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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):
April
1, 2026
HAYMAKER
ACQUISITION CORP. 4
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Cayman
Islands |
|
001-41757 |
|
87-2213850 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
324
Royal Palm Way, Suite
300-i
Palm
Beach, FL 33480 |
| (Address of Principal Executive Offices) (Zip Code) |
(212)
616-9600
(Registrant’s Telephone Number, Including
Area Code)
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered |
| Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
HYACU |
|
The
New York Stock Exchange |
| |
|
|
|
|
| Class
A ordinary shares, par value $0.0001 per share |
|
HYAC |
|
The
New York Stock Exchange |
| |
|
|
|
|
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
HYAC
WS |
|
The
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 |
Entry into a Material Definitive Agreement. |
As previously disclosed, on October 9, 2025, Haymaker
Acquisition Corp. 4 (“Haymaker”), 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”).
Non-Redemption
Agreement
On April 1, 2026, Haymaker entered into a Non-Redemption
Agreement (the “Non-Redemption Agreement”) with an existing shareholder of Haymaker, pursuant to which, among other things,
the investor agreed to reverse its election to redeem 250,000 Class A ordinary shares of Haymaker, par value $0.0001 per share (the “Holder’s
Shares”), initially included as part of the units sold in Haymaker’s initial public offering (the “Public Shares”),
to waive their redemption rights, vote in favor of the Business Combination at the Shareholder Meeting (as defined below), and hold the
Holder’s Shares through the closing date of the Business Combination. In consideration for the Non-Redemption Agreement, Haymaker
has agreed to pay to the investor an amount in cash equal to the product of (a) the excess of (i) the redemption price per Public Share
paid by Haymaker to redeeming shareholders in satisfaction of their redemption rights over (ii) $10.75, multiplied by (b) the number of
Holder’s Shares. The foregoing description of the Non-Redemption Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the form thereof, which is included as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Forward Purchase Agreement
On April 6, 2026, Haymaker and Pubco entered into
a forward purchase agreement (the “Forward Purchase Agreement”) with each of Harraden Circle Investors, LP (“HCI”),
Harraden Circle Special Opportunities, LP (“HCSO”), Harraden Circle Strategic Investments, LP (“HCSI”) and Harraden
Circle Concentrated, LP (“HCC”) (with HCI, HCSO, HCSI, HCC, collectively as “Seller”) for a prepaid share forward
transaction. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase
Agreement.
Pursuant to the terms of the Forward Purchase Agreement, the Seller
has agreed to purchase up to 5,000,000 Shares in accordance with the terms and conditions therein. The Forward Purchase Agreement provides
that the Seller will be prepaid an aggregate cash amount (the “Prepayment Amount”) equal to the (i) number of Shares, multiplied
by (ii) the per-share redemption price at the closing of the Business Combination (the “Initial Price”). The Seller will be
paid the Prepayment Amount directly from Haymaker’s trust account on the earlier of (a) one (1) business day after the closing of
the Business Combination and (b) the date any assets from the trust account are disbursed in connection with the Business Combination.
From time to time and on any business day on which Nasdaq and commercial banks in the City of New York are open for business (an “Exchange
Business Day”), following the closing of the Business Combination (any such date, an “OET Date”), and subject to the
terms and conditions therein, the Seller shall terminate the Transaction in whole or in part with respect to any number of Shares that
are sold by Seller on such OET Date by giving notice of such termination and the specified number of Shares (such quantity, the “Terminated
Shares”). As of each OET Date, Pubco will be entitled to from Seller, and Seller shall pay to Pubco, an amount equal to (a) the
Initial Price multiplied by (b) the Terminated Shares. The Forward Purchase Agreement maturity date will be the earlier of (a) 6 months
after the closing of the Business Combination, or (b) ten Exchange Business Days following the date upon which Pubco, in its sole discretion,
delivers written notice to Seller that Pubco is accelerating the maturity date; provided that such notice will not be effective until
three months after the closing of the Business Combination. In addition, Pubco has the right, in its sole discretion, to extend the maturity
up to two times by three months each time by delivering written notice to Seller at least ten Exchange Business Days in advance of the
then-scheduled maturity date. At maturity, in exchange for the return of the number of remaining Shares under the Forward Purchase Agreement,
the Seller shall retain an amount equal to (i) the number of Shares multiplied by (ii) the Initial Price. The Seller also agreed to waive
any redemption rights with respect to the Shares during the term of the Forward Purchase Agreement. The foregoing description of the Forward
Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Forward Purchase
Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On April 2, 2026, Haymaker held an extraordinary
general meeting of shareholders (the “Shareholder Meeting”) and a special meeting of warrantholders (the “Warrantholder
Meeting”) in connection with the Business Combination. At the Shareholder Meeting, a total of 21,622,101 of Haymaker’s issued
and outstanding ordinary shares held of record as of February 11, 2026, the record date for the Shareholder Meeting, were present either
in person or by proxy, which constituted a quorum. Haymaker’s shareholders voted on the following proposals at the Shareholder Meeting,
each of which were approved. The final vote tabulation for each proposal is set forth below.
