Warrant cash deal backs Suncrete merger for Haymaker (HYAC) holders
Rhea-AI Filing Summary
Haymaker Acquisition Corp. 4 entered into support agreements with holders of a majority of its warrants to back a warrant amendment tied to its planned merger with Suncrete. The amendment would exchange each public warrant for $2.25 in cash and 0.075 Class A ordinary shares, for a stated aggregate of about $25.9 million and 862,500 shares. The sponsor agreed to vote all private placement warrants in favor of the same changes, effectively locking in approval of the amendment, although Haymaker keeps discretion on whether to implement it after approval. A related press release notes the Suncrete business combination is expected to close in the first quarter of 2026 and highlights an upsized common stock private placement from $82.5 million to $105.5 million to support the combined company, which will be named Suncrete, Inc. and listed on Nasdaq under the ticker “RMIX.”
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Insights
Majority warrant support secures terms for Haymaker–Suncrete merger.
Haymaker Acquisition Corp. 4 has secured Investor Support Agreements with holders of about
The amendment would swap each whole public warrant for
The related press release states the Suncrete business combination is expected to close in the first quarter of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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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:
| 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:
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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
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 |
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| By: | /s/ Christopher Bradley | |
| Name: | Christopher Bradley | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Exhibit 99.1
FORM OF INVESTOR SUPPORT AGREEMENT
INVESTOR SUPPORT AGREEMENT, dated as of [ ], 2026 (this “Agreement”), by and between Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker”), and the warrantholder of Haymaker whose name appears on the signature page of this Agreement (the “Investor”).
WHEREAS, Haymaker, Concrete Partners Holding, LLC (the “Company”), and certain other persons entered into a business combination agreement (the “BCA”), dated as of October 9, 2025, which provides, among other things, for (i) the business combination of Haymaker and the Company (the “Transaction”) and (ii) Haymaker to conduct a stockholder meeting to obtain stockholder approval of the Transaction and a warrantholder meeting (the “Warrantholder Meeting”) to obtain warrantholder approval of an amendment to the terms of Haymaker’s outstanding public warrants (the “Warrants”), each exercisable for one Class A ordinary share, par value $0.0001 per share, of Haymaker (the “Ordinary Shares”); and
WHEREAS, as of February 11, 2026, the record date of the Warrantholder Meeting (the “Record Date”), the Investor held the number of Warrants (the “Investor Warrants”) set forth on the signature page hereof.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Investor and Haymaker hereby agree as follows:
1. Voting Agreement. The Investor hereby agrees to vote, at the Warrantholder Meeting (including any adjournments or postponements thereof), all Investor Warrants in favor of any amendment to the terms of the Warrants proposed by Haymaker solely to amend the terms of the Warrants together with any amendments required to give effect thereto such that, immediately prior to the Domestication Effective Time (as defined in the BCA), all of the Warrants shall be exchanged for $2.25 in cash and 0.075 Ordinary Shares per whole Warrant, and any other matter reasonably necessary to effect such amendment. For the avoidance of doubt, the amendment to the terms of the Warrants will only take effect if all conditions to the closing of the Transaction have been satisfied.
2. Representations, Warranties and Undertakings of Haymaker.
(a) The execution, delivery and performance by Haymaker of this Agreement and the consummation by Haymaker of the transactions contemplated hereby do not and will not (i) conflict with or violate any law or order applicable to Haymaker, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, other than those required by applicable securities laws, warrantholder approval at the meeting of warrantholders in connection with the amendment and any approvals from the relevant stock exchange, (iii) conflict with or result in a breach of or constitute a default under any provision of Haymaker’s organizational documents, or (iv) conflict with or result in a breach of or constitute a default under any provision of any agreement or instrument to which Haymaker is a party or by which it is bound except, with respect to clauses (i), (ii) and (iv), conflicts, breaches, violations, impositions or defaults that would not reasonably be expected to have a material adverse effect on the performance by Haymaker of its obligations under this Agreement.
(b) Haymaker has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed and delivered by Haymaker.
(c) The Ordinary Shares comprising the Stock Consideration, when issued and delivered in accordance with this Agreement, will be (i) duly authorized, validly issued, fully paid, and non-assessable, free and clear of all liens, preemptive rights, rights of first refusal, and similar rights and (ii) will be freely tradeable and issued without legend at the closing of the Transaction (the “Closing”).
(d) Except for the existence of this Agreement and the transactions contemplated hereby (including the proposed warrant amendment and the Transaction), Haymaker has not provided the Investor with any material non-public information.
