the Company for each twenty (20) shares of the same type of capital stock of Scott’s issuable pursuant to any such Right, on the same terms and conditions in place at the Effective Time of the Conversion; provided, that any exercise price or conversion price in effect with respect to any such Right at the Effective Time of the Conversion shall be increased proportionately.
Stock Certificates. From and after the Effective Time, the registered owner on the books and records of the Company or its transfer agent of any outstanding certificate of Scott’s Common Stock shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Company or its transfer agent, have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon the shares of the Company evidenced by such outstanding certificate; provided, however, that, subject to the treatment of fractional shares specified in Section 5 hereof, each such certificate that theretofore represented shares of Scott’s Common Stock shall thereafter represent that number of shares of Company Common Stock into which the shares of Scott’s Common Stock represented by such certificate shall have been reclassified and combined pursuant to Section 5 hereof. Each person holding of record a stock certificate or certificates that represented shares of Scott’s Common Stock shall receive, upon surrender, and only upon such surrender, of such certificate or certificates, book-entry shares or, if specifically requested, a new certificate or certificates, evidencing and representing the number of shares of Company Common Stock to which such person is entitled under the foregoing reclassification and combination.
Employee Benefit and Compensation Plans. At the Effective Time, each employee benefit plan, incentive compensation plan, equity incentive plan, stock purchase plan, restricted stock unit agreement, cash-settled performance unit, stock option agreement and other similar plans and agreements to which Scott’s is then a party shall be automatically assumed by, and continue to be the plan of, the Company, without further action by Scott’s or the Company or any other party thereto. To the extent any employee benefit plan, incentive compensation plan, equity incentive plan, stock purchase plan, restricted stock unit agreement, cash-settled performance unit, stock option agreement or other similar plan or agreement provides for the issuance or purchase of, or otherwise relates to, Scott’s Common Stock, after the Effective Time, such plan or agreement shall be deemed to provide for the issuance or purchase of, or otherwise relate to, the Company Common Stock.
Further Assurances. If, at any time after the Effective Time, the Company shall determine or be advised that any deeds, bills of sale, assignments, agreements, documents or assurances or any other acts or things are necessary, desirable or proper, consistent with the terms of this Plan to vest, perfect or confirm, of record or otherwise, in the Company its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of Scott’s, or to otherwise carry out the purposes of this Plan, the Company and its proper officers and directors (or their designees), are hereby authorized to execute and deliver, in the name and on behalf of Scott’s, all such deeds, bills of sale, assignments, agreements, documents and assurances and do, in the name and on behalf of Scott’s, all such other acts and things necessary, desirable to vest, perfect or confirm, of record or otherwise, in the Company its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of Scott’s, or to otherwise carry out the purposes of this Plan and the Conversion.
Implementation and Interpretation. This Plan shall be implemented and interpreted, prior to the Effective Time, by the Board of Directors of Scott’s and interpreted, upon the Effective Time, by the Board of Directors of the Company, (a) each of which shall have full power and authority to delegate and assign any matters covered hereunder to any other party(ies), including, without limitation, any officers of Scott’s or the Company, as the case may be, and (b) the interpretations and decisions of which shall be final, binding, and conclusive on all parties.
Amendment. This Plan may be amended or modified by the Board of Directors of Scott’s at any time prior to the Effective Time, provided that an amendment made subsequent to the approval of this Plan by the shareholders of Scott’s shall not alter or change (a) the amount or kind of shares or other securities to be received by the shareholders hereunder, (b) any term of the Certificate of Incorporation or the Bylaws, other than changes permitted to be made without shareholder approval by the DGCL, or (c) any of the terms and conditions of this Plan if such alteration or change would adversely affect the holders of any class or series of the stock of Scott’s.
Termination or Deferral. At any time before the Effective Time, (a) this Plan may be terminated and the Conversion may be abandoned by action of the Board of Directors of Scott’s, notwithstanding the approval of this Plan by the shareholders of Scott’s, or (b) the consummation of the Conversion may be deferred for a reasonable period of time if, in the opinion of the Board of Directors of Scott’s, such action would be in the best interest of Scott’s and its shareholders. In the event of termination of this Plan, this Plan shall become void and of No effect and there shall be No liability on the part of Scott’s or its Board of Directors or shareholders with respect thereto.
Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person or entity other than as expressly provided herein.
Severability. Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Plan.
Governing Law. This Plan shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware.
Facsimile Signatures. This Plan may be executed by facsimile or electronic signature.

IN WITNESS WHEREOF, Scott’s Liquid Gold-Inc., a Colorado corporation, has caused this Plan to be executed by its duly authorized representative as of the date first stated above.

SCOTT’S LIQUID GOLD-INC.,<br><br>a Colorado corporation
By:<br><br>Name:<br><br>Title:	/s/ David M. Arndt<br><br>David M. Arndt<br><br>President and Chief Financial Officer

Exhibit A

Certificate of Conversion

Exhibit B

Certificate of Incorporation

Exhibit C

Bylaws

EX-2.2

EXHIBIT 2.2

Certificate of Conversion, as Corrected by Certificate of Correction filed on July 31, 2024

to delay Effective Time

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A NON-DELAWARE CORPORATION

TO A DELAWARE CORPORATION

PURSUANT TO SECTION 265 OF THE

DELAWARE GENERAL CORPORATION LAW

The jurisdiction where the Non-Delaware Corporation was first formed and remains organized in the State of Colorado.
The date on which the Non-Delaware Corporation was first formed is February 15, 1954.
The name of the Non-Delaware Corporation immediately prior to filing this Certificate is Scott’s Liquid Gold-Inc.
The name of the Corporation as set forth in the attached Certificate of Incorporation is Horizon Kinetics Holding Corporation.
All provisions of the Plan of Conversion pursuant to which this Certificate is filed have been approved in accordance with all laws applicable to the Non-Delaware Corporation.
The conversion shall be effective at 11:05 p.m. Eastern Time on August 1, 2024.

IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting Non-Delaware Corporation has executed this Certificate on the 26th day of July, 2024.

SCOTT’S LIQUID GOLD-INC.,<br><br>a Colorado corporation
By:	/s/ David M. Arndt
	David M. Arndt<br><br>President and Chief Financial Officer

EX-2.3

EXHIBIT 2.3

Statement of Conversion, as Corrected by Statement of Correction filed on July 31, 2024

to delay Effective Time

Statement of Conversion Converting a Domestic Entity into a Foreign Entity filed pursuant to § 7-90-201.7 (1) and § 7-90-204.5 of the Colorado Revised Statutes (C.R.S.)

For the converting entity, its ID number, entity name, form of entity, jurisdiction under the law of which it is formed, and principal office address are

ID number 19871125184

(Colorado Secretary of State ID number)

Entity name<br><br>Form of entity<br><br>Jurisdiction<br><br>Principal office street address	SCOTT'S LIQUID GOLD-INC.
	Corporation
	Colorado
	720 S. Colorado Blvd., PH N
	(Street number and name)

Denver CO 80246

(City) (State) (ZIP/Postal Code)

United States

(Province — f applicable) (Country)

Principal office mailing address

(leave blank if same as street address) (Street number and name or Post Office Box information)

(City) (State) (ZIP/Postal Code)

(Province — if applicable) (Country)

For the resulting entity, its true name, form of entity, jurisdiction under the law of which it is formed, and principal address are

True name Horizon Kinetics Holding Corporation

Form of entity Foreign Corporation

Jurisdiction Delaware

Street address 470 Park Avenue South

(Street number and name)

New York		NY 10016<br><br>(State) (ZIP/Postal Code)
	(City)

(Province — f applicable) (Country)

Mailing address

(leave blank if same as street address) (Street number and name or Post Office Box information)

(City) (State) (ZIP/Postal Code)

(Province — if applicable) (Country)

The converting entity has been converted into the resulting entity pursuant to section 7-90-201.7, C.R.S.
(Mark the applicable box and complete the statement. Caution: Mark only one box)

☒ The resulting foreign entity does not maintain a registered agent in this state and service of process may be addressed to the entity and mailed to the principal address pursuant to section 7-90-704 (2), C.R.S.

The resulting foreign entity maintains a registered agent to accept service pursuant to section 7-90204.5, C.R.S. The person appointed as registered agent has consented to being so appointed. Such registered agent's name and address are

Name<br><br>(if an individual)<br><br>or<br><br>(if an entity)
	(Last) (First) (Middle) (Suffix)

(Caution: Do not provide both an individual and an entity name.)

Street address

(Street number and name)

	CO<br><br>(State)
(City)		(ZIP Code)

Mailing address

(leave blank, if same as street address) (Street number and name or Post Office Box information)

		CO<br><br>(State)
	(City)		(ZIP Code)
5. (If applicable, adopt the following statement by marking the box and include an attachment.)<br><br>☐ This document contains additional information as provided by law.

(Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)

(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)

The delayed effective date and, if applicable, time of this document are 08/01/2024 9:05 PM

(mm/dd/yyyy hour: minute am/pm)

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual's act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent

documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered.

The true name and mailing address of the individual causing this document to be delivered for filing are

Arndt David M.

(Last) (First) (Middle) (Suffix)

720 S. Colorado Blvd., PH N

(Street number and name or Post Office Box information)

Denver CO 80246

(City) (State) (ZIP/Postal Code)

(Province — if applicable) (Country)

(I applicable, adopt the following statement by marking the box and include an attachment.)

☐ This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

19909710v1This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user's legal, business or tax advisor(s).

EX-3.1

EXHIBIT 3.1

Certificate of Incorporation, as Corrected by Certificate of Correction filed on July 31, 2024 to delay Effective Time

CERTIFICATE OF INCORPORATION

HORIZON KINETICS HOLDING CORPORATION

ARTICLE I

The name of the Corporation is Horizon Kinetics Holding Corporation (hereinafter called the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in the County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

Section 4.1. This Corporation is authorized to issue two classes of stock, to be designated, respectively, Common Stock and Preferred Stock. The total number of shares of stock that the Corporation shall have authority to issue is 70,000,000 shares, of which 50,000,000 shares are Common Stock, $0.10 par value per share, and 20,000,000 shares are Preferred Stock, $0.10 par value per share.

Section 4.2. Each share of Common Stock shall entitle the holder thereof to one (1) vote on any matter submitted to a vote at a meeting of stockholders.

Section 4.3. The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including, without limitation, authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing. The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then

outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in this Certificate of Incorporation (this “Certificate of Incorporation”) or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the Corporation shall take all such steps as are necessary to cause the shares constituting such decrease to resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

Section 4.4. Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock even if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).

ARTICLE V

The number of directors that constitutes the entire Board of Directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier resignation or removal; except that if any such meeting shall not be so held, such election shall take place at a stockholders’ meeting called and held in accordance with the DGCL.

ARTICLE VI

Section 6.1. Any director or the entire Board of Directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.

Section 6.2. Except as otherwise provided for or fixed by or pursuant to the provisions of Article IV hereof in relation to the rights of the holders of Preferred Stock to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors, created in accordance with the Bylaws of the Corporation, and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director, and not by the stockholders. A person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the expiration of the term for which he or she was elected and until his or her successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

ARTICLE VII

Section 7.1. The Corporation is to have perpetual existence.

Section 7.2. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 7.3. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation. The affirmative vote of at least a majority of the Board of Directors then in office shall be required in order for the Board of Directors to adopt, amend, alter or repeal the Corporation’s Bylaws. The Corporation’s Bylaws may also be adopted, amended, altered or repealed by the stockholders of the Corporation. Notwithstanding the above or any other provision of this Certificate of Incorporation, the Bylaws of the Corporation may not be amended, altered or repealed except in accordance with Article X of the Bylaws. No Bylaw hereafter legally adopted, amended, altered or repealed shall invalidate any prior act of the directors or officers of the Corporation that would have been valid if such Bylaw had not been adopted, amended, altered or repealed.

Section 7.4. The election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

Section 7.5. No stockholder will be permitted to cumulate votes at any election of directors.

ARTICLE VIII

Section 8.1. Special meetings of stockholders of the Corporation may be called in the manner and to the extent provided in the Bylaws of the Corporation. Only such business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting.

Section 8.2. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner and to the extent provided in the Bylaws of the Corporation.

ARTICLE IX

Section 9.1. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the

personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Section 9.2. The Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board of Directors.

Section 9.3. The Corporation shall have the power to indemnify, to the extent permitted by applicable law, any employee or agent of the Corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

Section 9.4. Neither any amendment nor repeal of any Section of this Article IX, nor the adoption of any provision of this Certificate of Incorporation or the Bylaws of the Corporation inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any matter occurring, or any cause of action, suit, claim or proceeding accruing or arising or that, but for this Article IX, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE X

Meetings of stockholders may be held within or outside of the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE XI

The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation.

ARTICLE XII

The incorporator of the Corporation is HKNY ONE, LLC, whose mailing address is 720 S. Colorado Blvd., PH N, Denver, Colorado 80246.

This Certificate of Incorporation shall become effective at 11:05 p.m. Eastern Time on August 1, 2024.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges that the foregoing Certificate of Incorporation is its act and deed on this 26th day of July, 2024.

HKNY ONE, LLC<br><br><br><br>By: SCOTT’S LIQUID GOLD-INC.,<br><br>as sole member and manager
By: /s/ David M. Arndt<br><br>Name: David M. Arndt
Title: President and Chief Financial Officer

EX-3.2

EXHIBIT 3.2

BYLAWS OF HORIZON KINETICS HOLDING CORPORATION

(Effective 11:05 p.m. Eastern Time on August 1, 2024)

ARTICLE I - CORPORATE OFFICES

1.1. REGISTERED OFFICE

The registered office of Horizon Kinetics Holding Corporation shall be fixed in the corporation’s certificate of incorporation, as the same may be amended from time to time.

1.2. OTHER OFFICES

The corporation’s board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II - MEETINGS OF STOCKHOLDERS

2.1. PLACE OF MEETINGS

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. The board of directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s principal executive office.

2.2. ANNUAL MEETING

The board of directors shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought before the meeting in accordance with Section 2.4 of these bylaws may be transacted.

2.3. SPECIAL MEETING

(i) A special meeting of the stockholders, other than those required by statute, may be called at any time by (A) the board of directors, (B) the chairperson of the board of directors, (C) the chief executive officer, (D) the president (in the absence of a chief executive officer), or (E) the secretary, following receipt of one or more written demands to call a special meeting of the stockholders in accordance with, and subject to, this Section 2.3 from stockholders of record who own, in the aggregate, at least 25% of the voting power of the outstanding shares of the corporation then entitled to vote on the matter or matters to be brought before the proposed special meeting.

(ii) A request to the secretary shall be delivered to him or her at the corporation’s principal executive offices and signed by each stockholder, or a duly authorized agent of such stockholder, requesting the special meeting and shall set forth: (A) a brief description of each

matter of business desired to be brought before the special meeting, (B) the reasons for conducting such business at the special meeting, and (C) the text of any proposal or business to be considered at the special meeting (including the text of any resolutions proposed to be considered and in the event that such business includes a proposal to amend these bylaws, the language of the proposed amendment).

(iii) Business transacted at a special meeting requested by stockholders shall be limited to the matters described in the special meeting request; provided, however, that nothing herein shall prohibit the board of directors from submitting matters to the stockholders at any special meeting requested by stockholders.

(iv) A special meeting requested by stockholders shall be held at such date and time as may be fixed by the board of directors; provided, however, that the date of any such special meeting shall be not more than 90 days after the request to call the special meeting is received by the secretary. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if: (A) the board of directors has called or calls for an annual or special meeting of the stockholders to be held within 90 days after the secretary receives the request for the special meeting and the board of directors determines in good faith that the business of such meeting includes (among any other matters properly brought before the meeting) the business specified in the request, (B) the stated business to be brought before the special meeting is not a proper subject for stockholder action under applicable law, (C) an identical or substantially similar item was presented at any meeting of stockholders held within 120 days prior to the receipt by the secretary of the request for the special meeting (and, for purposes of this Section 2.3(iv), the election of directors shall be deemed a similar item with respect to all items of business involving the election or removal of directors), or (D) the special meeting request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”).