| 1. | Proposal 1, the Business Combination Proposal, to approve and adopt the Business Combination Agreement. |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 20,588,978 | | |
| 1,033,123 | | |
| 0 | | |
| 0 | |
| 2. | Proposal 2, the Domestication Proposal, to approve the transfer by way of continuation of Haymaker out
of its jurisdiction of incorporation and into the State of Delaware. |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 20,588,978 | | |
| 1,033,123 | | |
| 0 | | |
| 0 | |
| 3. | Proposal 3, the Organizational Documents Proposal, to approve and adopt the proposed Haymaker organizational
documents and proposed PubCo organizational documents. |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 20,588,978 | | |
| 1,033,123 | | |
| 0 | | |
| 0 | |
| 4. | Proposal 4, the Advisory Organizational Documents Proposal, to approve on a non-binding advisory basis,
the adoption of the proposed PubCo organizational documents. |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 20,111,847 | | |
| 1,510,254 | | |
| 0 | | |
| 0 | |
| 5. | Proposal 5, the NYSE Proposal, to approve the issuance pursuant to the Business Combination Agreement
of up to an aggregate of 55,908,067 shares of PubCo’s Class A Common Stock in connection with the Business Combination and the PIPE
investment. |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 20,588,978 | | |
| 1,033,123 | | |
| 0 | | |
| 0 | |
| 6. | Proposal 6, the 2026 Plan Proposal, to approve and adopt the Suncrete, Inc. 2026 Omnibus Incentive Plan. |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 20,588,953 | | |
| 1,033,123 | | |
| 25 | | |
| 0 | |
| 7. | Proposal 7, the ESPP Proposal, to approve and adopt the Suncrete, Inc. Employee Stock Purchase Plan. |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 20,588,953 | | |
| 1,033,123 | | |
| 25 | | |
| 0 | |
| 8. | Proposal 8, the Shareholder Adjournment Proposal, to authorize the adjournment of the Shareholder Meeting
to a later date or dates, if necessary, to permit further solicitation and voting of proxies. |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 20,588,978 | | |
| 1,033,123 | | |
| 0 | | |
| 0 | |
At the Warrantholder Meeting, a total of 9,049,966
of Haymaker’s issued and outstanding warrants held of record as of February 11, 2026, the record date for the Warrantholder Meeting,
were present either in person or by proxy, which constituted a quorum. Haymaker’s warrantholders voted on the following proposals
at the Warrantholder Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.
| 1. | Proposal 1, the Warrant Amendment Proposal, to approve and adopt
an amendment to the terms of the Warrant Agreement, dated as of July 25, 2023, by and between Haymaker and Continental Stock Transfer
& Trust Company. |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 8,487,983 | | |
| 482,361 | | |
| 79,622 | | |
| 0 | |
| 2. | Proposal 2, the Warrantholder Adjournment Proposal, to allow Haymaker’s board of directors to adjourn
the Warrantholder Meeting to a later date or dates to permit further solicitation of proxies. |
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 8,777,638 | | |
| 192,706 | | |
| 79,622 | | |
| 0 | |
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 the Shareholder Meeting 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.
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,
future financial condition and performance and expected financial impacts of the Business Combination, the satisfaction of closing conditions
to the Business Combination, 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 of operations
or performance 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, without limitation, the Minimum Cash Condition (as defined in the Business Combination Agreement); |
| |
|
| · |
the risk that any of the investors do not satisfy their obligations under the non-redemption agreements; |
| · |
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 filed, or to be filed, with the SEC by PubCo, Haymaker or Suncrete. |
The foregoing list of risk factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section Haymaker’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and the Registration Statement and proxy statement/prospectus
filed by PubCo and Suncrete, and other documents filed or to be filed by PubCo, Haymaker and Suncrete from time to time with the SEC.
