| 2026-02-13 |
股东大会：
将于2026-03-17召开股东大会
会议内容 ▼▲
- 1.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”); (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.
2.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”).
3.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
4.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”).
5.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”).
6.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.
7.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.
8.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 o (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”).
9.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 February 11, 2026 are entitled to receive notice of the Shareholders’ Meeting and to vote at the Shareholders’ Meeting and any adjournments thereof.
10.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 ;
11.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
12.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 ;
13.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 ;
14.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 ;
15.To consider and vote upon a proposal to approve by ordinary resolution and adopt the 2026 Plan and material terms thereunder ;
16.To consider and vote upon a proposal to approve by ordinary resolution and adopt the ESPP and material terms thereunder ;
17.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 .
18.To approve an agreement and plan of reorganization (the “Reorganization Agreement”) to effect a transaction intended to help protect the long-term value to the Company of our substantial net operating loss carryforwards (“NOLs”) in which ContextLogic will become a wholly owned subsidiary of Easter Parent, Inc., a newly formed holding company (“Holdings”), immediately followed by a conversion of ContextLogic into a Delaware limited liability company, and each outstanding share of class A common stock of ContextLogic (“ContextLogic common stock”) will be exchanged for one share of common stock of Holdings and each option to purchase shares of common stock of ContextLogic will be assumed by Holdings and become exercisable for an equivalent number of shares of Holdings common stock, each restricted stock unit to be settled in shares of ContextLogic common stock will assumed by Holdings and remain subject to the same terms and conditions as were applicable to such restricted stock unit award, but will be converted into an award with respect to the same number of shares of Holdings common stock, and each share of common stock of Holdings will be subject to certain transfer restrictions that would prohibit transfers having the effect of increasing the ownership of Holdings stock by (i) any person from less than 4.9% to 4.9% or more or (ii) any person owning or deemed to own 4.9% or more of Holdings’ stock (together, the “Reorganization” and the proposal, the “Reorganization Proposal”);
19.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”), Haymaker 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 Haymaker (the “Initial Merger”), with SPAC surviving the Initial Merger as a wholly owned subsidiary of PubCo; (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.
20.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.
21.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 and the proposed bylaws of SPAC (the “SPAC Organizational Documents”) in place of the Existing Organizational Documents, and (b) the proposed amended and restated certificate of incorporation and the proposed amended and restated bylaws of PubCo (the “Proposed PubCo Organizational Documents”), which, if approved, would take effect at the Initial Merger Effective Time.
22.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.
23.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 (i) up to an aggregate of [ ] 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.
24.To consider and vote upon a proposal to approve by ordinary resolution and adopt the Suncrete, Inc. 2026 Omnibus Incentive Plan and material terms thereunder.
25.To consider and vote upon a proposal to approve by ordinary resolution and adopt the Suncrete, Inc. Employee Stock Purchase Plan and material terms thereunder.
26.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.
27.To consider and vote upon the proposed merger (the “Merger”) of the Company with and into a subsidiary of Merger Sub, Inc. (“Merger Sub”), with Merger Sub, Inc. (“Merger Sub”) surviving the Merger as a wholly owned subsidiary of the Company, and the related transactions (the “Transactions”), as more fully described in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on December 16, 2025, including the exhibits thereto (the “Form 8-K”), and the accompanying proxy statement/prospectus, including any amendments or supplements thereto (the “Proxy Statement/Prospectus”);
|