(v) A stockholder may revoke a request for a special meeting at any time by written revocation delivered to the secretary, and if, following such revocation, there are unrevoked requests from stockholders holding in the aggregate less than the requisite number of shares entitling the stockholders to request the calling of a special meeting, the board of directors, in its discretion, may cancel the special meeting.

2.4. ADVANCE NOTICE PROCEDURES

(i) Advance Notice of Stockholder Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought (A) pursuant to the corporation’s proxy materials with respect to such meeting, (B) by or at the direction of the board of directors, or (C) by a stockholder of the corporation who (1) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(i) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 2.4(i). In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these bylaws and applicable law. Except for

proposals properly made in accordance with Rule 14a-8 under the 1934 Act and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations), and included in the notice of meeting given by or at the direction of the board of directors, for the avoidance of doubt, clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

(a) To comply with clause (C) of Section 2.4(i) above, a stockholder’s notice must set forth all information required under this Section 2.4(i) and must be timely received by the secretary of the corporation. To be timely, a stockholder’s notice must be received by the secretary at the principal executive offices of the corporation not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that No annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In No event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described in this Section 2.4(i)(a). “Public Announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

(b) To be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (3) the class and number of shares of the corporation that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, (5) any material interest of the stockholder or a Stockholder Associated Person in such business, and (6) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least

the percentage of the corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (6), a “Business Solicitation Statement”). In addition, to be in proper written form, a stockholder’s notice to the secretary must be supplemented not later than ten days following the record date for notice of the meeting to disclose the information contained in clauses (3) and (4) above as of the record date for notice of the meeting. For purposes of this Section 2.4, a “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).

(c) Without exception, No business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.4(i) and, if applicable, Section 2.4(ii). In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 2.4(i), and, if the chairperson should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(ii) Advance Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.4(ii) shall be eligible for election or re-election as directors at an annual meeting of stockholders. Nominations of persons for election to the board of directors of the corporation shall be made at an annual meeting of stockholders only (A) by or at the direction of the board of directors or (B) by a stockholder of the corporation who (1) was a stockholder of record at the time of the giving of the notice required by this Section 2.4(ii), on the record date for the determination of stockholders entitled to notice of the annual meeting and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 2.4(ii). In addition to any other applicable requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form to the secretary of the corporation.

(a) To comply with clause (B) of Section 2.4(ii) above, a nomination to be made by a stockholder must set forth all information required under this Section 2.4(ii) and must be received by the secretary of the corporation at the principal executive offices of the corporation at the time set forth in, and in accordance with, the final three sentences of Section 2.4(i)(a) above.

(b) To be in proper written form, such stockholder’s notice to the secretary must set forth:

(1) as to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, (F) a written statement executed by the nominee acknowledging that as a director of the corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the corporation and its stockholders, and (G) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and

(2) as to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (5) of Section 2.4(i)(b) above, and the supplement referenced in the second sentence of Section 2.4(i)(b) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (B) a statement whether either such stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of a number of the corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect such nominee(s) (such information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”).

(c) At the request of the board of directors, any person nominated by a stockholder for election as a director must furnish to the secretary of the corporation (1) that information required to be set forth in the stockholder’s notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given and (2) such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee; in the

absence of the furnishing of such information if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 2.4(ii).

(d) Without exception, No person shall be eligible for election or re-election as a director of the corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 2.4(ii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded.

(iii) Advance Notice of Director Nominations for Special Meetings.

(a) For a special meeting of stockholders at which directors are to be elected pursuant to Section 2.3, nominations of persons for election to the board of directors shall be made only (1) by or at the direction of the board of directors or (2) by any stockholder of the corporation who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(iii), on the record date for the determination of stockholders entitled to notice of the special meeting and on the record date for the determination of stockholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to the secretary of the corporation that includes the information set forth in Sections 2.4(ii)(b) and (ii)(c) above. To be timely, such notice must be received by the secretary at the principal executive offices of the corporation not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated (i) by or at the direction of the board of directors or (ii) by a stockholder in accordance with the notice procedures set forth in this Section 2.4(iii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

(b) The chairperson of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.

(iv) Other Requirements and Rights. In addition to the foregoing provisions of this Section 2.4, a stockholder must also comply with all applicable requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4, including, with respect to business such stockholder intends to bring before the annual meeting that involves a proposal that such stockholder requests to be included in the corporation’s proxy statement, the requirements of Rule 14a-8 (or any successor provision) under the 1934 Act. Nothing in this Section 2.4 shall be deemed to affect any right of the corporation to omit a proposal from the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act.

2.5. NOTICE OF STOCKHOLDERS’ MEETINGS

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

2.6. QUORUM

The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.

If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

2.7. ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and

the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL and Section 2.11 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

2.8. CONDUCT OF BUSINESS

The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. The chairperson of any meeting of stockholders shall be designated by the board of directors; in the absence of such designation, the chairperson of the board, if any, the chief executive officer (in the absence of the chairperson) or the president (in the absence of the chairperson of the board and the chief executive officer), or in their absence any other executive officer of the corporation, shall serve as chairperson of the stockholder meeting.

2.9. VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation or these bylaws.

2.10. RECORD DATES

In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If No record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this Section 2.10 at the adjourned meeting.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If No record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Any action required or permitted to be taken by the stockholders of the corporation may be effected by a consent in writing as provided by Section 228 of the DGCL.

2.11. PROXIES

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A written proxy may be in the form of a telegram, cablegram, or other means of electronic transmission which sets forth or is

submitted with information from which it can be determined that the telegram, cablegram, or other means of electronic transmission was authorized by the person.

2.12. LIST OF STOCKHOLDERS ENTITLED TO VOTE

The corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation’s principal place of business. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

2.13. INSPECTORS OF ELECTION

Before any meeting of stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy.

Such inspectors shall:

(i) ascertain the number of shares outstanding and the voting power of each;

(ii) determine the shares represented at the meeting and the validity of proxies and ballots;

(iii) count all votes and ballots;

(iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(v) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III - DIRECTORS

3.1. POWERS

The business and affairs of the corporation shall be managed by or under the direction of the board of directors, except as may be otherwise provided in the DGCL or the certificate of incorporation.

3.2. NUMBER OF DIRECTORS

The board of directors shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be as determined from time to time by resolution of the board of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3. ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors.

3.4. RESIGNATION AND VACANCIES

Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by stockholders. If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

If at any time, by reason of death or resignation or other cause, the corporation should have No directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board of directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

3.5. PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors or any subcommittee, may participate in a meeting of the board of directors, or any such committee or subcommittee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.6. REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

3.7. SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairperson of the board of directors, the chief executive officer, the president, the secretary or a majority of the authorized number of directors.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile;

(iv) sent by electronic mail; or

(v) otherwise given by electronic transmission (as defined in Section 7.2),

directed to each director at that director’s address, telephone number, facsimile number, electronic mail address or other contact for notice by electronic transmission, as the case may be, as shown on the corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile, (iii) sent by electronic mail or (iv) otherwise given by electronic transmission, it shall be delivered, sent or otherwise directed to each director, as applicable, at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation’s principal executive office) nor the purpose of the meeting.

3.8. QUORUM; VOTING

At all meetings of the board of directors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

3.9. BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee or subcommittee thereof, may be taken without a meeting if all members of the board of directors or committee or subcommittee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board of directors or committee or subcommittee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), No later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this Section 3.9 at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.

3.10. FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.

3.11. REMOVAL OF DIRECTORS

Except as prohibited by applicable law or the certificate of incorporation, the stockholders holding a majority of the shares then entitled to vote at an election of directors may remove any director from office with or without cause. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV - COMMITTEES

4.1. COMMITTEES OF DIRECTORS

The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in these bylaws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but No such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any

action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation.

4.2. COMMITTEE MINUTES

Each committee and subcommittee shall keep regular minutes of its meetings and report the same to the board of directors, or the committee, when required.

4.3. MEETINGS AND ACTION OF COMMITTEES

A majority of the directors then serving on a committee or subcommittee shall constitute a quorum for the transaction of business by the committee or subcommittee, unless the certificate of incorporation, these bylaws, a resolution of the board of directors or a resolution of a committee that created the subcommittee requires a greater or lesser number, provided that in No case shall a quorum be less than 1/3 of the directors then serving on the committee or subcommittee. The vote of the majority of the members of a committee or subcommittee present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, unless the certificate of incorporation, these bylaws, a resolution of the board of directors or a resolution of a committee that created the subcommittee requires a greater number. Meetings and actions of committees and subcommittees shall otherwise be governed by, and held and taken in accordance with, the provisions of:

(i) Section 3.5 (place of meetings and meetings by telephone);

(ii) Section 3.6 (regular meetings);

(iii) Section 3.7 (special meetings and notice);

(iv) Section 3.8 (quorum; voting);

(v) Section 7.5 (waiver of notice); and

(vi) Section 3.9 (action without a meeting)

with such changes in the context of those bylaws as are necessary to substitute the committee or subcommittee and its members for the board of directors and its members. However:

(i) the time and place of regular meetings of committees and subcommittees may be determined either by resolution of the board of directors or by resolution of the committee or subcommittee;

(ii) special meetings of committees and subcommittees may also be called by resolution of the board of directors or the committee or subcommittee; and

(iii) notice of special meetings of committees and subcommittees shall also be given to all alternate members, as applicable, who shall have the right to attend all meetings of the committee or subcommittee. The board of directors, or, in the absence of any such action by the board of directors, the committee or subcommittee, may adopt rules for the government of any committee or subcommittee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.

4.4. SUBCOMMITTEES

Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE V - OFFICERS

5.1. OFFICERS

The officers of the corporation shall be a president and a secretary. The corporation may also have, at the discretion of the board of directors, a chairperson of the board of directors, a vice chairperson of the board of directors, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

5.2. APPOINTMENT OF OFFICERS

The board of directors shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment.

5.3. SUBORDINATE OFFICERS

The board of directors may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

5.4. REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the board

of directors at any regular or special meeting of the board of directors or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.5. VACANCIES IN OFFICES

Any vacancy occurring in any office of the corporation shall be filled by the board of directors or as provided in Section 5.3.

5.6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairperson of the board of directors, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

5.7. AUTHORITY AND DUTIES OF OFFICERS

All officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the board of directors.

ARTICLE VI - STOCK

6.1. STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of the corporation shall be represented by certificates, provided that the board of directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Unless otherwise provided by resolution of the board of directors, every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the corporation by any two authorized officers of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by

the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The corporation shall not have power to issue a certificate in bearer form.

The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2. SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the registered owner thereof shall be given a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to this Section 6.2 or Sections 156, 202(a), 218(a) or 364 of the DGCL or with respect to this Section 6.2 a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

6.3. LOST CERTIFICATES

Except as provided in this Section 6.3, No new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4. DIVIDENDS

The board of directors, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the corporation’s capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock, subject to the provisions of the certificate of incorporation.

The board of directors may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

6.5. TRANSFER OF STOCK

Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer.

6.6. STOCK TRANSFER AGREEMENTS

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

6.7. REGISTERED STOCKHOLDERS

The corporation:

(i) shall be entitled to treat the person registered on its books as the owner of any share or shares as the person exclusively entitled to receive dividends, vote, receive notifications and otherwise exercise all the rights and powers of an owner of such share or shares; and

(ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII - MANNER OF GIVING NOTICE AND WAIVER

7.1. NOTICE OF STOCKHOLDERS’ MEETINGS

Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the corporation’s records. An affidavit of the secretary or an assistant secretary of the

corporation or of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2. NOTICE BY ELECTRONIC TRANSMISSION

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if:

(i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and

(ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

7.3. NOTICE TO STOCKHOLDERS SHARING AN ADDRESS

Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

7.4. NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL

Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be No duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

7.5. WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VIII - INDEMNIFICATION

8.1. INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS

corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had No reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

8.2. INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

Subject to the other provisions of this Article VIII, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

8.3. SUCCESSFUL DEFENSE

To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

8.4. INDEMNIFICATION OF OTHERS

Subject to the other provisions of this Article VIII, the corporation shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL or other applicable law. The board of directors shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

8.5. ADVANCED PAYMENT OF EXPENSES

Expenses (including attorneys’ fees) actually and reasonably incurred by an officer or director of the corporation in defending any Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article VIII or the DGCL. Such expenses (including attorneys’ fees) actually and reasonably incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. The right to advancement of expenses shall not apply to any Proceeding (or any part of any Proceeding) for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding (or any part of any Proceeding) referenced in Section 8.6(ii) or 8.6(iii) prior to a determination that the person is not entitled to be indemnified by the corporation.

8.6. LIMITATION ON INDEMNIFICATION

Subject to the requirements in Section 8.3 and the DGCL, the corporation shall not be obligated to indemnify any person pursuant to this Article VIII in connection with any Proceeding (or any part of any Proceeding):

(i) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(iii) for any reimbursement of the corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the corporation, as required in each case under the 1934 Act (including any such reimbursements that arise from an accounting restatement of the corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(iv) initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the corporation or its directors, officers, employees, agents or other indemnitees, unless (a) the board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the corporation under applicable law, (c) otherwise required to be made under Section 8.7 or (d) otherwise required by applicable law; or

(v) if prohibited by applicable law.

8.7. DETERMINATION; CLAIM

If a claim for indemnification or advancement of expenses under this Article VIII is not paid in full within 90 days after receipt by the corporation of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The corporation shall indemnify such person against any and all expenses that are actually and reasonably incurred by such person in connection with any action for indemnification or advancement of expenses from the corporation under this Article VIII, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

8.8. NON-EXCLUSIVITY OF RIGHTS

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

8.9. INSURANCE

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of

the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.

8.10. SURVIVAL

The rights to indemnification and advancement of expenses conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

8.11. EFFECT OF REPEAL OR MODIFICATION

A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

8.12. CERTAIN DEFINITIONS

For purposes of this Article VIII, references to the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article VIII.

ARTICLE IX - GENERAL MATTERS

9.1. EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

Except as otherwise provided by law, the certificate of incorporation or these bylaws, the board of directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any document or instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, No officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

9.2. FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.

9.3. SEAL

The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the board of directors. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

9.4. CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE X - AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the affirmative vote of the holders of at least 50% of the total voting power of outstanding voting securities, voting together as a single class, shall be required for the stockholders of the corporation to alter, amend or repeal, or adopt any bylaw inconsistent with, the following provisions of these bylaws: Article II, Sections 3.1, 3.2, 3.4 and 3.11 of Article III, Article VIII and this Article X (including, without limitation, any such Article or Section as renumbered as a result of any amendment, alteration, change, repeal, or adoption of any other Bylaw). The board of directors shall also have the power to adopt, amend or repeal bylaws; provided, however, that a bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.

ARTICLE XI - EXCLUSIVE FORUM

Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action arising pursuant to any provision of the DGCL or the corporation’s certificate of incorporation or these bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten (10) days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than such court, or (C) for which such court does not have subject matter jurisdiction.

Unless the corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Unless the corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint stating any claim against the corporation, or any director, officer, employee, control person, underwriter, or agent of the corporation arising under the Securities Act of 1933, as amended.

Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the corporation shall be deemed to have notice of and consented to the provisions of this Article XI.

EX-10.1

EXHIBIT 10.1

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August 1, 2024 between Horizon Kinetics Holding Corporation (f/k/a Scott’s Liquid Gold-Inc.), a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).

RECITALS

WHEREAS, the Indemnitee serves as an officer and/or director of the Company as of the date of this Agreement; and

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify persons serving as directors or officers of the Company to the fullest extent permitted by applicable law so that they will serve or continue to serve as directors of the Company free from undue concern that they will not be so indemnified.