These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. There may be additional risks that none of PubCo, Suncrete or Haymaker
presently know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation or intends to update
or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the parties or
any of their representatives gives any assurance that PubCo, Suncrete or Haymaker will achieve its expectations.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Forward Purchase Agreement. |
| 99.1 |
|
Form of Non-Redemption Agreement. |
| 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 |
| April 7, 2026 |
|
|
| |
By: |
/s/ Christopher Bradley |
| |
Name: |
Christopher Bradley |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
NON-REDEMPTION AGREEMENT
THIS NON-REDEMPTION AGREEMENT
(this “Agreement”), dated as of April 1, 2026, is made by and between Haymaker Acquisition Corp. 4, a Cayman
Islands exempted company (the “Company”) and the undersigned shareholder (the “Holder”).
RECITALS
WHEREAS, the Company has entered
into the Business Combination Agreement (“Business Combination Agreement”), dated as of October 9, 2025,
with Concrete Partners Holding, LLC (the “Target”) and certain other persons, which provides, among other things,
for the business combination of the Company and the Target (collectively, the “Business Combination”);
WHEREAS, the Company’s
amended and restated memorandum and articles of association, as amended (the “Articles”), provides that a shareholder
of the Company may redeem its Class A ordinary shares, par value $0.0001 per share, initially sold as part of the units in the Company’s
initial public offering (whether they were purchased in such initial public offering or thereafter in the open market) (the “Public
Shares”) in connection with the consummation of the Business Combination, on the terms set forth in the Articles (“Redemption
Rights”);
WHEREAS, Holder exercised
its Redemption Rights with respect to 250,000 Public Shares held by it and/or its controlled affiliates as of the date hereof (the “Holder’s
Shares”) and wishes to reverse such exercise (the “Redemption Reversal”), and to agree not to
further exercise its Redemption Rights with respect to the Holder’s Shares, to hold the Holder’s Shares through the consummation
of the Business Combination (the “Closing Date”), and to agree to vote the Holder’s Shares in favor of
the Business Combination and related matters set forth herein, all in consideration for the Payment (as defined below).
NOW, THEREFORE, in consideration
of the foregoing and the mutual acknowledgments, understandings, and agreements contained in this Agreement and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Holder hereby agree as follows:
1. Representations and Warranties of Holder. Holder represents
and warrants that:
(a) Following the Redemption Reversal, Holder
and/or certain of its controlled affiliates beneficially own the Holder’s Shares.
(b) If Holder is a natural
person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement,
to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person,
(i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the
laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all
corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and delivered by Holder and, assuming due authorization and execution
by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’
rights generally and subject, as to enforceability, to general principles of equity.
(c) The execution and
delivery of this Agreement by Holder does not, and the performance by Holder of its obligations hereunder will not, (i) conflict
with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which
Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that
has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the
extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under
this Agreement.
(d) As of the date of
this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation,
by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder
is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award,
in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s
Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the
performance by Holder of its obligations under this Agreement.
2. Redemption Reversal and Waiver of Redemption Rights.
(a) Holder shall promptly
take all such actions as may be necessary to effectuate the Redemption Reversal, including submitting or causing its broker to submit
a reversal demand to, and all paperwork in connection therewith requested by, the Company’s transfer agent.
(b) Holder acknowledges
that, following the Redemption Reversal, it has Redemption Rights with respect to Holder’s Shares pursuant to the Articles. Holder
covenants and agrees, for the benefit of the Company, that neither it nor any of its controlled affiliates shall exercise any Redemption
Rights under the Articles with respect to the Holder’s Shares following the Redemption Reversal.
(c) Holder and its controlled
affiliates shall not directly or indirectly Transfer the Holder’s Shares at any time following the Redemption Reversal through the
Closing Date. As used herein, “Transfer” shall mean the following: (i) sale
of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement
to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the United States Securities and Exchange Commission (“SEC”) promulgated thereunder with respect
to, any of the Holder’s Shares, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any of the Holder’s Shares, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause
(i) or (ii).
(d) In furtherance of
the covenants in paragraphs 2(b) and 2(c): (x) Holder hereby irrevocably waives, on behalf of itself and its controlled affiliates,
the Redemption Rights, and irrevocably constitutes and appoints the Company and its designees, with full power of substitution, as its
(and its controlled affiliates’) true and lawful agent and attorney-in-fact, with full power and authority in its name, place and
stead, to revoke any redemption election made in contravention of paragraph 2(b) above with respect to any Holder’s Shares
and to cause the Company’s transfer agent to fail to redeem such Holder’s Shares in connection with the Business Combination,
(y) Holder shall deliver such documentation as is reasonably requested by the Company to evidence that none of the Holder’s
Shares have been redeemed or Transferred, and (z) in the event of a breach of paragraph 2(a), 2(b), or 2(c) with respect to
any Holder’s Shares (the “Transferred/Redeemed Shares”), Holder unconditionally and irrevocably agrees
to, or to cause one or more of its affiliates to, subscribe for and purchase from the Company (or from its assignee(s) or designee(s))
prior to the Closing Date a number of Class A ordinary shares of the Company equal to the number of such Transferred/Redeemed Shares,
for a per share purchase price equal to the amount to be received by public shareholders of the Company exercising their Redemption Rights
in connection with the Business Combination.
