, /PRNewswire/ -- SunTx Capital Partners ("SunTx"), a leading Texas-based private equity firm that invests in construction materials, manufacturing, distribution and service companies, and Haymaker Acquisition Corp. 4 (NYSE: HYAC) ("Haymaker"), a publicly traded special purpose acquisition company, today announced that SunTx's portfolio company, Concrete Partners Holding, LLC ("Suncrete" or the "Company"), will pursue a listing on the New York Stock Exchange through a proposed business combination (the "Bus ...

IPO and Financial Proceeds - The company completed its Initial Public Offering on July 28, 2023, raising gross proceeds of $230 million from the sale of 23 million Units at $10.00 per Unit[24]. - An additional $7.976 million was generated from the sale of 797,600 Private Placement Units at the same price, bringing total proceeds to $232.3 million[25][26]. - The Trust Account currently holds $232.3 million, which includes $226 million from the IPO and $6.3 million from the Private Placement[26]. - As of December 31, 2024, the company has approximately $248,821,435 available for a Business Combination, assuming no redemptions[59]. - The amount in the Trust Account as of December 31, 2024 was approximately $10.86 per Public Share, which will be the redemption price for Public Shareholders[76]. - The company has approximately $101,126 held outside the Trust Account as of December 31, 2024, to fund costs associated with its dissolution plan[102]. - The per-share redemption amount for Public Shareholders upon dissolution is estimated to be approximately $10.86 as of December 31, 2024, but may be subject to claims from creditors[103]. - The company has placed $232.3 million in its Trust Account from its Initial Public Offering, with a pro rata redemption price expected to be approximately $10.10 per Public Share[134]. Business Combination Plans - The company has until July 28, 2025, to complete its initial Business Combination, which is a 24-month period from the IPO closing date[28]. - The company has not yet identified a specific Business Combination target and has generated no operating revenues to date[21][22]. - The company intends to pursue Business Combination opportunities across various industries and geographic locations, not limited to the consumer sector[22]. - The company may seek to extend the Combination Period with shareholder approval if necessary[30]. - The company may complete its initial Business Combination using cash, debt, or equity securities, providing flexibility in structuring the transaction[59]. - The company may pursue an initial Business Combination with affiliated companies, provided an independent valuation opinion is obtained[54]. - The company will only consummate an initial Business Combination if net tangible assets are at least $5,000,001 either immediately prior to or upon consummation[77]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[95]. - If the initial Business Combination is not approved, the company may continue to seek a different target until the end of the Combination Period[96]. Management and Governance - The Management Team has over 75 years of combined experience in the consumer and consumer-related products and services industries, focusing on value creation initiatives[27]. - The Management Team's strategy includes leveraging their extensive networks to identify and acquire undervalued businesses with growth potential[36][39]. - The company anticipates potential conflicts of interest due to the ownership of Founder Shares and Private Placement Units by its Management Team and independent directors[55]. - The company has a fiduciary duty to present Business Combination opportunities to other entities if its officers or directors have obligations to those entities[56]. - The board of directors includes professionals with significant experience in finance, law, and consumer products, ensuring strong governance and strategic oversight[213]. - The leadership team is well-qualified, with backgrounds in investment, financial modeling, and corporate governance, positioning the company for future growth[216]. - The management team includes Christopher Bradley as CEO and CFO, with over 20 years of investing experience[204]. - Andrew R. Heyer served as Chief Executive Officer and Executive Chairman from July 2023 until November 2024, bringing over 40 years of experience in the consumer products industry[210]. - The company has a focus on identifying and implementing value creation initiatives within the consumer and consumer-related products and services industries[213]. Financial Condition and Risks - The company has not taken steps to secure third-party financing for the Business Combination, and there is no assurance that it will be available[59]. - The company faces competition from other SPACs and private equity groups, which may limit its ability to acquire larger target businesses due to financial resource constraints[113]. - The company faces substantial doubt about its ability to continue as a "going concern" due to potential needs for additional financing and the deadline for liquidating its Trust Account[133]. - The company has a liquidity condition that raises substantial doubt about its ability to continue as a going concern one year from the date of the financial statements[172]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination[158]. - The company may face risks associated with a lack of business diversification after completing the Business Combination[60]. - The company may face increased competition in finding an attractive target for its initial Business