NOW THEREFORE, in consideration of the promises and the covenants contained herein, the Company and the Indemnitee do hereby covenant and agree as follows:

Section 1. Indemnification. The Company (and any successor of the Company by merger or otherwise) hereby agrees that, should the Indemnitee be made a party or is threatened to be made a party to or otherwise becomes involved in any action, suit or proceeding (in each case, whether civil, criminal, administrative or investigative) related to the Indemnitee serving in an official capacity as a director, officer, trustee, employee or agent of the Company or in any other capacity while serving as a director, officer, trustee, employee or agent of the Company (any such action, suit or proceeding, a “Proceeding”), the Company shall indemnify and hold harmless the Indemnitee, to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”), as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Company to provide greater indemnification rights than said law permitted the Company to provide prior to such amendment or modification), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974 and amounts paid or to be paid in settlement) incurred or suffered by the Indemnitee in connection with such Proceeding and such indemnification shall continue as to the Indemnitee if the Indemnitee ceases to be a director, officer, trustee, employee or agent of the Company and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in Section 4 of this Agreement, the Company shall indemnify the Indemnitee seeking indemnification in connection with a Proceeding (or part thereof) initiated by the Indemnitee only if such Proceeding (or part thereof) was authorized in the first instance by the Board of Directors (the “Board”) of the Company.

Section 2. Advancement of Expenses. The right to indemnification conferred upon the Indemnitee in this Agreement shall include the right, without the need for any action by the Board, to be paid by the Company (and any successor of the Company by merger or otherwise) the expenses incurred in defending any such Proceeding in advance of its final disposition, such

advances to be paid by the Company within 30 days after the receipt by the Company of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such director or officer is not entitled to be indemnified for such expenses under this Agreement or otherwise.

Section 3. Nature of Rights; Other Sources. The rights conferred upon the Indemnitee in this Agreement shall be contract rights between the Company and the Indemnitee that vest at the commencement of the Indemnitee’s service to or at the request of the Company and all such rights shall continue as to the Indemnitee even if he/she has ceased to be a director or officer of the Company or ceased to serve at the Company’s request as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, as described herein, and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance (other than directors’ and officers’ liability insurance or similar insurance obtained or maintained by or on behalf of the Company, its affiliates or any of the foregoing’s respective subsidiaries) from persons or entities other than the Company (collectively, the “Other Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort of the Indemnitees with respect to a Proceeding (i.e., its obligations to an Indemnitee hereunder are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnitee are secondary), (ii) that it shall be required to advance the expenses incurred by an Indemnitee in connection with a Proceeding (to the extent reimbursable under this Agreement) and shall be liable for the full amount of all losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) in connection with a Proceeding to the extent legally permitted and as required by the terms of this Agreement, without regard to any rights an Indemnitee may have against the Other Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect of a Proceeding. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of an Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Company hereunder shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Company. For the avoidance of doubt, no person or entity providing directors’ or officers’ liability insurance or similar insurance obtained or maintained by or on behalf of the Company, any of its affiliates or any of the foregoing’s respective subsidiaries, including any person or entity providing such insurance obtained or maintained as contemplated by Section 8, shall be an Other Indemnitor.

Section 4. Claims. To obtain indemnification under this Agreement with respect a Proceeding, a claimant shall submit to the Company a written request, including therein or

therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this Section 4, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (a) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (b) if no request is made by the claimant for a determination by Independent Counsel, (i) by a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum, (ii) if there are no such Disinterested Directors, or if a majority of the Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the claimant, or (iii) if a majority of Disinterested Directors so directs, by a majority of the stockholders of the Company. In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by the Board. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten days after such determination.

Section 5. Enforcement. If a claim under Section 1 of this Agreement is not paid in full by the Company within 60 days after a written claim pursuant to Section 4 of this Agreement has been received by the Company, or if a claim under Section 2 of this Agreement is not paid in full by the Company within 30 days after a written claim therefor has been made, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim to the fullest extent permitted by law. It shall be a defense to any such action that in the case of a claim for indemnification, the claimant has not met the standard of conduct that makes it permissible under the DGCL for the Company to indemnify the claimant for the amount claimed. Neither the failure of the Company (including its Board, Disinterested Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including its Board, Disinterested Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action for enforcement or create a presumption that the claimant has not met the applicable standard of conduct.

Section 6. Procedures. If a determination shall have been made pursuant to Section 4 of this Agreement that the claimant is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to Section 5 of this Agreement. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 5 of this Agreement that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in such proceeding that the Company is bound by all the provisions of this Agreement.

Section 7. Non-Exclusive Rights. The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Agreement: (i) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Company’s Certificate of Incorporation or Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise and (ii) cannot be

terminated by the Company, the Board or the stockholders of the Company with respect to any act or omission that is the subject of the Proceeding for which indemnification or advancement of expenses is sought prior to the date of such termination. Any amendment, modification, alteration or repeal of this Agreement (by merger, consolidation or otherwise) that in any way diminishes, limits, restricts, adversely affects or eliminates any right of an Indemnitee or his or her successors to indemnification, advancement of expenses or otherwise shall be prospective only and shall not, without the written consent of the Indemnitee, in any way diminish, limit, restrict, adversely affect or eliminate any such right with respect to any actual or alleged state of facts, occurrence, action or omission then or previously existing, or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission.

Section 8. Insurance. The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 9. Additional Rights. The Board may grant rights to indemnification, and rights to be paid by the Company the expenses incurred in connection with any Proceeding in advance of its final disposition, to any current or former employee or agent of the Company to the fullest extent of the provisions of this Agreement with respect to the indemnification and advancement of expenses of current or former directors and officers of the Company.

Section 10. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each such portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 11. Definitions; Construction. For purposes of this Agreement: “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by the claimant; and “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporate law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or the claimant in an action to determine the claimant’s rights under this Agreement. Any reference to an officer of the Company in this Agreement shall be deemed to refer exclusively to the officers appointed as such pursuant to the Bylaws by the Board or by an officer to whom the Board has delegated the power to appoint officers, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent governing body) of such other entity pursuant to the certificate of incorporation

and bylaws (or equivalent organizational documents) of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Company or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “vice president” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Company or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Company or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Agreement.

Section 12. Notices. Any notice, request or other communication required or permitted to be given to the Company under this Agreement shall be in writing and either delivered in person or sent by telecopy, fax, email, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Company and shall be effective only upon receipt by the Secretary.

Section 13. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to the Indemnitee in respect of any Proceeding to the extent the Indemnitee has otherwise received payment under any insurance policy, the Bylaws or other constituent documents of the Company, any other indemnification provided to the Indemnitee or otherwise of the amounts otherwise indemnifiable by the Company hereunder.

Section 14. Amendments. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties to this Agreement. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

Section 15. Governing Law and Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and the Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement and (c) waive, and agree not to plead or make, any claim that the Delaware Court lacks venue or that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 16. Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.

Section 17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, but all of which together shall constitute one and the same Agreement.

[Signature page follows.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

HORIZON KINETICS HOLDING CORPORATION

(f/k/a SCOTT’S LIQUID GOLD-INC.)

By:

Name:

Title:

INDEMNITEE:

_________________________________

Name:

Signature Page to Indemnification Agreement

EX-99.1

EXHIBIT 99.1

Horizon Kinetics LLC and Subsidiaries (A Limited Liability Company)

Consolidated Financial Statements and Independent Auditors’ Report

As of and for the Years Ended December 31, 2023 and 2022

Contents

Independent Auditors’ Report	3
Consolidated Financial Statements
Consolidated Statements of Financial Condition	5
Consolidated Statements of Operations	6
Consolidated Statements of Changes in Members’ Equity	7
Consolidated Statements of Cash Flows	8
Notes to Consolidated Financial Statements	9

Independent Auditors’ Report

To the Members of

Horizon Kinetics LLC and Subsidiaries

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Horizon Kinetics LLC and Subsidiaries (the Company), which comprise the consolidated statements of financial condition as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in members’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control-related matters that we identified during the audit.

/s/ Baker Tilly US, LLP
New York, New York
April 24, 2024

Consolidated Statement of Financial Condition

December 31, 2023 and 2022

(Dollars in Thousands)	2023		2022
Assets
Cash and cash equivalents	$	10,477	$	8,814
Fees receivable		3,501		9,760
Other receivables, net		952		236
Investments, at fair value		37,620		53,296
Investments in proprietary funds		103,962		98,159
Operating Lease Right-of-Use Asset		5,651		7,295
Property and equipment, net		200		237
Prepaid expenses and Other assets, net		1,882		1,341
Notes receivable to related party		2,089		2,314
Due from affiliates		571		510
Intangible assets		45,705		47,278
Goodwill		19,273		19,273
Total Assets	$	231,883	$	248,513
Liabilities and Members’ Equity
Liabilities:
Accounts payable, accrued expenses and other	$	3,839	$	3,842
Accrued third party distribution expenses		1,022		1,418
Deferred revenue		70		57
Deferred tax liability		617		1,139
Due to affiliates		9,966		9,585
Operating lease liability		7,281		9,272
Total Liabilities		22,795		25,313
Commitments and contingencies
Class A-1 Members’ Equity		187,644		201,084
Class A-2 Members’ Equity		21,444		22,116
Total Members’ Equity		209,088		223,200
Total Liabilities and Members’ Equity	$	231,883	$	248,513

Consolidated Statement of Operations

For the Years ended December 31, 2023 and 2022

(Dollars in Thousands)	2023			2022
Revenue:
Management and advisory fees	$	50,563		$	59,984
Other income and fees		418			239
Total Revenue		50,981			60,223
Operating expenses:
Compensation and related employee benefits		26,851			27,679
Sales, distribution and marketing		10,209			10,613
Depreciation and amortization		1,828			1,857
General and administrative expenses		8,581			7,829
Total Operating expenses		47,469			47,978
Operating income		3,512			12,245
Other income/(expense):
Equity in earnings of proprietary funds, net		5,705			7,765
Interest and dividends		826			750
Other income/(expense), net		(669	)		251
Realized gain on investments, net		1,388			46
Unrealized (loss)/gain on investments net		(15,376	)		18,105
Total other (loss)/income, net		(8,126	)		26,917
(Loss)/income before provision for income taxes		(4,614	)		39,162
Income tax benefit/(expense)		122			(562	)
Net (loss)/income	$	(4,492	)	$	38,600

Consolidated Statement of Changes in Members’ Equity

For the Years ended December 31, 2023 and 2022

(Dollars in Thousands)
	Class A-1<br>Members			Class A-2<br>Members			Non-Controlling<br>Interest			Total
Balance at January 1, 2022	$	176,338		$	20,915		$	(1,031	)	$	196,222
Distributions		(13,566	)		(714	)		—			(14,280	)
Deconsolidation event (see Note 2)		1,550			77			1,031			2,658
Net Income		36,762			1,838			—			38,600
Balance at December 31, 2022	$	201,084		$	22,116		$	—		$	223,200
Distributions		(9,162	)		(458	)		—			(9,620	)
Net Loss		(4,278	)		(214	)		—			(4,492	)
Balance at December 31, 2023	$	187,644		$	21,444		$	—		$	209,088

Consolidated Statement of Cash Flows

For the years ended December 31, 2023 and 2022

	2023			2022
(Dollars in Thousands)
Operating activities:
Net income/(loss)	$	(4,492	)	$	38,600
Adjustments to reconcile net (loss)/income to net cash provided by<br> operating activities:
Depreciation and amortization		1,828			1,857
Equity in earnings/(losses) of affiliates		(5,705	)		(7,765	)
Non-cash reinvestment of management fees and performance<br> allocation from affiliates		152			315
Net change in unrealized (gain)/loss on investments		15,376			(18,105	)
Net realized (gain)/loss on investments		(1,388	)		(46	)
Other non-cash amounts		(221	)		126
Changes in operating assets and liabilities:
Fees receivable		6,259			7,243
Other receivables, net		(699	)		222
Prepaid expenses and Other assets, net		(541	)		(24	)
Due from affiliates		(61	)		55
Accounts payable, accrued expenses and other		(5	)		(224	)
Accrued third party distribution expenses		(396	)		(688	)
Deferred revenue		13			—
Deferred rent		—			(1,947	)
Due to affiliates		381			(257	)
Net cash provided by operating activities		10,501			19,362
Investing activities:
Issuance of notes receivable to related party		(475	)		—
Proceeds from sale of investments		2,482			573
Purchases of property and equipment		(95	)		(302	)
Sales of property and equipment		—			384
Purchases of investments		(1,130	)		(3,998	)
Net cash provided/(used in) by investing activities		782			(3,343	)
Financing activities:
Distributions paid		(9,620	)		(14,280	)
Net cash used in financing activities		(9,620	)		(14,280	)
Net increase in cash and cash equivalents		1,663			1,739
Cash and cash equivalents, beginning of year		8,814			7,075
Cash and cash equivalents, end of year	$	10,477		$	8,814
Supplemental disclosures of cash flow information:
Income taxes paid	$	420		$	664
Supplemental disclosures of non-cash investing activities
Non-cash reinvestment of management fees and performance allocation<br> from affiliates	$	152		$	315

Notes to Consolidated Financial Statements

As of and for the years ended December 31, 2023 and 2022

Note 1. Organization and Nature of Business

Horizon Kinetics LLC, a Delaware Limited Liability Company (along with its wholly-owned subsidiaries, collectively referred to as the “Company”, “HK LLC” or in the first-person notations of “we”, “us” and “our”) was formed on March 15, 2011 to execute the merger agreement between Horizon Asset Management LLC (“HAM”), Kinetics Asset Management LLC (“KAM”), Kinetics Funds Distributor LLC (“KFD”), Kinetics Advisers LLC (“KA”), KBD Securities LLC (“KBD”) resulting in a Class A-1 membership group. Certain other investors’ contributed cash in return for Class A-2 units. During 2019, HAM, KAM and KA were merged forming Horizon Kinetics Asset Management (“HKAM”). The Company is an investment advisory and independent research firm. The Company earns revenues principally from fees earned for providing investment advisory services to separately managed investment accounts, mutual funds, ETFs and proprietary funds.

HKAM (the “Investment Adviser”) is a wholly-owned subsidiary and is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940.

KBD LLC and KFD LLC are also wholly-owned subsidiaries and are registered broker-dealers under the Securities Exchange Act of 1934 and are members of the Financial Industry Regulatory Authority (“FINRA”). KFD LLC acts as a broker (agent) in the distribution of shares of the Kinetics Portfolio Trust series of funds and does not receive or hold funds of subscribers or securities of issuers. KFD LLC also acts as a private placement agent for the Kinetics Portfolio Trust. KBD LLC acts as a limited purpose broker-dealer involved with the marketing and wholesaling of various products offered by HK LLC and its subsidiaries. KBD LLC does not receive or hold customer’s funds or securities.

On December 19, 2023, the Company entered into a definitive all-stock merger agreement with Scott’s Liquid Gold-Inc., a publicly held operating company. The transaction is subject to the approval of the shareholders of Scott’s Liquid Gold.

Note 2. Summary of Significant Accounting Policies

Basis of presentation:

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP).

The consolidated financial statements include the accounts of HK LLC and all of its wholly-owned subsidiaries (HKAM, KFD, and KBD) (collectively the “Company”). All intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform with current year presentation.

Consolidation:

In addition to its wholly-owned subsidiaries, generally accepted accounting principles in the United States of America (“GAAP”) requires that the assets, liabilities and results of operations of a variable interest entity (“VIE”) be consolidated into the financial statements of the enterprise that has a controlling interest in the VIE. The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity, and therefore certain of the investment vehicles managed by the Company may qualify as VIEs under the variable interest model, whereas others may qualify as voting interest entities (“VOEs”) under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entity should be consolidated.

