STOCK TITAN

Suncrete (RMIX) holders report 34% Class A stake in Schedule 13D

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

Suncrete, Inc. investors led by SunTx and Ned N. Fleming III have disclosed a large ownership position in Class A Common Stock equivalent. The group reports beneficial ownership of 24,113,409 Class A-equivalent shares, representing 34.0% of the class, largely through convertible Class B shares and private warrants.

The stake arises from Suncrete’s April 8, 2026 business combination with Haymaker Acquisition Corp. 4, under which 20,914,609 Class B shares were issued to the reporting persons. Suncrete had 46,879,768 Class A shares outstanding as of April 8, 2026.

The investors hold registration rights for their securities and are subject to a lock-up under a Company Support Agreement, with 33.33% of their locked-up securities released after six months and another 33.33% after nine months. Private Warrants held by Dothan Independent allow purchases of Class A shares at $11.50 per share, exercisable from May 8, 2026 until April 8, 2031.

Positive

  • None.

Negative

  • None.
Beneficial ownership (Fleming group) 24,113,409 Class A-equivalent shares 34.0% of Class A Common Stock as disclosed in Item 13
Suncrete Class A shares outstanding 46,879,768 shares Shares of Class A Common Stock outstanding as of April 8, 2026
Dothan Concrete Investors stake 18,414,609 Class A-equivalent shares 28.2% of Class A Common Stock via convertible Class B shares
Dothan Independent / Dothan Sponsor stake 5,698,800 Class A-equivalent shares 10.8% of Class A Common Stock via Class B and Private Warrants
Private Warrants held 398,800 Private Warrants Warrants directly held by Dothan Independent
Warrant exercise price $11.50 per share Each Private Warrant entitles purchase of one Class A share at this price
Business combination issuance 20,914,609 Class B shares Issued to the reporting persons under the Business Combination Agreement
Additional Class B shares distributed 2,800,000 Class B shares Distributed by Haymaker Sponsor IV, LLC to Dothan Independent at closing
Schedule 13D regulatory
"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
beneficially own financial
"Each of Dothan Concrete Manager, SunTx Capital Management and Mr. Fleming may be deemed to beneficially own securities of the Issuer..."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Registration Rights Agreement regulatory
"entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which Dothan Independent and Dothan Concrete Investors were granted customary registration rights..."
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Private Warrants financial
"398,800 shares of Class A Common Stock issuable upon the exercise of private placement warrants ("Private Warrants") directly held by Dothan Independent."
Company Support Agreement regulatory
"Dothan Independent and Dothan Concrete Investors are party to a company equityholder support agreement (the "Company Support Agreement")..."
lock-up restrictions financial
"will be automatically released from the lock-up restrictions on the six month anniversary of the closing date..."
A lock-up restriction is a temporary rule that prevents company insiders, early investors and employees from selling their shares for a set period after a public offering. It matters to investors because it limits how many shares can enter the market immediately—like a cooling-off period after a big sale—and when the restriction ends a large increase in available shares can put downward pressure on the stock price or reveal insiders’ confidence in the company.





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).




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SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to Items 8, 10 and 11, represents shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of Suncrete Inc. (the "Issuer") issuable upon the conversion of shares of Class B Common Stock, par value $0.0001 per share, of the Issuer ("Class B Common Stock") directly held by Dothan Concrete Investors, LLC ("Dothan Concrete Investors"). In reference to Item 13, based on (a) 46,879,768 shares of Class A Common Stock outstanding as of April 8, 2026 and (b) an aggregate of 18,414,609 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by Dothan Concrete Investors within sixty (60) days of this Schedule 13D.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to Items 8, 10 and 11 represents (i) 18,414,609 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Dothan Concrete Investors, (ii) 5,300,000 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Dothan Independent GP, LP ("Dothan Independent") and (iii) 398,800 shares of Class A Common Stock issuable upon the exercise of private placement warrants ("Private Warrants") directly held by Dothan Independent. In reference to Item 13, based on (a) 46,879,768 shares of Class A Common Stock outstanding as of April 8, 2026 and (b) an aggregate of 24,113,409 shares of Class A Common Stock issuable upon the conversion or exercise of shares of Class B Common Stock or Private Warrants, respectively, by certain of the Reporting Persons (as defined herein) within sixty (60) days of this Schedule 13D.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to Items 8, 10 and 11, represents (i) 5,300,000 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Dothan Independent and (ii) 398,800 shares of Class A Common Stock issuable upon the exercise of Private Warrants directly held by Dothan Independent. In reference to Item 13, based on (a) 46,879,768 shares of Class A Common Stock outstanding as of April 8, 2026 and (b) an aggregate of 5,698,800 shares of Class A Common Stock issuable upon the conversion or exercise of shares of Class B Common Stock or Private Warrants, respectively, by Dothan Independent within sixty (60) days of this Schedule 13D.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to Items 8, 10 and 11, represents (i) 5,300,000 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Dothan Independent and (ii) 398,800 shares of Class A Common Stock issuable upon the exercise of Private Warrants directly held by Dothan Independent. In reference to Item 13, based on (a) 46,879,768 shares of Class A Common Stock outstanding as of April 8, 2026 and (b) an aggregate of 5,698,800 shares of Class A Common Stock issuable upon the conversion or exercise of shares of Class B Common Stock or Private Warrants, respectively, by Dothan Independent within sixty (60) days of this Schedule 13D.


