8-K: Suncrete, Inc. Completes Business Combination, Begins Trading as RMIX

Suncrete, Inc. announced the successful completion of its business combination with Haymaker Acquisition Corp. 4, with the combined entity now trading on Nasdaq under the ticker RMIX.

Summary

• Suncrete, Inc. (the Company) has successfully completed its business combination with Haymaker Acquisition Corp. 4, a special purpose acquisition company.
• The combined company's Class A common stock and warrants commenced trading on The Nasdaq Global Market on April 9, 2026, under the ticker symbol RMIX.
• The business combination involved a series of mergers and a domestication, resulting in Suncrete operating as a wholly owned subsidiary of the newly formed Suncrete, Inc.
• The company also announced amendments to its credit agreement to permit the business combination and related transactions.
• Several material definitive agreements were entered into, including a warrant amendment, registration rights agreements, a forward purchase agreement, and amendments to credit agreements.
• The company also amended its management agreement, assuming the agreement and paying a $10 million diligence and integration fee.
• Suncrete, Inc. also appointed Mark Jones as Chief Operating Officer and approved the Suncrete, Inc. 2026 Omnibus Incentive Plan and Employee Stock Purchase Plan.
• The company has also entered into indemnification agreements with its directors and officers.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, marking a significant milestone with the completion of the business combination and public listing, but tempered by the going concern warning and the significant number of share redemptions.

Positives

• Successful completion of the business combination with Haymaker Acquisition Corp. 4.
• Commencement of trading on The Nasdaq Global Market under the ticker RMIX, providing public market access.
• Secured approximately $59 million remaining in the trust account after redemptions and payments.
• Issued 11,216,667 shares of Company Class A Common Stock and 2,525,094 Pre-Funded Warrants in a PIPE private placement.
• Issued 6,162,009 shares of Company Class A Common Stock in a subsequent PIPE private placement.
• Issued 26,000 shares of Series A Convertible Perpetual Preferred Stock in exchange for Senior Preferred Units.
• Appointed Mark Jones as Chief Operating Officer, bringing extensive industry experience.
• Adopted the Suncrete, Inc. 2026 Omnibus Incentive Plan and Employee Stock Purchase Plan to incentivize employees.

Negatives

• 12,628,150 SPAC Class A Ordinary Shares were redeemed by public shareholders, reducing the capital available from the trust account.
• The company has not paid any cash dividends to date and does not contemplate paying cash dividends for the foreseeable future.
• The company's financial statements as of December 31, 2025, indicate a substantial doubt about its ability to continue as a going concern due to liquidity conditions, with operations ceasing if the business combination is not completed by July 28, 2026.

Risks

• Failure to realize the anticipated benefits of the Business Combination.
• Outcome of potential legal proceedings against the Company, Suncrete, or Haymaker following the announcement.
• Failure to maintain the listing of its securities on Nasdaq.
• Costs related to the Business Combination and becoming a public company.
• Changes in business, market, financial, political, and regulatory conditions.
• Ability to grow and manage growth profitably.
• Risks relating to anticipated operations and business, including the success of any future acquisitions.
• Challenges in implementing the business plan due to lack of operating history, operational challenges, significant competition, and regulation.

Future Outlook

The company has completed its business combination and its Class A common stock now trades on Nasdaq under RMIX. No cash dividends are contemplated for the foreseeable future.

Industry Context

StockSavvy.ai notes that the completion of this business combination signifies a trend of SPACs merging with companies in the industrial and materials sector, aiming to bring operational businesses to the public markets. The successful listing on Nasdaq provides Suncrete with access to capital for future growth, potentially through further acquisitions or organic expansion, which is common in the fragmented ready-mix concrete industry.

Management Changes

Corporate Governance

Legal Proceedings

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

Related Party Transactions

• Dothan Management, an affiliate of Dothan Independent and SunTx Capital Management Corp., received a $10 million diligence and integration fee from the Company.
• The Company entered into an Amended and Restated Registration Rights Agreement with Haymaker Sponsor IV LLC.
• The Company entered into a Registration Rights Agreement with Dothan Independent GP, LP, Dothan Concrete Investors, LLC, and Eaglesnest Investments, LLC.
• The Company entered into a Securities Exchange Agreement with holders of Suncrete's Senior Preferred Units.
• The Company entered into a Forward Purchase Agreement with Harraden Circle Investors, LP and its affiliates.
• The Company entered into amendments to its Credit Agreement with Bank of America, N.A., involving the Company and Haymaker as guarantors.
• Eagle Redi-Mix Concrete, LLC (a subsidiary) entered into the First Amendment to the Equity and Asset Purchase and Contribution Agreement with SRM, Inc. DBA Schwarz Ready Mix.
• The Company entered into an amendment to its Management and Consulting Agreement with Dothan Concrete Investments Management, LLC.

Stakeholder Impact

• Shareholders of Haymaker Acquisition Corp. 4 now hold shares in Suncrete, Inc. (trading as RMIX).
• PIPE Investors and Senior Preferred Unit holders have exchanged capital for shares in the combined entity.
• The company's employees are now part of a publicly traded entity with new incentive plans (Omnibus Incentive Plan, ESPP).
• Creditors under the Credit Agreement have had their terms amended to accommodate the business combination.
• The company's transition to a public company may impact its operational focus and reporting requirements.

Next Steps

• Suncrete, Inc. will continue operations as a publicly traded company on Nasdaq under the ticker RMIX.
• The company will focus on integrating acquired businesses and executing its growth strategy.
• Management will continue to monitor liquidity and pursue strategies to address going concern uncertainties.
• The company will comply with ongoing SEC reporting requirements and Nasdaq listing rules.

Key Dates

Recommendation

The completion of the business combination and public listing is a positive step, but the significant going concern warning related to liquidity and the potential for operations to cease if the business combination is not completed by a specific date (July 28, 2026) introduces substantial risk. While the company has secured additional capital through PIPE financing, the substantial redemptions and the ongoing need for future funding or operational improvements to address liquidity concerns warrant a cautious approach. Investors should monitor the company's ability to execute its business plan and improve its financial position post-combination before considering a more aggressive stance.

Keywords

Suncrete Inc., Haymaker Acquisition Corp. 4, Business Combination, SPAC, RMIX, Nasdaq, Form 8-K, Merger