STOCK TITAN

Haymaker V completes $287.5M blank-check IPO

SPAC HYAC raised $287.5 million in its IPO and placed the full amount in a trust account pending a future business combination.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Haymaker Acquisition Corp V (HYAC) completed its initial public offering of 28,750,000 units, including the full exercise of the underwriters’ over-allotment option of 3,750,000 units, at $10.00 per unit, generating $287,500,000 in gross proceeds. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant exercisable at $11.50 per share.

Simultaneously, the company sold 5,333,333 Private Placement Warrants to its sponsor and underwriters at $1.50 per warrant, for $8,000,000 in proceeds. A total of $287,500,000 (including $12,250,000 of deferred underwriting discount) from the IPO and private placement was placed in a U.S.-based trust account.

The trust funds may be used only for taxes and winding-up expenses until the earliest of completing an initial business combination, redeeming public shares after 24 months from the IPO closing if no business combination is completed, or certain shareholder-approved amendments to the company’s governing documents.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
IPO units sold 28,750,000 units Initial public offering, including 3,750,000 over-allotment units
IPO price per unit $10.00 per unit Pricing of HYAC initial public offering
IPO gross proceeds $287,500,000 Gross proceeds from IPO of 28,750,000 units
Trust account funding $287,500,000 Amount placed in trust, or $10.00 per unit sold
Deferred underwriting discount $12,250,000 Portion of IPO proceeds included in the trust
Private Placement Warrants 5,333,333 warrants Warrants sold to sponsor and underwriters in private placement
Private placement proceeds $8,000,000 5,333,333 Private Placement Warrants at $1.50 each
Warrant exercise price $11.50 per share Exercise price for each whole redeemable warrant
blank check company financial
"The Company is a blank check company formed for the purpose of effecting a merger"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.
over-allotment option financial
"including 3,750,000 Units issued pursuant to the exercise in full by the underwriters of their over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
redeemable warrant financial
"one-third of one redeemable warrant of the Company"
A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.
trust account financial
"was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Amended and Restated Memorandum and Articles of Association regulatory
"the Company’s Amended and Restated Memorandum and Articles of Association became effective"
A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the size of Haymaker Acquisition Corp V (HYAC)'s IPO?

Haymaker Acquisition Corp V completed an IPO of 28,750,000 units, including 3,750,000 units from the underwriters’ over-allotment option, at $10.00 per unit, generating $287,500,000 in gross proceeds.

What does each HYAC unit consist of and what is the warrant exercise price?

Each HYAC unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to certain adjustments.

How much IPO and private placement cash did HYAC place into the trust account?

Haymaker Acquisition Corp V placed $287,500,000 (or $10.00 per unit sold), including $12,250,000 of deferred underwriting discount, into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company.

What private placement did HYAC complete alongside the IPO?

Alongside the IPO, HYAC sold 5,333,333 Private Placement Warrants at $1.50 per warrant, raising $8,000,000. The sponsor purchased 4,000,000 warrants and the underwriters purchased 1,333,333 warrants.

How long does HYAC have to complete a business combination before redeeming shares?

HYAC has 24 months from the closing of the IPO to complete its initial business combination. If it does not, public shares are subject to redemption from the trust account, subject to applicable law and any earlier liquidation date approved by the board.

Where are HYAC’s securities listed and under what symbols?

HYAC’s units trade on the NYSE under the symbol HYACU. Once separately trading, the Class A ordinary shares and redeemable warrants are expected to be listed on NYSE under the symbols HYAC and HYACW, respectively.

What sectors does Haymaker Acquisition Corp V (HYAC) plan to focus on?

Haymaker Acquisition Corp V is a blank check company formed to pursue a business combination and states that its primary focus will be on industrial, consumer and consumer-related products and services businesses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 16, 2026

 

 

Haymaker Acquisition Corp V

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-43476   98-1899739
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (929) 280-1912

Not Applicable

(Former name or former address, if changed since last report)

 

 

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-third of one redeemable warrant   HYACU   The New York Stock Exchange LLC
Class A ordinary shares, par value $0.0001 per share   HYAC   The New York Stock Exchange LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   HYACW   The New York Stock Exchange LLC

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))

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. 

