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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 9, 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)
501 Madison Avenue, Floor 5
New York, NY 10022
(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 1.01 |
Entry into a Material Definitive Agreement. |
On October 9, 2025, Haymaker Acquisition Corp.
4, a Cayman Islands exempted company (“Haymaker” or “SPAC”), Suncrete, Inc., a Delaware corporation and direct
wholly owned subsidiary of SPAC (“New Suncrete” or “PubCo”), Haymaker Merger Sub I, Inc., a Delaware corporation
and a direct wholly owned subsidiary of PubCo (“Merger Sub I”), Haymaker Merger Sub II, LLC, a Delaware limited liability
company and direct wholly owned subsidiary of PubCo (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”),
and Concrete Partners Holding, LLC, a Delaware limited liability company (“Suncrete”), entered into a Business Combination
Agreement, dated as of October 9, 2025 (the “Business Combination Agreement”).
Pursuant to the Business Combination Agreement,
and subject to the terms and conditions contained therein, the Business Combination will be effected in three steps: (a) SPAC will change
its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication” and the time at which
the Domestication becomes effective, the “Domestication Effective Time”), (b) immediately following the Domestication Effective
Time, Merger Sub I will merge with and into SPAC (the “Initial Merger”), with SPAC surviving the Initial Merger as a wholly
owned subsidiary of PubCo (the time at which the Initial Merger becomes effective, the “Initial Merger Effective Time”); and
(c) immediately following the Initial Merger Effective Time, Merger Sub II will merge with and into Suncrete (the “Acquisition Merger”
and, together with the Initial Merger, the “Mergers”, and collectively with the Domestication and all other transactions contemplated
by the Business Combination Agreement, the “Business Combination”), with Suncrete surviving the Acquisition Merger as a wholly
owned subsidiary of New Suncrete.
The Business Combination Agreement is subject
to the satisfaction or waiver of certain customary closing conditions, including, among others, the requisite approval of the Business
Combination Agreement and the transactions contemplated thereby by Haymaker’s equityholders and certain of Suncrete’s equityholders.
Concurrently with the execution and delivery of
the Business Combination Agreement, Suncrete, PubCo, SPAC and certain equityholders of Suncrete entered into support agreements (the “Company
Equityholder Support Agreements”), pursuant to which the equityholders of Suncrete party thereto agreed, among other things, to
vote in favor of the approval and adoption of the Business Combination and the transactions contemplated thereby. Further, such equityholders
of Suncrete, as well as Suncrete’s majority equityholder, have agreed to certain customary lock-up restrictions with respect to
their Suncrete securities, as well as any securities of PubCo issued to such holders pursuant to the Business Combination Agreement, in
each case subject to certain exceptions.
Concurrently with the execution and delivery of
the Business Combination Agreement, the Sponsor and certain officers and directors of SPAC (such holders, the “Sponsor Related Parties”)
entered into an agreement (the “Sponsor Support Agreement”) with Suncrete and PubCo, which supersedes the letter agreement
dated July 25, 2023, among the SPAC, the Sponsor and the Sponsor Related Parties. Pursuant to the Sponsor Support Agreement, among other
things, the Sponsor and the Sponsor Related Parties agreed to vote in favor of the adoption and approval of the Business Combination Agreement
and the transactions contemplated thereby and waive the anti-dilution rights set forth in SPAC’s organizational documents. The Sponsor
and the Sponsor Related Parties also agreed to certain customary lock-up restrictions with respect to their SPAC securities, as well as
any securities of PubCo issued to the Sponsor Related Parties pursuant to the Business Combination Agreement, in each case subject to
certain exceptions.
Concurrently with the execution and delivery of
the Business Combination Agreement, SPAC and PubCo entered into subscription agreements (the “Subscription Agreements”) with
certain accredited investors and qualified institutional buyers (collectively, the “PIPE Investors”), pursuant to which, among
other things, PubCo agreed to issue and sell to the PIPE Investors, in a private placement to close immediately prior to the closing of
the Acquisition Merger, an aggregate 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”).
Copies of the Business Combination Agreement,
the Company Equityholder Support Agreement, the Sponsor Support Agreement and the form of Subscription Agreement will be filed by an amendment
on Form 8-K/A to this Current Report (this “Report”) within four business days of October 9, 2025, and the foregoing
descriptions of each of such agreements are qualified in their entirety by reference thereto.
| Item 7.01 |
Regulation FD Disclosure. |
On October 9, 2025, the parties jointly issued
a press release announcing the execution of the Business Combination Agreement. A copy of the press release is furnished herewith as Exhibit
99.1 and is incorporated by reference herein. Exhibit 99.2 furnished herewith and incorporated by reference herein is an investor
presentation that may be used by SPAC and PubCo in connection with the Business Combination.
The information in this Item 7.01, including Exhibits
99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed
to be incorporated by reference into the filings of SPAC under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed
an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1 and 99.2.
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, 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 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
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, 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 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, 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 shares of 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; |
| · | 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 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 and does not intend 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 |
|
Description |
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| 99.1 |
|
Press Release, dated October 9, 2025 |
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| 99.2 |
|
Investor Presentation |
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|
| 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 10, 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 |
