Financial Overview - 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 raised through the sale of 797,600 Private Placement Units at the same price, bringing total proceeds to $232.3 million[25][26]. - The Trust Account holds $232.3 million, which includes $226 million from the IPO and $6.3 million from the Private Placement[26]. - As of December 31, 2023, the company has approximately $236,441,201 available for a Business Combination, assuming no redemptions[60]. - The company has approximately $205,975 held outside the Trust Account as of December 31, 2023, to cover costs associated with its dissolution plan[98]. - The per-share redemption amount for Public Shareholders upon dissolution is approximately $10.28 as of December 31, 2023, but may be subject to claims from creditors[99]. - The company has access to approximately $205,975 from the Initial Public Offering proceeds to pay potential claims, with estimated liquidation costs not exceeding $100,000[102]. - The company incurred general and administrative expenses of $495,824 during the reporting period[155]. - The company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination[144]. Business Combination Strategy - The company has a 24-month period to complete its initial Business Combination, which must be finalized by July 28, 2025[28]. - The company has not yet identified a specific Business Combination target and has generated no operating revenues to date[21][22]. - The company may pursue Business Combination opportunities in various industries and geographic locations, not limited to the consumer sector[22]. - The Management Team's strategy focuses on identifying undervalued companies with potential for operational improvements and attractive risk-adjusted returns[49]. - The company may seek to extend the Combination Period with shareholder approval if the initial Business Combination is not completed within the specified timeframe[28]. - The company has not contacted any prospective target businesses that were previously considered by other SPACs, indicating no current evaluation of potential acquisition targets[53]. - The company may pursue an initial Business Combination with affiliated entities, provided an independent valuation confirms fairness[54]. - The company anticipates that its success may depend entirely on the performance of a single business post-Business Combination, leading to a lack of diversification[63]. - The company has the flexibility to complete its Business Combination using cash, debt, or equity securities, tailoring the consideration to the target's needs[60]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[162]. Shareholder Rights and Redemption - Shareholder approval may be required for the initial Business Combination under NYSE rules, particularly if certain ownership thresholds are met[69]. - Approximately 35.8% of the 23,000,000 Public Shares sold in the Initial Public Offering need to be voted in favor of the initial Business Combination for approval[82]. - Public Shareholders may redeem their shares either through a general meeting or a tender offer[80]. - The redemption opportunity will also be provided if the company seeks to amend its Amended and Restated Charter to extend the Combination Period[87]. - Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[88]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the Trust Account[93]. - The company will only redeem Public Shares if net tangible assets are at least $5,000,000 prior to or upon consummation of the initial Business Combination[97]. - If the aggregate cash consideration for all Class A Ordinary Shares validly submitted for redemption exceeds available cash, the initial Business Combination will not be completed[77]. Management and Experience - The Management Team has over 75 years of combined experience in the consumer and consumer-related products and services industries[27]. - The Chief Executive Officer has over 40 years of experience in finance and investment, particularly in the consumer products industry[187]. - Steven J. Heyer has over 35 years of experience in consumer products and services, previously serving as CEO of multiple companies including Haymaker III and Starwood Hotels & Resorts[190]. - Christopher Bradley, CFO, has over 20 years of experience in venture capital and private equity, leading mergers for Haymaker Acquisition Corp. III and II[191]. - Walter F. McLallen has over 30 years of experience in leveraged finance and private equity, previously serving as a director for Centric Brands Inc. and AerCap Holdings N.V.[199]. - Brian Shimko has over 15 years of experience in investment and financial modeling, previously serving as Senior Vice President of Haymaker III[200]. - The management team has extensive experience in identifying and executing business combinations, although their current roles are not guaranteed post-acquisition[201]. - The management team is involved with other businesses, which may impact their availability for the company's operations[201]. Regulatory and Compliance - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares exceeds $700 million[114]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until its market value exceeds $250 million or annual revenues exceed $100 million[115]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2024, as mandated by the Sarbanes-Oxley Act[109]. - The company’s disclosure controls and procedures were deemed effective as of the end of the fiscal year ended December 31, 2023[179]. - The company does not expect that its disclosure controls and procedures will prevent all errors and instances of fraud[180]. - Management does not believe that any recently issued accounting pronouncements would have a material effect on the financial statements[173]. Risks and Challenges - The company faces risks related to market conditions, economic uncertainty, and potential conflicts of interest that could impact its ability to complete a Business Combination[118]. - The company may encounter difficulties in selecting a suitable business target and completing its initial Business Combination within the prescribed timeframe[116]. - Cyber incidents or attacks could lead to information theft, operational disruption, and financial loss, posing a significant risk to the company's operations[123]. - There is substantial doubt about the company's ability to continue as a "going concern" due to potential needs for additional financing to complete its initial Business Combination[121]. - The company is subject to competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[105]. Governance and Board Structure - The Board of Directors consists of five members divided into three classes, with each class serving a three-year term[204]. - The Audit Committee is comprised solely of independent directors, with Mr. McLallen serving as the chairman[211]. - The Compensation Committee reviews and approves the Chief Executive Officer's compensation based on annual corporate goals and objectives[218]. - The Nominating Committee is responsible for identifying and recommending candidates for director positions[219]. - The Audit Committee has adopted a charter detailing its principal functions, including oversight of financial statements and independent auditors[212]. - The Compensation Committee may retain external advisers and is responsible for overseeing executive compensation policies[214]. - The company has established a Code of Ethics applicable to directors, officers, and employees[217]. - The Board of Directors is not required to hold an annual meeting until one year after the first fiscal year end following the NYSE listing[204]. - Holders of Class B Ordinary Shares have the right to vote on the appointment of directors prior to the initial Business Combination[207].
Haymaker Acquisition 4(HYAC) - 2023 Q4 - Annual Report