Suncrete, Inc.（股票代號：RMIX）10-Q 季度報告（截至 2026 年 3 月 31 日）

10-Q

Table of Contents
false0002094433--12-31Q1 0002094433 2026-03-31 0002094433 2025-12-31 0002094433 2026-01-01 2026-03-31 0002094433 us-gaap:CommonStockMember 2026-03-31 0002094433 us-gaap:CommonStockMember 2025-12-31 0002094433 us-gaap:CommonStockMember 2026-01-01 2026-03-31 0002094433 rmix:ShareSubscriptionReceivableMember 2026-01-01 2026-03-31 0002094433 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0002094433 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0002094433 us-gaap:CommonClassAMember 2026-05-05 0002094433 us-gaap:CommonClassBMember 2026-05-05 0002094433 rmix:ShareSubscriptionReceivableMember 2025-12-31 0002094433 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0002094433 us-gaap:RetainedEarningsMember 2025-12-31 0002094433 rmix:ShareSubscriptionReceivableMember 2026-03-31 0002094433 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0002094433 us-gaap:RetainedEarningsMember 2026-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 
 
 
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
 
 

FORM 10-Q
 
 
 

(Mark One) 

☒

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

For the quarterly period ended March 31, 2026 
or 
 

☐

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

For the transition period from      

 to      

 
Commission File Number: 001-43227
 
 
 

Suncrete, Inc. 
(Exact name of registrant as specified in its charter) 
 
 

 

Delaware

 
39-4989597

(State or other jurisdiction of
incorporation or organization)

 
(I.R.S. Employer
Identification No.)

 

521 E. 2nd Street
Tulsa, Oklahoma

 
74120

(Address of principal executive offices)

 
(Zip Code)

(918) 355-5700
 
(Registrant’s telephone number, including area code) 
Not Applicable 
(Former name, former address and former fiscal year, if changed since last report) 
 
 

Securities registered pursuant to Section 12(b) of the Act: 
 

Title of each class

 
Trading
Symbol(s)

 
Name of each exchange
on which registered

Class A common stock, par value $0.0001 per share

 
RMIX

 
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
 filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2
 of the Exchange Act. 
 

Large accelerated filer
 
☐
  
Accelerated Filer
 
☐

Non-accelerated filer
 
☒
  
Smaller reporting company
 
☐

 

  
Emerging growth company
 
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
 of the Exchange Act) Yes ☐ No ☒ 
As of May 5, 2026, 47,455,043 shares of the registrant’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), were issued and outstanding, and 24,146,609 shares of the registrant’s Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), were issued and outstanding. 
 
 
 

 

Table of Contents

 TABLE OF CONTENTS 
  

 
  
Page
 

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

  
 
2
 

 PART I – FINANCIAL INFORMATION

  
 
4
 

 ITEM 1. FINANCIAL STATEMENTS

  
 
4
 

 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  
 
11
 

 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  
 
15
 

 ITEM 4. CONTROLS AND PROCEDURES

  
 
15
 

 PART II – OTHER INFORMATION

  
 
16
 

 ITEM 1. LEGAL PROCEEDINGS

  
 
16
 

 ITEM 1A. RISK FACTORS

  
 
16
 

 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

  
 
32
 

 ITEM 3. DEFAULTS UPON SENIOR SECURITIES

  
 
32
 

 ITEM 4. MINE SAFETY DISCLOSURES

  
 
32
 

 ITEM 5. OTHER INFORMATION

  
 
32
 

 ITEM 6. EXHIBITS

  
 
33
 

 SIGNATURES

  
 
35
 

 Unless otherwise indicated or the context otherwise requires, references to the “Company,” “we,” “us,” or “our” refer to Suncrete, Inc. and its consolidated subsidiaries. 

  
 i 

 

Table of Contents

 EXPLANATORY NOTE 
 On April 8, 2026, Suncrete, Inc., a Delaware corporation (the “Company”), consummated its previously announced business combination (the “Business Combination”) contemplated by that certain Business Combination Agreement, dated October 9, 2025 (the “Business Combination Agreement”), by and among the Company, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker”), Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company, and Concrete Partners Holding, LLC, a Delaware limited liability company (“CPH”). Please see “Note 1 – Description of Organization and Business Operations” for additional detail regarding the Business Combination. 

