SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2020
HAYMAKER ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
650 Fifth Avenue, Floor 10
New York, New York
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (212) 616-9600
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Units, each consisting of one share of Class A Common Stock and one-third 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Regulation FD Disclosure.
On December 20, 2020, Arko Holdings Ltd. (“Arko”) announced that GPM Investments, LLC (“GPM”) entered into three purchase agreements on December 17, 2020 with certain limited partners in GPM Petroleum LP (“GPMP”) to acquire limited partnership units in GPMP from such limited partners for an aggregate purchase price of approximately $98 million. In the same announcement, Arko indicated that certain of the purchase agreements, representing an aggregate purchase price of $28 million, provided for each of the sellers to purchase shares of Haymaker Acquisition Corp. II (“Haymaker”) from existing Haymaker stockholders in an amount equal to the purchase price. Prior to these transactions, GPM owned, directly and indirectly, 100% of the general partner of GPMP and 80.7% of the GPMP limited partner units.
The information in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Haymaker under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01.
Additional Information and Where to Find It
ARKO Corp. filed a registration statement on Form S-4 (File No. 333-248711), which includes a prospectus with respect to ARKO Corp.’s securities to be issued in connection with Haymaker’s proposed business combination with Arko / GPM (the “Business Combination”) and a proxy statement with respect to Haymaker’s stockholder meeting to vote on the Business Combination (as amended, the “Haymaker proxy statement/prospectus”), with the U.S. Securities and Exchange Commission (the “SEC”). In addition, Arko filed a proxy statement (the “Arko proxy”), which includes reference to the Haymaker proxy statement/prospectus, with the Israel Securities Authority (the “ISA”). ARKO Corp., Haymaker, GPM and Arko urge investors and other interested persons to read the Haymaker proxy statement/prospectus and the Arko proxy, as well as other documents filed with the SEC and the ISA, because these documents contain important information about the Business Combination. The Haymaker proxy statement/prospectus and other relevant materials for the Business Combination were mailed on or about November 6, 2020 to stockholders of Haymaker as of the record date established for voting on the Business Combination. The Haymaker proxy statement statement/prospectus can be obtained, without charge, at the SEC’s web site (http://www.sec.gov).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 21, 2020
HAYMAKER ACQUISITION CORP. II
By: /s/ Christopher Bradley
Name: Christopher Bradley
Title: Chief Financial Officer