3. Representations and Warranties of Investor. The Investor represents and warrants to Haymaker as follows:
(a) The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law or order applicable to such Investor, (ii) require the Investor to obtain or make any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any lien on any Investor Warrants (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents of the Investor), (iv) conflict with or result in a breach of or constitute a default under any provision of any agreement or instrument to which the Investor is a party or by which it is bound, or (v) conflict with or result in a breach of or constitute a default under any provision of such Investor’s organizational documents except, with respect to clauses (i), (ii) or (iv), conflicts, breaches, violations, impositions or defaults that would not reasonably be expected to have a material adverse effect on the performance by the Investor of its obligations under this Agreement.
(b) The Investor has the sole power (as currently in effect) to vote and full right, power and authority to sell, transfer and deliver the Investor Warrants.
(c) The Investor has the power, authority and capacity to execute, deliver and perform this Agreement and that this Agreement has been duly authorized, executed and delivered by such Investor.
4. Termination.
(a) This Agreement and the obligations of the Investor under this Agreement shall automatically terminate upon the earliest of: (a) the completion of the Transaction; (b) the termination of the BCA in accordance with its terms; (c) the mutual agreement of Haymaker and the Investor and (d) June 30, 2026.
(b) Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination shall not relieve any party from liability for any breach of this Agreement occurring prior to its termination. Haymaker undertakes and agrees to make a public announcement via press release or filing a Current Report on Form 8-K with the Securities and Exchange Commission, disclosing the termination of this Agreement pursuant to subsections (a) or (b) above no later than 9:00 am New York time on the business day following such termination.
5. Most Favored Nation. If Haymaker enters into any agreement with any other holder of Warrants that provides such holder with terms that are, taken as a whole, more favorable to such holder than the terms of this Agreement are to the Investor (including, without limitation, with respect to the amount or form of consideration, registration rights, or other protections), Haymaker shall promptly notify the Investor of such terms and shall amend this Agreement to provide the Investor with such more favorable terms.
6. Investor Trading Rights.
(a) Nothing in this Agreement shall prohibit, restrict or otherwise limit the Investor or any of its affiliates from engaging in any hedging, derivative, short sale, swap, or similar transactions with respect to any securities of Haymaker (including the Warrants, the Ordinary Shares, or any other securities), whether effected directly or through any counterparty, at any time and from time to time, subject only to compliance with applicable securities laws (including, without limitation, Regulation SHO and Section 9(a)(2) of the Exchange Act). For the avoidance of doubt, any such hedging transaction shall not affect the Investor’s obligations under Section 1 with respect to the Investor Warrants actually held by the Investor as of the Record Date.
(b) Nothing in this Agreement shall prohibit, restrict or otherwise limit the Investor or any of its affiliates from purchasing, selling, or otherwise trading in any securities of Haymaker (including the Warrants, the Ordinary Shares, or any other securities) at any time following the Public Disclosure (as defined below), subject only to compliance with applicable securities laws. The parties acknowledge and agree that upon the Public Disclosure, the Investor shall be cleansed of all material non-public information received in connection with this Agreement and the transactions contemplated hereby and shall be free to trade in any securities of Haymaker without restriction under this Agreement.
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(c) Nothing in this Agreement shall be deemed to impose any standstill, voting, or similar restriction on the Investor or its affiliates with respect to the acquisition, disposition, or voting of any securities of Haymaker, other than the specific voting commitment set forth in Section 1 with respect to the Investor Warrants.
| 7. | Public Disclosure; MNPI Cleansing. |
(a) No later than 9:00 am New York City time on the first business day following the date of this Agreement, Haymaker shall (i) file a Current Report on Form 8-K with the SEC disclosing the execution of this Agreement, the material terms hereof, and all other information concerning Haymaker and the Transaction that constitutes material non-public information and that has been provided by or on behalf of Haymaker to the Investor or any of its representatives in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby (collectively, the “Execution 8-K”), and (ii) file this Agreement (or, if redaction of any terms is permitted under applicable SEC rules, such redacted version) as an exhibit to the Execution 8-K. The filing of the Execution 8-K in compliance with this Section 7(a), together with any press release issued by Haymaker in connection therewith, is referred to herein as the “Public Disclosure.”
(b) Haymaker hereby covenants and agrees that the Public Disclosure shall include disclosure of all material non-public information concerning Haymaker, the Transaction, and the warrant amendment contemplated hereby that has been provided by or on behalf of Haymaker, its affiliates, or any of their respective representatives to the Investor or any of its representatives in connection with this Agreement and the transactions contemplated hereby, such that upon the Public Disclosure, the Investor and its affiliates shall be free to trade in any securities of Haymaker without any trading restrictions arising from the receipt of material non-public information in connection with this Agreement.
