[8-K] Haymaker Acquisition Corp. 4 Reports Material Event

Rhea-AI Filing Summary

Haymaker Acquisition Corp. 4 updated investors on its planned merger with Suncrete and related financing. In addition to the previously announced approximately $82.5 million PIPE financing for PubCo equity and pre-funded warrants, the company and PubCo secured an additional $23 million in PIPE commitments on January 30, 2026. These securities will be issued in private placements relying on Section 4(a)(2) and Regulation D, rather than public registration.

The filing also notes that on February 1, 2026, Steven J. Heyer was removed as President and as a director, with the company stating his departure was not due to any disagreement over operations, policies, or practices. Haymaker highlights that PubCo and Suncrete have filed a Form S-4 registration statement containing the proxy statement/prospectus for shareholders to vote on the business combination, and urges investors to review these SEC materials carefully.

Insights

SPAC and capital markets analyst

Haymaker adds PIPE capital and changes leadership while advancing its Suncrete merger.

Haymaker Acquisition Corp. 4 reports two key developments around its planned merger with Suncrete. First, the SPAC and PubCo obtained an additional $23 million of PIPE commitments, supplementing the earlier approximately $82.5 million agreed on October 9, 2025. All are structured as private placements of PubCo Class A stock and, in some cases, pre-funded warrants relying on Section 4(a)(2) and Regulation D exemptions.

The filing also discloses that Steven J. Heyer was removed as President and director on February 1, 2026, with the company stating there was no disagreement on operations, policies, or practices. The potential impact of this change depends on how responsibilities are reassigned and how governance evolves as the transaction progresses.

The registration statement on Form S-4, including the proxy statement/prospectus, remains central for understanding the proposed business combination, PIPE structure and associated risks. Subsequent SEC filings in this process will clarify closing conditions, redemption levels and any further changes to management or financing terms.

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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): January 30, 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”), and 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”). Also on October 9, 2025, in connection with the execution of the Business Combination Agreement, Haymaker and PubCo entered into subscription agreements with certain accredited investors and qualified institutional buyers (collectively, the “PIPE Investors”) for an aggregate commitment amount of approximately $82.5 million in shares of PubCo Class A Common Stock and, in certain circumstances, Pre-Funded Common Stock Purchase Warrants to purchase PubCo Class A Common Stock (the “PIPE Investment”).

On January 30, 2026, the Company and PubCo entered into subscription agreements with certain additional investors for an additional commitment amount of $23 million. The foregoing description of the PIPE investment and the PIPE subscription agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of PIPE subscription agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

The securities issuable in connection with the PIPE Investment will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 1, 2026, Steven J. Heyer, who served as President and as a member of the Board of Directors (the “Board”) of the Company since March 2023, was removed from his position as President and a member of the Board with immediate effect. Mr. Heyer’s departure was not related to any disagreement with the Company on any matter related to the Company's operations, policies or practices.

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. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus included in the Registration Statement will be mailed to the shareholders of Haymaker as of the record date to be 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 Exchange Act, 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, 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 and the Business Combination, including the approval of Haymaker’s shareholders;

· 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 Class A ordinary shares of Haymaker or the PubCo Class A Common Stock;

· the 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;

· 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
10.1	Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company with the SEC on October 14, 2025).
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
February 4, 2026
	By:	/s/ Christopher Bradley
	Name:	Christopher Bradley
	Title:	Chief Executive Officer and Chief Financial Officer

FAQ

What new financing did Haymaker Acquisition Corp. 4 (HYAC) announce for the Suncrete merger?

Haymaker and PubCo added a new PIPE commitment of about $23 million on January 30, 2026. This supplements the previously disclosed approximately $82.5 million PIPE, providing additional private financing for PubCo equity and, in some cases, pre-funded warrants tied to the business combination.

How large is the total PIPE financing associated with HYAC’s proposed business combination?

The filing states PubCo previously secured approximately $82.5 million of PIPE commitments and added another $23 million on January 30, 2026. Together, these private investments backstop the transaction with Suncrete through equity and certain pre-funded warrant subscriptions for PubCo securities.

Will the PIPE securities for Haymaker Acquisition Corp. 4 be registered with the SEC?

The securities issued in the PIPE will not be registered under the Securities Act. Instead, they rely on private placement exemptions, specifically Section 4(a)(2) and Regulation D, meaning they are sold to accredited investors or qualified institutional buyers rather than through a public offering.

What management change did HYAC disclose regarding President and director Steven J. Heyer?

On February 1, 2026, Steven J. Heyer was removed as President and as a member of the Board with immediate effect. The company states his departure was not due to any disagreement relating to Haymaker’s operations, policies, or practices, indicating no disclosed internal dispute triggered the change.

What is the purpose of the Form S-4 filed in connection with HYAC’s business combination?

PubCo and Suncrete filed a Form S-4 registration statement that includes a proxy statement for Haymaker’s shareholder vote and a prospectus for PubCo securities. After effectiveness, the definitive proxy statement/prospectus will be mailed to shareholders and will contain detailed information on the transaction and related risks.

How can HYAC shareholders access the proxy statement and other SEC documents on the Suncrete deal?

Shareholders can obtain the proxy statement/prospectus and other filings about PubCo, Haymaker and Suncrete free of charge from the SEC’s website at http://www.sec.gov. After the Form S-4 becomes effective, the definitive proxy statement/prospectus will be mailed to eligible Haymaker shareholders of record.