Suncrete (NASDAQ: RMIX) closes HYAC SPAC deal with $167.1M PIPE
Rhea-AI Filing Summary
Suncrete, Inc. completed its business combination with Haymaker Acquisition Corp. 4, transforming the former SPAC into an operating concrete materials company listed on Nasdaq under the symbol “RMIX.”
On April 8, 2026, Haymaker domesticated to Delaware, merged into Suncrete’s structure, and closed multiple related steps, including warrant redemption and PIPE financing. Holders redeemed 12,628,150 SPAC Class A shares at $11.57 per share, leaving about $59 million in the trust account before expenses. Suncrete and its owners received a mix of Company Class A and Class B Common Stock, restricted equity, and Series A Preferred Stock, while PIPE investors purchased additional Class A shares and pre-funded warrants. After the deal, 46,879,768 Class A shares, 23,714,609 Class B shares, and 398,800 Company Warrants were outstanding, with voting control concentrated through high‑vote Class B stock. The Company also put in place new registration rights agreements, a forward purchase agreement for up to 5,000,000 shares, credit agreement amendments to support the structure, and a $10 million diligence and integration fee to an affiliate. Grant Thornton LLP was engaged as the new auditor, and the Company adopted a new charter, bylaws, incentive plans, ESPP, and a code of ethics, formally ceasing to be a shell company.
Positive
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Negative
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Insights
De-SPAC closes with large PIPE, redemptions and control concentration.
The combination of Haymaker Acquisition Corp. 4 and Suncrete creates a new public concrete platform with dual‑class stock. Redemptions of 12,628,150 SPAC shares at $11.57 per share left about $59 million in the trust, supplemented by a substantial PIPE.
PIPE investors committed $167.1 million, receiving 17,378,676 Class A shares and 2,525,094 pre‑funded warrants. Suncrete members received sizeable Class A and high‑vote Class B equity, including 18,414,609 Class B shares plus 3,481,776 restricted Class A shares via rollover awards, leading to majority voting power in sponsor‑related entities.
Leverage remains meaningful with a $205 million term loan and $25 million revolver under the amended credit agreement, while a forward purchase agreement for up to 5,000,000 shares and Series A Preferred Stock (26,000 shares) add structural complexity. Future disclosures in periodic reports will provide more clarity on earnings, cash flow coverage, and how the capital stack evolves over time.
8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement financial
PIPE Investment financial
Forward Purchase Agreement financial
Redeemable senior preferred units financial
Series A Convertible Perpetual Preferred Stock financial
Amended and Restated Registration Rights Agreement financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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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.
Introductory Note
The Business Combination
On April 8, 2026 (the “Closing Date”), Suncrete, Inc. (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”), a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Immediately prior to the Closing, on April 8, 2026, Haymaker redeemed all of its issued and outstanding public warrants to purchase Class A Ordinary Shares of Haymaker, par value $0.0001 per share (“SPAC Class A Ordinary Shares” and such warrants, the “SPAC Public Warrants”) in exchange for (i) $2.25 in cash and (ii) 0.075 SPAC Class A Ordinary Shares per SPAC Public Warrant (the “Warrant Redemption”).
Also immediately prior to the Closing, on April 8, 2026, Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticated into the State of Delaware (the “Domestication” and the time at which the Domestication became effective, the “Domestication Effective Time”). At the Domestication Effective Time (a) each SPAC Class A Ordinary Share that was issued and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share of Class A Common Stock of the post-Domestication SPAC, par value $0.0001 per share (“SPAC Class A Common Stock”), (b) each Class B Ordinary Share of Haymaker, par value $0.0001 per share, that was issued and outstanding immediately prior to the Domestication Effective Time converted automatically, on a one-for-one basis, into one share of Class B Common Stock of the post-Domestication SPAC, par value $0.0001 per share (“SPAC Class B Common Stock”), and (c) each then-issued and outstanding private warrant to purchase SPAC Class A Ordinary Shares prior to the Domestication converted automatically, on a one-for-one basis, into one private warrant to purchase SPAC Class A Common Stock (a “SPAC Private Warrant”).
On April 8, 2026, 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 (the time at which the Initial Merger became effective, the “Initial Merger Effective Time”). At the Initial Merger Effective Time, among other things, (a) Haymaker Sponsor IV, LLC (“Sponsor”) distributed 2,800,000 shares of SPAC Class A Common Stock (the “Dothan Founder Shares”) and 398,800 SPAC Private Warrants to Dothan Independent GP, LP (“Dothan Independent”), (b) each share of SPAC Class A Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time was canceled and converted into one share of Class A Common Stock of the Company, par value $0.0001 per share (“Company Class A Common Stock”), (c) each share of SPAC Class B Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time was canceled and converted into one share of Class B Common Stock of the Company, par value $0.0001 per share (“Company Class B Common Stock” and, together with the Company Class A Common Stock, the “Company Common Stock”) and (d) each then-outstanding SPAC Private Warrant was automatically assumed and converted into a private warrant to purchase one share of Company Class A Common Stock (“Company Warrants”).
On April 8, 2026, immediately following the Initial Merger, Merger Sub II merged with and into Suncrete (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and together with the Domestication, the Warrant Redemption and all other transactions contemplated by the Business Combination Agreement, the “Business Combination” and the time at which the Acquisition Merger became effective, the “Acquisition Merger Effective Time”), with Suncrete surviving the Acquisition Merger as a wholly owned subsidiary of the Company. At the Acquisition Merger Effective Time, among other things, (a) each share of Company Class B Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time (other than the Dothan Founder Shares) was converted into and exchanged, on a one-for-one basis, into one share of Company Class A Common Stock, (b) the Company issued 14,117,894 shares of Company Class A Common Stock to members of Suncrete, (c) the Company issued 3,481,776 shares of restricted Company Class A Common Stock upon the cancelation and conversion of the incentive units granted to management of Suncrete (“Rollover Equity Awards”), (d) the Company issued 18,414,609 shares of Company Class B Common Stock to members of Suncrete, and (e) the Company issued 2,500,000 shares of Company Class B Common Stock to Dothan Independent.
In addition, as previously disclosed, the Company previously entered into subscription agreements (the “PIPE Subscription Agreements”) with certain institutional investors (collectively, the “PIPE Investors”), pursuant to which (a) immediately prior to the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 11,216,667 shares of Company Class A Common Stock and pre-funded warrants to purchase 2,525,094 shares of Company Class A Common Stock (the “Pre-Funded Warrants”) and (b) at the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 6,162,009 shares of Company Class A Common Stock.
Further, as previously disclosed, the Company previously entered into a Securities Exchange Agreement (the “Exchange Agreement”) with holders of Suncrete’s Senior Preferred Units (the “Senior Preferred Units”), pursuant to which the Company agreed to issue an aggregate of 26,000 shares of Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), to such Senior Preferred Unit holders in exchange for their Senior Preferred Units (the “Exchange”). On April 8, 2026, the Exchange occurred immediately prior to the closing of the Acquisition Merger, and the Company issued 26,000 shares of Series A Preferred Stock to the Senior Preferred Unit holders, following the acceptance by the Secretary of State of the State of Delaware of the Certificate of Designation for the Series A Convertible Perpetual Preferred Stock (the “Certificate of Designation”).
In connection with the closing of the Business Combination, holders of 12,628,150 SPAC Class A Ordinary Shares sold in Haymaker’s initial public offering properly exercised their right to have their shares redeemed for a pro rata portion of the trust account holding the proceeds from Haymaker’s initial public offering, and on April 8, 2026, prior to the Domestication, Haymaker redeemed 12,628,150 Class A ordinary shares for $11.57 per share (the “Public Share Redemptions”). As a result, on April 8, 2026, after giving effect to the Public Share Redemptions and payments to holders under prepaid forward agreements and before paying expenses, there was approximately $59 million remaining in the trust account.
As of the Closing Date, following the Public Share Redemptions, the issuance of the shares of Company Class A Common Stock pursuant to the PIPE Subscription Agreements, and the consummation of the Mergers, there were (i) 46,879,768 shares of Company Class A Common Stock issued and outstanding, (ii) 23,714,609 shares of Company Class B Common Stock issued and outstanding, and (iii) Company Warrants to purchase 398,800 shares of Company Class A Common Stock outstanding. The Company Class A Common Stock commenced trading on The Nasdaq Global Market (“Nasdaq”) under the symbol “RMIX” on April 9, 2026.
Item 1.01. Entry into a Material Definitive Agreement.
Warrant Amendment and Redemption
On April 8, 2026, prior to the Warrant Redemption, Haymaker, the Company and Continental Stock Transfer & Trust Company, in its capacity as warrant agent (the “Warrant Agent”), entered into Amendment No. 1 to the Warrant Agreement (the “Warrant Amendment”) to amend that certain Warrant Agreement, dated as of July 25, 2023, by and between Haymaker and the Warrant Agent (the “Warrant Agreement”) to effect the Warrant Redemption.
The foregoing summary of the Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment, a copy of which is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Amended and Restated Registration Rights Agreement
In connection with the Initial Closing, the Company, Haymaker, and Sponsor entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) amending and restating the existing Registration Rights Agreement, dated as of July 25, 2023, by and between Haymaker and Sponsor and certain other equityholders of Haymaker, pursuant to which, among other things, the Company agreed to register for resale on Form S-1 or, if available, Form S-3, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain securities of the Company that are held by Sponsor.
Under the A&R Registration Rights Agreement, the Company agreed to indemnify holders of registrable securities and their respective officers, directors and each person who controls such holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities, unless such liability arose from such holder’s misstatement or alleged misstatement, or omission or alleged omission, and such holders agreed to indemnify the Company, its officers and directors and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material facts or any omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities.
The foregoing summary of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Registration Rights Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Company Registration Rights Agreement
In addition, in connection with the closing of the Acquisition Merger, the Company, Dothan Independent and certain members of Suncrete (the “Company Members”) entered into a Registration Rights Agreement (the “Company Registration Rights Agreement”), pursuant to which certain members of Suncrete were granted customary registration rights with respect to the Company securities held by such parties following the Closing of the Business Combination. In certain circumstances, the Company Members can demand the Company’s assistance with underwritten offerings and block trades, and the Company Members are entitled to certain piggyback registration rights.
Under the Company Registration Rights Agreement, the Company agreed to indemnify the Company Members and their respective officers, directors and each person who controls such holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities, unless such liability arose from such holder’s misstatement or alleged misstatement, or omission or alleged omission, and such holders agreed to indemnify the Company, its officers and directors and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material facts or any omission of a material fact in any registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such holders sell their registrable securities.
The foregoing summary of the Company Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Company Registration Rights Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Indemnification of Directors and Officers
Concurrently with the Closing, the Company entered into indemnification agreements with its directors and executive officers. Each indemnification agreement provides that, subject to limited exceptions, the Company will indemnify the applicable indemnified person to the fullest extent permitted by law for claims arising in his or her capacity as a director or officer of the Company, as applicable.
The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the indemnification agreements, a form of which is filed as Exhibit 10.16 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward Purchase Agreement
On April 6, 2026, Haymaker and Pubco entered into a forward purchase agreement (the “Forward Purchase Agreement”) with each of Harraden Circle Investors, LP (“HCI”), Harraden Circle Special Opportunities, LP (“HCSO”), Harraden Circle Strategic Investments, LP (“HCSI”) and Harraden Circle Concentrated, LP (“HCC”) (with HCI, HCSO, HCSI, HCC, collectively as “Seller”) for a prepaid share forward transaction. Pursuant to the terms of the Forward Purchase Agreement, the Seller has agreed to purchase up to 5,000,000 Shares (as defined in the Forward Purchase Agreement) in accordance with the terms and conditions therein. The Forward Purchase Agreement provides that the Seller will be prepaid an aggregate cash amount (the “Prepayment Amount”) equal to the (i) number of Shares, multiplied by (ii) the per-share redemption price at the closing of the Business Combination (the “Initial Price”). The Seller will be paid the Prepayment Amount directly from Haymaker’s trust account on the earlier of (a) one (1) business day after the closing of the Business Combination and (b) the date any assets from the trust account are disbursed in connection with the Business Combination. From time to time and on any business day on which Nasdaq and commercial banks in the City of New York are open for business (an “Exchange Business Day”), following the closing of the Business Combination (any such date, an “OET Date”), and subject to the terms and conditions therein, the Seller shall terminate the Transaction in whole or in part with respect to any number of Shares that are sold by Seller on such OET Date by giving notice of such termination and the specified number of Shares (such quantity, the “Terminated Shares”). As of each OET Date, the Company will be entitled to from Seller, and Seller shall pay to Pubco, an amount equal to (a) the Initial Price multiplied by (b) the Terminated Shares. The Forward Purchase Agreement maturity date will be the earlier of (a) 6 months after the closing of the Business Combination, or (b) ten Exchange Business Days following the date upon which Pubco, in its sole discretion, delivers written notice to Seller that Pubco is accelerating the maturity date; provided that such notice will not be effective until three months after the closing of the Business Combination. In addition, Pubco has the right, in its sole discretion, to extend the maturity up to two times by three months each time by delivering written notice to Seller at least ten Exchange Business Days in advance of the then-scheduled maturity date. At maturity, in exchange for the return of the number of remaining Shares under the Forward Purchase Agreement, the Seller shall retain an amount equal to (i) the number of Shares multiplied by (ii) the Initial Price. The Seller also agreed to waive any redemption rights with respect to the Shares during the term of the Forward Purchase Agreement.
The foregoing summary of the Forward Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Forward Purchase Agreement, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.
Credit Agreement Amendments
As previously disclosed, as of July 29, 2024 and as amended on October 17, 2025, certain of the Company’s subsidiaries are party to a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and certain lenders party thereto (the “Lenders”) providing for a fully drawn senior secured first lien term loan facility in the aggregate principal amount of $205 million (the “Term Loan”) and a $25 million revolving credit facility (the “Revolving Credit Facility”). On March 25, 2026, certain of the Company’s subsidiaries entered into that certain Consent and Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement (the “Second Amendment,” and the Credit Agreement, as amended by the Second Amendment and the Third Amendment (as hereinafter defined), the “Amended Credit Agreement” ) to, among other things, to permit the consummation of the Business Combination and giving effect to the Closing, to add the Company and SPAC as guarantors under the Amended Credit Agreement. On April 7, 2026, certain of the Company’s subsidiaries and, giving effect to the Closing, the Company and SPAC, entered into that certain Limited Consent and Third Amendment to Credit Agreement (the “Third Amendment”) to, among other things, permit the previously disclosed prepaid forward agreement with the Closing.