8. Miscellaneous.
(a) Except as otherwise provided herein or in any Transaction Document, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
(b) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this paragraph 5(b)):
Haymaker Acquisition Corp. 4
324 Royal Palm Way, Suite 300-i
Palm Beach, Florida 33480
Attention: Christopher Bradley
Email: cbradley@mistralequity.com
with a copy (which shall not constitute effective notice) to:
DLA Piper LLP (US)
1251 Avenue of the Americas, 27th Floor
Attention: Sidney Burke, Stephen P. Alicanti
Email: sidney.burke@us.dlapiper.com, stephen.alicanti@us.dlapiper.com
If to the Investor, to the address or facsimile number set forth for the Investor on the signature page hereof.
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(c) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
(d) This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).
(e) This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(f) The parties hereto agree that irreparable damage may occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or in equity.
(g) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court. The parties hereto hereby (i) submit to the exclusive jurisdiction of the Delaware Chancery Court for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any of the above-named courts.
(h) This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
(i) Without further consideration, each party shall use commercially reasonable efforts to execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.
(j) Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this paragraph (j).
[Signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| HAYMAKER ACQUISITION CORP. 4 | ||
| Name: | ||
| Title: | ||
[Signature Page to Investor Support Agreement]
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|
INVESTOR:
[●] | ||
| By: | ||
| Name: | ||
| Title: | ||
| Address: | ||
| Number of Investor Warrants: |
[Signature Page to Investor Support Agreement]
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Exhibit 99.2
SPONSOR WARRANT SUPPORT AGREEMENT
SPONSOR WARRANT SUPPORT AGREEMENT, dated as of March 3, 2026 (this “Agreement”), by and between Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker”), and Haymaker Sponsor IV, LLC (the “Sponsor”).
WHEREAS, Haymaker, Concrete Partners Holding, LLC (the “Company”), and certain other persons entered into a business combination agreement (the “BCA”), dated as of October 9, 2025, which provides, among other things, for (i) the business combination of Haymaker and the Company (the “Transaction”) and (ii) Haymaker to conduct a stockholder meeting to obtain stockholder approval of the Transaction and a warrantholder meeting (the “Warrantholder Meeting”) to obtain warrantholder approval of an amendment to the terms of Haymaker’s outstanding public warrants (the “Public Warrants”), each exercisable for one Class A ordinary share, par value $0.0001 per share, of Haymaker (the “Ordinary Shares”); and
WHEREAS, as of February 11, 2026, the record date of the Warrantholder Meeting (the “Record Date”), the Sponsor held all of the outstanding private placement warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”).
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Sponsor and Haymaker hereby agree as follows:
1. Voting Agreement. The Sponsor hereby agrees to vote, at the Warrantholder Meeting (including any adjournments or postponements thereof), all Private Placement Warrants in favor of any amendment to the terms of the Public Warrants proposed by Haymaker solely to amend the terms of the Public Warrants together with any amendments required to give effect thereto such that, immediately prior to the Domestication Effective Time (as defined in the BCA), all of the Public Warrants shall be exchanged for $2.25 in cash and 0.075 Ordinary Shares per whole Public Warrant, and any other matter reasonably necessary to effect such amendment. For the avoidance of doubt, the amendment to the terms of the Public Warrants will only take effect if all conditions to the closing of the Transaction have been satisfied.
2. Representations, Warranties and Undertakings of Haymaker.
(a) The execution, delivery and performance by Haymaker of this Agreement and the consummation by Haymaker of the transactions contemplated hereby do not and will not (i) conflict with or violate any law or order applicable to Haymaker, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, other than those required by applicable securities laws, warrantholder approval at the meeting of warrantholders in connection with the amendment and any approvals from the relevant stock exchange, (iii) conflict with or result in a breach of or constitute a default under any provision of Haymaker’s organizational documents, or (iv) conflict with or result in a breach of or constitute a default under any provision of any agreement or instrument to which Haymaker is a party or by which it is bound except, with respect to clauses (i), (ii) and (iv), conflicts, breaches, violations, impositions or defaults that would not reasonably be expected to have a material adverse effect on the performance by Haymaker of its obligations under this Agreement.
(b) Haymaker has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed and delivered by Haymaker.
3. Representations and Warranties of Sponsor. The Sponsor represents and warrants to Haymaker as follows:
(a) The execution, delivery and performance by the Sponsor of this Agreement and the consummation by the Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any law or order applicable to the Sponsor, (ii) require the Sponsor to obtain or make any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any lien on any Private Placement Warrants (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents of the Sponsor), (iv) conflict with or result in a breach of or constitute a default under any provision of any agreement or instrument to which the Sponsor is a party or by which it is bound, or (v) conflict with or result in a breach of or constitute a default under any provision of the Sponsor’s organizational documents except, with respect to clauses (i), (ii) or (iv), conflicts, breaches, violations, impositions or defaults that would not reasonably be expected to have a material adverse effect on the performance by the Sponsor of its obligations under this Agreement.
