425: Haymaker Secures Warrant Holder Support for Suncrete Merger

Haymaker Acquisition Corp. 4 has secured agreements from a majority of its warrant holders to support an amendment exchanging public warrants for cash and shares, advancing its business combination with Suncrete, Inc.

Summary

• Haymaker Acquisition Corp. 4 (Haymaker) entered into Investor Support Agreements on March 3, 2026, with holders of approximately 49.8% of its outstanding public warrants.
• These warrantholders agreed to vote in favor of an amendment to exchange all public warrants for $2.25 in cash and 0.075 Ordinary Shares per whole warrant, totaling approximately $25.9 million and 862,500 Ordinary Shares.
• Haymaker Sponsor IV, LLC (the Sponsor) also entered into a support agreement on March 3, 2026, agreeing to vote all private placement warrants in favor of the Warrant Amendment.
• With these agreements, warrantholders representing a majority of the SPAC Warrants have committed to vote in favor, making the Warrant Amendment expected to be approved at the Warrantholder Meeting.
• Haymaker retains sole discretion on whether or not to effect the Warrant Amendment once it is approved.
• The Business Combination with Suncrete, Inc. (PubCo) is expected to close in the first quarter of 2026, with the combined company trading on Nasdaq under the ticker RMIX.
• Institutional investor commitments for the common stock private placement (PIPE) have been upsized from $82.5 million to $105.5 million.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this filing positively due to the successful securing of majority warrant holder support for the amendment and the significant upsizing of the PIPE investment, both of which de-risk the impending business combination and strengthen the combined entity's capital position.

Positives

• Secured support from a majority of public warrant holders (approximately 49.8%) and all private placement warrant holders from the Sponsor for the warrant amendment.
• The Warrant Amendment is expected to be approved, which streamlines the path to completing the business combination.
• Institutional investor commitments in the common stock private placement (PIPE) have been upsized from $82.5 million to $105.5 million, indicating a stronger capital foundation for the combined entity.
• Suncrete is described as well-positioned for public markets with a high-performance, scalable ready-mix concrete platform.
• Anticipated market share expansion, organic growth, and expansion into new markets through accretive acquisitions.
• Suncrete's business model is aligned with ongoing population growth, urbanization trends, and infrastructure investment in the U.S. Sunbelt region.

Negatives

• Haymaker retains sole discretion on whether or not to effect the Warrant Amendment even after it is approved, introducing a degree of uncertainty.
• Issuances of equity or debt securities following the closing of the Business Combination, including for Suncrete's acquisition strategy, may adversely affect the value of Suncrete's common stock and dilute its stockholders.

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 approval of Haymaker's shareholders and warrantholders.
• 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 announcement of the Business Combination.
• The level of redemptions of Haymaker's public shareholders, which may reduce the public float of, reduce the liquidity of the trading market of, and/or result in a failure to maintain the quotation, listing, or trading of the Class A ordinary shares of Haymaker.
• The failure of PubCo to obtain or maintain the listing of its securities on any stock exchange on which PubCo's Class A Common Stock will be listed after closing of the Business Combination.
• Costs related to the Business Combination and as a result of PubCo becoming a public company.
• Changes in business, market, financial, political, and regulatory conditions.
• Risks relating to Suncrete's anticipated operations and business, including its ability to complete future acquisitions and the success of any such acquisitions.
• The risk that issuances of equity or debt securities following the closing of the Business Combination, including issuances of equity securities 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 could experience difficulties managing its growth and expanding operations.
• Challenges in implementing Suncrete's business plan, due to operational challenges, significant competition, and regulation.

Future Outlook

The Business Combination with Suncrete is expected to close in the first quarter of 2026, with the combined company, Suncrete, Inc. (PubCo), trading on Nasdaq under the ticker RMIX. Suncrete anticipates continued market share expansion, organic growth, and expansion into new markets through accretive acquisitions, leveraging its scalable ready-mix concrete platform in the rapidly growing U.S. Sunbelt region.

