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Haymaker Acquisition Corp 4-A 2025年度报告

2026-03-30 美股财报 洪雁
报告封面

FORM10-K (Mark ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December31, 2025or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromto Commission file number: 001-41757 (Exact name of registrant as specified in its charter) Cayman Islands86-2213850(State or other jurisdiction of(I.R.S. Employer Palm Beach, Florida33480(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (929) 280-1912 Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for 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, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of theExchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☒No☐ The aggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than shares held by personswho may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A OrdinaryShares on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, asreported on the New York Stock Exchange, was $251,169,679. As of March 30, 2026, there were 23,425,499 Class A Ordinary Shares, par value $0.0001 per share, and 5,750,000Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding. HAYMAKER ACQUISITION CORP. 4 FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PAGEPART IItem 1.Business.1Item 1A.Risk Factors.25Item 1B.Unresolved Staff Comments.36Item 1C.Cybersecurity.36Item 2.Properties.36Item 3.Legal Proceedings.36Item 4.Mine Safety Disclosures.36PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.37Item 6.[Reserved]38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.39Item 7A.Quantitative and Qualitative Disclosures About Market Risk.44Item 8.Financial Statements and Supplementary Data.44Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.44Item 9A.Controls and Procedures.45Item 9B.Other Information.46Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.46PART IIIItem 10.Directors, Executive Officers and Corporate Governance.47Item 11.Executive Compensation.53Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.54Item 13.Certain Relationships and Related