 

 
 


Item 1.01.

Entry into a Material Definitive Agreement.

On September 18, 2026, Haymaker Acquisition Corp V (the “Company”) consummated its initial public offering (“IPO”) of 28,750,000 units (the “Units”), including 3,750,000 Units issued pursuant to the exercise in full by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-298544) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 25, 2026, as amended (the “Registration Statement”):

 

   

An Underwriting Agreement, dated September 16, 2026, by and between the Company and Cantor Fitzgerald & Co. and William Blair & Company, L.L.C. (together, the “Representatives”), as representatives of the several underwriters (collectively, the “Underwriters”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

 

   

A Warrant Agreement, dated September 16, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

 

   

An Investment Management Trust Agreement, dated September 16, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

   

A Registration Rights Agreement, dated September 16, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

 

   

A Private Placement Warrants Purchase Agreement, dated September 16, 2026 (the “Sponsor Private Placement Warrants Purchase Agreement”), by and between the Company and Haymaker Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

 

   

A Private Placement Warrants Purchase Agreement, dated September 16, 2026 (the “Underwriters Private Placement Warrants Purchase Agreement”), by and between the Company and the Underwriters, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

 

   

A Letter Agreement, dated September 16, 2026 (the “Letter Agreement”), by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

 

   

Indemnity Agreements, dated September 16, 2026 (each, an “Indemnity Agreement”), by and among the Company and each Director (as defined below) and executive officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

 

   

An Administrative Services Agreement, dated September 16, 2026 (the “Administrative Services Agreement”), by and between the Company and Mistral Capital Management LLC (“Mistral Capital”), an affiliate of Chief Executive Officer, Chief Financial Officer, and the Chairman of the Board, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.


   

An Advisory Services Agreement, dated September 16, 2026 (the “Advisory Services Agreement”), by and between the Company and Forest Crest Holdings LLC, an affiliate of Chief Executive Officer, Chief Financial Officer, and the Chairman of the Board, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference.

The material terms of such agreements are fully described in the Company’s final prospectus, dated September 16, 2026, as filed with the Commission on September 18, 2026 (the “Prospectus”) and are incorporated herein by reference.

 

Item 3.02.

Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement and the Underwriters Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) to the Sponsor and the Underwriters, with each Private Placement Warrant exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, or $8,000,000 in the aggregate. Of the 5,333,333 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and the Underwriters purchased an aggregate of 1,333,333 Private Placement Warrants. The Private Placement Warrants (and underlying securities) are identical to the warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

Item 5.03.

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On September 16, 2026, in connection with the IPO, the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), filed with the Cayman Islands Registrar of Companies, became effective. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. The description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 8.01.

Other Events.

A total of $287,500,000 of the proceeds from the IPO (which amount includes $12,250,000 of the underwriters’ deferred discount) and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

On September 16, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On September 18, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

 

Exhibit
No.

  

Description

 1.1    Underwriting Agreement, dated September 16, 2026, by and between the Company and Cantor Fitzgerald & Co. and William Blair & Company, L.L.C., as representatives of the several underwriters.
 3.1    Amended and Restated Memorandum and Articles of Association of the Company.
 4.1    Warrant Agreement, dated September 16, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1    Investment Management Trust Agreement, September 16, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.2    Registration Rights Agreement, dated September 16, 2026, by and among the Company and certain security holders.
10.3    Sponsor Private Placement Warrants Purchase Agreement, dated September 16, 2026, by and between the Company and the Sponsor.
10.4    Underwriters Private Placement Warrants Purchase Agreement, dated September 16, 2026, by and between the Company and the Underwriters.
10.5    Letter Agreement, dated September 16, 2026, by and among the Company, its officers, directors, and the Sponsor.
10.6    Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333- 298544), filed by the Company on August 25, 2026).
10.7    Administrative Services Agreement, dated September 16, 2026, by and between the Company and Mistral Capital Management LLC.
10.8    Advisory Services Agreement, dated September 16, 2026, by and between the Company and Forest Crest Holdings LLC.
99.1    Press Release, dated September 16, 2026.
99.2    Press Release, dated September 18, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