(e) The Company acknowledges
and agrees that the Holder and/or its controlled affiliates may own additional Public Shares in excess of the Holder’s Shares (the
“Other Shares”) and that nothing herein shall restrict any rights of the Holder with respect to such Other Shares
including, without limitation, the Redemption Rights or to otherwise exercise any right with respect to such Other Shares. Holder acknowledges
that it will not receive any Payment with respect to any Other Shares.
3. Agreement to Vote. Holder covenants and agrees that its controlled
affiliates shall:
(a) vote (or cause to
be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered) at any meeting of the shareholders
of the Company, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval
of the shareholders of the Company is sought, all of the Holder’s Shares (i) in favor of the Business Combination Agreement,
the Business Combination and each other proposal brought by the Company in connection with the Business Combination, (ii) in favor
of any proposal brought by the Company to adjourn the shareholder meeting called in connection with the Business Combination, (iii) against
any proposal in opposition to approval of the Business Combination or in competition with or inconsistent with the Business Combination
or the transactions contemplated thereby, and (iv) against any proposal, action or agreement that would (1) impede, frustrate,
prevent or nullify any provision of this Agreement or the transactions contemplated hereby, or (2) change in any manner the dividend
policy or capitalization of, including the voting rights of any class of capital shares of, the Company; and
(b) appear at any meeting
of the shareholders of the Company, however called, or at any adjournment thereof, in person or by proxy, or otherwise cause all of the
Holder’s Shares to be counted as present thereat for purposes of establishing a quorum.
4. Covenants of the Holder. Holder hereby
agrees to permit the Company to publish and disclose Holder’s identity, ownership of the Holder’s Shares and any Other Shares
and the nature of Holder’s commitments, arrangements and understandings under this Agreement and a copy of this Agreement, in (a) the
proxy materials filed by the Company with the SEC in connection with the Business Combination, (b) any Form 8-K filed by the
Company with the SEC in connection with the execution and delivery of this Agreement, or in connection with the Business Combination,
and (c) any other documents or communications provided by the Company or the Company to any governmental authority or to the Holder,
in each case, to the extent required by the federal securities laws or the SEC or any other securities authorities. Holder agrees that
it shall not, and shall cause its Affiliates not to, indirectly accomplish or attempt to accomplish that which it is not permitted to
accomplish directly under this Agreement.
5. Closing Payment. Conditioned upon the
Holder delivering evidence reasonably satisfactory to the Company that the Holder has completed the Redemption Reversal and, following
the Redemption Reversal has continued to hold the Holder’s Shares through the Closing Date and has complied with each of the covenants
set forth in paragraphs 2 and 3 of this Agreement, within two business days following the Closing Date the Company shall pay to the Holder,
by wire transfer of immediately available funds to account(s) designated by the Holder, an amount in cash equal to the product of
(a) the excess of (i) the redemption price per Public Share paid by the Company to redeeming shareholders in satisfaction of
their Redemption Rights over (ii) $10.75, multiplied by (b) the Holder’s Shares (the “Payment”).
6. Miscellaneous.
(a) Holder acknowledges
that the Company will rely on the representations, warranties, acknowledgments, understandings and agreements contained in this Agreement.
Holder agrees to promptly notify the Company if any of the representations, warranties, acknowledgments, understandings or agreements
set forth herein are no longer accurate in all material respects.
(b) Each of the Company
and the Holder is entitled to rely upon this Agreement and is irrevocably authorized to produce this Agreement or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
(c) Neither this Agreement
nor any rights that may accrue to Holder hereunder may be transferred or assigned. Neither this Agreement nor any rights that may accrue
to the Company hereunder may be transferred or assigned.
(d) This Agreement may
not be modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification,
waiver, or termination is sought.
(e) This Agreement constitutes
the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral,
among the parties, with respect to the subject matter hereof.