Combination, potentially raising costs and risks[126]. - The company is subject to cybersecurity risks, which could lead to financial loss if incidents occur[140]. Shareholder Rights and Redemption - Public Shareholders may redeem up to 15% of the Public Shares sold in the Initial Public Offering without prior consent[89]. - A quorum for shareholder meetings requires holders of one-third of the shares, and only 8,226,201 Public Shares (approximately 35.8%) need to be voted in favor for approval of the initial Business Combination[81]. - The redemption price for Public Shares will be based on the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[97]. - Initial Shareholders have waived rights to liquidating distributions from the Trust Account for Founder Shares and Private Placement Shares if the initial Business Combination is not completed[100]. - The company intends to conduct redemptions in accordance with SEC regulations, which may include filing proxy materials and tender offer documents[82]. - The company has a redemption feature for Public Shares in connection with liquidation or shareholder votes related to the initial Business Combination[184]. Financial Performance - As of December 31, 2024, the company had a net income of $11,323,538, consisting of interest earned on investments held in its Trust Account of $12,263,797, offset by general and administrative expenses of $940,259[161]. - For the period from March 7, 2023, through December 31, 2023, the company reported a net income of $4,701,033, with interest earned of $5,196,857 and general and administrative expenses of $495,824[162]. - The company had $101,126 in cash held outside of the Trust Account and a working capital deficit of $509,895 as of December 31, 2024[170]. - The company incurred $240,000 and $104,516 in expenses under the Administrative Services Agreement for the years ended December 31, 2024, and 2023, respectively[177]. Compliance and Reporting - The company is required to file periodic reports with the SEC, including audited financial statements of the prospective target business[115]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[121]. - The company intends to remain an "emerging growth company" until the earlier of July 28, 2028, achieving total annual gross revenue of at least $1.235 billion, or being deemed a large accelerated filer with a market value exceeding $700 million[123]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until it exceeds a market value of $250 million or annual revenues of $100 million[124]. - The company does not expect any recently issued accounting pronouncements to have a material effect on its financial statements[188]. - The adoption of ASU 2020-06 on March 7, 2023, did not impact the financial statements[185]. - The company assessed the effectiveness of its internal control over financial reporting as of December 31, 2024, and determined it was effective[197]. - There were no changes to internal control over financial reporting during the quarterly period ended December 31, 2024, that materially affected it[199]. Legal and Regulatory Matters - The company currently has no material litigation pending against it or its officers and directors[142]. - There are no material legal proceedings involving any director or executive officer adverse to the Company[220].

Financial Performance - The company had a net income of $2,877,078 for the three months ended September 30, 2024, primarily from interest earned on investments held in the Trust Account of $3,154,569, with general and administrative expenses of $277,491 [102]. - For the nine months ended September 30, 2024, the company reported a net income of $8,686,281, driven by interest income of $9,397,868 and general and administrative expenses totaling $711,587 [102]. - The company has a net cash used in operating activities of $255,160 for the nine months ended September 30, 2024, influenced by changes in operating assets and liabilities [105]. Initial Public Offering - The company generated gross proceeds of $230,000,000 from its Initial Public Offering of 23,000,000 Units on July 28, 2023 [107]. Liquidity and Going Concern - As of September 30, 2024, the company had $15,815 in cash outside of the Trust Account and a working capital deficit of $281,223, raising substantial doubt about its ability to continue as a going concern [112]. - The company must complete its initial Business Combination by July 28, 2025, or face mandatory liquidation [113]. - The June 2024 Promissory Note allows the company to draw up to $1,500,000 for working capital expenses, with $150,000 already drawn as of September 30, 2024 [119]. Operational Status - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational efforts and searching for a Business Combination target [101]. Regulatory Environment - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination, potentially increasing costs and time [99]. Expenses - The company incurred $60,000 and $180,000 in expenses under the Administrative Services Agreement for the three and nine months ended September 30, 2024, respectively [118]. Accounting Policies - The company adopted ASU 2020-06 effective March 7, 2023, which simplifies accounting for convertible instruments, but it did not impact the unaudited condensed financial statements [124]. - Management believes that recently issued accounting pronouncements will not materially affect the financial statements [125]. Shareholder Considerations - Class A Ordinary Shares are subject to redemption in connection with liquidation, shareholder votes, or certain amendments to the charter [122].

