Correspondence 0001104659-23-077677 from Haymaker Acquisition Corp. 4 (HYAC, HYAC-UN, HYAC-WT) (CIK 0001970509) (HYAC)
Haymaker Acquisition Corp. 4 (HYAC, HYAC-UN, HYAC-WT) (CIK 0001970509)
Date: July 3, 2023 · CIK: 0001970509 · Accession: 0001104659-23-077677
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CORRESP
1
filename1.htm
VIA EDGAR
July 3, 2023
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attn: Benjamin Holt
Re:
Haymaker Acquisition Corp. 4
Amendment No. 1 to Draft Registration Statement
on Form S-1
Submitted June 12, 2023
CIK No. 0001970509
Dear Mr. Holt:
Haymaker Acquisition Corp.
4 (the “Company,” “we,” “our” or “us”) hereby transmits the
Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), on June 23, 2023, regarding the Draft Registration Statement on Form S-1 (the “Draft
Registration Statement”) submitted with the Commission on June 12, 2023.
For the Staff’s convenience,
we have repeated below the Staff’s comment in bold and have followed the comment with the Company’s response. Disclosure changes
have been made in the Registration Statement on Form S-1 (the “Registration Statement”), which is being filed with
the Commission contemporaneously with the submission of this letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
June 12, 2023
"No founder shares will be forfeited . . . .", page
71
1. Please revise the disclosure in this risk factor to elaborate on how you determined that the owners
of public shares would experience immediate dilution of $(3.13) per public share, and clarify, if true, that this is in addition to the
reduction in the implied value of the public shares at the time of a business combination described in the immediately preceding risk
factor "The nominal purchase price paid by our sponsor . . . ."
We respectfully inform the Staff that, as a result of a change
in the terms of the Company’s offering, the Company will no longer be pursuing the possibility of a Potential Extension Redemption.
As a result, we have removed all disclosure relating to the Potential Extension Redemption from the Registration Statement, including
the referenced risk factor.
We thank the Staff for its
review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel, Lijia Sanchez,
at lsanchez@egsllp.com or by telephone at (212) 370-1300.
Sincerely,
/s/ Steven Heyer
Steven Heyer
Chief Executive Officer
cc: Ellenoff Grossman & Schole LLP