HYAC 2025 Annual Report: Key Developments, Risks, and Shareholder Considerations

HYAC (Hyac Acquisition Corp.) has released its 2025 Annual Report and provided crucial operational, financial, and strategic updates that investors and shareholders should review closely. Below, we break down the report’s major highlights, price-sensitive events, and other investor-critical information.

1. Company Overview & Business Focus

• HYAC is a blank check company (SPAC) incorporated in the Cayman Islands, focused on effecting a business combination (acquisition/merger) with one or more businesses.
• Its management team is led by CEO, CFO, Chairman, and Secretary Christopher Bradley, and Vice President Andrew R. Heyer, both with deep experience in M&A, public markets, and consumer/related sectors.
• As of now, HYAC has not generated operating revenues and remains in the acquisition search/negotiation phase.

Shareholder Sensitive: Timeline for Business Combination

• HYAC had until July 28, 2025, to consummate an initial business combination. This deadline has been extended to July 28, 2026 following shareholder approval at the July 24, 2025 AGM.
• Shareholders should note that HYAC may seek further extensions (up to 12 months, month-to-month), subject to additional shareholder approval, which could further impact the timeline and structure of any potential deal.
• If no business combination is completed by the deadline, HYAC will liquidate and return funds held in trust to shareholders.

2. Share Redemptions and Trust Account Impacts

• During the July 2025 AGM, 372,101 Public Shares were redeemed at \$11.12 per share for a total payout of approx. \$4,136,911.
• Redemptions decrease the cash held in the Trust Account, reduce the company’s capitalization, and could affect HYAC’s ability to meet NYSE listing requirements.
• Further redemptions may occur if subsequent extensions are sought, further reducing available capital.

3. NYSE Listing & Compliance Risks

• HYAC is listed on the New York Stock Exchange (NYSE) under the symbols:
  • Units: HYAC.U
  • Class A Ordinary Shares: HYAC
  • Warrants: HYAC.WS
• The NYSE requires SPACs to complete a business combination within three years of initial listing (the “NYSE Three Year Requirement”). If HYAC fails to do so, it risks delisting.
• Delisting would severely impact share liquidity and value.

4. Capital Structure & Outstanding Shares

• As of December 31, 2025:
  • Class B Ordinary Shares outstanding: 5,750,000
  • No Preferred Stock outstanding
• Aggregate market value of outstanding Class A Ordinary Shares (excluding affiliates), as of June 30, 2025: \$251,169,679.

5. Recent and Pending Transactions

• Suncrete Business Combination: HYAC is actively pursuing a business combination with Suncrete, Inc. (a Delaware corporation). The merger, if completed, will result in the formation of “Pubco” with new Class A and Class B common stock. Each HYAC share is expected to convert into Pubco shares upon completion.
• Transaction is subject to regulatory, shareholder, and contractual approvals. Failure to close the transaction may result in further extension requests or liquidation.

6. Promissory Notes and Financing

• In connection with the 2025 extension, the Sponsor was issued a promissory note of up to \$4,500,000 (2025 Extension Promissory Note) to provide additional working capital.
• Previous unsecured promissory notes, including a \$300,000 IPO note, remain part of the company’s financing.
• HYAC may need additional financing to complete the business combination, which can result in further dilution to existing shareholders.

7. Potential Shareholder Risks & Price-Sensitive Items

• Extension of Timeline: Multiple extensions increase uncertainty about deal completion and capital return timing.
• Redemptions: Ongoing redemptions reduce trust assets and could threaten the viability of any business combination.
• NYSE Compliance: Risk of delisting if not merged within three years, impacting share value and liquidity.
• Uncertain Merger Outcome: If the Suncrete transaction fails, shareholders may face further delays, additional dilution, or liquidation.
• Excise Tax Exposure: The company notes exposure to a new 1% U.S. federal excise tax on certain repurchases, which may affect trust returns.
• Shell Company Status: HYAC is classified as a shell company; any business combination will result in a fundamental change in the business profile and risk.

8. Forward-Looking Statements & Risk Factors

• The report contains extensive forward-looking statements concerning the ability to identify and close a business combination, financial projections, and market conditions.
• Key risks include market volatility, changes in regulations, failure to identify a suitable target, and shareholder redemptions.
• Investors should review the detailed risk factors in Item 1A of the report for comprehensive coverage of potential issues.

9. Definitions and Shareholder Voting Rights

• Common definitions elaborated in the report clarify terminology around shares, warrants, extensions, and business combination procedures.
• Shareholder voting rights are crucial for approving extensions, business combinations, and other significant corporate actions.

Conclusion and Investor Takeaways

• The most price-sensitive events are the extension of the business combination deadline, the significant share redemptions, and the pending Suncrete merger.
• Any failure to execute a business combination in time, or a large influx of further redemptions, may have a material adverse effect on share value.
• Investors should monitor for updates regarding the Suncrete transaction, additional extension votes, and NYSE compliance status, as all of these could move the share price.

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