Operations and Revenue - The company has not engaged in any operations or generated any revenues to date, focusing solely on organizational activities and searching for a Business Combination target [91]. - The company has until July 28, 2025, to complete its initial Business Combination, or it will face mandatory liquidation [92]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination [93]. Financial Performance - As of June 30, 2024, the company reported a net income of $5,809,203, primarily from interest earned on investments held in the Trust Account, totaling $6,243,299 [96]. - The company incurred general and administrative expenses of $196,552 for the three months ended June 30, 2024 [96]. - As of June 30, 2024, the company had a working capital deficit of $24,266 and cash of $33,388 held outside the Trust Account [101]. Initial Public Offering - The company completed its Initial Public Offering on July 28, 2023, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units [98]. - A total of $232,300,000 was placed in the Trust Account following the Initial Public Offering, with an interest rate of $10.10 per Unit [99]. Financing and Debt - The company issued a June 2024 Promissory Note for up to $1,500,000 to the Sponsor, with $150,000 drawn as of June 30, 2024 [94]. - The company expects to use substantially all funds in the Trust Account to complete its initial Business Combination and cover tax obligations [100]. Accounting and Internal Controls - The company has adopted ASU 2020-06 effective March 7, 2023, which simplifies accounting for convertible instruments, but it did not impact the unaudited condensed financial statements [109]. - As of June 30, 2024, the company's disclosure controls and procedures were evaluated as effective by the Certifying Officers [113]. - There have been no changes to the internal control over financial reporting during the quarterly period ended June 30, 2024, that materially affected the internal control [115]. - The company does not expect any recently issued accounting pronouncements to have a material effect on its financial statements [110]. Legal Matters - There is no material litigation currently pending or contemplated against the company or its officers [117].

Financial Performance - The company had a net income of $2,866,208 for the three months ended March 31, 2024, primarily from interest earned on investments held in the Trust Account amounting to $3,103,752, offset by general and administrative expenses of $237,544[106]. - For the period from March 7, 2023, to March 31, 2023, the company reported a net loss of $5,550 due to general and administrative expenses[108]. - The company incurred $60,000 in expenses under the Administrative Services Agreement for the three months ended March 31, 2024[122]. - The company generated non-operating income in the form of interest income on investments held in the Trust Account, with expectations of no operating revenues until after the completion of the initial Business Combination[105]. Cash and Working Capital - As of March 31, 2024, the company had $40,430 in cash held outside of the Trust Account and working capital of $110,685, raising substantial doubt about its ability to continue as a going concern one year from the date of the financial statements[116]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on July 28, 2023, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units, including 3,000,000 Units from the underwriters' over-allotment option[112]. - Following the IPO, $232,300,000 was placed in the Trust Account, which is intended to be used for the initial Business Combination[114]. Business Combination - The company must complete its initial Business Combination by July 28, 2025, or face mandatory liquidation and dissolution[117]. - The company has not yet selected a Business Combination target but is focusing on businesses in the consumer and consumer-related products and services industries[102]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination, increasing costs and time related to the process[104]. Internal Controls and Compliance - Disclosure controls and procedures were evaluated and deemed effective as of March 31, 2024[132]. - There have been no changes to internal control over financial reporting that materially affected the company's controls during the quarterly period ended March 31, 2024[134]. - Management does not expect any recently issued accounting pronouncements to materially affect the unaudited condensed financial statements[129]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[130].