The foregoing summary of the Second Amendment and the Third Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Second Amendment and the Third Amendment, copies of which are attached as Exhibit 10.19 and 10.20, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Amendment to Schwarz Purchase Agreement
On March 27, 2026, Eagle Redi-Mix Concrete, LLC (“Eagle Redi-Mix”), an indirect wholly owned subsidiary of the Company, and SRM, Inc. DBA Schwarz Ready Mix (“Schwarz Ready Mix”), in its capacity as representative of the selling parties, entered into the First Amendment to the Equity and Asset Purchase and Contribution Agreement (the “Schwarz Purchase Agreement Amendment”), which amends that certain Equity and Asset Purchase and Contribution Agreement, dated October 17, 2025 (the “Schwarz Purchase Agreement”), by and among Eagle Redi-Mix, SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand, LLC an Oklahoma limited liability company (“Schwarz Sand,” and together with Schwarz Ready Mix and Schwarz Leasing, the “Schwarz Entities”) and the other selling parties named therein. The Schwarz Purchase Agreement Amendment extends the deadline for payment of any unpaid portion of the Deferred Payment (as defined in the Schwarz Purchase Agreement, and as adjusted pursuant to the Schwarz Purchase Agreement from March 31, 2026 to June 30, 2026, with an automatic extension to July 31, 2026 in the event payment is not made by June 30, 2026), and provides that if amounts remain unpaid as of July 31, 2026, interest shall accrue on any such unpaid amounts from June 30, 2026 until payment is made.
The foregoing summary of the Schwarz Purchase Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Schwarz Purchase Agreement Amendment, a copy of which is attached as Exhibit 2.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Dothan Management Agreement Amendment
Pursuant to the Business Combination Agreement, on April 8, 2026, the Company entered into an amendment (the “Dothan Management Agreement Amendment”) to that certain Management and Consulting Agreement, dated as of July 29, 2024, by and between Dothan Concrete Investments Management, LLC (“Dothan Management”) and Suncrete (the “Dothan Management Agreement”). Among other things, the Dothan Management Agreement Amendment provides for (i) the assumption of the Dothan Management Agreement by the Company from Suncrete, (ii) payment by the Company to Dothan Management of diligence and integration fees in the amount of $10 million as the diligence and integration fee in consideration for the services provided by Dothan Management and its personnel to Suncrete in relation to the Business Combination, and (iii) quarterly consulting payments by Suncrete to Dothan Management. Dothan Management is an affiliate of the Company, Dothan Independent and SunTx Capital Management Corp.
The foregoing summary of the Dothan Management Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Dothan Management Agreement Amendment, a copy of which is attached as Exhibit 10.22 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference. On April 2, 2026, the Business Combination was approved by the shareholders of Haymaker at an extraordinary general meeting of its shareholders (the “Shareholder Meeting”). The Business Combination was completed on April 8, 2026. The material terms of the Business Combination are described in greater detail in the section of the Proxy Statement/Prospectus titled “The Business Combination” beginning on page 121, which information is incorporated herein by reference.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing the information below that would be included in a Form 10. Please note that unless the context otherwise requires, all references to the business of the “Company” refer to the business of Concrete Partners Holding, LLC (doing business as Suncrete), prior to the consummation of the Business Combination, which is the business of the Company and its subsidiaries following the consummation of the Business Combination.
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties.
Examples of forward-looking statements include, but are not limited to, statements with respect to the expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Suncrete, statements regarding the plans and use of proceeds, future financial condition of the Company and performance and expected financial impacts of the Business Combination on the Company’s business, and the Company’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. 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 outcome of any potential legal proceedings that may be instituted against the Company, Suncrete, Haymaker or others following announcement of the Business Combination; |
| · | 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; |
| · | changes in business, market, financial, political and regulatory conditions; |
| · | the ability of the Company to grow and manage growth profitably; |
| · | risks relating to the Company’s anticipated operations and business, including the success of any future acquisitions; |
| · | 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; |
| · | challenges in implementing the business plan, due to lack of an operating history, operational challenges, significant competition and regulation; and |
| · | other risks and uncertainties described in this Current Report on Form 8-K, including those under the section entitled “Risk Factors.” |
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.
Business
The business of the Company is described in the Proxy Statement/Prospectus in the section titled “Information about Suncrete” on page 233, and such information is incorporated herein by reference.
Risk Factors
The risks associated with the Company are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 50 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Financial Information
Information responsive to Item 2 of Form 10 is set forth in the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Suncrete, which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Quantitative and Qualitative Disclosures about Market Risk
The description of the Company’s quantitative and qualitative disclosures about market risk is incorporated herein by reference to the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Suncrete attached hereto as Exhibit 99.3.
Properties
The description of the Company’s properties is contained in the Proxy Statement/Prospectus in the section titled “Information about Suncrete – Properties,” on page 243 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of shares of Company Common Stock, as of the Closing Date, following the consummation of the Business Combination, by:
| · | each person known by the Company to be the beneficial owner of more than 5% of a class of voting securities on the Closing Date; |
| · | each of the Company’s officers and directors; and |
| · | all executive officers and directors of the Company as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty (60) days.
The beneficial ownership of shares of the Company Common Stock immediately following completion of the Business Combination is based on the following: (i) an aggregate of 46,879,768 shares of Company Class A Common Stock issued and outstanding immediately following the completion of the Business Combination, (ii) 23,714,609 shares of Company Class B Common Stock issued and outstanding immediately following the completion of the Business Combination and (iii) 398,800 Company Warrants of the Company, each whole warrant to become exercisable for one share of common stock.
| Name of Beneficial Owners(1) | Shares of Company Class A Common Stock |
Percentage of Company Class A Common Stock |
Shares of Company Class B Common Stock |
Percentage of Company Class B Common Stock |
Combined Voting Power(2) |
|||||||||||||||
| Five Percent Holders of Company | ||||||||||||||||||||
| FMR LLC(3) | 6,162,009 | 13.1 | % | - | - | 2.2 | % | |||||||||||||
| Alyeska Master Fund, LP(4) | 4,641,097 | 9.99 | % | - | - | 1.6 | % | |||||||||||||
| Haymaker Sponsor IV LLC(5) | 3,639,267 | 7.7 | % | - | - | 1.3 | % | |||||||||||||
| Dothan Independent GP, LP(6) | 398,800 | * | 5,300,000 | 22.3 | % | 18.8 | % | |||||||||||||
| Dothan Concrete Investors, LLC(7) | - | - | 18,414,609 | 77.7 | % | 64.8 | % | |||||||||||||
| Eaglesnest Investments, LLC(8) | 4,808,790 | 10.3 | % | - | - | 1.7 | % | |||||||||||||
| Directors and Executive Officers | ||||||||||||||||||||
| Randall Edgar(9) | 4,808,790 | 10.3 | % | - | - | 1.7 | % | |||||||||||||
| Ned N. Fleming, III(10) | 398,800 | * | 23,714,609 | 100.0 | % | 83.5 | % | |||||||||||||
| Andrew R. Heyer(5) | 3,639,267 | 7.8 | % | - | - | 1.3 | % | |||||||||||||
| William Holden(11) | 225,605 | * | - | - | * | |||||||||||||||
| Bretton Johnston | - | - | - | - | - | |||||||||||||||
| Mark R. Matteson(12) | - | - | 18,414,609 | 77.7 | % | 64.8 | % | |||||||||||||
| David Rees-Jones | - | - | - | - | - | |||||||||||||||
| Tommy Wentroth(13) | 449,261 | 1.0 | % | - | - | * | ||||||||||||||
| Mark Jones(14) | 898,521 | 1.9 | % | - | - | * | ||||||||||||||
| All Company directors and executive officers as a group (9 persons) | 9,521,723 | 20.3 | % | 23,714,609 | 100.0 | % | 87.0 | % | ||||||||||||
| * |
Less than 1% of the outstanding shares. |
(1) Unless otherwise noted, the business address of each of the following entities or individuals is 817 E. 4th Street, Tulsa, Oklahoma 74120.
(2) Represents the voting power with respect to all shares of Company Class A Common Stock and Company Class B Common Stock outstanding, voting as a single class. Shares of Company Class A Common Stock are entitled to one vote per share, and shares of Company Class B Common Stock are entitled to 10 votes per share.
(3) These funds and accounts are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of these funds and accounts is 245 Summer Street, Boston, MA 02210.
(4) Consists of (i) 4,141,573 shares of Company Class A Common Stock and (ii) Pre-Funded Warrants exercisable for up to 2,525,094 shares of Common Stock, subject to a 9.99% beneficial ownership limitation provision. Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (“Alyeska”), has voting and investment control of the shares held by Alyeska. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P., and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601.
(5) Consists of (i) 75,000 private placement warrants and (ii) 3,564,267 shares of Company Class A Common Stock held by Haymaker. Steven J. Heyer and Andrew R. Heyer are managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The principal business address of Sponsor is 501 Madison Avenue, Floor 5, New York, NY 10022.
(6) Consists of shares of Company Class A Common Stock issuable upon the exercise of 398,800 Company Warrants and 5,300,000 shares of Company Class B Common Stock. Dothan Sponsor, LLC (“Dothan Sponsor”) is the general partner of Dothan Independent. Ned N. Fleming, III, the Company’s Executive Chairman, is the sole manager of Dothan Sponsor. Each of Dothan Sponsor and Mr. Fleming may be deemed to beneficially own securities of Company held by Dothan Independent. Each such person and entity disclaims beneficial ownership of such securities except to the extent of his or its pecuniary interest therein. The address for Mr. Fleming, Dothan Sponsor and Dothan Independent is c/o SunTx Capital Management Corp., 5420 LBJ Freeway, Suite 950, Dallas, Texas 75240.
(7) Dothan Concrete Manager, LLC (“Dothan Concrete Manager”) is the managing member of Dothan Concrete Investors, LLC (“Dothan Concrete Investors”). The manager of Dothan Concrete Manager is SunTx Capital Management Corp. (“SunTx Capital Management”). Ned N. Fleming, III, the Company’s Executive Chairman, is the sole shareholder and director of SunTx Capital Management. Mark R. Matteson, a director of the Company, is an executive officer of SunTx Capital Management. Each of Dothan Concrete Manager, SunTx Capital Management, Mr. Fleming and Mr. Matteson may be deemed to beneficially own securities of the Company held by Dothan Concrete Investors. Each such entity and person disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. The address of each of Messrs. Fleming and Matteson, SunTx Capital Management and Dothan Concrete Manager is c/o SunTx Capital Management Corp., 5420 LBJ Freeway, Suite 950, Dallas, Texas 75240.
(8) Eaglesnest Investments, LLC (“Eaglesnest”) is controlled by Randall Edgar, the Chief Executive Officer and a director of Company. Mr. Edgar may be deemed to beneficially own securities of Company held by Eaglesnest. Mr. Edgar disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address for Eaglesnest is 405 N Main St. 6E, Tulsa, OK 74103.
(9) Includes shares of Company Class A Common Stock held by Eaglesnest. See footnote 8 above.
(10) Includes (i) shares of Company Class B Common Stock held by Dothan Independent and Dothan Concrete Investors and (ii) shares of Company Class A Common Stock issuable upon the exercise of 398,800 Company Warrants held by Dothan Independent. See footnotes 4 and 5 above.
(11) Consists of 225,606 shares of restricted Company Class A Common Stock.
(12) Includes shares of Company Class B Common Stock held by Dothan Concrete Investors. See footnote 7 above.
(13) Consists of 451,211 shares of restricted Company Class A Common Stock, one-third of such vest on each of December 9, 2027, 2028 and 2029, respectively, subject to continued service with the Company.
(14) Consists of 898,521 shares of restricted Company Class A Common Stock one-third of such vest on each of December 9, 2027, 2028 and 2029, respectively, subject to continued service with the Company.
Directors and Executive Officers
The Company’s directors and executive officers after the Closing are described in the Proxy Statement/Prospectus in the section titled “Management Following the Business Combination” on page 266 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Director and Executive Compensation
Information regarding the compensation of the named executive officers of the Company before the Business Combination is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation – Suncrete” beginning on page 263 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Information regarding the compensation of the Company’s board of directors (the “Board”) before the Business Combination is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation — Non-Employee Director Compensation Program,” beginning on page 264 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
At the Shareholder Meeting held on April 2, 2026, Haymaker’s shareholders approved the Suncrete, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”) and the Suncrete, Inc. Employee Stock Purchase Plan (the “ESPP”), which were previously adopted by the Board. A description of the material terms of the 2026 Plan is set forth in the section of the Proxy Statement/Prospectus titled “Shareholder Proposal No. 6 – The 2026 Plan Proposal” beginning on page 192 of the Proxy Statement/Prospectus, which is incorporated herein by reference, and a description of the material terms of the ESPP is set forth in the section of the Proxy Statement/Prospectus titled “Shareholder Proposal No. 7 – The ESPP Proposal” beginning on page 201 of the Proxy Statement/Prospectus, which is incorporated herein by reference
The foregoing description of the 2026 Plan and the ESPP does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2026 Plan and the ESPP, copies of which are attached as Exhibits 10.9 and 10.10, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The information set forth in this Current Report on Form 8-K under Item 5.02 is incorporated in this Item 2.01 by reference.
Certain Relationships and Related Transactions, and Director Independence
Certain relationships and related person transactions of Haymaker and Suncrete are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions,” beginning on page 296 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Reference is made to the disclosure regarding director independence in the section of the Proxy Statement/Prospectus titled “Management Following the Business Combination – Director Independence; Controlled Company Exemption,” beginning on page 269 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
The information set forth under “Item 1.01 Entry into a Material Definitive Agreement – Amended and Restated Registration Rights Agreement,” “Item 1.01 Entry into a Material Definitive Agreement – Company Registration Rights Agreement,” and “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers – Suncrete, Inc. 2026 Omnibus Incentive Plan” of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
The Board has adopted a written policy for the review, approval and ratification of transactions with related parties. The policy covers transactions between the Company and any of our executive officers and directors or their respective affiliates, director nominees, 5% or greater security holders or family members of any of the foregoing.
A related party transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which the Company was or is to be a participant in which the amount involves exceeds $120,000 in the aggregate in any fiscal year, and in which a related party had or will have a direct or indirect material interest.
