8-K/A: Haymaker SPAC to Merge with Suncrete in $82.5M PIPE Deal

Sentiment:

Business Combination Agreement Amendment 14 October 2025 4:45 PM

📋All filings for Haymaker Acquisition CORP 4

Haymaker Acquisition Corp. 4 (HYAC) announced an amendment to its Business Combination Agreement to merge with Suncrete, Inc., involving a multi-step transaction and an $82.5 million PIPE investment.

Capital raisePubCo agreed to issue and sell approximately $82.5 million in shares of PubCo Class A Common Stock and/or Pre-Funded Common Stock Purchase Warrants to PIPE Investors in a private placement.The PIPE Investment is structured to close immediately prior to the Acquisition Merger.PubCo is obligated to use reasonable best efforts to enforce its rights under the Subscription Agreements to ensure PIPE Investors pay the purchase price.In case of a PIPE Financing Shortfall (if the aggregate PIPE Investment is less than $82.5 million), PubCo must use reasonable best efforts to procure new investors to cover the shortfall.

Summary

Haymaker Acquisition Corp. 4 (SPAC) and Suncrete, Inc. (Company) entered into a Business Combination Agreement on October 9, 2025, which was amended by this 8-K/A filing.
The business combination will occur in three steps: Domestication of SPAC from Cayman Islands to Delaware, Initial Merger of Merger Sub I into SPAC (SPAC surviving as a wholly-owned subsidiary of PubCo), and Acquisition Merger of Merger Sub II into Suncrete (Suncrete surviving as a wholly-owned subsidiary of PubCo).
PubCo (New Suncrete) will issue and sell approximately $82.5 million in shares of PubCo Class A Common Stock and/or Pre-Funded Common Stock Purchase Warrants to PIPE Investors in a private placement immediately prior to the Acquisition Merger closing.
Existing SPAC Class A Ordinary Shares will convert to PubCo Class A Common Stock, and SPAC Class B Ordinary Shares (Founder Shares) will convert to PubCo Class B Common Stock.
Suncrete's Common Units and Preferred Units will convert into PubCo Class B Common Stock and PubCo Class A Common Stock based on exchange ratios.
Suncrete's Senior Preferred Units will be converted into a cash payment equal to their Unreturned Senior Preferred Contribution.
Company Incentive Units will convert into restricted shares of PubCo Class A Common Stock (Rollover Equity Awards) subject to existing vesting terms.
A minimum cash condition of $150,000,000 is required at the Acquisition Closing, comprising funds from SPAC's trust account (after redemptions), PIPE Investment funds, and other available SPAC funds.
The transaction is subject to approval by SPAC's shareholders for the Required SPAC Proposals and the effectiveness of a Form S-4 registration statement.
PubCo Class A Common Stock and Assumed SPAC Warrants are expected to be listed on the New York Stock Exchange (NYSE).

Sentiment

Score: 7

Explanation: The filing outlines a definitive business combination agreement with a substantial PIPE investment and strong internal support, indicating a clear path forward for the merger. While standard risks associated with SPAC transactions are present, the detailed planning and commitment from key parties suggest a positive outlook for the proposed transaction's completion and the combined entity's future.

Positives

Secured an $82.5 million PIPE Investment from accredited investors and qualified institutional buyers, demonstrating investor confidence in the combined entity.
The transaction includes a clear path to public listing on the NYSE for PubCo Class A Common Stock and Assumed SPAC Warrants, providing liquidity.
Management and key equityholders of both SPAC and Suncrete have entered into support agreements, indicating strong internal alignment for the business combination.
The Sponsor has waived anti-dilution rights, which is generally favorable for public shareholders by preventing excessive dilution.
The establishment of an Omnibus Incentive Plan and an Employee Stock Purchase Plan (ESPP) for PubCo suggests a commitment to employee incentives and retention post-merger.

Negatives

The transaction is subject to a minimum cash condition of $150 million, which could be impacted by high shareholder redemptions from the SPAC trust account.
The complexity of the multi-step merger process (Domestication, Initial Merger, Acquisition Merger) introduces execution risk.
The filing highlights various risks, including the possibility that the business combination and PIPE investment may not be completed in a timely manner or at all.
The Sponsor will forfeit up to 333,333 shares of PubCo Class A Common Stock, which, while a positive for other shareholders, indicates a cost borne by the Sponsor.

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 and the Business Combination, including the approval of Haymaker's shareholders.
Failure to realize the anticipated benefits of the Business Combination.
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, reduce the liquidity of the trading market, and/or affect the quotation, listing, or trading of the Class A ordinary shares of Haymaker or the shares of PubCo Class A Common Stock.
Failure of PubCo to obtain or maintain the listing of its securities on any stock exchange on which the PubCo 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 the success of any future acquisitions.
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.
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.
Additional risks discussed in documents of PubCo, Haymaker or Suncrete filed, or to be filed, with the SEC.