Financial Overview - The company completed its Initial Public Offering on July 28, 2023, raising gross proceeds of $230 million from the sale of 23 million Units at $10.00 per Unit[24]. - An additional $7.976 million was raised through the sale of 797,600 Private Placement Units at the same price, bringing total proceeds to $232.3 million[25][26]. - The Trust Account holds $232.3 million, which includes $226 million from the IPO and $6.3 million from the Private Placement[26]. - As of December 31, 2023, the company has approximately $236,441,201 available for a Business Combination, assuming no redemptions[60]. - The company has approximately $205,975 held outside the Trust Account as of December 31, 2023, to cover costs associated with its dissolution plan[98]. - The per-share redemption amount for Public Shareholders upon dissolution is approximately $10.28 as of December 31, 2023, but may be subject to claims from creditors[99]. - The company has access to approximately $205,975 from the Initial Public Offering proceeds to pay potential claims, with estimated liquidation costs not exceeding $100,000[102]. - The company incurred general and administrative expenses of $495,824 during the reporting period[155]. - The company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination[144]. Business Combination Strategy - The company has a 24-month period to complete its initial Business Combination, which must be finalized by July 28, 2025[28]. - The company has not yet identified a specific Business Combination target and has generated no operating revenues to date[21][22]. - The company may pursue Business Combination opportunities in various industries and geographic locations, not limited to the consumer sector[22]. - The Management Team's strategy focuses on identifying undervalued companies with potential for operational improvements and attractive risk-adjusted returns[49]. - The company may seek to extend the Combination Period with shareholder approval if the initial Business Combination is not completed within the specified timeframe[28]. - The company has not contacted any prospective target businesses that were previously considered by other SPACs, indicating no current evaluation of potential acquisition targets[53]. - The company may pursue an initial Business Combination with affiliated entities, provided an independent valuation confirms fairness[54]. - The company anticipates that its success may depend entirely on the performance of a single business post-Business Combination, leading to a lack of diversification[63]. - The company has the flexibility to complete its Business Combination using cash, debt, or equity securities, tailoring the consideration to the target's needs[60]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[162]. Shareholder Rights and Redemption - Shareholder approval may be required for the initial Business Combination under NYSE rules, particularly if certain ownership thresholds are met[69]. - Approximately 35.8% of the 23,000,000 Public Shares sold in the Initial Public Offering need to be voted in favor of the initial Business Combination for approval[82]. - Public Shareholders may redeem their shares either through a general meeting or a tender offer[80]. - The redemption opportunity will also be provided if the company seeks to amend its Amended and Restated Charter to extend the Combination Period[87]. - Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[88]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the Trust Account[93]. - The company will only redeem Public Shares if net tangible assets are at least $5,000,000 prior to or upon consummation of the initial Business Combination[97]. - If the aggregate cash consideration for all Class A Ordinary Shares validly submitted for redemption exceeds available cash, the initial Business Combination will not be completed[77]. Management and Experience - The Management Team has over 75 years of combined experience in the consumer and consumer-related products and services industries[27]. - The Chief Executive Officer has over 40 years of experience in finance and investment, particularly in the consumer products industry[187]. - Steven J. Heyer has over 35 years of experience in consumer products and services, previously serving as CEO of multiple companies including Haymaker III and Starwood Hotels & Resorts[190]. - Christopher Bradley, CFO, has over 20 years of experience in venture capital and private equity, leading mergers for Haymaker Acquisition Corp. III and II[191]. - Walter F. McLallen has over 30 years of experience in leveraged finance and private equity, previously serving as a director for Centric Brands Inc. and AerCap Holdings N.V.[199]. - Brian Shimko has over 15 years of experience in investment and financial modeling, previously serving as Senior Vice President of Haymaker III[200]. - The management team has extensive experience in identifying and executing business combinations, although their current roles are not guaranteed post-acquisition[201]. - The management team is involved with other businesses, which may impact their availability for the company's operations[201]. Regulatory and Compliance - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares exceeds $700 million[114]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until its market value exceeds $250 million or annual revenues exceed $100 million[115]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2024, as mandated by the Sarbanes-Oxley Act[109]. - The company’s disclosure controls