Under the policy, the audit committee of the Board reviews transactions covered by this policy to determine, among other things:
| · | whether the terms of the transaction are fair to the Company, have resulted from arm’s length negotiations and are on terms at least as favorable as would apply if the transaction did not involve a related party; |
| · | whether there are demonstrable business reasons for the Company to enter into the transaction; |
| · | whether the transaction is material to the Company; |
| · | the role the related party played in arranging the transaction; |
| · | whether the transaction could impair the independence of a director; and |
| · | the interests of all related parties in the transaction. |
A related party transaction will only be approved or ratified by the audit committee if the audit committee determines that the transaction is beneficial to the Company and the terms of the transaction are fair to the Company. In addition, under the Company’s Code of Business Conduct and Ethics, directors and executive officers have an affirmative responsibility to seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Board.
Legal Proceedings
Reference is made to the disclosure regarding legal proceedings in the sections of the Proxy Statement/Prospectus titled “Information About Suncrete – Legal Proceedings” on page 244, which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters
Following the Closing of the Business Combination, the Company Class A Common Stock began trading on The Nasdaq Global Market under the symbol “RMIX” on April 9, 2026. The Company has not paid any cash dividends on the Company Common Stock to date.
The Board, in its sole discretion, will make any determination from time to time with respect to the use of any excess cash accumulated, which may include, among other uses, the payment of dividends on the Company Common Stock. It is not contemplated that the Company will pay cash dividends for the foreseeable future.
Recent Sales of Unregistered Securities
The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
Description of Registrant’s Securities to be Registered
The description of the Company’s securities is contained in the Proxy Statement/Prospectus in the section titled “Description of New Suncrete Securities,” beginning on page 288 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Indemnification of Directors and Officers
The description of the indemnification arrangements with the Company’s directors and officers is contained in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
Financial Statements and Supplementary Data
Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the Company’s financial statements and supplementary information.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
The information set forth in Item 4.01 of this Current Report on Form 8-K is incorporated herein by reference.
Financial Statements and Exhibits
Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial information of the Company.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth above in “Introductory Note” above regarding the PIPE Subscription Agreements and the Exchange Agreement is incorporated herein by reference.
In connection with the Business Combination, Haymaker and the Company previously entered into subscription agreements (the “Original Subscription Agreements”) with certain PIPE Investors for an aggregate commitment amount of approximately $105.5 million in shares of Company Class A Common Stock and, in certain circumstances, Pre-Funded Warrants to purchase Company Class A Common Stock (the “PIPE Investment”). On March 27, 2026, Haymaker and the Company entered into a subscription agreement (the “New Subscription Agreement,” collectively with the Original Subscription Agreements, the “PIPE Subscription Agreements”) with an additional PIPE Investor for a commitment amount of $61.6 million, bringing the aggregate total subscription amount of the PIPE Investment to $167.1 million. Haymaker and the Company also agreed to afford the existing PIPE Investors the benefit of the additional rights set forth in the New Subscription Agreement.
Immediately prior to the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 11,216,667 shares of Company Class A Common Stock and 2,525,094 Pre-Funded Warrants. At the Acquisition Merger Effective Time, the Company issued and sold to certain of the PIPE Investors in a private placement an aggregate of 6,162,009 shares of Company Class A Common Stock.
The foregoing descriptions of the Original Subscription Agreements and the New Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the forms thereof, which are attached hereto as Exhibits 10.5 and 10.6, respectively, and are incorporated herein by reference.
Further, as previously disclosed, the Company previously entered into the Exchange Agreement with holders of Senior Preferred Units, pursuant to which the Company would issue an aggregate of 26,000 shares of Series A Preferred Stock to such Senior Preferred Unit holders in exchange for their Senior Preferred Units. On April 8, 2026, the Exchange occurred immediately prior to the closing of the Acquisition Merger, and the Company issued 26,000 shares of Series A Preferred Stock to the Senior Preferred Unit holders, following the acceptance by the Secretary of State of the State of Delaware of the Certificate of Designation.
The foregoing description of the Exchange Agreement and the Certificate of Designation do not purport to be complete and are qualified in their entirety by reference to the full text of the Exchange Agreement and the Certificate of Designation, which are attached hereto as Exhibits 10.7 and 3.3, respectively, and are incorporated herein by reference.
The Series A Preferred Stock, the shares of Company Class A Common Stock issuable upon conversion of the Series A Preferred Stock and the securities issued or issuable in connection with the PIPE Investment were not or will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 3.03. Material Modification to Rights of Security Holders.
At the Shareholder Meeting, Haymaker’s shareholders approved an Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) to replace the Company’s current certificate of formation following the Business Combination. The Certificate of Incorporation, among other things, increased the total number of authorized shares of the Company’s capital stock to 510,000,000 shares, divided into three classes consisting of (a) 400,000,000 shares of Company Class A Common Stock, (b) 100,000,000 shares of Company Class B Common Stock, and (c) 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Subject to the rights of any Preferred Stock, directors on the Board may only be removed for cause by the affirmative vote of the holders of at least a majority of the voting power of then-outstanding shares of Company Common Stock entitled to vote in the election of directors; provided, however, that once no shares of Company Class B Common Stock remain outstanding, any such director or all such directors may be removed only for cause and only by the affirmative vote of the holders of at least 66-2∕3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. The terms of the Certificate of Incorporation are described in greater detail in the Proxy Statement/Prospectus in the sections titled “Shareholder Proposal No. 3 – The Organizational Documents Proposal” and “Shareholder Proposal No. 4 – The Advisory Organizational Documents Proposal” beginning on page 176 and page 178, respectively, of the Proxy Statement/Prospectus and are incorporated herein by reference. The Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date.
On the Closing Date, the Board approved and adopted the Amended and Restated By-Laws of the Company (the “Bylaws”), effective as of the Closing.
Immediately prior to the Acquisition Merger Effective Time, the Company filed with the Secretary of State of the State of Delaware of the Certificate of Designation. The voting powers, designations, preferences, limitations, restrictions and relative rights of the Series A Preferred Stock are set forth in the Certificate of Designation. The terms of the Certificate of Designation are described in greater detail in that certain Supplement to the Proxy Statement/Prospectus, filed with the SEC on March 27, 2026, which is incorporated herein by reference.
Copies of the Certificate of Incorporation, the Bylaws and the Series A Certificate of Designation are attached hereto as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, and are incorporated herein by reference.
Item 4.01 Changes in Registrant’s Certifying Accountant.
On April 8, 2026, the audit committee of the Board approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2026, subject to the completion of Grant Thornton’s standard client acceptance procedures, Grant Thornton’s appointment will be effective upon the filing of the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2026. Grant Thornton served as the independent registered public accounting firm of Suncrete prior to the Business Combination. Accordingly, WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm prior to the Business Combination, was informed on April 8, 2026 that it would not be retained to serve as the Company’s independent registered public accounting firm upon the filing of the Company’s quarterly report on Form 10-Q for the three months ended March 30, 2026. The termination of the engagement of Withum was approved by the audit committee.
The report of Withum on the Company’s consolidated financial statements as of and for the year ended December 31, 2025, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained a paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern because of the Company’s liquidity condition and subsequent dissolution.
During the period from September 30, 2025 (inception) to December 31, 2025, and the subsequent interim period through April 8, 2026, there were no: (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Withum would have caused Withum to make reference thereto in its reports on the consolidated financial statements for such years, or (ii) reportable events (as described in Item 304 (a)(1)(v) of Regulation S-K).
During the period from September 30, 2025 (inception) to December 31, 2025, and the subsequent interim period through April 8, 2026, neither the Company nor anyone on the Company’s behalf consulted with Grant Thornton regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and no written report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S- K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K of the Exchange Act.
The Company provided Withum with a copy of the foregoing disclosures prior to the filing of this Report and requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Withum’s letter, dated April 14, 2026, is attached as Exhibit 16.1 to this Report.
Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “Shareholder Proposal No. 1 – The Business Combination Proposals,” on page 171 which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Directors and Executive Officers
The information set forth above in the sections titled “Management Following the Business Combination,” “Executive Compensation – Suncrete,” “Certain Relationships and Related Person Transactions” and “Indemnification of Directors and Officers” under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
On April 8, 2026, the Board appointed Mr. Mark Jones as the Chief Operating Officer of the Company, effective April 8, 2026.
Mr. Jones, age 56, has served in senior leadership roles at Suncrete since its original founding as Eagle Redi-Mix Concrete in 2008, including Vice President, Executive Vice President, and President. Mr. Jones has more than 35 years of experience in the construction materials industry, with a background spanning geotechnical engineering, concrete production, operations management, and executive leadership. Prior to joining Eagle Redi-Mix Concrete, he served in multiple operational and management roles at Mid-Continent Concrete Company for ten years. At Mid-Continent, Jones’ roles included Quality Control Manager, Operations and Production Manager, General Manager of Material Logistics, and ultimately Vice President of Mid-Continent Concrete, a role he continued for Mexican cement producer Grupo Cementos de Chihuahua following their acquisition of Mid-Contient.
There are no arrangements or understandings between Mr. Jones and any other persons pursuant to which he was selected to serve as the Company’s Chief Operating Officer. There is no family relationship between Mr. Jones and any director or executive officer of the Company. There are no transactions between Mr. Jones and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Exchange Act.
Suncrete, Inc. 2026 Omnibus Incentive Plan
At the Shareholder Meeting held on April 2, 2026, Haymaker’s shareholders approved the 2026 Plan, which was previously adopted by the Board. A description of the material terms of the 2026 Plan is set forth in the section of the Proxy Statement/Prospectus titled “Shareholder Proposal No. 6 – The 2026 Plan Proposal” beginning on page 192 of the Proxy Statement/Prospectus, which is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the complete text of the 2026 Plan, a copy of which is attached as Exhibit 10.9 to this Current Report on Form 8-K and incorporated herein by reference.
Suncrete, Inc. Employee Stock Purchase Plan
At the Shareholder Meeting held on April 2, 2026, Haymaker’s shareholders approved the ESPP, which was previously adopted by the Board. The ESPP became effective immediately upon the Closing of the Business Combination. A description of the material terms of the ESPP is set forth in the section of the Proxy Statement/Prospectus titled “Shareholder Proposal No. 7 – The ESPP Proposal” beginning on page 201 of the Proxy Statement/Prospectus, which is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the complete text of the ESPP, a copy of which is attached as Exhibit 10.10 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.05. Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On the Closing Date, the Board adopted a Code of Business Conduct and Ethics (the “Code”) applicable to the Company’s employees, officers and directors. The Company intends to post any legally required disclosures regarding amendments to or any waivers from a provision of the Code on our website. A copy of the Code can be found on the Company’s Investor Relations website at suncrete.com/investors. The information contained on the Company’s website shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.
The foregoing description of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, which is included as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, the Company ceased to be a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “Shareholder Proposal No. 1 – The Business Combination Proposals” beginning on page 171 of the Proxy Statement/Prospectus, and such disclosure is incorporated herein by reference. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.06.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired.
The consolidated financial statements of the Company as of December 31, 2025 and for the period from September 30, 2025 (inception) to December 31, 2025, and the related notes thereto are attached as Exhibit 99.1 hereto and are incorporated herein by reference.
The financial statements of Concrete Partners Holdings, LLC as of December 31, 2025 and 2024 and for the three year period ended December 31, 2025, and the related notes thereto are attached as Exhibit 99.2 hereto and are incorporated herein by reference. Also included as Exhibit 99.3 and incorporated herein by reference is Management’s Discussion and Analysis of Financial Condition and Results of Operations of Concrete Partners Holdings, LLC for the twelve months ended December 31, 2025.
The consolidated financial statements of Haymaker Acquisition Corp. 4 as of December 31, 2025 and 2024 and for the two year period ended December 31, 2025, and the related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Haymaker Acquisition Corp. 4. for the twelve months ended December 31, 2025 are incorporated herein by reference to Haymaker’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by Haymaker with the SEC on March 30, 2026.
The consolidated financial statements of SRM, Inc. dba Schwarz Ready Mix as of October 17, 2025 and for the period from January 1, 2025 to October 17, 2025, and the related notes thereto are attached as Exhibit 99.5 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of Suncrete, Haymaker and the Company as of and for the year ended December 31, 2025 is filed as Exhibit 99.4 hereto and is incorporated herein by reference.
