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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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):
July 15, 2025
HAYMAKER ACQUISITION CORP. 4
(Exact name of registrant as specified in its
charter)
| Cayman
Islands |
|
001-41757 |
|
87-2213850 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
501 Madison Avenue, Floor 5
New York, NY 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 616-9600
Not
Applicable
(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
Symbol(s) |
|
Name
of each exchange on
which registered |
| Units, each consisting of
one Class A ordinary share and one-half of one redeemable warrant |
|
HYACU |
|
The New York Stock Exchange |
| |
|
|
|
|
| Class A ordinary shares,
par value $0.0001 per share |
|
HYAC |
|
The New York Stock Exchange |
| |
|
|
|
|
| Warrants, each whole warrant
exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
HYAC WS |
|
The New York Stock Exchange |
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 x
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.
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On July 15, 2025, Haymaker Sponsor IV LLC (the “Sponsor”)
agreed to make monthly deposits (each deposit, a “Contribution” and collectively, the “Contributions”),
each in an amount equal to the lesser of (i) $0.025 for each outstanding Class A ordinary share, par value $0.0001 per share (the “Class
A Ordinary Shares”), of Haymaker Acquisition Corp. 4 (the “Company”) and (ii) $375,000, directly to the Company’s
trust account, on the terms and subject to the conditions described below. In exchange for the Contributions, the Company has agreed to
issue to the Sponsor a non-interest bearing, unsecured promissory note (the “Promissory Note”) on the terms and subject
to the conditions described below.
At the annual general meeting of the Company to be held at 10:00 a.m.,
Eastern Time, on July 24, 2025 (the “Shareholder Meeting”), the Company’s shareholders will be asked, among other
things, to vote on a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Memorandum
and Articles of Association”) to extend the date by which the Company has to consummate a business combination on a monthly
basis for up to twelve times from July 28, 2025 to July 28, 2026 (the “Extension Amendment Proposal”).
If the Extension Amendment Proposal is approved, the Promissory Note
will be issued and the first Contribution will be made on July 28, 2025. Additional Contributions will be made on the 28th
day of each subsequent month (or if such day is not a business day, on the business day immediately preceding such day) until the earlier
of (i) the consummation of a business combination, and (ii) the last day the Company has to complete a business combination in accordance
with its Memorandum and Articles of Association, as then in effect (the earlier of (i) and (ii), the “Maturity Date”).
The Promissory Note will not bear any interest and will be repayable
by the Company to the Sponsor upon the Maturity Date. The Maturity Date may be accelerated upon the occurrence of an “Event of Default”
(as defined in the Promissory Note). Any outstanding principal under the Promissory Note may be prepaid at any time by the Company, at
its election and without penalty.
The foregoing description of the Promissory Note does not purport to
be complete and is qualified in its entirety by the terms and conditions of the Form of Promissory Note, a copy of which is attached as
Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference into this
Item 1.01.
| Item 2.03 |
Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information disclosed under Item 1.01 of this Current Report is
incorporated by reference into this Item 2.03 to the extent required.
Additional Information and Where to Find It
On July 1, 2025, the Company filed a definitive proxy statement (the
“Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with
its solicitation of proxies for the Shareholder Meeting. Investors and security holders are able to obtain free copies of the Proxy Statement,
related supplements and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained
by the SEC at www.sec.gov. In addition, the documents filed by the Company may be obtained free of charge by written request to
Haymaker Acquisition Corp. 4, 501 Madison Avenue, Floor 5, New York, NY 10022 or by telephone at (212) 616-9600.
If you have questions about the proposals to be presented at the Annual
Meeting, you should contact our proxy solicitation agent at the following address and telephone number: Sodali & Co. 430 Park Avenue,
14th Floor New York, New York 10022 Stockholders Call Toll-Free in North America: (800) 662-5200 Outside of North America Call Collect:
(203) 658-94000 E-mail: HYAC@investor.sodali.com.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITYHOLDERS
OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE EXTENSION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MATTERS TO BE VOTED ON AT THE SHAREHOLDER
MEETING.
Participants in the Solicitation
The Company and its directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the matters to be
voted on at the Shareholder Meeting. Information regarding the Company’s directors and executive officers and a description of their
interests in the Company and the matters to be voted on at the Shareholder Meeting are set forth in the Proxy Statement.
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in respect of any business combination. This Current Report shall not constitute
an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933,
as amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements made in this Current Report are “forward looking
statements,” including statements regarding the Contributions. When used in this Current Report, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose”
and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve
a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s
control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes include: the inability of the Company to enter into a definitive agreement
with respect to an initial business combination within the time provided in the Company’s Memorandum and Articles of Association,
including as a result of redemptions or the failure by shareholders to approve the Extension Amendment Proposal; the risk that the approval
of the shareholders of the Company for any proposed business combination is not obtained; failure to realize the anticipated benefits
of any proposed business combination, including as a result of a delay in consummating any proposed business combination; the amount of
redemption requests made by the Company’s shareholders and the amount of funds remaining in the Company’s trust account after
satisfaction of such requests; the Company’s ability to satisfy the conditions to closing any proposed business combination; and
those factors discussed in the Company’s Annual Report on Form 10-K under the heading “Risk Factors,” and other documents
of the Company filed, or to be filed, with the SEC. The Company does not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit
Number |
|
Title |
| |
|
| 10.1 |
|
Form of Promissory Note, by and between Haymaker Acquisition Corp. 4 and Haymaker Sponsor IV LLC. |
| |
|
| 104 |
|
Cover Page Interactive Data File. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HAYMAKER ACQUISITION CORP. 4 |
| By: |
/s/ Christopher Bradley |
|
| Name: |
Christopher Bradley |
|
| Title: |
Chief Executive Officer and Chief Financial Officer |
|
Date: July 15, 2025
