Form 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number

001-40128

HAYMAKER ACQUISITION CORP. III

(Exact name of registrant as specified in its charter)


Delaware		85-1791125
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

501 Madison Avenue, Floor 5

New York, NY 10022

(Address of principal executive offices and zip code)

(212)

616-9600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-fourth of one Redeemable Warrant	HYACU	The NASDAQ Stock Market LLC
Class A Common Stock, par value $0.0001 per share	HYAC	The NASDAQ Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	HYACW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of May 20, 2022, there were 31,750,000 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding, and 7,937,500 shares of the registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding.


		Page
PART 1 - FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS (UNAUDITED)
	Condensed Balance Sheets		1
	Condensed Statements of Operations		2
	Condensed Statements of Changes in Stockholders’ Equity (Deficit)		3
	Condensed Statements of Cash Flows		4
	Notes to Condensed Financial Statements		5
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		27
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		36
Item 4.	CONTROLS AND PROCEDURES		36
PART II - OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS		36
Item 1A.	RISK FACTORS		37
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		37
Item 3.	DEFAULTS UPON SENIOR SECURITIES		37
Item 4.	MINE SAFETY DISCLOSURES		37
Item 5.	OTHER INFORMATION		37
Item 6.	EXHIBITS		37
SIGNATURES			38


	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash	$	67,898		$	130,359
Due from Sponsor		—			300
Prepaid expenses		297,776			320,959

Total current assets		365,674			451,618
Investments held in Trust Account		317,582,318			317,581,791

Total Assets	$	317,947,992		$	318,033,409

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	302,823		$	281,304
Accrued expenses		2,664,120			1,830,000
Accrued expenses - related party		137,084			—
Franchise tax payable		50,000			160,874
Convertible promissory note - related party (at fair value)		72,800			—

Total current liabilities		3,226,827			2,272,178
Warrant liabilities		7,427,291			9,778,666
Deferred underwriting fee payable		11,112,500			11,112,500

Total Liabilities		21,766,618			23,163,344

Commitments and Contingencies (see Note 6)
Class A common stock, $0.0001 par value, subject to possible redemption; 31,750,000 at redemption value of $10.00 per share		317,500,000			317,500,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued and outstanding (excluding 31,750,000 shares subject to possible redemption)		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,937,500 shares issued and outstanding		794			794
Additional paid-in capital		136,827			—
Accumulated deficit		(21,456,247	)		(22,630,729	)

Total Stockholders’ Deficit		(21,318,626	)		(22,629,935	)

Total Liabilities and Stockholders’ Deficit	$	317,947,992		$	318,033,409


	For the Three Months Ended March 31,
	2022			2021
Operating and formation costs	$	1,190,366		$	58,560
Franchise tax expense		50,000			49,315

Loss from operations		(1,240,366	)		(107,875	)
Transaction costs allocated to warrant liabilities		—			(962,447	)
Unrealized gain on investments held in Trust Account		64,273			14,405
Excess of private placement warrant fair value over purchase pric e		—			(3,507,000	)
Change in fair value of convertible promissory note - related party		(800	)		—
Change in fair value of warrant liabilities		2,351,375			619,543

Net income (loss)	$	1,174,482		$	(3,943,374	)

Basic and diluted weighted average shares outstanding, Class A common stock		31,750,000			9,505,556

Basic and diluted net income (loss) per share, Class A common stock	$	0.03		$	(0.23	)

Basic and diluted weighted average shares outstanding, Class B common stock		7,937,500			7,626,389

Basic and diluted net income (loss) per share, Class B common stock	$	0.03		$	(0.23	)


	Common Stock
	Class A				Class B				Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity (Deficit)

Balance, December 31, 2021		—	$	—		7,937,500	$	794	$	—	$	(22,630,729	)	$	(22,629,935	)
Proceeds received in excess of initial fair value of convertible promissory note - related party		—		—		—		—		136,827		—			136,827
Net income		—		—		—		—		—		1,174,482			1,174,482

Balance, March 31, 2022		—	$	—		7,937,500	$	794	$	136,827	$	(21,456,247	)	$	(21,318,626	)


	For the Three Months Ended March 31,
	2022			2021
Cash Flows from Operating Activities:
Net income (loss)	$	1,174,482		$	(3,943,374	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Transaction costs allocated to warrant liabilitie s		—			962,447
Unrealized gain on investments held in Trust Account		(64,273	)		(14,405	)
Excess of private placement warrant fair value over purchase price		—			3,507,000
Change in fair value of convertible promissory note - related party		800			—
Change in fair value of warrant liabilities		(2,351,375	)		(619,543	)
Changes in operating assets and liabilities:
Prepaid expenses		23,183			(577,651	)
Due from Sponsor		300			—
Accounts payable		21,518			559
Accrued expenses		834,120			8,657
Accrued expenses - related party		137,084			—
Franchise tax payable		(110,874	)		49,314

Net cash used in operating activities		(335,035	)		(626,996	)

Cash Flows from Investing Activities:
Cash deposited into Trust Account		—			(317,500,000	)
Proceeds from Trust Account to pay taxes		63,747			—

Net cash used in investing activities		63,747			(317,500,000	)

Cash Flows from Financing Activities:
Proceeds from promissory note - related party		208,827			—
Proceeds from initial public offering, net of underwriting discount paid		—			311,150,000
Proceeds from Sponsor note		—			41,500
Repayment of Sponsor note		—			(164,000	)
Proceeds from sale of private placement warrants		—			8,350,000
Payment of offering costs		—			(329,614	)

Net cash provided by financing activities		208,827			319,047,886

Increase (decrease) in cash		(62,461	)		920,890
Cash at beginning of period		130,359			1,594

Cash at end of period	$	67,898		$	922,484

Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting fee payable	$	—		$	11,112,500

Initial classification of warrant liabilities	$	—		$	28,605,125

Remeasurement of Class A common stock subject to possible redemption to redemption value	$	—		$	33,767,846

Reclassification of deferred offering costs to equity upon completion of the initial public offering	$	—		$	145,906

Proceeds received in excess of initial fair value of convertible promissory note – related party	$	136,827		$	—


Gross proceeds from the Initial Public Offering	$	317,500,000
Less:
Proceeds allocated to Public Warrants		(16,748,125	)
Issuance costs allocated to Class A common stock		(17,019,720	)
Plus:
Accretion of carrying value to redemption value		33,767,845

Class A common stock subject to possible redemption	$	317,500,000


	Three Months Ended March 31
	2022				2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per share
Numerator:
Net income (loss)	$	939,586	$	234,896	$	(2,187,957	)	$	(1,755,417	)

Denominator:
Basic and diluted weighted average shares outstanding		31,750,000		7,937,500		9,505,556			7,626,389
Basic and diluted net income (loss) per share	$	0.03	$	0.03	$	(0.23	)	$	(0.23	)

SEC Form 10-Q filed by Haymaker Acquisition Corp. III