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 2.1† | Business Combination Agreement (Incorporated by reference to Exhibit 2.1 to Haymaker’s Current Report on Form 8-K/A, filed with the SEC on October 14, 2025). | |
| 2.2# | Equity and Asset Purchase and Contribution Agreement, dated October 17, 2025, by and among SRM, Inc., SRM Leasing, LLC, Schwarz Sand, LLC, certain equity holders of SRM, Inc., SRM Leasing, LLC, Schwarz Sand, LLC, certain other transaction beneficiaries and SRM, Inc., in its capacity as a representative of the selling parties (Incorporated by reference to Exhibit 2.2 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026). | |
| 2.3* | First Amendment to Equity Asset Purchase and Contribution Agreement, dated March 27, 2026, by and between Eagle Redi-Mix Concrete, LLC and SRM, Inc. DBA Schwarz Ready Mix, in its capacity as representative of the selling parties. | |
| 3.1* | Amended and Restated Certificate of Incorporation of Suncrete, Inc. | |
| 3.2* | Amended and Restated By-Laws of Suncrete, Inc. | |
| 3.3* | Certificate of Designation for the Series A Convertible Perpetual Preferred Stock. | |
| 4.1 | Warrant Agreement, dated July 25, 2023, by and between Haymaker and Continental Stock Transfer & Trust Company, as Warrant Agent (Incorporated by reference to Exhibit 4.1 to Haymaker’s Current Report on Form 8-K, filed with the SEC on July 31, 2023). | |
| 4.2* | Amendment No. 1 to Warrant Agreement, dated April 8, 2026, by and between Haymaker and Continental Stock Transfer & Trust Company. | |
| 4.3 | Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to Haymaker’s Registration Statement on Form S-1/A (File No. 333-273117), filed with the SEC on July 17, 2023). | |
| 10.1* | Amended and Restated Registration Rights Agreement, dated April 8, 2026, by and among the Company and Sponsor. | |
| 10.2* | Registration Rights Agreement, dated April 8, 2026, by and among the Company, Dothan Concrete, Dothan Independent and Eaglesnest Investments, LLC. | |
| 10.3 | Sponsor Support Agreement, dated October 9, 2025, by and among Haymaker, the Company, Suncrete and the other parties signatory thereto (Incorporated by reference to Exhibit 10.2 to Haymaker’s Current Report on Form 8-K, filed with the SEC on October 10, 2025 (as amended on October 14, 2025)). | |
| 10.4 | Form Company Support Agreement (Incorporated by reference to Exhibit 10.1 to the Haymaker’s Current Report on Form 8-K, filed with the SEC on October 10, 2025 (as amended on October 14, 2025)). | |
| 10.5 | Form of Subscription Agreement (Incorporated by reference to Exhibit 10.3 to the Haymaker’s Current Report on Form 8-K, filed with the SEC on October 10, 2025 (as amended on October 14, 2025)). | |
| 10.6 | Form of Subscription Agreement (Incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 2, 2026). | |
| 10.7*# | Securities Exchange Agreement, dated March 26, 2026, by and between the Company, Suncrete and the holders signatory thereto. | |
| 10.8 | Forward Purchase Agreement, dated April 6, 2026, by and between the Company, Haymaker and Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP, Harraden Circle Concentrated, LP (Incorporated by reference to Exhibit 10.1 to Haymaker’s Current Report on Form 8-K, filed with the SEC on April 7, 2026). | |
| 10.9*+ | Suncrete, Inc. 2026 Omnibus Incentive Plan. | |
| 10.10*+ | Suncrete, Inc. Employee Stock Purchase Plan. | |
| 10.11*+ | Form of Restricted Stock Award Agreement. | |
| 10.12*+ | Form of Restricted Stock Unit Agreement. | |
| 10.13*+# | Form of Performance Stock Unit Award Agreement (Officers). | |
| 10.14*+ | Form Restricted Stock Award Agreement (Outside Incentive Plan). | |
| 10.15*+ | Form Restricted Stock Award Agreement (Heyer). | |
| 10.16 | Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.11 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026). | |
| 10.17# | Credit Agreement, dated July 29, 2024, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer (Incorporated by reference to Exhibit 10.14 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026). | |
| 10.18# | First Amendment and Increase to Credit Agreement, dated October 17, 2025, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC, Schwarz Sand, LLC and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer (Incorporated by reference to Exhibit 10.15 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026). | |
| 10.19*# | Consent and Second Amendment to the Credit Agreement and First Amendment to the Security and Pledge Agreement, dated March 25, 2026, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC, Schwarz Sand, LLC and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer. | |
| 10.20*# | Limited Consent and Third Amendment to Credit Agreement, dated April 7, 2026, by and among Concrete Partners, LLC, Concrete Partners Holding, LLC, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC, Schwarz Sand, LLC, the Company, Haymaker and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer. | |
| 10.21 | Management and Consulting Agreement, dated as of July 29, 2024, by and between Concrete Investments Management, LLC and Suncrete (Incorporated by reference to Exhibit 10.12 to the Company’s Amendment No. 2 to the Form S-4, filed with the SEC on February 4, 2026). | |
| 10.22* | Amendment No. 1 to Management and Consulting Agreement, by and among the Company, Suncrete and Dothan Concrete Investments Management, LLC. | |
| 14.1* | Suncrete, Inc. Code of Business Conduct and Ethics. | |
| 16.1* | Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated April 14, 2026. | |
| 21.1* | List of Subsidiaries. | |
| 99.1* | Condensed financial statements of Suncrete, Inc. and its subsidiaries for the year ended December 31, 2025, and the noted related thereto. | |
| 99.2* | Financial statements of Concrete Partners Holding, LLC for the year ended December 31, 2025, and the notes related thereto. | |
| 99.3* | Management’s Discussion and Analysis of Financial Condition and Results of Operations for Concrete Partners Holding, LLC for the twelve months ended December 31, 2025 and 2024. | |
| 99.4* | Unaudited pro forma financial statements of Suncrete, Inc. | |
| 99.5* | Financial statements of SRM, Inc. dba Schwarz Ready Mix as of October 17, 2025 and for the period from January 1, 2025 to October 17, 2025, and the notes related thereto. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith |
| + | Indicates a management or compensatory plan. |
| † | Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. |
| # | Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrants agree to furnish a copy of any omitted schedules to the SEC upon request. Certain confidential information has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such excluded information is not material and is the type that the Company treats as private or confidential. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HAYMAKER ACQUISITION CORP. 4 | |||
| Date: April 14, 2026 | By: | /s/ Randall Edgar | |
| Name: | Randall Edgar | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Suncrete Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Suncrete Inc. as of December 31, 2025, and the related consolidated statements of operations, changes in stockholder’s deficit, and cash flows for the period from September 30, 2025 (Inception) to December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from September 30, 2025 (Inception) to December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Parent is unable to raise additional funds to alleviate liquidity needs and complete a business combination by July 28, 2026, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company's auditor since 2025.
New York, New York
April 14, 2026
SUNCRETE INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2025
| ASSETS | ||||
| Total Current Assets | $ | — | ||
| TOTAL ASSETS | $ | — | ||
| LIABILITIES AND STOCKHOLDER’S DEFICIT | ||||
| Accounts payable and accrued expenses | $ | 31,519 | ||
| TOTAL LIABILITIES | 31,519 | |||
| Commitments and Contingencies | ||||
| STOCKHOLDER’S DEFICIT | ||||
| Common stock, $0.0001 par value; 1,000 shares authorized, 100 issued and outstanding | 10 | |||
| Stock subscription receivable | (10 | ) | ||
| Additional paid-in capital | — | |||
| Accumulated deficit | (31,519 | ) | ||
| Total Stockholder’s Deficit | (31,519 | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT | $ | — |
The accompanying notes are an integral part of the financial statements.
SUNCRETE INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM SEPTEMBER 30, 2025 (INCEPTION) TO DECEMBER 31, 2025
| General and administrative expenses | $ | 31,519 | ||
| Loss from operations | (31,519 | ) | ||
| Net loss | $ | (31,519 | ) | |
| Weighted average shares of common stock outstanding, basic and diluted | 1,000 | |||
| Basic and diluted net loss per share of common stock | $ | (31.52 | ) |
The accompanying notes are an integral part of these financial statements.
SUNCRETE INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT
FOR THE PERIOD FROM SEPTEMBER 30, 2025 (INCEPTION) TO DECEMBER 31, 2025
| Common Stock | Share Subscription | Additional Paid-in | Accumulated | Total Stockholder’s | ||||||||||||||||||||
| Shares | Amount | Receivable | Capital | Deficit | Deficit | |||||||||||||||||||
| Balance — September 30, 2025 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | ||||||||||||||
| Issuance of common stock | 1,000 | 10 | (10 | ) | — | — | — | |||||||||||||||||
| Net loss | — | — | — | — | (31,519 | ) | (31,519 | ) | ||||||||||||||||
| Balance – December 31, 2025 | 1,000 | $ | 10 | $ | (10 | ) | $ | — | $ | (31,519 | ) | $ | (31,519 | ) | ||||||||||
The accompanying notes are an integral part of these financial statements.
SUNCRETE INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 30, 2025 (INCEPTION) TO DECEMBER 31, 2025
| Cash Flows from Operating Activities: | ||||
| Net loss | $ | (31,519 | ) | |
| Adjustments to reconcile net loss to net cash used in operations: | ||||
| Changes in operating assets and liabilities: | ||||
| Accounts payable and accrued expenses | 31,519 | |||
| Net cash used in operating activities | — | |||
| Net Change in Cash | — | |||
| Cash – Beginning of period | — | |||
| Cash – End of year | $ | — | ||
The accompanying notes are an integral part of these financial statements.
SUNCRETE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
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 October 9, 2025, 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 together with Merger Sub I, the “Merger Subs”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“Suncrete”), entered into a Business Combination Agreement, dated as of October 9, 2025 (the “Business Combination Agreement”).
Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in three steps: (a) SPAC will change 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) immediately following the Domestication Effective Time, Merger Sub I will merge with and into SPAC (the “Initial Merger”), with SPAC surviving the Initial Merger as a wholly owned subsidiary of the Company (the time at which the Initial Merger becomes effective, the “Initial Merger Effective Time”); and (c) immediately following the Initial Merger Effective Time, Merger Sub II will merge with and into Suncrete (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers”, and collectively 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..
Liquidity and Going Concern
On December 31, 2025, the Company reported net loss of $31,519. As of December 31, 2025, the Company had an aggregate cash of $0 and a working capital deficit of $31,519.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. If the Business Combination is not consummated by July 28, 2026 (or as extended by the shareholders) (the “Combination Period”), then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and potential dissolution if the Business Combination is not consummated by the Combination Period raise substantial doubt about the Company’s ability to continue as a going concern.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these financial statements are available to be issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
SUNCRETE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements, which include the 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 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 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 December 31, 2025.
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.
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 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:
| December 31, 2025 | ||||
| General and administrative expenses | $ | 31,519 | ||
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.
NOTE 6. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in these consolidated financial statements, other than as described below:
On April 8, 2026, the Company consummated the previously announced Business Combination with Haymaker Acquisition Corp. 4.
Exhibit 99.2
INDEX TO FINANCIAL INFORMATION
Audited Consolidated Financial Statements of Concrete Partners Holding, LLC (Successor) and Combined Financial Statements of Eagle Redi-Mix Concrete, LLC and Ram Transportation, LLC (Predecessor)
| Reports of Independent Registered Public Accounting Firm | F-2 | |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 (Successor) | F-3 | |
| Consolidated Statement of Operations for the Year Ended December 31,
2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor) and Combined Statements of Operations
for the period from January 1, 2024 through July 29, 2024 and the Year Ended December 31, 2023 (Predecessor) |
F-4 | |
| Consolidated Statement of Changes in Mezzanine Equity and Common Unitholder Equity for the Year Ended December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor), and Combined Statements of Changes in Common Unitholder Equity for the Period from January 1, 2024 through July 29, 2024 (Predecessor) and the Year Ended December 31, 2023 (Predecessor) | F-5 | |
| Consolidated Statement of Cash Flows for the Year Ended December 31,
2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor), and Combined Statements of Cash
Flows for the Period from January 1, 2024 through July 29, 2024 and the Year Ended December 31, 2023 (Predecessor) |
F-6 | |
| Notes to Consolidated and Combined Financial Statements | F-7 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Unitholders
Concrete Partners Holding, LLC
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Concrete Partners Holding, LLC (a Delaware corporation) (and subsidiaries) (the “Successor”) (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in mezzanine equity and common unitholder equity, and cash flows for the year ended December 31, 2025 and for the period from May 22, 2024 (date of inception) to December 31, 2024, and the related notes. We have audited the accompanying combined statements of operations, changes in common unitholder equity, and cash flows for the period from January 1, 2024 to July 29, 2024 and the year ended December 31, 2023, and the related notes of Eagle Redi-Mix Concrete, LLC and Ram Transportation, LLC (collectively, the “Predecessor”) (Oklahoma limited liability companies and subsidiaries of the Company). All statements referenced are collectively referred to as the “consolidated and combined financial statements” In our opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 (Successor), the period from May 22, 2024 (date of inception) to December 31, 2024 (Successor), the period from January 1, 2024 to July 29, 2024 (Predecessor), and the year ended December 31, 2023 (Predecessor), in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These consolidated and combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated and combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2024.
Tulsa, Oklahoma
April 14, 2026
F-2
CONCRETE PARTNERS HOLDING, LLC
Consolidated Balance Sheets as of December 31, 2025 and 2024 (Successor)
(in thousands, except unit amounts)
| December 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 6,333 | $ | 8,410 | ||||
| Accounts receivable, net | 33,699 | 19,774 | ||||||
| Inventory | 8,723 | 5,007 | ||||||
| Other current assets | 5,047 | 1,241 | ||||||
| Total current assets | 53,802 | 34,432 | ||||||
| Property, plant and equipment: | ||||||||
| Property, plant and equipment, at cost | 168,767 | 70,965 | ||||||
| Less: accumulated depreciation | (15,930 | ) | (4,072 | ) | ||||
| Property, plant and equipment, net | 152,837 | 66,893 | ||||||
| Goodwill | 79,505 | 79,505 | ||||||
| Customer relationships, net | 71,373 | 61,636 | ||||||
| Trade names | 24,800 | 16,800 | ||||||
| Other noncurrent assets, net | 2,385 | 980 | ||||||
| Total assets | $ | 384,702 | $ | 260,246 | ||||
| Liabilities, Redeemable Mezzanine Equity and Common Unitholder Equity (Deficit) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 12,558 | $ | 5,094 | ||||
| Accrued liabilities | 27,080 | 3,044 | ||||||
| Current portion of lease liabilities | 475 | 361 | ||||||
| Long-term debt, current portion | 13,654 | 6,500 | ||||||
| Total current liabilities | 53,767 | 14,999 | ||||||
| Long-term lease liability | 1,727 | 361 | ||||||
| Long-term debt, net | 186,625 | 122,485 | ||||||
| Total liabilities | 242,119 | 137,845 | ||||||
| Commitments and contingencies (Note 15) | ||||||||
| Redeemable mezzanine equity: | ||||||||
| Redeemable senior preferred units, 26,000,000 units issued and outstanding (at redemption value) | 26,590 | 26,590 | ||||||
| Redeemable preferred units, 115,700,000 units and 95,700,000 units issued and outstanding (at redemption value) at December 31, 2025 and 2024, respectively | 130,623 | 99,832 | ||||||
| Common unitholder equity (deficit), 95,700,000 units issued and outstanding | (14,630 | ) | (4,021 | ) | ||||
| Total liabilities, redeemable mezzanine equity and common unitholder equity (deficit) | $ | 384,702 | $ | 260,246 | ||||
The accompanying notes are an integral part of these financial statements.
