Sec Form 13D Filing - Randall W. Edgar filing for - 2026-04-15

The address of the principal business office of each of the Reporting Persons is 817 E. 4th St., Tulsa, OK 74120.

The present principal occupation of Mr. Edgar is serving as the Chief Executive Officer and a director of the Issuer. The principal business of Eaglesnest is holding equity of the Issuer.

Not applicable.

Not applicable.

Mr. Edgar is a citizen of the United States. Eaglesnest is an Oklahoma limited liability company.

The information set forth in Item 4 and Item 6 of this Schedule 13D is incorporated by reference herein. On April 8, 2026, the Issuer consummated its previously announced business combination (the "Business Combination") pursuant to that certain Business Combination Agreement, dated October 9, 2025 (the "Business Combination Agreement"), by and among the Issuer, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company, Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Issuer, Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Issuer, and Concrete Partners Holding, LLC, a Delaware limited liability company. An aggregate of 4,808,790 shares of Class A Common Stock of the Issuer were issued by the Issuer to the Reporting Persons pursuant to the Business Combination Agreement and the transactions contemplated thereby.

The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons intend to review their investment in the Issuer on a continuing basis taking into consideration various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for shares of Class A Common Stock of the Issuer, in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. Subject to the Issuer's insider trading policy, any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions concerning the Issuer may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities, the financial condition, results of operations and prospects of the Issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors. Depending upon each factor discussed above and any other factor (which may be unknown at this time) that is, or may become relevant, the Reporting Persons may consider, among other things: (a) the acquisition by the Reporting Persons of additional securities of the Issuer, the disposition of securities of the Issuer, or the exercise of convertible securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present Board of Directors of the Issuer or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's certificate of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer's securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above. Except to the extent that the foregoing may be deemed to be a plan or proposal, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the shares of Class A Common Stock of the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of this Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that the Reporting Persons will take any of the actions set forth above.

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Persons is stated in Items 11 and 13 on the cover page(s) hereto. The Reporting Persons declare that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

The Number of Shares as to which each Reporting Person has: (i) sole power to vote or to direct the vote: See Item 7 on the cover page(s) hereto. (ii) shared power to vote or to direct the vote: See Item 8 on the cover page(s) hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto.

The information provided or incorporated by reference in Item 6 is incorporated by reference herein.

Not applicable.

Not applicable.

The information set forth in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 6. Registration Rights Agreement On April 8, 2026, the Issuer and certain members of Concrete Partners Holding, LLC, including Eaglesnest, entered into a Registration Rights Agreement (the "Registration Rights Agreement"), dated April 8, 2026, pursuant to which Eaglesnest was granted customary registration rights with respect to the Company securities held by such parties following the closing of the Business Combination. In certain circumstances, the parties to the Registration Rights Agreement can demand the Issuer's assistance with underwritten offerings and block trades, and the parties to the Registration Rights Agreement are entitled to certain piggyback registration rights. The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement. A copy of the Registration Rights Agreement is included as Exhibit 99.1 to this Schedule 13D and is incorporated herein by reference. Company Support Agreement Eaglesnest is party to a company equityholder support agreement (the "Company Support Agreement"), pursuant to which Eaglesnest has agreed not to, during the period commencing from the closing date of the Business Combination and ending on the earlier of (i) the one year anniversary of the closing date of the Business Combination and (ii) the date after the closing date of the Business Combination on which the Issuer consummates a liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Issuer's stockholders having the right to exchange their equity holdings in the Issuer for cash, securities or other property: (a) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position, or otherwise transfer or dispose of, directly or indirectly, any securities of the Issuer, or any securities of Issuer issued to such holder pursuant to the Business Combination Agreement (such securities, the "Lock-up Securities"), (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, or (c) publicly announce the intention to do any of the foregoing, subject to certain exceptions. Notwithstanding the foregoing, pursuant to the Company Support Agreement, (i) 33.33% of the Lock-up Securities held by the applicable holder as of the closing date of the Business Combination will be automatically released from the lock-up restrictions on the six month anniversary of the closing date of the Business Combination and (ii) 33.33% of the Lock-up Securities held by the applicable holder as of the closing date of the Business Combination will be automatically released from the lock-up restrictions on the nine month anniversary of the closing date of the Business Combination. The foregoing summary of the Company Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Company Support Agreement. A copy of the Company Support Agreement is included as Exhibit 99.2 to this Schedule 13D and is incorporated herein by reference.

99.1 - Registration Rights Agreement, dated April 8, 2026, by and among the Company, Dothan Concrete, Dothan Independent and Eaglesnest Investments, LLC (Incorporated by reference to Exhibit 10.2 to Suncrete, Inc.'s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 14, 2026). 99.2 - Form Company Support Agreement (Incorporated by reference to Exhibit 10.1 to Haymaker Acquisition Corp. 4's Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 10, 2025 (as amended on October 14, 2025)). 99.3 - Joint Filing Agreement (filed herewith).