  
 1 

 

Table of Contents

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 
 This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “should,” “will,” “would,” and similar expressions or the negative of such terms or other comparable terminology. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, but are not limited to: 
  

 
•
 
 the failure to realize the anticipated benefits of the Business Combination and any transactions contemplated thereby; 

  

 
•
 
 the ability to execute on the Company’s acquisition strategy; 

  

 
•
 
 the failure to integrate and realize the anticipated benefits of the Company’s acquisitions; 

  

 
•
 
 the failure of the Company to maintain the listing of its securities on Nasdaq; 

  

 
•
 
 costs related to the Business Combination and as a result of the Company becoming a public company; 

  

 
•
 
 the risk that a significant slowdown or decline in economic conditions, particularly in the southern United States, could adversely impact our results of operations; 

  

 
•
 
 the risk that reduced demand for new home construction could adversely affect the residential construction market, which could affect our financial position, operating results and liquidity; 

  

 
•
 
 the risk that our business is seasonal and subject to adverse weather; 

  

 
•
 
 changes in business, market, financial, political and regulatory conditions; 

  

 
•
 
 the ability of the Company to grow and manage growth profitably; 

  

 
•
 
 the Company’s ability to retain its management and key employees; 

  

 
•
 
 the risk that issuances of equity or debt securities, including issuances of equity securities in connection with the Company’s acquisition strategy, may adversely affect the value of the Company’s common stock and dilute its stockholders; 

  

 
•
 
 the risk that the Company experiences difficulties managing its growth and expanding operations following the consummation of the Business Combination; and 

  

 
•
 
 the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Quarterly Report. 

 In addition, there may be events that the Company’s management is not able to predict accurately or over which the Company has no control. 

  
 2 

 

Table of Contents

 These forward-looking statements speak only as of the date of this Quarterly Report. You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed as exhibits to this Quarterly Report completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we have no obligation and do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. 

  
 3 

 

Table of Contents

PART I – FINANCIAL INFORMATION
 

Item 1. Financial Statements. 
SUNCRETE INC. 
CONDENSED CONSOLIDATED BALANCE SHEETS 
 

 
  
MARCH 31,
 2026

 
 
DECEMBER 31,
 2025

 

 
  
(Unaudited)
 
 
 
 

ASSETS

  

 

Total Current Assets

  
$
— 
 
 
$
— 
 

  
 

 

 
 
 

 

 

TOTAL ASSETS

  
$

— 

 

 
$

— 

 

  
 

 

 
 
 

 

 

LIABILITIES AND STOCKHOLDER’S DEFICIT

  

 

Current Liabilities:

  

 

Accounts payable and accrued expenses

  
$
42,519
 
 
$
31,519
 

Due to related party

  
 
20,000
 
 
 
— 
 

  
 

 

 
 
 

 

 

TOTAL LIABILITIES

  
 

62,519

 

 
 

31,519

 

  
 

 

 
 
 

 

 

Commitments and Contingencies

  

 

STOCKHOLDER’S DEFICIT

  

 

Common stock, $0.0001 par value; 1,000 shares authorized, 100 issued and outstanding

  
 
10
 
 
 
10
 

Additional paid-in
 capital

  
 
— 
 
 
 
— 
 

Stock subscription receivable

  
 
(10
) 
 
 
(10
) 

Accumulated deficit

  
 
(62,519
) 
 
 
(31,519
) 

  
 

 

 
 
 

 

 

Total Stockholder’s Deficit

  
 

(62,519

) 

 
 

(31,519

) 

  
 

 

 
 
 

 

 

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

  
$

— 

 

 
$

— 

 

  
 

 

 
 
 

 

 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 

 
4 

Table of Contents

 SUNCRETE INC. 
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS 
FOR THE THREE MONTHS ENDED MARCH 31, 2026 
 

General and administrative expenses

  
$
31,000
 

  
 

 

 

Loss from operations

  
 

(31,000

) 

  
 

 

 

Net loss

  
$

(31,000

) 

  
 

 

 

Weighted average shares of common stock outstanding, basic and diluted

  
 
1,000
 

  
 

 

 

Basic and diluted net loss per share of common stock

  
$

(31.00

) 

  
 

 

 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 

 
5 

Table of Contents

 SUNCRETE INC. 
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFIC
IT 
FOR THE THREE MONTHS ENDED MARCH 31, 2026 
 

 
  
