DESCRIPTION OF THE REGISTRANTS SECURITIES
REGISTERED PURUSANT TO SECTION 12 OF THE SECURITIES
EXCHNAGE ACT OF 1934, AS AMENDED
As of December 31, 2019, Haymaker Acquisition Corp. II (we, our, us or the Company) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act): (i) its Class A common stock, $0.0001 par value per share (Class A common stock), (ii) its warrants, exercisable for one share of Class A common stock for $11.50 per share, and (iii) its units, consisting of one share of Class A common stock and one-third of one redeemable warrant, each whole warrant to purchase one share of Class A common stock. In addition, this Description of Securities also contains a description of the Companys Class B common stock, $0.0001 par value per share (the Class B common stock or founder shares), which is not registered pursuant to Section 12 of the Exchange Act, but is convertible into shares of the Class A common stock. The description of the Class B common stock is necessary to understand the material terms of the Class A common stock.
Pursuant to our amended and restated certificate of incorporation, as amended, our authorized capital stock consists of 200,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock.
Defined terms used herein and not defined herein shall have the meaning ascribed to such terms in the Companys Annual Report on Form 10-K.
Each unit consists of one whole share of Class A common stock and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant.
Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. Unless specified in our amended and restated certificate of incorporation, as amended, or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
We will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our business combination. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation, as amended, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation, as amended, requires these tender offer documents to contain substantially the same financial and other information about the initial business