10-K: Haymaker Acquisition Corp. 4 Reports 2025 Loss, Advances Suncrete Merger

Haymaker Acquisition Corp. 4 reported a net loss for 2025 while progressing towards its business combination with Suncrete, extending its deadline to July 2026.

Summary

• Haymaker Acquisition Corp. 4, a blank check company, was formed to effect a Business Combination and consummated its Initial Public Offering on July 28, 2023, raising $230,000,000 from Public Units and $7,976,000 from Private Placement Units, with $232,300,000 initially placed in a Trust Account.
• The Combination Period was extended to July 28, 2026, following shareholder approval at the 2025 Annual General Meeting, which also saw 372,101 Public Shares redeemed for approximately $11.12 per share, totaling $4,136,911.
• A definitive Business Combination Agreement was entered into with Suncrete (Concrete Partners Holding, LLC) on October 9, 2025, which involves a domestication to Delaware and a multi-step merger process.
• The PIPE Investment commitment for the Suncrete Business Combination has increased to an aggregate of $167.1 million through additional subscription agreements on January 30, 2026, and March 27, 2026.
• Non-Redemption Agreements were executed on March 24, 2026, for 4,442,085 Public Shares to help satisfy the $150,000,000 Minimum Cash Condition for the Suncrete Business Combination.
• The company reported a net loss of $1,469,806 for the year ended December 31, 2025, a significant decrease from the net income of $11,323,538 in 2024.
• As of December 31, 2025, the company had a working capital deficit of $5,521,906 and the auditor's report noted substantial doubt about its ability to continue as a going concern.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a challenging period for the SPAC, marked by a net loss and significant going concern doubt, despite progress on the Suncrete Business Combination and successful capital-raising efforts to meet merger conditions.

Positives

• The Combination Period was successfully extended to July 28, 2026, providing more time to complete the Business Combination.
• Significant progress has been made towards the Suncrete Business Combination, with a definitive agreement signed and a registration statement declared effective.
• The PIPE Investment commitment for the Suncrete merger increased to $167.1 million, demonstrating additional investor confidence in the transaction.
• Non-Redemption Agreements for 4,442,085 Public Shares are in place to help meet the $150,000,000 Minimum Cash Condition for the Suncrete Business Combination.
• The Management Team possesses extensive experience in the consumer and consumer-related products and services industries, with a track record from previous successful SPACs (Haymaker I, II, III).

Negatives

• The company reported a net loss of $1,469,806 for the year ended December 31, 2025, a substantial decline from the net income of $11,323,538 in 2024.
• A working capital deficit of $5,521,906 as of December 31, 2025, indicates insufficient liquidity for sustained operations.
• The auditor's report explicitly states "substantial doubt about the Company's ability to continue as a going concern."
• The redemption of 372,101 Public Shares for $4,136,911 in connection with the extension reduced the funds held in the Trust Account.
• There is a risk of delisting from NYSE if the NYSE Three Year Requirement for completing a Business Combination is not met.
• The company is dependent on loans from its Sponsor or Management Team to fund operations if funds outside the Trust Account are insufficient.

