8-K: Haymaker Secures SPAC Deal with Non-Redemption Pacts

Haymaker Acquisition Corp. 4 entered into non-redemption agreements with investors to secure 4.4 million shares and ensure the minimum cash condition for its business combination with Suncrete.

Summary

• Haymaker Acquisition Corp. 4 (Haymaker) and Suncrete, Inc. (PubCo) entered into Non-Redemption Agreements with certain investors on March 24, 2026.
• These agreements are in connection with the previously disclosed Business Combination Agreement dated October 9, 2025, between Haymaker, PubCo, and Concrete Partners Holding, LLC (Suncrete).
• Investors agreed to acquire an aggregate of 4,442,085 Class A ordinary shares of Haymaker from existing shareholders, either in the open market or through privately negotiated transactions.
• The acquisition price for these shares will be no higher than the redemption price per share payable to public shareholders.
• Investors have agreed to waive their redemption rights, hold the acquired Public Shares through the closing date of the Business Combination, and abstain from voting these shares for or against the Business Combination.
• Suncrete intends to compensate the selling shareholders an amount equal to 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 as a result of these agreements and after accounting for fees paid to investors.
• The parties anticipate that the Minimum Cash Condition for the Business Combination will be satisfied, assuming the acquisition of all agreed-upon Public Shares and the consummation of the previously announced PIPE investment for $105.5 million.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development, as it significantly de-risks the Business Combination by addressing the critical Minimum Cash Condition and reducing potential redemptions, thereby increasing the likelihood of the deal's successful completion.

Positives

• The Non-Redemption Agreements are expected to satisfy the Minimum Cash Condition for the Business Combination, significantly de-risking the transaction's completion.
• Securing commitments from investors to hold 4,442,085 Class A ordinary shares reduces potential redemptions, ensuring more capital remains with the combined entity.
• The anticipated net proceeds of approximately $10.75 per non-redeemed Public Share contribute positively to the capital base.
• Haymaker may enter into additional Non-Redemption Agreements on similar terms, offering further flexibility and capital retention.

Negatives

• Suncrete has agreed to pay a fee to the shareholders selling Public Shares in connection with the Non-Redemption Agreements, representing a cost to the target company.
• Investors who are party to the Non-Redemption Agreements will abstain from voting their acquired shares on the Business Combination, which could impact voting dynamics, though they are committed to holding the shares.

Risks

• The Business Combination and the PIPE investment may not be completed in a timely manner or at all.
• Failure by the parties to satisfy the conditions to the consummation of the PIPE investment, the SPAC public warrant exchange, and the Business Combination, including the Minimum Cash Condition and shareholder/warrantholder approval.
• Risk that any of the Investors does not satisfy its obligations under the Non-Redemption Agreements.
• Haymaker will retain sole discretion to effect the warrant amendment, including as a result of the level of redeeming stockholders.
• Failure to realize the anticipated benefits of the Business Combination.
• The outcome of any potential legal proceedings that may be instituted against PubCo, Suncrete, Haymaker, or others following the announcement of the Business Combination.
• The level of redemptions of Haymaker's public shareholders may reduce the public float, reduce the liquidity of the trading market, and/or impact the quotation, listing, or trading of the Ordinary Shares or Class A Common Stock of PubCo.
• Failure of PubCo to obtain or maintain the listing of its securities on any stock exchange after the closing of the Business Combination.
• Costs related to the Business Combination and as a result of PubCo becoming a public company.
• Risks relating to Suncrete's anticipated operations and business, including the success of any future acquisitions.
• The risk that issuances of equity or debt securities following the closing of the Business Combination, including issuances in connection with Suncrete's acquisition strategy, may adversely affect the value of Suncrete's common stock and dilute its stockholders.
• The risk that after consummation of the Business Combination, PubCo experiences difficulties managing its growth and expanding operations.
• Challenges in implementing the business plan due to lack of an operating history, operational challenges, significant competition, and regulation.

Future Outlook

The company anticipates the satisfaction of the Minimum Cash Condition for the Business Combination, contingent on the consummation of the PIPE investment and the successful execution of the Non-Redemption Agreements. Forward-looking statements indicate expectations regarding the timing and benefits of the Business Combination, future financial condition, and performance, as well as the successful integration and growth of Suncrete post-merger.

Management Comments

• Haymaker Acquisition Corp. 4, through its actions, demonstrates a commitment to ensuring the successful completion of the Business Combination with Suncrete.
• The company expects to receive approximately $10.75 per non-redeemed Public Share, indicating a clear financial expectation from these agreements.
• Management is actively pursuing strategies, such as additional Non-Redemption Agreements, to further secure the transaction.

Industry Context

StockSavvy.ai notes that the use of Non-Redemption Agreements is a common and increasingly critical strategy for Special Purpose Acquisition Companies (SPACs) to meet minimum cash conditions and mitigate high redemption rates. This mechanism helps de-risk business combinations, particularly in a market where investor redemptions can jeopardize deal completion. The proactive securing of shares through such agreements reflects a pragmatic approach to navigating SPAC market dynamics and ensuring the transaction proceeds.

Comparison to Industry Standards

• The filing primarily details a procedural step (Non-Redemption Agreements) to facilitate a SPAC business combination, rather than providing operational or financial results of the underlying business (Suncrete).
• Specific comparable companies, projects, or results are not detailed within this filing to allow for a direct assessment against industry benchmarks.

Legal Proceedings

• The filing identifies 'the outcome of any potential legal proceedings that may be instituted against PubCo, Suncrete, Haymaker or others following announcement of the Business Combination' as a risk factor.

Stakeholder Impact

• **Haymaker Shareholders:** Those who sell shares to investors under the Non-Redemption Agreements will receive a price no higher than the redemption price. Those who hold shares benefit from the increased likelihood of the Business Combination closing.
• **Suncrete (Target Company):** Benefits from the increased certainty of the Business Combination closing and meeting the Minimum Cash Condition, but incurs costs by compensating selling shareholders.
• **Investors (in Non-Redemption Agreements):** Acquire Class A ordinary shares, waive redemption rights, abstain from voting, and receive a payment from Suncrete.
• **Future PubCo Shareholders:** Benefit from the combined entity having a more stable capital base post-merger due to reduced redemptions and the PIPE investment.

Next Steps

• Consummation of the Business Combination between Haymaker, PubCo, and Suncrete.
• Consummation of the previously announced PIPE investment for $105.5 million.
• Haymaker may enter into additional Non-Redemption Agreements on similar terms.
• Shareholders and warrantholders of Haymaker will vote on the Business Combination at a shareholder meeting.
• Issuance of PubCo's securities in connection with the Business Combination.

Key Dates

Recommendation

The filing indicates a significant step towards de-risking the Business Combination by ensuring the Minimum Cash Condition is met and reducing potential redemptions. For existing investors, this increases the likelihood of the de-SPAC transaction closing, making a 'hold' recommendation appropriate to await the completion of the merger and the subsequent performance of the combined entity. For new investors, while the risk of deal failure is reduced, a deeper analysis of Suncrete's fundamentals would be required for a 'buy' recommendation.

Keywords

SPAC, Business Combination, Non-Redemption Agreement, Haymaker Acquisition Corp. 4, Suncrete, PIPE investment, Minimum Cash Condition, De-SPAC, Merger, SEC filing