and procedures were deemed effective as of the end of the fiscal year ended December 31, 2023[179]. - The company does not expect that its disclosure controls and procedures will prevent all errors and instances of fraud[180]. - Management does not believe that any recently issued accounting pronouncements would have a material effect on the financial statements[173]. Risks and Challenges - The company faces risks related to market conditions, economic uncertainty, and potential conflicts of interest that could impact its ability to complete a Business Combination[118]. - The company may encounter difficulties in selecting a suitable business target and completing its initial Business Combination within the prescribed timeframe[116]. - Cyber incidents or attacks could lead to information theft, operational disruption, and financial loss, posing a significant risk to the company's operations[123]. - There is substantial doubt about the company's ability to continue as a "going concern" due to potential needs for additional financing to complete its initial Business Combination[121]. - The company is subject to competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[105]. Governance and Board Structure - The Board of Directors consists of five members divided into three classes, with each class serving a three-year term[204]. - The Audit Committee is comprised solely of independent directors, with Mr. McLallen serving as the chairman[211]. - The Compensation Committee reviews and approves the Chief Executive Officer's compensation based on annual corporate goals and objectives[218]. - The Nominating Committee is responsible for identifying and recommending candidates for director positions[219]. - The Audit Committee has adopted a charter detailing its principal functions, including oversight of financial statements and independent auditors[212]. - The Compensation Committee may retain external advisers and is responsible for overseeing executive compensation policies[214]. - The company has established a Code of Ethics applicable to directors, officers, and employees[217]. - The Board of Directors is not required to hold an annual meeting until one year after the first fiscal year end following the NYSE listing[204]. - Holders of Class B Ordinary Shares have the right to vote on the appointment of directors prior to the initial Business Combination[207].

Financial Performance - The company reported a net income of $864,290 for the three months ended September 30, 2023, primarily from interest earned on investments held in the trust account [93]. - Total interest earned on investments held in the trust account amounted to $1,066,459, offset by general and administrative expenses of $202,169 for the same period [93]. - The company incurred general and administrative expenses totaling $211,650 from inception through September 30, 2023 [92]. Cash and Investments - As of September 30, 2023, the company had $365,055 in cash held outside of the trust account and working capital of $714,538 [100]. - Following the Initial Public Offering, $232,300,000 was placed in a trust account, which is intended to be used for the initial business combination [98]. - The company intends to use substantially all funds in the trust account to complete its initial business combination and may withdraw interest to pay taxes [99]. Initial Public Offering - The company generated gross proceeds of $230,000,000 from its Initial Public Offering of 23,000,000 units, including 3,000,000 units from the underwriters' over-allotment option [96]. Business Combination Timeline - The company has until July 28, 2025, to complete a business combination, after which mandatory liquidation will occur if not completed [101]. Operational Status - Net cash used in operating activities from inception through September 30, 2023, was $646,133, with changes in operating assets and liabilities using $434,483 of cash [95]. - The company has not engaged in any operations or generated revenues to date, focusing solely on organizational activities and preparing for the Initial Public Offering [92].

Financial Performance - The company reported a net loss of $3,931 for the three months ended June 30, 2023, and a total net loss of $9,481 since inception on March 7, 2023[93]. - Net cash used in operating activities was $3,981, primarily due to the net loss of $9,481, partially offset by changes in working capital accounts of $5,500[95]. - The company incurred expenses related to being a public entity, including legal and compliance costs, totaling $9,481 since inception[92]. Cash and Capital Structure - As of June 30, 2023, the company had $28,508 in cash held outside of the trust account and a working capital deficit of $274,911[101]. - The company completed its Initial Public Offering on July 28, 2023, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units[97]. - An additional $7,976,000 was raised from the sale of 797,600 Private Placement Units at $10.00 each[98]. - Following the IPO, $232,300,000 was placed in a trust account, with a redemption value of $10.10 per unit[99][109]. Business Combination Plans - The company has until July 28, 2025, to complete a business combination, or it will face mandatory liquidation[102]. - The company has not yet selected a business combination target and has not engaged in any substantive discussions regarding potential targets[91]. - The company intends to use funds in the trust account primarily to complete its initial business combination and for working capital purposes thereafter[100].