(f) Except as otherwise
provided herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments
contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives
and permitted assigns,
(g) Holder acknowledges
that the Company has established a trust account containing the proceeds of its initial public offering and from certain private placements
(collectively, with interest accrued from time to time thereon, the “Trust Account”). Holder agrees that, as
a result of entering into this Agreement, (i) it has no right, title, interest or claim of any kind in or to any monies held in the
Trust Account, and (ii) it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, in each case in connection with this Agreement, and hereby irrevocably waives any Claim to,
or to any monies in, the Trust Account that it may have in connection with this Agreement or otherwise; provided, that such release
and waiver of Claims shall not include any rights or claims of Holder or any of its controlled affiliates to exercise Redemption Rights
with respect to the Other Shares. In the event Holder has any Claim against the Company, Holder shall pursue such Claim solely against
the Company’s assets outside the Trust Account and not against the property or any monies in the Trust Account. Holder agrees and
acknowledges that such waiver is material to this Agreement and has been specifically relied upon by the Company to induce the Company
to enter into this Agreement and Holder further intends and understands such waiver to be valid, binding and enforceable under applicable
law. In the event Holder commences any action or proceeding which seeks, in whole or in part, relief against the funds held in the Trust
Account or distributions therefrom or any of the Company’s shareholders, whether in the form of monetary damages or injunctive relief,
Holder shall be obligated to pay to the Company all of its legal fees and costs reasonably incurred in connection with any such action
in the event that the Company prevails in such action or proceeding.
(h) If any provision
of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.
(i) This Agreement may
be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement
and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all parties
need not sign the same counterpart.
(j) Holder shall pay
all of its own expenses in connection with this Agreement and the transactions contemplated hereby.
(k) Any notice or communication
required or permitted hereunder shall be in writing and either delivered personally, emailed, sent by overnight mail via a reputable overnight
carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered
personally, (b) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (c) five (5) business
days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice
given hereunder:
If to Holder, to such address
or addresses set forth on the signature page hereto;
If to the Company, to:
Haymaker Acquisition Corp. 4
324 Royal Palm Way, Suite 300-i
Palm Beach, Florida 33480
Attention: Christopher Bradley
Email: cbradley@mistralequity.com
with a required copy to (which copy shall not constitute
notice):
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
(l) The parties agree
that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that
the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required
of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties
acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to
prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, this being in
addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral
part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement.
Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other
parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or
equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in accordance with this paragraph 6(l) shall not be required to provide any bond or other
security in connection with any such injunction.
(n) This Agreement, and
all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall
be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of
conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
(o) Any claim, action,
suit, assessment, arbitration or proceeding based upon, arising out of or related to this Agreement, or the transactions contemplated
hereby, shall be brought in the State of New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such
court in any such claim, action, suit, assessment, arbitration or proceeding, waives any objection it may now or hereafter have to personal
jurisdiction, venue or to convenience of forum, agrees that all claims in respect of such claim, action, suit, assessment, arbitration
or proceeding shall be heard and determined only in any such court, and agrees not to bring any claim, action, suit, assessment, arbitration
or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein
contained shall be deemed to affect the right of any party to serve process in any manner permitted by law, or to commence legal proceedings
or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any claim, action,
suit, assessment, arbitration or proceeding brought pursuant to this paragraph 6(n). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
(p) Holder hereby covenants
and agrees that, except for this Agreement, it (i) shall not enter into at any time while this Agreement remains in effect, any voting
agreement or voting trust with respect to the Holder’s Shares and (ii) shall not grant at any time while this Agreement remains
in effect a proxy, consent or power of attorney with respect to the Holder’s Shares that is inconsistent with this Agreement.
(q) Nothing contained
in this Agreement shall be deemed to vest in the Company or its subsidiaries any direct or indirect ownership or incidence of ownership
of or with respect to the Holder’s Shares. All rights, ownership and economic benefits of and relating to the Holder’s Shares
of the Holder shall remain fully vested in and belong to the Holder, and none of the Company or its subsidiaries shall have no authority
to direct the Holder in the voting or disposition of any of the Holder’s Shares, except as otherwise provided herein.
(r) Holder hereby agrees
that its representations, warranties and covenants set forth herein are solely for the benefit of the Company and its subsidiaries in
accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any person
other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set
forth herein, and the parties hereto hereby further agree that this Agreement may only be enforced against, and any action that may be
based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made
against, the persons expressly named as parties hereto.
(s) If any provision
of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall
remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable
in any respect under the laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this
Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise modify this
Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving
effect to the intent of the parties.
(t) This Agreement and
the obligations of each of the parties hereunder shall terminate upon the earlier to occur of (i) the termination of the Business
Combination Agreement, (ii) the liquidation or dissolution of the Company, or (iii) the mutual written agreement of the parties
hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
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| HAYMAKER ACQUISITION CORP. 4 |
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[Signature Page to Non-Redemption Agreement]