Risks

• Inability to complete the initial Business Combination, including the Suncrete Business Combination, within the Combination Period, leading to liquidation and worthless Warrants.
• Difficulty obtaining additional financing to complete the initial Business Combination or to fund the operations and growth of a target business.
• Issuance of Ordinary Shares at a price less than the prevailing market price, which could dilute the interest of existing shareholders.
• Increased competition for attractive target businesses due to a growing number of SPACs and potential negative public perception of SPAC mergers.
• Resources could be wasted on researching Business Combination targets that are not completed.
• Fluctuations in inflation and interest rates could make it more difficult to consummate an initial Business Combination.
• Changes in laws or regulations, including the U.S. federal 1% excise tax on certain stock repurchases, may adversely affect the business.
• Risk of being deemed an investment company under the Investment Company Act, which could impose burdensome compliance requirements or restrict activities.
• The Sponsor and Management Team's agreement to vote in favor of the initial Business Combination, regardless of Public Shareholder votes, may lead to a combination not supported by a majority of Public Shareholders.
• The ability of Public Shareholders to redeem their shares for cash may make the company's financial condition unattractive to potential targets or dilute the investment.
• The requirement to complete the initial Business Combination within the Combination Period may give potential target businesses leverage and limit due diligence time.
• The share price of the post-Business Combination company may be less than the Redemption Price of Public Shares.
• Loss of key personnel from an acquisition candidate upon completion of the initial Business Combination could negatively impact operations.
• Cybersecurity incidents or attacks could result in information theft, data corruption, operational disruption, and/or financial loss.
• Current global geopolitical conditions and armed conflicts (e.g., Ukraine/Russia, Middle East) could materially adversely affect the search for a target or the target's operations.
• The securities in the Trust Account could bear a negative rate of interest, reducing the Redemption Price received by Public Shareholders.
• A provision of the Warrant Agreement may make it more difficult to consummate an initial Business Combination if certain conditions related to newly issued shares and market value are met.
• Further extensions of the Combination Period could materially adversely affect the amount held in the Trust Account and the company's NYSE listing.
• Substantial doubt exists about the company's ability to continue as a going concern.

Future Outlook

The company expects to continue incurring significant costs in pursuit of its acquisition plans and will not generate operating revenues until after completing its initial Business Combination. It aims to complete the Suncrete Business Combination by July 28, 2026, and is actively working to meet closing conditions through increased PIPE investment and non-redemption agreements. The ability to continue as a going concern is dependent on successfully consummating a Business Combination.

Management Comments

• "Our Management believes that its ability to identify and implement operational value creation initiatives will remain central to its differentiated acquisition strategy."
• "Our Management Team raised equity facilities (incremental to Haymaker I and Haymaker IIs capital in trust) and new debt facilities to successfully complete the Business Combinations for Haymaker I, Haymaker II and Haymaker III."
• "Management plans to consummate an initial Business Combination prior to the end of the Combination Period."

Industry Context

StockSavvy.ai notes that Haymaker Acquisition Corp. 4 operates within the highly competitive Special Purpose Acquisition Company (SPAC) market, specifically targeting the consumer and consumer-related products and services industries. The company's strategy, which emphasizes leveraging its management team's extensive network and operational expertise, is a common approach for SPACs seeking to identify and add value to target businesses. The ongoing geopolitical conflicts and broader economic volatility, including inflation and interest rate fluctuations, present significant headwinds for SPACs in identifying and successfully completing initial business combinations.

Comparison to Industry Standards

• Haymaker I, a previous SPAC managed by the team, completed its business combination with OneSpaWorld Holdings Ltd. (NASDAQ: OSW) in March 2019, approximately 16.5 months after its initial public offering.
• Haymaker II, another SPAC led by the team, completed its business combination with GPM Investments, LLC and ARKO Holdings Ltd. (NASDAQ: ARKO) in December 2020, approximately 18.5 months after its initial public offering.
• Haymaker III completed its initial business combination with BioTE Holdings, LLC (now biote Corp., NASDAQ: BTMD) in May 2022, approximately 14 months after its initial public offering.
• Haymaker Acquisition Corp. 4 is currently pursuing a business combination with Suncrete (Concrete Partners Holding, LLC), a Delaware limited liability company, which aligns with the management team's stated focus on consumer-related industries.

Management Changes

Corporate Governance

Legal Proceedings

• No material litigation is currently pending or contemplated against the company, its subsidiaries, officers, or directors.
• Roger Meltzer and Andrew R. Heyer were named as defendants in a consolidated class action derivative stockholder action related to Hain Celestial Group, filed in 2017, alleging breach of fiduciary duty and violations of Sections 10(b) and 20(a) of the Exchange Act. The case remains pending.

