Suncrete, Inc.
Items (4)
Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on October 9, 2025, Haymaker Acquisition Corp. 4 (“ Haymaker”), Suncrete, Inc. (“ PubCo”), Concrete Partners Holding, LLC (“ Suncrete”) and the other parties signatory thereto, entered into a Business Combination Agreement (the “ Business Combination Agreement”) with respect to a business combination between Haymaker, PubCo and Suncrete (the “ Business Combination”). On March 26, 2026, PubCo entered into a Securities Exchange Agreement (the “ Exchange Agreement”) with holders of Suncrete’s Senior Preferred Units (the “ Senior Preferred Units”), pursuant to which PubCo agreed to issue an aggregate of 26,000 shares of Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “ Series A Preferred Stock”), to such Senior Preferred Unit holders in exchange for their Senior Preferred Units (the “ Exchange”). The Exchange will occur automatically immediately prior to the closing of the Acquisition Merger (as defined in the Business Combination Agreement), following the acceptance by the Secretary of State of the State of Delaware of the Certificate of Designation for the Series A Convertible Perpetual Preferred Stock (the Certificate of Designation”). The obligations of each of the parties to consummate the Exchange is subject to condition that as of the closing of the Exchange, the Available Cash (as such term is defined in the Business Combination Agreement) is less than $250.0 million. The voting powers, designations, preferences, limitations, restrictions and relative rights of the Series A Preferred Stock are set forth in the form of Certificate of Designation. The Series A Preferred Stock initially accrues dividends at an annual rate of 9.0%, compounded quarterly. The liquidation preference of each share of Series A Preferred Stock is an amount equal to $1,000.00 per share plus all accrued and unpaid dividends thereon (the “ Liquidation Preference”). The Series A Preferred Stock is convertible, at the option of the holder, into shares of PubCo Class A Common Stock at the greater of (i) $18.00 per share of PubCo Class A Common Stock and (ii) the per share volume-weighted average price for the five consecutive trading days ending on and including the trading day immediately preceding the date of conversion. In addition, at any time and from time to time on or after the Original Issuance Date (as defined in the Certificate of Designation), PubCo may, at its option, redeem any or all of the outstanding shares of Series A Preferred Stock on a pro rata basis by paying the holders an amount in cash equal to the Liquidation Preference per share on the date fixed for redemption plus accrued and unpaid dividends thereon. The foregoing descriptions of the Exchange Agreement and the Certificate of Designation do not purport to be complete and are qualified in their entirety by reference to the full text of the forms thereof, which are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities. The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. In connection with the Business Combination, Haymaker and PubCo previously entered into subscription agreements with certain accredited investors and qualified institutional buyers (collectively, the “ PIPE Investors”) for an aggregate commitment amount of approximately $105.5 million in shares of PubCo Class A Common Stock and, in certain circumstances, Pre-Funded Common Stock Purchase Warrants to purchase PubCo Class A Common Stock (the “ PIPE Investment”). On March 27, 2026, Haymaker and PubCo entered into a subscription agreement (the “ New Subscription Agreement”) with an additional PIPE Investor for a commitment amount of $61.6 million, bringing the aggregate total subscription amount of the PIPE Investment to $167.1 million. Haymaker and PubCo have also agreed to afford the existing PIPE Investors the benefit of the additional rights set forth in the New Subscription Agreement. The foregoing description of the New Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form thereof, which is attached hereto as Exhibit 99.3. The Series A Preferred Stock and the securities issuable in connection with the PIPE Investment will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure. The information set forth above in Item 1.01 and
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description Number ────────────────────────────────────────────────────────────────── 99.1 Exchange Agreement. 99.2 Certificate of Designation. 99.3 New Subscription Agreement. 104 Cover Page Interactive Data File (embedded within SIGNATURE