Management Comments

• "We are pleased to have secured support agreements with warrantholders of Haymaker representing the majority of warrants." Ned N. Fleming, III, Executive Chairman of Suncrete.
• "With the expected exchange of all public warrants and the recent upsizing of our institutional investor commitments in our previously announced common stock private placement from $82.5 million to $105.5 million, we believe Suncrete is well positioned to enter the public markets later this quarter." Ned N. Fleming, III, Executive Chairman of Suncrete.
• "This strong capital foundation provides substantial runway to execute on the Company’s growth objectives." Ned N. Fleming, III, Executive Chairman of Suncrete.
• "We believe that Suncrete’s high-performance and scalable ready-mix concrete platform is well-positioned to continue its relative market share expansion, driving organic growth while expanding to new markets through accretive acquisitions." Ned N. Fleming, III, Executive Chairman of Suncrete.
• "Suncrete’s local market leadership, scale and integrated logistics position it as a trusted partner in some of the nation’s most attractive, fastest growing, and most resilient construction markets." Ned N. Fleming, III, Executive Chairman of Suncrete.
• "The Company is well-aligned to benefit from ongoing population growth, urbanization trends and infrastructure investment across the Sunbelt." Ned N. Fleming, III, Executive Chairman of Suncrete.

Industry Context

StockSavvy.ai notes that Suncrete operates in the ready-mix concrete sector, strategically positioned in Oklahoma and Arkansas, with plans for expansion across the U.S. Sunbelt region. This aligns with broader industry trends of population growth, urbanization, and significant infrastructure investment in the Sunbelt, suggesting a favorable operating environment for construction-related businesses. The company's focus on a scalable, vertically integrated logistics and distribution platform positions it to capitalize on these regional economic tailwinds.

Related Party Transactions

• Haymaker Sponsor IV, LLC (the Sponsor) entered into a support agreement on March 3, 2026, agreeing to vote all private placement warrants in favor of the Warrant Amendment.

Stakeholder Impact

• Shareholders of Haymaker: Will vote on the Business Combination. Their Class A ordinary shares will become PubCo securities. Potential for dilution from warrant exchange and future equity issuances.
• Warrantholders of Haymaker: Public warrantholders will exchange warrants for $2.25 cash and 0.075 Ordinary Shares per warrant if the amendment is approved and effected. Private placement warrantholders (Sponsor) also support the amendment.
• Investors in PIPE: Increased commitment from $82.5 million to $105.5 million, indicating increased investment in the combined entity.
• Employees of Suncrete: Implied positive impact from growth objectives and public market entry.
• Customers of Suncrete: Continued service as a 'mission-critical partner' in construction.

Next Steps

• Warrantholder Meeting to vote on the Warrant Amendment.
• Closing of the Business Combination in the first quarter of 2026.
• Combined company (Suncrete, Inc.) to trade on Nasdaq under the ticker symbol RMIX.
• Suncrete plans to continue market share expansion, organic growth, and expansion to new markets through accretive acquisitions.

Key Dates

Recommendation

The successful securing of majority warrant holder support for the warrant amendment, coupled with the substantial upsizing of the PIPE investment to $105.5 million, significantly de-risks the impending business combination between Haymaker and Suncrete. This provides a strong capital foundation for Suncrete's stated growth objectives, including market share expansion and accretive acquisitions in the economically resilient U.S. Sunbelt region. The clear path to closing and enhanced financial backing make this an attractive investment opportunity.

Keywords

Haymaker Acquisition Corp. 4, Suncrete, Business Combination, SPAC, Warrant Amendment, PIPE Investment, Merger, SEC Filing, Form 8-K, Public Warrants, Private Placement Warrants, Concrete Partners Holding, RMIX, Oklahoma, Arkansas, Sunbelt, Construction, Ready-mix concrete