Suncrete and Haymaker Acquisition Corp. 4 Announce Entering Into Non-Redemption Agreements with Certain Institutional Investors

Rhea-AI Summary

Suncrete and Haymaker Acquisition Corp. 4 (NYSE: HYAC) entered into Non-Redemption Agreements with certain institutional investors on March 25, 2026.

Investors agreed to acquire an aggregate of 4.4 million Class A public shares, waive redemption rights, and abstain from voting those shares through closing. Suncrete will pay sellers the difference between the actual redemption price and the sale price. After fees, Haymaker expects to receive approximately $10.75 per non-redeemed Public Share. Assuming the investors purchase all agreed shares and a previously announced PIPE of $105.5M closes, the parties anticipate satisfying the Minimum Cash Condition. The business combination is expected to close in April 2026, after which the combined company will be named Suncrete, Inc. and is expected to trade on Nasdaq as RMIX.

Positive

• Institutional investors committed to acquire 4.4 million Public Shares
• Haymaker expected to receive ~$10.75 per non-redeemed Public Share
• Previously announced PIPE of $105.5M expected to close
• Business combination expected to close in April 2026 and list as RMIX

Negative

• Investors will abstain from voting the acquired Public Shares through closing
• Suncrete to pay sellers the redemption shortfall and aggregate fees, reducing cash

News Market Reaction – HYAC

-1.03%

1 alert

-1.03% Session close to close

$327.49M Market Cap

1.15K Volume

In the Mar 26 session, HYAC declined 1.03%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details Non-Redemption Agreements under which investors plan to acquire about 4.4 ...

Analysis

This announcement details Non-Redemption Agreements under which investors plan to acquire about 4.4 million Class A shares, waive redemptions, and hold through closing, leaving Haymaker with roughly $10.75 per non-redeemed share. Combined with the previously upsized $105.5M PIPE, the parties expect to satisfy the Minimum Cash Condition for the Suncrete business combination. Investors tracking this de‑SPAC will likely focus on closing timing and execution of these financing commitments.

Key Figures

Non-redemption shares: 4.4 million shares Net proceeds per share: $10.75 per share PIPE investment: $105.5M +5 more

8 metrics

Non-redemption shares 4.4 million shares Aggregate Class A ordinary shares targeted in Non-Redemption Agreements

Net proceeds per share $10.75 per share Expected net proceeds per non-redeemed Public Share from agreements

PIPE investment $105.5M Previously announced PIPE investment expected at business combination closing

Non-redemption shares (SEC) 4,442,085 shares Class A ordinary shares covered by March 24, 2026 Non-Redemption Agreements

Warrant exchange cash $2.25 Cash per public warrant in proposed exchange before closing

Warrant exchange shares 0.075 shares Class A ordinary shares per public warrant in proposed exchange

Warrant deal value $25.9 million Aggregate value tied to consenting public-warrant holders

Illustrative redemption amount $11.46 per share Proxy example redemption amount for public shareholders’ Class A shares

Previous Acquisition Reports

2 past events · Latest: Oct 21 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Oct 21	Oklahoma acquisition	Positive	-0.1%	Completed Oklahoma ready-mix acquisition adding plants, trucks, and employees.
Oct 09	Listing combination announcement	Positive	+0.3%	Announced proposed NYSE listing via business combination with HYAC and PIPE funding.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Acquisition-related and combination news has historically produced small, mixed price moves around HYAC, with both modest upticks and slight declines.

Recent Company History

Over recent months, HYAC’s story has centered on its business combination with Suncrete and related M&A and financing steps. In October 2025, it announced the proposed listing combination and later completed an Oklahoma acquisition expanding ready-mix capacity and geography. Those events led to modest price reactions around the 0.1% range. Today’s non-redemption agreements and confirmation of the $105.5M PIPE continue the progression toward closing the Suncrete transaction and securing required cash levels.

Key Terms

non-redemption agreements, class a ordinary shares, initial public offering, redemption rights, +2 more

6 terms

non-redemption agreements financial

"announced that they have entered into non-redemption agreements ("Non-Redemption Agreements") with certain"

A non-redemption agreement is a contract in which a security holder agrees not to demand repayment, cashing out, or forced buyback of their shares or debt for a set period. Think of it like agreeing to leave money in a shared pot rather than asking for your portion back immediately; it preserves company cash flow and reduces near-term liabilities. Investors care because it affects a company’s short-term liquidity, the timing of potential payouts, and the predictability of future ownership or debt levels.

class a ordinary shares financial

"investors agreed to acquire an aggregate of 4.4 million Class A ordinary shares of Haymaker"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

initial public offering financial

"included as part of the units sold in Haymaker's initial public offering ("Public Shares")"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

redemption rights financial

"payable to public shareholders who exercise redemption rights with respect to their Public Shares"

