As filed with the Securities and Exchange Commission on February 4, 2026

Registration No. 333-291473​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Suncrete, Inc.

(Exact Name of Registrant as Specified in Its Charter)

For co-registrants, see “Table of Co-Registrants” on the following page.

324 Royal Palm Way, Suite 300-I
Palm Beach, Florida 33480
(212) 616-9600

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

c/o Haymaker Acquisition Corp. 4
324 Royal Palm Way, Suite 300-I
Palm Beach, Florida 33480
(212) 616-9600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:   ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)    ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

TABLE OF CO-REGISTRANTS

(1)

The Co-Registrant has the following principal executive office:

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Concrete Partners Holding, LLC
817 E. 4th Street
Tulsa, OK 74120
(918) 355-5700

(2)

The agent for service for the Co-Registrant is:

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Randall Edgar
Chief Executive Officer
Concrete Partners Holding, LLC
817 E. 4th Street
Tulsa, OK 74120
(918) 355-5700

 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/​prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION,
DATED FEBRUARY 4, 2026

PROXY STATEMENT
FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
AND
SPECIAL MEETING OF PUBLIC WARRANT HOLDERS
OF
HAYMAKER ACQUISITION CORP. 4
(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR
47,156,125 SHARES OF CLASS A COMMON STOCK
AND
24,055,758 SHARES OF CLASS B COMMON STOCK
AND
SHARES OF CLASS A COMMON STOCK ISSUABLE
UPON CONVERSION OF CLASS B COMMON STOCK
AND
11,898,800 WARRANTS
AND
11,898,800 SHARES OF CLASS A COMMON STOCK
ISSUABLE UPON EXERCISE OF WARRANTS
OF
SUNCRETE, INC.
(AFTER THE MERGERS DESCRIBED HEREIN)

The board of directors of Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or the “SPAC”), has unanimously approved the Business Combination Agreement, dated as of October 9, 2025 (the “Business Combination Agreement”), by and among Haymaker, Suncrete, Inc., a Delaware corporation and direct wholly owned subsidiary of Haymaker (“New Suncrete” or “PubCo”), Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub I”), Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of PubCo (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“Suncrete”), a copy of which is attached to this proxy statement/prospectus as Annex A.

Pursuant to the Business Combination Agreement, the business combination will be effected in three steps. Subject to the approval and adoption of the Business Combination Agreement by the shareholders of SPAC, on the date of the consummation of the Business Combination (the “Closing Date”): (a) SPAC will transfer by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticate into the State of Delaware (the “Domestication” and the time at which the Domestication becomes effective, the “Domestication Effective Time”); (b) immediately following the Domestication, Merger Sub I will merge with and into SPAC (the “Initial Merger”), with SPAC surviving the Initial Merger as a wholly owned subsidiary of PubCo (SPAC, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to herein as the “Surviving Corporation,” and the time at which the Initial Merger becomes effective, the “Initial Merger Effective Time”); and (c) immediately following the Initial Merger, Merger Sub II will merge with and into Suncrete (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and together with the Domestication and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Suncrete surviving the Acquisition Merger as a wholly owned subsidiary of New Suncrete.

In connection with the Domestication, SPAC will transfer by way of continuation out of its jurisdiction of incorporation from the Cayman Islands into the State of Delaware by (i) deregistering as a Cayman Islands exempted company with the Registrar of Companies of the Cayman Islands and (ii) continuing and domesticating as a Delaware corporation.

At the Domestication Effective Time, by virtue of the Domestication and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each Class B Ordinary Share of SPAC, par value $0.0001 per share (“SPAC Class B Ordinary Share”), that is issued and outstanding immediately prior to the Domestication Effective Time will convert automatically, on a one-for-one basis, into a share of Class B Common Stock of the post-Domestication SPAC, par value $0.0001 per share (“SPAC Class B Common Stock”);

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(b)

each Class A Ordinary Share of SPAC, par value $0.0001 per share (“SPAC Class A Ordinary Share”), that is then-issued and outstanding will convert automatically, on a one-for-one basis, into a share of Class A Common Stock of the post-Domestication SPAC, par value $0.0001 per share (“SPAC Class A Common Stock”);

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(c)

each unit of the SPAC prior to the Domestication, each such unit comprised of one SPAC Class A Ordinary Share and one-half of one SPAC Cayman Warrant (as defined below) (a “SPAC Cayman Unit”) that is then issued and outstanding will convert automatically, on a one-for-one basis, into a unit of the SPAC following the Domestication, each such unit comprised of one share of SPAC Class A Common Stock and one-half of one SPAC Delaware Warrant (as defined below) (a “SPAC Delaware Unit”); and

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(d)

each then issued and outstanding warrant to purchase SPAC Class A Ordinary Shares prior to the Domestication (a “SPAC Cayman Warrant”) will convert automatically, on a one-for-one basis, into one warrant to purchase SPAC Class A Common Stock (a “SPAC Delaware Warrant”), pursuant to and in accordance with that certain warrant agreement, dated July 25, 2023, between SPAC and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

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At the Initial Merger Effective Time, by virtue of the Initial Merger and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each share of Common Stock of Merger Sub I, par value $0.0001 per share, issued and outstanding immediately prior to the Initial Merger Effective Time will be redeemed for par value;

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(b)

each share of SPAC Class A Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time will be canceled and converted into one share of Class A Common Stock of PubCo, par value $0.0001 per share (“PubCo Class A Common Stock”);

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(c)

each share of SPAC Class B Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time will be canceled and converted into one share of Class B Common Stock of PubCo, par value $0.0001 per share (“PubCo Class B Common Stock” and, together with the PubCo Class A Common Stock, the “PubCo Common Stock”);

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(d)

each then-outstanding and unexercised SPAC Delaware Warrant will automatically be assumed and converted into a warrant to acquire one share of PubCo Class A Common Stock, subject to the same terms and conditions applicable to the corresponding former SPAC Cayman Warrant immediately prior to the Initial Merger Effective Time (each such resulting warrant, an “Assumed SPAC Warrant”); and

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(e)

each SPAC Delaware Unit issued and outstanding immediately prior to the Initial Merger Effective Time will be detached into one share of PubCo Class A Common Stock and one-half of one Assumed SPAC Warrant.

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Prior to the Acquisition Merger Effective Time, Concrete Management MEP, LLC (“Management Aggregator”) will distribute to its members, in redemption and cancellation of such members’ limited liability company interests in Management Aggregator, the Company Incentive Units, as defined in Suncrete’s existing Amended and Restated Limited Liability Company Agreement (as amended, the “Company LLC Agreement”), corresponding to such redeemed interests (the “Management Aggregator Distribution”).

At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each Common Unit of Suncrete (each, a “Company Common Unit”) (other than any Company Incentive Units) issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive, in the aggregate, shares of PubCo Class B Common Stock and PubCo Class A Common Stock, as applicable, equal to the Company Common Unit Exchange Ratio (as defined in the Business Combination Agreement);

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(b)

each Preferred Unit of Suncrete (each, a “Company Preferred Unit”) issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive shares of PubCo Class B Common Stock and PubCo Class A Common Stock, as applicable, equal to Company Preferred Unit Exchange Ratio (as defined in the Business Combination Agreement);

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(c)

each Senior Preferred Unit of Suncrete (“Company Senior Preferred Unit”) issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive a cash payment in the amount equal to the Unreturned Senior Preferred Contribution (as defined in the Company LLC Agreement) with respect to such Company Senior Preferred Unit, calculated in accordance with the terms set forth in the Company LLC Agreement;

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(d)

each Company Incentive Unit issued and outstanding immediately prior to the Acquisition Merger Effective Time will be automatically cancelled and converted into the right to receive a number of restricted shares of PubCo Class A Common Stock equal to the Company Incentive Unit Share Consideration (as defined in the Business Combination Agreement) with respect to such Company Incentive Unit (each, a “Rollover Equity Award”); provided, that each holder of a Rollover Equity Award will enter into a side letter agreement at the Acquisition Merger Effective Time pursuant to which each such holder will agree that their Rollover Equity Award will be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to such Company Incentive Unit immediately prior to the Acquisition Merger Effective Time;

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(e)

each Company Unit held in treasury of Suncrete as of immediately prior to the Acquisition Merger Effective Time will thereupon be cancelled without any conversion thereof and no payment or distribution will be made within respect thereto;

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(f)

each share of PubCo Class B Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time will be converted into and exchanged, on a one-for-one basis, into one share of PubCo Class A Common Stock (subject to clause (h) below);

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(g)

each Unit of Merger Sub II issued and outstanding immediately prior to the Acquisition Merger Effective Time will be converted into and exchanged for one validly issued, fully paid and non-assessable unit of Suncrete;

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(h)

upon distribution by Haymaker Sponsor IV, LLC (the “Sponsor”) of the Dothan Founder Shares (as defined below) (together with the Dothan Assumed Warrants (as defined below), such distribution, the “Sponsor Distribution”) to Dothan Independent GP, LP, an affiliate of Suncrete (“Dothan Independent”), each Dothan Founder Share will be converted into and exchanged, on a one-for-one basis, into one share of PubCo Class B Common Stock; and

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(i)

subject to the receipt by Suncrete prior to the Acquisition Merger Effective Time of the necessary waivers, approvals, consents or authorizations and the satisfaction of certain contractual requirements, PubCo will issue 2,500,000 shares of PubCo Class B Common Stock to Dothan Independent.

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In addition, immediately prior to the Domestication Effective Time, SPAC will redeem all of the issued and outstanding SPAC Public Warrants at $1.00 per SPAC Public Warrant (the “Warrant Redemption”), which redemption will be effected by SPAC by way of an amendment to the Warrant Agreement if the proposal to effectuate such amendment is approved by the requisite holders of the then-outstanding SPAC Cayman Warrants (“SPAC Warrantholders”).

This proxy statement/prospectus covers 83,110,683 shares of PubCo Class A Common Stock, 24,055,758 shares of Class B Common Stock and up to 11,898,800 Assumed SPAC Warrants. The number of shares of PubCo Class A Common Stock and PubCo Class B Common Stock that this proxy statement/prospectus covers represents the maximum number of shares that may be issued to holders of Suncrete equity interests in connection with the Acquisition Merger (as more fully described in this proxy statement/prospectus), together with the shares issued or issuable to the existing holders of SPAC Class A Ordinary Shares, SPAC Class B Ordinary Shares, SPAC Cayman Warrants, and SPAC Units in connection with the Domestication and the Initial Merger, shares issuable upon exercise of the Assumed SPAC Warrants and shares issuable upon the conversion of PubCo Class B Common Stock.

The SPAC Units, SPAC Class A Ordinary Shares and SPAC Public Warrants are currently listed on the NYSE under the symbols “HYAC.U”, “HYAC” and “HYAC.WS”, respectively. The parties anticipate that, following the Business Combination, the PubCo Class A Common Stock and Assumed SPAC Warrants will be listed on The Nasdaq Global Select Market under the symbols “RMIX” and “RMIX.W”, respectively, and the SPAC Units, SPAC Class A Ordinary Shares, and SPAC Public Warrants will cease trading on the NYSE and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) upon the consummation of the Initial Merger.

After the completion of the Business Combination, New Suncrete will be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market, LLC (“Nasdaq”). As a controlled company, New Suncrete will be exempt from certain Nasdaq governance requirements that would otherwise apply to the composition and function of the New Suncrete Board. As a result, (i) the New Suncrete Board will not have a majority of independent directors, (ii) the compensation of New Suncrete’s executive officers will not be determined by a majority of the independent directors or a committee of independent directors, and (iii) director nominees will not be selected or recommended by a majority of the independent directors or a committee of independent directors.

For at least some period following the closing of the Business Combination, New Suncrete intends to utilize all of these exemptions available to controlled companies. We anticipate that the SunTx Group will beneficially own approximately 81.2% of the voting power of outstanding PubCo Common Stock following the completion of the Business Combination, assuming no redemption rights in connection with the Business Combination are exercised. If at any time New Suncrete ceases to be a controlled company, New Suncrete will take all action necessary to comply with the listing rules of Nasdaq, including appointing a majority of independent directors to New Suncrete’s Board and ensuring New Suncrete’s compensation committee and nominating and corporate governance committee are each composed entirely of independent directors, subject to any permitted “phase-in” periods.

Material Financings

Haymaker, PubCo and certain institutional investors (collectively, the “PIPE Investors”) have entered into Subscription Agreements (the “PIPE Subscription Agreements”) pursuant to which, among other things, PubCo agreed to issue and sell to the PIPE Investors, in a private placement to close immediately prior to the Acquisition Merger Effective Time, an aggregate of approximately $105.5 million in shares of PubCo Class A Common Stock (or pre-funded warrants in lieu thereof) (the “PIPE Offering”).

On September 10, 2025, Dothan Independent and the Sponsor entered into a subscription agreement and amendment to LLC agreement (the “Sponsor Subscription Agreement”), pursuant to which Dothan Independent agreed to contribute $500,000 in cash to Sponsor in exchange for 10 Class Z Units of Sponsor (representing an indirect interest in 2,800,000 SPAC Founder Shares (the “Dothan Founder Shares”) and an indirect interest in the Sponsor’s 398,800 private placement warrants (the “Dothan Assumed Warrants”)) in order to loan and fund certain extension costs to the SPAC. At the Acquisition Merger Effective Time, pursuant to the Sponsor Distribution, Sponsor will distribute the Dothan Founder Shares and the Dothan Assumed Warrants to Dothan Independent, and following the Business Combination, as a result of its investment in Sponsor, Dothan Independent will receive 2,800,000 shares of PubCo Class B Common Stock and 398,800 Assumed SPAC Warrants.

Compensation Received by the Sponsor and its Affiliates

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by PubCo to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction. See the subsection titled “The Business Combination — Interests of the Sponsor and Haymaker Directors and Officers in the Business Combination” for additional information.

Interests of the Sponsor and Haymaker Directors and Officers in the Business Combination

In considering the recommendation of the SPAC Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, the Sponsor and certain of SPAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. SPAC’s directors were aware of and considered these

interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

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•

the fact that the Sponsor holds 797,600 private placement units, consisting of 398,800 private placement warrants (provided, that such warrants will be conveyed to Dothan Independent in the Sponsor Distribution, as provided in the Sponsor Subscription Agreement) and 797,600 private placement shares, acquired at an aggregate purchase price of $7,976,000, which, if unrestricted and freely tradeable, would be valued at approximately $9,642,984, based on the most recent closing prices of the SPAC Public Warrants and the SPAC Class A Ordinary Shares on January 30, 2026 of $1.42 per warrant and $11.38 per share, respectively (prior to giving effect to the Sponsor Distribution);

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•

the fact that the Sponsor and SPAC’s officers and directors have agreed to not redeem any SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

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•

the fact that the Sponsor paid an aggregate of $25,000 for 5,750,000 SPAC Founder Shares (provided, that 2,800,000 SPAC Founder Shares will be conveyed to Dothan Independent in the Sponsor Distribution, as provided in the Sponsor Subscription Agreement), and that such SPAC Founder Shares could have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $65,435,000, based on the most recent closing price of the SPAC Class A Ordinary Shares of $11.38 per share on January 30, 2026 (prior to giving effect to the Sponsor Distribution);

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•

if the Trust Account is liquidated, including in the event SPAC is unable to consummate an Initial Business Combination within the completion window set forth in the Existing Organizational Documents, the Sponsor has agreed to indemnify SPAC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than SPAC’s independent registered public accounting firm) for services rendered or products sold to SPAC or (b) a prospective target business with which SPAC has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

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•

the fact that the Sponsor and SPAC’s officers, directors and advisors will be reimbursed for out-of-pocket expenses incurred in connection with activities on SPAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations;

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•

the fact that the Sponsor and SPAC’s officers, directors and advisors will lose their entire investment in SPAC if an Initial Business Combination is not completed within the period ending on July 28, 2026, subject to monthly extensions as described elsewhere in this proxy statement/prospectus and in the Existing Organizational Documents (the “Combination Period”);

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•

the fact that the Sponsor has invested an aggregate of $8,001,000 (consisting of $25,000 for the SPAC Founder Shares and $7,976,000 for the private placement units), which means that the Sponsor and Haymaker’s officers and directors stand to make a significant profit on their investment and could potentially recoup their entire investment in Haymaker even if the trading price of the PubCo Class A Common Stock was as low as approximately $2.34 per share (after giving effect to the transfer to Dothan Independent of the Dothan Founder Shares and Dothan Assumed Warrants following the Sponsor Distribution and assuming the loans and out-of-pocket expenses described below are repaid and reimbursed, respectively, by Haymaker). Therefore, the Sponsor and Haymaker’s directors and officers may experience a positive rate of return on their investment, even if our Public Shareholders experience a negative rate of return on their investment;

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•

the fact that after the Business Combination, assuming there are no redemptions of Public Shares in connection with the Business Combination, the Sponsor will beneficially own approximately 1.2% of the PubCo Class A Common Stock. Please see the section titled “Summary of the Proxy Statement/​Prospectus — Ownership of New Suncrete After the Closing” for additional information;

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•

the fact that the Sponsor and Haymaker’s directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination, with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, which would cause the Sponsor to lose its entire investment. As a result, the Sponsor may have a conflict of interest in determining

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whether Suncrete is an appropriate business with which to complete a business combination and/or in evaluating the terms of the Business Combination;

•

the fact that the Sponsor and Haymaker’s officers and directors (or their affiliates) have made, and may make in the future, working capital and extension loans to Haymaker. As of September 30, 2025, the Sponsor has loaned an aggregate of approximately $1,880,000 to Haymaker under unsecured promissory notes to fund operating and transaction expenses in connection with the Business Combination and fund payments into the Trust Account, in accordance with the Existing Organizational Documents, to extend the date by which Haymaker must consummate an initial business combination, and may make additional loans after the date of this proxy statement/​prospectus for such purposes. If the Business Combination is not consummated and another business combination is not otherwise completed, these working capital loans may not be repaid and would be forgiven except to the extent there are funds available to Haymaker outside of the Trust Account;

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the fact that pursuant to the Existing Organizational Documents, Haymaker has renounced any interest or expectancy of Haymaker in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both Haymaker and any individual serving as a director or officer of Haymaker, about which any such director or officer acquires knowledge. In the course of their other business activities, Haymaker’s officers and directors may have become aware of other investment and business opportunities which might have been appropriate for presentation to Haymaker as well as the other entities with which they were affiliated. Haymaker’s management had pre-existing fiduciary duties and contractual obligations and if there was a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom Haymaker’s management had a pre-existing fiduciary obligation would have been presented the opportunity before Haymaker was presented with it (see the subsection titled “Fiduciary Duties of Haymaker’s Directors and Officers” for more information). Haymaker does not believe, however, that the fiduciary duties or contractual obligations of Haymaker’s officers or directors materially affected Haymaker’s search for a business combination, including the negotiation or recommendation thereof or the provision of advice in connection therewith;

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the fact that the Sponsor transferred an indirect interest in a portion of its SPAC Founder Shares and all of its private placement warrants to Dothan Independent;

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•

the anticipated service of Andrew Heyer as a director and Christopher Bradley as a consultant of New Suncrete following the Business Combination, and the compensation that they will receive for such service; and

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the fact that Haymaker’s existing directors and officers will be entitled to indemnification and the continuation of Haymaker’s directors’ and officers’ liability insurance after the Business Combination.

