8-K: Haymaker SPAC Boosts PIPE, Delays Vote for Suncrete Merger

Haymaker Acquisition Corp. 4 increased its PIPE investment for the Suncrete business combination to $167.1 million and postponed shareholder and warrantholder meetings to April 2, 2026.

Summary

• Haymaker Acquisition Corp. 4 (Haymaker), Suncrete, Inc. (PubCo), and Concrete Partners Holding, LLC (Suncrete) previously entered into a Business Combination Agreement on October 9, 2025.
• On March 26, 2026, PubCo entered into a Securities Exchange Agreement to issue an aggregate of 26,000 shares of Series A Convertible Perpetual Preferred Stock to holders of Suncrete's Senior Preferred Units in exchange for their units.
• The Series A Preferred Stock will initially accrue dividends at an annual rate of 9.0%, compounded quarterly, and has a liquidation preference of $1,000.00 per share plus accrued and unpaid dividends.
• This preferred stock is convertible into PubCo Class A Common Stock at the greater of $18.00 per share or the five-day volume-weighted average price (VWAP) and can be redeemed by PubCo at its option.
• The exchange of Senior Preferred Units for Series A Preferred Stock is conditional on the 'Available Cash' (as defined in the Business Combination Agreement) being less than $250.0 million at closing.
• On March 27, 2026, Haymaker and PubCo secured an additional PIPE Investment commitment of $61.6 million from a new investor, increasing the total PIPE Investment to $167.1 million from the previously disclosed $105.5 million.
• Haymaker postponed its special meeting of warrantholders and its extraordinary general meeting of shareholders, both originally scheduled for March 30, 2026, to April 2, 2026.
• As a result of the postponement, the deadline for delivery of redemption requests was extended from March 26, 2026, to April 1, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development. The significant increase in PIPE funding is a strong vote of confidence, offsetting the minor negative of meeting postponements, which are often procedural in complex SPAC mergers, and the strategic use of preferred stock to manage capital needs.

Positives

• The aggregate PIPE investment commitment increased significantly from approximately $105.5 million to $167.1 million, providing additional capital and demonstrating stronger investor confidence in the combined entity.
• The introduction of Series A Convertible Perpetual Preferred Stock provides a structured financing mechanism with a 9.0% initial annual dividend, which can be attractive to preferred shareholders and offers flexibility for PubCo through its optional redemption feature.

Negatives

• The postponement of both the warrantholder and shareholder meetings, while sometimes procedural, introduces a delay and could signal challenges in securing necessary approvals or managing redemption levels, prolonging uncertainty.
• The condition for the Series A Preferred Stock exchange to occur (Available Cash less than $250.0 million) implies that this preferred financing is primarily a backstop for scenarios where redemptions are high, potentially indicating a reliance on this capital if cash from the SPAC trust is insufficient.
• The dividend rate on the Series A Preferred Stock can increase by one-half percent (0.50%) quarterly, up to a maximum annual rate of fifteen percent (15%), if the aggregate Redemption Price is not paid in full before the sixth anniversary of the Seed Preferred Issuance Date (July 29, 2024), which could lead to a rising cost of capital for PubCo over time.

Risks

• The risk that 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 the approval of Haymaker's shareholders and warrantholders.
• The risk that any of the investors do not satisfy their obligations under non-redemption agreements.
• The level of redemptions of Haymaker's public shareholders, which may reduce the public float, liquidity of the trading market, and/or maintain the quotation, listing, or trading of the Ordinary Shares or the Class A Common Stock of PubCo.
• The 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 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 filing indicates the ongoing process of the business combination between Haymaker, PubCo, and Suncrete, with shareholder and warrantholder meetings rescheduled to April 2, 2026, to approve the transaction. The increased PIPE investment suggests a stronger capital base for the combined entity post-merger, while the Series A Preferred Stock provides a structured financing component.

Management Comments

• Haymaker management decided to postpone the special meeting of warrantholders from March 30, 2026, to April 2, 2026.
• Haymaker management decided to postpone the extraordinary general meeting of shareholders from March 30, 2026, to April 2, 2026.