(b) The Sponsor has the sole power (as currently in effect) to vote the Private Placement Warrants at the Warrantholder Meeting.
(c) The Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement and that this Agreement has been duly authorized, executed and delivered by the Sponsor.
4. Termination.
(a) This Agreement and the obligations of the Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the completion of the Transaction; (b) the termination of the BCA in accordance with its terms; (c) the mutual agreement of Haymaker and the Sponsor and (d) June 30, 2026.
(b) Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination shall not relieve any party from liability for any breach of this Agreement occurring prior to its termination. Haymaker undertakes and agrees to make a public announcement via press release or filing a Current Report on Form 8-K with the Securities and Exchange Commission, disclosing the termination of this Agreement pursuant to subsections (a) or (b) above no later than 9:00 am New York time on the business day following such termination.
5. Miscellaneous.
(a) Except as otherwise provided herein or in any Transaction Document, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
(b) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this paragraph 5(b)):
Haymaker Acquisition Corp. 4
324 Royal Palm Way, Suite 300-i
Palm Beach, Florida 33480
Attention: Christopher Bradley
Email: cbradley@mistralequity.com
with a copy (which shall not constitute effective notice) to:
DLA Piper LLP (US)
1251 Avenue of the Americas, 27th Floor
Attention: Sidney Burke, Stephen P. Alicanti
Email: sidney.burke@us.dlapiper.com, stephen.alicanti@us.dlapiper.com
If to the Sponsor, to its address or facsimile number set forth on the signature page hereof.
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(c) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
(d) This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).
(e) This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(f) The parties hereto agree that irreparable damage may occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or in equity.
(g) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court. The parties hereto hereby (i) submit to the exclusive jurisdiction of the Delaware Chancery Court for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any of the above-named courts.
(h) This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
(i) Without further consideration, each party shall use commercially reasonable efforts to execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.
(j) Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this paragraph (j).
[Signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| HAYMAKER ACQUISITION CORP. 4 | ||
| /s/ Christopher Bradley | ||
| Name: | Christopher Bradley | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
| HAYMAKER SPONSOR IV, LLC | ||
| /s/ Andrew Heyer | ||
| Name: | Andrew Heyer | |
| Title: | Managing Member | |
[Signature Page to Sponsor Warrant Support Agreement]
Exhibit 99.3
Suncrete Announces Support Agreements
with a Majority of Warrantholders
Dallas, TX, March 4, 2026 – 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 Haymaker has entered into investor support agreements with warrantholders representing a majority of the outstanding warrants of Haymaker to vote in favor of any amendments to the terms of the public warrants to give effect to the exchange of all of the public warrants for $2.25 in cash and 0.075 Class A ordinary shares, par value $0.0001 per share, per whole public warrant.
The Company is expected to close its previously announced business combination with Haymaker (the “Business Combination”) in the first quarter of 2026. Upon closing of the Business Combination, the combined company will be named Suncrete, Inc. (“PubCo”) and will trade on Nasdaq under the ticker symbol “RMIX.”
Ned N. Fleming, III, Executive Chairman of Suncrete, commented, “We are pleased to have secured support agreements with warrantholders of Haymaker representing the majority of warrants. With the expected exchange of all public warrants and the recent upsizing of our institutional investor commitments in our previously announced common stock private placement from $82.5 million to $105.5 million, we believe Suncrete is well positioned to enter the public markets later this quarter. This strong capital foundation provides substantial runway to execute on the Company’s growth objectives. We believe that Suncrete’s high-performance and scalable ready-mix concrete platform is well-positioned to continue its relative market share expansion, driving organic growth while expanding to new markets through accretive acquisitions. Suncrete’s local market leadership, scale and operational blueprint positions the business as a trusted partner in some of the nation’s most attractive and resilient construction markets.”
The exchange of the public warrants is being 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”). No commission or other remuneration will be paid or given, directly or indirectly, to any person for soliciting the surrender of the public warrants in connection with the exchange.
Suncrete - News Release
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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.
Suncrete - News Release
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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 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; |
Suncrete - News Release
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| · | 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 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
###
FAQ
What warrant exchange terms did Haymaker Acquisition Corp. 4 (HYAC) secure for its public warrants?
How much value and how many shares are tied to HYAC’s warrant exchange agreements?
Do HYAC’s sponsors support the warrant amendment related to the Suncrete merger?
When is the Suncrete and Haymaker (HYAC) business combination expected to close?
How large is the private placement financing supporting the HYAC–Suncrete transaction?
What exchange will the combined Suncrete, Inc. trade on after HYAC’s merger closes?
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