Common Stock

 
  
Share
 Subscription

 
 
Additional
 Paid-in

 
  
Accumulated

 
 
Total
 Stockholder’s

 

 
  
Shares

 
  
Amount

 
  
Receivable

 
 
Capital

 
  
Deficit

 
 
Deficit

 

Balance – January 1, 2026

  
 

1,000

 

  
$

10

 

  
$

(10

) 

 
$

— 

 

  
$

(31,519

) 

 
$

(31,519

) 

Net loss

  
 

— 

 

  
 

— 

 

  
 

— 

 

 
 

— 

 

  
 
(31,000
) 
 
 
(31,000
) 

  
 

 

 
  
 

 

 
  
 

 

 
 
 

 

 
  
 

 

 
 
 

 

 

Balance – March 31, 2026 (unaudited)

  
 

1,000

 

  
$

10

 

  
$

(10

) 

 
$

— 

 

  
$

(62,519

) 

 
$

(62,519

) 

  
 

 

 
  
 

 

 
  
 

 

 
 
 

 

 
  
 

 

 
 
 

 

 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 

 
6 

Table of Contents

 SUNCRETE INC. 
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 
FOR THE THREE MONTHS ENDED MARCH 31, 2026 
 

Cash Flows from Operating Activities:

  

Net loss

  
$
(31,000
) 

Adjustments to reconcile net loss to net cash used in operations:

  

Changes in operating assets and liabilities:

  

Accounts payable and accrued expenses

  
 
11,000
 

Due to related party

  
 
20,000
 

  
 

 

 

Net cash used in operating activities

  
 
— 
 

  
 

 

 

Net Change in Cash

  
 

— 

 

Cash – Beginning of period

  
 
— 
 

  
 

 

 

Cash – End of period

  
$

— 

 

  
 

 

 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 

 
7 

Table of Contents

 SUNCRETE INC. 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2026 
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 
Suncrete Inc. (the “Company”) (together with its two wholly-owned subsidiaries Haymaker Merger Sub I, Inc. and Haymaker Merger Sub II, LLC) was incorporated in Delaware on September 30, 2025. The Company was formed for the purpose of consummating the transactions contemplated in the Merger Agreement, as defined below, to facilitate the consummation of the Business Combination. 
Proposed Business Combination 

On April 8, 2026 (the “Closing Date”), the Company consummated its previously announced business combination (the “Closing
”) pursuant 
to that certain Business Combination Agreement, dated October 9, 2025 (the “Business Combination Agreement”), by and among the Company, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or “SPAC”), Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub II”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“Suncrete”). 
Liquidity 

On March 31, 2026, the Company reported net loss of $31,000. As of March 31, 2026 and December 31, 2025, the Company had an aggregate cash of $0 and a working capital deficit of $62,519 and $31,519, respectively. 
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40,
 “Presentation of Financial Statements – Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business for one year from these condensed consolidated financial statements. The closing of the Business Combination on April 8, 2026 alleviated substantial doubt. 
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
Basis of Presentation 

The accompanying condensed consolidated financial statements, which include the condensed consolidated financial statements of the Company and its wholly-owned subsidiaries, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). 
Use of Estimates 

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. 
Cash and Cash Equivalents 

The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of March 31, 2026. 
 
8 

Table of Contents

Net Loss Per Share 

Net loss per share is computed by dividing net loss by the weighted average number of shares outstanding for the period. For purposes of calculating diluted loss per share, the denominator includes both the weighted average number of shares outstanding during the period and the number of common share equivalents if the inclusion of such common share equivalents is dilutive. 
Recent Accounting Standards 

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. 
NOTE 3. RELATED PARTY TRANSACTIONS 
Amounts due to related party represent formation costs paid on behalf of the Company by its stockholder. The Company’s stockholder is expected to pay the accrued expenses of the Company at the closing of the Business Combination. 
During the three months ended March 31, 2026, $20,000 was paid by a related party for expenses of the Company and is reflected in the accompanying condensed consolidated balance sheets. There were no amounts due to a related party as of December 31, 2025. 
NOTE 4. STOCKHOLDER’S DEFICIT 
Common Stock 

The Company is authorized to issue 1,000 shares of common stock with a par value of $0.0001 per share. At March 31, 2026 and December 31, 2025, there are 1,000 shares of common stock issued and outstanding. Each share of common stock entitles the holder to one vote. 
NOTE 5. SEGMENT REPORTING 
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the chief operating decision market (“CODM”), or group, in deciding how to allocate resources and assess performance. 
The CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment. 
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the key metric below included in net income or loss: 
 

 
  
March 31, 2026

 

General and administrative expenses

  
$
31,000
 
Operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating expenses, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. 
 