Future Outlook

The combined entity, PubCo (New Suncrete), anticipates a public listing on the NYSE. The business combination is expected to enable Suncrete's growth and acquisition strategy, with management focused on value creation and market expansion. The outlook is contingent on successful completion of the merger, satisfaction of closing conditions, and effective integration and execution of the business plan post-merger.

Management Comments

The SPAC Board unanimously resolved that the Business Combination Agreement and the Transactions are in the best interests of SPAC.
The Company Board unanimously determined that the Business Combination Agreement and the Transactions are fair to, and in the best interests of, the Company and its members.

Industry Context

This filing represents a typical de-SPAC transaction, where a Special Purpose Acquisition Company (SPAC) merges with a private operating company to take it public. The $82.5 million PIPE investment is a common feature in such transactions, providing additional capital and validating the valuation. The focus on a multi-step merger process and subsequent NYSE listing aligns with current trends for private companies seeking public market access through SPACs, particularly in industries like concrete or construction materials (implied by 'Suncrete' and 'Concrete Partners Holding'). The emphasis on corporate governance, lock-up agreements, and registration rights reflects standard practices to ensure stability and investor confidence post-merger.

Comparison to Industry Standards

The PIPE investment size of $82.5 million is within the typical range for de-SPAC transactions, often used to meet minimum cash conditions and provide growth capital.
The lock-up periods for existing equityholders (one year with partial releases at six and nine months) are standard for SPAC mergers, aiming to stabilize the stock price post-listing.
The requirement for NYSE listing is a common goal for de-SPAC entities, providing access to broader capital markets and enhanced liquidity compared to smaller exchanges.
The waiver of anti-dilution rights by the Sponsor is a positive governance practice, aligning Sponsor interests more closely with public shareholders, a trend seen in more recent SPAC deals to address past criticisms.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Directors and Officers of Surviving Corporation	SPAC's current directors and officers	Individuals designated by the Company prior to the Closing Date	Initial Merger Effective Time	Transition to the new corporate structure post-merger.
Directors and Officers of Surviving Subsidiary Company	Merger Sub II's current managers and officers	Individuals designated by the Company prior to the Closing Date	Acquisition Merger Effective Time	Transition to the new corporate structure post-merger.
Directors and Officers of SPAC	Specified directors and officers of SPAC	NA	Closing Date	Resignation as part of the business combination, as specified on Schedule II.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Organizational Documents Amendment	PubCo will adopt an Amended and Restated PubCo Charter and Amended and Restated PubCo Bylaws, which will contain provisions no less favorable for indemnification, exculpation, and expense reimbursement than current Company Organizational Documents.	Initial Merger Effective Time	Establishes the governance framework for the combined public entity, ensuring continuity of certain protections for directors and officers.
Registration Rights Agreement	PubCo and certain members of Suncrete will enter into a Registration Rights Agreement, and PubCo, SPAC, and the Sponsor will enter into an Assignment, Assumption, and Amendment Agreement regarding existing registration rights.	Acquisition Closing / Initial Closing	Provides certain equityholders with rights to register their shares for resale, facilitating liquidity, and modifies existing SPAC registration rights.
Incentive Equity Plan & ESPP Adoption	PubCo will adopt an Omnibus Incentive Plan and an Employee Stock Purchase Plan (ESPP), subject to SPAC shareholder approval.	Acquisition Closing	Establishes equity-based compensation programs to attract, retain, and incentivize employees and directors of the combined company.
Board Composition	PubCo's board of directors will be comprised of up to eight directors, including Suncrete's CEO, at least two SPAC-designated independent directors, and up to four additional Company-designated directors.	Acquisition Merger Effective Time	Defines the leadership structure of the combined public company, ensuring representation from both original entities and independent oversight.

Legal Proceedings

The filing mentions the risk of potential legal proceedings that may be instituted against PubCo, Suncrete, Haymaker, or others following the announcement of the Business Combination.
SPAC and the Company commit to notify each other of any Actions related to the agreement and cooperate in defense, with SPAC requiring Company consent for settlement of SPAC-related actions.

Related Party Transactions

Sponsor Support Agreement: The Sponsor and certain SPAC officers/directors agreed to vote in favor of the merger, waive anti-dilution rights, and adhere to transfer restrictions on their PubCo Class A Common Stock for one year post-closing (with partial releases).
Sponsor Notes: SPAC's unsecured promissory notes to the Sponsor (up to $1,500,000 from June 10, 2024, and up to $4,500,000 from July 15, 2025, plus any additional notes) will be cancelled and terminated at Acquisition Merger Effective Time, subject to repayment from Trust Account proceeds or other available cash.
Dothan Independent Subscription Agreement: Dothan Independent (an affiliate of Suncrete) contributed $500,000 to the Sponsor in exchange for an indirect interest in 2,800,000 SPAC Founder Shares and 398,800 SPAC Cayman Warrants.
Dothan Management Agreement Amendment: PubCo will assume Suncrete's obligations under the Management and Consulting Agreement with Dothan Concrete Investments Management, LLC (Dothan Management) and make a cash payment at closing.
Dothan Independent Closing Shares: PubCo will issue 2,500,000 shares of PubCo Class B Common Stock to Dothan Independent at Acquisition Closing, subject to certain waivers and approvals.

