Andrew Heyer
About Andrew R. Heyer
Andrew R. Heyer (age 67) is Vice President of Haymaker Acquisition Corp. 4 (HYAC) since November 2024, after serving as Chief Executive Officer and Executive Chairman from HYAC’s July 2023 IPO through November 2024 . He is a finance professional with 40+ years across consumer investing and leveraged finance; prior leadership includes Founding Managing Partner at Trimaran Capital Partners (2000–2007), Vice Chairman at CIBC World Markets and co-head of the CIBC Argosy Merchant Banking Funds (1995–2001), founder of The Argosy Group (1990–1995), and Managing Director at Drexel Burnham Lambert (1984–1990) . Heyer holds a B.Sc. and an M.B.A. from The Wharton School, graduating magna cum laude . HYAC is a blank check company with no operating revenues prior to a business combination, so TSR/revenue/EBITDA performance metrics are not applicable at this stage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HYAC | Chief Executive Officer & Executive Chairman | Jul 2023–Nov 2024 | Led SPAC through search phase; transitioned to Vice President in Nov 2024 |
| HYAC | Vice President | Nov 2024–present | Sponsor leadership; administrative/service arrangements oversight |
| Haymaker Acquisition Corp. III (biote) | President & Director | Through May 2022; remained on biote board after de-SPAC | Completed de-SPAC with BioTE (biote) in May 2022 |
| Haymaker Acquisition Corp. II (ARKO) | President & Director | Through Dec 2020; remained on ARKO board | Completed de-SPAC with GPM/ARKO in Dec 2020 |
| Haymaker Acquisition Corp. I (OneSpaWorld) | President & Director | Through Mar 2019; remained on OSW board | Completed de-SPAC with OneSpaWorld in Mar 2019 |
| Mistral Equity Partners | Founder & Chief Executive Officer | 2007–present | Consumer-focused private equity fund manager |
| Trimaran Capital Partners | Founding Managing Partner | 2000–2007 | Led $1.3B private equity fund |
| CIBC World Markets | Vice Chairman; co-head Argosy Merchant Banking Funds | 1995–2001 | Leveraged finance leadership serving PE clients |
| The Argosy Group L.P. | Founder & Managing Director | 1990–1995 | Built boutique in leveraged finance |
| Drexel Burnham Lambert | Managing Director | 1984–1990 | Investment banking leadership |
| Shearson/American Express | Executive | Prior to 1984 | Early career in finance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| biote Corp (NASDAQ: BTMD) | Director | 2022–present | Continued board service post Haymaker III de-SPAC |
| ARKO Corp (NASDAQ: ARKO) | Director | 2020–present | Continued service post Haymaker II de-SPAC |
| OneSpaWorld (NASDAQ: OSW) | Director | 2019–present | Continued service post Haymaker I de-SPAC |
| The Lovesac Company (NASDAQ: LOVE) | Director | 2010–present | Retail/consumer board service |
| The Hain Celestial Group (NASDAQ: HAIN) | Director | 1993–2009; 2012–2019 | Litigation noted below remains pending |
| XpresSpa Group (NASDAQ: XWEL) | Director | 2016–2019 | Consumer services board |
| Las Vegas Sands (NYSE: LVS) | Director | 2006–2008 | Gaming sector board |
| El Pollo Loco (NASDAQ: LOCO) | Director | 2005–2008 | Restaurants board |
| Reddy Ice Holdings | Director | 2003–2006 | Manufacturing board |
| Coliseum Acquisition Corp (NASDAQ: MITA) | Director | Jan 2021–Jun 2023 | SPAC board role |
| Tastemaker Acquisition Corp | Director | Jan 2021–Jul 2023 | SPAC board role |
| AF Acquisition Corp | Director | Mar 2021–Dec 2022 | SPAC board role |
| Insomnia Cookies | Director | n/a | Board service noted; dates not specified |
Fixed Compensation
HYAC does not pay cash compensation to officers/directors prior to its initial business combination. Administrative reimbursements are paid to related parties in lieu of salary.
- No base salaries or cash bonuses paid to officers/directors prior to business combination .
