and (c) the issuance by the Company of a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50, subject to certain adjustments, during the period commencing on the later of thirty (30) days after the completion by the Company of its Initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of completion by the Company of its Initial Business Combination or earlier upon redemption or liquidation of the Trust Account (as defined herein). As used herein, the term Initial Business Combination (as described more fully in the Registration Statement (as defined herein)) shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities (collectively, a Target Business).
Pursuant to the Securities Subscription Agreement, dated July 6, 2020 (the Securities Subscription Agreement), the Company issued to Haymaker Sponsor III, LLC, a Delaware limited liability company (the Sponsor), an aggregate of 8,625,000 shares of Class B convertible common stock, par value $0.0001 per share (such shares, as well as the Class A Common Stock issuable upon conversion thereof, where applicable, the Founder Shares) in a private placement for an aggregate purchase price of $25,000 in cash. Up to 1,125,000 of the Founder Shares are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option.
The Company has entered into a Private Placement Warrant Purchase Agreement, dated as of [ ● ], 2021 (the Warrant Purchase Agreement) with the Sponsor, a form of which is filed as an exhibit to the Registration Statement, pursuant to which the Sponsor has agreed to purchase from the Company an aggregate of 5,333,333 warrants (or up to 5,933,333 warrants depending on the extent to which the Underwriters exercise their right to purchase Option Securities) (the Private Placement Warrants) at a price of $1.50 per warrant ($8,000,000 in the aggregate, or $8,900,000 in the aggregate if the Underwriters exercise their right to purchase Option Securities in full), each entitling the holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, in a private placement that will occur simultaneously with the consummation of the Offering. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Prospectus.
The Company has entered into a Warrant Agreement, dated as of [ ● ], 2021, with respect to the Warrants, the Private Placement Warrants and certain warrants that may be issued to the Companys executive officers or directors, the Sponsor or their permitted transferees or affiliates upon conversion of working capital loans made to the Company (the Working Capital Warrants) with Continental Stock Transfer & Trust Company, as warrant agent, in substantially the form filed as an exhibit to the Registration Statement (the Warrant Agreement), pursuant to which Continental Stock Transfer & Trust Company will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants, Private Placement Warrants and Working Capital Warrants.
The Company has entered into an Investment Management Trust Agreement, dated as of [ ● ], 2021, with Continental Stock Transfer & Trust Company, as trustee (the Trustee), in substantially the form filed as an exhibit to the Registration Statement (the Trust Agreement), pursuant to which a portion of the proceeds from the sale of the Private Placement Warrants and certain proceeds of the Offering will be deposited and held in a trust account (the Trust Account) for the benefit of the Company, the Underwriters and holders of the Securities.