The Company first evaluates whether it holds a variable interest in an entity. Fees that are customary and commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. The Company factors in all economic interests including proportionate interests through related parties, to determine if such interests are considered a variable interest. As the Company’s interests in many of these entities are solely associated with market rate fees and/or insignificant indirect interests through related parties, the Company is not considered to have a variable interest in many of these entities. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a VIE.

As disclosed in Note 4, the Company holds equity investments in certain of its proprietary investment funds. While the Company and other related-party owners own a significant portion of the entities in some instances, the Company has determined that it is not the ultimate primary beneficiary. The Company’s maximum exposure to loss is the potential loss of its investment, it can redeem its investment at any time (in accordance with the redemption provisions of the specific funds) and does not have in place any liquidity arrangements or other commitments with third parties on behalf of the funds. Accordingly, the underlying assets and

liabilities related to these entities are not consolidated with the Company’s consolidated financial statements as of December 31, 2023 or 2022.

The Company lost controlling interest in HM Tech during 2022 resulting in a deconsolidation loss of $246, which was attributable to the remeasurement to fair value of the Company’s retained interest.

Use of estimates:

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and cash equivalents:

Cash and cash equivalents include cash on hand and short-term, highly liquid investments (those purchased with an original maturity of three months or less) held at banks or other financial institutions. Management periodically assesses the financial condition of the banks and believes that any potential credit loss is minimal. Cash on deposit with financial institutions may exceed federally insured limits.

Liquidity:

The Company believes that its cash and cash equivalents will be sufficient to fund operations past one year from the issuance of these consolidated financial statements.

Fees and other receivables:

Fees and other receivables consists of fees receivable from separately managed accounts, mutual funds, ETFs, and proprietary investment funds, research revenue and other miscellaneous receivables.

Receivables are recorded when they are due and are presented in the consolidated statement of financial condition, net of any allowance for doubtful accounts. Accounts receivable are written off when they are determined to be uncollectible. Allowances for expected credit losses or doubtful accounts is estimated based on the Company’s historical losses, existing conditions in the industry, and the financial stability of those individuals or entities that owe the receivable. As of December 31, 2023 and 2022 there were no amounts established for credit losses or doubtful accounts, respectively.

Property and equipment:

Property and equipment are recorded at cost. Depreciation is computed using a straight-line method based on the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized on a straight-line basis over the lesser of the economic useful life of the improvement or the term of the lease.

Intangible Assets:

The Company evaluates intangible assets for impairment on an annual basis or when events or changes indicate the carrying value may not be recoverable. The Company also evaluates the remaining useful lives of intangible assets on an annual basis or when events or changes warrants the remaining period of amortization to be revised. The Company has evaluated its intangible assets for impairment and has concluded that no impairments occurred during 2023 or 2022.

Digital Assets:

The Company accounts for digital assets in accordance with the AICPA’s practice aid “Accounting for and auditing of digital assets” and ASC 350-20 Intangibles - Goodwill and Other. The Company maintains holdings of digital assets awarded from mining activities in cold storage devices at qualified institutional custodians in addition to pooled vehicles that maintain custody of such assets. The Company’s holdings of digital assets are recognized as indefinite-lived intangible assets and are stated at the price of such digital assets as of the date they were acquired. Management assesses these holdings for impairment on an annual basis or more frequently if events or changes indicate it is more likely than not that the asset is impaired, including a daily evaluation of the low price of the underlying digital asset. The Company held digital assets, principally Bitcoin, with a carrying value of $1.8 million and $1.7 million as of December 31, 2023 and 2022, respectively.

The Company measures mining rewards based on the quoted price on the Company’s principal market. Revenue from mining is included in other income and fees.

Intangible assets:

Intangible assets were recorded at the Company’s formation. Intangible assets with a useful life are amortized and expensed on a straight-line basis over their estimated useful lives. The weighted average amortization period of our intangible assets subject to amortization is 15 years. Management periodically evaluates the remaining useful lives of definite-lived intangible assets and carrying values of all intangible assets to determine whether events or changes in circumstances indicate a change in the useful life or an impairment. Indefinite-lived intangible assets are reviewed annually using a qualitative approach which requires that positive and negative evidence collected as a result of considering various factors be weighed in order to determine whether it is more likely than not that an asset is impaired.

Indicators of impairment monitored by management include a decline in the level of managed assets, changes to contractual provisions underlying certain intangible assets and reductions in underlying operating cash flows. Should there be an indication of a change in the useful life or impairment in value of the definite-lived intangible assets, we compare the carrying value of the asset to the projected undiscounted cash flows expected to be generated from the underlying asset over its remaining useful life to determine whether impairment has occurred. If the carrying value of the asset exceeds the undiscounted cash flows, the asset is written down to its fair value determined using discounted cash flows. The Company writes off the cost and accumulated amortization balances for all fully amortized intangible assets.

Indefinite-lived intangible assets represent contracts for mutual fund advisory services where the Company expects to, and has the ability to, continue to manage these funds indefinitely, the contracts have annual provisions, and there is a high likelihood of continued renewal based on historical experience.

Goodwill:

For goodwill impairment testing purposes, the Company has determined that there is only one reporting unit. The Company tests goodwill for impairment on an annual basis, or more frequently if facts and circumstances indicate that goodwill may be impaired. Factors that could trigger an impairment review include underperformance relative to historical or projected future operating results, significant changes in the Company’s assets managed, and significant negative industry or economic trends. An impairment charge is recorded if the carrying amount of the reporting unit exceeds its fair value.

Investments, at fair value:

The Company invests in securities which are valued at fair value with unrealized gains and losses included in the consolidated statement of operations. Realized gains and losses are determined on the basis of specific identification.

Investments in proprietary funds:

For investments in entities over which the Company exercises significant influence, but which do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company uses the equity method of accounting, whereby the Company records its share of the underlying income or loss of such entities. The Company’s share of the underlying net income or loss of such entities is recorded in equity in earnings of affiliated investments on the consolidated statement of operations. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies accounted for under Accounting Standards Codification (“ASC”) Topic 946 which reflect their investments at estimated fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value.

Other investments:

We account for other investments that are not accounted for under the equity method that do not have a readily determinable fair value under the fair value measurement alternative. Under the fair value measurement alternative, these investments are based on our original cost less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar interests of the same issuer. Under this method, our share of the income or losses of such companies is not included in our Consolidated Statements of Operations, however, the result of observable price changes, if any, are reflected in Other income (loss), net. We include the carrying value of these investments in Investments in proprietary funds on the Consolidated Balance sheets.

Fair value measurements:

accounting guidance establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). Valuation techniques used to measure fair value shall maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows:

Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments are not applied to Level 1 investments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these investments does not entail a significant degree of judgment.

Level 2 Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value hierarchy guidance gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

Revenue Recognition:

The Company recognizes revenue under Financial Accounting Standards Board’s (FASB) Accounting Standards Update (ASU) 2014-09, Revenue From Contracts With Customers (Topic 606). The Company recognizes revenue when the performance obligation is satisfied, which is the point at which control of the promised goods or services are transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services.

Management fees, which are generally calculated as a percentage of assets or equity under management, are recognized when earned and collection is probable. Certain contracts for management services also provide for performance-based fees (“Incentive Fees”), which are generally earned when a predefined minimum investment return (“Return Threshold”) for the Managed Funds are earned. When applicable, Incentive Fees are recognized in the statements of operations based on the contractual conditions set forth in the agreements governing the Managed Funds as if the Managed Funds were terminated and liquidated at the reporting date and the Managed Funds’ investments were realized at the then estimated fair values.

Incentive Fee revenue is recorded when earned by the Fund Managers of those Managed Funds to the extent that Return Thresholds have been met and it is probable that a significant reversal of revenue will not occur. During the year ended December 31, 2023, the Company recorded a reduction to revenue and fees receivable for performance-based fees previously recorded for the year ended December 31, 2022 of $873.

Management and advisory fees are comprised of base management fees, advisory and other fees and are accounted for as contracts with customers. The Company earns base management fees from its customers at a fixed percentage of a calculation base which is typically invested capital or net asset value. The Company identifies its customers on a fund-by-fund basis in accordance with the terms and circumstances of the individual fund. Generally, the customer is identified as the investor in its managed funds and investment vehicles, but for certain widely held funds or vehicles, the fund or vehicle itself may be identified as the customer. These customer contracts require the Company to provide investment management services over a period of time, which represents a performance obligation that the Company satisfies over time. Management fees are a form of variable consideration because the fees that the Company is entitled to vary based on fluctuations in the basis for the management fee. The amount recorded as revenue is generally determined at the end of the period because these management fees are payable on a regular basis (typically monthly) and are not subject to claw back once paid. Transaction, advisory and other fees are principally fees charged to the investors of funds indirectly through the managed funds. These fees are based on a fixed percentage of enterprise value or equity value of pooled capital raised and are earned which generally coincides with when the capital is called. These fees are not tied to performance or ongoing investment management services, are not subject to claw back and are recorded in the period in which the related transaction closes. Accrued but unpaid management and advisory fees as of the reporting date are included in fees receivable.

The following table disaggregates our revenue by type:

Supplemental Table for Revenue Disclosure

	2023		2022
Mutual fund management fees	$	20,810	$	21,827
ETF management fees		9,044		10,364
Separately managed account fees		17,283		18,535
Management & performance fees from proprietary<br> funds		3,426		9,258
	$	50,563	$	59,984

The following table presents balances of receivables:

	2023		2022
Mutual fund management fees	$	1,652	$	2,394
ETF management fees		549		939
Separately managed account fees		281		682
Management & performance fees from proprietary<br> funds		1,019		5,745
	$	3,501	$	9,760

Other revenue:

Clients subscribe at a monthly, annual or multi-annual level. Income is accrued monthly based on current subscription base.

Third party distribution:

The Company has agreements in place with several third-party distribution firms and individual marketers (“Marketers”). Generally, each party to the agreement may terminate the agreement in a short notice period. Third party distribution expenses are earned by the Marketers based on revenue earned from some of the Company’s investment products generated by the respective Marketers. Accrued third party distribution expenses represent expenses that have been accrued but not paid. In the event that related fees receivable are deemed uncollectible, both related fees receivable and accrued third party distribution expenses will be written off.

Lease and deferred rent obligation:

ASU No. 2016-02, Leases (Topic 842). ASU No. 2016-02 requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The Company adopted ASU No. 2016- 02 Topic 842 as of January 1, 2022.

Income taxes:

The Company is not subject to federal or state income taxes as its income and losses are includable in the tax returns of its members. The Company may be required to file returns and pay tax in various state and local jurisdictions as a result of its operations or residency. Accordingly, the Company is subject to New York City unincorporated business income tax (“UBT”) and annual limited liability company fees in New York and Delaware. For the years ended December 31, 2023 and 2022, respectively, current, and deferred UBT expense (benefit) totals are $(122) and $562. In addition, during 2023 and 2022, the Company recorded a deferred tax liability of $617 and $1,138, respectively. Deferred tax liabilities consist primarily of unrealized gains on investments.

The Financial Accounting Standards Board (“FASB”) provides guidance for how uncertain tax positions should be recognized, measured, disclosed and presented in financial statements. This requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained “when challenged” by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense and liability in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax positions in income taxes. Management has determined there are no material uncertain tax positions.

The Company’s federal and state income tax returns for all years ending after December 31, 2019 are available for review by the taxing authorities. Management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

Concentrations of credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable and investments. Exposure to credit risk is reduced by placing such deposits or other temporary investments in high-credit quality financial institutions.

The concentration of credit risk with respect to accounts receivable is generally limited due to the short payment terms extended by the Company. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, if necessary, based on a history of past write-offs and collections and current credit conditions. The Company has established an allowance for doubtful for 2023 and 2022 of $700 and $0 respectively.

Major customers:

The Company has the following major customers who are each related-parties:


Mutual Funds:
Mutual Fund A	23	%	22	%
Mutual Fund B	10	%	8	%
ETFs:
ETF A	17	%	17	%

Recent accounting pronouncements:

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326). ASU No. 2016-13 requires immediate recognition of management’s estimates of current expected credit losses (CECL) rather than when incurred. ASU No. 2016-13 is effective for annual periods beginning after December 15, 2022 and interim periods within annual periods beginning after December 15, 2022. The Company has assessed ASU No. 2016-13 during the year. The impact of adopting this ASU was not material to our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Topic 350-60). ASU No. 2023-08 requires that an entity present digital assets measured at fair value separately from other intangible assets in the balance sheet and changes from the remeasurement of digital assets separately from changes in the carrying amounts of other intangible assets in the income statement. ASU No. 2023-08 is effective for annual periods beginning after December 15, 2024 and interim periods within annual periods beginning after December 15, 2024. The Company expects to adopt ASU 2023-08 as of January 1, 2024 resulting in certain expanded disclosures about digital assets and recording an increase to our digital assets and members’ equity of approximately $4.1 million.

Note 3. Investments, at fair value

As of December 31, 2023 the Company owned investments in marketable securities with a fair value of $37,620 and a cost of $20,932. The total unrealized gain with respect to these investments at December 31, 2023 was $16,688 and the change in the unrealized gain/loss for the year then ended was a loss of $15,376.

The following summarizes the Company’s investments accounted for at fair value at December 31, 2023 using the fair value hierarchy:

	2023
	Total			Level 1			Level 2		Level 3
Investments:
Kinetics Mutual Funds	$	2,648		$	—		$	2,648	$	—
Texas Pacific Land Corporation common stock		30,084			30,084			—		—
FRMO Corporation common stock		1,259			—			1,259		—
All other market traded equity securities		3,631			3,631			—		—
Totals	$	37,622		$	33,715		$	3,907	$	—
Liabilities:
Market traded equity securities - sold short		(2	)		(2	)		—		—
Total Liabilities		(2	)		(2	)		—		—
Total	$	37,620		$	35,713		$	3,907	$	—

As of December 31, 2022, the Company owned investments in marketable securities with a fair value of $53,296 and a cost of $21,232. The total unrealized gain with respect to these investments at December 31, 2022 was $32,064 and the change in the unrealized gain/loss for the year then ended was a gain of $18,105.

The following summarizes the Company’s investments accounted for at fair value at December 31, 2022 using the fair value hierarchy:

	2022
	Total			Level 1			Level 2		Level 3
Investments:
Kinetics Mutual Funds	$	4,608		$	—		$	4,608	$	—
Texas Pacific Land Corporation common stock		44,053			44,053			—		—
FRMO Corporation common stock		1,768			—			1,768		—
All other market traded equity securities		2,872			2,872			—		—
Totals	$	53,301		$	46,925		$	6,376	$	—
Liabilities:
Market traded equity securities - sold short		(5	)		(5	)		—		—
Total Liabilities		(5	)		(5	)		—		—
Total	$	53,296		$	46,920		$	6,376	$	—

As of December 31, 2023 and 2022, there are no investments categorized within Level 3.