3


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 V
    By:  

/s/ Christopher Bradley

    Name:   Christopher Bradley
    Title:   Chief Executive Officer, Chief Financial Officer and Chairman of the Board
Dated: September 22, 2026      

 

4

Exhibit 99.1

Haymaker Acquisition Corp V Announces Pricing of $250,000,000 Initial Public Offering

New York, NY, September 16, 2026 (GLOBE NEWSWIRE) – Haymaker Acquisition Corp V (the “Company”) announced today the pricing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The units are expected to be listed on The New York Stock Exchange LLC (“NYSE”) and begin trading on September 17, 2026, under the ticker symbol “HYACU.” Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. An amount equal to $10.00 per unit will be deposited into a trust account upon the closing of the offering. Once the securities constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on NYSE under the symbols “HYAC” and “HYACW,” respectively. The offering is expected to close on September 18, 2026, subject to customary closing conditions. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,750,000 units at the initial public offering price to cover over-allotments, if any.

The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution. The Company’s primary focus will be on companies in the industrial, consumer and consumer-related products and services industries.

The Company’s management team is led by Christopher Bradley, its Chief Executive Officer and Chief Financial Officer. The Board includes Christopher Bradley, Brian Shimko, Harris Heyer, Walter McLallen, William Heyer and James Heyer.

Cantor Fitzgerald & Co. and William Blair are acting as joint book-running managers for the offering. Roth Capital Partners is acting as co-manager of the offering.

The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, New York, NY 10022, or by email at prospectus@cantor.com; William Blair & Company, L.L.C., Attn: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at 1-800-621-0687 or by email at: prospectus@williamblair.com; or by accessing the SEC’s website, www.sec.gov.

A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on September 16, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the expected closing of the proposed initial public offering and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all.

Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Contacts

Haymaker Acquisition Corp V

cbradley@mistralequity.com

Attn: Christopher Bradley

Exhibit 99.2

Haymaker Acquisition Corp V Completes $287,500,000 Initial Public Offering

New York, NY, September 18, 2026 (GLOBE NEWSWIRE) — Haymaker Acquisition Corp V (the “Company”) announced today the closing of its initial public offering of 28,750,000 units, which includes 3,750,000 units issued pursuant to the exercise by the underwriters of their over-allotment option in full. The offering was priced at $10.00 per unit, resulting in gross proceeds of $287,500,000. The Company’s units began trading on September 17, 2026, on The New York Stock Exchange (“NYSE”) under the ticker symbol “HYACU.” Each unit consists of one Class A ordinary share of the Company and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on NYSE under the symbols “HYAC” and “HYACW,” respectively. Of the proceeds received from the consummation of the initial public offering (including the exercise of the over-allotment option) and a simultaneous private placement of warrants, $287,500,000 (or $10.00 per unit sold in the offering) was placed in trust.

The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution. The Company’s primary focus will be on companies in the industrial, consumer and consumer-related products and services industries.

The Company’s management team is led by Christopher Bradley, its Chairman, Chief Executive Officer and Chief Financial Officer. The Company’s board of directors includes Christopher Bradley, Brian Shimko, Harris Heyer, Walter McLallen, William Heyer and James Heyer.

Cantor Fitzgerald & Co. and William Blair are acting as joint book-running managers for the offering. Roth Capital Partners is acting as co-manager of the offering.

A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 16, 2026. The offering has been made only by means of a prospectus. Copies of the prospectus may be obtained from: Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, New York, NY 10022, or by email at prospectus@cantor.com; William Blair & Company, L.L.C., Attn: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at 1-800-621-0687 or by email at: prospectus@williamblair.com; or by accessing the SEC’s website, www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these 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 state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” including with respect to the search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated.

Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Contacts

Haymaker Acquisition Corp V

cbradley@mistralequity.com

Attn: Christopher Bradley

Filing Exhibits & Attachments

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