| | On April 8, 2026 (the "Closing Date"), the Issuer consummated its previously announced business combination (the "Closing") pursuant to that certain Business Combination Agreement, dated October 9, 2025 (the "Business Combination Agreement"), by and among Suncrete, Inc. ("PubCo"), Haymaker Acquisition Corp. 4, a Cayman Islands exempted company ("Haymaker" or "SPAC"), 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 Concrete Partners Holding, LLC, a Delaware limited liability company ("Suncrete").
Immediately prior to the Closing, on April 8, 2026, Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticated into the State of Delaware (the "Domestication" and the time at which the Domestication became effective, the "Domestication Effective Time"). At the Domestication Effective Time (a) each SPAC Class A Ordinary Share that was issued and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share of Class A Common Stock of the post-Domestication SPAC, par value $0.0001 per share ("SPAC Class A Common Stock"), (b) each Class B Ordinary Share of Haymaker, par value $0.0001 per share, that was issued and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share of Class B Common Stock of the post-Domestication SPAC, par value $0.0001 per share ("SPAC Class B Common Stock"), and (c) each then-issued and outstanding private warrant to purchase SPAC Class A Ordinary Shares prior to the Domestication converted automatically, on a one-for-one basis, into one private warrant to purchase SPAC Class A Common Stock (a "SPAC Private Warrant").
On April 8, 2026, immediately following the Domestication, Merger Sub I merged with and into Haymaker (the "Initial Merger"), with Haymaker surviving the Initial Merger as a wholly owned subsidiary of PubCo (the time at which the Initial Merger became effective, the "Initial Merger Effective Time"). At the Initial Merger Effective Time, among other things, (a) Sponsor distributed 2,800,000 shares of SPAC Class A Common Stock (the "Dothan Founder Shares") and 398,800 SPAC Private Warrants to Dothan Independent GP, LP ("Dothan Independent"), (b) each share of SPAC Class A Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time was canceled and converted into one share of Class A Common Stock of PubCo, par value $0.0001 per share ("Company Class A Common Stock"), (c) each share of SPAC Class B Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time was canceled and converted into one share of Class B Common Stock of PubCo, par value $0.0001 per share ("Company Class B Common Stock" and, together with the PubCo Class A Common Stock, the "Company Common Stock") and (d) each then-outstanding SPAC Private Warrant was automatically assumed and converted into a private warrant to purchase one share of Company Class A Common Stock ("Company Warrants").
On April 8, 2026, immediately following the Initial Merger, Merger Sub II merged with and into Suncrete (the "Acquisition Merger" and, together with the Initial Merger, the "Mergers", and together with the Domestication, the Warrant Redemption and all other transactions contemplated by the Business Combination Agreement, the "Business Combination" and the time at which the Acquisition Merger became effective, the "Acquisition Merger Effective Time"), with Suncrete surviving the Acquisition Merger as a wholly owned subsidiary of PubCo. At the Acquisition Merger Effective Time, among other things, (a) each share of Company Class B Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time (other than the Dothan Founder Shares) was converted into and exchanged, on a one-for-one basis, into one share of Company Class A Common Stock, (b) PubCo issued 14,117,894 shares of Company Class A Common Stock to members of Suncrete, (c) PubCo issued 3,481,776 shares of restricted Company Class A Common Stock upon the cancelation and conversion of the incentive units granted to management of Suncrete ("Rollover Equity Awards"), (d) PubCo issued 18,414,609 shares of Company Class B Common Stock to members of Suncrete, and (e) PubCo issued 2,500,000 shares of Company Class B Common Stock to Dothan Independent. PubCo also issued to the Sponsor 179,227 shares of Company Class A Common Stock upon conversion and satisfaction of certain promissory notes previously issued by the SPAC to the Sponsor.
General
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Subject to applicable law, any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Subject to applicable law, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions, including pursuant to registered transactions pursuant to the A&R Registration Rights Agreement. In addition, the Reporting Persons and their representative(s) to the Issuer's board of directors may engage in discussions with management, the Issuer's board of directors, and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Issuer's securities; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. There can be no assurance, however, that any Reporting Person will propose such a transaction or that any such transaction would be successfully implemented.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j)?of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. |
