8-K: Suncrete Completes Business Combination with Haymaker Acquisition Corp. 4

Sentiment:

Current Report on Form 8-K


Suncrete, Inc. (formerly Haymaker Acquisition Corp. 4) announced the completion of its business combination with Concrete Partners Holding, LLC, effective April 8, 2026.

Capital raiseThe filing mentions the PIPE Subscription Agreements with certain institutional investors, pursuant to which an aggregate of 11,216,667 shares of Company Class A Common Stock and pre-funded warrants to purchase 2,525,094 shares of Company Class A Common Stock were issued and sold in a private placement immediately prior to the Acquisition Merger Effective Time.Additionally, at the Acquisition Merger Effective Time, the Company issued and sold an aggregate of 6,162,009 shares of Company Class A Common Stock to certain PIPE Investors.The aggregate total subscription amount of the PIPE Investment was $167.1 million.

Summary

  • Suncrete, Inc. (formerly Haymaker Acquisition Corp. 4) has completed its business combination with Concrete Partners Holding, LLC (Suncrete), effective April 8, 2026.
  • The business combination involved a series of transactions including domestication, mergers, and the issuance of new shares.
  • Haymaker Acquisition Corp. 4 redeemed its public warrants for $2.25 cash and 0.075 Haymaker Class A Ordinary Shares per warrant.
  • Suncrete, Inc. issued shares of its Class A and Class B Common Stock to Suncrete members, and Series A Convertible Perpetual Preferred Stock to holders of Suncrete's Senior Preferred Units.
  • The company also secured amendments to its credit agreement to permit the business combination and added Suncrete and Haymaker as guarantors.
  • Eagle Redi-Mix Concrete, LLC, an indirect subsidiary of Suncrete, entered into an amendment to its equity and asset purchase agreement with SRM, Inc. DBA Schwarz Ready Mix, extending payment deadlines.
  • Suncrete, Inc. also entered into amendments to management and consulting agreements, including a $10 million diligence and integration fee payment.
  • The company's Class A Common Stock commenced trading on The Nasdaq Global Market under the symbol RMIX on April 9, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it confirms the completion of a significant business combination, which is a key milestone for the company's transition to public markets. While there are details about warrant redemptions, the core event is the successful combination.

Positives

  • Completion of the business combination with Suncrete, Inc. (formerly Haymaker Acquisition Corp. 4).
  • Suncrete, Inc. (formerly Haymaker Acquisition Corp. 4) has successfully completed its business combination with Concrete Partners Holding, LLC.
  • The company's Class A Common Stock began trading on The Nasdaq Global Market under the symbol RMIX on April 9, 2026.
  • Amendments to credit agreements were made to permit the business combination and add Suncrete and Haymaker as guarantors.
  • The company entered into a forward purchase agreement with Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP, and Harraden Circle Concentrated, LP for a prepaid share forward transaction.
  • Suncrete, Inc. adopted a Code of Business Conduct and Ethics applicable to its employees, officers, and directors.

Negatives

  • Haymaker redeemed all of its issued and outstanding public warrants in exchange for $2.25 in cash and 0.075 Haymaker Class A Ordinary Shares per warrant.
  • 12,628,150 SPAC Class A Ordinary Shares were redeemed for $11.57 per share, resulting in approximately $59 million remaining in the trust account after redemptions and payments.

Risks

  • The failure to realize the anticipated benefits of the Business Combination and any transactions contemplated thereby.
  • The outcome of any potential legal proceedings that may be instituted against the Company, Suncrete, Haymaker or others following announcement of the Business Combination.
  • The failure of the Company to maintain the listing of its securities on Nasdaq.
  • Costs related to the Business Combination and as a result of the Company becoming a public company.
  • Changes in business, market, financial, political and regulatory conditions.
  • The ability of the Company to grow and manage growth profitably.
  • Risks relating to the Company's anticipated operations and business, including the success of any future acquisitions.
  • The Company's ability to retain its management and key employees.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the completion of the business combination and related transactions. It incorporates by reference risk factors and business descriptions from previous filings.

