Suncrete, INC. 425 Filing

Key Financial Figures

• $0.0001 — le Perpetual Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stoc
• $250.0 million — ess Combination Agreement) is less than $250.0 million. The voting powers, designations, pref
• $1,000.00 — A Preferred Stock is an amount equal to $1,000.00 per share plus all accrued and unpaid d
• $18.00 — ss A Common Stock at the greater of (i) $18.00 per share of PubCo Class A Common Stock
• $105.5 million — gate commitment amount of approximately $105.5 million in shares of PubCo Class A Common Stock
• $61.6 m — IPE Investor for a commitment amount of $61.6 million, bringing the aggregate total sub
• $167.1 million — iption amount of the PIPE Investment to $167.1 million. Haymaker and PubCo have also agreed to

Filing Documents

• tm2610995d1_8k.htm (425) — 47KB
• tm2610995d1_ex99-1.htm (EX-99.1) — 73KB
• tm2610995d1_ex99-2.htm (EX-99.2) — 70KB
• tm2610995d1_ex99-3.htm (EX-99.3) — 278KB
• 0001104659-26-038777.txt ( ) — 470KB

01

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 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 Preferre

02

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.

01

Item 7.01 Regulation FD Disclosure. The information set forth above in Item 1.01 and

02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01

Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01. Haymaker has determined to postpone the date of its special meeting of warrantholders to be held in connection with the Business Combination (the "Warrantholder Meeting") from March 30, 2026 to April 2, 2026. As a result of this change, the Warrantholder Meeting will now be held at 9:00 a.m. New York Time on April 2, 2026, or such other date and at such other place to which the Warrantholder Meeting may be postponed or adjourned. Haymaker has determined to postpone the date of its extraordinary general meeting of shareholders to be held in connection with the Business Combination (the "Shareholder Meeting") from March 30, 2026 to April 2, 2026. As a result of this change, the Shareholder Meeting will now be held at 10:00 a.m. New York Time on April 2, 2026, or such other date and at such other place to which the Warrantholder Meeting may be postponed or adjourned. As a result of the postponement, the previously disclosed deadline of March 26, 2026 for delivery of redemption requests has been extended to April 1, 2026. Shareholders who wish to withdraw their previously submitted redemption requests may ask to do so prior to the postponed meeting by directly contacting and requesting that Continental Stock Transfer and Trust Company, the Company's transfer agent, return such shares by 5:00 p.m. New York Time on April 1, 2026. Shareholders who do not wish to withdraw their previously submitted redemption requests need not take any further action. Additional Information and Where To Find It In connection with the Business Combination, PubCo and Suncrete have filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (the "Registration Statement"), which includes a proxy statement with respect to Haymaker's shareholder meeting to vote on the Business Combination and a prospectus with respect to PubCo's securities to be

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Exchange Agreement. 99.2 Certificate of Designation. 99.3 New Subscription Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. Suncrete, Inc. April 2, 2026 By: /s/ Christopher Bradley Name: Christopher Bradley Title: Vice President

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