Redemption rights are contractual provisions that allow a holder of a security—such as preferred shares, bonds, or certain fund units—to require the issuer to buy back the security under specified conditions, often at a set price or by a defined formula. For investors they act like a return policy that offers a forced exit or downside protection, affecting a security’s value, liquidity and the issuer’s cash planning.

pipe investment financial

"and that the previously announced PIPE investment is consummated for aggregate proceeds of $105.5M"

A pipe investment is a private sale of stock or convertible securities made directly to selected investors by a company that is already publicly traded, allowing the company to raise cash quickly without a full public offering. It matters to investors because it can dilute existing share value and change ownership stakes, but also signals that the company secured financing; like a homeowner taking a quick private loan to cover a repair, it can be a sign of needed funds or investor confidence.

business combination financial

"prior to the closing date of the Company's business combination with Haymaker ("Business Combination")"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DALLAS, March 25, 2026 /PRNewswire/ -- Concrete Partners Holding, LLC ("Suncrete" or the "Company"), a ready-mix concrete logistics and distribution platform strategically located in Oklahoma and Arkansas, and Haymaker Acquisition Corp. 4 (NYSE: HYAC) ("Haymaker"), a publicly traded special purpose acquisition company, today announced that they have entered into non-redemption agreements ("Non-Redemption Agreements") with certain institutional investors, pursuant to which, among other things, the investors agreed to acquire an aggregate of 4.4 million Class A ordinary shares of Haymaker initially included as part of the units sold in Haymaker's initial public offering ("Public Shares") from shareholders of Haymaker, either in the open market or through privately negotiated transactions, at a price no higher than the redemption price per share payable to public shareholders who exercise redemption rights with respect to their Public Shares, prior to the closing date of the Company's business combination with Haymaker ("Business Combination"), to waive their redemption rights and hold the Public Shares through the closing date of the Business Combination, and to abstain from voting and not vote the Public Shares in favor of or against the Business Combination.

Suncrete intends to pay to the shareholders that sell Public Shares in connection with the Non-Redemption Agreements an amount equal to the difference between the actual redemption price for the Public Shares and the price at which such sellers sell the Public Shares to the Investors. As a result of the Non-Redemption Agreements and after giving effect to the aggregate fees that Suncrete has agreed to pay the Investors, Haymaker is expected to receive net proceeds of approximately $10.75 per non-redeemed Public Share. Haymaker may enter into additional Non-Redemption agreements on similar terms. Assuming that the Investors acquire all of the Public Shares they have agreed to purchase and that the previously announced PIPE investment is consummated for aggregate proceeds of $105.5M, the parties anticipate that the Minimum Cash Condition will be satisfied upon consummation of the Business Combination.

The Company is expected to close its previously announced Business Combination with Haymaker in April 2026. Upon closing of the Business Combination, the combined company will be named Suncrete, Inc. ("PubCo") and is expected to trade on Nasdaq under the ticker symbol "RMIX."

Ned N. Fleming, III, Executive Chairman of Suncrete, commented, "Today's announcement underscores strong institutional investor confidence in Suncrete, our best-in-class management team, and our high-performance, scalable ready-mix concrete platform. We believe Suncrete's disciplined growth strategy focused on increasing market share, driving organic expansion, and entering new markets through accretive acquisitions, positions the company to deliver sustained, compounding shareholder value over the long term."

About Suncrete 
Suncrete is a pure-play ready-mix concrete company strategically positioned across Oklahoma and Arkansas with plans to expand throughout the rapidly growing and economically resilient U.S. Sunbelt region. Suncrete is a scalable and vertically integrated logistics and distribution platform operating as a mission-critical partner in the construction value chain. The Company operates batching plants, a dedicated fleet of owned mixer trucks and a tech-enabled dispatch infrastructure supporting a diversified customer base across public infrastructure, commercial and residential sectors. Headquartered in Tulsa, Oklahoma, Suncrete operates under a decentralized plant network strategy with regionally centralized oversight of pricing, customer relationships and fleet utilization with consistent customer engagement across markets to deliver products on time and on spec. 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. The Company is well-aligned to benefit from ongoing population growth, urbanization trends and infrastructure investment across the Sunbelt.

About SunTx Capital Partners  
SunTx Capital Partners, LP ("SunTx"), is a Dallas, TX-based private equity firm that invests in leading middle market infrastructure, manufacturing and service companies. The firm has been listed as a TOP 50 PE Firm in the Middle Market every year since 2021. SunTx specializes in supporting talented management teams in industries where SunTx can apply its operational experience and financial expertise to build leading middle-market companies with operations typically in the Sunbelt region of the United States. The capital committed by SunTx comes from the principals of SunTx as well as from institutional investors, including university endowments, corporate and public pension funds.

About Haymaker Acquisition Corp. 4 
Haymaker Acquisition Corp. 4 is a blank check company formed for the purpose of effecting a business combination, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Haymaker is led by Vice President Andrew Heyer and Chief Executive Officer and Chief Financial Officer Christopher Bradley.