- Administrative Services Agreement: HYAC pays an affiliate of the Vice President (Andrew R. Heyer) $20,000 per month for office space and administrative services; incurred $240,000 in 2024 and $180,000 for the nine months ended Sep 30, 2025 .
- Advisory Services Agreement: $20,000 per month payable (contingent at close) to an affiliate of the CFO; contingent fees of $240,000 at Dec 31, 2024 and $180,000 at Sep 30, 2025 .
| Fixed Compensation Item | Amount | Period | Terms |
|---|---|---|---|
| Base Salary | $0 | Pre–business combination | No cash compensation to officers/directors |
| Admin Services (affiliate of VP) | $20,000/month | Ongoing | Accelerated at closing or liquidation |
| Admin Services incurred | $240,000 | FY 2024 | Expense recorded |
| Admin Services incurred | $180,000 | 9M 2025 | Expense recorded |
| CFO Advisory (contingent) | $20,000/month | Pre–business combination | Payable only upon successful close |
| CFO Advisory contingent | $240,000 | As of Dec 31, 2024 | Accrued, contingent |
| CFO Advisory contingent | $180,000 | As of Sep 30, 2025 | Accrued, contingent |
Performance Compensation
HYAC has no equity-based or performance-based compensation plans for officers/directors prior to the business combination; no RSUs/PSUs/options are granted by HYAC. Sponsor economics (founder shares and private placement securities) drive alignment and potential upside post-de-SPAC.
- No executive equity comp plans; “Securities Authorized for Issuance under Equity Compensation Plans: None” .
- No cash bonuses prior to business combination .
Equity Ownership & Alignment
Sponsor holdings create meaningful alignment, with founder shares subject to standard SPAC lock-ups and conversion upon de-SPAC.
| Holder | Security | Quantity | % of Class / Total | Notes |
|---|---|---|---|---|
| Haymaker Sponsor IV LLC (record holder); Andrew R. Heyer and Steven J. Heyer are managing members | Class B Founder Shares | 5,750,000 | 100% of Class B; 22.2% of total ordinary shares | Managing members may be deemed beneficial owners; all officers/directors are sponsor members |
| Haymaker Sponsor IV LLC (record holder) | Private Placement Shares (Class A within units) | 797,600 | 3.4% of Class A | Purchased at $10.00 per unit |
| Founder Shares consideration | Sponsor paid $25,000 | n/a | ~0.004/share | Initial sponsor purchase consideration |
Lock-ups and conversion mechanics:
- Founder Shares automatically convert into Class A at de-SPAC; transfer restricted for six months post-combination (subject to exceptions) .
- Private placement securities restricted from transfer until 30 days post-combination (subject to exceptions) .
- Public/Private warrants become exercisable 30 days post-combination and expire five years after the business combination; redeemable at $0.01/warrant if stock trades ≥$18 on specified days .
Insider trading and hedging:
- HYAC insider trading policy prohibits hedging transactions (options, puts/calls, shorting) by directors and executive officers; no pledging disclosure provided .
Employment Terms
- Role/tenure: Vice President since Nov 2024; previously CEO & Executive Chairman from IPO to Nov 2024 .
- Administrative Services Agreement with an affiliate of the Vice President: $20,000/month; accelerated upon closing or liquidation .
- Letter Agreement: Sponsor and officers/directors waive redemption and liquidating rights on founder/private shares and agree to vote in favor of the business combination .
- Corporate opportunities: Charter renounces corporate opportunities and permits officers/directors to engage in similar businesses, including other SPACs .
- Severance/change-of-control/clawbacks/tax gross-ups: Not disclosed.
Related Party & Financing Arrangements
- Working Capital Loan Promissory Note (WCL): Up to $1,500,000 issued to Sponsor on June 10, 2024; non-interest bearing; convertible at Sponsor’s election into units at $10.00 per unit identical to private placement units. Drawn $400,000 at Dec 31, 2024 and $755,000 at Sep 30, 2025 .
- Extension Promissory Note: Sponsor agreed monthly trust contributions; aggregate principal up to $4,500,000 (issued July 28, 2025); non-interest bearing; $1,125,000 drawn as of Sep 30, 2025 .
