to this Current Report on Form 8-K. Transaction costs amounted to $16,973,945, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees, and $473,945 of other offering costs. In addition,

HAYMAKER ACQUISITION CORP. III

INDEX TO FINANCIAL STATEMENT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Acquisition Corp. III

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Haymaker Acquisition Corp. III (the Company ) as of March 4, 2021, and the related notes

(collectively referred to as the financial statement ). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of March 4, 2021, in conformity with accounting

principles generally accepted in the United States of America.

Restatement of 2021 Financial Statement

As discussed in Note 2 to the financial statement, the accompanying balance sheet as of March 4, 2021 has been restated.

This financial statement is the

responsibility of the Company s management. Our responsibility is to express an opinion on the Company s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part

of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting. Accordingly,

we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether

due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company s auditor since 2020.

March 10, 2021, except for Notes 2, 3, 8 and

10 as to which the date is May 3, 2022

HAYMAKER ACQUISITION CORP. III

The accompanying notes are an integral part of these financial statements.

HAYMAKER ACQUISITION CORP. III

NOTES TO BALANCE SHEET

NOTE 1. ORGANIZATION AND

Organization and General

Haymaker Acquisition Corp. III (the Company ) is a blank check company incorporated in Delaware on July 6, 2020. The Company was formed for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the Initial Business Combination ). The Company is an emerging

growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ).

At March 4, 2021, the Company had not yet commenced operations. All activity through March 4, 2021 relates to the Company s formation and its

Initial Public Offering, which is described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate

non-operating income in the form of interest income on cash and cash equivalents and permitted investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31

as its fiscal year end.

The registration statement for the Company s initial public offering ( Initial Public Offering ) was declared

effective on March 1, 2021. On March 4, 2021 the Company consummated the Initial Public Offering of 30,000,000 units ( Units and, with respect to the Class A common stock included in the Units being offered, the

Public Shares ), generating gross proceeds of $300,350,000, which is described in Note 4 (this amount includes $350,000 of proceeds from the sale of Private Placement Warrants in conjunction with the partial exercise of the

underwriters overallotment option, which is payable to them upon the closing of the overallotment option).

Simultaneously with the closing of the

IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 5,333,333 warrants (the Private Placement Warrants ) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant,

generating gross proceeds to the Company of $8,000,000 (the Private Placement ). The Private Placement Warrants are identical to the Warrants included in the Units sold as part of the Units in the IPO, except as otherwise disclosed in the

Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.

A total of $300,350,000 comprised of $294,000,000

of the net proceeds from the IPO (which includes $350,000 of proceeds from the sale of Private Placement Warrants in conjunction with the partial exercise of the underwriters overallotment option, which is payable to them upon the closing of

the overallotment option) and $8,000,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company,

An audited balance sheet as of March 4, 2021 reflecting receipt of the proceeds upon consummation of the IPO, including full

exercise of the underwriter s over-allotment option, and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Transaction costs amounted to $16,973,945, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees, and $473,945 of other

offering costs. In addition, at March 4, 2021, $2,000,440 of cash was held outside of the Trust Account and is available for working capital purposes.

Initial Business Combination

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward

consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the

deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully

effect an Initial Business Combination.

HAYMAKER ACQUISITION CORP. III

NOTES TO BALANCE SHEET

The Company, after signing a definitive agreement for an Initial Business Combination, will either

(i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business

Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or

(ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount

then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the

Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether

the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only

if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less

than $5,000,001 either immediately prior to or upon consummation of the Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may

search for an alternate Initial Business Combination.

Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the

Initial Business Combination and the Company does not conduct redemptions in connection with the Initial Business Combination pursuant to the tender offer rules, the Company s amended and restated certificate of incorporation provides that a

public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from

redeeming its shares with respect to more than an aggregate of 15% of the shares or more of the Public Shares, without the prior consent of the Company.

If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will

have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including

interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial

Accounting Standards Board ( FASB ) Accounting Standards Codification ( ASC ) 480, Distinguishing Liabilities from Equity.

Pursuant to the Company s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within

24 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to

lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds

held in the Trust Account and not previously released to us to pay the Company s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption

will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of the Company s remaining stockholders and the Company s board of directors, dissolve and liquidate, subject in each case to the Company s obligations under Delaware law to provide for claims of

creditors and the requirements of other applicable law. The Sponsor and the Company s officers and directors have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions

from the Trust Account with respect to any

HAYMAKER ACQUISITION CORP. III

NOTES TO BALANCE SHEET

Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Initial Public Offering. However, if the

Sponsor or any of the Company s directors, officers or affiliates acquire shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to

such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or

in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account

until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business,

legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company s certificate of

incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the

redemption of any Public Shares sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company s certificate of incorporation to modify the substance or timing of its obligation

to redeem 100% of such shares of Class A common stock if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the shares of Class A