IPO and Financial Proceeds - The company completed its Initial Public Offering on July 28, 2023, raising gross proceeds of $230 million from the sale of 23 million Units at $10.00 per Unit[24]. - An additional $7.976 million was generated from the sale of 797,600 Private Placement Units at the same price, bringing total proceeds to $232.3 million[25][26]. - The Trust Account currently holds $232.3 million, which includes $226 million from the IPO and $6.3 million from the Private Placement[26]. - As of December 31, 2024, the company has approximately $248,821,435 available for a Business Combination, assuming no redemptions[59]. - The amount in the Trust Account as of December 31, 2024 was approximately $10.86 per Public Share, which will be the redemption price for Public Shareholders[76]. - The company has approximately $101,126 held outside the Trust Account as of December 31, 2024, to fund costs associated with its dissolution plan[102]. - The per-share redemption amount for Public Shareholders upon dissolution is estimated to be approximately $10.86 as of December 31, 2024, but may be subject to claims from creditors[103]. - The company has placed $232.3 million in its Trust Account from its Initial Public Offering, with a pro rata redemption price expected to be approximately $10.10 per Public Share[134]. Business Combination Plans - The company has until July 28, 2025, to complete its initial Business Combination, which is a 24-month period from the IPO closing date[28]. - The company has not yet identified a specific Business Combination target and has generated no operating revenues to date[21][22]. - The company intends to pursue Business Combination opportunities across various industries and geographic locations, not limited to the consumer sector[22]. - The company may seek to extend the Combination Period with shareholder approval if necessary[30]. - The company may complete its initial Business Combination using cash, debt, or equity securities, providing flexibility in structuring the transaction[59]. - The company may pursue an initial Business Combination with affiliated companies, provided an independent valuation opinion is obtained[54]. - The company will only consummate an initial Business Combination if net tangible assets are at least $5,000,001 either immediately prior to or upon consummation[77]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[95]. - If the initial Business Combination is not approved, the company may continue to seek a different target until the end of the Combination Period[96]. Management and Governance - The Management Team has over 75 years of combined experience in the consumer and consumer-related products and services industries, focusing on value creation initiatives[27]. - The Management Team's strategy includes leveraging their extensive networks to identify and acquire undervalued businesses with growth potential[36][39]. - The company anticipates potential conflicts of interest due to the ownership of Founder Shares and Private Placement Units by its Management Team and independent directors[55]. - The company has a fiduciary duty to present Business Combination opportunities to other entities if its officers or directors have obligations to those entities[56]. - The board of directors includes professionals with significant experience in finance, law, and consumer products, ensuring strong governance and strategic oversight[213]. - The leadership team is well-qualified, with backgrounds in investment, financial modeling, and corporate governance, positioning the company for future growth[216]. - The management team includes Christopher Bradley as CEO and CFO, with over 20 years of investing experience[204]. - Andrew R. Heyer served as Chief Executive Officer and Executive Chairman from July 2023 until November 2024, bringing over 40 years of experience in the consumer products industry[210]. - The company has a focus on identifying and implementing value creation initiatives within the consumer and consumer-related products and services industries[213]. Financial Condition and Risks - The company has not taken steps to secure third-party financing for the Business Combination, and there is no assurance that it will be available[59]. - The company faces competition from other SPACs and private equity groups, which may limit its ability to acquire larger target businesses due to financial resource constraints[113]. - The company faces substantial doubt about its ability to continue as a "going concern" due to potential needs for additional financing and the deadline for liquidating its Trust Account[133]. - The company has a liquidity condition that raises substantial doubt about its ability to continue as a going concern one year from the date of the financial statements[172]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination[158]. - The company may face risks associated with a lack of business diversification after completing the Business Combination[60]. - The company may face increased competition in finding an attractive target for its initial Business Combination, potentially raising costs and risks[126]. - The company is subject to cybersecurity risks, which could lead to financial loss if incidents occur[140]. Shareholder Rights and Redemption - Public Shareholders may redeem up to 15% of the Public Shares sold in the Initial Public Offering without prior consent[89]. - A quorum for shareholder meetings requires holders of one-third of the shares, and only 8,226,201 Public Shares (approximately 35.8%) need to be voted in favor for approval of the initial Business Combination[81]. - The redemption price for Public Shares will be based on the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[97]. - Initial Shareholders have waived rights to liquidating distributions from the Trust Account for Founder Shares and Private Placement Shares if the initial Business Combination is not completed[100]. - The company intends to conduct redemptions in accordance with SEC regulations, which may include filing proxy materials and tender offer documents[82]. - The company has a redemption feature for Public Shares in connection with liquidation or shareholder votes related to the initial Business Combination[184]. Financial Performance - As of December 31, 2024, the company had a net income of $11,323,538, consisting of interest earned on investments held in its Trust Account of $12,263,797, offset by general and administrative expenses of $940,259[161]. - For the period from March 7, 2023, through December 31, 2023, the company reported a net income of $4,701,033, with interest earned of $5,196,857 and general and administrative expenses of $495,824[162]. - The company had $101,126 in cash held outside of the Trust Account and a working capital deficit of $509,895 as of December 31, 2024[170]. - The company incurred $240,000 and $104,516 in expenses under the Administrative Services Agreement for the years ended December 31, 2024, and 2023, respectively[177]. Compliance and Reporting - The company is required to file periodic reports with the SEC, including audited financial statements of the prospective target business[115]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[121]. - The company intends to remain an "emerging growth company" until the earlier of July 28, 2028, achieving total annual gross revenue of at least $1.235 billion, or being deemed a large accelerated filer with a market value exceeding $700 million[123]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until it exceeds a market value of $250 million or annual revenues of $100 million[124]. - The company does not expect any recently issued accounting pronouncements to have a material effect on its financial statements[188]. - The adoption of ASU 2020-06 on March 7, 2023, did not impact the financial statements[185]. - The company assessed the effectiveness of its internal control over financial reporting as of December 31, 2024, and determined it was effective[197]. - There were no changes to internal control over financial reporting during the quarterly period ended December 31, 2024, that materially affected it[199]. Legal and Regulatory Matters - The company currently has no material litigation pending against it or its officers and directors[142]. - There are no material legal proceedings involving any director or executive officer adverse to the Company[220].
Haymaker Acquisition 4(HYAC) - 2024 Q4 - Annual Report