Note 4. Investments in proprietary funds

At December 31, 2023 and 2022, investments in proprietary funds, which are recorded using the equity method of accounting and consist of the following:

	Equity Held		Ownership<br>%			Management<br>Fees		Performance<br>Fees		Receivable at<br>December 31,<br>2023
Polestar Fund LP (Class A and S)	$	28,821		11.2	%	$	1,704	$	222	$	448
Kinetics Institutional Partners LP		13,667		37.3	%		217		—		19
Horizon Multi-Strategy Fund, LP		17,716		15.3	%		1,077		51		241
Horizon Kinetics Equity Opportunities<br> Fund (All classes)		17,149		6.3	%		—		—		—
Horizon Multi-Disciplinary Fund, LP		5,387		33.4	%		55		—	15
Kinetics Partners LP		6,884		24.4	%		11		—		1
Horizon Kinetics Hard Assets, LLC		5,362		3.1	%		—		—		—
All others		7,789		—			459		130		54
	$	102,775				$	3,523	$	403	$	778
	Equity Held		Ownership<br>%			Management<br>Fees		Performance<br>Fees		Receivable at<br>December 31,<br>2022
---	---	---	---	---	---	---	---	---	---	---	---
Polestar Fund LP (Class A and S)	$	31,582		9.3	%	$	1,803	$	1,717	$	549
Kinetics Institutional Partners LP		15,223		36.1	%		224		1,153		—
Horizon Multi-Strategy Fund, LP		16,463		14.8	%		1,058		116		213
Horizon Kinetics Equity Opportunities<br> Fund (All classes)		6,033		7.5	%		—		—		—
Horizon Multi-Disciplinary Fund, LP		5,062		33.0	%		54		—		14
Kinetics Partners LP		8,075		24.4	%		12		71		—
Horizon Kinetics Hard Assets, LLC		7,599		3.0	%		—		—		—
All others		7,037		—			426		320		44
	$	97,073				$	3,576	$	3,378		820

The tables below present summarized financial information of the Company’s equity method investments at December 31, 2023:

	Statement of Financial Condition
	Net Long<br>and Short<br>Positions		Other Assets		Liabilities		Equity
Polestar Fund LP (Class A and S)	$	230,259	$	28,614	$	1,059	$	257,815
Kinetics Institutional Partners LP		32,543		4,138		73		36,607
Horizon Multi-Strategy Fund, LP		115,390		1,161		807		115,744
Horizon Kinetics Equity Opportunities Fund<br> (All classes)		272,644		1,837		3,079		271,402
Horizon Multi-Disciplinary Fund, LP		16,178		—		28		16,151
Kinetics Partners LP		24,903		3,326		54		28,175
Horizon Kinetics Hard Assets, LLC		167,972		5,939		102		173,810
All others		102,527		75,197		1,955		175,768
	$	962,416	$	120,212	$	7,157	$	1,075,472
	Statement of Operations
---	---	---	---	---	---	---	---	---	---	---	---
	Revenue /<br>Investment<br>Income		(Expenses)			Net Realized<br>and Unrealized<br>Gain (Loss)			Net Income<br>(Loss)
Polestar Fund LP (Class A and S)	$	2,805	$	(1,998	)	$	(43,888	)	$	(43,080	)
Kinetics Institutional Partners LP		323		(293	)		(4,304	)		(4,274	)
Horizon Multi-Strategy Fund, LP		776		(1,262	)		7,185			6,699
Horizon Kinetics Equity Opportunities Fund<br> (All classes)		4,716		(403	)		142,742			147,055
Horizon Multi-Disciplinary Fund, LP		365		(73	)		634			926
Kinetics Partners LP		281		(84	)		(5,068	)		(4,872	)
Horizon Kinetics Hard Assets, LLC		1,650		(17	)		(80,782	)		(79,149	)
All others		10,232		(8,343	)		13,778			15,667
	$	21,148	$	(12,473	)	$	30,297		$	38,972

The tables below present summarized financial information of the Company’s equity method investments at December 31, 2022:

	Statement of Financial Condition
	Net Long<br>and Short<br>Positions		Other Assets		Liabilities		Equity
Polestar Fund LP (Class A and S)	$	285,628	$	24,191	$	1,239	$	308,580
Kinetics Institutional Partners LP		40,669		1,583		52		42,201
Horizon Multi-Strategy Fund, LP		110,580		1,026		496		111,110
Horizon Kinetics Equity Opportunity Fund<br> (All classes)		80,811		23		311		80,524
Horizon Multi-Disciplinary Fund, LP		15,344		—		26		15,318
Kinetics Partners LP		32,030		1,142		51		33,121
Horizon Kinetics Hard Assets, LLC		247,678		4,923		5		252,596
All others		77,459		77,293		1,059		153,693
	$	890,200	$	110,182	$	3,240	$	997,142
	Statement of Operations
---	---	---	---	---	---	---	---	---	---	---	---
	Revenue /<br>Investment<br>Income		(Expenses)			Net Realized<br>and Unrealized<br>Gain (Loss)			Equity
Polestar Fund LP (Class A and S)	$	3,918	$	(2,090	)	$	83,528		$	85,355
Kinetics Institutional Partners LP		523		(305	)		8,916			9,134
Horizon Multi-Strategy Fund, LP		1,491		(1,236	)		6,975			7,230
Horizon Kinetics Equity Opportunity Fund<br> (All classes)		148		(319	)		(139,377	)		(139,549	)
Horizon Multi-Disciplinary Fund, LP		300		(68	)		(10	)		222
Kinetics Partners LP		422		(91	)		8,302			8,633
Horizon Kinetics Hard Assets, LLC		3,431		(18	)		114,053			117,466
All others		7,485		(12,973	)		(3,814	)		(9,302	)
	$	17,716	$	(17,100	)	$	78,573		$	79,189

The Company also maintains a variety of investments in private funds or partnerships that are recorded either on the cost or equity method as applicable. At December 31, 2023 and 2022, these amounts aggregated to $1,186 and $1,086, respectively.

Note 5. Property and equipment, net

As of December 31, 2023 and December 31, 2022, property and equipment consisted of the following:


Leasehold improvements	1,386		1,386
Furniture and Fixtures	716		788
	2,102		2,174
Less: accumulated depreciation	(1,902	)	(1,937	)
Total	200		237

For the years ended December 31, 2023, and December 31, 2022, depreciation related to property and equipment amounted to $121 and $149.

Note 6. Transactions with members and related parties

The Company periodically conducts transactions on behalf of related parties. Due to affiliates includes an amount payable to Horizon Common Inc., a partnership consisting of certain founders, that was the result of transactions at the formation of the Company. The balance of this account as of December 31, 2023 and December 31, 2022 is $6,899 and $6,999, respectively.

At December 31, 2023 and December 31, 2022, included in Due from Affiliates is $66 primarily representing advisory fees collected by Kinetics Common Inc. on the Company’s behalf. Additionally, at December 31, 2023 and December 31, 2022, $309 and $311, respectively, were owed to the Company from Consensus Mining & Seigniorage Corporation and Kinetics Holdings Corporation for various expenses paid by the Company on their behalf. The remaining balance in Due from Affiliates stems from payments on behalf of the Private Investment Funds for fund expenses related to regulatory fees.

The Company, through various proprietary entities, serves as the investment manager and earned $12,495 in management fees performance fees in 2023, and $19,647 in management fees and performance fees in 2022 from unconsolidated HKAM LLC private investment funds. Such fees are included in the consolidated statement of operations as management and performance fees.

Certain co-founders of HK LLC are also shareholders of FRMO Corporation (“FRMO”). At the Company’s formation, FRMO acquired the right to a 4.2% share of the Company’s gross revenue (prior to any commission sharing agreements) and a 4.95% member interest, in exchange for cash and shares of FRMO to Horizon Common Inc.

For the years ended December 31, 2023 and 2022, amounts earned in accordance with this agreement by FRMO were $2,216 and $2,550, respectively, which are included in distribution expenses on the consolidated statement of operations. As of December 31, 2023 and 2022, amounts due to FRMO totaled $3,040 and $2,560, respectively, which are included in due to affiliates on the consolidated statement of financial condition. As of December 31, 2023 and 2022, the Company owned 196,117 and 214,588 shares of FRMO common stock valued at $1,259 and $1,768, respectively, which is included in investments, at fair value on the consolidated statement of financial condition.

Note 7. Intangible assets

The following is a summary of the Company’s non-goodwill intangible assets at the end of the year.

	2023			2022
Our intangibles consist of the following:
Retail SMA Contracts	$	1,700		$	1,700
Advisory Hedge Fund Contracts		11,900		11,900
Other Fund Contracts		10,500			10,500
Trade Name		1,200			1,200
	$	25,300		$	25,300
Accumulated Amortization		(21,631	)		(19,924	)
	$	3,669		$	5,376
Mutual fund advisory contracts		40,207			40,207
Digital Assets		1,829			1,695
	$	45,705		$	47,278

Amortization expense and accumulated amortization for the year ended December 31, 2023 was $1,708 and $27,431 respectively. Amortization expense and accumulated amortization for the year ended December 31, 2022 was $1,708 and $25,723 respectively. Estimated aggregate amortization expense for the next fiscal year is $1,708, for the second fiscal year is $1,060, for the third year is $683, and for the fourth year is $219.

Note 8. Members’ equity

As defined in the Company amended limited liability agreement dated as of May 1, 2011, each Class A-1 membership unit shall represent one vote and each Class A-2 membership unit shall represent thirty-nine and two-thirds votes with respect to any matter to be voted on by the members. The Company’s profit and losses shall be allocated to the members as determined by the Company’s board of managers. In addition, distributions of the Company’s profits will be determined by the Company’s board of managers in accordance with the amended limited liability agreement. The Company makes distributions to members on a quarterly basis, based on their ownership percentage of the respective units outstanding.

The Company authorized the issuance of Class B membership units which shall represent one vote. As of December 31, 2023, the Company has not issued any Class B units.

Note 9. Lease liability

The Company leases office space in primarily three locations, principally the company’s corporate headquarters. The Company’s operating leases have remaining lease terms of three to four years.

The Company’s expected operating lease cash flows as of December 31, 2023 are as follows:

Year-ending	Future Minimum Operating lease payments (dollars in thousands)
2024	$	2,358
2025		2,414
2026		2,407
2027		560
2028		—
Thereafter		—
		7,739
Less imputed interest		458
	$	7,281

The discount rates used to calculate the Company’s initial lease liability ranged from 0.69%- 4.15%, which were the present value of the lease payments and were equal to the treasury bond rates on the dates the respective leases were signed. The treasury bond rate used was based on the number of years on the lease including any potential extensions included in the agreements. This risk-free rate applied is a permittable practical expedient under ASC 842. The Company recognized amortization expense related to all their operating lease in the consolidated statements of operations for the periods ending December 31, 2023 and December 31, 2022. This expense represents the amortization of the right-of-use asset associated with the operating leases.

Note 10. Commitments and contingencies

Mutual fund expense reimbursement:

The Company has voluntarily agreed to certain expense reimbursement agreements in place with Kinetics Mutual Funds (“Kinetics Funds”) that are renewed annually by the Investment Adviser at its discretion. Each Kinetics Fund has an agreed upon expense percentage cap (“Cap”) with the Company. When the overall expenses of the Kinetics Funds for the month reach an agreed upon level, any expenses incurred above the Cap are reimbursed by the Company to the Kinetics Funds. For the years ended December 31, 2023 and 2022, the Company reimbursed to the Kinetics Funds $1,555 and $1,708, respectively. These reimbursements are included on the consolidated statement of operations as a reduction of revenue.

Proprietary investment fund expense reimbursement:

In accordance with the private placement memorandums of certain proprietary funds the Company manages (the “Funds”), the Investment Adviser has agreed to reimburse any expenses incurred above a predetermined Cap to the Funds. For the year ended December 31, 2023, and December 31, 2022 a total of $90 and $76 respectively was reimbursed by the Company to the Funds. These reimbursements are included on the consolidated statement of operations in the other expense amount under operating expenses.

Contingencies:

The Company and the companies in which it holds ownership interests may be involved in various claims and legal actions in the ordinary course of business. In the current opinion of the Company, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations, however, no assurance can be given as to the outcome of these actions, and one or more adverse rulings could have a material adverse effect on the Company’s consolidated financial position and results of operations or that of its companies. The Company records the costs associated with legal fees as such services are rendered.

Note 11. Employee Benefit Plan

The Horizon Kinetics LLC 401(k) Plan is a defined contribution plan which was adopted as of October 31, 2011. The Company maintains a qualified 401(k) retirement plan for eligible employees. The Company does not make any matching or other contributions to the plan for its employees. The total expense of operating the plan was $14 and $12 for the years ended December 31, 2023 and 2022, respectively.

Note 12. Net capital requirements

KBD LLC and KFD LLC are subject to the Securities and Exchange Commission Uniform Net Capital Rule (“SEC Rule 15c3-1”), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. As of December 31, 2023, KBD LLC and KFD LLC had net capital of $99 and $1,260 respectively, which was $94 and $1,235 respectively, in excess of its required net capital of $5 and $25, respectively. KBD LLC’s and KFD LLC’s net capital ratio were 0.4593 and 0.031 to 1, respectively. As of December 31, 2022, KBD LLC and KFD LLC had net capital of $173 and $1,296 respectively, which was $168 and $1,271 respectively, in excess of its required net capital of $5 and $25, respectively. KBD LLC’s and KFD LLC’s net capital ratio were 0.4233 and 0.02 to 1, respectively.

Note 13. Subsequent events

During the period from January 1, 2024 through April 24, 2024, the Company made distributions to members in the amount of $3,350 consisting of $3,190 to A-1 unit-holders and $160 to A-2 unit-holders.

The company has evaluated subsequent events through April 24, 2024, which is the date the consolidated financial statements were available to be issued.

EX-99.2

EXHIBIT 99.2

Horizon Kinetics LLC and Subsidiaries (A Limited Liability Company)

Unaudited Condensed Consolidated Financial Statements

As of March 31, 2024

and for the Three Months Ended March 31, 2024 and 2023

TABLE OF CONTENTS

	Page
Consolidated Financial Statements
Condensed Consolidated Statements of Financial Condition	1
Condensed Consolidated Statements of Operations	2
Condensed Consolidated Statements of Changes in Members' Equity	3
Condensed Consolidated Statements of Cash Flows	4
Notes to Condensed Consolidated Financial Statements	5
Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Horizon Kinetics LLC and Subsidiaries

Condensed Consolidated Statements of Financial Condition

(in thousands)

	March 31,		December 31,
	2024		2023
	(Unaudited)
Assets
Cash and cash equivalents	$	10,408	$	10,477
Fees receivable		6,102		4,453
Investments, at fair value		42,413		37,620
Investments in proprietary funds		134,924		103,962
Operating lease right-of-use asset		5,228		5,651
Property and equipment, net		168		200
Prepaid expenses and other assets		1,190		1,882
Due from affiliates		2,293		2,660
Digital assets		10,342		1,829
Intangible assets, net		43,449		43,876
Goodwill		19,273		19,273
Total Assets	$	275,790	$	231,883
Liabilities and Members’ Equity
Liabilities:
Accounts payable, accrued expenses and other	$	4,592	$	3,839
Accrued third party distribution expenses		353		1,022
Deferred revenue		34		70
Deferred tax liability		1,841		617
Due to affiliates		9,611		9,966
Operating lease liability		6,761		7,281
Total Liabilities		23,192		22,795
Commitments and contingencies (Note 7)
Members' Equity
Class A-1 Members’ Equity		229,083		187,644
Class A-2 Members’ Equity		23,515		21,444
Total Members’ Equity		252,598		209,088
Total Liabilities and Members’ Equity	$	275,790	$	231,883

See accompanying notes to these Condensed Consolidated Financial Statements

Horizon Kinetics LLC and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

	Three Months Ended March 31,
	2024			2023
Revenue:
Management and advisory fees	$	13,915		$	13,945
Other income and fees		148			212
Total revenue		14,063			14,157
Operating expenses:
Compensation and related employee benefits		6,346			7,376
Sales, distribution and marketing		2,190			3,042
Depreciation and amortization		460			462
General and administrative expenses		2,663			2,109
Total operating expenses		11,659			12,989
Operating income		2,404			1,168
Other income (expense):
Equity in earnings of proprietary funds, net		30,571			(9,628	)
Interest and dividends		196			131
Unrealized gain on digital assets, net		4,050			9
Realized gain on investments, net		185			45
Unrealized gain (loss) on investments net		4,679			(12,346	)
Total other income (loss), net		39,681			(21,789	)
Income (loss) before provision for income taxes		42,085			(20,621	)
Income tax (expense) benefit		(1,244	)		738
Net income (loss)	$	40,841		$	(19,883	)

See accompanying notes to these Condensed Consolidated Financial Statements

Horizon Kinetics LLC and Subsidiaries

Condensed Consolidated Statements of Changes in Members' Equity (Unaudited)