SCHEDULE 13D




Comment for Type of Reporting Person:
With respect to Items 8, 10 and 11, represents shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Dothan Concrete Investors. In reference to Item 13, based on (a) 46,879,768 shares of Class A Common Stock outstanding as of April 8, 2026 and (b) an aggregate of 18,414,609 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by Dothan Concrete Investors within sixty (60) days of this Schedule 13D.


SCHEDULE 13D




Comment for Type of Reporting Person:
In reference to Items 8, 10 and 11, represents shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock directly held by Dothan Concrete Investors. In reference to Item 13, based on (a) 46,879,768 shares of Class A Common Stock outstanding as of April 8, 2026 and (b) an aggregate of 18,414,609 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock by Dothan Concrete Investors within sixty (60) days of this Schedule 13D.


SCHEDULE 13D


SunTx Capital Management Corp.
Signature:/s/ Ned N. Fleming, III
Name/Title:Ned N. Fleming, III, Director
Date:04/15/2026
Ned N. Fleming, III
Signature:/s/ Ned N. Fleming, III
Name/Title:Ned N. Fleming, III
Date:04/15/2026
Dothan Independent GP, LP
Signature:/s/ Ned N. Fleming, III
Name/Title:By: Dothan Sponsor, LLC, its general partner, Name: /s/ Ned N. Fleming, III, Manager
Date:04/15/2026
Dothan Sponsor, LLC
Signature:/s/ Ned N. Fleming, III
Name/Title:Ned N. Fleming, III, Manager
Date:04/15/2026
Dothan Concrete Investors, LLC
Signature:/s/ Ned N. Fleming
Name/Title:By: Dothan Concrete Manager, LLC, its manager, By: SunTx Capital Management Corp., its manager, Name: /s/ Ned N. Fleming, III, Director
Date:04/15/2026
Dothan Concrete Manager, LLC
Signature:/s/ Ned N. Fleming
Name/Title:By: SunTx Capital Management Corp., its manager, Name: /s/ Ned N. Fleming, III, Director
Date:04/15/2026

FAQ

What ownership stake in Suncrete (RMIX) is reported in this Schedule 13D?

The reporting group discloses beneficial ownership of 24,113,409 Class A-equivalent shares, representing 34.0% of Suncrete’s Class A Common Stock. This position is mainly held through convertible Class B shares and private warrants acquired in the April 8, 2026 business combination.

How many Suncrete (RMIX) shares are outstanding as of April 8, 2026?

Suncrete has 46,879,768 shares of Class A Common Stock outstanding as of April 8, 2026. The reported 24,113,409 Class A-equivalent shares are measured against this base to calculate the 34.0% beneficial ownership disclosed by the reporting persons.

Who are the main reporting persons in the Suncrete (RMIX) Schedule 13D?

The Schedule 13D is jointly filed by SunTx Capital Management Corp., Ned N. Fleming III, Dothan Independent GP, LP, Dothan Sponsor, LLC, Dothan Concrete Investors, LLC, and Dothan Concrete Manager, LLC, which together report significant beneficial ownership of Suncrete Class A-equivalent shares.

How did the Suncrete (RMIX) reporting holders acquire their position?

Their ownership primarily comes from Suncrete’s April 8, 2026 business combination with Haymaker Acquisition Corp. 4. An aggregate 20,914,609 shares of Class B Common Stock and 398,800 Private Warrants were issued or assumed under the Business Combination Agreement and related sponsor distributions.

What are the key terms of the Suncrete (RMIX) Private Warrants?

Each Private Warrant allows the holder to purchase one share of Suncrete Class A Common Stock at an exercise price of $11.50 per share. The Private Warrants become exercisable on May 8, 2026 and expire on April 8, 2031, unless earlier redeemed or upon liquidation.

What lock-up restrictions affect the Suncrete (RMIX) reporting holders?

Under a Company Support Agreement, Dothan Independent and Dothan Concrete Investors agree not to transfer specified Suncrete securities for up to one year from the business combination closing. However, 33.33% of their lock-up securities are released after six months, and another 33.33% after nine months.