Related Party Transactions

• The Sponsor (Haymaker Sponsor IV LLC) acquired 5,750,000 Founder Shares for $25,000.
• The Sponsor purchased 797,600 Private Placement Units for $7,976,000.
• An affiliate of the Vice President receives $20,000 per month for administrative services under the Administrative Services Agreement.
• An affiliate of the Chief Financial Officer receives $20,000 per month for advisory services, accrued and payable upon successful completion of the initial Business Combination, under the Advisory Services Agreement.
• The IPO Promissory Note, under which the Sponsor loaned the company up to $300,000, was fully repaid on July 28, 2023.
• The WCL Promissory Note, under which the Sponsor may loan up to $1,500,000 for working capital, had $1,059,879 drawn as of December 31, 2025.
• The 2025 Extension Promissory Note, under which the Sponsor loaned up to $4,500,000 for Trust Account contributions, had $2,250,000 drawn as of December 31, 2025.
• The Sponsor and management have waived their redemption rights with respect to any Founder Shares and Private Placement Shares they hold.
• The Sponsor and management have agreed to vote their Founder Shares and Public Shares in favor of the initial Business Combination.
• The Sponsor agreed to forfeit up to 333,333 Anchor Commitment Fee Shares to Pubco upon the Initial Merger Effective Time.
• Dothan Independent GP, LP became a member of the Sponsor, contributing $500,000 for an indirect interest in 2,800,000 Founder Shares and 398,800 Warrants.

Stakeholder Impact

• Shareholders: Public Shareholders have redemption rights, but face potential dilution from new share issuances and the risk of the post-combination share price being lower than the redemption price. Founder Shares holders, including the Sponsor and management, have significant voting power and stand to make substantial profits even if Public Shareholders incur losses.
• Creditors: There is a risk that claims by creditors could reduce the funds available in the Trust Account, potentially leading to Public Shareholders receiving less than the stated Redemption Price upon liquidation.
• Management/Sponsor: The Sponsor and management have strong financial incentives to complete a Business Combination, which could create conflicts of interest. They also have existing fiduciary or contractual obligations to other entities, potentially diverting attention from the company's affairs.

Next Steps

• Complete the domestication of the company from the Cayman Islands to the State of Delaware.
• Effect the Initial Merger, where Merger Sub I merges with and into Haymaker Acquisition Corp. 4.
• Effect the Acquisition Merger, where Merger Sub II merges with and into Suncrete.
• Obtain all necessary governmental approvals, including under the Hart-Scott-Rodino Antitrust Improvements Act.
• Secure shareholder approval for the Suncrete Business Combination and related proposals at the SPAC Shareholders Meeting.
• Ensure the Pubco Class A Common Stock and Assumed SPAC Warrants are approved for listing on the NYSE.
• Redeem or repurchase all issued and outstanding Warrants (excluding those held by the Sponsor) prior to or concurrently with the Closing Date.
• Consummate the PIPE Investment as per the subscription agreements.
• Suncrete must consummate the Project Thunder Transaction.
• Enter into the Assignment, Assumption, and Amendment Agreement for the Registration Rights Agreement.
• Enter into the Suncrete Registration Rights Agreement.
• Enter into the Dothan Management Agreement Amendment.
• Repay all outstanding Sponsor Notes, including the WCL Promissory Note and the 2025 Extension Promissory Note.
• Christopher Bradley is anticipated to serve as a consultant and Andrew Heyer as a director of the combined company following the Business Combination.

Key Dates

Recommendation

The company reported a net loss for 2025 and the auditor's report explicitly states "substantial doubt about the Company's ability to continue as a going concern." This indicates significant financial distress and high operational risk. While progress is being made on the Suncrete Business Combination, the underlying financial health and the inherent uncertainties of SPAC mergers, including potential dilution and the need for non-redemption agreements to meet cash conditions, suggest a precarious investment. A seasoned investor would likely view these factors as strong indicators to sell or avoid the stock due to the elevated risk profile and negative financial performance.

Keywords

SPAC, Haymaker Acquisition Corp. 4, Suncrete Business Combination, 10-K, SEC Filing, Special Purpose Acquisition Company, Merger, Acquisition, Financial Report, Corporate Governance, Risk Factors, PIPE Investment, Redemption, Trust Account, Going Concern, Warrants, NYSE, Consumer Industry, Concrete Partners Holding