9 

Table of Contents

 NOTE 6. SUBSEQUENT EVENTS 
The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these condensed consolidated financial statements, other than as described below: 
On April 8, 2026 the Company consummated its previously announced business combination pursuant to that certain Business Combination Agreement, dated October 9, 2025, by and among the Company, 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 Company, Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company, and Concrete Partners Holding, LLC, a Delaware limited liability company. 
 
10 

 

Table of Contents

 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 
 Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to Suncrete, Inc. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations provides information that our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. This discussion should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Special Financial Report on Form 10-K for the fiscal year ended December 31, 2025 and in our unaudited condensed consolidated financial statements and notes thereto, included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”). 
 This Quarterly Report includes forward-looking statements based on our current assumptions, expectations and projections about future events that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this Quarterly Report. For more information on these and other factors, see “Cautionary Note Regarding Forward-Looking Statements” herein. 
 Overview 
 The Company was incorporated in Delaware on September 30, 2025. The Company was formed for the purpose of facilitating the consummation of the Business Combination (as defined below). We had no material operations during the three months ended March 31, 2026 other than efforts to consummate the Business Combination. 
 Recent Developments 
 Thunder Acquisition 
 On October 17, 2025, Eagle Redi-Mix Concrete, LLC, our indirect wholly owned subsidiary (“Eagle Redi-Mix”), entered into an equity and asset purchase and contribution agreement (as amended on March 27, 2026, the “Equity and Asset Purchase and Contribution Agreement”) with SRM, Inc., an Oklahoma corporation (“Schwarz Ready Mix”), SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand, LLC, an Oklahoma limited liability company (“Schwarz Sand”), and the other selling parties named therein and Schwarz Ready Mix, in its capacity as a representative of the selling parties. Pursuant to the Equity and Asset Purchase and Contribution Agreement, Eagle Redi-Mix acquired substantially all of the assets of Schwarz Ready Mix and Schwarz Leasing and all of the issued and outstanding equity interests of Schwarz Sand (collectively, the “Thunder Acquisition”). The aggregate purchase price included $97.0 million in cash consideration ($74.3 million paid at closing and $22.7 million deferred until June 30, 2026) and 20,000,000 Preferred Units of Concrete Partners Holding, LLC (“CPH”) issued to the sellers as rollover equity. 
 Hope Acquisition 
 On April 28, 2026, two of our subsidiaries, Concrete Partners, LLC, a Delaware limited liability company, and Suncrete Intermediate, Inc., our newly formed subsidiary (“Purchaser Holdco”), entered into a Membership Interest Purchase Agreement (the “Hope Purchase Agreement”) and related agreements with the owners (the “Sellers”) of Hope Concrete, LLC, a Texas limited liability company (“Hope”), to acquire 100% of the ownership interests of Hope and its subsidiaries, Lafayette Concrete Division LLC, a Louisiana limited liability company, and Baton Rouge Concrete Division LLC, a Louisiana limited liability company (collectively with Hope, the “Hope Companies”). The Hope Companies are in the business of concrete manufacturing, concrete production, concrete sales, and trucking of concrete, sand, rock, cement, and fly ash. On April 28, 2026, we completed the acquisition of the Hope Companies (the “Hope Acquisition”). 

  
 11 

 

