Haymaker Acquisition updates IPO exhibits, signers

Haymaker Acquisition Corp V’s first S-1 amendment is an exhibits-only update that leaves the underlying registration disclosure unchanged.

Rhea-AI Filing Summary

Haymaker Acquisition Corp V (HYAC) filed Amendment No. 1 to its Form S-1 registration statement as an exhibits-only amendment. The amendment leaves the substantive disclosure in the registration statement unchanged and adds or confirms a set of exhibits, including governance documents, key agreements, committee charters, consents and XBRL materials.

The filing also includes updated signatures from Chief Executive Officer and Chief Financial Officer Christopher Bradley and the company’s directors, as well as confirmation of Bradley’s authority as attorney-in-fact and as the authorized U.S. representative for Haymaker Acquisition Corp V.

Filing Explained

The September 2 amendment remains an exhibits-only Form S-1/A: the company says the registration statement must await a further amendment or SEC effectiveness, and any proposed public sale would begin only after effectiveness; this filing therefore does not itself sell securities.

Key Terms

Underwriting Agreement, Registration Rights Agreement, Private Placement Warrants, Inline XBRL, +2 more

6 terms

Underwriting Agreement financial

"Exhibit 1.1*** | | Form of Underwriting Agreement."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Registration Rights Agreement financial

"Form of Registration Rights Agreement among the Registrant, Haymaker Sponsor V LLC"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Private Placement Warrants financial

"Form of Private Placement Warrants Purchase Agreement between the Registrant"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

Inline XBRL technical

"Inline XBRL Instance Document (the instance document does not appear"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Emerging growth company regulatory

"Emerging growth company | |"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Code of Ethics regulatory

"14.1** | | Form of Code of Ethics."

A code of ethics is a company’s written rulebook describing the expected behavior and decision-making standards for its leaders and employees, covering honesty, conflicts of interest, financial reporting and legal obligations. For investors it matters because a strong, enforceable code reduces the risk of fraud and scandals, signals trustworthy management and can protect the value of their holdings—like a referee keeping a game fair.

FAQ

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

What does Haymaker Acquisition Corp V (HYAC) change in this S-1/A filing?

The amendment is filed as an exhibits-only update. It keeps the underlying registration statement unchanged and focuses on providing the facing page, an explanatory note, the exhibits list, the signature page, and related exhibits.

What type of filing is this for Haymaker Acquisition Corp V (HYAC)?

This is Amendment No. 1 to a Form S-1 registration statement under the Securities Act of 1933. It updates the registration primarily by listing and filing exhibits rather than changing the prospectus content.

Which key agreements are listed as exhibits for HYAC in this amendment?

Exhibits include a Form of Underwriting Agreement, Investment Management Trust Agreement, Registration Rights Agreement, Private Placement Warrants Purchase Agreements, Advisory and Administrative Services Agreements, and committee charters for the audit, compensation, and nominating and corporate governance committees.

Who signs the S-1/A for Haymaker Acquisition Corp V (HYAC)?

The registration statement is signed on behalf of Haymaker Acquisition Corp V by Christopher Bradley as Chief Executive Officer. Bradley also signs as Chief Financial Officer, Chairman, attorney-in-fact for the directors, and as the authorized U.S. representative.

Does this HYAC S-1/A amendment affect the timing of the offering?

The document states that the proposed sale to the public will commence as soon as practicable after the effective date of the registration statement. The amendment itself is framed to delay effectiveness until a further amendment or SEC action under Section 8(a).

What regulatory classifications does HYAC reference in this S-1/A?

The filing references filer status categories such as large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company, and emerging growth company, consistent with Exchange Act Rule 12b-2 classification requirements.

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

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Available on EDGAR 09/02/2026 - 03:25 PM EDT Accepted by SEC EDGAR 09/02/2026 - 03:24 PM EDT Learn about SEC filing dates

As filed with the U.S. Securities and Exchange Commission on September 2, 2026.