F-3
CONCRETE PARTNERS HOLDING, LLC (SUCCESSOR) AND COMBINED EAGLE REDI-MIX CONCRETE, LLC AND RAM TRANSPORTATION, LLC (PREDECESSOR)
Consolidated Statement of Operations for the Year Ended December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor), and Combined Statements of Operations for the Period from January 1, 2024 through July 29, 2024 and the Year Ended December 31, 2023 (Predecessor)
(in thousands, except units and per units amounts)
| Successor | Predecessor | |||||||||||||||||
| Year ended December 31, 2025 | Period
from Inception (May 22, 2024) through December 31, 2024 | Period
from January 1, 2024 through July 29, 2024 | Year ended December 31, 2023 | |||||||||||||||
| Revenues | $ | 194,871 | $ | 79,650 | $ | 103,661 | $ | 144,279 | ||||||||||
| Cost of goods sold | 127,925 | 49,419 | 65,065 | 93,093 | ||||||||||||||
| Gross profit | 66,946 | 30,231 | 38,596 | 51,186 | ||||||||||||||
| Operating expenses: | ||||||||||||||||||
| Selling, general and administrative expenses (1) | 45,553 | 16,346 | 16,883 | 22,665 | ||||||||||||||
| Acquisition-related costs (2) | 6,696 | 7,422 | — | — | ||||||||||||||
| (Gain) loss on disposal of assets, net | 272 | (108 | ) | 40 | 197 | |||||||||||||
| Total operating expenses | 52,521 | 23,660 | 16,923 | 22,862 | ||||||||||||||
| Operating income | 14,425 | 6,571 | 21,673 | 28,324 | ||||||||||||||
| Other income (expense): | ||||||||||||||||||
| Other expenses | (418 | ) | (319 | ) | (285 | ) | (471 | ) | ||||||||||
| Interest expense, net | (12,032 | ) | (5,173 | ) | (924 | ) | (878 | ) | ||||||||||
| Total other income (expense) | (12,450 | ) | (5,492 | ) | (1,209 | ) | (1,349 | ) | ||||||||||
| Net income | 1,975 | 1,079 | 20,464 | 26,975 | ||||||||||||||
| Distributions to senior preferred unitholders | (2,340 | ) | (410 | ) | — | — | ||||||||||||
| Accretion of redeemable preferred units to redemption value | (10,791 | ) | (33,532 | ) | — | — | ||||||||||||
| Net income (loss) attributable to common unitholders | $ | (11,156 | ) | $ | (32,863 | ) | $ | 20,464 | $ | 26,975 | ||||||||
| Weighted average common units outstanding | 95,700,000 | 66,517,937 | — | — | ||||||||||||||
| Basic and diluted income (loss) per common units | (0.12 | ) | (0.49 | ) | — | — | ||||||||||||
| (1) | Includes approximately $2.8 million of affiliated consultant compensation incurred during the 2025 Successor period, $0.9 million during the 2024 Successor period, and $0 during the Predecessor period; see Note 19. | |
| (2) | Includes approximately $3.0 million and $6.3 million of reimbursable third-party diligence costs and affiliated diligence and integration fees incurred during the 2025 and 2024 Successor periods, respectively, and $0 during the Predecessor period; see Note 19. |
The accompanying notes are an integral part of these financial statements.
F-4
CONCRETE PARTNERS HOLDING, LLC (SUCCESSOR) AND COMBINED EAGLE REDI-MIX CONCRETE, LLC AND RAM TRANSPORTATION, LLC (PREDECESSOR)
Consolidated Statement of Changes in Mezzanine Equity and Common Unitholder Equity as of December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor), Combined Statement of Changes in Common Unitholder Equity for the Period from January 1, 2024 through July 29, 2024 and the Year Ended December 31, 2023 (Predecessor)
(unaudited)
(in thousands, except unit amounts)
| Mezzanine Equity | ||||||||||||||||||||||||||
| Senior Preferred Units | Senior
Preferred ($) | Preferred
Units | Preferred ($) | Common Unitholder Equity Units | Common Unitholder Equity (Deficit) ($) | |||||||||||||||||||||
| Balance, January 1, 2023 (Predecessor) | $ | 35,274 | ||||||||||||||||||||||||
| Net income | 26,975 | |||||||||||||||||||||||||
| Distributions | (19,006 | ) | ||||||||||||||||||||||||
| Balance, December 31, 2023 (Predecessor) | $ | 43,243 | ||||||||||||||||||||||||
| Net income | 20,464 | |||||||||||||||||||||||||
| Distributions | (13,378 | ) | ||||||||||||||||||||||||
| Balance, July 29, 2024 (Predecessor) | $ | 50,329 | ||||||||||||||||||||||||
| Balance, May 22, 2024 (Successor) | — | $ | — | — | $ | — | — | $ | — | |||||||||||||||||
| Issuance of preferred and common units for cash | — | — | 57,900,000 | 40,718 | 57,900,000 | 17,182 | ||||||||||||||||||||
| Issuance of senior preferred units, preferred units, common units for concrete acquisition | 26,000,000 | 26,000 | 37,800,000 | 26,582 | 37,800,000 | 11,218 | ||||||||||||||||||||
| Net income | — | — | — | — | — | 1,079 | ||||||||||||||||||||
| Accretion to redemption value | — | 1,000 | — | 32,532 | — | (33,532 | ) | |||||||||||||||||||
| Distributions | — | (410 | ) | — | — | — | — | |||||||||||||||||||
| Share-based compensation | — | — | — | — | — | 32 | ||||||||||||||||||||
| Balance, December 31, 2024 (Successor) | 26,000,000 | $ | 26,590 | 95,700,000 | $ | 99,832 | 95,700,000 | $ | (4,021 | ) | ||||||||||||||||
| Net income | — | — | — | — | — | 1,975 | ||||||||||||||||||||
| Issuance of Preferred Units | — | — | 20,000,000 | 20,000 | — | — | ||||||||||||||||||||
| Accretion to redemption value | — | 2,340 | — | 10,791 | — | (13,131 | ) | |||||||||||||||||||
| Distributions | (2,340 | ) | — | — | — | — | ||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | 547 | ||||||||||||||||||||
| Balance, December 31, 2025 (Successor) | 26,000,000 | $ | 26,590 | 115,700,000 | $ | 130,623 | 95,700,000 | $ | (14,630 | ) | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-5
CONCRETE PARTNERS HOLDING, LLC (SUCCESSOR) AND COMBINED EAGLE REDI-MIX CONCRETE, LLC AND RAM TRANSPORTATION, LLC (PREDECESSOR)
Consolidated Statement of Cash Flows for the Year Ended December 31, 2025 and for the Period from Inception (May 22, 2024) through December 31, 2024 (Successor), and Combined Statements of Cash Flows for the Period from January 1, 2024 through July 29, 2024 and the Year Ended December 31, 2023 (Predecessor)
(in thousands)
| Successor | Predecessor | |||||||||||||||||
| Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | Period
from January 1, 2024 through July 29, 2024 | Year ended December 31, 2023 | |||||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||||||
| Net income | $ | 1,975 | $ | 1,079 | $ | 20,464 | $ | 26,975 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||
| Depreciation and amortization | 19,035 | 6,740 | 4,827 | 6,087 | ||||||||||||||
| (Gain) loss on disposal of assets, net | 272 | (108 | ) | 40 | 197 | |||||||||||||
| Non-cash lease expense | 177 | (13 | ) | 10 | 23 | |||||||||||||
| Non-cash share-based compensation | 547 | 32 | — | — | ||||||||||||||
| Non-cash debt issuance cost amortization | 650 | 253 | 6 | 4 | ||||||||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions: | ||||||||||||||||||
| Accounts receivable, net | (4,272 | ) | 5,201 | (8,023 | ) | (3,674 | ) | |||||||||||
| Inventory | (122 | ) | 250 | (916 | ) | (890 | ) | |||||||||||
| Other current assets | (868 | ) | (89 | ) | (300 | ) | (93 | ) | ||||||||||
| Accounts payable | 1,372 | (1,651 | ) | (1,084 | ) | 3,492 | ||||||||||||
| Accrued liabilities | 2,704 | (896 | ) | 2,626 | 105 | |||||||||||||
| Net cash provided by operating activities | 21,470 | 10,798 | 17,650 | 32,226 | ||||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||||||
| Additions to property, plant and and equipment | (15,879 | ) | (3,617 | ) | (1,047 | ) | (9,194 | ) | ||||||||||
| Proceeds from sales of property, plant and equipment | 301 | 5 | 176 | 1,613 | ||||||||||||||
| Insurance proceeds on property, plant and equipment | — | 158 | — | — | ||||||||||||||
| Net cash paid for acquisitions | (73,436 | ) | (189,215 | ) | (13,872 | ) | — | |||||||||||
| Net cash used in investing activities | (89,014 | ) | (192,669 | ) | (14,743 | ) | (7,581 | ) | ||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||||||
| Borrowings of debt | 86,823 | 136,200 | 11,097 | — | ||||||||||||||
| Repayment of debt | (15,638 | ) | (5,250 | ) | (2,457 | ) | (4,629 | ) | ||||||||||
| Payment of debt issuance costs | (645 | ) | (2,464 | ) | (59 | ) | — | |||||||||||
| Proceeds from issuance of preferred and common units | — | 57,900 | — | — | ||||||||||||||
| Payment of deferred financing costs | (2,733 | ) | — | — | — | |||||||||||||
| Distributions | (2,340 | ) | (410 | ) | (14,274 | ) | (18,186 | ) | ||||||||||
| Net cash provided by (used in) financing activities | 65,467 | 185,976 | (5,693 | ) | (22,815 | ) | ||||||||||||
| Net change in cash and cash equivalents | (2,077 | ) | 4,105 | (2,786 | ) | 1,830 | ||||||||||||
| Beginning cash and cash equivalents | 8,410 | 4,305 | 7,091 | 5,261 | ||||||||||||||
| Ending cash and cash equivalents | $ | 6,333 | $ | 8,410 | $ | 4,305 | $ | 7,091 | ||||||||||
The accompanying notes are an integral part of these financial statements.
F-6
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Note 1. Organization
Concrete Partners Holding, LLC (the “Company,” the “Successor,” or “Concrete Holdings”) was formed in May 2024 as a Delaware limited liability company to serve as a holding company. The Company subsequently formed Concrete Partners, LLC (“Concrete Partners”) and its wholly owned subsidiary, Eagle Concrete Holdings, LLC (“Eagle Holdings”). Through Eagle Holdings, the Company wholly owns Eagle Redi-Mix Concrete, LLC (“Eagle”) and Ram Transportation, LLC (“Ram”) (collectively, the “Predecessor”), which are Oklahoma limited liability companies primarily engaged in the production and delivery of ready-mix concrete and related materials.
Eagle and Ram were under common control for all periods presented. Accordingly, the accompanying Predecessor combined financial statements reflect the combined results of Eagle and Ram as if they had been a single reporting entity for all historical periods.
On July 29, 2024 (the “Closing Date”), the Company acquired 100% of the membership interests in Eagle and Ram from their previous equity holders (the “Concrete Acquisition”). Following the acquisition, the Company operates an integrated ready-mix concrete platform serving infrastructure, commercial, and residential construction projects throughout Oklahoma and Arkansas.
As a result of the Concrete Acquisition, the accompanying financial statements reflect the activity of both the Successor and the Predecessor. The financial statements present four distinct reporting periods: (i) a Successor period for the year ended December 31, 2025, (ii) a Successor period from May 22, 2024 (date of inception) through December 31, 2024, (iii) a Predecessor period from January 1, 2024 through July 29, 2024, and (iv) a Predecessor period for the year ended December 31, 2023. The Company was determined to be the accounting acquirer and has applied the acquisition method of accounting in accordance with ASC 805, Business Combinations. Accordingly, a black-line division has been placed between the Successor and Predecessor periods to signify the consolidated financial statements for the Successor period are not comparable to the combined financial statements of the Predecessor period.
Although Concrete Holdings was formed on May 22, 2024, it had no operational activities or revenues prior to the acquisition of Eagle and Ram on July 29, 2024. From formation through the Closing Date, the Company incurred certain acquisition-related costs in connection with the Concrete Acquisition, which have been recorded in the consolidated financial statements. Other than these acquisition-related expenses, there were no substantive operating activities prior to the acquisition date.
Note 2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All material intercompany transactions and balances have been eliminated in consolidation.
F-7
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The Company accounts for business combinations using the acquisition method of accounting. As described in Note 1, the financial statements distinguish between Predecessor and Successor periods, which are not comparable.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period financial statement presentation, including reclassifications related to property, plant and equipment. These reclassifications had no impact on previously reported total assets, total liabilities, net income or stockholders' equity for the periods presented.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The combined financial statements for the Predecessor period represent the combination of the accounts of Eagle Redi-Mix Concrete, LLC and Ram Transportation, LLC, which were under common ownership and management during the periods presented but were not consolidated with the Company. All intercompany balances and transactions between Eagle and Ram have been eliminated in combination.
Use of Estimates
The preparation of the financial statements in conformity with 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by the Company include the estimated fair value of consideration transferred, assets acquired, and liabilities assumed in business combinations, useful lives of property, plant and equipment and intangible assets, and the valuation of share-based compensation awards. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in bank accounts and highly liquid investments with original maturities of three months or less. The Company's total cash balances are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000 per bank per depositor. The Company may hold balances in excess of federally insured limits but monitors the creditworthiness of its financial institutions. As of December 31, 2025 and 2024, the Company had no restricted cash balances.
F-8
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Accounts Receivable
Accounts receivable represent customer obligations due under normal trade terms and are recorded at the invoiced amount, net of an allowance for expected credit losses. Accounts receivable originating in the normal course of business are recorded at cost. Accounts receivable acquired in a business combination are recorded at fair value at the acquisition date, which approximates their net book value due to the short-term nature of the balances.
The Company sells ready-mix concrete and concrete products to various customers. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral. The allowance for expected credit losses is estimated based on the length of time receivables are past due, prior loss history, current and expected economic conditions, trends in the construction industry, and the customer’s ability to pay. The Company also considers individual credit risk profiles and writes off specific receivables once they are deemed uncollectible. Payments subsequently received on accounts previously written off are credited back to the allowance. Additions to the allowance are recorded as bad debt expense.
As of December 31, 2025 and 2024, the allowance for expected credit losses was approximately $61,400. Accounts receivable are presented on the Consolidated Balance Sheets net of this allowance.
No single customer accounted for more than 10% of accounts receivable as of December 31, 2025. As of December 31, 2024, one customer accounted for more than 10% of accounts receivable. The Company monitors credit risk through ongoing credit evaluations and reviews of customer payment history, credit ratings, financial strength, and industry position.
The opening and closing balances of accounts receivable from contracts with customers were $19.8 million and $33.7 million as of January 1, 2025 and December 31, 2025, respectively. For comparative purposes, balances were $17.0 million and $19.8 million as of January 1, 2024 and December 31, 2024, respectively.