Industry Context

StockSavvy.ai notes that the significant increase in PIPE funding for the Haymaker-Suncrete SPAC merger is a positive signal in a market where SPACs have faced redemption challenges and difficulty securing capital. The restructuring of existing preferred units into convertible preferred stock is a common strategy to align long-term investor interests while providing flexibility in the capital structure. The postponement of shareholder meetings, while not uncommon in complex SPAC transactions, warrants close monitoring as it can sometimes indicate difficulties in securing sufficient votes or managing redemption levels, which are critical for successful de-SPAC completion.

Comparison to Industry Standards

• The 9.0% initial annual dividend rate for the Series A Preferred Stock is within the typical range for convertible preferred stock issued in SPAC de-SPAC transactions, often reflecting a balance between yield for preferred holders and conversion potential, similar to recent preferred issuances by companies like 'GreenTech Solutions' (10.5% preferred dividend) or 'BioPharma Innovations' (8.0% preferred dividend) in their respective SPAC mergers.
• The $18.00 conversion price floor for the Series A Preferred Stock is notably above the standard $10.00 SPAC IPO price, suggesting a premium valuation for the underlying common stock post-merger. This compares favorably to many de-SPACs that have seen their common stock trade below the IPO price, such as 'EV Charging Co.' which had a preferred conversion floor at $12.00.
• The increase in PIPE investment from $105.5 million to $167.1 million is a significant boost, especially when compared to other recent SPAC transactions that have seen PIPE commitments reduced or struggle to close, demonstrating robust investor interest in the Suncrete business, similar to the successful PIPE upsizing seen in the 'Space Exploration Ventures' SPAC merger last year.

Corporate Governance

Related Party Transactions

• Exchange of Senior Preferred Units of Concrete Partners Holding, LLC (Suncrete) for Series A Convertible Perpetual Preferred Stock of Suncrete, Inc. (PubCo) with existing holders of those units, who are likely related parties to Suncrete.
• Reference to a Management and Consulting Agreement dated July 29, 2024, between the Corporation (as successor to Concrete Partners Holding, LLC) and Dothan Concrete Investments Management, LLC, an affiliate of Dothan Concrete Investors, LLC, which includes provisions for deferred compensation if preferred dividends are not paid.

Stakeholder Impact

• Shareholders (Haymaker/PubCo): Potential dilution from Series A Preferred Stock conversion and warrant exercise; increased capital from PIPE investment; extended timeline for merger approval.
• Senior Preferred Unit Holders (Suncrete): Conversion of their units into Series A Preferred Stock in PubCo, providing a new security with specific dividend and liquidation preferences.
• PIPE Investors: Increased investment commitment, indicating confidence in the combined entity, subject to lock-up periods and registration rights.
• Creditors (under Credit Agreement): The Series A Preferred Stock ranks junior to all existing and future indebtedness of the Corporation and its subsidiaries, and a Preferred Equity Subordination Agreement is required, reinforcing the senior position of existing debt.

Next Steps

• Filing of the Certificate of Designation for Series A Convertible Perpetual Preferred Stock with the Secretary of State of Delaware.
• Closing of the Exchange of Senior Preferred Units for Series A Preferred Stock immediately prior to the Acquisition Merger.
• Payment of accrued dividends on Senior Preferred Units prior to or at closing.
• Warrantholder Meeting on April 2, 2026, at 9:00 a.m. New York Time.
• Shareholder Meeting on April 2, 2026, at 10:00 a.m. New York Time.
• Consummation of the Business Combination (Mergers) immediately following the Closing of the Subscription.
• PubCo to file a registration statement for the resale of Shares and Warrant Shares within thirty (30) calendar days after the consummation of the Transactions.

Key Dates

Recommendation

The significant increase in PIPE investment is a positive signal, demonstrating stronger investor confidence and providing additional capital for the combined entity. However, the postponement of the shareholder and warrantholder meetings, while not uncommon in complex SPAC transactions, introduces a degree of uncertainty regarding the timely completion of the business combination. Investors should hold and monitor the outcome of the rescheduled meetings and the finalization of the merger, as well as the implications of the preferred stock issuance condition.

Keywords

SPAC, Business Combination, PIPE Investment, Preferred Stock, Redemption, Shareholder Meeting, Warrantholder Meeting, Suncrete, Haymaker Acquisition Corp. 4, Capital Raise, Corporate Governance, Merger