(in thousands)

	Class A-1 Members			Class A-2 Members			Total
Balance at December 31, 2023	$	187,644		$	21,444		$	209,088
Cumulative effect of the adoption of ASU 2023-08, net of income taxes		4,161			208			4,369
Distributions		(1,619	)		(81	)		(1,700	)
Net income		38,897			1,944			40,841
Balance at March 31, 2024	$	229,083		$	23,515		$	252,598
Balance at December 31, 2022	$	201,084		$	22,116		$	223,200
Distributions		(4,667	)		(233	)		(4,900	)
Net loss		(18,936	)		(947	)		(19,883	)
Balance at March 31, 2023	$	177,481		$	20,936		$	198,417

See accompanying notes to these Condensed Consolidated Financial Statements

Horizon Kinetics LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Three Months Ended March 31,
	2024			2023
Operating activities:
Net cash provided by operating activities	$	1,705		$	6,322
Investing activities:
Proceeds from sale of investments		74			58
Purchases of property and equipment		-			(6	)
Purchases of investments		(148	)		(641	)
Net cash provided/(used in) by investing activities		(74	)		(589	)
Financing activities:
Distributions paid		(1,700	)		(4,900	)
Net cash used in financing activities		(1,700	)		(4,900	)
Net increase in cash and cash equivalents		(69	)		833
Cash and cash equivalents, beginning of year		10,477			8,814
Cash and cash equivalents, end of period	$	10,408		$	9,647

See accompanying notes to these Condensed Consolidated Financial Statements

Horizon Kinetics LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Information as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 is unaudited)

(in thousands)

Note 1. General

The accompanying unaudited interim Condensed Consolidated Financial Statements of Horizon Kinetics LLC, a Delaware Limited Liability Company (along with its wholly-owned subsidiaries, collectively referred to as the “Company”, “HK LLC” or in the first-person notations of “we”, “us” and “our”) were prepared in accordance with accounting principles generally accepted in the United States of America and the interim financial statement rules and regulations of the SEC. In the opinion of management, these statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Condensed Consolidated Financial Statements. The interim operating results are not necessarily indicative of the results for a full year or for any interim period. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The accompanying Consolidated Balance Sheet as of December 31, 2023 has been derived from the Company's annual financial statements for the year ended December 31, 2023. The Condensed Consolidated Financial Statements included herein should be read in conjunction with the Company’s annual 2023 Consolidated Financial Statements and Notes included elsewhere in this current report.

The Condensed Consolidated Financial Statements include the accounts of HK LLC and all of its wholly-owned subsidiaries (HKAM, KFD LLC, and KBD LLC) (collectively the “Company”). All intercompany balances and transactions have been eliminated in consolidation.

Note 2. Summary of Significant Accounting Policies

Consolidation

(“VOEs”) under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entity should be consolidated. The Company first evaluates whether it holds a variable interest in an entity. Fees that are customary and commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. The Company factors in all economic interests including proportionate interests through related parties, to determine if such interests are considered a variable interest. As the Company’s interests in many of these entities are solely associated with market rate fees and/or insignificant indirect interests through related parties, the Company is not considered to have a variable interest in many of these entities. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a VIE.

The Company holds equity investments in certain of its affiliated investment funds. While the Company and other related-party owners own a significant portion of the entities in some instances, the Company has determined that it is not the ultimate primary beneficiary. The Company’s maximum exposure to loss is the potential loss of its investment, it can redeem its investment at any time (in accordance with the redemption provisions of the specific funds) and does not have in place any liquidity arrangements or other commitments with third parties on behalf of the funds. Accordingly, the underlying assets and liabilities related to these entities are not consolidated with the Company’s consolidated financial statements.

Use of estimates

Liquidity

The Company believes that its cash and cash equivalents will be sufficient to fund operations past one year from the issuance of these consolidated financial statements.

Digital assets

Through December 31, 2023, the Company accounted for digital assets in accordance with the AICPA’s practice aid “Accounting for and auditing of digital assets.” In accordance with this practice aid, digital assets are accounted for as an indefinite-lived intangible asset and are initially valued based on the current price of the digital asset at the time the digital asset was received. During 2023, the Company evaluated digital assets for impairment on a daily basis or when events or changes indicate the carrying value may not be recoverable by using the daily low price. The Company has evaluated its digital assets for impairment and did not record any impairments for the three months ended March 31, 2023.

Effective January 1, 2024, the Company measures digital assets at fair value with changes recognized in earnings in each reporting period. The Company tracks its cost basis of digital assets in accordance with first-in-first-out method of accounting.

The Company’s digital assets are all Level 1 within the fair value hierarchy, except for certain other assets with a fair value of $8 that are Level 2

The following tables present additional information about the Company’s digital assets as of March 31, 2024 and December 31, 2023, respectively:

	March 31, 2024						December 31, 2023
	Units Held		Cost Basis		Fair Value		Units Held		Cost Basis		Fair Value
Bitcoin		130.80	$	1,609	$	9,324		129.80	$	1,555	$	5,488
Litecoin		1,208.80		137		127		1,208.80		137		88
Ethereum		175.70		53		641		175.70		53		401
Bitcoin Cash		211.10		61		143		193.20		55		50
All others		10,086.00		28		107		10,085.97		29		73
		11,812.40	$	1,888	$	10,342		11,793.47	$	1,829	$	6,100

Investments, at fair value

Investments in proprietary funds

For investments in entities over which the Company exercises significant influence, but which do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company uses the equity method of accounting, whereby the Company records its share of the underlying income or loss of such entities. The Company’s share of the underlying net income or loss of such entities is recorded in equity in earnings of affiliated investments on the consolidated statement of operations. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies accounted for under Accounting Standards Codification (“ASC”) Topic 946 which reflect their investments at fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value.

Other investments

Fair value measurements

The Company values certain of its financial assets and liabilities based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting guidance emphasizes that fair value is a market-based measurement that should be determined based on the assumptions market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, accounting guidance establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). Valuation techniques used to measure fair value shall maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows:

Level 2 Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value hierarchy guidance gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

Revenue Recognition

The Company recognizes revenue under Financial Accounting Standards Board's (FASB) Accounting Standards Update (ASU) 2014-09, Revenue From Contracts With Customers (Topic 606). The Company recognizes revenue when the performance obligation is satisfied, which is the point at which control of the promised goods or services are transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services.

Incentive Fee revenue is recorded when earned by the Fund Managers of those Managed Funds to the extent that Return Thresholds have been met and it is probable that a significant reversal of revenue will not occur. Management and advisory fees are comprised of base management fees, advisory and other fees and are accounted for as contracts with customers. The Company earns base management fees from its customers at a fixed percentage of a calculation base which is typically invested capital or net asset

value. The Company identifies its customers on a fund-by-fund basis in accordance with the terms and circumstances of the individual fund. Generally, the customer is identified as the investor in its managed funds and investment vehicles, but for certain widely held funds or vehicles, the fund or vehicle itself may be identified as the customer. These customer contracts require the Company to provide investment management services over a period of time, which represents a performance obligation that the Company satisfies over time. Management fees are a form of variable consideration because the fees that the Company is entitled to vary based on fluctuations in the basis for the management fee. The amount recorded as revenue is generally determined at the end of the period because these management fees are payable on a regular basis (typically monthly) and are not subject to claw back once paid. Transaction, advisory and other fees are principally fees charged to the investors of funds indirectly through the managed funds. These fees are based on a fixed percentage of enterprise value or equity value of pooled capital raised and are earned which generally coincides with when the capital is called. These fees are not tied to performance or ongoing investment management services, are not subject to claw back and are recorded in the period in which the related transaction closes. Accrued but unpaid management and advisory fees as of the reporting date are included in fees receivable.

The following table disaggregates our revenue by type:

	Three months ended March 31,
	2024		2023
Mutual fund management fees	$	4,901	$	5,714
ETF management fees		1,397		2,669
Separately managed account management fees		5,728		4,659
Proprietary fund management fees		1,889		903
	$	13,915	$	13,945

The following table presents balances of management fees receivable by type:

	March 31, 2024		December 31, 2023
Mutual fund management fees	$	1,827	$	1,652
ETF management fees		464		549
Separately managed account management fees		1,907		281
Proprietary fund management fees		1,625		1,019
Other		279		952
	$	6,102	$	4,453

Other revenue

The Company also produces investment research reports for individual and institutional research clients. In addition, the Company retains a third-party marketing firm to market and distribute its research reports. Clients subscribe at a monthly, annual or multi-annual level. Income is accrued monthly based on current subscription base.

Third party distribution

Income taxes

(benefit) for income taxes was $1,244 and $(738). Deferred tax liabilities consist primarily of unrealized gains on investments in marketable securities and proprietary funds, and unrealized gains on digital assets.

Recently adopted accounting pronouncement

In December 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Topic 350-60). ASU No. 2023-08 requires that an entity measure crypto assets at fair value with changes recognized in net income at each reporting period and present crypto assets separately from other intangible assets in the balance sheet and changes from the remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement. ASU No. 2023-08 is effective for annual periods beginning after December 15, 2024 and interim periods within annual periods beginning after December 15, 2024. The Company adopted ASU 2023-08 as of January 1, 2024 resulting in certain expanded disclosures about digital assets and recorded an increase to our digital assets and members’ equity of approximately $4.4 million.

Note 3. Investments, at fair value

As of March 31, 2024 the Company owned investments in marketable securities with a fair value of $42,413 and a cost of $21,050.

The following summarizes the Company’s investments accounted for at fair value at March 31, 2024 using the fair value hierarchy:

	March 31, 2024
	Total			Level 1			Level 2		Level 3
Investments:
Texas Pacific Land Corporation common stock	$	33,204		$	33,204		$	-	$	-
Kinetics Spin-Off and Corporate Restructuring Fund-Institutional Class		2,227			-			2,227		-
Grayscale Bitcoin Trust		2,023			2,023			-		-
All other market traded equity securities		2,083			2,083			-		-
FRMO Corporation common stock		1,457			-			1,457
Horizon Kinetics SPAC Active ETF		1,267			-			1,267
Kinetics Mutual Funds and ETFs		154			-			154		-
Totals	$	42,415		$	37,310		$	5,105	$	-
Liabilities:
Market traded equity securities - sold short		(2	)		(2	)		-		-
Total Liabilities		(2	)		(2	)		-		-
Total	$	42,413		$	37,308		$	5,105	$	-

The following summarizes the Company’s investments accounted for at fair value at December 31, 2023 using the fair value hierarchy:

	December 31, 2023
	Total			Level 1			Level 2		Level 3
Investments:
Texas Pacific Land Corporation common stock	$	30,084		$	30,084		$	-	$	-
Kinetics Spin-Off and Corporate Restructuring Fund-Institutional Class		2,015			-			2,015		-
All other market traded equity securities		1,789			1,789			-		-
FRMO Corporation common stock		1,259			-			1,259
Horizon Kinetics SPAC Active ETF		1,256			-			1,256
Grayscale Bitcoin Trust		1,105			1,105			-		-
Kinetics Mutual Funds and ETFs		114			-			114		-
Totals	$	37,622		$	32,978		$	4,644	$	-
Liabilities:
Market traded equity securities - sold short		(2	)		(2	)		-		-
Total Liabilities		(2	)		(2	)		-		-
Total	$	37,620		$	32,976		$	4,644	$	-

As of March 31, 2024 and December 31, 2023, there are no investments categorized within Level 3.

Note 4. Investments in proprietary funds

At March 31, 2024 and December 31, 2023, investments in proprietary funds, which are recorded using the equity method of accounting, consist of the following:

	March 31, 2024
	Equity Held		Ownership<br>%			Management<br>Fees		Performance<br>Fees		Receivable at March 31, 2024
Polestar Fund LP (Class A and S)	$	34,316		11.1	%	$	544	$	156	$	544
Kinetics Institutional Partners LP		16,812		37.4	%		59		-		21
Horizon Multi-Strategy Fund, LP		24,409		11.1	%		413		51		365
Horizon Kinetics Equity Opportunities<br> Fund (All classes)		28,934		6.8	%		-		407		201
Horizon Multi-Disciplinary Fund, LP		6,391		33.4	%		17		198		216
Kinetics Partners LP		8,310		27.8	%		3		-		1
Horizon Kinetics Hard Assets, LLC		5,930		3.1	%		-		-		-
All others		8,635					104		74		109
	$	133,737				$	1,140	$	886	$	1,457
	December 31, 2023
---	---	---	---	---	---	---	---	---	---	---	---
	Equity Held		Ownership<br>%			Management<br>Fees		Performance<br>Fees		Receivable at December 31, 2023
Polestar Fund LP (Class A and S)	$	28,821		11.2	%	$	1,704	$	222	$	448
Kinetics Institutional Partners LP		13,667		37.3	%		217		-		19
Horizon Multi-Strategy Fund, LP		17,716		15.3	%		1,077		51		241
Horizon Kinetics Equity Opportunities<br> Fund (All classes)		17,149		6.3	%		-		-		-
Horizon Multi-Disciplinary Fund, LP		5,387		33.4	%		55		-		15
Kinetics Partners LP		6,884		24.4	%		11		-		1
Horizon Kinetics Hard Assets, LLC		5,362		3.1	%		-		-		-
All others		7,789					459		130		54
	$	102,775				$	3,523	$	403	$	778

The tables below present summarized financial information of the Company’s equity method investments at March 31, 2024:

	Statement of Financial Condition
	Net Long<br>and Short<br>Positions		Other Assets		Liabilities		Equity
Polestar Fund LP (Class A and S)	$	285,311	$	25,504	$	807	$	310,008
Kinetics Institutional Partners LP		45,000		41		74		44,967
Horizon Multi-Strategy Fund, LP		159,446		137		504		159,079
Horizon Kinetics Equity Opportunities Fund (All classes)		339,307		3,950		3,624		339,633
Horizon Multi-Disciplinary Fund, LP		19,173		-		29		19,144
Kinetics Partners LP		30,223		27		386		29,864
Horizon Kinetics Hard Assets, LLC		185,641		6,116		98		191,659
All others		101,701		94,315		2,873		193,143
	$	1,165,802	$	130,090	$	8,395	$	1,287,497
	Statement of Operations
---	---	---	---	---	---	---	---	---	---
	Revenue /<br>Investment<br>Income		(Expenses)			Net Realized<br>and Unrealized<br>Gain (Loss)		Net Income<br>(Loss)
Polestar Fund LP (Class A and S)	$	864	$	(651	)	$	54,858	$	55,071
Kinetics Institutional Partners LP		104		(79	)		8,334		8,359
Horizon Multi-Strategy Fund, LP		188		(462	)		43,555		43,281
Horizon Kinetics Equity Opportunities Fund (All classes)		36		(129	)		138,051		137,958
Horizon Multi-Disciplinary Fund, LP		-		(21	)		3,014		2,993
Kinetics Partners LP		84		(23	)		4,959		5,020
Horizon Kinetics Hard Assets, LLC		455		(6	)		17,304		17,753
All others		3,148		(3,759	)		5,748		5,137
	$	4,879	$	(5,130	)	$	275,823	$	275,572

The tables below present summarized financial information of the Company’s equity method investments at December 31, 2023:

	Statement of Financial Condition
	Net Long<br>and Short<br>Positions		Other Assets		Liabilities		Equity
Polestar Fund LP (Class A and S)	$	230,259	$	28,614	$	1,059	$	257,814
Kinetics Institutional Partners LP		32,543		4,138		73		36,608
Horizon Multi-Strategy Fund, LP		115,390		1,161		807		115,744
Horizon Kinetics Equity Opportunities Fund (All classes)		272,644		1,837		3,079		271,402
Horizon Multi-Disciplinary Fund, LP		16,178		-		28		16,150
Kinetics Partners LP		24,903		3,326		54		28,175
Horizon Kinetics Hard Assets, LLC		167,972		5,939		102		173,809
All others		102,527		75,197		1,955		175,769
	$	962,416	$	120,212	$	7,157	$	1,075,471
	Statement of Operations
---	---	---	---	---	---	---	---	---	---	---	---
	Revenue /<br>Investment<br>Income		(Expenses)			Net Realized<br>and Unrealized<br>Gain (Loss)			Net Income<br>(Loss)
Polestar Fund LP (Class A and S)	$	2,805	$	(1,998	)	$	(43,888	)	$	(43,081	)
Kinetics Institutional Partners LP		323		(293	)		(4,304	)		(4,274	)
Horizon Multi-Strategy Fund, LP		776		(1,262	)		7,185			6,699
Horizon Kinetics Equity Opportunities Fund (All classes)		4,716		(403	)		142,742			147,055
Horizon Multi-Disciplinary Fund, LP		365		(73	)		634			926
Kinetics Partners LP		281		(84	)		(5,068	)		(4,871	)
Horizon Kinetics Hard Assets, LLC		1,650		(17	)		(80,782	)		(79,149	)
All others		10,232		(8,343	)		13,778			15,667
	$	21,148	$	(12,473	)	$	30,297		$	38,972

The Company also maintains a variety of investments in private funds or partnerships that are recorded either on the fair value measurement alternative or equity method as applicable. As of March 31, 2024 and December 31, 2023, these amounts aggregated to $1,186 and $1,186, respectively, and are reflected as investments in proprietary funds.

