Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
- Symbol
- HYACU
- Exchange
- NYSE
- Classification
- UNIT
Current Report · Items 1.01, 3.02, 5.03, 8.01, 9.01 · 8-K
Haymaker Acquisition Corp V
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 1.01. Entry into a Material Definitive Agreement. On September 18, 2026, Haymaker Acquisition Corp V (the “Company”) consummated its initial public offering (“IPO”) of 28,750,000 units (the “Units”), including 3,750,000 Units issued pursuant to the exercise in full by the underwriters of their over-allotment option.…
Company context
We are a blank check company incorporated on November 25, 2025 as a Cayman Islands exempted company, initially under the name “Haymaker Medici Acquisition Corp.”, and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. In July 2026, we changed our name to “Haymaker Acquisition Corp V”. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry but expect to focus on a target in industries that complement our management team’s background.
Registered securities in this filing
Haymaker Acquisition Corp V · 8-K · Filed 2026-09-22
Class A ordinary shares, par value $0.0001 per share
- Symbol
- HYAC
- Exchange
- NYSE
- Classification
- COMMON
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
- Symbol
- HYACW
- Exchange
- NYSE
- Classification
- WARRANT
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On September 18, 2026, Haymaker Acquisition Corp V (the “Company”) consummated its initial public offering (“IPO”) of 28,750,000 units (the “Units”), including 3,750,000 Units issued pursuant to the exercise in full by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-298544) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 25, 2026, as amended (the “Registration Statement”):
An Underwriting Agreement, dated September 16, 2026, by and between the Company and Cantor Fitzgerald & Co. and William Blair & Company, L.L.C. (together, the “Representatives”), as representatives of the several underwriters (collectively, the “Underwriters”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
A Warrant Agreement, dated September 16, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
An Investment Management Trust Agreement, dated September 16, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
A Registration Rights Agreement, dated September 16, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.
A Private Placement Warrants Purchase Agreement, dated September 16, 2026 (the “Sponsor Private Placement Warrants Purchase Agreement”), by and between the Company and Haymaker Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
A Private Placement Warrants Purchase Agreement, dated September 16, 2026 (the “Underwriters Private Placement Warrants Purchase Agreement”), by and between the Company and the Underwriters, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
A Letter Agreement, dated September 16, 2026 (the “Letter Agreement”), by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
Indemnity Agreements, dated September 16, 2026 (each, an “Indemnity Agreement”), by and among the Company and each Director (as defined below) and executive officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.
An Administrative Services Agreement, dated September 16, 2026 (the “Administrative Services Agreement”), by and between the Company and Mistral Capital Management LLC (“Mistral Capital”), an affiliate of Chief Executive Officer, Chief Financial Officer, and the Chairman of the Board, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.
An Advisory Services Agreement, dated September 16, 2026 (the “Advisory Services Agreement”), by and between the Company and Forest Crest Holdings LLC, an affiliate of Chief Executive Officer, Chief Financial Officer, and the Chairman of the Board, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference.
The material terms of such agreements are fully described in the Company’s final prospectus, dated September 16, 2026, as filed with the Commission on September 18, 2026 (the “Prospectus”) and are incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement and the Underwriters Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) to the Sponsor and the Underwriters, with each Private Placement Warrant exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, or $8,000,000 in the aggregate. Of the 5,333,333 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and the Underwriters purchased an aggregate of 1,333,333 Private Placement Warrants. The Private Placement Warrants (and underlying securities) are identical to the warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On September 16, 2026, in connection with the IPO, the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), filed with the Cayman Islands Registrar of Companies, became effective. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. The description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
A total of $287,500,000 of the proceeds from the IPO (which amount includes $12,250,000 of the underwriters’ deferred discount) and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On September 16, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On September 18, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Filed exhibits (4)
Exhibit 10.7 Haymaker Acquisition Corp V 515 North Flagler Drive Suite 350 West Palm Beach, FL 33401 September 16, 2026 Mistral Capital Management LLC 501 Madison Avenue, Floor 5 New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Haymaker Acquisition Corp V (the “Company”) and Mistral Capital Management LLC (“Mistral”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”): 1. Mistral shall make available, or cause to be made available, to the Company, office space, secretarial and administrative support services and other services as may be reasonably req…
Open exhibit ↗Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 16, 2026, is by and between Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Shares”) and one-third of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 8,333,333 warrants (or up to 9,583,333 warrants if the over-allotment option is exercised in full) to public investors in the Offering (the “Public Warrants”); WHEREAS, the Company entered into that certain Sponsor Private Placement Warrants Purchase Agreement with Haymaker Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,0…
Open exhibit ↗Exhibit 99.1 Haymaker Acquisition Corp V Announces Pricing of $250,000,000 Initial Public Offering New York, NY, September 16, 2026 (GLOBE NEWSWIRE) - Haymaker Acquisition Corp V (the “Company”) announced today the pricing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The units are expected to be listed on The New York Stock Exchange LLC (“NYSE”) and begin trading on September 17, 2026, under the ticker symbol “HYACU.” Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. An amount equal to $10.00 per unit will be deposited into a trust account upon the closing of the offering. Once the securities constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on NYSE under the symbols “HYAC” and “HYACW,” respectively. The offering is expected to close on September 18, 2026, subject to customary closing conditi…
Open exhibit ↗Exhibit 99.2 Haymaker Acquisition Corp V Completes $287,500,000 Initial Public Offering New York, NY, September 18, 2026 (GLOBE NEWSWIRE) - Haymaker Acquisition Corp V (the “Company”) announced today the closing of its initial public offering of 28,750,000 units, which includes 3,750,000 units issued pursuant to the exercise by the underwriters of their over-allotment option in full. The offering was priced at $10.00 per unit, resulting in gross proceeds of $287,500,000. The Company’s units began trading on September 17, 2026, on The New York Stock Exchange (“NYSE”) under the ticker symbol “HYACU.” Each unit consists of one Class A ordinary share of the Company and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on NYSE under the symbols “HYAC” and “HYACW,” respectively. Of the pr…
Open exhibit ↗