Suncrete, Inc. 8-K

What Happened

• Suncrete, Inc. (RMIX) disclosed in an 8‑K that on March 26, 2026 PubCo (the public merger entity) entered a Securities Exchange Agreement to issue 26,000 shares of Series A Convertible Perpetual Preferred Stock in exchange for holders’ Senior Preferred Units.
• The Exchange is scheduled to occur automatically immediately prior to the closing of the Acquisition Merger with Haymaker Acquisition Corp. 4, and follows acceptance by the Delaware Secretary of State of the Certificate of Designation. The Exchange is conditioned on Available Cash being less than $250.0 million at closing.

Key Details

• 26,000 shares of Series A Convertible Perpetual Preferred Stock to be issued in the Exchange.
• Series A accrues dividends at 9.0% per year, compounded quarterly.
• Liquidation preference: $1,000 per share plus accrued unpaid dividends.
• Conversion: holders may convert each preferred share into PubCo Class A common stock at the greater of $18.00 per share or the 5‑day VWAP before conversion.
• PubCo may redeem preferred shares (pro rata) after issuance by paying the liquidation preference plus accrued dividends.
• The Exchange Agreement and Certificate of Designation are filed as Exhibits 99.1 and 99.2 to the 8‑K.

Why It Matters

• This transaction replaces existing Senior Preferred Units with a formal series of preferred stock that carries a specified dividend, liquidation priority and conversion terms, which affects the capital structure ahead of the planned SPAC merger.
• Investors should note the 9% dividend accrual, $1,000 liquidation preference per share, and the conversion floor ($18 or 5‑day VWAP), as these terms determine potential dilution, payout priority and cash/redemption obligations tied to the closing conditions.