- Registration Rights: Holders of founder shares, private units, and any WCL Units entitled to registration rights; up to three demands and piggy-back rights post-combination .
| Instrument | Terms | Amount Drawn | Key Features |
|---|---|---|---|
| WCL Promissory Note to Sponsor | Max $1,500,000; non-interest; payable at close or liquidation | $400,000 (Dec 31, 2024); $755,000 (Sep 30, 2025) | Convertible to units at $10.00; identical to private placement units |
| Extension Promissory Note to Sponsor | Max $4,500,000; non-interest | $1,125,000 (Sep 30, 2025) | Funding monthly trust contributions; repayable at close or deadline |
| Registration Rights Agreement | n/a | n/a | Demands/piggy-back for founder/private/WCL securities |
Performance & Track Record
- Prior de-SPAC completions: Heyer led Haymaker I (OneSpaWorld, Mar 2019), Haymaker II (GPM/ARKO, Dec 2020), and Haymaker III (BioTE/biote, May 2022) .
- Current HYAC transaction path: Announced combination with Suncrete; business combination expected to complete in Q1 2026 per HYAC news release .
- Litigation: Heyer named in consolidated derivative actions related to Hain Celestial (filed 2017); Magistrate recommended dismissal with prejudice in Nov 2022; case remains pending .
Board Governance
- Voting control: Only Class B holders (Sponsor) appoint directors prior to de-SPAC; Sponsor beneficially owns 22.2% of ordinary shares and may influence outcomes on amendments and significant transactions .
- No committee or attendance data disclosed specific to Heyer.
Director/Officer Compensation (HYAC context)
- No cash compensation pre–business combination; potential consulting/management fees post-combination to those remaining with the combined company, to be determined by an independent compensation committee at that time .
Compensation Structure Analysis
- Shift toward related-party service reimbursements rather than salary indicates low cash burn but ongoing related-party flows ($20k/month) .
- Sponsor equity at de minimis cost (founder shares) creates strong incentive to complete any transaction; this structural incentive is acknowledged as a conflict risk in filings .
Risk Indicators & Red Flags
- Structural incentives: Low-cost founder shares may encourage completing a deal even if unfavorable to public holders (explicitly noted) .
- Going concern/extension risk: HYAC cites substantial doubt about going concern absent completion/financing; de-listing risk if not completed within exchange requirements .
- Insider trading policy prohibits hedging; no pledging disclosed .
- Related-party transactions: Ongoing monthly payments to affiliates and sponsor loans; alignment via conversion features but potential dilution .
- Litigation: Hain Celestial matter remains pending .
Equity Ownership & Lock-Up Details (Vesting/Selling Pressure)
| Security | Vesting/Lock-up | Selling Pressure Implication |
|---|---|---|
| Founder Shares (Class B) | Convert to Class A at de-SPAC; transfer restricted for six months post-close (exceptions apply) | Potential supply overhang at lock-up expiry; strong sponsor incentive pre-close |
| Private Placement Units/Shares | Transfer restricted until 30 days post-close | Near-term selling window opens 30 days post-de-SPAC |
| Public/Private Warrants | Exercisable 30 days post-close; expire five years post-close; redeemable at $18 trigger | Exercise/redemption dynamics can influence float and price |
Investment Implications
- Alignment and retention: Heyer’s sponsor-linked equity (founder and private units via Sponsor) strongly aligns him with completing a transaction; standard lock-ups imply potential post-close selling windows but also continued upside via warrants and converted founder shares .
- Governance and structural risk: Sponsor control over director appointments pre-combination and low-cost founder shares create inherent conflict risks noted in filings; independent compensation committee post-close is intended to govern future pay .
- Liquidity and financing: Sponsor financing (WCL and Extension notes) supports process but adds convertible/dilutive overhang; monitor conversion into units and trust contributions’ impact on float and dilution post-close .
- Execution track record: Heyer has led three prior SPACs to completion; HYAC’s proposed Suncrete combination targets Q1 2026, with standard SPAC risks on redemptions, financing, and timing .