Registration No. 333-298544

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Haymaker Acquisition Corp V

(Exact name of registrant as specified in its charter)

Cayman Islands		6770		98-1899739
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

(929) 280-1912

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Christopher Bradley

Chief Executive Officer

Chief Financial Officer

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

(929) 280-1912

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sidney Burke Stephen P. Alicanti
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, New York 10020
(212) 335-4500 Bradley Kruger Ogier (Cayman) LLP 89 Nexus Way, Camana Bay Grand Cayman Cayman Islands KY1-9009 (345) 949-9876 Douglas S. Ellenoff Stuart Neuhauser Steven Mermelstein Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas,
11^th Floor New York, NY 10105 (212) 370-1300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Haymaker Acquisition Corp V is filing this Amendment No. 1 (this “Amendment”) to its registration statement on Form S-1 (File No. 333-298544) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

Information not required in prospectus

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit No.		Description
1.1***		Form of Underwriting Agreement.
3.1**		Memorandum and Articles of Association.
3.2**		Form of Amended and Restated Memorandum and Articles of Association.
4.1**		Specimen Unit Certificate.
4.2**		Specimen Ordinary Share Certificate.
4.3**		Specimen Warrant Certificate (included in Exhibit 4.4).
4.4**		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
5.1**		Opinion of DLA Piper LLP (US).
5.2***		Form of Opinion of Ogier (Cayman) LLP, Cayman Islands counsel to the Registrant.
10.1**		Form of Letter Agreement among the Registrant, Haymaker Sponsor V LLC and each of the officers and directors of the Registrant.
10.2**		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
10.3**		Form of Registration Rights Agreement among the Registrant, Haymaker Sponsor V LLC and the Holders signatory thereto.
10.4**		Form of Private Placement Warrants Purchase Agreement between the Registrant and Haymaker Sponsor V LLC.
10.5**		Form of Private Placement Warrants Purchase Agreement between the Registrant, Cantor Fitzgerald & Co., William Blair  & Company, L.L.C. and Roth Capital Partners, LLC.
10.6**		Form of Indemnity Agreement.
10.7**		Promissory Note issued to Haymaker Sponsor V LLC (f/k/a Haymaker Medici Sponsor, LLC).
10.8**		Securities Subscription Agreement between Haymaker Sponsor V LLC (f/k/a Haymaker Medici Sponsor, LLC) and the Registrant.
10.9**		Form of Advisory Services Agreement between the Registrant and Forest Crest Holdings LLC.
10.10**		Form of Administrative Services Agreement between the Registrant and Mistral Capital Management LLC.
14.1**		Form of Code of Ethics.
23.1**		Consent of WithumSmith+Brown, PC.
23.2**		Consent of DLA Piper LLP (US) (included on Exhibit 5.1).
23.3**		Consent of Ogier (Cayman) LLP (included on Exhibit 5.2).
24.1**		Power of Attorney (included on the signature page hereto).
99.1**		Audit Committee Charter.

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Exhibit No.		Description
99.2**		Compensation Committee Charter.
99.3**		Nominating and Corporate Governance Committee Charter.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
107**		Filing Fee Table.

** Previously filed.

*** Filed herewith.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 2nd day of September, 2026.

Haymaker Acquisition Corp V
By:		/s/ Christopher Bradley
Name:		Christopher Bradley
Title:		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name		Position		Date
/s/ Christopher Bradley Christopher Bradley		Chief Executive Officer, Chief Financial Officer, and Chairman (principal executive officer, principal financial and accounting officer)		September 2, 2026
* Brian Shimko		Director		September 2, 2026
* Harris Heyer		Director		September 2, 2026
* Walter McLallen		Director		September 2, 2026
* William Heyer		Director		September 2, 2026
* James Heyer		Director		September 2, 2026

* By:		/s/ Christopher Bradley
Name:		Christopher Bradley
Title:		Attorney-in-Fact

II-3

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Haymaker Acquisition Corp V, in New York, New York, on the 2nd day of September, 2026.

By:		/s/ Christopher Bradley
Name:		Christopher Bradley
Title:		Chief Executive Officer

II-4