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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):
December 10, 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) |
|
(Commission
File Number) |
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(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 |
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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.”
Attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation (the “Investor Presentation”)
that may be used by Haymaker and Suncrete in connection with the transactions contemplated by the Business Combination Agreement.
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 have filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on
Form S-4 (the “Registration Statement”), which includes a proxy statement with respect to Haymaker’s shareholder meeting
to vote on the Business Combination and a prospectus with respect to PubCo’s securities to be issued in connection with the Business
Combination (the “proxy statement/prospectus”), as well as other relevant documents concerning the Business Combination. After
the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus included in the Registration Statement
will be mailed to the shareholders of Haymaker as of the record date to be established for voting on the Business Combination. INVESTORS
AND SHAREHOLDERS OF HAYMAKER ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION,
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and shareholders can to 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 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 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 PubCo Class A Common Stock; |
| · | the failure of PubCo to obtain or maintain the listing of its securities on any stock exchange on which
the PubCo Class A Common Stock will be listed after closing of the Business Combination; |
| · | costs related to the Business Combination and as a result of PubCo becoming a public company; |
| · | changes in business, market, financial, political and regulatory conditions; |
| · | risks relating to Suncrete’s anticipated operations and business, including the success of any future
acquisitions; |
| · | the risk that issuances of equity or debt securities following the closing of the Business Combination,
including issuances of equity securities in connection with Suncrete’s acquisition strategy, may adversely affect the value of Suncrete’s
common stock and dilute its stockholders; |
| · | the risk that after consummation of the Business Combination, PubCo experiences difficulties managing
its growth and expanding operations; |
| · | challenges in implementing the business plan, due to lack of an operating history, operational challenges,
significant competition and regulation; and |
| · | those risk factors discussed in documents of PubCo, Haymaker or Suncrete filed, or to be filed, with the
SEC. |
The foregoing list of risk factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section Haymaker’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and the Registration Statement and proxy statement/prospectus
filed by PubCo and Suncrete, and other documents filed or to be filed by PubCo, Haymaker and Suncrete from time to time with the SEC.
These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. There may be additional risks that none of PubCo, Suncrete or Haymaker
presently know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation or intends to update
or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the parties or
any of their representatives gives any assurance that PubCo, Suncrete or Haymaker will achieve its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
|
Exhibit
Number |
Description |
| |
|
| 99.1 |
Investor Presentation, dated December 10, 2025 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Haymaker Acquisition Corp. 4 |
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| December 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 |