Note 5. Transactions with members and related parties

As of March 31, 2024 and December 31, 2023, amounts due to or due from the Company to related party affiliates is summarized as follows:

	March 31, 2024					December 31, 2023
	Receivable		Payable			Receivable		Payable
Horizon Common Inc.	$	-	$	(6,899	)	$	17	$	(6,899	)
Kinetics Common Inc.		83		-			66		-
Kinetics Holding Corporation		42		-			42		-
Proprietary funds		79		-			120		(7	)
FRMO Corporation		-		(2,712	)		-		(3,040	)
HM Tech		2,089		-			2,089		-
Other affiliated entities		-		-			326		(20	)
	$	2,293	$	(9,611	)	$	2,660	$	(9,966	)

For the three months ended March 31, 2024 and 2023, amounts recognized from related party affiliates is summarized as follows:

	March 31, 2024				March 31, 2023
	Revenues		Expenses		Revenues		Expenses
Proprietary funds	$	8,187	$	-	$	9,286	$	-
FRMO Corporation		4		543		-		675
Consensus Mining & Seigniorage Corp		3		-		3		-
HM Tech		-		3		-		13
Other affiliated entities		-		-		-		-
	$	8,194	$	546	$	9,289	$	688

Certain co-founders of HK LLC are also shareholders of FRMO Corporation (“FRMO”). FRMO has a right to a 4.2% share of the Company’s gross revenue (prior to any commission sharing agreements) and a 4.95% member interest. The Company’s expenses under this agreement are included with Sales, distribution and marketing expenses in the consolidated statement of operations.

The Company has waived, or provides discounted management and advisory fees, for assets under management in proprietary funds or separately managed accounts for Members’ and their direct families, FRMO, Horizon Common Inc., Kinetics Common Inc., Kinetics Holding Corporation and employees of the Company.

The Company owns an equity interest and has advanced funds in exchange for notes receivable to HM Tech, a service provider for digital asset mining operations. The Company has also recently agreed to guarantee a $0.3 million Promissory Note from HM Tech to Consensus Mining & Seigniorage Corporation in the event of default.

Note 6. Members’ equity

The Company authorized the issuance of Class B membership units which shall represent one vote. As of March 31, 2024, the Company has not issued any Class B units.

Note 7. Commitments and contingencies

Mutual and proprietary fund expense reimbursement

The Company has voluntarily agreed to certain expense reimbursement agreements in place with Kinetics Mutual Funds (“Kinetics Funds”) that are renewed annually by the Investment Adviser at its discretion. Each Kinetics Fund has an agreed upon expense percentage cap (“Cap”) with the Company. When the overall expenses of the Kinetics Funds for the month reach an agreed upon level, any expenses incurred above the Cap are reimbursed by the Company to the Kinetics Funds. In accordance with the private placement memorandums of certain hedge funds the Company manages (the “Funds”), the Investment Adviser has agreed to reimburse any expenses incurred above a predetermined Cap to the Funds. For the three months ended March 31, 2024 and 2023, the Company reimbursed to the Kinetics Funds $344 and $474, respectively. These reimbursements are included on the consolidated statement of operations as a reduction of revenue.

Contingencies

The Company and the companies in which it holds ownership interests may be involved in various claims and legal actions in the ordinary course of business. Currently there are no material pending claims or legal actions against the Company or the companies in which it holds ownership interests. The Company records the costs associated with legal fees as such services are rendered.

Note 8. Subsequent events

On July 1, 2024, the Company issued 801,932 Class A-2 membership units in exchange for $32,405,833 of net tangible assets, primarily cash and investment securities contributed by Kinetics Common Inc. and Kinetics Holding Corporation.

On August 1, 2024, the Company completed an all-stock merger with Scott’s Liquid Gold-Inc, a publicly held operating company, pursuant to a December 19, 2023 merger agreement. The transaction was subject to the approval of the shareholders of Scott’s Liquid Gold at a special meeting held on June 20, 2024. The Company has been determined to be the accounting acquiror while Scott’s Liquid Gold-Inc was the legal issuer of shares used to consummate the merger. The Company received 17,984,253 common shares of Scott’s Liquid Gold-Inc. at closing, which represents approximately 97% of the total shares outstanding. The common shares received at closing are not subject to any further adjustment or contingencies.

During the second quarter of 2024, the Company made distributions to members in the amount of $2,400 consisting of $2,286 to A-1 unit-holders and $114 to A-2 unit-holders.

The Company has evaluated subsequent events through August 7, 2024, which is the date the consolidated financial statements were available to be issued.

HORIZON KINETICS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the historical consolidated financial statements of Horizon Kinetics and the related notes included elsewhere in this current report. The historical consolidated financial data discussed below reflect its historical results of operations and financial position. The following discussion and analysis contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the section entitled “Risk Factors” contained elsewhere in this current report describing key risks associated with the business, operations and industry of Horizon Kinetics. Amounts and percentages presented throughout this section may reflect rounding adjustments and consequently totals may not appear to sum. The items discussed below have had significant effects on many items within Horizon Kinetics’ consolidated financial statements and affect the comparison of the current period’s activity with those of prior periods.

Overview

Horizon Kinetics is a research driven, fundamentals-oriented asset manager serving institutions, individuals and financial professionals. It provides investment management services through its wholly-owned subsidiary and registered investment adviser, Horizon Kinetics Asset Management LLC. Through this subsidiary, it manages a number of strategies, most of which are focused on publicly-traded equity securities, but also private investments and digital assets. To accommodate different investing preferences, Horizon Kinetics’ offerings can be accessed in a variety of ways, including through mutual funds, ETFs, a closed end fund, separately managed accounts that can be customized to the unique investment objectives and risk tolerances of individual clients, and, for qualified investors, via private proprietary partnerships typically known as alternative investments. Horizon Kinetics raises capital for and manages these strategies, and it earns a management fee that varies among products. In certain instances, the fee it earns is tied to the performance of the account. Horizon Kinetics also produces a number of research reports and compendia that are sold mainly to institutions, as it believes that the discipline required to produce written research encourages thorough qualitative and quantitative analysis.

Horizon Kinetics also manages a portfolio of investment securities for its own benefit, which has historically impacted and is expected to impact future results of operations, often significantly so. As of March 31, 2024, Horizon Kinetics held investment securities (at fair value) of $42.4 million, which represented 15.4% of total assets. In addition, Horizon Kinetics has devoted capital to a variety of the proprietary alternative investment funds it manages. As of March 31, 2024, Horizon Kinetics’ investments in these proprietary funds are $134.9 million, which represented 48.9% of total assets.

In addition to investment management and research activities, Horizon Kinetics operates two wholly-owned, limited purpose broker-dealers, KBD Securities LLC and Kinetics Funds Distributor LLC, both of which are only used for the marketing and promotion of its investment products. Horizon Kinetics pays a portion of the fee it earns to these and other third-party firms who assist it in marketing.

Along with investing on behalf of clients, Horizon Kinetics also uses its own capital to invest along with its clients in many of its proprietary products and makes direct investments in public and private instruments including digital assets. Certain employees do, from time to time, serve as management or as a member of the board of directors of the companies in which Horizon Kinetics invests.

As of March 31, 2024, Horizon Kinetics had regulatory assets under management ("AUM") of $7.0 billion and 75 employees, 21 of which were considered investment professionals, across offices in New York, NY, White Plains, NY, Summit, NJ and Charlotte, NC.

Horizon Kinetics’ Primary Sources of Revenue

Management or advisory fees are Horizon Kinetics’ primary source of revenue.

The management fees for separately managed accounts are generally calculated on the basis of a percentage of the value of each client’s assets (assets under management) and are charged using either an average daily balance or monthly or quarterly ending balance, and either in arrears or advance.

Horizon Kinetics also earns management fees in its proprietary funds (mutual funds, ETFs, closed-end funds and proprietary partnerships) as compensation for internal fund management and advisory services. The management fees for the proprietary funds vary by fund and investment strategy and are typically approximately between 1.0% and 2.0% of the net asset value of the funds’ underlying investments.

Some clients of Horizon Kinetics in certain separately managed accounts may pay performance fees in addition to or in lieu of management fees, if their portfolio achieves positive investment returns, in certain cases, in excess of an agreed benchmark or hurdle rate. Typically, such fees are paid annually upon crystallization or when a client closes their investment and are not accrued prior to being earned.

Horizon Kinetics is also entitled to receive incentive fees on proprietary partnerships if certain performance returns have been achieved as stipulated in the governing documents of the applicable fund. The incentive fees are typically calculated as a percentage of the gains experienced by each partner in the respective fund. Typically, such fees are paid annually upon crystallization or when a client closes their investment and are not accrued prior to being earned. Horizon Kinetics recognizes its incentive fees when it is no longer probable that a significant reversal of revenue will occur. Horizon Kinetics’ incentive fees are not subject to clawback provisions.

Business Highlights in the first quarter of 2024

Management and advisory fees

Horizon Kinetics’ total revenues decreased approximately $0.1 million, or 1%, for the quarter ended March 31, 2024. The decline is primarily the result of a lower management and advisory fees due to declines in AUM at our mutual funds and ETF products, including a $1.4 million decline, or 52%, specific to the INFL fund. The decline in fair values across the assets under management by Horizon Kinetics resulted in declines in the annual management fees from mutual funds, ETFs, proprietary funds and separately managed accounts.

Assets under management

AUM at March 31, 2024 increased by approximately $0.5 billion, or 8%, to $7.0 billion, due primarily to market value increases of key holdings across the Company’s mutual funds, ETFs and separately managed accounts (SMAs). The market value of Grayscale Bitcoin Trust (“GBTC”), which is widely held across Horizon Kinetics’ proprietary funds and SMAs, increased 82% during the quarter resulting in broad increases in AUM. In addition, Texas Pacific Land Corp. (“TPL”), which is also widely held across Horizon Kinetics’ proprietary funds, increased 10% during the first quarter resulting in further general increases in AUM.

Investment performance

Horizon Kinetics maintains a portfolio for investment purposes and has also invested substantial capital in its proprietary funds alongside client investors. For the quarter ended March 31, 2024 there was an increase of $4.8 million in the value of this portfolio primarily due to the 10% increase in the TPL securities held directly by Horizon Kinetics. The increase in the fair value of Horizon Kinetics’ investments is reported in unrealized gain (loss) on investments, net in the accompanying Consolidated Statement of Operations. For the three months ended March 31, 2024, Horizon Kinetics’ equity in earnings (losses) in proprietary funds was $31.0 million. This equity earnings is the result of several proprietary funds holding primarily bitcoin or related assets (certain classes of Horizon Kinetics Equity Opportunities fund and Horizon Kinetics Multi-Strategy funds) contributing $18.7 million of earnings, while proprietary funds primarily holding TPL assets (Polestar, Horizon Kinetics Hard Assets, Kinetics Institutional Partners and Kinetics Partners) also contributed $10.6 million of earnings.

Results of Operations

Revenues

Management and advisory fees

Horizon Kinetics’ total revenues declined approximately $0.1 million, or 1%, for the three months ended March 31, 2024 compared to the prior year. The decline in AUM due to lower investor interest at certain funds managed by Horizon Kinetics resulted in declines in the management fees from mutual funds, ETFs, proprietary funds and separately managed accounts, which also contributed to the overall decline in revenues. Specifically, there was a decline of $1.4 million related to the INFL ETF as the AUM declined from approximately $1.2 billion in 2023 to $0.6 billion in 2024. Similarly, the Company experienced declines in the AUM at

the Paradigm Fund and the Small Cap Opportunities Fund that result in lower management fees of $1.1 million. These declines were partially offset by a $0.6 million increase in management fees related to incentive fees that were crystalized as part of investor redemptions from various proprietary funds during the quarter.

Operating Expenses

Compensation and employee benefits

Horizon Kinetics’ operating expenses include employee compensation for investment professionals and other management personnel. Horizon Kinetics’ compensation costs for the three months ended March 31, 2024 decreased by approximately $1.0 million, or 14%, compared to the prior year, due to commissions resulting from lower average AUM during the quarter.

Sales, Distribution and Marketing expenses

For the three months ended March 31, 2024, sales, distribution and marketing expenses decreased $0.9 million, or 28%, compared to the prior quarter, principally the result of lower amounts of $0.1 million due to FRMO pursuant to its revenue sharing agreement with Horizon Kinetics, lower mutual fund platform fees as the company changed certain funds to ETFs during 2023 and a lower residual commission expenses. These decreases were partially offset by increased sub-advisory and marketing expenses at various mutual funds and ETFs managed by Horizon Kinetics.

Depreciation and amortization

Depreciation and amortization did not vary significant for the three months ended March 31, 2024 as compared to the prior year.

General and administrative expenses

For the three months ended March 31, 2024, general and administrative expenses increased by $0.6 million, or 26%, compared to the prior quarter, as a result of legal and professional liability expenses associated with a lawsuit filed on November 23, 2022 by TPL against Horizon Kinetics, Horizon Kinetics Asset Management, LLC and certain other parties to resolve a disagreement over a voting commitment contained in a stockholders’ agreement between the parties. The Company also experienced higher professional fees during the three months ended March 31, 2024 for accounting and related services in preparation for the pending merger transaction with Scott’s Liquid Gold.

Equity in income of proprietary funds, net

The Equity in income of proprietary funds increased by $40,199 million for the three months ended March 31, 2024 compared to the prior year. The increase was due to higher net asset values at proprietary funds whose underlying assets were dominated by holdings of Grayscale Bitcoin Trust, which increased 82% during the quarter, including Horizon Kinetics Equity Opportunities, Horizon Kinetics Hard Assets and Horizon Multi-Strategy Fund.

Interest and dividend income

Interest and dividend income did not change significantly for the three months ended March 31, 2024 as compared to the prior year.

Unrealized gain on digital assets, net

Unrealized gain on digital assets, net increased by $4.0 million for the three months ended March 31, 2024, compared to the prior year, primarily due to the increase in the fair value of Bitcoin. In addition to the increase in the fair value, the value of our digital assets also increased due to the adoption of ASU 2023-08, which resulted in certain expanded disclosures about cryptocurrencies and recording an increase to those digital assets and members' equity of approximately $4.4 million.

Unrealized gain (loss) on investments, net

For the three months ended March 31, 2024, unrealized gains (losses) on investments increased by $17.0 million compared to the prior year. This increase was due to the $3.1 million unrealized gain on TPL stock during the quarter ended March 31, 2024 as compared to an unrealized loss for the three months ended March 31, 2023 following TPL’s 34% decrease in market value during the three months ended March 31, 2023.