Table of Contents

 After giving effect to the transactions contemplated by the Hope Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares of our Class A Common Stock issued to one of the Sellers, (ii) 69,511 shares of Class B common stock, par value $0.0001 per share, of Purchaser Holdco issued to one of the Sellers (the “Holdco Rollover Securities”) and (iii) a net closing cash payment of $39.4 million, subject to certain adjustments as set forth in the Hope Purchase Agreement, with respect to the purchased units sold by the other Sellers. In addition, we paid $27.4 million to satisfy the debt obligations of Hope. 
 The Holdco Rollover Securities issued by Purchaser Holdco are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A Common Stock on the terms and subject to the conditions set forth in an Exchange Agreement, dated April 28, 2026, by and among the Company, Purchaser Holdco and Foley Bros., LLC, a Texas limited liability company. 
 Southern Louisiana Acquisition 
 On April 29, 2026, we acquired a ready-mix concrete company in Southern Louisiana for aggregate consideration consisting of (i) $31.0 million in cash at closing, (ii) 259,291 shares of Class A Common Stock issued to the sellers at closing and (iii) an earnout payment of up to $10.0 million, to be paid by us, if at all, in cash or Class A Common Stock, at our option and subject to certain limitations, based upon the acquired company’s achievement of specified performance criteria over a five-year post-closing performance period. The earnout is payable, if at all, in cash or Class A Common Stock, at the Company’s election, with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on The Nasdaq Global Market (“Nasdaq”) for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock. 
 Nelson Bros. Acquisition 
 On May 6, 2026, we, through Hope, entered into a Membership Interest Purchase Agreement (the “Nelson Purchase Agreement”) and related agreements with the owners of Nelson Bros. Ready Mix, LLC, a Texas limited liability company (the “Nelson Bros”), to acquire 100% of the ownership interests of Nelson Bros and its subsidiary, R & R Trucking LLC, a Texas limited liability company (collectively with the Nelson Bros., the “Nelson Acquired Companies”). The Nelson Acquired Companies are in the business of concrete manufacturing, concrete production, concrete sales, and trucking for their concrete operations (including trucking of concrete, sand, rock, cement, and fly ash for use in concrete manufacturing and production). On May 6, 2026, we completed the acquisition of the Nelson Acquired Companies pursuant to the Nelson Purchase Agreement (the “Nelson Acquisition”). The owners of the Nelson Acquired Companies who are also parties to the Nelson Purchase Agreement, were Randell R. Owens, Ronda A. Owens, JAO, LLC, a Texas limited liability company (“JAO”), and Owens Regional Investments, LLC, a Texas limited liability company (“Owens Regional,” and collectively, with Mr. Owens, Ms. Owens and JAO, the “Nelson Sellers”), and Jacob Owens in his capacity as representative of the Nelson Sellers. 
 The aggregate consideration for the Nelson Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock issued to the Nelson Sellers and (ii) $42.3 million net cash payment at closing paid to the Nelson Sellers. In addition, the Nelson Sellers will be eligible to receive a contingent earnout payment of up to $18.0 million based on the achievement of a specified trailing twelve-month materials spread target by the Nelson Acquired Companies, measured as of the end of any full calendar quarter ending during the five-year period following the closing of the Nelson Acquisition, with Hope having the option to satisfy up to 50% of any such earnout payment by issuing shares of our Class A Common Stock in lieu of cash (the “Nelson Earnout Stock Consideration”) at a future average closing stock price, subject to applicable Nasdaq listing rules and other limitations on the issuance of Nelson Earnout Stock Consideration, with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on Nasdaq for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock. 

  
 12 

 

