Regulation FD


In connection with Haymaker Acquisition Corp. II’s (“Haymaker”) proposed business combination (the “Business
Combination”) with Arko Holdings Ltd. (“Arko”) / GPM Investments, LLC (“GPM”), on December 13, 2020, Arko published an outline with the Israel Securities Authority (“ISA”) detailing the merger consideration
election process for shareholders of Arko, which noted that the parties expect the remaining closing conditions required by the Business Combination Agreement, dated as of September 8, 2020, as amended on November 18, 2020, by and among
ARKO Corp., Haymaker, Arko, Punch US Sub, Inc. and Punch Sub Ltd, to be satisfied prior to December 22, 2020, the expected closing date of the Business Combination.


The information in this Item 7.01 is furnished and sh all 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 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 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).

Forward-Looking Statements


This Current Report on Form

8-K

includes “forward-looking statements” within the meaning of
the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the businesses of ARKO Corp., Haymaker, Arko and GPM may differ from their actual results and
consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify
such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance, including projected financial information (which was not audited or reviewed by auditors), and
anticipated financial impacts of the Empire Petroleum Partners (“Empire”) acquisition or the Business Combination, the satisfaction of the closing conditions to the Business Combination, and the timing of the completion of the Business
Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of ARKO Corp., Haymaker,
Arko and GPM, and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive
agreements with respect to the Business Combination, (2) the outcome of any legal







proceedings that may be instituted against the parties following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to
complete the Business Combination, including due to failure to satisfy all conditions to closing; (4) the impact of the

COVID-19

pandemic on (x) the parties’ ability to consummate the Business
Combination and (y) the business of Arko and the combined company; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; (6) the
inability to obtain or maintain the listing of ARKO Corp.’s common stock on Nasdaq following the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and
consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage
growth profitably and retain its key employees; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the demand for Arko’s and the combined company’s services together with the
possibility that Arko or the combined company may be adversely affected by other economic, business, and/or competitive factors; (12) the number of shares submitted for redemption by Haymaker’s stockholders in connection with the
stockholder meeting to approve the Business Combination; (13) risks and uncertainties related to Arko’s business, including, but not limited to, changes in fuel prices, the impact of competition, environmental risks, restrictions on the
sale of alcohol, cigarettes and other smoking products and increases in their prices, dependency on suppliers, increases in fuel efficiency and demand for alternative fuels for electric vehicles, failure by independent outsider operators to meet
their obligations, acquisition and integration risks, and currency exchange and interest rates risks; (14) failure to realize the expected benefits of the acquisition of Empire; (15) failure to promptly and effectively integrate
Empire’s business; (16) the potential for unknown or inestimable liabilities related to the Empire business; (17) failure of GPM to consummate its potential acquisition of approximately 60 self-operated sites from certain unrelated
third parties; and (18) other risks and uncertainties included in (x) the “Risk Factors” section of the Haymaker proxy statement/prospectus and (y) other documents filed or to be filed with the SEC by Haymaker and with the
ISA by Arko. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. ARKO Corp., Haymaker, Arko, and GPM do not undertake or accept any obligation
or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.






SIGNATURE


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 14, 2020


 








HAYMAKER ACQUISITION CORP. II






By:


 


/s/ Christopher Bradley



Name:


 


Christopher Bradley



Title:


 


Chief Financial Officer





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