Industry Context

StockSavvy.ai notes that this filing details the completion of a SPAC business combination, a common route for private companies to access public markets. The complexity of the transaction, involving multiple entities and agreements, is typical for such de-SPAC transactions.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Operating OfficerMark Jones2026-04-08Appointment

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Amended and Restated Certificate of IncorporationIncreased authorized capital stock to 510,000,000 shares, divided into 400,000,000 shares of Class A Common Stock, 100,000,000 shares of Class B Common Stock, and 10,000,000 shares of Preferred Stock. Modified director removal provisions.2026-04-08Establishes the new capital structure and governance framework for the combined entity.
Amended and Restated By-LawsUpdated by-laws to align with the new corporate structure and governance provisions.2026-04-08Governs the internal operations and management of the company.
Code of Business Conduct and EthicsAdopted a Code of Business Conduct and Ethics applicable to employees, officers, and directors.2026-04-08Sets ethical standards and guidelines for conduct within the company.
Indemnification AgreementsEntered into indemnification agreements with directors and executive officers.2026-04-08Provides indemnification to directors and officers for claims arising in their capacity.

Legal Proceedings

  • Reference is made to disclosures regarding legal proceedings in the Proxy Statement/Prospectus in the section titled Information About Suncrete - Legal Proceedings on page 244, which is incorporated herein by reference.

Related Party Transactions

  • Reference is made to disclosures regarding certain relationships and related person transactions of Haymaker and Suncrete in the Proxy Statement/Prospectus in the section titled Certain Relationships and Related Person Transactions, beginning on page 296, which is incorporated herein by reference.
  • The Board has adopted a written policy for the review, approval and ratification of transactions with related parties, covering transactions with executive officers, directors, director nominees, 5% or greater security holders or their family members, where the amount exceeds $120,000 in aggregate in any fiscal year.

Stakeholder Impact

  • Shareholders of Haymaker Acquisition Corp. 4 approved the business combination.
  • Public warrant holders had their warrants redeemed.
  • Senior Preferred Unit holders exchanged their units for Series A Preferred Stock.
  • PIPE Investors subscribed for shares and pre-funded warrants.
  • The business combination will impact the management and employees of both former Haymaker and Suncrete entities.

Next Steps

  • Suncrete, Inc. (formerly Haymaker Acquisition Corp. 4) will now operate as a publicly traded company on Nasdaq under the ticker RMIX.
  • The company will continue its business operations in ready-mix concrete production and distribution.
  • Future actions may include integrating the acquired Schwarz Entities and executing on strategic growth plans.

Key Dates

DateDescription
2025-10-09Date of Business Combination Agreement
2026-03-25Date of Consent and Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement
2026-03-27Date of First Amendment to Equity and Asset Purchase and Contribution Agreement
2026-04-02Date of Shareholder Meeting approving Business Combination
2026-04-06Date of Forward Purchase Agreement
2026-04-07Date of Limited Consent and Third Amendment to Credit Agreement
2026-04-08Closing Date of Business Combination, Domestication Effective Time, Initial Merger Effective Time, Acquisition Merger Effective Time, Warrant Redemption, Exchange of Senior Preferred Units, and appointment of Mark Jones as COO
2026-04-09Company Class A Common Stock commenced trading on The Nasdaq Global Market

Recommendation

hold

The filing confirms the completion of a SPAC business combination, which was anticipated. While the company is now public, the filing itself does not provide new financial performance data or significant strategic shifts that would warrant a buy or sell recommendation. The details are primarily procedural and structural, confirming the expected outcome of the SPAC transaction. Investors should refer to future financial reports for performance analysis.

Keywords

Suncrete, Haymaker Acquisition Corp. 4, Business Combination, SEC Filing, Form 8-K, Merger, Equity, Warrants

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