Table of Contents

 Business Combination with Haymaker 
 On April 8, 2026 (the “Closing Date”), we consummated our previously announced business combination pursuant to that certain Business Combination Agreement, dated October 9, 2025 (the “Business Combination Agreement”), by and among the Company, Haymaker Acquisition Corp. 4 (“Haymaker”), CPH, Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), and Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub II”). Pursuant to the Business Combination Agreement, the Business Combination was effected on the Closing Date in several steps: (a) Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticated into the State of Delaware in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands (the “Domestication”), (b) immediately following the Domestication, Merger Sub I merged with and into Haymaker (the “Initial Merger”), with Haymaker surviving the Initial Merger as a wholly owned subsidiary of the Company; and (c) immediately following the Initial Merger, Merger Sub II merged with and into CPH (the “Acquisition Merger,” and together with the Initial Merger, the Domestication, and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with CPH surviving the Acquisition Merger as a wholly owned subsidiary of the Company. Prior to the closing of the Initial Merger, we issued an aggregate of 26,000 shares of our Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share, which was initially convertible into an aggregate of 1,444,445 shares of our Class A Common Stock, in exchange for all of the outstanding Senior Preferred Units of CPH. 
 The Business Combination was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States (“GAAP”). Under this method of accounting, although Haymaker acquired all of our outstanding equity interests in the Business Combination, CPH will be treated as the accounting acquirer for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of CPH issuing shares for the net assets of Haymaker, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of CPH in reports covering periods following the Business Combination. 
 Credit Agreement Amendments 
 We are party to a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and certain lenders party thereto. On October 17, 2025, in connection with the Thunder Acquisition, we amended the Credit Agreement to increase our five-year $130.0 million term loan agreement by $75.0 million (the “Term Loan Facility”) and our $25 million revolving credit facility by $10.0 million (the “Revolving Credit Facility”). On March 25, 2026, we entered into that certain Consent and Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement to, among other things, permit the consummation of the Business Combination and giving effect to the closing of the Business Combination, to add us and Haymaker as guarantors under the Credit Agreement. On April 7, 2026, we and, giving effect to the closing of the Business Combination, CPH and Haymaker, entered into that certain Limited Consent and Third Amendment to Credit Agreement to, among other things, permit the forward purchase agreement entered into in connection with the Business Combination. On April 28, 2026, we entered into that certain Limited Consent and Fourth Amendment to Credit Agreement (the “Fourth Amendment,” and the Credit Agreement, as amended through the date of the Fourth Amendment, the “Amended Credit Agreement”) to, among other things, permit the consummation of certain acquisitions, including the joinder to the Amended Credit Agreement of Purchaser Holdco, a subsidiary formed in connection with the Hope Acquisition. 
 Equipment Loan 
 On December 30, 2025, we entered into a five-year $4.8 million equipment security note (“Equipment Loan”). The Equipment Loan is a part of a master agreement that permits multiple equipment notes under the master agreement. 
 Liquidity and Capital Resources 
 For the three months ended March 31, 2026, we reported a net loss of $31,000. As of March 31, 2026 and December 31, 2025, we had an aggregate cash of $0 and a working capital deficit of $62,519 and $31,519, respectively. 
 On the Closing Date, we announced the closing of our previously announced Business Combination. As of this filing, substantial doubt about our ability to continue as a going concern was alleviated due to the closing of the Business Combination. 

  
 13 

 

Table of Contents

 Off-Balance Sheet Financing Arrangements 
 We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026. 
 Contractual Obligations 
 As of March 31, 2026, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. 
 Critical Accounting Estimates and Policies 
 The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies which involve a higher degree of judgment and complexity in making certain estimates and assumptions that affect amounts reported in our consolidated financial statements, as summarized below. 
 Cash and Cash Equivalents 
 We consider all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of March 31, 2026. 
 Net Loss Per Share 
 Net loss per share is computed by dividing net loss by the weighted average number of shares outstanding for the period. For purposes of calculating diluted loss per share, the denominator includes both the weighted average number of shares outstanding during the period and the number of common share equivalents if the inclusion of such common share equivalents is dilutive. 
 Recent Accounting Standards 
 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. 
 Emerging Growth Company Status 
 We are an emerging growth company under the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such a time as those standards apply to private companies. 
 Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation or (v) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies. We will remain an emerging growth company until the earliest to occur of (a) the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement; (b) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, adjusted yearly for inflation; (c) the date on which we are deemed to be a “large accelerated filer,” as defined in the Exchange Act; and (d) the date on which we have issued more than $1 billion in non-convertible debt over a three-year period. We have elected to take advantage of certain of the reduced disclosure obligations and may 

  
 14 

 

Table of Contents

 
elect to take advantage of other reduced reporting requirements in our future filings with the Securities and Exchange Commission (the “SEC”). As a result, the information that we provide to holders of our stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests. We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 
 As of March 31, 2026, we had no material exposure to market risk. 
 Item 4. Controls and Procedures. 
 Limitations on Effectiveness of Controls and Procedures 
 In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. 
 Evaluation of Disclosure Controls and Procedures 
 Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026 (“Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective. 
 Changes in Internal Control over Financial Reporting 
 There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

  
 15 

 

Table of Contents

 PART II – OTHER INFORMATION 
 Item 1. Legal Proceedings 
 From time to time, we may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of our business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. We are not currently a party to any actions, claims, suits or other legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition, and results of operations. 
 Item 1A. Risk Factors 
 You should carefully consider the risks described below, as well as the other information in this Quarterly Report, including our consolidated financial statements and the related notes and Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations, growth prospects and stock price. Below is a summary of our risk factors with a more detailed discussion following: 
  

 
•
 
 There are risks related to our operating strategy. 