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See the subsection titled “The Business Combination — Interests of the Sponsor and Haymaker Directors and Officers in the Business Combination” for additional information.

After careful consideration, the board of directors of Haymaker has unanimously approved the Business Combination Agreement and related transactions and the board of directors of Haymaker has approved the other proposals described in the accompanying proxy statement/prospectus, determined that it is advisable to consummate the Business Combination, and further determined that the Business Combination is in the best interests of the SPAC and its securityholders. This proxy statement/prospectus provides shareholders and warrantholders of Haymaker with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Haymaker’s shareholders and the special meeting of Haymaker’s warrantholders. We encourage you to read this entire document, including the annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 50 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/​PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [•], 2026, and
is first being mailed to Haymaker’s shareholders and warrantholders on or about [•], 2026.

 

HAYMAKER ACQUISITION CORP. 4

324 Royal Palm Way, Suite 300-I
Palm Beach, Florida 33480

Dear Haymaker Acquisition Corp. 4 Shareholders and Warrantholders:

You are cordially invited to attend the extraordinary general meeting of shareholders (the “Shareholders’ Meeting”) of Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker,” “SPAC,” “our,” or “us”), which will be held at the offices of DLA Piper LLP (US) at 1251 Avenue of the Americas, New York, New York 10020, on [•], 2026, at [•] Eastern Time, or such other date, time, and place to which such meeting may be adjourned, and/or the meeting of warrantholders (the “Warrantholders’ Meeting” and together with the Shareholders’ Meeting, the “Meetings”) of Haymaker, which will be held at the offices of DLA Piper LLP (US) at 1251 Avenue of the Americas, New York, New York 10020, on [•], 2026, at [•] Eastern Time, or such other date, time, and place to which such meeting may be adjourned. We are also planning for both meetings to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus and our amended and restated memorandum and articles of association, as amended and restated from time to time (the “Existing Organizational Documents”), but the physical location of the Meetings will remain at the location specified above for purposes of Cayman Islands law and the Existing Organizational Documents.

At the Shareholders’ Meeting, Haymaker will ask its shareholders to consider and vote upon two separate proposals (the “Initial Merger Proposal” and the “Acquisition Merger Proposal,” collectively the “Business Combination Proposals”) to approve the Business Combination and to approve and adopt the Business Combination Agreement, dated as of October 9, 2025 (the “Business Combination Agreement”), by and among Haymaker, Suncrete, Inc., a Delaware corporation and direct wholly owned subsidiary of Haymaker (“New Suncrete” or “PubCo”), Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub I”), Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of PubCo (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“Suncrete”), which provides for a business combination between Haymaker and Suncrete.

Pursuant to the Business Combination Agreement, the business combination will be effected in three steps. Subject to the approval and adoption of the Business Combination Agreement by ordinary resolution of the shareholders of SPAC, on the date of the consummation of the Business Combination (the “Closing Date”): (a) SPAC will transfer by way of continuation out of its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication” and the time at which the Domestication becomes effective, the “Domestication Effective Time”), (b) immediately following the Domestication, Merger Sub I will merge with and into SPAC (the “Initial Merger”), with SPAC surviving the Initial Merger as a wholly owned subsidiary of PubCo (SPAC, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to herein as the “Surviving Corporation,” and the time at which the Initial Merger becomes effective, the “Initial Merger Effective Time”); and (c) immediately following the Initial Merger, Merger Sub II will merge with and into Suncrete (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and together with the Domestication and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Suncrete surviving the Acquisition Merger as a wholly owned subsidiary of New Suncrete.

In connection with the Domestication, SPAC will transfer by way of continuation out of its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by (i) deregistering as a Cayman Islands exempted company with the Registrar of Companies of the Cayman Islands and (ii) continuing and domesticating as a Delaware corporation.

At the Domestication Effective Time, by virtue of the Domestication and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each Class B Ordinary Share of SPAC, par value $0.0001 per share (“SPAC Class B Ordinary Share”), that is issued and outstanding immediately prior to the Domestication Effective Time will

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convert automatically, on a one-for-one basis, into a share of Class B Common Stock of the post-Domestication SPAC, par value $0.0001 per share (“SPAC Class B Common Stock”);

(b)

each Class A Ordinary Share of SPAC, par value $0.0001 per share (“SPAC Class A Ordinary Share”), that is then-issued and outstanding will convert automatically, on a one-for-one basis, into a share of Class A Common Stock of the post-Domestication SPAC, par value $0.0001 per share (“SPAC Class A Common Stock”);

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(c)

each unit of the SPAC prior to the Domestication, each such unit comprised of one SPAC Class A Ordinary Share and one-half of one SPAC Cayman Warrant (as defined below) (a “SPAC Cayman Unit”) that is then issued and outstanding will convert automatically, on a one-for-one basis, into a unit of the SPAC following the Domestication, each such unit comprised of one share of SPAC Class A Common Stock and one-half of one SPAC Delaware Warrant (as defined below) (a “SPAC Delaware Unit”); and

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(d)

each then issued and outstanding warrant to purchase SPAC Class A Ordinary Shares prior to the Domestication (a “SPAC Cayman Warrant”) will convert automatically, on a one-for-one basis, into one warrant to purchase SPAC Class A Common Stock (a “SPAC Delaware Warrant”), pursuant to and in accordance with the Warrant Agreement.

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At the Initial Merger Effective Time, by virtue of the Initial Merger and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each share of Common Stock of Merger Sub I, par value $0.0001 per share, issued and outstanding immediately prior to the Initial Merger Effective Time will be redeemed for par value;

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(b)

each share of SPAC Class A Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time will be canceled and converted into one share of Class A Common Stock of PubCo, par value $0.0001 per share (“PubCo Class A Common Stock”);

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(c)

each share of SPAC Class B Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time will be canceled and converted into one share of Class B Common Stock of PubCo, par value $0.0001 per share (“PubCo Class B Common Stock” and, together with the PubCo Class A Common Stock, the “PubCo Common Stock”);

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(d)

each then-outstanding and unexercised SPAC Delaware Warrant will automatically be assumed and converted into a warrant to acquire one share of PubCo Class A Common Stock, subject to the same terms and conditions applicable to the corresponding former SPAC Cayman Warrant immediately prior to the Initial Merger Effective Time (each such resulting warrant, an “Assumed SPAC Warrant”); and

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(e)

each SPAC Delaware Unit issued and outstanding immediately prior to the Initial Merger Effective Time will be detached into one share of PubCo Class A Common Stock and one-half of one Assumed SPAC Warrant.

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Prior to the Acquisition Merger Effective Time, Concrete Management MEP, LLC (“Management Aggregator”) will distribute to its members, in redemption and cancellation of such members’ limited liability company interests in Management Aggregator, the Company Incentive Units, as defined in Suncrete’s existing Amended and Restated Limited Liability Company Agreement (as amended, the “Company LLC Agreement”), corresponding to such redeemed interests (the “Management Aggregator Distribution”).

At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each Common Unit of Suncrete (each, a “Company Common Unit”) (other than any Company Incentive Units) issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive, in the aggregate, shares of PubCo Class B Common Stock and PubCo Class A Common Stock, as applicable, equal to the Company Common Unit Exchange Ratio (as defined in the Business Combination Agreement);

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(b)

each Preferred Unit of Suncrete (each, a “Company Preferred Unit”) issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive shares of PubCo Class B Common Stock and PubCo Class A Common Stock, as applicable, equal to Company Preferred Unit Exchange Ratio (as defined in the Business Combination Agreement);

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(c)

each Senior Preferred Unit of Suncrete (“Company Senior Preferred Unit”) issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive a cash payment in the amount equal to the Unreturned Senior Preferred Contribution (as defined in the Company LLC Agreement) with respect to such Company Senior Preferred Unit, calculated in accordance with the terms set forth in the Company LLC Agreement;

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(d)

each Company Incentive Unit issued and outstanding immediately prior to the Acquisition Merger Effective Time will be automatically cancelled and converted into the right to receive a number of restricted shares of PubCo Class A Common Stock equal to the Company Incentive Unit Share Consideration (as defined in the Business Combination Agreement) with respect to such Company Incentive Unit (each, a “Rollover Equity Award”); provided, that each holder of a Rollover Equity Award will enter into a side letter agreement at the Acquisition Merger Effective Time pursuant to which each such holder will agree that their Rollover Equity Award will be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to such Company Incentive Unit immediately prior to the Acquisition Merger Effective Time;

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(e)

each Company Unit held in treasury of Suncrete as of immediately prior to the Acquisition Merger Effective Time will thereupon be cancelled without any conversion thereof and no payment or distribution will be made within respect thereto;

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(f)

each share of PubCo Class B Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time will be converted into and exchanged, on a one-for-one basis, into one share of PubCo Class A Common Stock (subject to clause (h) below);

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(g)

each Unit of Merger Sub II issued and outstanding immediately prior to the Acquisition Merger Effective Time will be converted into and exchanged for one validly issued, fully paid and non-assessable unit of Suncrete;

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(h)

upon distribution by Haymaker Sponsor IV, LLC (the “Sponsor”) of the Dothan Founder Shares (as defined below) (together with the Dothan Assumed Warrants) (such distribution the “Sponsor Distribution”) to Dothan Independent GP, LP, an affiliate of Suncrete (“Dothan Independent”), each Dothan Founder Share will be converted into and exchanged, on a one-for-one basis, into one share of PubCo Class B Common Stock; and

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(i)

subject to the receipt by Suncrete prior to the Acquisition Merger Effective Time of the necessary waivers, approvals, consents or authorizations and the satisfaction of certain contractual requirements, PubCo will issue 2,500,000 shares of PubCo Class B Common Stock to Dothan Independent.

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In addition, immediately prior to the Domestication Effective Time, SPAC will redeem all of the issued and outstanding SPAC Public Warrants at $1.00 per SPAC Public Warrant (the “Warrant Redemption”), which redemption will be effected by SPAC by way of an amendment (the “Warrant Amendment”) to that certain Warrant Agreement, dated July 25, 2023, between SPAC and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”) if the proposal to effectuate such amendment is approved by holders of a majority of the number of the then outstanding SPAC Cayman Warrants (“SPAC Warrantholders”).

Haymaker, PubCo and certain institutional investors (collectively, the “PIPE Investors”) have entered into Subscription Agreements (the “PIPE Subscription Agreements”) pursuant to which, among other things, PubCo agreed to issue and sell to the PIPE Investors, in a private placement to close immediately

 

 

prior to the Acquisition Merger Effective Time, an aggregate of approximately $105.5 million in shares of PubCo Class A Common Stock (or pre-funded warrants in lieu thereof) (the “PIPE Offering”).

In addition to the Business Combination Proposals, Haymaker’s shareholders will also be asked to consider and vote upon (a) a proposal to approve, on a non-binding advisory basis, by ordinary resolution, the change of SPAC’s jurisdiction of incorporation by deregistering as an exempted company with the Registrar of Companies of the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication Proposal”), (b) a proposal to approve by special resolution the adoption of the proposed certificate of incorporation (the “Proposed SPAC Certificate of Incorporation”) and the proposed bylaws (the “Proposed SPAC Bylaws”) of SPAC upon the Domestication taking effect (the “SPAC Organizational Documents Proposal”), and the adoption of the proposed amended and restated certificate of incorporation (the “Proposed PubCo Certificate of Incorporation”) and the proposed amended and restated bylaws (the “Proposed PubCo Bylaws”) of PubCo to be in effect at the Initial Merger Effective Time (the “PubCo Organizational Documents Proposal” and together with the SPAC Organizational Documents Proposal, the “Organizational Documents Proposal”); (c) eight separate proposals to approve, on a non-binding advisory basis, by ordinary resolution, material differences between the Existing Organizational Documents and the Proposed SPAC Certificate of Incorporation, the Proposed SPAC Bylaws and the Proposed PubCo Certificate of Incorporation and the Proposed PubCo Bylaws (collectively, the “Advisory Organizational Documents Proposals”); (d) a proposal to approve by ordinary resolution, for purposes of complying with the applicable listing rules of The New York Stock Exchange, the issuance of up to an aggregate of 49,746,058 shares of PubCo Class A Common Stock in connection with the Business Combination and the PIPE Offering (the “NYSE Proposal”); (e) a proposal to approve by ordinary resolution and adopt the Suncrete, Inc. 2026 Omnibus Incentive Plan and material terms thereunder, a copy of which is attached to the accompanying proxy statement/prospectus as Annex G (the “2026 Plan Proposal”); (f) a proposal to approve by ordinary resolution and adopt the Suncrete, Inc. Employee Stock Purchase Plan and material terms thereunder, a copy of which is attached to the accompanying proxy statement/prospectus as Annex H (the “ESPP Proposal”); and (g) a proposal to approve by ordinary resolution the adjournment of the Shareholders’ Meeting to a later date or dates, if necessary or convenient, (h) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the Shareholders’ Meeting, (ii) if Haymaker determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Mergers or any other transaction contemplated by the Business Combination Agreement or the related agreements (the “Adjournment Proposal” and, together with the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2026 Plan Proposal, and the ESPP Proposal, the “Proposals”).

We may not consummate the Business Combination unless the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposal, the NYSE Proposal, the 2026 Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) are approved at the Shareholders’ Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each of the other Condition Precedent Proposals. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus. The approval of each of the Initial Merger Proposal, the Acquisition Merger Proposal, the Domestication Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2026 Plan Proposal, the ESPP Proposal, and the Adjournment Proposal are being proposed as an ordinary resolution, requiring the affirmative vote (in person or by proxy) of the holders of a simple majority of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the Shareholders’ Meeting, voting as a single class. Approval of the Organizational Documents Proposals requires a special resolution under The Companies Act (Revised) of the Cayman Islands, requiring the affirmative vote of the holders of at least two-thirds of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the Shareholders’ Meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online, or by proxy at the Shareholders’ Meeting will have no effect on the outcome of the vote on any of the Proposals, assuming a valid quorum is established. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Shareholders’ Meeting.

 

 

In connection with the Business Combination, certain related agreements have been, or will be, entered into on or prior to the consummation of the Business Combination, including: (a) the Company Equityholder Support Agreement, dated as of October 9, 2025, pursuant to which certain equityholders of Suncrete have agreed to, among other things, (y) vote in favor of the approval and adoption of the transactions contemplated by the Business Combination Agreement and (z) certain lock-up restrictions with respect to their Suncrete securities, as well as any securities of PubCo issued to such holders pursuant to the Business Combination Agreement, in each case subject to certain exceptions; (b) the Lock-Up Agreement, dated as of October 9, 2025 (the “Parent Lock-Up Agreement”), by Dothan Concrete Investors, LLC (“Dothan Concrete” or “Parent”), pursuant to which Dothan Concrete agreed to, among other things, certain lock-up restrictions with respect to its Suncrete securities, as well as any securities of PubCo issued to Dothan Concrete pursuant to the Business Combination Agreement, (c) the Sponsor Support Agreement, dated as of October 9, 2025, pursuant to which Haymaker Sponsor IV LLC (the “Sponsor”) and certain of SPAC’s directors and officers (together with the Sponsor, the “Sponsor Related Parties”) have agreed to, among other things, (w) vote in favor of the approval and adoption of the transactions contemplated by the Business Combination Agreement, (x) waive the anti-dilution rights set forth in the Existing Organizational Documents, (y) certain lock-up restrictions with respect to their SPAC securities, as well as any securities of PubCo issued to the Sponsor Related Parties pursuant to the Business Combination Agreement, in each case subject to certain exceptions set forth in the Sponsor Support Agreement, and (z) in the case of the Sponsor, immediately upon the occurrence of the Initial Merger Effective Time, automatically be deemed to have irrevocably transferred to PubCo, surrendered and forfeited for no consideration a number of shares of PubCo Class A Common Stock equal to up to 333,333 shares of PubCo Class A Common Stock, (d) the Amended and Restated Registration Rights Agreement (the “RRA Assignment”) with respect to that certain Registration Rights Agreement, dated as of July 25, 2023, by and among SPAC, Sponsor and certain other SPAC equityholders, which shall, for the avoidance of doubt, terminate any underwritten demand and piggyback registration rights thereunder (but retain the right to demand a resale shelf registration on Form S-1 or, if available, Form S-3), (e) the Registration Rights Agreement, which will be entered into concurrently with the Acquisition Merger Effective Time by and among PubCo, Dothan Independent and certain members of Suncrete, (f) the Subscription Agreement, effective as of September 10, 2025 (the “Sponsor Subscription Agreement”), pursuant to which, among other things, Dothan Independent became a member of the Sponsor and agreed to contribute $500,000 in the aggregate to the Sponsor in exchange for 10 Class Z Units of the Sponsor, representing an indirect interest in 2,800,000 SPAC Founder Shares (the “Dothan Founder Shares”) and an indirect interest in all of the private placement warrants (the “Dothan Founder Warrants”), and (g) the Amendment No. 1 to the Management and Consulting Agreement, which, subject to the receipt by Suncrete prior to the Acquisition Merger Effective Time of the necessary waivers, approvals, consents or authorizations set forth in the Business Combination Agreement, will be entered into by and among Suncrete, PubCo and Dothan Concrete Investments Management, LLC, an affiliate of Suncrete (“Dothan Management”), effective as of Acquisition Merger Effective Time, pursuant to which, among other things, PubCo will assume, and agree to perform and discharge, all of the obligations of Suncrete under the Management and Consulting Agreement, dated as of July 29, 2024, by and between Suncrete and Dothan Management.

Pursuant to the Existing Organizational Documents, a holder of SPAC Class A Ordinary Shares issued as part of the Haymaker Units in the initial public offering (the “Public Shares,” and holders of such Public Shares, the “Public Shareholders”), other than the holders of the SPAC Founder Shares, which includes the Sponsor and SPAC’s independent directors and officers (but for the avoidance of doubt, not including the holders of the Dothan Founder Shares following the Sponsor Distribution) (such holders of SPAC Founder Shares, the “Initial Shareholders”), may elect to redeem all or a portion of such Public Shares for cash at least two business days prior to the scheduled vote on the Business Combination, in accordance with the provisions of the Existing Organizational Documents, if the Business Combination is approved and consummated. Holders of Haymaker Units must elect to separate the Haymaker Units into the underlying SPAC Class A Ordinary Shares and SPAC Warrants prior to exercising redemption rights with respect to the Public Shares. If Public Shareholders hold their Haymaker Units in an account at a brokerage firm or bank, such Public Shareholders must notify their broker or bank that they elect to separate the Haymaker Units into the underlying SPAC Class A Ordinary Shares and warrants, or if a holder holds Haymaker Units registered in its own name, the holder must contact Continental Stock Transfer and Trust Company (“Continental”), Haymaker’s transfer agent, directly and instruct it to do so. The redemption rights include

 

 

the requirement that a holder must identify itself to Haymaker in order to validly redeem its shares. Public Shareholders (other than the Initial Shareholders) may elect to exercise their redemption rights with respect to their Public Shares regardless of whether they vote “FOR” or “AGAINST” the Business Combination Proposals. If the Business Combination is not consummated, the Public Shares will not be redeemed. If the Business Combination is approved and consummated, and if a Public Shareholder properly exercises its redemption right with respect to all or a portion of the Public Shares that it holds and timely delivers its public shares to Continental, Haymaker will redeem such Public Shares for a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the trust account established at the consummation of Haymaker’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the trust account and not previously released to Haymaker to pay its taxes, divided by the number of then issued public shares. For illustrative purposes, as of the record date, this would have amounted to approximately $[•] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will not own Public Shares or shares of PubCo Class A Common Stock following the Business Combination. The redemption will take place prior to the Domestication Effective Time. See the subsection titled “Extraordinary General Meeting of Shareholders and Special Meeting of Warrantholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your rights with respect to your Public Shares.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and certain of Haymaker’s officers and directors have agreed to (a) vote all of their SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares in favor of the Business Combination and (b) waive their redemption rights with respect to their SPAC Class B Ordinary Shares and any Public Shares they own in connection with the consummation of the Business Combination. Such SPAC Class B Ordinary Shares will be excluded from the pro rata calculation used to determine the per-share redemption price applicable to Public Shares that are redeemed. As of the date of the accompanying proxy statement/prospectus, the Initial Shareholders own approximately 22.2% of the issued and outstanding SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares in the aggregate.

At the Warrantholders’ Meeting, holders of SPAC Cayman Warrants will be asked to consider and vote on (a) a proposal to approve an amendment to the terms of the Warrant Agreement in the form attached to the accompanying proxy statement/prospectus as Annex I thereto to provide that, immediately prior to the Domestication Effective Time, each SPAC Public Warrant, which entitles the holder thereof to purchase one SPAC Class A Ordinary Share, will be redeemed by SPAC in exchange for a cash payment of $1.00 per SPAC Public Warrant (the “Warrant Amendment Proposal”) and (b) a proposal to allow Haymaker’s board of directors to adjourn the Warrantholders’ Meeting to a later date or dates to permit further solicitation of proxies (the “Warrantholder Adjournment Proposal”).

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement if the closing conditions are not met.

Haymaker is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders and warrantholders in connection with the solicitation of proxies to be voted at the Shareholders’ Meeting and at the Warrantholders’ Meeting and any adjournments thereof. Information about the Shareholders’ Meeting, the Warrantholders’ Meeting, the Business Combination and other related business to be considered by Haymaker’s equityholders at the Shareholders’ Meeting and the Warrantholders’ Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Shareholders’ Meeting or the Warrantholders’ Meeting, all of Haymaker’s equityholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein,

 

 

carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 50 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Haymaker and the board of managers of Suncrete have each unanimously approved the Business Combination Agreement and related transactions and the board of directors of Haymaker has approved the other proposals described in the accompanying proxy statement/​prospectus, determined that it is advisable to consummate the Business Combination and further determined that the Business Combination is in the best interests of the SPAC and its securityholders. The board of directors of Haymaker recommends that its shareholders vote “FOR” the approval of the Business Combination Proposals, “FOR” the issuance of PubCo Class A Common Stock to be issued in connection with the Mergers and PIPE Offering, and “FOR” the other Proposals described in the accompanying proxy statement/​prospectus.

Your vote is very important, regardless of the number of SPAC Ordinary Shares or SPAC Public Warrants you own. To ensure your representation at the Shareholders’ Meeting and/or the Warrantholders’ Meeting, please complete, sign, date, and return the applicable enclosed proxy card in the postage-paid envelope provided. If you hold your securities in “street name,” which means your securities are held of record by a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or nominee to ensure that votes related to the securities you beneficially own are properly counted. Please submit your proxy promptly, whether or not you expect to attend the Shareholders’ Meeting or the Warrantholders’ Meeting.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the Proposals presented at the Shareholders’ Meeting and/or the Warrantholders’ Meeting, as applicable. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the Shareholders’ Meeting or the Warrantholders’ Meeting virtually or in person, the effect will be, among other things, that your securities will not be counted for purposes of determining whether a quorum is present at the applicable meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the applicable meeting. You can also attend the Meetings virtually and vote online even if you have previously voted by submitting a proxy pursuant to any of the methods noted above. If you are a securityholder of record and you attend the applicable meeting and wish to vote in person or online, you may withdraw your proxy and vote in person or online.

More information about Haymaker, Suncrete, and the proposed transactions is included in the accompanying proxy statement/prospectus. Haymaker urges you to read the accompanying proxy statement/​prospectus, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PER-SHARE REDEMPTION PRICE PAYABLE IN CASH, EQUAL TO THE PRO RATA PORTION OF THE AGGREGATE AMOUNT THEN ON DEPOSIT IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO HAYMAKER’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE ON THE BUSINESS COMBINATION AT THE SHAREHOLDERS’ MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

 

 

Sincerely,

Christopher Bradley
Chief Executive Officer and Chief Financial Officer

The accompanying proxy statement/prospectus is dated [•], 2026 and is first being mailed to the shareholders and warrantholders of Haymaker on or about that date.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION OR THE OTHER TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/​PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

HAYMAKER ACQUISITION CORP. 4
324 Royal Palm Way, Suite 300-I
Palm Beach, Florida 33480

 

 

NOTICE OF EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF HAYMAKER ACQUISITION CORP. 4 TO BE HELD ON [•], 2026

To the Shareholders of Haymaker Acquisition Corp. 4:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of shareholders (the “Shareholders’ Meeting”) of Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker,” “SPAC,” “we,” “our,” or “us”), will be held in person on [•], 2026, at [•], Eastern Time, at the offices of DLA Piper LLP (US) at 1251 Avenue of the Americas, New York, New York 10020, or such other date, time, and place to which such meeting may be adjourned, and a meeting of warrantholders (the “Warrantholders’ Meeting”) of Haymaker will be held in person on [•], 2026, at [•], Eastern Time, at the offices of DLA Piper LLP (US) at 1251 Avenue of the Americas, New York, New York 10020, or such other date, time, and place to which such meeting may be adjourned. We are also planning for both meetings to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus and our amended and restated memorandum and articles of association, as amended and restated from time to time (the “Existing Organizational Documents”), but the physical location of the meetings will remain at the location specified above for the purposes of Cayman Islands law and the Existing Organizational Documents. At the Shareholders’ Meeting, Haymaker shareholders will be asked to consider and vote upon the following proposals:

Shareholder Proposal No. 1 — The Business Combination Proposals — To consider and vote upon two separate proposals to approve by way of an ordinary resolution the Business Combination (as defined below) and approve and adopt the Business Combination Agreement, dated as of October 9, 2025 (the “Business Combination Agreement”), by and among Haymaker, Suncrete, Inc., a Delaware corporation and direct wholly owned subsidiary of Haymaker (“New Suncrete” or “PubCo”), Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub I”), Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of PubCo (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“Suncrete”), which provides for a business combination between Haymaker and Suncrete, pursuant to which the business combination will be effected in three steps: (a) on the date of the consummation of the Business Combination (the “Closing Date”), SPAC will transfer by way of continuation out of its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the “Domestication” and the time at which the Domestication becomes effective, the “Domestication Effective Time”), (b) on the Closing Date and immediately following the Domestication, Merger Sub I will merge with and into SPAC (the “Initial Merger”), with SPAC surviving the Initial Merger as a wholly owned subsidiary of PubCo (SPAC, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to herein as the “Surviving Corporation,” and the time at which the Initial Merger becomes effective, the “Initial Merger Effective Time”); and (c) on the Closing Date and immediately following the Initial Merger, Merger Sub II will merge with and into Suncrete (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and together with the Domestication and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Suncrete surviving the Acquisition Merger as a wholly owned subsidiary of New Suncrete. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Shareholder Proposal No. 2 — The Domestication Proposal — To consider and vote upon a proposal to approve, on a non-binding advisory basis, by way of an ordinary resolution, the change of SPAC’s jurisdiction of incorporation by deregistering as an exempted company with the Registrar of Companies of the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication Proposal”).

Shareholder Proposal No. 3 — The Organizational Documents Proposal — To consider and vote upon a proposal to approve by way of special resolution upon the Domestication taking effect, the adoption of (a) the proposed certificate of incorporation (the “Proposed SPAC Certificate of Incorporation”) and the proposed bylaws (the “Proposed SPAC Bylaws”) of SPAC (the “SPAC Organizational Documents”) in place of the Existing Organizational Documents and which will remove or amend those provisions of the Existing Organizational Documents that terminate or otherwise cease to be applicable as a result of the Domestication which, if approved, would take effect at the Domestication Effective Time, and (b) the proposed amended and restated certificate of incorporation (the “Proposed PubCo Certificate of Incorporation”) and the

 

 

proposed amended and restated bylaws (the “Proposed PubCo Bylaws”) of PubCo (the “Proposed PubCo Organizational Documents”), which, if approved, would take effect at the Initial Merger Effective Time (such proposal, the “Organizational Documents Proposal”). Copies of the Proposed SPAC Certificate of Incorporation, Proposed SPAC Bylaws, Proposed PubCo Certificate of Incorporation and Proposed PubCo Bylaws are attached to the accompanying proxy statement/prospectus as Annex C, Annex D, Annex E and Annex F, respectively.

Shareholder Proposal No. 4 — The Advisory Organizational Documents Proposals — To consider and vote upon eight separate proposals to approve, on a non-binding advisory basis, by ordinary resolution, material differences between the Existing Organizational Documents and the Proposed PubCo Organizational Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions (collectively, the “Advisory Organizational Documents Proposals”).

Shareholder Proposal No. 5 — The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of The New York Stock Exchange, the issuance of up to an aggregate of 49,746,058 shares of Class A Common Stock, par value $0.0001, of New Suncrete (the “PubCo Class A Common Stock”) in connection with the Business Combination and the PIPE Offering (the “NYSE Proposal”).

Shareholder Proposal No. 6 — The 2026 Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the Suncrete, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”) and material terms thereunder (the “2026 Plan Proposal”). A copy of the 2026 Plan is attached to the accompanying proxy statement/prospectus as Annex G.

Shareholder Proposal No. 7 — The ESPP Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the Suncrete, Inc. Employee Stock Purchase Plan (the “ESPP”) and material terms thereunder (the “ESPP Proposal”). A copy of the ESPP is attached to the accompanying proxy statement/prospectus as Annex H.

Shareholder Proposal No. 8 — The Shareholder Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Shareholders’ Meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the Shareholders’ Meeting, (ii) if Haymaker determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Mergers or any other transaction contemplated by the Business Combination Agreement or the related agreements (the “Adjournment Proposal” and, together with the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2026 Plan Proposal, and the ESPP Proposal, the “Proposals”).

Each of the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposal, the NYSE Proposal, the 2026 Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

Only holders of record of Class A ordinary shares, par value $0.0001 per share, of Haymaker (the “SPAC Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share, of Haymaker (the “SPAC Class B Ordinary Shares”) at the close of business on [•], 2026 are entitled to receive notice of the Shareholders’ Meeting and to vote at the Shareholders’ Meeting and any adjournments thereof.

Haymaker is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Shareholders’ Meeting and at any adjournments thereof. Information about the Shareholders’ Meeting, the Business Combination, and other related business to be considered by Haymaker’s shareholders at the Shareholders’ Meeting is included in the accompanying proxy statement/prospectus.

 

 

Whether or not you plan to attend the Shareholders’ Meeting, all of Haymaker’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 50 of the accompanying proxy statement/prospectus.

Pursuant to the Existing Organizational Documents, a holder of SPAC Class A Ordinary Shares issued as part of the units sold in Haymaker’s initial public offering (the “Public Shares,” and holders of such Public Shares, the “Public Shareholders”), other than the Initial Shareholders, may elect to redeem all or a portion of its Public Shares for cash at least two business days prior to the scheduled vote on the Business Combination, in accordance with the provisions of the Existing Organizational Documents, if the Business Combination is approved and consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)   hold Public Shares, or if you hold Public Shares through Haymaker units sold in Haymaker’s initial public offering (the “Haymaker Units”), you elect to separate your Haymaker Units into the underlying SPAC Class A Ordinary Shares and SPAC Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)   submit a written request to Continental Stock Transfer & Trust Company, Haymaker’s transfer agent, in which you (i) request that Haymaker redeem all or a portion of your Public Shares for cash; (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number, and address; and

(c)   deliver your Public Shares to Continental Stock Transfer & Trust Company, Haymaker’s transfer agent, physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their Public Shares in the manner prescribed by the Existing Organizational Documents and as described above prior to [•], Eastern Time, on [•], 2026 (two business days before the vote on the Business Combination at the Shareholders’ Meeting) in order for their Public Shares to be redeemed.

Holders of Haymaker Units must elect to separate the Haymaker Units into the underlying SPAC Class A Ordinary Shares and SPAC Public Warrants prior to exercising redemption rights with respect to the Public Shares. If Public Shareholders hold their Haymaker Units in an account at a brokerage firm or bank, such Public Shareholders must notify their broker or bank that they elect to separate the Haymaker Units into the underlying SPAC Class A Ordinary Shares and warrants, or if a holder holds Haymaker Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Haymaker’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to Haymaker in order to validly redeem its shares. Public Shareholders (other than the Initial Shareholders) may elect to exercise their redemption rights with respect to their Public Shares whether they vote “FOR” or “AGAINST” the Business Combination Proposals. If the Business Combination is approved and consummated, and if a Public Shareholder properly exercises its redemption rights with respect to all or a portion of the Public Shares that it holds and timely delivers its public shares to Continental Stock Transfer & Trust Company, then prior to the Domestication Effective Time and upon the consummation of the Business Combination, the SPAC will redeem such Public Shares for a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the trust account established at the consummation of Haymaker’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the trust account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued public shares. For illustrative purposes, as of the record date, this would have amounted to approximately $[•] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will not own Public Shares or shares of PubCo Class A Common Stock following the redemption. See the subsection titled “Extraordinary General Meeting of Shareholders and Special Meeting of Warrantholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your redemption rights with respect to your Public Shares.

The approval of each of the Initial Merger Proposal, Acquisition Merger Proposal, the Domestication Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2026 Plan Proposal,

 

 

the ESPP Proposal, and the Adjournment Proposal are being proposed as an ordinary resolution, requiring the affirmative vote (in person or by proxy) of a simple majority of the holders of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the Shareholders’ Meeting, voting as a single class. Approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, requiring the affirmative vote (in person or by proxy) of the holders of at least two-thirds of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the Shareholders’ Meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online, or by proxy at the Shareholders’ Meeting will have no effect on the outcome of the vote on any of the Proposals, assuming a valid quorum is established. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Shareholders’ Meeting.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SPAC CLASS A ORDINARY SHARES OR SPAC CAYMAN WARRANTS YOU OWN. To ensure your representation at the Shareholders’ Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly, whether or not you expect to attend the Shareholders’ Meeting. If you hold your shares in “street name,” you should instruct your broker, bank, or other nominee how to vote in accordance with the voting instruction form you received from your broker, bank, or other nominee.

After careful consideration, the board of directors of Haymaker has unanimously approved the Business Combination Agreement and related transactions and the other Proposals described in the accompanying proxy statement/prospectus, has determined that it is advisable to consummate the Business Combination, and further determined that the Business Combination is in the best interests of the SPAC and its securityholders. The board of directors of Haymaker recommends that you vote “FOR” the Business Combination Proposals, “FOR” the Organizational Documents Proposal, “FOR” the Advisory Organizational Documents Proposals, “FOR” the NYSE Proposal, “FOR” the 2026 Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of our Proposals. We encourage you to read the accompanying proxy statement/​prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Sodali & Co. (“Sodali”) at:

Sodali & Co.
430 Park Avenue, 14th Floor
New York, New York 10022
Stockholders Call Toll-Free in North America: (800) 662-5200
Outside of North America Call Collect: (203) 658-94000
E-mail: HYAC@investor.sodali.com.

[•], 2026

By Order of the Board of Directors

 

 

NOTICE OF SPECIAL MEETING OF PUBLIC WARRANTHOLDERS OF
HAYMAKER ACQUISITION CORP. 4 TO BE HELD ON [•], 2026

To the Public Warrantholders of Haymaker Acquisition Corp. 4:

NOTICE IS HEREBY GIVEN that a special meeting of the public warrantholders (the “Warrantholders’ Meeting”) of Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker,” “SPAC,” “we,” “our,” or “us”), will be held in person on [•], 2026, at [•], Eastern Time, at the offices of DLA Piper LLP (US) at 1251 Avenue of the Americas, New York, New York 10020, or such other date, time, and place to which such meeting may be adjourned. We are planning for the Warrantholders’ Meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of The Companies Act (Revised) of the Cayman Islands and our Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”). At the Warrantholders’ Meeting, Haymaker shareholders will be asked to consider and vote upon the following proposals:

Warrantholder Proposal No. 1 — The Warrant Amendment Proposal — To consider and vote upon an amendment (the “Warrant Amendment”) to the Warrant Agreement that governs all of Haymaker’s outstanding warrants to provide that, immediately prior to the Domestication Effective Time (as defined in the accompanying proxy statement/prospectus), each holder of a SPAC Public Warrant will receive, for each such SPAC Public Warrant, a cash payment of $1.00 (the “Warrant Amendment Proposal”).

Warrantholder Proposal No. 2 — The Warrantholder Adjournment Proposal — To allow Haymaker’s board of directors to adjourn the Warrantholders’ Meeting to a later date or dates to permit further solicitation of proxies (the “Warrantholder Adjournment Proposal” and together with the Warrant Amendment Proposal, the “Warrant Proposals”).

The Warrant Amendment Proposal must be approved by the holders of at least a majority of the outstanding SPAC Warrants. The Warrantholder Adjournment Proposal must be approved by the holders of a majority of the SPAC Warrants that are present and entitled to vote at the Warrantholders’ Meeting. The Warrant Amendment Proposal will only become effective if the Business Combination is approved by Haymaker’s stockholders. If the Business Combination is not approved, the Warrant Amendment will not become effective, even if the Public Warrantholders have approved the Warrant Amendment Proposal.

Haymaker is providing the accompanying proxy statement/prospectus and accompanying proxy card to its warrantholders in connection with the solicitation of proxies to be voted at the Warrantholders’ Meeting and at any adjournments thereof. Information about the Warrantholders’ Meeting, the Business Combination, and other related business to be considered by Haymaker’s warrantholders at the Warrantholders’ Meeting is included in the accompanying proxy statement/prospectus.

Whether or not you plan to attend the Warrantholders’ Meeting, all of Haymaker’s equityholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 50 of the accompanying proxy statement/prospectus.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SPAC PUBLIC WARRANTS YOU OWN. To ensure your representation at the Warrantholders’ Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly, whether or not you expect to attend the Warrantholders’ Meeting. If you hold your securities in “street name,” you should instruct your broker, bank, or other nominee how to vote in accordance with the voting instruction form you received from your broker, bank, or other nominee.

After careful consideration, the board of directors of Haymaker has determined that the Warrant Proposals are fair to and in the best interests of Haymaker and its public warrantholders and unanimously recommends that the public warrantholders vote or give instruction to vote “FOR” the Warrant Amendment Proposal and “FOR” the Warrantholder Adjournment Proposal, if presented.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related

 

 

transactions and each of the Warrant Proposals. We encourage you to read the accompanying proxy statement/​prospectus carefully. If you have any questions or need assistance voting your securities, please call our proxy solicitor, Sodali at:

Sodali & Co.
430 Park Avenue, 14th Floor
New York, New York 10022
Stockholders Call Toll-Free in North America: (800) 662-5200
Outside of North America Call Collect: (203) 658-94000
E-mail: HYAC@investor.sodali.com.

[•], 2026

By Order of the Board of Directors

 

 

TABLE OF CONTENTS

 

i

 

ANNEXES

 

ii

 

ADDITIONAL INFORMATION

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Suncrete, Inc. (“New Suncrete” or “PubCo”) and Concrete Partners Holding, LLC (“Suncrete”) (File No. 333-291473) (the “Registration Statement”), constitutes a prospectus of PubCo under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of PubCo Common Stock to be issued if the Business Combination described below is consummated and warrants to purchase shares of PubCo Class A Common Stock upon consummation of the Business Combination. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Shareholders’ Meeting of Haymaker Acquisition Corp. 4 (“Haymaker” or “SPAC”) at which Haymaker shareholders will be asked to consider and vote upon two separate proposals to approve the Business Combination and to approve and adopt the Business Combination Agreement, among other matters.

This proxy statement/prospectus incorporates important business and financial information about Haymaker that is not included in or delivered with the document.

You may request copies of this proxy statement/prospectus, without charge, by written or oral request to Haymaker’s proxy solicitor at:

Sodali & Co.
430 Park Avenue, 14th Floor
New York, New York 10022
Stockholders Call Toll-Free in North America: (800) 662-5200
Outside of North America Call Collect: (203) 658-94000
E-mail: HYAC@investor.sodali.com.

To obtain timely delivery of requested materials, you must request the documents no later than five business days prior to the date of the Shareholders’ Meeting or the Warrantholders’ Meeting, as applicable.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section titled “Where You Can Find Additional Information.”

 

iii

 

SELECTED DEFINITIONS

Unless the context otherwise requires, references in this proxy statement/prospectus to:

“2026 Plan” are to the Suncrete, Inc. 2026 Omnibus Incentive Plan, a form of which is attached hereto as Annex G;

“Acquisition Closing” are to the closing of the Acquisition Merger;

“Acquisition Closing Date” are to the date of the closing of the Acquisition Merger;

“Acquisition Merger” are to the merger on the Closing Date of Merger Sub II with and into Suncrete, with Suncrete surviving the merger as a wholly owned subsidiary of New Suncrete;

“Acquisition Merger Effective Time” are to the date and time at which the Acquisition Merger becomes effective;

“Aggregate Company Common Unit Share Consideration” are to (a) the Aggregate Company Merger Consideration, minus (b) the Aggregate Company Preferred Unit Share Consideration;

“Aggregate Company Merger Consideration” are to, in the aggregate, 32,532,500 shares of PubCo Class B Common Stock or PubCo Class A Common Stock, as applicable;

“Aggregate Company Preferred Unit Share Consideration” are to a number of shares of PubCo Class B Common Stock or PubCo Class A Common Stock, as applicable, equal to (a) (i) the Unreturned Preferred Contribution, plus (ii) the aggregate amount of any accrued but unpaid dividends on the Company Preferred Units issued and outstanding immediately prior to the Acquisition Merger Effective Time, divided by (b) $10.00;

“Assumed SPAC Warrants” are to the warrants to purchase shares of PubCo Class A Common Stock into which the SPAC Warrants will convert at the Initial Merger Effective Time;

“Available Cash” are to an amount equal to: (a) the amount of immediately available funds contained in the Trust Account that are available for release to SPAC in accordance with the amended and restated memorandum and articles of association of the SPAC, as amended and restated from time to time, after deducting all amounts to be paid pursuant to the exercise of redemption rights, plus (b) any funds to be received pursuant to the PIPE Offering, plus (c) all funds held by SPAC outside of the Trust Account and immediately available to SPAC;

“Business Combination” are to the Domestication, the Initial Merger, the Acquisition Merger and all other transactions contemplated by the Business Combination Agreement;

“Business Combination Agreement” are to that certain Business Combination Agreement, dated as of October 9, 2025, by and among SPAC, Merger Sub I, Merger Sub II, PubCo and Suncrete;

“Business Day” are to any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in the Cayman Islands, New York, New York or Dallas, Texas; provided, that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any Governmental Authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

“Closing Date” are to the date on which the Domestication, the Initial Closing and the Acquisition Closing occur;

“Code” are to the U.S. Internal Revenue Code of 1986, as amended;

“Company Common Unit Exchange Ratio” are to (a) the Aggregate Company Common Unit Share Consideration, divided by (b) the aggregate number of Company Common Units (excluding any Company Incentive Units) outstanding as of immediately prior to the Acquisition Merger Effective Time, and as further adjusted pursuant to Section 3.02(e) of the Business Combination Agreement, if applicable;

 

iv

 

“Company Common Units” are to Suncrete’s Common Units as defined in the Company LLC Agreement, including the Company Incentive Units;

“Company Disclosure Schedule” are to the disclosure schedule delivered by Suncrete in connection with the Business Combination Agreement;

“Company Incentive Units” are to Suncrete’s Incentive Units, as defined in the Company LLC Agreement;

“Company LLC Agreement” are to the Amended and Restated Limited Liability Company Agreement of Suncrete, dated as of July 29, 2024, as the same may be amended, supplemented or modified from time to time;

“Company Preferred Units” are to Suncrete’s Preferred Units, as defined in the Company LLC Agreement;

“Company Senior Preferred Units” are to Suncrete’s Senior Preferred Units as defined in the Company LLC Agreement;

“Company Units” are to, collectively, the Company Senior Preferred Units, the Company Preferred Units and the Company Common Units;

“Company Incentive Unit Share Consideration” are to, with respect to a Company Incentive Unit, an amount equal to the Company Common Unit Exchange Ratio, reduced, with respect to any such Company Incentive Unit having a positive Floor Amount (as defined in the applicable Company Incentive Unit Award Agreement) as of immediately prior to the Acquisition Merger Effective Time, to reflect the difference in value between a Company Common Unit and such Company Incentive Unit as of immediately prior to the Acquisition Merger Effective Time, based on a hypothetical liquidation of the Company as of immediately prior to the Acquisition Merger Effective Time in accordance with the terms of the Company LLC Agreement. For the avoidance of doubt, the Company Incentive Unit Share Consideration with respect to any Company Incentive Unit having a Floor Amount equal to zero ($0) under the applicable Company Incentive Unit Award Agreement shall be equal to the Company Common Unit Exchange Ratio;

“DGCL” are to the Delaware General Corporation Law;

“Domestication” are to the transfer by way of continuation of SPAC out of the Cayman Islands by way of deregistering as an exempted company with the Registrar of Companies of the Cayman Islands and the registration, continuation and domestication of the SPAC in the State of Delaware;

“Dothan Concrete” or “Parent” are to Dothan Concrete Investors, LLC, parent company of Suncrete and an affiliate of SunTx;

“Dothan Independent” are to Dothan Independent GP, LP, an affiliate of Suncrete;

“Dothan Management” are to Dothan Concrete Investments Management, LLC, an affiliate of Suncrete, Dothan Independent and SunTx;

“Dothan Management Agreement” are to that certain Management and Consulting Agreement, dated as of July 29, 2024, by and between Dothan Management and Suncrete;

“Dothan Management Agreement Amendment” are to that certain amendment to the Dothan Management Agreement, by and among Suncrete, Dothan Management and PubCo;

“Existing Organizational Documents” are to SPAC’s Amended and Restated Memorandum and Articles of Association, as amended on July 24, 2025, as may be further amended and restated from time to time;

“extraordinary general meeting” are to the Shareholders’ Meeting of Haymaker that is the subject of this proxy statement/prospectus and any adjournments thereof;

“GAAP” are to generally accepted accounting principles in the United States;

 

v

 

“Governmental Authority” are to any United States federal, state, county, municipal or other local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body;

“Haymaker Warrants” are to the SPAC Public Warrants, the private placement warrants and the working capital warrants of SPAC;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Initial Business Combination” are to SPAC’s initial merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities after the Initial Public Offering;

“Initial Closing” are to the closing of the Initial Merger;

“Initial Merger” are to the merger of Merger Sub I with and into SPAC, with SPAC surviving the merger as a publicly traded entity;

“Initial Merger Effective Time” are to the date and time at which the Initial Merger becomes effective;

“Initial Public Offering” or “IPO” are to SPAC’s initial public offering of SPAC Units, which closed on July 28, 2023;

“Initial Shareholders” are to the holders of the SPAC Founder Shares, which includes the Sponsor and SPAC’s independent directors (but for the avoidance of doubt, not including the holders of the Dothan Founder Shares following the Sponsor Distribution);

“IRS” are to the U.S. Internal Revenue Service;

“Management Aggregator” are to Concrete Management MEP, LLC;

“Mergers” are to the Initial Merger and the Acquisition Merger;

“Merger Sub I” are to Haymaker Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of PubCo;

“Merger Sub II” are to Haymaker Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of PubCo;

“Merger Subs” are to Merger Sub I and Merger Sub II;

“Nasdaq” are to The Nasdaq Stock Market, LLC.

“New Suncrete” are to PubCo after giving effect to the Initial Merger;

“New Suncrete Board” are to the board of directors of New Suncrete;

“NYSE” are to The New York Stock Exchange;

“Per Unit Merger Consideration” are to (a) with respect to each Company Senior Preferred Unit, the amount in cash described in Section 3.01(b)(iii) of the Business Combination Agreement, (b) with respect to each Company Preferred Unit, the Company Preferred Unit Exchange Ratio, (c) with respect to each Company Common Unit (other than any Company Incentive Unit), the Company Common Unit Exchange Ratio, and (d) with respect to each Company Incentive Unit, the Company Incentive Unit Share Consideration with respect to such Company Incentive Unit;

“PIPE Offering” are to the private placement pursuant to which SPAC and PubCo entered into subscription agreements (containing commitments to funding that are subject only to conditions that generally align with the conditions set forth in the Merger Agreement) with the PIPE Investors whereby PubCo agreed to issue and sell to the PIPE Investors, in a private placement to close immediately prior to the Acquisition Merger Effective Time, an aggregate of approximately $82.5 million in shares of PubCo Class A Common Stock (or pre-funded warrants in lieu thereof);

 

vi

 

“private placement warrants” are to the warrants issued to the Sponsor in a private placement simultaneously with the closing of the IPO;

“PubCo” are to Suncrete, Inc., a Delaware corporation, formed as a direct wholly owned subsidiary of SPAC;

“PubCo Class A Common Stock” are to the shares of Class A common stock, par value $0.0001 per share, of New Suncrete;

“PubCo Class B Common Stock” are to the shares of Class B common stock, par value $0.0001 per share, of New Suncrete;

“PubCo Common Stock” are to PubCo Class A Common Stock and PubCo Class B Common Stock;

“Public Shareholders” are to the holders of SPAC’s Public Shares;

“Public Shares” are to the SPAC Class A Ordinary Shares sold as part of the SPAC Units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

“Public Warrants” or “SPAC Public Warrants” are to the warrants sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

“Public Warrantholders” are to the holders of the Public Warrants;

“Rollover Holders” are to the holders (including the holders of Company Incentive Units following the Management Aggregator Distribution) of PubCo Common Stock that will be issued in exchange for all outstanding equity interests of Suncrete in the Business Combination;

“SPAC” or “Haymaker” are to Haymaker Acquisition Corp. 4, a Cayman Islands exempted company;

“SPAC Board” or “Haymaker Board” are to the board of directors of Haymaker;

“SPAC Cayman Warrants” are to, prior to the Domestication, the SPAC Public Warrants and the private placement warrants;

“SPAC Class A Common Stock” are to the Class A common stock, par value $0.0001 per share, of SPAC at or after the Domestication Effective Time;

“SPAC Class A Ordinary Shares” are to the Class A ordinary shares, par value $0.0001 per share, of SPAC before the Domestication;

“SPAC Class B Common Stock” are to the Class B common stock, par value $0.0001 per share, of SPAC at or after the Domestication Effective Time;

“SPAC Class B Ordinary Shares” are to the Class B ordinary shares, par value $0.0001 per share, of SPAC before the Domestication;

“SPAC Delaware Warrants” are to, after the Domestication, the warrants to purchase SPAC Class A Common Stock that the SPAC Public Warrants and private placement warrants will convert into upon the Domestication;

“SPAC Founder Shares” or “Haymaker Founder Shares” are to the issued and outstanding SPAC Class B Ordinary Shares (for the avoidance of doubt, not including the Dothan Founder Shares following the Sponsor Distribution);

“SPAC Ordinary Shares” are to the SPAC Class A Ordinary Shares and the SPAC Class B Ordinary Shares;

“SPAC Units” or “Haymaker Units” are to SPAC’s units sold in the IPO, each of which consists of one Class A Ordinary Share and one-half of one public warrant;

“SPAC Warrants” are to, prior to the Domestication, the SPAC Cayman Warrants, and, after the Domestication, the SPAC Delaware Warrants;

 

vii

 

“Sponsor” are to Haymaker Sponsor IV LLC, a Delaware limited liability company;

“Sponsor Notes” are to the unsecured promissory notes issued by SPAC in favor of Sponsor in a maximum aggregate principal amount of up to $6 million and, subject to certain conditions, any additional promissory notes issued by SPAC to Sponsor or any SPAC affiliate to fund working capital, transaction expenses, or other SPAC expenses;

“Suncrete” are to Concrete Partners Holding, LLC, a Delaware limited liability company;

“Suncrete Board” are to the board of managers of Suncrete;

“SunTx” are to SunTx Capital Management Corp., an affiliate of Suncrete, Dothan Independent and Dothan Management;

“Unreturned Preferred Contribution” are to the aggregate Unreturned Preferred Contributions (as defined in the Company LLC Agreement) owed to the holders of Company Preferred Units in connection with the transactions contemplated by the Business Combination Agreement pursuant to the Company LLC Agreement;

“Trust Account” are to the trust account established by SPAC upon the consummation of the IPO and into which a certain amount of the net proceeds from the IPO, together with a certain amount of the proceeds from a concurrent private placement of private placement units issued to the Sponsor simultaneously with the IPO, (including interest not previously released to SPAC to pay its taxes) have been deposited; and

“Warrant Agreement” are to the Warrant Agreement, dated July 25, 2023, between SPAC and Continental Stock Transfer & Trust Company, as warrant agent.

Unless otherwise specified, the voting and economic interests of SPAC shareholders set forth in this proxy statement/prospectus (a) assume that (i) no Public Shareholders elect to have their Public Shares redeemed in connection with the Business Combination, (ii) there are no other issuances of equity interests of SPAC or Suncrete, other than the PIPE Offering and (iii) none of the Initial Shareholders purchase SPAC Class A Ordinary Shares in the open market and (b) do not take into account (i) Assumed SPAC Warrants that will remain outstanding following the Business Combination and may be exercised at a later date (including the Dothan Founder Warrants) or (ii) the issuance of PubCo Class A Common Stock to Sponsor, at the election of Sponsor, in partial satisfaction of a Sponsor Note.

 

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SUMMARY TERM SHEET

This summary term sheet, together with the sections titled “Questions and Answers About the Business Combination” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information included in this proxy statement/prospectus, but does not include all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters to be considered at the Shareholders’ Meeting.

SPAC is a blank check company incorporated on March 7, 2023 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. For more information about SPAC, see the section titled “Information About SPAC.” When you consider the SPAC Board’s recommendation of the Proposals (as defined below), you should keep in mind that SPAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of SPAC shareholders generally. SPAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. See the subsection titled “The Business Combination — Interests of the Sponsor and Haymaker Directors and Officers in the Business Combination” for additional information. The SPAC Board was aware of and considered these interests, among other matters, in recommending that SPAC shareholders vote “FOR” each of the Proposals.

As of January 30, 2026, there were 23,425,499 SPAC Class A Ordinary Shares and 5,750,000 SPAC Class B Ordinary Shares issued and outstanding. In addition, there are currently 11,898,800 SPAC Warrants outstanding, consisting of 11,500,000 SPAC Public Warrants and 398,800 private placement warrants. Each whole SPAC Warrant entitles the holder to purchase one whole SPAC Class A Ordinary Share for $11.50 per share. The SPAC Warrants will not become exercisable until 30 days after the consummation of an Initial Business Combination, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. Once the SPAC Public Warrants become exercisable, SPAC may redeem the outstanding SPAC Public Warrants, in whole and not in part, for cash in accordance with, and subject to the terms of, the Warrant Agreement. The private placement warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees. For more information about the terms of the warrants, see the subsection titled “Description of Securities — Warrants — Public Warrants.”

Suncrete is a ready-mix concrete logistics and distribution platform operating across Oklahoma and Arkansas with plans to expand throughout the high-growth U.S. Sunbelt region through acquisitions and organic growth. Suncrete leverages operational scale, technological integration and quality control to serve a diverse base of infrastructure, commercial and residential customers. For more information about Suncrete, see the sections titled “Information About Suncrete” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Suncrete.”

On October 9, 2025, SPAC entered into the Business Combination Agreement with Suncrete and the other parties thereto. A copy of the Business Combination Agreement is attached to this proxy statement/​prospectus as Annex A.

Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in three steps: (a) on the Closing Date, the Domestication (the time at which the Domestication becomes effective, the “Domestication Effective Time”); (b) on the Closing Date and immediately following the Domestication, the Initial Merger, with SPAC surviving the Initial Merger as a wholly owned subsidiary of PubCo (SPAC, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to herein as the “Surviving Corporation,” and the time at which the Initial Merger becomes effective, the “Initial Merger Effective Time”); and (c) on the Closing Date and immediately following the Initial Merger and the Acquisition Merger, with Suncrete surviving the Acquisition Merger as a wholly owned subsidiary of New Suncrete. For more information about the Business Combination Agreement and the Business Combination, see the section titled “The Business Combination.”

In connection with the Domestication, SPAC will transfer by way of continuation out of its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by (i) deregistering as a Cayman Islands

 

1

 

exempted company with the Registrar of Companies of the Cayman Islands and (ii) continuing and domesticating as a Delaware corporation.

At the Domestication Effective Time, by virtue of the Domestication and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each SPAC Class B Ordinary Share, that is issued and outstanding immediately prior to the Domestication Effective Time will convert automatically, on a one-for-one basis, into a share of SPAC Class B Common Stock;

​

(b)

each SPAC Class A Ordinary Share that is then-issued and outstanding will convert automatically, on a one-for-one basis, into a share of SPAC Class A Common Stock;

​

(c)

each unit of the SPAC prior to the Domestication, each such unit comprised of one SPAC Class A Ordinary Share and one-half of one SPAC Cayman Warrant (a “SPAC Cayman Unit”) that is then issued and outstanding will convert automatically, on a one-for-one basis, into a unit of the SPAC following the Domestication, each such unit comprised of one share of SPAC Class A Common Stock and one-half of one SPAC Delaware Warrant (a “SPAC Delaware Unit”); and

​

(d)

each then issued and outstanding SPAC Cayman Warrant will convert automatically, on a one-for-one basis, into one SPAC Delaware Warrant, pursuant to and in accordance with the Warrant Agreement.

​

At the Initial Merger Effective Time, by virtue of the Initial Merger and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each share of Common Stock of Merger Sub I, par value $0.0001 per share, issued and outstanding immediately prior to the Initial Merger Effective Time will be redeemed for par value;

​

(b)

each share of SPAC Class A Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time will be canceled and converted into one share of PubCo Class A Common Stock;

​

(c)

each share of SPAC Class B Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time will be canceled and converted into one share of PubCo Class B Common Stock;

​

(d)

each then-outstanding and unexercised SPAC Delaware Warrant will automatically be assumed and converted into an Assumed SPAC Warrant; and

​

(e)

each SPAC Delaware Unit issued and outstanding immediately prior to the Initial Merger Effective Time will be detached into one share of PubCo Class A Common Stock and one-half of one Assumed SPAC Warrant.

​

Prior to the Acquisition Merger Effective Time, Concrete Management MEP, LLC will distribute to its members, in redemption and cancellation of such members’ limited liability company interests in Management Aggregator, the Company Incentive Units, corresponding to such redeemed interests (the “Management Aggregator Distribution”).

At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each Company Common Unit (other than any Company Incentive Units) issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive, in the aggregate, shares of PubCo Class B Common Stock and PubCo Class A Common Stock, as applicable, equal to the Company Common Unit Exchange Ratio;

​

(b)

each Company Preferred Unit issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive shares of PubCo

​

 

2

 

Class B Common Stock and PubCo Class A Common Stock, as applicable, equal to the Company Preferred Unit Exchange Ratio;

(c)

each Company Senior Preferred Unit issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive a cash payment in the amount equal to the Unreturned Senior Preferred Contribution (as defined in the Company LLC Agreement) with respect to such Company Senior Preferred Unit, calculated in accordance with the terms set forth in the Company LLC Agreement;

​

(d)

each Company Incentive Unit issued and outstanding immediately prior to the Acquisition Merger Effective Time will be automatically cancelled and converted into the right to receive a number of restricted shares of PubCo Class A Common Stock equal to the Company Incentive Unit Share Consideration with respect to such Company Incentive Unit (each, a “Rollover Equity Award”); provided, that each holder of a Rollover Equity Award will enter into a side letter agreement at the Acquisition Merger Effective Time pursuant to which each such holder will agree that their Rollover Equity Award will be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to such Company Incentive Unit immediately prior to the Acquisition Merger Effective Time;

​

(e)

each Company Unit held in treasury of Suncrete as of immediately prior to the Acquisition Merger Effective Time will thereupon be cancelled without any conversion thereof and no payment or distribution will be made within respect thereto;

​

(f)

each share of PubCo Class B Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time will be converted into and exchanged, on a one-for-one basis, into one share of PubCo Class A Common Stock (subject to clause (h) below);

​

(g)

each Unit of Merger Sub II issued and outstanding immediately prior to the Acquisition Merger Effective Time will be converted into and exchanged for one validly issued, fully paid and non-assessable unit of Suncrete;

​

(h)

upon distribution by the Sponsor of the Dothan Founder Shares (as defined below) (together with the Dothan Assumed Warrants) (such distribution the “Sponsor Distribution”) to Dothan Independent, each Dothan Founder Share will be converted into and exchanged, on a one-for-one basis, into one share of PubCo Class B Common Stock; and

​

(i)

subject to the receipt by Suncrete prior to the Acquisition Merger Effective Time of the necessary waivers, approvals, consents or authorizations and the satisfaction of certain contractual requirements, PubCo will issue 2,500,000 shares of PubCo Class B Common Stock to Dothan Independent.

​

In addition, immediately prior to the Domestication Effective Time, SPAC will redeem all of the issued and outstanding SPAC Public Warrants at $1.00 per SPAC Public Warrant (the “Warrant Redemption”), which redemption will be effected by SPAC by way of an amendment to the Warrant Agreement if the proposal to effectuate such amendment is approved by holders of a majority of the number of the then outstanding SPAC Cayman Warrants (“SPAC Warrantholders”).

For more information about the Business Combination Agreement and the Business Combination, see the section titled “The Business Combination.”

Unless lawfully waived by the parties to the Business Combination Agreement, the Acquisition Closing is subject to a number of conditions set forth in the Business Combination Agreement, including, among others, receipt of the requisite SPAC shareholder approval of the Business Combination Agreement, the Business Combination, and certain other proposals at the Shareholders’ Meeting. For more information about the closing conditions to the Business Combination, see the subsection titled “The Business Combination — Conditions to Consummation of the Business Combination Agreement.”

The Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or for other reasons in specified

 

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circumstances. For more information about the termination rights under the Business Combination Agreement, see the subsection titled “The Business Combination — Termination.”

The proposed Business Combination involves numerous risks. For more information about these risks, please see the section titled “Risk Factors.”

The following table summarizes the pro forma ownership of New Suncrete Common Stock immediately following the Business Combination under five redemption scenarios: no additional redemptions, 25% redemptions, 50% redemptions, 75% redemptions and maximum redemptions. For illustrative purposes, the information in the table also assumes that (i) there are no other issuances of equity interests of SPAC or Suncrete prior to the closing of the Business Combination, (ii) none of SPAC’s Initial Shareholders purchase any additional SPAC Class A Ordinary Shares prior to the closing of the Business Combination and (iii) that the Business Combination closes on March 16, 2026. In addition, the information in this table does not take into account Assumed SPAC Warrants that will remain outstanding following the Business Combination and may be exercised at a later date. The actual results will be within the parameters described by the scenarios above. However, there can be no assurance regarding which scenario will be closest to the actual results. Stockholders will experience additional dilution to the extent PubCo issues additional shares of PubCo Common Stock after the closing of the Business Combination. Stockholders will also experience additional dilution to the extent that the Sponsor elects to convert any amounts outstanding under the existing convertible promissory note into securities of PubCo, which, based on the amount outstanding under such note as of September 30, 2025, (i) would be convertible into units consisting of 75,500 shares of PubCo Class A Common Stock and warrants to purchase 37,750 shares of PubCo Class A Common Stock and (ii) assuming full exercise of the warrants, represents less than 1% of the outstanding shares in each of the scenarios described in the table below. The table below excludes shares of PubCo Common Stock that will initially be available for issuance under the 2026 Plan and ESPP. Please see the sections titled “Summary of the Proxy Statement/Prospectus — Ownership of New Suncrete After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

​

(1)

Includes 3,496,887 shares of restricted PubCo Class A Common Stock issuable as Rollover Equity Awards.

​

The SPAC Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination. For more information about the SPAC Board’s decision-making process, see the subsection titled “The Business Combination — The Haymaker Board’s Reasons for the Approval of the Business Combination.”

In addition to voting on the two separate proposals to approve the Initial Merger by special resolution (the “Initial Merger Proposal”) and to approve the Acquisition Merger and approve and adopt the Business Combination Agreement and the Business Combination by ordinary resolution (the “Acquisition Merger Proposal” and, together with the Initial Merger Proposal, the “Business Combination Proposals”) at the Shareholders’ Meeting, SPAC’s shareholders will also be asked to vote on the approval of:

​

•

the Domestication, on a non-binding advisory basis;

​

•

the proposed certificate of incorporation (the “Proposed SPAC Certificate of Incorporation”) and the proposed bylaws (the “Proposed SPAC Bylaws” and, together with the Proposed SPAC Certificate

​

 

4

 

of Incorporation, the “Proposed SPAC Organizational Documents”) of SPAC, which if approved, would take effect at the Domestication Effective Time (the “SPAC Organizational Documents Proposal”);

•

the proposed amended and restated certificate of incorporation (the “Proposed PubCo Certificate of Incorporation”) and the proposed amended and restated bylaws (the “Proposed PubCo Bylaws” and, together with the Proposed SPAC Certificate of Incorporation, the “Proposed PubCo Organizational Documents”) of PubCo, which if approved, would take effect at the Initial Merger Effective Time (the “PubCo Organizational Documents Proposal” and together with the SPAC Organization Documents Proposal, the “Organization Documents Proposals”);

​

•

on a non-binding advisory basis, certain governance provisions in the Proposed PubCo Organizational Documents, which are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as eight separate proposals (collectively, the “Advisory Organizational Documents Proposals”);

​

​

•

for purposes of complying with applicable listing rules of the NYSE, the issuance pursuant to the Business Combination Agreement of up to an aggregate of 49,746,058 shares of PubCo Class A Common Stock in connection with the Business Combination and the PIPE Offering (the “NYSE Proposal”);

​

•

the 2026 Plan and material terms thereunder (the “2026 Plan Proposal”);

​

•

the ESPP and material terms thereunder (the “ESPP Proposal”); and

​

•

the adjournment of the Shareholders’ Meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the Shareholders’ Meeting, (ii) if Haymaker determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Mergers or any other transaction contemplated by the Business Combination Agreement or the related agreements (the “Adjournment Proposal” and, together with the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2026 Plan Proposal and the ESPP Proposal, the “Proposals”).

​

For more information, see the sections titled “Shareholder Proposal No. 1 — The Business Combination Proposals,” “Shareholder Proposal No. 2 — The Domestication Proposal,” “Shareholder Proposal No. 3 — The Organizational Documents Proposal,” “Shareholder Proposal No. 4 — The Advisory Organizational Documents Proposals,” “Shareholder Proposal No. 5 — The NYSE Proposal,” “Shareholder Proposal No. 6 — The 2026 Plan Proposal,” “Shareholder Proposal No. 7 — The ESPP Proposal” and “Shareholder Proposal No. 8 — The Adjournment Proposal.”

At the Warrantholders’ Meeting, holders of SPAC Cayman Warrants will be asked to consider and vote on (a) a proposal to approve an amendment to the terms of the Warrant Agreement in the form attached to the accompanying proxy statement/prospectus as Annex I thereto to provide that, immediately prior to the Domestication Effective Time, each SPAC Public Warrant, which entitles the holder thereof to purchase one SPAC Class A Ordinary Share, will be redeemed by SPAC in exchange for a cash payment of $1.00 per SPAC Public Warrant and (b) a proposal to allow Haymaker’s board of directors to adjourn the Warrantholders’ Meeting to a later date or dates to permit further solicitation of proxies.

For more information, see the sections titled “Warrantholder Proposal No. 1 — The Warrant Amendment Proposal,” and “Warrantholder Proposal No. 2 — The Warrantholder Adjournment Proposal.”

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Shareholders’ Meeting and the Warrantholders’ Meeting, including the proposed Business Combination. The following questions and answers do not include all the information that is important to Haymaker shareholders and warrantholders. We urge Haymaker shareholders and warrantholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:

Why am I receiving this proxy statement/prospectus?

​

​

A:

Haymaker is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their Ordinary Shares with respect to the matters to be considered at the Shareholders’ Meeting. Haymaker shareholders are being asked to consider and vote upon, among other things, separate proposals to: (a) approve and adopt the Business Combination Agreement, pursuant to which the Business Combination will be effected in three steps: (1) at the Domestication Effective Time, the Domestication, (2) at the Initial Merger Effective Time, the Initial Merger, with SPAC surviving the Initial Merger as a wholly owned subsidiary of PubCo; and (3) at the Acquisition Merger Effective Time, the Acquisition Merger, with Suncrete surviving the Acquisition Merger as a wholly owned subsidiary of New Suncrete; (b) approve the Domestication, the Initial Merger, the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement; and (c) approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of up to an aggregate of 49,746,058 shares of PubCo Class A Common Stock in connection with the Business Combination and the PIPE Offering.

​

The Business Combination cannot be completed unless Haymaker shareholders approve the Business Combination Proposals, the Domestication Proposal, the Organizational Documents Proposal, and the NYSE Proposal (collectively, the “Condition Precedent Proposals”) at the Shareholders’ Meeting.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes include important information about the proposed Business Combination and the other matters to be acted upon at the Shareholders’ Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

The approval of each of the Initial Merger Proposal, the Acquisition Merger Proposal, the Domestication Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2026 Plan Proposal, the ESPP Proposal, and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote (in person or by proxy) of the holders of at least a simple majority of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the Shareholders’ Meeting, voting as a single class. The Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of at least two-thirds of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the Shareholders’ Meeting, voting as a single class.

At the Domestication Effective Time, pursuant to the Domestication: (a) each then issued and outstanding SPAC Class B Ordinary Share will convert automatically, on a one-for-one basis, into one share of SPAC Class B Common Stock; (b) each then issued and outstanding SPAC Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of SPAC Class A Common Stock; and (c) each then issued, outstanding and unexercised SPAC Cayman Warrant will convert automatically, on a one-for-one basis, into one SPAC Delaware Warrant, pursuant to and in accordance with the Warrant Agreement.

At the Initial Merger Effective Time, pursuant to the Initial Merger: (a) each then issued and outstanding share of PubCo Common Stock shall be redeemed for par value; (b) each then-outstanding share of SPAC Class A Common Stock will be automatically canceled and converted, on a one-for-one basis into one share of PubCo Class A Common Stock; and (c) each then issued, outstanding and unexercised SPAC Delaware Warrant will be assumed and converted automatically into an Assumed SPAC Warrant pursuant to the Warrant Agreement.

 

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SPAC’s Public Warrantholders are being asked to consider and vote upon the Warrant Amendment Proposal to amend the terms of the Warrant Agreement governing SPAC’s outstanding Public Warrants to provide that, immediately prior to the Domestication Effective Time, each holder of a SPAC Public Warrant will receive, for each such SPAC Public Warrant, a cash payment of $1.00. The SPAC Public Warrantholders are also being asked to consider and vote upon the Warrantholder Adjournment Proposal to adjourn the Warrantholders’ Meeting to a later date or dates, including, if necessary, including to permit further solicitation and vote of proxies if it is determined by SPAC that more time is necessary or appropriate to approve the Warrant Amendment Proposal.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

Q:

What is being voted on at the Shareholders’ Meeting?

​

A:

Haymaker shareholders will vote on the following proposals at the Shareholders’ Meeting:

​

​

•

The Business Combination Proposals — To consider and vote upon two separate proposals to approve the Initial Merger and the Acquisition Merger and to approve the adoption of the Business Combination Agreement and the transactions contemplated thereby by ordinary resolution (“Proposal No. 1”);

​

​

•

The Domestication Proposal — To consider and vote upon a proposal to approve, on a non-binding advisory basis, by ordinary resolution, the transfer by way of continuation of SPAC’s jurisdiction of incorporation by deregistering as an exempted company with the Registrar of Companies of the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (“Proposal No. 2”)

​

•

The Organizational Documents Proposal — To consider and vote upon a proposal to approve by special resolution (i) the Proposed SPAC Certificate of Incorporation and the Proposed SPAC Bylaws, which, if approved, would take effect at the Domestication Effective Time, and (ii) the Proposed PubCo Certificate of Incorporation and the Proposed PubCo Bylaws, which, if approved, would take effect at the Initial Merger Effective Time (“Proposal No. 3”);

​

•

The Advisory Organizational Documents Proposals — To consider and vote upon eight separate proposals to approve, on a non-binding advisory basis, by ordinary resolution, material differences between the Existing Organizational Documents and the Proposed PubCo Organizational Documents, which are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions (“Proposal No. 4”);

​

​

•

The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the NYSE, the issuance of up to an aggregate of up to an aggregate of 49,746,058 shares of PubCo Class A Common Stock in connection with the Business Combination and the PIPE Offering (“Proposal No. 5”);

​

•

The 2026 Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the 2026 Plan and material terms thereunder (“Proposal No. 6”);

​

•

The ESPP Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the ESPP and material terms thereunder (“Proposal No. 7”); and

​

•

The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Shareholders’ Meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the Shareholders’ Meeting, (ii) if Haymaker determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Mergers or any other transaction contemplated by the Business Combination Agreement or the related agreements (“Proposal No. 8”).

​

 

7

 

Q:

Are the Proposals conditioned on one another?

​

A:

Haymaker may not consummate the Business Combination unless the Condition Precedent Proposals are approved at the Shareholders’ Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

​

Q:

What is being voted on at the Warrantholders’ Meeting?

​

A:

At the Warrantholders’ Meeting, holders of SPAC Cayman Warrants will be asked to consider and vote on the following proposals:

​

​

•

The Warrant Amendment Proposal — To approve an amendment to the terms of the Warrant Agreement in the form attached as Annex I hereto to provide that, immediately prior to the Domestication Effective Time, each SPAC Public Warrant, which entitles the holder thereof to purchase one share of SPAC Class A Common Stock, will be redeemed by SPAC in exchange for a cash payment of $1.00 per SPAC Public Warrant.

​

•

The Warrantholder Adjournment Proposal — To allow the Haymaker Board to adjourn the Warrantholders’ Meeting to a later date or dates to permit further solicitation of proxies.

​

Q:

What will happen in the Business Combination?

​

A:

On October 9, 2025, Haymaker entered into the Business Combination Agreement with the other parties thereto. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in three steps: (1) on the Closing Date, the Domestication, (2) on the Closing Date and immediately following the Domestication, the Initial Merger, with SPAC surviving the Initial Merger as a wholly owned subsidiary of PubCo; and (3) on the Closing Date and immediately following the Initial Merger and the Acquisition Merger, with Suncrete surviving the Acquisition Merger as a wholly owned subsidiary of New Suncrete.

​

At the Domestication Effective Time, by virtue of the Domestication and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each SPAC Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication Effective Time will convert automatically, on a one-for-one basis, into a share of SPAC Class B Common Stock;

​

(b)

each SPAC Class A Ordinary Share that is then-issued and outstanding will convert automatically, on a one-for-one basis, into a share of SPAC Class A Common Stock;

​

(c)

each SPAC Cayman Unit that is then issued and outstanding will convert automatically, on a one-for-one basis, into a SPAC Delaware Unit; and

​

(d)

each then issued and outstanding SPAC Cayman Warrant will convert automatically, on a one-for-one basis, into a SPAC Delaware Warrant, pursuant to and in accordance with the Warrant Agreement.

​

At the Initial Merger Effective Time, by virtue of the Initial Merger and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each share of Common Stock of Merger Sub I, par value $0.0001 per share, issued and outstanding immediately prior to the Initial Merger Effective Time will be redeemed for par value;

​

(b)

each share of SPAC Class A Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time will be canceled and converted into one share of PubCo Class A Common Stock;

​

 

8

 

(c)

each share of SPAC Class B Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time will be canceled and converted into one share of PubCo Class B Common Stock;

​

(d)

each then-outstanding and unexercised SPAC Delaware Warrant will automatically be assumed and converted into an Assumed SPAC Warrant; and

​

(e)

each SPAC Delaware Unit issued and outstanding immediately prior to the Initial Merger Effective Time will be detached into one share of PubCo Class A Common Stock and one-half of one Assumed SPAC Warrant.

​

Prior to the Acquisition Merger Effective Time, Management Aggregator will complete the Management Aggregator Distribution.

At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each Company Common Unit (other than any Company Incentive Units) issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive, in the aggregate, shares of PubCo Class B Common Stock and PubCo Class A Common Stock, as applicable, equal to the Company Common Unit Exchange Ratio;

​

(b)

each Company Preferred Unit issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive shares of PubCo Class B Common Stock and PubCo Class A Common Stock, as applicable, equal to the Company Preferred Unit Exchange Ratio;

​

(c)

each Company Senior Preferred Unit issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive a cash payment in the amount equal to the Unreturned Senior Preferred Contribution (as defined in the Company LLC Agreement) with respect to such Company Senior Preferred Unit, calculated in accordance with the terms set forth in the Company LLC Agreement;

​

(d)

each Company Incentive Unit issued and outstanding immediately prior to the Acquisition Merger Effective Time will be automatically cancelled and converted into a Rollover Equity Award; provided, that each holder of a Rollover Equity Award will enter into a side letter agreement at the Acquisition Merger Effective Time pursuant to which each such holder will agree that their Rollover Equity Award will be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to such Company Incentive Unit immediately prior to the Acquisition Merger Effective Time;

​

(e)

each Company Unit held in treasury of Suncrete as of immediately prior to the Acquisition Merger Effective Time will thereupon be cancelled without any conversion thereof and no payment or distribution will be made within respect thereto;

​

(f)

each share of PubCo Class B Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time will be converted into and exchanged, on a one-for-one basis, into one share of PubCo Class A Common Stock (subject to clause (h) below);

​

(g)

each Unit of Merger Sub II issued and outstanding immediately prior to the Acquisition Merger Effective Time will be converted into and exchanged for one validly issued, fully paid and non-assessable unit of Suncrete;

​

(h)

upon the Sponsor Distribution to Dothan Independent, each Dothan Founder Share will be converted into and exchanged, on a one-for-one basis, into one share of PubCo Class B Common Stock; and

​

 

9

 

(i)

subject to the receipt by Suncrete prior to the Acquisition Merger Effective Time of the necessary waivers, approvals, consents or authorizations and the satisfaction of certain contractual requirements, PubCo will issue 2,500,000 shares of PubCo Class B Common Stock to Dothan Independent.

​

In addition, immediately prior to the Domestication Effective Time, SPAC will redeem all of the issued and outstanding SPAC Public Warrants at $1.00 per SPAC Public Warrant in the Warrant Redemption, which redemption will be effected by SPAC by way of an amendment to the Warrant Agreement if the proposal to effectuate such amendment is approved by a majority of the number of the then outstanding SPAC Warrantholders.

For more information about the Business Combination Agreement and the Business Combination, see the section titled “The Business Combination.”

Q:

Why is Haymaker proposing the Business Combination?

​

A:

Haymaker was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving Haymaker and one or more businesses or entities. On July 28, 2023, SPAC completed the IPO of 23,000,000 SPAC Units, including 3,000,000 SPAC Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, with each SPAC Unit consisting of one SPAC Class A Ordinary Share and one-half of one warrant, where each whole warrant is exercisable to purchase one SPAC Class A Ordinary Share at a price of $11.50 per share, generating gross proceeds to SPAC of $230,000,000. The underwriters were granted a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 3,000,000 additional units to cover over-allotments, if any, at $10.00 per unit, less underwriting discounts and commissions. The underwriter exercised the over-allotment option in full. Since the IPO, SPAC’s activity has been limited to the search for a prospective Initial Business Combination. The SPAC Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including its review of the results of the due diligence conducted by SPAC’s management and SPAC’s advisors. As a result, the SPAC Board concluded that a transaction with Suncrete would present the most attractive opportunity to maximize value for SPAC’s shareholders. Please see the subsection titled “The Business Combination- Haymaker Board’s Reasons for the Approval of the Business Combination.”

​

Q:

How will New Suncrete be managed and governed following the Business Combination?

​

A:

Following the Business Combination, the New Suncrete Board will be divided into three separate classes, designated as follows:

​

​

•

the Class I directors will be William Holden and Bretton Johnston, and their terms will expire at the first annual meeting of stockholders of New Suncrete following the closing of the Business Combination;

​

​

•

the Class II directors will be Andrew Heyer and Randall Edgar, and their terms will expire at the second annual meeting of stockholders of New Suncrete following the closing of the Business Combination; and

​

​

•

the Class III directors will be Ned N. Fleming, III, Mark R. Matteson and David Rees-Jones, and their terms will expire at the third annual meeting of stockholders of New Suncrete following the closing of the Business Combination.

​

For additional information, please see the section titled “Management Following the Business Combination.”

Q:

Will SPAC obtain new financing in connection with the Business Combination?

​

​

A:

Concurrently with the execution of the Business Combination Agreement, Haymaker, PubCo, and the PIPE Investors entered into the Subscription Agreements pursuant to which the PIPE Investors

​

 

10

 

committed to subscribe for and purchase shares of PubCo Class A Common Stock at $10.00 per share (or pre-funded warrants in lieu thereof) for an aggregate purchase price of $105.5 million immediately prior to the Closing.

Q:

What equity stake will Haymaker’s current shareholders and the holders of the Haymaker Founder Shares hold in New Suncrete following the consummation of the Business Combination?

​

​

A:

The following table summarizes the pro forma ownership of New Suncrete Common Stock immediately following the Business Combination under five redemption scenarios: no additional redemptions, 25% redemptions, 50% redemptions, 75% redemptions and maximum redemptions. For illustrative purposes, the information in the table also assumes that (i) there are no other issuances of equity interests of SPAC or Suncrete prior to the closing of the Business Combination, (ii) none of SPAC’s Initial Shareholders purchase any additional SPAC Class A Ordinary Shares prior to the closing of the Business Combination and (iii) that the Business Combination closes on March 16, 2026. In addition, the information in this table does not take into account Assumed SPAC Warrants that will remain outstanding following the Business Combination and may be exercised at a later date. The actual results will be within the parameters described by the scenarios above. However, there can be no assurance regarding which scenario will be closest to the actual results. Stockholders will experience additional dilution to the extent PubCo issues additional shares of PubCo Common Stock after the closing of the Business Combination. Stockholders will also experience additional dilution to the extent that the Sponsor elects to convert any amounts outstanding under the existing convertible promissory note into securities of PubCo, which, based on the amount outstanding under such note as of September 30, 2025, (i) would be convertible into units consisting of 75,500 shares of PubCo Class A Common Stock and warrants to purchase 37,750 shares of PubCo Class A Common Stock and (ii) assuming full exercise of the warrants, represents less than 1% of the outstanding shares in each of the scenarios described in the table below. The table below excludes shares of PubCo Common Stock that will initially be available for issuance under the 2026 Plan and ESPP. Please see the sections titled “Summary of the Proxy Statement/Prospectus — Ownership of New Suncrete After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

​

​

(1)

Includes 3,496,887 shares of restricted PubCo Class A Common Stock issuable as Rollover Equity Awards.

​

Q:

How will the Initial Merger affect my Ordinary Shares and SPAC Warrants?

​

A:

At the Domestication Effective Time, by virtue of the Domestication and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

​

(a)

each SPAC Class B Ordinary Share, that is issued and outstanding immediately prior to the Domestication Effective Time will convert automatically, on a one-for-one basis, into a share of SPAC Class B Common Stock;

​

(b)

each SPAC Class A Ordinary Share, that is then-issued and outstanding will convert automatically, on a one-for-one basis, into a share of SPAC Class A Common Stock;

​

 

11

 

(c)

each SPAC Cayman Unit that is then issued and outstanding will convert automatically, on a one-for-one basis, into a SPAC Delaware Unit; and

​

(d)

each then issued and outstanding SPAC Cayman Warrant will convert automatically, on a one-for-one basis, into one SPAC Delaware Warrant, pursuant to and in accordance with the Warrant Agreement.

​

At the Initial Merger Effective Time, by virtue of the Initial Merger and without any action on the part of the SPAC, any of the Merger Subs, Suncrete, PubCo or the holders of any of the following securities:

(a)

each share of SPAC Class A Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time will be canceled and converted into one share of PubCo Class A Common Stock;

​

(b)

each share of SPAC Class B Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time will be canceled and converted into one share of PubCo Class B Common Stock;

​

(c)

each then-outstanding and unexercised SPAC Delaware Warrant will automatically be assumed and converted into a warrant to acquire one share of PubCo Class A Common Stock, subject to the same terms and conditions applicable to the corresponding former SPAC Cayman Warrant immediately prior to the Initial Merger Effective Time (each such resulting warrant, an “Assumed SPAC Warrant”); and

​

(d)

each SPAC Delaware Unit issued and outstanding immediately prior to the Initial Merger Effective Time will be detached into one share of PubCo Class A Common Stock and one-half of one Assumed SPAC Warrant.

​

In addition, immediately prior to the Domestication Effective Time, SPAC will redeem all of the issued and outstanding SPAC Public Warrants at $1.00 per SPAC Public Warrant in the Warrant Redemption, which redemption will be effected by SPAC by way of an amendment to the Warrant Agreement if the proposal to effectuate such amendment is approved by a majority of the number of the then outstanding SPAC Warrantholders.

Q:

What are the U.S. federal income tax consequences of the Domestication?

​

A:

As discussed more fully below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — Effects of the Domestication on U.S. Holders” the Domestication should qualify as a tax-deferred “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). The rules governing the U.S. federal income tax treatment of the Domestication are complex and will depend on a holder’s particular circumstances. Section 367(b) of the Code, which applies to the domestication of a foreign corporation in an F Reorganization and imposes U.S. federal income tax on certain U.S. persons in connection with transactions that otherwise would generally be tax-free, may apply with respect to U.S. Holders (as defined below) on the date of the Domestication.

​

Further, the Domestication could be a taxable event for U.S. Holders under the “passive foreign investment company” ​(or “PFIC”) provisions of the Code.

All holders of our Public Shares or SPAC Public Warrants are urged to consult with their tax advisors regarding the potential tax consequences to them of the Domestication and the tax consequences if the Domestication were to fail to qualify as an F Reorganization. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the discussion below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations.”

Q: What are the U.S. federal income tax consequences of the Initial Merger?

As discussed more fully below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — Effects of the Mergers on U.S. Holders,” the Initial Merger, together with the Acquisition Merger and the PIPE Offering, should qualify as an integrated part of a transaction

 

12

 

described in Section 351 of the Code. The rules governing the U.S. federal income tax treatment of the Initial Merger are complex and will depend on a holder’s particular circumstances.

All holders of our Public Shares or SPAC Public Warrants are urged to consult with their tax advisors regarding the potential tax consequences to them of the Initial Merger and the tax consequences if the Initial Merger were to fail to qualify as an integrated part of a transaction described in Section 351 of the Code. For a more complete discussion of the U.S. federal income tax considerations of the Initial Merger, see the discussion below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations.”

Q:

Why is Haymaker proposing the NYSE Proposal?

​

​

A:

Haymaker is proposing the NYSE Proposal in order to comply with NYSE listing rules, which require shareholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. In connection with the Business Combination and the PIPE Offering, New Suncrete may issue up to an aggregate of 49,746,058 shares of PubCo Class A Common Stock. Because 20% or more of Haymaker’s outstanding voting power and outstanding Ordinary Shares may be issued in connection with the Business Combination, Haymaker is required to obtain its shareholders’ approval of such issuances pursuant to NYSE listing rules. See the section titled “Shareholder Proposal No. 6 — The NYSE Proposal” for additional information.

​

Q:

Did the Haymaker Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

​

A:

No. The Haymaker Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Haymaker is not required to obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions as the target business is not affiliated with the Sponsor, the Initial Shareholders or Haymaker’s directors and officers. Haymaker’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Haymaker’s advisors and consultants, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Haymaker’s officers, directors, and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Haymaker Board in valuing Suncrete and assuming the risk that the Haymaker Board may not have properly valued the business.

​

Q:

What happens if I sell my SPAC Class A Ordinary Shares before the Shareholders’ Meeting?

​

A:

The record date for the Shareholders’ Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your SPAC Class A Ordinary Shares after the record date, but before the Shareholders’ Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Shareholders’ Meeting. However, you will not be able to seek redemption of your SPAC Class A Ordinary Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described in this proxy statement/prospectus and the Existing Organizational Documents. If you transfer your SPAC Class A Ordinary Shares prior to the record date, you will have no right to vote those shares at the Shareholders’ Meeting or seek redemption of those shares.

​

Q:

How has the announcement of the Business Combination affected the trading price of the Haymaker Units, SPAC Class A Ordinary Shares, and SPAC Public Warrants?

​

​

A:

The closing price of the Haymaker Units, SPAC Class A Ordinary Shares, and SPAC Public Warrants on October 8, 2025, the last trading day before announcement of the execution of the Business Combination Agreement, was $11.51, $11.35, and $0.59, respectively. On January 30, 2026, the Haymaker Units, SPAC Class A Ordinary Shares, and SPAC Public Warrants closed at $11.50, $11.38 and $1.42 respectively.

​

 

13

 

Q:

Following the Business Combination, will Haymaker’s securities continue to trade on a stock exchange?

​

​

A:

The parties anticipate that, following the Business Combination, the PubCo Class A Common Stock and Assumed SPAC Warrants are expected to be listed on The Nasdaq Global Select Market under the new symbols “RMIX” and “RMIX.W,” respectively, and the Haymaker Units, SPAC Class A Ordinary Shares, and SPAC Warrants will cease trading on the NYSE and will be deregistered under the Exchange Act.

​

Q:

What vote is required to approve the Proposals presented at the Shareholders’ Meeting?

​

​

A:

The approval of each of the Initial Merger Proposal, the Acquisition Merger Proposal, the Domestication Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2026 Plan Proposal, the ESPP Proposal, and the Adjournment Proposal is being proposed as an ordinary resolution, requiring the affirmative vote (in person or by proxy) of the holders of a simple majority of the holders of SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the Shareholders’ Meeting, voting as a single class. Approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, requiring the affirmative vote (in person or by proxy) of the holders of at least two-thirds of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the Shareholders’ Meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online, or by proxy at the Shareholders’ Meeting will have no effect on the outcome of the vote on any of the Proposals, assuming a valid quorum is established. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Shareholders’ Meeting.

​

Q:

What vote is required to approve the Proposals presented at the Warrantholders’ Meeting?

​

A:

The Warrant Amendment Proposal requires the vote of the registered holders of a majority of the SPAC Warrants issued and outstanding as of the record date. Accordingly, a warrantholder’s failure to vote by proxy or to vote virtually at the Warrantholders’ Meeting, an abstention from voting, or a broker non-vote, will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal.

​

The Warrantholder Adjournment Proposal will be approved and adopted if the holders of a majority of the SPAC Warrants, represented virtually or by proxy and voted thereon at the Warrantholders’ Meeting, vote “FOR” the Warrantholder Adjournment Proposal.

Q:

May the Sponsor, Haymaker’s directors, officers, advisors, or any of their respective affiliates purchase Public Shares in connection with the Business Combination?

​

​

A:

If Haymaker seeks shareholder approval of the Business Combination and does not conduct redemptions in connection with such Business Combination pursuant to the tender offer rules, the Sponsor, and Haymaker’s Initial Shareholders, directors, officers, advisors or their affiliates may purchase Public Shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. There is no limit on the number of shares such Initial Shareholders, directors, officers or their affiliates may purchase in such transactions, subject to compliance with applicable law. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed publicly or if such purchases are prohibited by Regulation M under the Exchange Act. Haymaker does not anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to the consummation of the Business Combination. The purpose of any such purchases of shares could be to increase the likelihood of obtaining shareholder approval of the Business Combination or to satisfy a closing condition in an

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14

 

agreement that requires Haymaker to have a minimum net worth or a certain amount of cash at the closing of the Business Combination, where it appears that such requirement would otherwise not be met, provided that any shares purchased would not be permitted to vote in favor of the Business Combination. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our Business Combination. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of Haymaker’s Class A Common Shares or warrants may be reduced and the number of beneficial holders of Haymaker’s securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. For more information, see the subsection titled “The Business Combination — Potential Purchases of Public Shares.”

Q:

How many votes do I have at the Shareholders’ Meeting?

​

​

A:

Haymaker’s shareholders are entitled to one vote at the Shareholders’ Meeting for each SPAC Class A Ordinary Share or SPAC Class B Ordinary Share held of record as of [•], 2026, the record date for the Shareholders’ Meeting. As of the close of business on the record date, there were [•] outstanding SPAC Class A Ordinary Shares, which are held by Public Shareholders, and [•] outstanding SPAC Class B Ordinary Shares, which are held by the Initial Shareholders.

​

Q:

What constitutes a quorum at the Shareholders’ Meeting?

​

A:

Holders of one third of SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares issued and outstanding and entitled to vote at the Shareholders’ Meeting, present in person, online, or by proxy, constitute a quorum. In the absence of a quorum, the Shareholders’ Meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the SPAC Board may determine. As of the record date for the Shareholders’ Meeting, [•] SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares, in the aggregate, would be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum with respect to each Proposal.

​

Q:

What constitutes a quorum at the Warrantholders’ Meeting?

​

A:

A quorum of Haymaker’s SPAC Public Warrantholders is necessary to hold a valid meeting. A quorum will be present at the Warrantholders’ Meeting if holders of at least a majority of the SPAC Public Warrants will count as present for the purposes of establishing a quorum.

​

Q:

How will the Sponsor and Haymaker’s directors and officers vote?

​

A:

The Sponsor and certain of Haymaker’s directors and officers have agreed to vote any SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares owned by them in favor of the Business Combination and the other Proposals. Currently, they own approximately 22% of Haymaker’s outstanding SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares, in the aggregate. Please see the subsection titled “The Business Combination — Related Agreements.”

​

Q:

What interests do the current officers and directors of Haymaker have in the Business Combination?

​

A:

When you consider the SPAC Board’s recommendation of the Proposals, you should keep in mind that SPAC’s officers and directors have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. SPAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. See the subsection titled “The Business Combination — Interests of the Sponsor and Haymaker Directors and Officers in the Business Combination” for additional information. The SPAC Board was aware of and considered these interests, among other matters, in recommending that SPAC shareholders vote “FOR” each of the Proposals. These interests include, among other things:

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15

 

​

•

the fact that the Sponsor holds 797,600 private placement units, consisting of 398,800 private placement warrants (provided, that such warrants will be conveyed to Dothan Independent in the Sponsor Distribution, as provided in the Sponsor Subscription Agreement) and 797,600 private placement shares, acquired at an aggregate purchase price of $7,976,000, which, if unrestricted and freely tradeable, would be valued at approximately $9,642,984, based on the most recent closing prices of the SPAC Public Warrants and the SPAC Class A Ordinary Shares on January 30, 2026 of $1.42 per warrant and $11.38 per share, respectively (prior to giving effect to the Sponsor Distribution);

​

•

the fact that the Sponsor and SPAC’s officers and directors have agreed to not redeem any SPAC Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

​

​

•

the fact that the Sponsor paid an aggregate of $25,000 for 5,750,000 SPAC Founder Shares (provided, that 2,800,000 SPAC Founder Shares will be conveyed to Dothan Independent in the Sponsor Distribution, as provided in the Sponsor Subscription Agreement), and that such SPAC Founder Shares could have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $65,435,000, based on the most recent closing price of the SPAC Class A Ordinary Shares of $11.38 per share on January 30, 2026 (prior to giving effect to the Sponsor Distribution);

​

​

•

if the Trust Account is liquidated, including in the event SPAC is unable to consummate an initial business combination within the completion window set forth in the Existing Organizational Documents, the Sponsor has agreed to indemnify SPAC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than SPAC’s independent registered public accounting firm) for services rendered or products sold to SPAC or (b) a prospective target business with which SPAC has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

​

•

the fact that the Sponsor and SPAC’s officers, directors and advisors will be reimbursed for out-of-pocket expenses incurred in connection with activities on SPAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations;

​

•

the fact that the Sponsor and SPAC’s officers, directors and advisors will lose their entire investment in SPAC if an Initial Business Combination is not completed within the Combination Period.

​

​

•

the fact that the Sponsor has invested an aggregate of $8,001,000 (consisting of $25,000 for the SPAC Founder Shares and $7,976,000 for the private placement units), which means that the Sponsor and Haymaker’s officers and directors stand to make a significant profit on their investment and could potentially recoup their entire investment in Haymaker even if the trading price of the PubCo Class A Common Stock was as low as approximately $2.34 per share (after giving effect to the transfer to Dothan Independent of the Dothan Founder Shares and Dothan Assumed Warrants following the Sponsor Distribution and assuming the loans and out-of-pocket expenses described below are repaid and reimbursed, respectively, by Haymaker). Therefore, the Sponsor and Haymaker’s directors and officers may experience a positive rate of return on their investment, even if our Public Shareholders experience a negative rate of return on their investment;

​

•

the fact that after the Business Combination, assuming there are no redemptions of Public Shares in connection with the Business Combination, the Sponsor will beneficially own approximately 1.2% of the PubCo Class A Common Stock. Please see the section titled “Summary of the Proxy Statement/​Prospectus — Ownership of New Suncrete After the Closing” for additional information;

​

•

the fact that the Sponsor and Haymaker’s directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination, with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, which would cause the Sponsor to lose its entire investment. As a result, the Sponsor may have a conflict of interest in determining whether Suncrete is an appropriate business with which to complete a business combination and/or in evaluating the terms of the Business Combination;

​

 

16

 

•

the fact that the Sponsor and Haymaker’s officers and directors (or their affiliates) have made, and may make in the future, working capital and extension loans to Haymaker. As of September 30, 2025, the Sponsor has loaned an aggregate of approximately $1,880,000 to Haymaker under unsecured promissory notes to fund operating and transaction expenses in connection with the Business Combination and fund payments into the Trust Account, in accordance with the Existing Organizational Documents, to extend the date by which Haymaker must consummate an initial business combination, and may make additional loans after the date of this proxy statement/​prospectus for such purposes. If the Business Combination is not consummated and another business combination is not otherwise completed, these working capital loans may not be repaid and would be forgiven except to the extent there are funds available to Haymaker outside of the Trust Account;

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•

the fact that pursuant to the Existing Organizational Documents, Haymaker has renounced any interest or expectancy of Haymaker in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both Haymaker and any individual serving as a director or officer of Haymaker, about which any such director or officer acquires knowledge. In the course of their other business activities, Haymaker’s officers and directors may have become aware of other investment and business opportunities which might have been appropriate for presentation to Haymaker as well as the other entities with which they were affiliated. Haymaker’s management had pre-existing fiduciary duties and contractual obligations and if there was a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom Haymaker’s management had a pre-existing fiduciary obligation would have been presented the opportunity before Haymaker was presented with it (see the subsection titled “Fiduciary Duties of Haymaker’s Directors and Officers” for more information). Haymaker does not believe, however, that the fiduciary duties or contractual obligations of Haymaker’s officers or directors materially affected Haymaker’s search for a business combination, including the negotiation or recommendation thereof or the provision of advice in connection therewith;

​

•

the fact that the Sponsor transferred an indirect interest in a portion of its SPAC Founder Shares and all of its private placement warrants to Dothan Independent;

​

​

•

the anticipated service of Andrew Heyer as a director and Christopher Bradley as a consultant of New Suncrete following the Business Combination, and the compensation that they will receive for such service; and

​

•

the fact that Haymaker’s existing directors and officers will be entitled to indemnification and the continuation of Haymaker’s directors’ and officers’ liability insurance after the Business Combination.

​

For more information regarding certain conflicts of interests of SPAC and its affiliates relating to the business combination and the other proposals to be presented at the special meeting, see “The Business Combination — Interests of the Sponsor and Haymaker Directors and Officers in the Business Combination.”

Q:

What happens if I vote against the Business Combination Proposals?

​

A:

Under the Existing Organizational Documents, if the Business Combination Proposals are not approved and Haymaker does not otherwise consummate an alternative Initial Business Combination within the Combination Period, Haymaker will be required to (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Haymaker (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (c) liquidate and dissolve as promptly as reasonably possible following such redemption, subject to the approval of Haymaker’s remaining shareholders and the Haymaker Board.

​

 

17

 

Q:

Do I have redemption rights?

​

​

A:

Pursuant to the Existing Organizational Documents, a Public Shareholder, other than the initial shareholders, may elect to redeem all or a portion of its Public Shares for cash at least two business days prior to the scheduled vote on the Business Combination, in accordance with the provisions of the Existing Organizational Documents, if the Business Combination is approved and consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

​

•

hold Public Shares or, if you hold Public Shares through Haymaker Units, you elect to separate your Haymaker Units into the underlying SPAC Class A Ordinary Shares and SPAC Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

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•

submit a written request to Continental Stock Transfer & Trust Company, Haymaker’s transfer agent, in which you (i) request that New Suncrete redeem all or a portion of your Public Shares for cash and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number, and address; and

​

•

deliver your Public Shares to Continental Stock Transfer & Trust Company, Haymaker’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

​

Holders must complete the procedures for electing to redeem their Public Shares in the manner prescribed by the Existing Organizational Documents and as described above prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days before the vote on the Business Combination at the Shareholders’ Meeting) in order for their shares to be redeemed.

Holders of Haymaker Units must elect to separate the Haymaker Units into the underlying SPAC Class A Ordinary Shares and SPAC Public Warrants prior to exercising redemption rights with respect to the Public Shares. If Public Shareholders hold their Haymaker Units in an account at a brokerage firm or bank, such Public Shareholders must notify their broker or bank that they elect to separate the Haymaker Units into the underlying SPAC Class A Ordinary Shares and SPAC Public Warrants, or if a holder holds Haymaker Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Haymaker’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to Haymaker in order to validly redeem its shares. Public Shareholders (other than the Initial Shareholders) may elect to exercise their redemption rights with respect to their Public Shares regardless of whether they vote “FOR” or “AGAINST” the Business Combination Proposals. If the Business Combination is not consummated, the Public Shares will not be redeemed. If the Business Combination is approved and consummated, and if a Public Shareholder properly exercises its redemption right with respect to all or a portion of the Public Shares that it holds and timely delivers its public shares to Continental Stock Transfer & Trust Company, then prior to the Domestication Effective Time the SPAC will redeem such Public Shares for a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the trust account (such interest shall be net of taxes payable) and not previously released to SPAC to pay its taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of the record date, this would have amounted to approximately $[•] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will not own Public Shares or shares of PubCo Class A Common Stock following the redemption. See the subsection titled “Extraordinary General Meeting of Shareholders and Special Meeting of Warrantholders — Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights with respect to your Public Shares.

If you are a holder of SPAC Class A Ordinary Shares and you exercise your redemption rights, such exercise may not result in the loss of any SPAC Public Warrants that you may hold. The amount of SPAC Class A Ordinary Shares redeemed will have no impact on your ability to exercise your redemption rights. Assuming the maximum redemption scenario where 18,672,343 SPAC Class A Ordinary Shares are redeemed, the SPAC Public Warrants retained by such redeeming holders would have an aggregate market value of approximately $23,425,499 based upon the closing price of $1.42 per warrant as of

 

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January 30, 2026. Additional shares of PubCo Class A Common Stock may be issuable in the future, upon the exercise of the Assumed SPAC Warrants, after the consummation of the Business Combination. The issuance of such shares could adversely impact the market price of PubCo Class A Common Stock. Furthermore, while the exercise of redemption rights by holders will not decrease the amount of Assumed SPAC Warrants, it will reduce the amount of cash in the trust account, which may heighten such impact. See “Risk Factors — Risks Related to the Business Combination and Haymaker” for further discussion of the risks related to the Assumed SPAC Warrants retained by such redeeming holders.

Q:

Will how I vote affect my ability to exercise redemption rights?

​

A:

No. You may exercise your redemption rights whether you vote your SPAC Class A Ordinary Shares for or against or abstain from voting on the Business Combination Proposals or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.

​

Q:

How do I exercise my redemption rights?

​

A:

In order to exercise your redemption rights, you must (a) if you hold your SPAC Class A Ordinary Shares through Haymaker Units, elect to separate your Haymaker Units into the underlying SPAC Class A Ordinary Shares and SPAC Public Warrants prior to exercising your redemption rights with respect to the Public Shares and (b) prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days before the Shareholders’ Meeting), tender your shares physically or electronically and submit a request in writing that Haymaker redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, Haymaker’s transfer agent, at the following address:

​

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004-1561
Attention: Alwyn Burton
Email: aburton@continentalstock.com

Notwithstanding the foregoing, a Public Shareholder, together with any of his, her, or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her, or its shares or, if part of such a group, the group’s shares, in excess of the 15% threshold without the prior written consent of Haymaker. Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Shareholder or group will not be redeemed for cash. In order to determine whether a shareholder is acting in concert or as a group with any other shareholder, Haymaker will require each Public Shareholder seeking to exercise redemption rights to certify to Haymaker whether such shareholder is acting in concert or as a group with any other public shareholder. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Haymaker’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Haymaker does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker, or other nominee to have the shares certificated or delivered electronically.

Holders of outstanding Haymaker Units must separate the underlying SPAC Class A Ordinary Shares and SPAC Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Haymaker Units registered in your own name, you must deliver the certificate for such units or deliver such units electronically to Continental Stock Transfer & Trust Company with written instructions to separate such units into Public Shares and SPAC Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates or electronic delivery of the Public Shares back to you so that you may then exercise your redemption rights with respect to the Public Shares following the separation of such Public Shares from the Haymaker Units.

If a broker, dealer, commercial bank, trust company, or other nominee holds your Haymaker Units, you must instruct such nominee to separate your Haymaker Units. Your nominee must send written

 

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instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of Haymaker Units to be split and the nominee holding such Haymaker Units. Your nominee must also initiate electronically, using DTC’s DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant Haymaker Units and a deposit of the corresponding number of Public Shares and SPAC Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the Public Shares following the separation of such Public Shares from the Haymaker Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with Haymaker’s consent, until the vote is taken with respect to the Business Combination. If you delivered your Public Shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting Haymaker’s transfer agent at the email address or address listed under the question “Who can help answer my questions?” below.

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A:

The receipt of cash by a beneficial holder of PubCo Class A Common Stock in redemption of such stock will be taxable event for U.S. federal income tax purposes in the case of a U.S. Holder (as defined below) and could be a taxable event for U.S. federal income tax purposes in the case of a non-U.S. Holder (as defined below). Please see the discussion below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — Effects to U.S. Holders of Exercising Redemption Rights” or “The Business Combination — Material U.S. Federal Income Tax Considerations — Effects to Non-U.S. Holders of Exercising Redemption Rights,” as applicable, for additional information. All Holders considering the exercise of their redemption rights should consult with their tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

​

Because the redemption of stock from U.S. Holders that exercise their redemption rights will occur prior to the Domestication and the Initial Merger, such redemption will be treated for U.S. federal income tax purposes as being made by a non-U.S. corporation (SPAC). Please see the discussion below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — Effects to U.S. Holders of Exercising Redemption Rights” or “The Business Combination — Material U.S. Federal Income Tax Considerations — Effects to Non-U.S. Holders of Exercising Redemption Rights,” as applicable, for additional information. The tax considerations for U.S. Holders with respect to the Domestication and the Initial Merger are discussed more fully below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations —  Effects of the Domestication on U.S. Holders” and “The Business Combination — Material U.S. Federal Income Tax Considerations — Effects of the Mergers on U.S. Holders” respectively.

All Holders of Public Shares considering exercising their redemption rights are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Initial Merger and the exercise of their redemption rights.

Q:

What happens if a substantial number of Public Shareholders vote in favor of the Business Combination and exercise their redemption rights?

​

A:

Public Shareholders are not required to vote in respect of the Business Combination Proposals in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

​

If a shareholder does not redeem their SPAC Class A Ordinary Shares, but other Public Shareholders do elect to redeem, the non-redeeming shareholders would own shares with a lower book value per share.

 

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If no Public Shareholders exercise redemption rights with respect to their SPAC Class A Ordinary Shares in connection with the Business Combination, the pro forma combined book value per share as of September 30, 2025 would have been $5.32. If Public Shareholders exercise redemption rights with respect to 4,668,086 SPAC Class A Ordinary Shares, representing 25% of the maximum contractual redemption scenario, the pro forma combined book value per share as of September 30, 2025 would have been $5.01. If Public Shareholders exercise redemption rights with respect to 9,336,172 SPAC Class A Ordinary Shares, representing 50% of the maximum contractual redemption scenario, the pro forma combined book value per share as of September 30, 2025 would have been $4.59. If Public Shareholders exercise redemption rights with respect to 14,004,258 SPAC Class A Ordinary Shares, representing 75% of the maximum contractual redemption scenario, the pro forma combined book value per share as of September 30, 2025 would have been $4.11. If Public Shareholders exercise redemption rights with respect to 18,672,343 of the outstanding SPAC Class A Ordinary Shares, representing the maximum contractual redemption scenario, the pro forma combined book value per share as of September 30, 2025 would have been $3.55.

The Business Combination Agreement contains a condition to the Closing that, after giving effect to the transactions contemplated hereby (including the PIPE Offering) the Available Closing SPAC Cash shall not be less than $150,000,000. The maximum contractual redemption scenario represents the maximum number of Public Shares that may be redeemed while satisfying the condition mentioned above.

Q:

What are the possible sources and the extent of dilution that the Public Shareholders that elect not to redeem their shares will experience in connection with the Business Combination?

​

A:

After the completion of the Business Combination, Public Shareholders will own a significantly smaller percentage of New Suncrete than they currently own of Haymaker. Consequently, the Public Shareholders, as a group, will have reduced ownership and voting power in New Suncrete compared to their ownership and voting power in Haymaker. For the potential impact of redemptions on the ownership percentage of Public Shareholders in a range of redemption scenarios, with the maximum redemption scenario representing the maximum number of redemptions after which the Minimum Cash Condition is satisfied, please see “What equity stake will Haymaker’s current shareholders and the holders of the Haymaker Founder Shares hold in New Suncrete following the consummation of the Business Combination?”.

​

Q:

If I am a warrantholder, can I exercise redemption rights with respect to my warrants?

​

A:

No. The holders of SPAC Warrants have no redemption rights with respect to such warrants.

​

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

​

A:

No. There are no appraisal rights available to holders of SPAC Class A Ordinary Shares, SPAC Class B Ordinary Shares, or SPAC Warrants in connection with the Business Combination under the Companies Act (Revised) of the Cayman Islands or the DGCL.

​

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

​

A:

If the Business Combination Proposals are approved and the Business Combination is consummated, Haymaker intends to use a portion of the funds held in the Trust Account to pay (a) any transaction costs associated with the Business Combination Agreement and Business Combination (including payment of the Sponsor Notes), (b) taxes and deferred underwriting discounts and commissions from the IPO, and (c) for any redemptions of Public Shares to public shareholders who have properly exercised their redemption rights. The remaining balance in the Trust Account, together with the proceeds from the PIPE Offering, will be used for general corporate purposes of New Suncrete. See the section titled “The Business Combination” for additional information.

​

 

21

 

Q:

What happens if the Business Combination is not consummated or is terminated?

​

​

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. See the subsection titled “The Business Combination — Termination” for additional information regarding the parties’ specific termination rights. In accordance with the Existing Organizational Documents, if an Initial Business Combination is not consummated within the Combination Period, Haymaker will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Haymaker to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to the approval of Haymaker’s remaining shareholders and the Haymaker Board, liquidate and dissolve, subject in each case of (b) and (c) above to Haymaker’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

​

It is expected that the amount of any distribution Public Shareholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Haymaker’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Holders of the Haymaker Founder Shares have waived any right to any liquidating distributions with respect to those shares.

In the event of liquidation, there will be no distribution with respect to the outstanding SPAC Warrants. Accordingly, the SPAC Warrants will expire worthless.

Q:

When is the Business Combination expected to be consummated?

​

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Shareholders’ Meeting to be held on [•], 2026 provided that all the requisite shareholder approvals are obtained and other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions for the completion of the Business Combination, see the subsection titled “The Business Combination — Conditions to Consummation of the Business Combination Agreement.”

​

Q:

What do I need to do now?

​

A:

You are urged to read carefully and consider the information included in this proxy statement/​prospectus, including the section titled “Risk Factors” and the annexes attached to this proxy statement/​prospectus, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/​prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank, or other nominee, on the voting instruction form provided by the broker, bank, or nominee.

​

Q:

How do I vote?

​

A:

If you were a holder of record of SPAC Class A Ordinary Shares or SPAC Class B Ordinary Shares on [•], 2026, the record date for the Shareholders’ Meeting, you may vote with respect to the Proposals online at the virtual extraordinary general meeting or by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the Shareholders’ Meeting and vote online, obtain a proxy from your broker, bank, or nominee.

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Q:

What will happen if I abstain from voting or fail to vote at the Shareholders’ Meeting?

​

A:

At the Shareholders’ Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will count as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Proposals, assuming a valid quorum is established.

​

Q:

What will happen if I sign and submit my proxy card without indicating how I wish to vote?

​

A:

Signed and dated proxies received by Haymaker without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each Proposal being submitted to a vote of the shareholders at the Shareholders’ Meeting.

​

Q:

If I am not going to attend the Shareholders’ Meeting online, should I submit my proxy card instead?

​

A:

Yes. Whether you plan to attend the Shareholders’ Meeting or not, please read this proxy statement/​prospectus carefully, and vote your shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.

​

Q:

If my shares are held in “street name,” will my broker, bank, or nominee automatically vote my shares for me?

​

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Haymaker believes the Proposals presented to Haymaker’s will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

​

Q:

May I change my vote after I have submitted my executed proxy card?

​

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to Haymaker at the address listed below so that it is received by Haymaker prior to the Shareholders’ Meeting or by attending the Shareholders’ Meeting online and voting there. You also may revoke your proxy by sending a notice of revocation to Haymaker, which must be received prior to the Shareholders’ Meeting.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/ prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction form that you receive in order to cast your vote with respect to all of your shares.

​

Q:

Who can help answer my questions?

​

A:

If you have questions about the Proposals or if you need additional copies of the proxy statement/​prospectus or the enclosed proxy card you should contact Haymaker’s proxy solicitor at:

​

Sodali & Co.
430 Park Avenue, 14th Floor
New York, New York 10022
Stockholders Call Toll-Free in North America: (800) 662-5200
Outside of North America Call Collect: (203) 658-94000
E-mail: HYAC@investor.sodali.com.

 

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To obtain timely delivery, Haymaker’s shareholders must request the materials no later than five business days prior to the Shareholders’ Meeting.

You may also obtain additional information about Haymaker from documents filed with the SEC by following the instructions in the section titled “Where You Can Find Additional Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to Haymaker’s transfer agent at least two business days prior to the Shareholders’ Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004-1561
Attention: Alwyn Burton
Email: aburton@continentalstock.com

Q:

Who will solicit and pay the cost of soliciting proxies?

​

A:

The Haymaker Board is soliciting your proxy to vote your SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares on all matters scheduled to come before the Shareholders’ Meeting. Haymaker will pay the cost of soliciting proxies for the Shareholders’ Meeting. Haymaker has engaged Sodali to assist in the solicitation of proxies for the Shareholders’ Meeting. Haymaker has agreed to pay Sodali a fee of $22,500 plus disbursements. Haymaker will reimburse Sodali for reasonable out-of-pocket expenses and will indemnify Sodali and its affiliates against certain claims, liabilities, losses, damages, and expenses.

​

Haymaker will also reimburse banks, brokers, and other custodians, nominees, and fiduciaries representing beneficial owners of SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares and in obtaining voting instructions from those owners. Haymaker’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet, or in person. They will not be paid any additional amounts for soliciting proxies.

 

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36

 

​	​	​	Compensation	​	​	Terms	​
Sponsor	​	​	PubCo Class A Common Stock	​	​	The Sponsor holds 797,600 private placement units, consisting of 398,800 private placement warrants (provided, that such warrants will be conveyed to Dothan Independent in the Sponsor Distribution, as provided in the Sponsor Subscription Agreement) and 797,600 private placement shares, acquired at an aggregate purchase price of $7,976,000. The Sponsor also paid an aggregate of $25,000 for 5,750,000 SPAC Founder Shares (provided, that 2,800,000 SPAC Founder Shares will be conveyed to Dothan Independent in the Sponsor Distribution, as provided in the Sponsor Subscription Agreement). Haymaker has also issued certain promissory notes to the Sponsor in connection with certain working capital expenses and in connection with the extension of the date by which Haymaker must consummate its initial business combination, which notes are repayable upon the consummation of the Business Combination. As of September 30, 2025, Haymaker owed an aggregate of $1,880,000 to the Sponsor pursuant to such notes. Additionally, Haymaker has agreed to pay $20,000 per month to an affiliate of its vice president for general and administrative services from the commencement of Haymaker’s IPO, payable upon consummation of the Business Combination. Haymaker has also agreed to pay $20,000 per month to an affiliate of its Chief Financial Officer for certain services from the commencement of Haymaker’s IPO, payable upon consummation of the Business Combination. Further, the Sponsor and SPAC’s officers, directors and advisors will be reimbursed for out-of-pocket expenses incurred in connection with activities on SPAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. Pursuant to the Business Combination Agreement, each of Andrew Heyer and Christopher Bradley are entitled to receive 200,000 and 100,000 PubCo RSUs, respectively, upon Closing.	​
Dothan Independent	​	​	PubCo Class B Common Stock, Assumed SPAC Warrants	​	​	Pursuant to the Sponsor Subscription Agreement, Dothan Independent agreed to contribute $500,000 in cash to Sponsor in exchange for 10 Class Z Units of Sponsor in order to loan and fund certain extension costs to the SPAC. At the Acquisition Merger Effective Time, Sponsor will distribute the Dothan Founder Shares and the Dothan Assumed Warrants to Dothan Independent, and following the Business Combination, as a result of its investment in Sponsor, Dothan Independent will receive 2,800,000 shares of PubCo Class B Common Stock (which has 10 votes per share) and 398,800 Assumed SPAC Warrants. In addition, the Business Combination Agreement contemplates that, on the Closing Date, PubCo will issue 2,500,000 shares of PubCo Class B Common Stock to Dothan Independent.	​
Dothan Concrete	​	​	PubCo Class B Common Stock	​	​	The Business Combination Agreement contemplates that, on the Closing Date, Dothan Concrete will receive shares of PubCo Class B Common Stock in exchange for each Company Common Unit and Company Preferred Unit held by Dothan Concrete. All other members of Suncrete holding Company Common Units and/or Company Preferred Units will receive PubCo Class A Common Stock (which has one vote per share).	​

37

 

38

 

​

​

​

Assuming No Redemptions

​

​

Assuming 25% Redemptions

​

​

Assuming 50% Redemptions

​

​

Assuming 75% Redemptions

​

​

Assuming Maximum Redemptions

​

​

​

​

Shares

​

​

Votes

​

​

% of Outstanding Shares

​

​

% of Voting Power

​

​

Shares

​

​

Votes

​

​

% of Outstanding Shares

​

​

% of Voting Power

​

​

Shares

​

​

Votes

​

​

% of Outstanding Shares

​

​

% of Voting Power

​

​

Shares

​

​

Votes

​

​

% of Outstanding Shares

​

​

% of Voting Power

​

​

Shares

​

​

Votes

​

​

% of Outstanding Shares

​

​

% of Voting Power

​

Rollover Holders (excluding Dothan Concrete)(1)

​

​

​

​

17,606,966

​

​

​

​

​

17,606,966

​

​

​

​

​

22.4%

​

​

​

​

​

6.0%

​

​

​

​

​

17,606,966

​

​

​

​

​

17,606,966

​

​

​

​

​

23.8%

​

​

​

​

​

6.1%

​

​

​

​

​

17,606,966

​

​

​

​

​

17,606,966

​

​

​

​

​

25.4%

​

​

​

​

​

6.2%

​

​

​

​

​

17,606,966

​

​

​

​

​

17,606,966

​

​

​

​

​

27.3%

​

​

​

​

​

6.3%

​

​

​

​

​

17,606,966

​

​

​

​

​

17,606,966

​

​

​

​

​

29.4%

​

​

​

​

​

6.4%

​

​

Public Shareholders (excluding Sponsor)

​

​

​

​

22,627,899

​

​

​

​

​

22,627,899

​

​

​

​

​

28.8%

​

​

​

​

​

7.7%

​

​

​

​

​

17,959,813

​

​

​

​

​

17,959,813

​

​

​

​

​

24.3%

​

​

​

​

​

6.2%

​

​

​

​

​

13,291,727

​

​

​

​

​

13,291,727

​

​

​

​

​

19.2%

​

​

​

​

​

4.7%

​

​

​

​

​

8,623,641

​

​

​

​

​

8,623,641

​

​

​

​

​

13.4%

​

​

​

​

​

3.1%

​

​

​

​

​

3,955,556

​

​

​

​

​

3,955,556

​

​

​

​

​

6.6%

​

​

​

​

​

1.4%

​

​

Sponsor

​

​

​

​

3,414,267

​

​

​

​

​

3,414,267

​

​

​

​

​

4.3%

​

​

​

​

​

1.2%

​

​

​

​

​

3,414,267

​

​

​

​

​

3,414,267

​

​

​

​

​

4.6%

​

​

​

​

​

1.2%

​

​

​

​

​

3,414,267

​

​

​

​

​

3,414,267

​

​

​

​

​

4.9%

​

​

​

​

​

1.2%

​

​

​

​

​

3,414,267

​

​

​

​

​

3,414,267

​

​

​

​

​

5.3%

​

​

​

​

​

1.2%

​

​

​

​

​

3,414,267

​

​

​

​

​

3,414,267

​

​

​

​

​

5.7%

​

​

​

​

​

1.2%

​

​

PIPE Investors

​

​

​

​

11,216,667

​

​

​

​

​

11,216,667

​

​

​

​

​

14.3%

​

​

​

​

​

3.8%

​

​

​

​

​

11,216,667

​

​

​

​

​

11,216,667

​

​

​

​

​

15.2%

​

​

​

​

​

3.9%

​

​

​

​

​

11,216,667

​

​

​

​

​

11,216,667

​

​

​

​

​

16.2%

​

​

​

​

​

4.0%

​

​

​

​

​

11,216,667

​

​

​

​

​

11,216,667

​

​

​

​

​

17.4%

​

​

​

​

​

4.0%

​

​

​

​

​

11,216,667

​

​

​

​

​

11,216,667

​

​

​

​

​

18.7%

​

​

​

​

​

4.1%

​

​

Dothan Concrete

​

​

​

​

18,422,425

​

​

​

​

​

184,224,250

​

​

​

​

​

23.4%

​

​

​

​

​

63.1%

​

​

​

​

​

18,422,425

​

​

​

​

​

184,224,250

​

​

​

​

​

24.9%

​

​

​

​

​

64.1%

​

​

​

​

​

18,422,425

​

​

​

​

​

184,224,250

​

​

​

​

​

26.6%

​

​

​

​

​

65.2%

​

​

​

​

​

18,422,425

​

​

​

​

​

184,224,250

​

​

​

​

​

28.5%

​

​

​

​

​

66.2%

​

​

​

​

​

18,422,425

​

​

​

​

​

184,224,250

​

​

​

​

​

30.7%

​

​

​

​

​

67.4%

​

​

Dothan Independent

​

​

​

​

5,300,000

​

​

​

​

​

53,000,000

​

​

​

​

​

6.7%

​

​

​

​

​

18.1%

​

​

​

​

​

5,300,000

​

​

​

​

​

53,000,000

​

​

​

​

​

7.2%

​

​

​

​

​

18.4%

​

​

​

​

​

5,300,000

​

​

​

​

​

53,000,000

​

​

​

​

​

7.7%

​

​

​

​

​

18.7%

​

​

​

​

​

5,300,000

​

​

​

​

​

53,000,000

​

​

​

​

​

8.2%

​

​

​

​

​

19.1%

​

​

​

​

​

5,300,000

​

​

​

​

​

53,000,000

​

​

​

​

​

8.8%

​

​

​

​

​

19.4%

​

​

Total

​

​

​

​

78,588,224

​

​

​

​

​

292,090,049

​

​

​

​

​

100.0%

​

​

​

​

​

100.0%

​

​

​

​

​

73,920,138

​

​

​

​

​

287,421,963

​

​

​

​

​

100.0%

​

​

​

​

​

100.0%

​

​

​

​

​

69,252,052

​

​

​

​

​

282,753,877

​

​

​

​

​

100.0%

​

​

​

​

​

100.0%

​

​

​

​

​

64,583,966

​

​

​

​

​

278,085,791

​

​

​

​

​

100.0%

​

​

​

​

​

100.0%

​

​

​

​

​

59,915,881

​

​

​

​

​

273,417,706

​

​

​

​

​

100.0%

​

​

​

​

​

100.0%

​

​

​

​

​

No Redemptions

​

​

25% Redemptions

​

​

50% Redemptions

​

​

75% Redemptions

​

​

Maximum Contractual Redemptions

​

Initial public offering price per share of Haymaker

​

​

​

$

10.00

​

​

​

​

$

10.00

​

​

​

​

$

10.00

​

​

​

​

$

10.00

​

​

​

​

$

10.00

​

​

As adjusted net tangible book value(1)

​

​

​

$

341,441

​

​

​

​

$

288,925

​

​

​

​

$

236,409

​

​

​

​

$

183,893

​

​

​

​

$

131,377

​

​