As filed with the U.S. Securities and Exchange Commission on September 2, 2026.
Registration No. 333-298544
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Haymaker Acquisition Corp V
(Exact name of registrant as specified in its charter)
| Cayman Islands | 6770 | 98-1899739 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
515 North Flagler Drive
Suite 350
West Palm Beach, FL 33401
(929) 280-1912
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Christopher Bradley
Chief Executive Officer
Chief Financial Officer
515 North Flagler Drive
Suite 350
West Palm Beach, FL 33401
(929) 280-1912
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Sidney Burke Stephen P. Alicanti |
Bradley Kruger Ogier (Cayman) LLP 89 Nexus Way, Camana Bay Grand Cayman Cayman Islands KY1-9009 (345) 949-9876 |
Douglas S. Ellenoff Stuart Neuhauser Steven Mermelstein Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, New York, NY 10105 (212) 370-1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ | |||
| Emerging growth company |
☒ | |||||
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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Haymaker Acquisition Corp V is filing this Amendment No. 1 (this “Amendment”) to its registration statement on Form S-1 (File No. 333-298544) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
Information not required in prospectus
Item 16. Exhibits and Financial Statement Schedules.
| (a) | Exhibits |
II-1
| Exhibit No. |
Description | |
| 99.2** | Compensation Committee Charter. | |
| 99.3** | Nominating and Corporate Governance Committee Charter. | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
| 107** | Filing Fee Table. | |
| ** | Previously filed. |
| *** | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 2nd day of September, 2026.
| Haymaker Acquisition Corp V | ||
| By: | /s/ Christopher Bradley | |
| Name: | Christopher Bradley | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Christopher Bradley Christopher Bradley |
Chief Executive Officer, Chief Financial Officer, and Chairman (principal executive officer, principal financial and accounting officer) | September 2, 2026 | ||
| * Brian Shimko |
Director | September 2, 2026 | ||
| * Harris Heyer |
Director | September 2, 2026 | ||
| * Walter McLallen |
Director | September 2, 2026 | ||
| * William Heyer |
Director | September 2, 2026 | ||
| * James Heyer |
Director | September 2, 2026 | ||
| * By: |
/s/ Christopher Bradley | |
| Name: |
Christopher Bradley | |
| Title: |
Attorney-in-Fact |
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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Haymaker Acquisition Corp V, in New York, New York, on the 2nd day of September, 2026.
| By: | /s/ Christopher Bradley | |
| Name: | Christopher Bradley | |
| Title: | Chief Executive Officer |
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