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Suncrete sponsor distributes 3.56M shares to members

Members that received RMIX securities agreed to Sponsor Support Agreement transfer restrictions on the securities distributed to them.

(Moderate)

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Suncrete, Inc. (RMIX) reports that Haymaker Sponsor IV LLC distributed all Suncrete securities it held on October 8, 2026: 3,564,267 shares of Class A common stock and 75,000 private placement warrants. The securities went to its members pro rata for no consideration, leaving the sponsor with no issuer securities.

Afterward, Andrew R. Heyer, a Suncrete director and sponsor managing member, reported beneficial ownership of 1,363,167 shares (2.8%), including 15,645 shares issuable upon exercise of warrants held by Heyer Investment Management, LLC. Steven J. Heyer, a sponsor managing member, reported beneficial ownership of 309,774 shares (0.6%), including shares held by a trust for which he is a trustee; he disclaims beneficial ownership of those trust securities except to the extent of his pecuniary interest. Each reporting person ceased to be a beneficial owner of more than 5%.

Filing Explained

The amendment adds that recipients of the sponsor’s October 8 distribution, including Andrew and Steven Heyer, joined the Sponsor Support Agreement and agreed to its transfer restrictions for the securities received, so their post-distribution holdings are subject to those contractual transfer terms.

Class A common shares distributed 3,564,267 shares Distributed by Haymaker Sponsor IV LLC on October 8, 2026, for no consideration
Private placement warrants distributed 75,000 warrants Distributed by Haymaker Sponsor IV LLC on October 8, 2026
Beneficial ownership — Andrew R. Heyer 1,363,167 shares Reported after the distribution; includes 15,645 shares issuable upon warrant exercise
Beneficial ownership percentage — Andrew R. Heyer 2.8% Reported after the distribution
Beneficial ownership — Steven J. Heyer 309,774 shares Reported after the distribution; includes shares held by a trust for which he is a trustee
Beneficial ownership percentage — Steven J. Heyer 0.6% Reported after the distribution
Class A common shares outstanding 49,339,225 shares As of August 10, 2026
pro rata financial
"to its members on a pro rata basis for no consideration"
Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.
Private Placement Warrants financial
"75,000 Private Placement Warrants of the Issuer"
Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.
beneficial ownership regulatory
"beneficial ownership of more than five percent of the Class A Common Stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
restricted stock units financial
"200,000 restricted stock units that do not vest within 60 days"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
transfer restrictions regulatory
"agreed to be subject to the transfer restrictions set forth in the Sponsor Support Agreement"
Transfer restrictions are legal or contractual limits that prevent or delay selling, gifting, or otherwise moving ownership of a security. Think of them like a temporary lock on a share that can be imposed by law, a contract, or a registrar: they matter to investors because they reduce liquidity, can delay when holders can realize cash, and often affect a security’s market value and attractiveness to buyers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Haymaker Sponsor IV distribute in the RMIX transaction?

On October 8, 2026, Haymaker Sponsor IV LLC distributed 3,564,267 shares of Class A common stock and 75,000 private placement warrants to its members pro rata for no consideration. The distribution covered all Suncrete securities held by the sponsor.

How many RMIX shares did Andrew and Steven J. Heyer beneficially own afterward?

Andrew R. Heyer reported beneficial ownership of 1,363,167 shares (2.8%), including 15,645 shares issuable upon exercise of private placement warrants held by Heyer Investment Management, LLC. Steven J. Heyer reported 309,774 shares (0.6%), including shares held by a trust for which he is a trustee; he disclaims beneficial ownership of those trust securities except to the extent of his pecuniary interest.

Which agreement governs transfer restrictions on securities distributed by Haymaker Sponsor IV?

Members receiving securities, including Andrew R. Heyer, Heyer Investment Management, LLC, and Steven J. Heyer, entered into joinders to the Sponsor Support Agreement. They agreed to be subject to its transfer restrictions for the securities they received in the distribution.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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86723E104

(CUSIP Number)
Andrew R. Heyer
515 North Flagler Drive, Suite 350
West Palm Beach, FL, 33401
(929) 280-1912

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
10/08/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
Note to row 11: Consists of (i) 1,123,670 shares of Class A Common Stock received by Mr. Heyer in the Distribution (as defined herein); (ii) 48,000 restricted shares of Class A Common Stock held directly by Mr. Heyer; and (iii) (a) 175,852 shares of Class A Common Stock and (b) 15,645 shares of Class A Common Stock issuable upon exercise of private placement warrants, in each case, held by Heyer Investment Management, LLC, of which Mr. Heyer is the managing member and over which he has voting and dispositive power. Note to row 12: The aggregate amount reported in Row 11 excludes (i) (a) 45,266 shares of Class A Common Stock and (b) 2,608 shares issuable upon exercise of private placement warrants, in each case, held by the Mindy B Heyer 2023 Grantor Retained Annuity Trust, of which Mr. Heyer's spouse is the sole trustee, and (ii) 8,136 shares of Class A Common Stock held directly by Mr. Heyer's spouse. Mr. Heyer does not have voting or dispositive power over such securities and disclaims beneficial ownership thereof, and the filing of this statement shall not be construed as an admission that Mr. Heyer is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of such securities. The aggregate amount reported also excludes 200,000 restricted stock units that do not vest within 60 days of the date hereof. Note to row 13: Percentage based on 49,339,225 shares of Class A Common Stock outstanding as of August 10, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as filed with the U.S. Securities and Exchange Commission on August 14, 2026, plus 15,645 shares of Class A Common Stock issuable upon exercise of the private placement warrants held by Heyer Investment Management, LLC.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to row 11: Consists of (i) 130,794 shares of Class A Common Stock held directly by Steven J. Heyer and received in the Distribution and (ii) 178,980 shares of Class A Common Stock received in the Distribution by The David H Heyer 2013 Trust, of which Mr. Heyer is [a co-]trustee. Mr. Heyer may be deemed to share beneficial ownership of the securities held by The David H Heyer 2013 Trust. Mr. Heyer disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the filing of this statement shall not be construed as an admission that Mr. Heyer is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of such securities. Note to row 13: Percentage based on 49,339,225 shares of Class A Common Stock outstanding as of August 10, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as filed with the SEC on August 14, 2026.


SCHEDULE 13D


Haymaker Sponsor IV LLC
Signature:/s/ Andrew R. Heyer
Name/Title:Andrew R. Heyer, Managing Member
Date:10/13/2026
Andrew R. Heyer
Signature:/s/ Andrew R. Heyer
Name/Title:Andrew R. Heyer
Date:10/13/2026
Steven Heyer
Signature:/s/ Andrew R. Heyer
Name/Title:/s/ Kate Mandrell, as conservator for Steven Heyer
Date:10/13/2026

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