Additional Information and Where To Find It 
In connection with the Business Combination, PubCo and Suncrete have filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form S-4, which includes a proxy statement with respect to Haymaker's shareholder meeting to vote on the Business Combination and a prospectus with respect to PubCo's securities to be issued in connection with the Business Combination (the "proxy statement/prospectus"), as well as other relevant documents concerning the Business Combination. The definitive proxy statement/prospectus included in the registration statement was mailed to the shareholders and warrantholders of Haymaker on February 13, 2026. INVESTORS AND SHAREHOLDERS OF HAYMAKER ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about PubCo, Haymaker and Suncrete, without charge, once available, at the SEC's website, http://www.sec.gov.

No Offer or Solicitation 
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination. This press release shall also not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

Participants in Solicitation 
Each of Haymaker, PubCo, and their respective directors, executive officers and certain other members of management and employees, may be deemed under SEC rules to be participants in the solicitation of proxies from Haymaker's shareholders in connection with the Business Combination. Information regarding the persons who may be considered participants in the solicitation of proxies in connection with the proposed Business Combination, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement/prospectus and other relevant materials when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements 
Certain statements herein and the documents incorporated herein by reference may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties.

Examples of forward-looking statements include, but are not limited to, statements with respect to the expectations, hopes, beliefs, intentions, plans, prospects, financial results of strategies regarding Haymaker, Suncrete, PubCo, the Business Combination and statements regarding the anticipated benefits and timing of the completion of the proposed Business Combination and PIPE investment, the Non-Redemption Agreements, warrant exchange, plans and use of proceeds, objectives of management for future operations of Suncrete, expected operating costs of Suncrete and its subsidiaries, the upside potential and opportunity for investors, Suncrete's plan for value creation and strategic advantages, market site and growth opportunities, Suncrete's acquisition strategy, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial condition and performance and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the PIPE investment and the level of redemptions of Haymaker's public shareholders, and PubCo's, Suncrete's and Haymaker's expectations, intentions, strategies, assumptions or beliefs about future events, results at operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally can be identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "potential," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, but are not limited to:

• the risk that the Business Combination and the PIPE investment may not be completed in a timely manner or at all;
• the failure by the parties to satisfy the conditions to the consummation of the PIPE investment, the warrant exchange and the Business Combination, including the approval of Haymaker's shareholders and warrantholders;
• the risk that any of the Investors does not satisfy its obligations under the Non-Redemption Agreements;
• the fact that Haymaker will retain sole discretion to effect the warrant amendment, including as a result of the level of redeeming stockholders;
• the 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 the Class A common stock of PubCo 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; and
• those risk factors discussed in documents of PubCo, Haymaker or Suncrete filed, or to be filed, with the SEC.

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section Haymaker's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and the registration statement on Form S-4 and proxy statement/prospectus filed by PubCo and Suncrete, and other documents filed or to be filed by PubCo, Haymaker and Suncrete from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that none of PubCo, Suncrete or Haymaker presently know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation, or intends, to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the parties or any of their representatives gives any assurance that PubCo, Suncrete or Haymaker will achieve its expectations.

Suncrete Investor Contact: 
Rick Black / Ken Dennard 
Dennard Lascar Investor Relations 
Suncrete@DennardLascar.com 
(713) 529-6600 

Haymaker Investor Contact: 
Christopher Bradley 
Cbradley@mistralequity.com 
(212)616-9600 

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SOURCE Suncrete

FAQ

What are the Non-Redemption Agreements between Suncrete and investors for HYAC?

They are commitments by institutional investors to buy 4.4 million Public Shares and waive redemption rights. According to the company, investors will hold shares through closing, abstain from voting, and may buy shares in open-market or private transactions.

How much cash per non-redeemed Public Share will Haymaker receive after the agreements?

Haymaker expects net proceeds of about $10.75 per non-redeemed Public Share after fees. According to the company, this figure reflects the agreed fees and the effect of the Non-Redemption Agreements.

What role does the $105.5M PIPE play in Suncrete and HYAC's business combination?

The PIPE of $105.5M is expected to provide additional cash to satisfy the Minimum Cash Condition. According to the company, assuming the PIPE closes and investors buy agreed shares, the cash threshold should be met at closing.

When will the Suncrete and Haymaker (HYAC) business combination close and what will the ticker be?

The parties expect the business combination to close in April 2026 and the combined company to trade as RMIX. According to the company, the new public entity will be named Suncrete, Inc.

Will the Non-Redemption Agreements affect shareholder voting on the HYAC business combination?

Yes. Investors agreed to abstain from voting the acquired Public Shares in favor of or against the transaction through closing. According to the company, those shares will not be voted on the Business Combination proposal.