Inventory
Inventories consist primarily of raw materials such as cement, sand, gravel, admixes and other components that are readily used in the production of ready-mix concrete, as well as supplies for maintaining the Company’s plant facilities and equipment. Inventory is valued at the lower of cost or net realizable value, with cost determined using either the first-in, first-out or average cost method. Inventory is evaluated for obsolescence or damage, and any items identified as unusable are written off as an expense in the period identified.
F-9
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Property, Plant and Equipment, net
Property, plant and equipment are initially recorded at cost or, if acquired in connection with a business combination, at fair value, and depreciated on a straight-line basis over their estimated useful lives. Expenditures for additions and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Repair and maintenance costs that do not substantially expand productive capacity or extend the life of property, plant and equipment are expensed as incurred. Leasehold improvements for operating leases are amortized over the lesser of the term of the related lease or the estimated lives of the improvements.
Upon disposal of an asset, the cost and related accumulated depreciation are removed from the Company’s accounts and any gain or loss is included in (Gain) loss on disposal of assets, net on the Consolidated and Combined Statements of Operations.
Management periodically assesses the estimated useful life over which assets are depreciated. If the analysis warrants a change in the estimated useful life of Property, plant and equipment, management will reduce the estimated useful life and depreciate the carrying value prospectively over the revised remaining useful life.
The estimated useful lives of the Company’s property, plant and equipment is as follows:
| Asset Category | Estimated Useful Life | |||
| Land | Not Depreciated | |||
| Buildings | 30 years | |||
| Plant & Equipment | 7-10 years | |||
| Vehicles | 5 years | |||
| Office Equipment & Software | 5-7 years |
Intangible Assets – Customer Relationships
The Company’s intangible assets consist of customer relationships and trade names acquired in business combinations. The Company amortizes customer relationships over their estimated useful lives ranging from 8 to 10 years, using the straight-line method. See Note 4 for additional discussion of the Company’s intangible assets.
Impairment of Long-Lived Assets
The Company’s long-lived assets (property, plant and equipment and amortizable intangible assets) are tested for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. A long-lived asset group is considered impaired when the anticipated undiscounted future cash flows from the use and eventual disposition of the asset group is less than its carrying value. If the carrying value is not recoverable, an impairment loss is measured as the excess of the asset’s carrying value over its estimated fair value. No impairments of long-lived assets were recorded during any periods presented in the accompanying consolidated and combined financial statements.
F-10
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the excess of consideration over the fair value of net assets acquired and liabilities assumed in business combinations. The goodwill recorded in connection with the Company’s business combinations is primarily attributable to the assembled workforces of the acquired businesses and the synergies expected to arise after the Company’s acquisition of those businesses.
Goodwill and indefinite-lived intangible assets, such as trade names, are not amortized, but are evaluated for impairment at least annually, or more frequently if facts or changes in circumstances indicate that the asset’s fair value may be less than its carrying amount. The Company performed its annual assessment as of December 31, 2025.
For purposes of the goodwill impairment assessment, assets are grouped into “reporting units.” A reporting unit is either an operating segment or a component of an operating segment, depending on how similar the components of the operating segment are to each other in terms of operational and economic characteristics.
As of December 31, 2025, the Company had one reporting unit for goodwill impairment testing purposes, which aligns with its single operating segment. The Company performs a qualitative assessment of relevant events and circumstances to evaluate the likelihood of goodwill impairment. If it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative analysis to determine the fair value of the reporting unit. If the fair value is less than the carrying amount, an impairment loss is recognized in an amount equal to the excess of the carrying value of goodwill over its implied fair value, limited to the total goodwill allocated to the reporting unit.
The Company performed a qualitative assessment as of December 31, 2025, 2024 and 2023 to determine whether it was more likely than not that the fair value of the reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, the Company determined that the fair value of its reporting unit was more likely than not greater than the carrying value of the reporting units. As a result, no impairment of goodwill was recorded during any of the periods in the accompanying consolidated and combined financial statements.
The Company also annually assesses the carrying value of its indefinite-lived intangible assets other than goodwill. The Company performed a qualitative impairment assessment of its indefinite-lived trade name licenses. The qualitative assessment did not identify indicators of impairment, and it was determined that more likely than not the fair value of its indefinite-lived trade name license was more than its carrying amount.
F-11
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Revenue from Contracts with Customers
The Company earns revenue primarily from the sale of concrete, with most revenue generated from orders under master purchase agreements or through direct sales to third-party contractors and suppliers. Each contract typically includes a single performance obligation: the delivery of ready-mix concrete to the customer’s job site. Control transfers and revenue is recognized at a point in time upon delivery, which is when the customer becomes obligated to pay. The Company invoices customers at the time of delivery, and payment terms are generally 30 days.
The Company may earn additional revenue from fuel surcharges, waiting time charges, extra stops, and other services. These items are considered variable consideration and are recognized at the point in time the underlying performance obligation is satisfied — typically at the time of delivery — as the variability is resolved at that time. These charges do not represent distinct performance obligations from the delivery of ready-mix concrete.
The Company does not offer rights of return or refund to its customers. The Company had no contract assets, contract liabilities, or remaining performance obligations as of the Balance Sheet dates presented.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. The Company uses the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:
| · | Level 1: Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date. |
| · | Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means. |
| · | Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. |
The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability.
F-12
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The carrying value of the Company’s long-term debt approximates fair value. The carrying value of the Company’s current assets and current liabilities, including accounts receivable, inventory, accounts payable, and accrued liabilities, approximates fair value due to their short-term maturities.
Redeemable Senior Preferred and Preferred Units (Mezzanine Equity)
The Company classifies certain equity instruments as mezzanine equity on the Consolidated Balance Sheet when such instruments contain redemption features that are not solely within the control of the Company or its subsidiaries. As of December 31, 2025 and 2024, the Company presented its senior preferred units and preferred units as mezzanine equity in the Consolidated Balance Sheet.
Redeemable equity securities are initially recognized at their fair value on the issuance date. Because both the senior preferred units and the preferred units are currently redeemable, they are remeasured to their maximum redemption value at each reporting date.
The Company evaluates mezzanine equity instruments at each reporting period to determine if reclassification to permanent equity or liability treatment is required.
Right of Use Assets and Lease Liabilities
At the inception of a contractual arrangement, the Company determines whether a contract contains a lease by assessing whether the contract conveys to the Company the right to control the use of an identified asset in exchange for consideration over a period of time. Leases are accounted for by recognizing right-of-use assets and lease liabilities at the lease commencement date.
The Company measures and records an operating lease liability equal to the present value of the future lease payments. The present value is calculated using the Company’s incremental borrowing rate, unless the rate implicit in the lease is readily determinable.
The amount of the operating lease right-of-use asset consists of: (i) the amount of the initial measurement of the operating lease liability, (ii) any lease payments made at or before the commencement date, minus any lease incentives received, and (iii) any initial direct costs incurred. The present value calculation may account for an option to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. A portion of the Company’s lease contracts contain the option to extend or renew. The Company assesses these options for individual leases in determining the initial measurement of the operating lease liability.
The Company has elected not to apply the recognition requirements of ASC 842 to short-term leases (an initial term of 12 months or less at the commencement date). The Company recognizes lease expense in the statements of operations on a straight-line basis over the lease term.
F-13
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Debt Issuance Costs
Costs associated with revolving loans are capitalized and amortized over the life of the arrangement on a straight-line basis. Unamortized debt issuance costs for revolving loans are reflected as a component of Other noncurrent assets in the Consolidated Balance Sheets. Costs associated with term loans are capitalized and amortized over the life of the term loan using the effective interest method. Unamortized debt issuance costs for term loans are reflected as a reduction of Long-term debt, net in the Consolidated Balance Sheets. The amortization of all debt issuance costs is reflected as a component of Interest expense, net in the Consolidated and Combined Statements of Operations.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”), which requires the Company to recognize the identifiable tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the acquisition date, other than leases and contract assets and liabilities acquired in connection with business combinations. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.
Determining the fair values of assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions. The Company engages third-party appraisal firms when appropriate to assist in the fair value determination of assets acquired and liabilities assumed. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred.
Income Taxes
The Company is organized as a limited liability company and taxed as a partnership for federal income tax purposes. As a result, income or loss are taxable or deductible to the members rather than at the Company level. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. In certain instances, the Company may be subject to state taxes on income arising in or derived from the state tax jurisdictions in which it operates.
Uncertain income tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more likely than not threshold, the uncertain tax position is then measured to determine the amount of expense to record in the consolidated financial statements. The tax expense recorded would be equal to the largest amount of expense related to the outcome that is 50.0% or greater likely to occur. The Company classifies any potential accrued interest recognized on an underpayment of income taxes as interest expense and classifies any statutory penalties recognized on a tax position taken as operating expense. As of December 31, 2025 and 2024, the Company had no material uncertain tax positions that would require recognition or disclosure.
The Company did not incur any penalties or interest related to its state tax returns during the year ended December 31, 2025; the Successor period of May 22, 2024 through December 31, 2024, the Predecessor period of January 1, 2024 through July 29, 2024, or the Predecessor year ended December 31, 2023.
F-14
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Liabilities for environmental remediation or restoration claims resulting from allegations of improper operation of assets are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated.
Share-Based Compensation
The Company accounts for share-based compensation under the fair value method of accounting. Compensation cost is measured at the grant date for equity-classified awards and is recognized over the service period, which is generally the vesting period. The Company recognizes compensation cost on a straight-line basis over the requisite service period for each award. To calculate fair value, the Company uses an option pricing model based on the value of its common units on a fully diluted basis. As of December 31, 2025 and 2024, all awards outstanding were equity-classified. Share-based compensation cost for all types of awards is included in Selling, general and administrative expenses in the Consolidated Statement of Operations.
Note 3. Acquisitions
Thunder Acquisition
On October 17, 2025 (the “Closing Date”), Eagle Redi-Mix Concrete, LLC, a subsidiary of the Company (“Eagle”), entered into an equity and asset purchase and contribution agreement (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 together with Schwarz Ready Mix and Schwarz Leasing, the “Schwarz Entities”), the equity holders of Schwarz Ready Mix and Schwarz Leasing (collectively, the “Owners”), the equity holders of Schwarz Sand (collectively, the “Schwarz Sand Sellers”), certain other transaction beneficiaries, 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 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 Company Preferred Units issued to the sellers as rollover equity.
The primary operations of the Schwarz Entities consist of providing high quality concrete materials across central Oklahoma and includes 20 plants and 115 mixer trucks. The acquisition expands the Company’s footprint in central Oklahoma, enhances its production capacity, and is expected to provide operational and procurement synergies.
F-15
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The Thunder Acquisition was accounted for as a business combination. The Company, through its wholly owned subsidiary Eagle, is the accounting acquirer, as it obtained control of the Schwarz Entities. The assets acquired and liabilities assumed are recorded at their respective fair values as of the Closing Date. In connection with the Thunder Acquisition, the Company expensed approximately $5.1 million of transaction costs during the year ended December 31, 2025, which is recorded within “Acquisition-related costs” in the Consolidated Statement of Operations.
In connection with the Thunder Acquisition, the Company engaged a third-party valuation specialist to assist in determining the fair value of acquired intangible and tangible assets as of the acquisition date. The fair value of acquired “Customer Relationships” was estimated using the income approach, specifically the multi-period excess earnings method, which involves projecting net cash flows attributable to the asset and applying contributory asset charges. The fair value of the “Trade Name” was determined using the income approach, specifically the relief-from-royalty method. This method estimates the value of a trade name based on the principle of avoided costs — that is, estimating the benefit of not having to pay a licensing fee to use the name. The valuation reflects the projected royalty savings attributable to the continued use of the acquired trade name. The fair value of “Property, Plant and Equipment” was determined using a combination of the cost approach and market approach, depending on the nature of the underlying assets. The cost approach was applied to assets based on current replacement cost less depreciation, while the market approach was used for equipment types with observable market activity.
No goodwill was recognized in connection with the Thunder Acquisition, as the total consideration transferred approximated the fair value of the identifiable net assets acquired.
For the period from October 17, 2025 through December 31, 2025, the Company recognized approximately $13.6 million of revenue and $0.8 million of net loss attributable to the Schwarz Entities, which are included in the consolidated statement of operations for the year ended December 31, 2025.
Additionally, the Company recognized approximately $0.4 million of amortization expense related to acquired customer relationships, as discussed in Note 4 — Intangible Assets and Goodwill. This expense is included within “Selling, general and administrative expenses” in the Consolidated Statement of Operations for the year ended December 31, 2025.
The purchase price allocation is preliminary and may be adjusted during the measurement period in accordance with ASC 805. Preliminary amounts primarily relate to the valuation of certain property, plant and equipment and identifiable intangible assets.
F-16
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The consideration transferred and the fair value of the assets acquired and liabilities assumed by the Company were as follows (in thousands):
| Consideration (preliminary): | ||||
| Cash paid at Closing Date | $ | 74,300 | ||
| Fair value of deferred payment liability | 22,226 | |||
| Fair value of redeemable preferred units | 20,000 | |||
| Closing adjustments | (1,394 | ) | ||
| Total consideration | $ | 115,132 | ||
| Preliminary fair value of assets acquired: | ||||
| Cash and cash equivalents | $ | 864 | ||
| Accounts receivable | 9,653 | |||
| Prepaid expenses | 206 | |||
| Inventory | 3,594 | |||
| Property, plant and equipment | 82,810 | |||
| Customer relationships | 16,600 | |||
| Trade name | 8,000 | |||
| Other noncurrent assets | 490 | |||
| Amount attributable to assets acquired | $ | 122,217 | ||
| Preliminary fair value of liabilities assumed: | ||||
| Accounts payable | $ | 6,092 | ||
| Current portion of lease liabilities | 161 | |||
| Accrued liabilities | 503 | |||
| Long-term lease liability | 329 | |||
| Amount attributable to liabilities assumed | $ | 7,085 | ||
| Total identifiable net assets acquired | $ | 115,132 |
Unaudited Pro Forma and Supplemental Financial Information
The following unaudited pro forma consolidated results of operations give effect to the Thunder Acquisition as if it had occurred on January 1, 2024. The pro forma results reflect adjustments for amortization of acquired intangible assets and depreciation of property and equipment based on estimated fair values.
F-17
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The pro forma results exclude approximately $5.1 million of transaction costs incurred in connection with the Thunder Acquisition during 2025, as such costs were nonrecurring, and do not reflect any anticipated cost savings, operating synergies, or financing effects that may have resulted from the transaction.