Income tax benefit (expense)

Horizon Kinetics is generally not subject to U.S. federal and state corporate income taxes due to its status as a limited liability company taxed at the member level as a partnership. However, Horizon Kinetics is subject to the 4% New York City unincorporated business tax for a portion of its operations. Due to the unrealized gains of the quarter, the Company recorded a $1.2 million additional deferred tax liability. For the three months ended March 31, 2024 and 2023, the effective tax rate was primarily impacted by state apportionment.

Regulated Subsidiaries

Many of our principal subsidiaries are subject to extensive regulation in the United States and elsewhere. Horizon Kinetics Asset Management LLC, a registered U.S. investment advisor, is regulated by the Securities and Exchange Commission. Kinetics Funds Distributors LLC and KBD Securities LLC, registered U.S. limited purpose broker dealers, are regulated by the Financial Industry Regulatory Authority. Horizon Kinetics may also be subject to regulation in other jurisdictions where it operates.

Liquidity and Capital Resources

At March 31, 2024, Horizon Kinetics had $10.4 million of cash and cash equivalents. Horizon Kinetics believes that its cash and cash equivalents at March 31, 2024 will be sufficient to fund operations for at least one year from the date of this current report.

Horizon Kinetics also had $42.4 million of investments, at fair value. These investments include $33 million held in a single security, approximately 57,000 shares of TPL. During the three months ended March 31, 2024 the fair value of Horizon Kinetics’ TPL holdings increased approximately $3.1 million due to the approximately 10.6% increase in the fair value of TPL common shares. Horizon Kinetics may be limited in its ability to sell this security due to our status as an affiliate of TPL.

In the normal course of business, we may engage in off-balance sheet arrangements, including transactions in derivatives, guarantees, commitments, indemnifications, and potential contingent repayment obligations. We do not have any off-financial position arrangements that would require us to fund losses or guarantee target returns to clients.

The following table and discussion summarize our Consolidated Statement of Cash Flows:

	Three Months Ended March 31,
	2024			2023			Variance
	(dollars in thousands)
Net cash provided by operating activities	$	1,705		$	6,322		$	(4,617	)
Net cash provided by (used in) investing activities		(74	)		(589	)		515
Net cash used in financing activities		(1,700	)		(4,900	)		3,200
	$	(69	)	$	833		$	(902	)

Operating cash flows

Net cash provided by operating activities decreased $4.6 million for the three months ended March 31, 2024 compared to the prior year. The decrease was primarily the result of working capital changes during the quarters. The net income (loss) for each of the three month periods were largely offset by non-cash adjustments related to equity in earnings (losses) of affiliates, and net unrealized gains (losses) on investments or digital assets.

Investing cash flows

Net cash provided by (used in) investment activities increased $0.5 million for the three months ended March 31, 2024 as compared to the prior year. The increase was primarily the result of lower levels of investment purchases and higher proceeds from the sale of certain investments during the year.

Financing cash flows

Horizon Kinetics’ cash flows used in financing activities for the three months of March 31, 2024 and 2023 were exclusively distributions paid to Members. Horizon Kinetics expects to cease the payment of distributions subsequent to the closing of the Merger transaction.

Horizon Kinetics has not made a determination of a dividend policy subsequent to the proposed merger transaction.

Contractual Cash Obligations and Other Commercial Commitments

Horizon Kinetics’ contractual cash obligations and other commercial commitments is limited to certain operating leases for office space as summarized below:

	Payments Due by Period
	Total		2024 (remainder)		2025 and<br>2026		2027 and 2028		After 2028
	(dollars in thousands)
Contractual Cash Obligations:
Operating leases	$	7,150	$	1,769	$	4,821	$	560	$	-
Total contractual obligations (a)	$	7,150	$	1,769	$	4,821	$	560	$	-

EX-99.3

EXHIBIT 99.3

HORIZON KINETICS HOLDING CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma financial information presents the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of income based upon the combined historical financial statements of Scott's Liquid Gold-Inc. (the “Company”) and Horizon Kinetics LLC (“Horizon Kinetics”), after giving effect to the August 1, 2024 Merger of Merger Sub, a wholly-owned subsidiary of the Company, with and into Horizon Kinetics, the internal reorganization in which Horizon Kinetics merged with two of its member corporations, Kinetics Common Inc. and Kinetics Holdings, which hold additional investment securities, and the adjustments described in the accompanying notes. The Merger will be accounted for as a reverse acquisition under the acquisition method of accounting, which requires determination of the accounting acquirer. This merger is also reflected in the accompanying pro forma financial information. The accounting guidance for business combinations provides that in identifying the acquiring entity in a combination effected through an exchange of equity interests, all pertinent facts and circumstances must be considered, including but not limited to, the relative voting rights of the shareholders of the constituent companies in the combined company, the composition of the board of directors and senior management of the combined company, the relative size of each company and the terms of the exchange of equity securities in the business combination, including payment of any premium.

Because the Horizon Kinetics security holders will be entitled to designate the majority of the Board of Directors of the Company will receive a majority of the equity securities and voting rights of the Company upon closing of the Merger, and will comprise a majority of the senior management of the combined entity, Horizon Kinetics is considered to be the acquirer of the Company for accounting purposes. This means that Horizon Kinetics will allocate the purchase price to the fair value of the Company’s assets acquired and liabilities assumed on the acquisition date, with any excess purchase price being recorded as goodwill.

The unaudited pro forma condensed combined balance sheet as of March 31, 2024 reflects the transaction as if it occurred on March 31, 2024. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023 and the quarter ended March 31, 2024 reflect the transaction as if it occurred on January 1, 2023, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information is for informational purposes only and does not purport to present what our results would actually have been had these transactions actually occurred on the dates presented or to project our results of operations or financial position for any future period. You should read the information set forth below together with the notes to the pro forma condensed combined financial statements, the audited financial statements of the Company for the years ended December 31, 2023 and 2022 included in the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2023, the Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2024, which are incorporated by reference in this current report, the financial statements of Horizon Kinetics for the years ended December 31, 2023 and 2022, included as Exhibit 99.1, and the financial statements for the quarter ended March 31, 2024 included in this current report included as Exhibit 99.2.

HORIZON KINETICS HOLDING CORPORATION

Unaudited Pro Forma Condensed Combined Balance Sheet

March 31, 2024

(in thousands)

					Contributed
					assets of Kinetics						Pro forma
	Scott's Liquid		Horizon		Common Inc. and		Pro forma				condensed
	Gold-Inc.		Kinetics, LLC		Kinetics Holdings		adjustments				combined
Assets
Current assets:
Cash, cash equivalents, and restricted cash	$	3,277	$	10,408	$	2,453	$	-			$	16,138
Accounts receivable, net		357		6,102		-		-				6,459
Investments, at fair value		-		42,413		11,489		(15	)	(a)		53,887
Investments in proprietary funds		-		134,924		15,793		-				150,717
Digital assets		-		10,342		-		-				10,342
Other current assets		716		1,190		95		112		(b)		2,113
Total current assets		4,350		205,379		29,830		97				239,656
Property and equipment, net		-		168		-		-				168
Assets of discontinued operations		-		-		-		-				-
Intangible assets, net		-		43,449		-		1,020		(c)		44,469
Goodwill		-		19,273		-		9,882		(c)		29,155
Operating lease right-of-use assets		1,326		5,228		-		-				6,554
Other assets		36		2,293		-		-				2,329
Total assets	$	5,712	$	275,790	$	29,830	$	10,999			$	322,331
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable, accrued expenses and other liabilities	$	420	$	14,590	$	127	$	-			$	15,137
Deferred tax liability		-		1,841		-		-				1,841
Current portion of long-term debt and lease liabilities		296		-		-						296
Total current liabilities		716		16,431		127		-				17,274
Operating lease liabilities, net of current		2,144		6,761		-		-				8,905
Other liabilities		74		-		-		-				74
Total liabilities		2,934		23,192		127		-				26,253
Shareholders’ equity:
Total Scott's Liquid Gold-Inc. shareholders' equity		2,778		-		-		(2,778	)	(d)		-
Total Horizon Kinetics, LLC members' equity		-		252,598		29,703		13,777		(a)(d)		296,078
Total shareholders’ equity		2,778		252,598		29,703		10,999				296,078
Total liabilities and shareholders’ equity	$	5,712	$	275,790	$	29,830	$	10,999			$	322,331

See notes to pro forma condensed combined financial statements.

HORIZON KINETICS HOLDING CORPORATION

Unaudited Pro Forma Condensed Combined Statement of Income for the

Three Months Ended March 31, 2024

(in thousands)

											Pro forma
	Scott's Liquid			Horizon			Pro forma				condensed
	Gold-Inc.			Kinetics, LLC			adjustments				combined
Total revenues	$	859		$	14,063		$	-			$	14,922
Operating expenses:
Cost of products		501			-			-				501
Selling, general, and administrative expenses		879			11,199			38		(e)		12,116
Depreciation, amortization, and impairments		-			460			26		(f)		486
Total operating expenses		1,380			11,659			64				13,103
Income (loss) from operations		(521	)		2,404			(64	)			1,819
Other income (expense):
Interest income (expense), net		29			196			-				225
Other income (expense), net		-			39,485			-				39,485
Total other income (expense):		29			39,681			-				39,710
Loss before income taxes and discontinued<br> operations		(492	)		42,085			(176	)			41,529
Income tax expense		-			(1,244	)		(8,801	)	(g)		(10,045	)
Income (loss) from continuing operations		(492	)		40,841			(8,977	)			31,484
Income (loss) from discontinued operations, net of taxes		-			-			-				-
Net income (loss)	$	(492	)	$	40,841		$	(8,977	)		$	31,484
Basic and diluted net income (loss) per common<br> shares:
Income (loss) from continuing operations	$	(0.76	)								$	1.69
Income (loss) from discontinued operations	$	-									$	-
Net income (loss)	$	(0.76	)								$	1.69
Weighted average shares outstanding:
Basic and diluted		650						17,984		(h)		18,634

See notes to pro forma condensed combined financial statements.

HORIZON KINETICS HOLDING CORPORATION

Unaudited Pro Forma Condensed Combined Statement of Income for the

Fiscal Year Ended December 31, 2023

(in thousands)

											Pro forma
	Scott's Liquid			Horizon			Pro forma				condensed
	Gold-Inc.			Kinetics, LLC			adjustments				combined
Total revenues	$	3,403		$	50,981		$	-			$	54,384
Operating expenses:
Cost of products		1,956			-			112		(i)		2,068
Selling, general, and administrative expenses		4,911			45,641			300		(e)		50,852
Depreciation, amortization, and impairments		1,651			1,828			102		(f)		3,581
Total operating expenses		8,518			47,469			514				56,501
Income (loss) from operations		(5,115	)		3,512			(514	)			(2,117	)
Other income (expense):
Interest income (expense), net		(77	)		826			-				749
Other income (expense), net		-			(8,952	)		-				(8,952	)
Total other income (expense):		(77	)		(8,126	)		-				(8,203	)
Loss before income taxes and discontinued<br> operations		(5,192	)		(4,614	)		(514	)			(10,320	)
Income tax expense		(9	)		122			969		(g)		1,082
Income (loss) from continuing operations		(5,201	)		(4,492	)		455				(9,238	)
Income (loss) from discontinued operations, net of taxes		5,581			-			-				5,581
Net income (loss)	$	380		$	(4,492	)	$	455			$	(3,657	)
Basic and diluted net income (loss) per common<br> shares:
Income (loss) from continuing operations	$	(8.05	)								$	(0.50	)
Income (loss) from discontinued operations	$	8.64									$	0.30
Net income (loss)	$	0.59									$	(0.20	)
Weighted average shares outstanding:
Basic and diluted		646						17,984		(h)		18,630

See notes to pro forma condensed combined financial statements.

HORIZON KINETICS HOLDING CORPORATION

Notes to Pro Forma Condensed Combined Financial Statements

(in thousands, except per share data)

Note 1 – Basis of Presentation

The historical financial information has been adjusted to give pro forma effect to events that are directly attributable to the Merger and expected to have a continuing impact on the combined results. The pro forma adjustments are preliminary and based on estimates. They have been prepared to illustrate the estimated effect of the Merger and certain other adjustments. The final determination of the purchase price allocation will be based on the fair values of assets acquired and liabilities assumed of the Company as of the closing date of Merger and could result in a significant change to the unaudited pro forma condensed combined financial information, including goodwill.

Note 2 – Preliminary Purchase Price Allocation

Because the Merger is considered a reverse acquisition for accounting purposes, the fair value of the purchase consideration is calculated based on the Company’s stock price as it is considered to be a more reliable determination than the fair value of Horizon Kinetics’ private stock. Consideration is estimated based on the Company’s closing stock price on August 1, 2024. The purchase price was finalized based on the stock price on the closing date.

Shares of Scott's Liquid Gold-Inc.		13,012
Share price on August 1, 2024	$	1.06
Fair value of consideration	$	13,792

The preliminary purchase price as shown in the table above is allocated to the tangible and intangible assets acquired and liabilities assumed by the Company based on their preliminary estimated fair values. The fair value assessments are preliminary and are based upon available information and certain assumptions which the Company believes are reasonable. Actual results may differ materially from the unaudited pro forma condensed combined financial statements.

Description	Amount
Current assets	$	3,634
Other current assets(1)		828
Other non-current assets		1,362
Intangible assets, net(2)		1,020
Goodwill		9,882
Current liabilities		(716	)
Non-current liabilities		(2,218	)
Preliminary purchase price	$	13,792

Preliminary fair value assessments are still in process. However, based on the information received to date, management does not believe the fair value will be materially different from the historical carrying value. As such, the historical carrying value has been used in the preliminary purchase price allocation except for inventory, which was included at its estimated fair value.
Preliminary fair value adjustments were identified related to customer relationships, trademarks, and formulas. The useful life of all intangible assets was estimated to be ten years. Preliminary adjustments are under review and are subject to change.

Note 3 – Description of Pro Forma Adjustments

Adjustments included in the column under the heading “Pro forma adjustments” relate to the following:

To eliminate Horizon Kinetics investments in Scott’s Liquid Gold-Inc.
To record estimated fair value of inventory and related cost of products sold.
To record the estimated fair value of intangible assets and residual goodwill.
To eliminate Scott’s Liquid Gold’s historical shareholders’ equity and record fair value of consideration transferred to Horizon Kinetics.
To estimate professional expenses directly related to the Merger that have not yet been incurred.
To record additional amortization expense from acquired intangible assets.
To reflect income tax impact of acquired business results and pro forma adjustments.
The pro forma basic and diluted earnings per share calculations are based on the basic and diluted weighted average shares of the Company, reflective of the reverse stock split of our outstanding shares of Common Stock at a ratio of 1-for-20 (the “Reverse Stock Split”) that was completed on August 5, 2024. The pro forma basic and diluted weighted average shares outstanding are a combination of historical weighted average Scott’s Liquid Gold-Inc. shares and the share impact related to the Merger as follows:

	Quarter Ended March 31, 2024			Year Ended December 31, 2023
Historic weighted average number of common shares outstanding
Basic and diluted (reported)		13,006			12,927
Impact of Reverse Stock Split (1-for-20)		(12,356	)		(12,281	)
Basic and diluted (pro forma)		650			646
Impact of the Merger on the weighted average number of common shares outstanding
Estimated net tangible assets of Horizon Kinetics, LLC	$	249,606		$	249,606
Value of operating business based on AUM	$	200,000		$	200,000
Total value of Horizon Kinetics	$	449,606		$	449,606
Merger Consideration (total value of Horizon Kinetics divided by 25)		17,984			17,984
Pro forma weighted average number of common shares outstanding
Basic and diluted		18,634			18,630

To record estimated fair value of cost of products sold.