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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):
October 21, 2025
HAYMAKER ACQUISITION CORP. 4
(Exact Name of Registrant as Specified in Charter)
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| Cayman Islands |
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001-41757 |
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87-2213850 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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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 |
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Trading
Symbol(s) |
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Name of each exchange on
which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
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HYACU |
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The New York Stock Exchange |
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| Class A ordinary shares, par value $0.0001 per share |
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HYAC |
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The New York Stock Exchange |
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| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
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HYAC WS |
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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 7.01 Regulation FD Disclosure.
As previously reported, on October 9, 2025, Haymaker
Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker”), Suncrete, Inc., a Delaware corporation and direct wholly
owned subsidiary of Haymaker (“PubCo”), Haymaker Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary
of PubCo, Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of PubCo, and Concrete
Partners Holding, LLC, a Delaware limited liability company (“Suncrete”), entered into a business combination agreement (the
“Business Combination Agreement”). The transactions contemplated by the Business Combination Agreement are hereinafter referred
to collectively as the “Business Combination.”
On October 21, 2025, Suncrete and Haymaker issued
a joint press release announcing that Suncrete completed its acquisition of SRM, Inc. (d.b.a. Schwarz Ready Mix) and SRM Leasing, LLC
and all of the issued and outstanding equity interests of Schwarz Sand, LLC (such assets and equity interests, collectively, “Schwarz”),
which companies collectively run a ready-mix concrete business in Oklahoma City, Oklahoma, and the surrounding areas. A copy of the press
release is furnished as Exhibit 99.1 and incorporated herein by reference.
The foregoing (including Exhibit 99.1) is being
furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Additional Information and Where To Find It
In connection with the Business Combination, PubCo
and Suncrete intend to file with the United States Securities and Exchange Commission (the “SEC”) a registration statement
on Form S-4 (the “Registration Statement”), which will include 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 WHEN IT BECOMES AVAILABLE, 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 will be able to obtain a free copy of the
proxy statement/prospectus, as well as other filings containing information about PubCo, Haymaker and Suncrete, without charge, once available,
at the SEC’s website, http://www.sec.gov.
No Offer or Solicitation
This 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 proposed Business Combination, including a description of
their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant
materials when they are filed with the SEC. Information regarding the directors and executive officers of Haymaker is set forth in Part
II, 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 anticipated benefits the Schwarz acquisition, and Suncrete’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. These include Suncrete’s ability to successfully integrate
the Schwarz businesses, risks related to disruption of management time from ongoing business operations due to the transaction, risks
related to the incurrence of substantial transaction costs, the risk that the transaction could have an adverse effect on the ability
of Suncrete or Schwarz to retain customers and retain and hire key personnel and maintain relationships with their respective suppliers
and customers, and the risk that Suncrete and Schwarz may be unable to achieve synergies or it may take longer than expected to achieve
those synergies. 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 that will be 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.
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Exhibit
Number |
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Description |
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| 99.1 |
|
Press Release, dated October 21, 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.
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Haymaker Acquisition Corp. 4 |
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| October 21, 2025 |
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By: |
/s/ Christopher Bradley |
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Name: |
Christopher Bradley |
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Title: |
Chief Executive Officer and Chief Financial Officer |