Stakeholder Impact

Shareholders of Haymaker (SPAC) will vote on the business combination and will have redemption rights for their Class A Ordinary Shares, impacting their investment choices.
Equityholders of Suncrete will convert their units into PubCo Class A and Class B Common Stock, becoming shareholders of the publicly traded entity.
PIPE Investors will acquire PubCo Class A Common Stock and/or Pre-Funded Warrants, providing capital to the combined company and becoming new shareholders.
Employees of Suncrete will receive Rollover Equity Awards (restricted PubCo Class A Common Stock) and will be covered by new incentive plans, potentially impacting their compensation and retention.
Directors and officers of both SPAC and Suncrete will see changes in their roles and indemnification protections, with new board composition for PubCo.
Creditors related to Sponsor Notes will have their obligations satisfied at closing, while other creditors will transition to the combined entity.

Next Steps

SPAC and Suncrete to jointly prepare and file a Form S-4 registration statement with the SEC, including a proxy statement for SPAC's shareholder meeting.
SPAC to hold a shareholder meeting to vote on the Business Combination Agreement, Domestication, PubCo Organizational Documents, issuance of PubCo Common Stock, Omnibus Incentive Plan, ESPP, and other related proposals.
Suncrete to obtain the Requisite Company Approval via written consent from its members.
PubCo to file an effective registration statement on Form S-8 for the Omnibus Incentive Plan and ESPP shares post-closing.
SPAC and Suncrete to use commercially reasonable efforts to redeem or repurchase SPAC Warrants (excluding Sponsor-held warrants) prior to or concurrently with the Closing Date.
Suncrete to consummate the 'Project Thunder Transaction' as a condition to SPAC's obligations.
PubCo, Suncrete, and Dothan Management to enter into an amendment to the Dothan Management Agreement, with PubCo assuming Suncrete's obligations.

Key Dates

Date	Description
2023-07-25	Date of SPAC's initial public offering prospectus and original Warrant Agreement.
2023-07-25	Date of original letter agreement among SPAC, Sponsor, and Sponsor Related Parties, superseded by Sponsor Support Agreement.
2024-06-10	Date of unsecured Promissory Note issued by SPAC in favor of Sponsor for up to $1,500,000.
2024-07-29	Date of Amended and Restated Limited Liability Company Agreement of Suncrete.
2024-07-29	Date of Management and Consulting Agreement between Suncrete and Dothan Management.
2024-11-06	Date of Confidentiality Agreement between SPAC and Suncrete.
2024-12-31	Date of audited consolidated balance sheet of Suncrete and Company Subsidiaries.
2025-06-30	Date of unaudited consolidated balance sheet of Suncrete and Company Subsidiaries.
2025-07-15	Date of unsecured Promissory Note issued by SPAC in favor of Sponsor for up to $4,500,000.
2025-07-24	Amendment date for SPAC Articles of Association.
2025-07-28	Original deadline for SPAC to consummate its initial business combination, extended by SPAC Extension Vote.
2025-09-08	Date Dothan Independent and Sponsor entered into a Subscription Agreement for Dothan Founder Shares.
2025-09-10	Date of Dothan Independent Subscription Agreement (as amended).
2025-09-30	Date for employee and non-employee service provider lists.
2025-10-09	Date of the Business Combination Agreement between Haymaker, Suncrete, and other parties.
2025-10-09	Date of Company Equityholder Support Agreement and Sponsor Support Agreement.
2025-10-09	Date of PIPE Subscription Agreements.
2025-10-10	Date of original Form 8-K filing by Haymaker Acquisition Corp. 4.
2025-10-14	Date of this Current Report on Form 8-K/A.
2025-10-20	Deadline for Company to deliver PCAOB Financial Statements to SPAC.
2025-11-15	Deadline for Company to modify Company Disclosure Schedule sections 3.01(b)(i) and 3.01(b)(ii) regarding PubCo Class B Common Stock issuance.
2026-06-09	Outside Date for the Acquisition Merger Effective Time, subject to extension.
2026-07-28	Latest possible Outside Date for the Acquisition Merger Effective Time after extensions.

Recommendation

hold

The filing details a definitive business combination agreement, which is a significant step towards Suncrete becoming a public company. The $82.5 million PIPE investment and strong support agreements are positive indicators. However, the transaction is still subject to shareholder approval, regulatory clearances, and a minimum cash condition, introducing execution risks. The potential for shareholder redemptions could also impact the final capital structure and liquidity. Given these factors, a 'hold' recommendation is appropriate for existing shareholders, awaiting further clarity on redemptions and successful closing, while new investors should conduct thorough due diligence on Suncrete's fundamentals and the combined entity's prospects.

Keywords

SPAC, Business Combination, Merger, Suncrete, Haymaker Acquisition Corp. 4, PIPE Investment, De-SPAC, Public Listing, NYSE, Corporate Governance, Financial Reporting, Equity Financing, Risk Management

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