SEC Comment Letter 0000000000-24-013933 to Haymaker Acquisition Corp. 4 (HYAC, HYAC-UN, HYAC-WT) (CIK 0001970509) (HYAC)
Haymaker Acquisition Corp. 4 (HYAC, HYAC-UN, HYAC-WT) (CIK 0001970509)
Date: Dec. 18, 2024 · CIK: 0001970509 · Accession: 0000000000-24-013933
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File numbers found in text: 001-41757
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December 18, 2024
Christopher Bradley
Chief Executive Officer
Haymaker Acquisition Corp. 4
501 Madison Avenue, Floor 5
New York, NY 10022
Re:Haymaker Acquisition Corp. 4
Form 10-K for the year ended December 31, 2023
Filed March 29, 2024
File No. 001-41757
Dear Christopher Bradley:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2023
General
We note your disclosure on page 17 that you may not be able to complete an initial
Business Combination with certain potential target companies if a proposed
transaction with the target company may be subject to review or approval by
regulatory authorities pursuant to certain U.S. or foreign laws or regulations, including
the Committee on Foreign Investment in the United States. With a view toward
additional disclosure, please tell us whether your sponsor is controlled by, or has
substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors
that you may not be able to complete an initial business combination with a U.S.
target company should the transaction be subject to review by a U.S. government
entity, such as the Committee on Foreign Investment in the United States (CFIUS), or
ultimately prohibited. Disclose that as a result, the pool of potential targets with which
you could complete an initial business combination may be limited. Further, disclose
that the time necessary for government review of the transaction or a decision to 1.
December 18, 2024
Page 2
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any
price appreciation in the combined company, and the warrants, which would expire
worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Ameen Hamady at 202-551-3891 or Kristina Marrone at 202-551-3429
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction