HYAC Haymaker Acquisition Corp. 4

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Executive Summary

Haymaker Acquisition Corp. 4 filed a Rule 425 communication to disclose a $61.6 million PIPE investment, bringing total PIPE commitments to $167.1 million, and the creation of 26,000 shares of Series A Preferred Stock to exchange existing Senior Preferred Units. The filing also confirms the postponement of shareholder and warrantholder meetings to April 2, 2026, extending the redemption deadline to April 1, 2026.

Actionable Insight

Key Facts

• Haymaker and PubCo entered into a new subscription agreement for a $61.6 million PIPE investment, increasing total PIPE commitments to $167.1 million
• PubCo will issue 26,000 shares of Series A Convertible Perpetual Preferred Stock to exchange holders' Senior Preferred Units
• Series A Preferred Stock has a $1,000 liquidation preference per share and accrues dividends at 9% annually, compounded quarterly
• Shareholder and warrantholder meetings postponed from March 30 to April 2, 2026, with redemption deadline extended to April 1, 2026
• The PIPE investment and preferred stock exchange are part of the ongoing business combination with Suncrete, Inc.

Financial Impact

The PIPE investment increases total capital commitments by $61.6 million to $167.1 million. The Series A Preferred Stock has a total liquidation preference of $26 million (26,000 shares × $1,000) plus accrued dividends.

Risk Factors

• High redemption rates could reduce available cash below the $105.5 million minimum condition
• The 9% dividend on Series A Preferred Stock creates substantial ongoing cash obligations
• Post-merger capital structure complexity with multiple share classes and conversion rights

Market Snapshot

Documents Analyzed

This report is based on 7 SEC documents filed with EDGAR.

US Market Status

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