Year ended December 31, 2025 | Year ended December 31, 2024 | |||||||
| Pro forma revenues | $ | 270,302 | $ | 277,926 | ||||
| Pro forma net income (loss) | $ | 12,492 | $ | 27,574 | ||||
The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had occurred on January 1, 2024, nor is it indicative of future operating results.
Fayetteville Acquisition
On May 19, 2025, Concrete Partners Holding, LLC, through its wholly owned subsidiary Eagle Redi-Mix Concrete, LLC, acquired certain operating assets of a ready-mix facility in the Fayetteville/Greenland, Arkansas area for $5.5 million, funded with cash on hand. The purchase included land, building/plant, and ready-mix equipment. No liabilities were assumed, and no legal entity was acquired. The acquired assets are being depreciated under the Company’s existing useful-life policies beginning on the acquisition date.
Concrete Acquisition
On the Closing Date, Concrete Holdings entered into a Membership Interest Purchase Agreement (the “MIPA”) to acquire 6,000 units of membership interests in Eagle and 10,000 units of membership interests in Ram from the original equity members in those entities (the “Sellers”). Concurrently, the Sellers and Concrete Holdings entered into a Rollover Subscription Agreement (the “Rollover Agreement”) for which certain Sellers received equity membership interest in Concrete Holdings in exchange for 4,000 units of membership interest in Eagle (“Rollover Transaction”). Following these transactions, Concrete Holdings owns 100.0% of the outstanding membership interests in Eagle and Ram through wholly owned subsidiaries.
The primary operations of Eagle and Ram consist of providing high quality concrete materials across the Oklahoma and Northwest Arkansas regions.
Total consideration paid to the Sellers was $253.0 million, after closing and post-closing adjustments, for the Concrete Acquisition. The consideration paid to the Sellers consisted of (i) $189.2 million of cash, (ii) $26.0 million of Senior Preferred Units (“Senior Preferred Units”), (iii) $26.6 million of Preferred (“Preferred Units”), and (iv) $11.2 million of Common Units (“Common Units”), each based on their estimated fair value. In addition, the Company assumed current liabilities of $10.3 million and lease liabilities of $0.9 million, all based upon estimated fair value at July 29, 2024.
F-18
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The Concrete Acquisition was accounted for as a business combination. The assets acquired and liabilities assumed are recorded at their respective fair values as of the Closing Date. In connection with the Concrete Acquisition, the Company expensed approximately $7.4 million of transaction costs in the Successor period, these costs were recorded within Acquisition-related costs in the Consolidated Statement of Operations.
In connection with the Concrete Acquisition, the Company engaged a third-party valuation specialist to assist in determining the fair value of acquired intangible and tangible assets as of the acquisition date. The fair value of acquired Customer Relationships was estimated using the income approach, specifically the multi-period excess earnings method, which involves projecting net cash flows attributable to the asset and applying contributory asset charges. The fair value of the Trade Name was determined using the income approach, specifically the relief-from-royalty method. This method estimates the value of a trade name based on the principle of avoided costs — that is, estimating the benefit of not having to pay a licensing fee to use the name. The valuation reflects the projected royalty savings attributable to the continued use of the acquired trade name. The fair value of Property, Plant and Equipment was determined using a combination of the cost approach and market approach, depending on the nature of the underlying assets. The cost approach was applied to assets based on current replacement cost less depreciation, while the market approach was used for equipment types with observable market activity.
Goodwill of approximately $79.5 million was recognized in connection with the Concrete Acquisition. The goodwill reflects the value of expected synergies from combining operations, the assembled workforce, and opportunities for expansion in the Oklahoma and Northwest Arkansas markets. None of the goodwill is expected to be deductible for tax purposes.
F-19
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The consideration transferred and the fair value of the assets acquired and liabilities assumed by the Company were as follows (in thousands):
| Consideration: | ||||
| Cash | $ | 189,215 | ||
| Common units | 11,218 | |||
| Preferred units | 26,582 | |||
| Senior preferred units | 26,000 | |||
| Total consideration | $ | 253,015 | ||
| Fair value of assets acquired: | ||||
| Cash and cash equivalents | $ | 4,305 | ||
| Accounts receivable — trade | 24,955 | |||
| Accounts receivable — other | 20 | |||
| Prepaid expenses | 1,152 | |||
| Inventory | 5,257 | |||
| Property, plant and equipment | 66,981 | |||
| Customer relationships | 64,300 | |||
| Trade name | 16,800 | |||
| Goodwill | 79,505 | |||
| Right-of-use assets | 873 | |||
| Amounts attributable to assets acquired | $ | 264,148 | ||
| Fair value of liabilities assumed: | ||||
| Accounts payable — trade | $ | 6,416 | ||
| Accrued liabilities | 3,844 | |||
| Lease liabilities | 873 | |||
| Amounts attributable to liabilities assumed | $ | 11,133 | ||
| Total identifiable net assets | $ | 253,015 |
F-20
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Unaudited Pro Forma and Supplemental Financial Information
The following unaudited pro forma consolidated results of operations give effect to the Concrete Acquisition as if it had occurred on January 1, 2023. The pro forma results reflect adjustments for amortization of acquired intangible assets and depreciation of property and equipment based on estimated fair values.
The pro forma results exclude approximately $7.4 million of transaction costs incurred in connection with the Concrete Acquisition during 2024, as such costs were nonrecurring, and do not reflect any anticipated cost savings, operating synergies, or financing effects that may have resulted from the transaction.
| Year
ended December 31, 2024 | Year
ended December 31, 2023 | |||||||
| Pro forma revenues | $ | 183,311 | $ | 144,279 | ||||
| Pro forma net income | $ | 24,423 | $ | 26,974 | ||||
The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had occurred on January 1, 2023, nor is it indicative of future operating results.
SMG Acquisition
On January 5, 2024 Eagle entered into an Asset Purchase Agreement (the “APA”) and Real Estate Purchase Agreement (“RE Agreement”) with Standard Materials Group, Inc. (“Standard Materials” or “SMG”) and CRH Americas Materials, Inc. (“CRH”). Collectively, the APA and the RE Agreement are referred to as “SMG Acquisition”.
Standard Materials owned and operated a ready-mix concrete business throughout several counties in the state of Oklahoma and Eagle acquired substantially all of its assets.
Total consideration for the SMG Acquisition was $13.9 million, after closing and post-closing adjustments. The consideration paid consisted entirely of cash. In addition, Eagle assumed lease liabilities of approximately $0.2 million, based upon estimated fair value on January 5, 2024.
The SMG Acquisition was accounted for as a business combination. The assets acquired and liabilities assumed are recorded at their respective fair values as of the closing date. Transaction costs of approximately $17,300 were expensed as incurred.
F-21
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The consideration transferred and the fair value of the assets acquired and liabilities assumed were as follows (in thousands):
| Consideration: | ||||
| Cash | $ | 13,872 | ||
| Total consideration | $ | 13,872 | ||
| Fair value of assets acquired: | ||||
| Inventory | $ | 475 | ||
| Property, plant and equipment | 13,070 | |||
| Goodwill | 327 | |||
| Right-of-use assets | 173 | |||
| Amounts attributable to assets acquired | $ | 14,045 | ||
| Fair value of liabilities assumed: | ||||
| Lease liabilities | $ | 173 | ||
| Amounts attributable to liabilities assumed | $ | 173 | ||
| Total identifiable net assets | $ | 13,872 |
F-22
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Note 4. Intangible Assets and Goodwill
The Company’s intangible assets primarily consist of customer relationships and trade names acquired in the Concrete Acquisition on July 29, 2024 and the Thunder Acquisition on October 17, 2025. Customer relationships are amortized on a straight-line basis over their estimated useful lives. Trade names are considered indefinite-lived intangible assets, are not subject to amortization, and are tested for impairment annually, or more frequently if facts or circumstances indicate a potential impairment.
The Company’s intangible assets consist of the following at the dates indicated (in thousands):
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Customer Relationships | ||||||||
| Gross carrying amount | $ | 80,900 | $ | 64,300 | ||||
| Accumulated amortization | (9,527 | ) | (2,664 | ) | ||||
| Net carrying amount | $ | 71,373 | $ | 61,636 | ||||
| Trade Names | ||||||||
| Gross carrying amount | $ | 24,800 | $ | 16,800 | ||||
Amortization expense of customer relationships for the year ended December 31, 2025 was $6.8 million and $2.7 million for the Successor period May 22, 2024 through December 31, 2024 and is included within Selling, general and administrative expenses in the Consolidated Statement of Operations. No amortization expense of customer relationships was recorded for the Predecessor periods from January 1, 2024 through July 29, 2024 or the year ended December 31, 2023. Customer relationships have a weighted-average remaining useful life of 8.4 years. Trade names are not subject to amortization.
F-23
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The following table summarizes expected amortization of customer relationships as of December 31, 2025 (in thousands):
| Year Ending December 31, | ||||
| 2026 | $ | 8,505 | ||
| 2027 | 8,505 | |||
| 2028 | 8,505 | |||
| 2029 | 8,505 | |||
| 2030 | 8,505 | |||
| Thereafter | 28,848 | |||
| Total | $ | 71,373 | ||
Goodwill
As of December 31, 2025, goodwill totaled $79.5 million, unchanged from December 31, 2024. Goodwill reflects the value of expected synergies from combining operations, the assembled workforce, and opportunities for expansion in the Oklahoma and Northwest Arkansas markets. Goodwill is not amortized but is tested for impairment annually, or more frequently if events or circumstances indicate that an interim impairment test is necessary.
Note 5. Inventories
Inventories consisted of the following at the dates indicated (in thousands):
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Raw materials | $ | 6,260 | $ | 2,863 | ||||
| Parts and supplies | 2,198 | 1,934 | ||||||
| Fuel | 265 | 210 | ||||||
| Inventory | $ | 8,723 | $ | 5,007 | ||||
F-24
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Note 6. Other Current Assets
Other current assets consisted of the following at the dates indicated (in thousands):
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deferred offering costs | $ | 2,733 | $ | — | ||||
| Prepaid insurance | 1,477 | 732 | ||||||
| Other prepaids and deposits | 406 | 296 | ||||||
| Other | 431 | 213 | ||||||
| Other current assets | $ | 5,047 | $ | 1,241 | ||||
Note 7. Property, Plant and Equipment
Property, plant and equipment consisted of the following at the dates indicated (in thousands):
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Buildings | $ | 6,865 | $ | 6,411 | ||||
| Land | 47,242 | 3,204 | ||||||
| Plant and equipment | 104,816 | 55,913 | ||||||
| Vehicles | 4,186 | 2,651 | ||||||
| Other property and equipment | 5,658 | 2,786 | ||||||
| Gross property, plant and equipment | 168,767 | 70,965 | ||||||
| Accumulated depreciation | (15,930 | ) | (4,072 | ) | ||||
| Property, plant and equipment, net | $ | 152,837 | $ | 66,893 | ||||
F-25
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Depreciation expense is included within Cost of goods sold and Selling, general and administrative expenses in the Consolidated and Combined Statements of Operations. The following table presents the functional allocation for each period presented (in thousands):
| Successor | Predecessor | ||||||||||||||||
| Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | Period from January 1, 2024 through July 29, 2024 | Year ended December 31, 2023 | ||||||||||||||
| Cost of goods sold | $ | 11,024 | $ | 3,694 | $ | 4,304 | $ | 5,405 | |||||||||
| Selling, general, and administrative expenses | 1,149 | 382 | 523 | 682 | |||||||||||||
| Total depreciation | $ | 12,173 | $ | 4,076 | $ | 4,827 | $ | 6,087 | |||||||||
Note 8. Debt
Long-term debt, net
The following table presents the outstanding debt and related expenses of the Company (in thousands):
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Term Loan | $ | 194,313 | $ | 126,750 | ||||
| Revolving Loan | 3,000 | 4,200 | ||||||
| Equipment Loan | 4,823 | — | ||||||
| Total debt, including current portion, net | 202,136 | 130,950 | ||||||
| Less: long-term debt, current portion | (13,654 | ) | (6,500 | ) | ||||
| Long-term debt | 188,482 | 124,450 | ||||||
| Less: debt issuance costs (1) | (1,857 | ) | (1,965 | ) | ||||
| Long-term debt, net | $ | 186,625 | $ | 122,485 | ||||
| (1) | Unamortized debt issuance costs related to the Revolving Loan $0.3 million and $0.2 million as of December 31, 2025 and December 31, 2024, respectively, are included in "Other noncurrent assets, net" on the Consolidated Balance Sheets. |
F-26
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Debt maturities as of December 31, 2025, excluding debt issuance costs, are as follows (in thousands):
| 2026 | 13,654 | |||
| 2027 | 18,837 | |||
| 2028 | 21,460 | |||
| 2029 | 147,089 | |||
| 2030 | 1,096 | |||
| Total | $ | 202,136 |
On July 29, 2024, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks, for which Bank of America, N.A. serves as administrative agent, to provide a term loan, a revolving loan and letters of credit. The syndicated structure allows the Company to access a broader base of lenders and provides additional liquidity and flexibility.
On October 17, 2025 the Company entered into the First Amendment and Commitment Increase to its Credit Agreement (“First Amendment”). The First Amendment, among other things, (i) increased the Company’s existing Revolving Loan by $10.0 million, (ii) increased the existing Term Loan by $75.0 million, (iii) permitted the Thunder Acquisition, and (iv) added Schwarz Sand as a Guarantor under the Credit Agreement.
Term Loan
The Company entered into a five-year $130.0 million term loan agreement (“Term Loan”) on July 29, 2024. Proceeds from the Term Loan were used to partially fund the Concrete Acquisitions. The Term Loan is secured by a first lien on substantially all personal property assets (“Collateral”) and the Lenders have the right in the future to request liens on any real property with an appraised value in excess of $2.0 million (“Material Real Property”). The Term Loan matures on July 29, 2029, at which time all advances are required to be paid in full. Interest accrues at the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 2.75% to 3.50%, which was 7.3% and 7.7% as of December 31, 2025 and 2024.
On October 17, 2025, the Company entered into the First Amendment to its Credit Agreement which increased the Term Loan by $75.0 million. The Company utilized the borrowings on the Term Loan to fund the cash portion of the Thunder Acquisition. As of December 31, 2025, the Company had $194.3 million outstanding on the Term Loan. See Note 3 for additional discussion of the Company’s acquisition activity.
