Haymaker Acquisition Corp. 4 8-K

What Happened

• Haymaker Acquisition Corp. 4 (Haymaker) disclosed that it entered into a business combination agreement involving PubCo (Suncrete, Inc. as the public company) and Concrete Partners Holding, LLC (Suncrete). In connection with the deal, Haymaker and PubCo arranged PIPE subscription commitments totaling about $105.5 million (approximately $82.5M committed Oct 9, 2025 and an additional $23M committed Jan 30, 2026). The PIPE securities will be issued in reliance on exemptions from registration under the Securities Act.
• The company also reported that on February 1, 2026, Steven J. Heyer was removed as President and as a member of Haymaker’s board; the filing states his departure was not due to any disagreement with the company over operations, policies or practices. PubCo and Suncrete have filed a Form S-4 registration statement that includes the proxy statement/prospectus for the shareholder vote on the business combination.

Key Details

• PIPE commitments: ~ $82.5M (Oct 9, 2025) + $23M (Jan 30, 2026) = ~ $105.5M total.
• Securities issued in the PIPE rely on Section 4(a)(2) and/or Regulation D exemptions (unregistered).
• Corporate change: Steven J. Heyer removed as President and director effective Feb 1, 2026; filing says not due to a disagreement.
• Regulatory milestone: PubCo and Suncrete filed a Form S-4; the definitive proxy/prospectus will be mailed to Haymaker shareholders after the S-4 is declared effective.

Why It Matters

• The PIPE funding provides committed capital (about $105.5M) to support the planned business combination, which is a key financing element for the transaction to close. The securities are unregistered and were sold to accredited investors and qualified institutional buyers under private placement exemptions.
• Management change (removal of the President and director) is material for governance and investor oversight; the company specifically disclaims any operational disagreement as the cause. Shareholders will vote on the business combination after they receive the proxy statement/prospectus included in the S-4.
• The filing emphasizes risks and contingencies: the combination and PIPE may not close, closing conditions and shareholder approvals are required, redemptions by public shareholders could affect the post‑transaction public float and liquidity, and other typical post‑closing risks (listing, costs, operations) may apply. Investors should read the S-4 proxy/prospectus and other SEC filings for full details before making decisions.