Haymaker (HYAC) warrantholders back $2.25 + 0.075‑share exchange for warrants

Rhea-AI Filing Summary

Haymaker Acquisition Corp. 4 entered into Investor Support Agreements on March 3, 2026 with holders of approximately 49.8% of its public warrants to amend those warrants so that, immediately prior to closing the previously disclosed business combination, each whole public warrant would be exchanged for $2.25 in cash and 0.075 Class A ordinary shares. The agreements represent an aggregate of approximately $25.9 million and 862,500 Ordinary Shares tied to the consenting public-warrant holders. The Sponsor separately agreed to vote the private placement warrants in favor of the amendment, producing support from warrantholders representing a majority of outstanding SPAC warrants. Haymaker retains sole discretion whether to effect the amendment after warrantholder approval. The exchange of public warrants is to rely on Section 3(a)(9) of the Securities Act.

Insights

Capital Markets Lawyer

Warrant amendment secures majority support and uses a Section 3(a)(9) resale exemption.

The Investor Support Agreements commit holders of ~49.8% of public warrants to exchange each whole warrant for $2.25 plus 0.075 ordinary shares immediately prior to closing. The Sponsor’s support agreement covers private placement warrants, together representing a majority.

The amendment’s legal pathway uses Section 3(a)(9) of the Securities Act. Haymaker retains unilateral discretion to effect the amendment after warrantholder approval; timing and final effect depend on the forthcoming warrantholder vote and any conditions in the proxy statement/prospectus.

Corporate Finance Analyst

The agreed exchange converts warrants into mixed cash and equity consideration, reducing potential warrant dilution.

The exchange terms—$2.25 cash plus 0.075 shares per whole public warrant—translate in the excerpt to about $25.9 million and 862,500 shares associated with consenting public-warrant holders. These amounts reflect only the consenting holders described in the agreements.

Actual dilution, cash outlay and final capital structure will be determined if and when Haymaker effects the approved amendment and as disclosed in the definitive proxy statement/prospectus and closing documents.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 3, 2026

HAYMAKER ACQUISITION CORP. 4

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-41757		87-2213850
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

324 Royal Palm Way, Suite 300-i

Palm Beach, FL 33480

(Address of Principal Executive Offices) (Zip Code)

(212) 616-9600

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant		HYACU		The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share		HYAC		The New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		HYAC WS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.02 Unregistered Sales of Equity Securities

As previously disclosed, on October 9, 2025, Haymaker Acquisition Corp. 4 (“Haymaker” or the “Company”), Suncrete, Inc. (“PubCo”), Concrete Partners Holding, LLC (“Suncrete”) and the other parties signatory thereto, entered into a Business Combination Agreement (the “Business Combination Agreement”) with respect to a business combination between Haymaker, PubCo and Suncrete (the “Business Combination”).

On March 3, 2026, Haymaker entered into Investor Support Agreements (each, an “Investor Support Agreement”) with holders of approximately 49.8% of Haymaker’s outstanding public warrants to purchase Class A Ordinary Shares (“Ordinary Shares”) of the Company (the “SPAC Public Warrants”), pursuant to which, among other things, such warrantholders agreed to vote all of the SPAC Public Warrants held by them in favor of any amendment to the terms of the SPAC Public Warrants solely to amend the terms of the SPAC Public Warrants together with any amendments required to give effect thereto such that all of the SPAC Public Warrants shall be exchanged for $2.25 in cash and 0.075 Ordinary Shares per whole SPAC Public Warrant immediately prior to the closing of the Business Combination (the “Warrant Amendment”), or an aggregate of approximately $25.9 million and 862,500 Ordinary Shares.

Also on March 3, 2026, Haymaker Sponsor IV, LLC (the “Sponsor”) entered into a support agreement (the “Sponsor Warrant Support Agreement”) pursuant to which, among other things, the Sponsor agreed to vote all of Haymaker’s private placement warrants (the “SPAC Private Placement Warrants” and together with the SPAC Public Warrants, the “SPAC Warrants”) in favor of the Warrant Amendment at the meeting of warrantholders to be held in connection with the Business Combination (the “Warrantholder Meeting”).

The approval of the Warrant Amendment requires the affirmative vote of a majority of the outstanding SPAC Warrants. Accordingly, with the Investor Support Agreements and the Sponsor Warrant Support Agreement, warrantholders representing a majority of the SPAC Warrants have agreed to vote in favor of the Warrant Amendment, and the Warrant Amendment is expected to be approved at the Warrantholder Meeting. Further, Haymaker will retain sole discretion as to whether or not to effect the Warrant Amendment once it is approved at the Warrantholder Meeting. 

The foregoing descriptions of the Investor Support Agreements and the Sponsor Warrant Support Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Investor Support Agreement and Sponsor Warrant Support Agreement, copies of which are included as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

The exchange of the SPAC Public Warrants will be made in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.01 Regulation FD Disclosure

The information set forth above in Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

On March 4, 2026, the Company and Suncrete jointly issued a press release announcing the entry into the Investor Support Agreements and the Sponsor Warrant Support Agreement. A copy of the press release is furnished herewith as Exhibit 99.3 and is incorporated by reference herein.

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 (the “Registration Statement”), 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 has been mailed to the shareholders and warrantholders of Haymaker as of the record date established for voting on the Business Combination. 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 can obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about PubCo, Haymaker and Suncrete, without charge, at the SEC’s website, http://www.sec.gov.

No Offer or Solicitation

This Current Report on Form 8-K (this “Report”) shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Report 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 proposed transactions 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

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 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 filed with the SEC. Information regarding the directors and executive officers of Haymaker is set forth in Part III, Item 10. Directors, Executive Officers and Corporate Governance of Haymaker’s Annual Report on Form 10-K for the year ended December 31, 2024. 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 or 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 SPAC Public 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 are 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 SPAC Public Warrant exchange and the Business Combination, including the approval of Haymaker’s shareholders and warrantholders;

· 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 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 on which PubCo’s 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;

· 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 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; 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 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Form of Investor Support Agreement.
99.2	Sponsor Warrant Support Agreement.
99.3	Press Release, dated March 4, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Haymaker Acquisition Corp. 4
March 4, 2026
	By:	/s/ Christopher Bradley
	Name:	Christopher Bradley
	Title:	Chief Executive Officer and Chief Financial Officer

FAQ

What did Haymaker (HYAC) agree with public warrantholders on March 3, 2026?

Haymaker secured support from holders of approximately 49.8% of public warrants to exchange each whole warrant for $2.25 cash plus 0.075 ordinary shares prior to closing. The Sponsor also agreed to vote its private warrants in favor, producing majority support.

How much cash and how many shares are tied to the consenting public warrants?

The consenting public-warrant holders agreed to an aggregate exchange equating to approximately $25.9 million in cash and 862,500 Ordinary Shares based on the terms disclosed in the March 3, 2026 agreements.

Will Haymaker automatically implement the warrant amendment after approval?

No. Haymaker will retain sole discretion whether to effect the warrant amendment even if approved by warrantholders representing a majority of outstanding SPAC warrants; implementation depends on Haymaker’s decision after the Warrantholder Meeting.

Under what legal authority will the public-warrant exchange be completed?

The exchange of the SPAC public warrants will be made in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act, as stated in the March 3–4, 2026 disclosures.