425: Haymaker 4 Secures Investor Support for Suncrete Merger

Haymaker Acquisition Corp. 4 entered into Non-Redemption Agreements with investors to ensure the successful closing of its business combination with Suncrete, Inc., securing 4.44 million shares.

Summary

• Haymaker Acquisition Corp. 4 (Haymaker) and Concrete Partners Holding, LLC (Suncrete) entered into Non-Redemption Agreements with certain investors on March 24, 2026.
• These agreements involve investors acquiring an aggregate of 4,442,085 Class A ordinary shares (Public Shares) from Haymaker shareholders.
• Investors agreed to purchase these shares at a price no higher than the redemption price, waive their redemption rights, hold the shares through the closing date of the Business Combination, and abstain from voting on the Business Combination.
• Suncrete intends to compensate the selling shareholders for the difference between the actual redemption price and the price at which they sell their shares to the Investors.
• Haymaker expects to receive net proceeds of approximately $10.75 per non-redeemed Public Share after accounting for aggregate fees paid by Suncrete to the Investors.
• The Non-Redemption Agreements, combined with a previously announced PIPE investment of $105.5 million, are anticipated to satisfy the Minimum Cash Condition required for the Business Combination to close.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, as the Non-Redemption Agreements significantly de-risk the Business Combination by addressing potential shareholder redemptions and ensuring the Minimum Cash Condition is met, albeit at a cost to Suncrete.

Positives

• The Non-Redemption Agreements secure 4,442,085 Class A ordinary shares, reducing potential redemptions and increasing the likelihood of the Business Combination closing.
• The agreements, alongside the $105.5 million PIPE investment, are expected to satisfy the Minimum Cash Condition, a critical hurdle for the merger.
• Haymaker is expected to receive net proceeds of approximately $10.75 per non-redeemed Public Share, contributing to the transaction's financial viability.

Negatives

• The necessity of Non-Redemption Agreements suggests a potential risk of high shareholder redemptions, which could otherwise jeopardize the Business Combination.
• Suncrete is obligated to pay the difference between the actual redemption price and the sale price to shareholders selling their Public Shares, representing an additional cost to the target company.
• Investors who enter into these agreements must abstain from voting on the Business Combination, potentially reducing overall shareholder participation in the vote.

Risks

• The Business Combination and the PIPE investment may not be completed in a timely manner or at all.
• Failure by parties to satisfy closing conditions, including the Minimum Cash Condition and approval from Haymaker's shareholders and warrantholders.
• Risk that any of the Investors may not satisfy their obligations under the Non-Redemption Agreements.
• Haymaker retains sole discretion to effect the warrant amendment, which is influenced by the level of redeeming stockholders.
• Failure to realize the anticipated benefits of the Business Combination.
• Potential legal proceedings that may be instituted against PubCo, Suncrete, Haymaker or others following the announcement.
• High levels of redemptions by Haymaker's public shareholders could reduce the public float, liquidity, and potentially impact the listing of PubCo's Class A Common Stock.
• Failure of PubCo to obtain or maintain the listing of its securities on a stock exchange after closing.
• Costs related to the Business Combination and PubCo becoming a public company.
• Risks related to Suncrete's anticipated operations and business, including the success of future acquisitions.
• Issuances of equity or debt securities post-closing, including for Suncrete's acquisition strategy, may adversely affect the value of Suncrete's common stock and dilute stockholders.
• PubCo may experience difficulties managing growth and expanding operations after the Business Combination.
• Challenges in implementing the business plan due to lack of operating history, operational challenges, significant competition, and regulation.

Future Outlook

The parties anticipate that the Minimum Cash Condition for the Business Combination will be satisfied, assuming the Non-Redemption Agreements are fully executed and the PIPE investment is consummated. Haymaker may enter into additional Non-Redemption Agreements on similar terms.

Management Comments

• Haymaker Acquisition Corp. 4 has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. (Signed by Christopher Bradley, CEO and CFO)

Industry Context

StockSavvy.ai notes that the use of Non-Redemption Agreements has become a common strategy in the SPAC market to mitigate redemption risk and ensure that a de-SPAC transaction meets its minimum cash conditions. This mechanism is crucial in a volatile market where shareholder redemptions can often derail otherwise viable mergers, reflecting a broader trend of SPACs employing creative financing structures to close deals.

Comparison to Industry Standards

• The use of Non-Redemption Agreements is a standard practice in the SPAC industry, particularly for deals facing potential high redemptions. For example, similar agreements have been utilized in other SPAC mergers to secure sufficient cash for closing, such as the agreements seen in the Digital World Acquisition Corp. (DWAC) merger with Trump Media & Technology Group or the Gores Guggenheim, Inc. (GGPI) merger with Polestar.
• The $10.75 net proceeds per non-redeemed share is a specific deal term, and its attractiveness would depend on the initial IPO price and the current market trading price relative to the redemption value, which is typically around $10.00-$10.20.
• The $105.5 million PIPE investment is a significant capital injection, comparable to PIPE sizes seen in other mid-to-large SPAC transactions, providing essential funding for the combined entity.

Legal Proceedings

• The filing mentions the risk of "the outcome of any potential legal proceedings that may be instituted against PubCo, Suncrete, Haymaker or others following announcement of the Business Combination."

Stakeholder Impact

• Shareholders (Haymaker): Those who sell shares under the Non-Redemption Agreements receive a price no higher than the redemption price, with Suncrete covering the difference. Those who hold shares benefit from the increased likelihood of the Business Combination closing.
• Shareholders (PubCo/Suncrete): The successful closing of the Business Combination, supported by these agreements, is crucial for the combined entity's future operations and listing.
• Investors (Non-Redemption Agreements): Acquire shares, waive redemption rights, and abstain from voting in exchange for potential fees from Suncrete.

Next Steps

• Haymaker's shareholder meeting to vote on the Business Combination.
• Consummation of the Business Combination.
• Consummation of the PIPE investment.
• PubCo becoming a public company.
• Potential for Haymaker to enter into additional Non-Redemption Agreements.

Key Dates

Recommendation

The Non-Redemption Agreements are a necessary step to de-risk the merger, indicating underlying concerns about shareholder redemptions. While they increase the likelihood of the deal closing, the associated costs to Suncrete and the need for such agreements suggest a cautious "hold" stance until the full financial implications and post-merger operational outlook of the combined entity are clearer. The deal is progressing, but the proactive measures highlight potential challenges.

Keywords

Haymaker Acquisition Corp. 4, Suncrete Inc., Business Combination, SPAC, De-SPAC, Non-Redemption Agreement, PIPE Investment, Merger, SEC Filing, HYACU, HYAC, HYAC WS, Concrete Partners Holding