  

 
•
 
 Our failure to successfully identify, complete, manage and integrate acquisitions could reduce our earnings and slow our growth. 

  

 
•
 
 A significant slowdown or decline in economic conditions, particularly in the southern United States, could adversely impact our results of operations. 

  

 
•
 
 Because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume. 

  

 
•
 
 Reduced demand for new home construction could adversely affect the residential construction market, which could affect our financial position, operating results and liquidity. 

  

 
•
 
 Our operating results may vary significantly from one reporting period to another and may be adversely affected by the cyclical nature of the markets we serve. 

  

 
•
 
 A significant downturn in the construction industry may result in an impairment of our goodwill. 

  

 
•
 
 Our business is seasonal and subject to adverse weather. 

  

 
•
 
 Our business depends on the availability of sand and aggregate reserves or deposits and our ability to obtain or mine them economically. 

  

 
•
 
 We may lose business to competitors who underbid us, and we may be otherwise unable to compete favorably in our highly competitive industry. 

  

 
•
 
 We depend on our information technology systems and processes, which are subject to cybersecurity and data leakage risks. 

  

 
•
 
 We depend on third parties for concrete equipment and materials essential to operate our business. 

  

 
•
 
 We use large amounts of electricity and diesel fuel that are subject to potential reliability issues, supply constraints, and significant price fluctuation, which could affect our financial position, operating results and liquidity. 

  

 
•
 
 Delays or interruptions of our transportation logistics could affect operating results. 

  

 
•
 
 Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases. 

  

 
•
 
 Our business depends on federal, state and local government spending for public infrastructure construction, and reductions in government funding could adversely affect our results of operations. 

  

 
•
 
 Governmental regulations, including environmental regulations, may result in increases in our operating costs and capital expenditures and decreases in our earnings. 

  

 
•
 
 Our operations are subject to various hazards, including natural disasters, that may cause personal injury or property damage for which we have a limited amount of insurance, and our business, operating costs and profitability could be adversely affected. 

  

 
•
 
 Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations. 

  
 16 

 

Table of Contents

 
•
 
 The Amended Credit Agreement restricts our ability to engage in some business and financial transactions. 

  

 
•
 
 We may need to raise additional capital in the future, and we may not be able to do so on favorable terms or at all, which could impair our ability to operate our business or achieve our growth objectives. 

  

 
•
 
 There can be no assurance that the shares of our Class A Common Stock will be able to comply with the continued listing rules of Nasdaq. 

  

 
•
 
 The price of our Class A Common Stock may change significantly and you could lose all or part of your investment as a result. 

  

 
•
 
 The dual class structure of our Common Stock has the effect of concentrating voting control with holders of our Class B Common Stock, which limits the ability of holders of our Class A Common Stock to influence corporate matters. 

  

 
•
 
 Future sales, or the perception of future sales, of our Class A Common Stock by us or our stockholders in the public market could cause the market price for our Class A Common Stock to decline. 

  

 
•
 
 The SunTx Group (as defined below) controls the Company, and their interests may conflict with the interests of the Company or yours in the future. 

  

 
•
 
 We are currently an emerging growth company within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. 

  

 
•
 
 Provisions in our Organizational Documents (as defined below) and Delaware corporate law make it more difficult to effect a change in control, which could adversely affect the price of our Class A Common Stock. 

  

 
•
 
 The Certificate of Incorporation (as defined below) designates certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit the ability of our stockholders to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees. 

  

 
•
 
 We are a “controlled company” under Nasdaq listing rules. As a result, our stockholders do not have, and may never have, certain corporate governance protections that are available to stockholders of companies that are not controlled companies. 

  

 
•
 
 A substantial number of shares of our securities are restricted securities and, as a result, there may be limited liquidity for our Class A Common Stock. 

 Risks Related to Our Operations 
 There are risks related to our operating strategy. 
 A key component of our operating strategy is to operate our businesses on a decentralized basis, with local or regional management retaining responsibility for day-to-day operations, profitability and the internal growth of the individual business. If we do not implement and maintain proper overall business controls, this decentralized operating strategy could result in inconsistent operating and financial practices and our overall profitability could be adversely affected. 
 Our failure to successfully identify, complete, manage and integrate acquisitions could reduce our earnings and slow our growth. 
 We (including our predecessors) have acquired nine companies since 2016, including the recent Thunder Acquisition, Hope Acquisition an