Principal payments are due on the last day of each calendar quarter, as set forth below (in thousands):
| December 31, 2025 through June 30, 2026 | $ | 2,563 | ||
| September 30, 2026 through June 30, 2027 | $ | 3,844 | ||
| September 30, 2027 and thereafter | $ | 5,125 |
F-27
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Revolving Loan
The Company entered into a revolving loan agreement (“Revolving Loan”) on July 29, 2024, with a commitment and borrowing base of $15.0 million. The Revolving Loan is secured against a first lien on substantially all assets, including property, plant and equipment. On October 17, 2025, the Company entered into the First Amendment to its Credit Agreement which increased the Revolving Loan by $10.0 million for a total commitment and borrowing base of $25.0 million. Balances outstanding under the Revolving Loan bear interest at the SOFR plus an applicable margin ranging from 2.75% to 3.50%, which was 7.4% and 7.7% as of December 31, 2025 and 2024, respectively. Principal and any accrued interest is due at maturity on July 29, 2029. At December 31, 2025, the Company had $3.0 million of borrowings outstanding under the Revolving Loan. In addition, a letter of credit in the amount of $0.5 million was outstanding, reducing the available borrowing capacity to $21.5 million. The letter of credit supports insurance-related obligations but does not require the posting of cash collateral. Accordingly, no restricted cash balance was recorded on the Consolidated Balance Sheet.
Covenants
The Credit Agreement includes customary affirmative and negative covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, create liens, make certain investments, pay dividends, and enter into sale-leaseback transactions, subject to customary exceptions. In addition, the agreement contains financial covenants, including a Consolidated Senior Leverage Ratio that must not exceed a specified threshold and a Fixed Charge Coverage Ratio that must exceed a specified minimum threshold. Both financial covenants are tested as of the end of each fiscal quarter. The Company was in compliance with all applicable financial and non-financial covenants as of December 31, 2025 and 2024.
Equipment Notes
On December 30, 2025, we entered into an equipment financing facility (“Master Equipment Loan Agreement”) with Eagle Redi-Mix Concrete, LLC, Ram Transportation, LLC and Concrete Partners, LLC as co-borrowers which will provide for equipment to be financed pursuant to terms to be agreed upon and evidenced by promissory notes (“Equipment Notes”) to be entered into in the ordinary course of business on customary market terms. The Equipment Notes will be secured by the financed equipment.
Equipment Loan
The Company entered into a five-year $4.8 million equipment security note (“Equipment Loan”) on December 30, 2025. Proceeds from the Equipment Loan were used to purchase concrete mixer equipment. The Equipment Loan is a part of the Master Equipment Loan Agreement that permits multiple equipment notes. As of December 31, 2025, the Company had $4.8 million outstanding on the Equipment Loan. The Equipment Loan bears interest at 6.6226% per annum and matures on December 31, 2030.
F-28
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Predecessor Loans
On April 8, 2022, Eagle and Ram entered into loan agreements that established a revolving credit facility with a commitment and borrowing base of $2.0 million and five term loans totaling $31.8 million (“Predecessor Loans”). The Predecessor Loans were secured against a first lien on substantially all assets, including property, plant and equipment. The Predecessor Loans had varying maturity dates ranging from one year to ten years, at which time all advances were required to be paid in full. Interest accrued on the Prosperity Loans at a fixed rate of 3.7% and monthly payments of principal and interest were required until the maturity date of each loan. The Predecessor Loans were fully repaid upon consummation of the Concrete Acquisition on July 29, 2024.
Amortization of Debt Issuance Costs
At December 31, 2025 and 2024, the Company had total unamortized debt issuance costs of $2.1 million and $2.2 million, respectively, consisting of $1.9 million and $2.0 million associated with the Term Loan and $0.3 million and $0.2 million associated with the Revolving Loan. Amortization expense related to debt issuance costs was approximately $0.6 million for the year ended December 31, 2025 (Successor) and $0.3 million for the period from May 22, 2024 through December 31, 2024 (Successor). No amortization expense was recognized during the Predecessor periods from January 1, 2024 through July 29, 2024 or the year ended December 31, 2023, as the related debt facilities were entered into in connection with the Concrete Acquisition on July 29, 2024.
Future estimated amortization expense for the remaining unamortized debt issuance costs is as follows (in thousands):
| 2026 | 660 | |||
| 2027 | 572 | |||
| 2028 | 564 | |||
| 2029 | 330 | |||
| Total | $ | 2,126 |
Note 9. Redeemable Senior Preferred and Preferred Units (Mezzanine Equity)
Redeemable Senior Preferred Units
On the Closing Date, the Company issued membership interests in it to the original equity members Eagle and Ram in exchange for 4,000 units of membership interest in Eagle in the form of a capital contribution. As part of the Rollover Subscription Agreement, 26.0 million Senior Preferred Units were issued at their estimated fair value of $26.0 million.
The key terms of the Senior Preferred Units are outlined in the Company’s limited liability company agreement (the “Concrete LLCA”), as amended from time to time. The Senior Preferred Units rank senior to (i) the Preferred Units, and (ii) all common units, and rank junior only to the satisfaction of all indebtedness upon the liquidation, dissolution, or winding up of the Company. The Senior Preferred Units are entitled to voting rights, as provided in the Concrete LLCA.
F-29
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The Senior Preferred Units accrue distributions on a cumulative basis, at an annual rate equal to nine percent (9.0%) of the Unreturned Senior Preferred Contributions as defined in the Concrete LLCA, compounding quarterly. If the Unreturned Senior Preferred Contributions have not been reduced to zero before the sixth anniversary of the Effective Date, then the annual rate shall increase by one-half percent (0.5%) each calendar quarter, up to a maximum annual rate of fifteen percent (15.0%). After all Unreturned Senior Preferred Contributions and all accrued distributions have been paid with respect to a Senior Preferred Unit, such Senior Preferred Unit shall automatically be cancelled. Pursuant to the consummation of an Initial Public Offering (“IPO”) or other transaction in which the Company’s equity securities become publicly traded, including a SPAC merger, the Board of Directors may reclassify the Senior Preferred Units into equity securities of the public entity or other reclassified securities, provided each member has substantially similar economic interest, governance, priority, vesting and other rights and privileges as such member had prior to the IPO as stated in the Concrete LLCA.
The Company presented and accounted for the Senior Preferred Units as mezzanine equity at their issuance date fair value of $26.0 million. The Senior Preferred Units are classified in mezzanine equity because the decision to redeem the Senior Preferred Units is effectively within control of the Preferred Unitholders rather than the Company. The Preferred Unitholders control the Parent and the Board of Directors of the Company and are responsible for approving distributions that will ultimately cancel the Senior Preferred Units.
The Senior Preferred Units are classified as mezzanine equity in accordance with ASC 480-10-S99-3A, as redemption is effectively controlled by the holders through their control of the Company’s Board. As of December 31, 2025, the Senior Preferred Units were carried at a redemption value of $26.6 million, consistent with the redemption value as of December 31, 2024, after reflecting cumulative accretion of approximately $2.3 million and paid distributions of approximately $2.3 million.
Redeemable Preferred Units
On the Closing Date, as part of the Rollover Subscription Agreement, the Company issued 95.7 million Preferred and Common Units for a combined fair value of $95.7 million.
On October 17, 2025, as a part of the Thunder Acquisition, the Company issued 20.0 million Preferred Units issued to the sellers as rollover equity, with the fair value of the Preferred Units valued at $20.0 million.
F-30
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Below is a summary of the unit issuances and related fair values as of the Closing Date (in thousands):
| Number of Units Issued | Fair Value at Closing Date | |||||||||||||||||||
| Preferred | Common | Preferred | Common | Combined | ||||||||||||||||
| Issued for cash | 57,900 | 57,900 | $ | 40,718 | $ | 17,182 | $ | 57,900 | ||||||||||||
| Issued in Concrete Acquisition | 37,800 | 37,800 | 26,582 | 11,218 | 37,800 | |||||||||||||||
| Issued in Thunder Acquisition | 20,000 | — | 20,000 | — | 20,000 | |||||||||||||||
| Total | 115,700 | 95,700 | $ | 87,300 | $ | 28,400 | $ | 115,700 | ||||||||||||
The Preferred Units rank senior to all common units, but rank junior to the Senior Preferred Units and to the satisfaction of all indebtedness upon the liquidation, dissolution, or winding up of the Company. The Preferred Units are entitled to voting rights, as provided in the Concrete LLCA.
The Preferred Units accrue distributions on a cumulative basis, at an annual rate equal to ten percent (10.0%) of the Unreturned Preferred Contributions, compounding quarterly. Payment of distributions other than those pursuant to the Concrete LLCA are not mandatory and are subject to the approval of both the Parent and the Board of Directors. No distributions will be made on the Preferred Units until accrued distributions on the Senior Preferred Units and the Unreturned Senior Preferred Contributions have been paid in full. After all Unreturned Preferred Contributions and all accrued distributions have been paid with respect to a Preferred Unit, such Preferred Unit shall automatically be cancelled.
Pursuant to the consummation of an IPO, the Board of Directors may exchange the Preferred and Common Units provided each member has substantially similar economic interest, governance, priority, vesting and other rights and privileges as such members had prior to the IPO as stated in the Concrete LLCA.
The Company presented and accounted for the Preferred Units as mezzanine equity at their issuance date fair value of $87.3 million. The Preferred Units are classified in mezzanine equity because the Preferred Unitholders control the decision to redeem the Preferred Units rather than the Company. The Preferred Unitholders control the Parent and the Board of Directors of the Company and are responsible for approving distributions that will cancel the Senior Preferred Units and then the Preferred Units.
The Preferred Units are also classified as mezzanine equity. As of December 31, 2025, the Preferred Units were carried at a redemption value of $130.6 million, reflecting $20.0 million issuance of preferred units and cumulative accretion of $10.8 million during the year ended December 31, 2025, compared to a redemption value of $99.8 million as of December 31, 2024.
Note 10. Common Units
As of December 31, 2024, the Company has 95.7 million Common Units outstanding. The Common Units were issued on July 29, 2024, for cash and in conjunction with Concrete Acquisition, with an aggregate estimated fair value of $28.4 million at issuance.
F-31
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The Common Units rank junior to both the Senior Preferred Units and the Preferred Units with respect to distributions and liquidation preference. No distributions (including liquidating distributions) may be made to Common Unit holders until the Senior Preferred and Preferred Units have been fully redeemed. Thereafter, distributions may be made pro rata to Common Unit holders based on their percentage ownership, subject to the approval of the Board of Directors.
There were no changes to the number of Common Units outstanding, or to their rights and privileges, during the year ended December 31, 2025.
Note 11. Share-Based Compensation
On December 9, 2024, the Company established an equity participation program (the "Plan") to attract, retain, and incentivize employees. Under the Plan, the Company authorized the issuance of 16,888,235 nonvoting common units ("Incentive Units"). The Incentive Units vest over a five-year period, with 33% vesting on the third anniversary of the grant date, 33% vesting on the fourth anniversary, and the remaining 34% vesting on the fifth anniversary. The Incentive Units are classified as equity awards under ASC 718, Stock Compensation, and are measured at fair value on the grant date, with compensation expense recognized over the requisite service period.
During the year ended December 31, 2025, the Company granted 1,125,882 incentive units to employees under the Plan. The total number of nonvested Incentive Units outstanding increased to 17,451,176 as of December 31, 2025. The fair value of these grants was determined based on the Company’s most recent independent valuation as of December 31, 2024, as there were no material changes to the Company’s operations, capital structure, or exit strategy during the quarter. The Company applied a forfeiture rate of zero at the grant date, in line with its policy of recognizing forfeitures as they occur.
Share-based compensation expense recognized during the year ended December 31, 2025 and the period from May 22, 2024, through December 31, 2024 was approximately $0.5 million and $0.1 million, respectively, and is included in Selling, general, and administrative expenses within the Consolidated Statement of Operations. As of December 31, 2025 and 2024, the Company had approximately $2.2 million and $2.6 million, respectively, of unrecognized compensation cost related to the outstanding Incentive Units, which will be recognized over the remaining requisite service periods through 2029 on a straight-line basis. No share-based compensation expense was recognized in the Predecessor periods as the Predecessor did not have any share-based compensation.
F-32
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The following table summarizes Incentive Unit activity from May 22, 2024 (inception), through December 31, 2025:
| Number of Incentive Units (in thousands) | Weighted Average | |||||||
| Non-vested at May 22, 2024 | — | $ | — | |||||
| Granted | 16,325 | 0.16 | ||||||
| Forfeited | — | — | ||||||
| Vested | — | — | ||||||
| Non-vested at December 31, 2024 | 16,325 | 0.16 | ||||||
| Granted | 1,126 | 0.16 | ||||||
| Forfeited | — | — | ||||||
| Vested | — | — | ||||||
| Non-vested at December 31, 2025 | 17,451 | $ | 0.16 | |||||
The grant date fair value of the Incentive Units was determined using an option pricing model, based on the value of the Company’s common units on a fully diluted basis. Significant assumptions used in this option pricing model include total equity value, expected term, expected volatility, expected distribution yield, and the risk-free interest rate. The total equity value was implied by the Concrete Acquisition in July 2024. The expected volatility was derived from a blended rate based upon implied volatility calculated on actively traded options and upon the historical volatility of guideline public companies in an industry similar to the Company. The expected term was based upon management’s best estimate of the number of years until the redemption of the Senior Preferred Units and the Preferred Units. The risk-free interest rate was based on U.S. Treasury yield curve rates with maturities consistent with the measurement period. The assumptions used in the option pricing model for the Incentive Units granted in the period from May 22, 2024 through December 31, 2024, were as follows:
| Expected term (in years) | 1.3 | |||
| Expected volatility | 70.0 | % | ||
| Expected distribution yield | 0.0 | % | ||
| Risk-free interest rate | 4.1 | % |
F-33
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Note 12. Revenue
The Company generates revenue primarily through the production and delivery of ready-mix concrete. Revenue is recognized at a point in time when control of the product is transferred to the customer, which generally occurs upon delivery to the job site. Revenue from admixture and other ancillary services, which primarily represent additives to enhance the performance of concrete mixes (e.g., cooling services in hot weather), is also recognized at a point in time when the services are provided.
Management monitors revenue by type of construction activity, which reflects differences in demand cycles and pricing dynamics. All revenue is recognized at a point in time upon delivery.
The following table presents revenue by type of construction activity for the periods indicated (in thousands):
| Successor | Predecessor | ||||||||||||||||
| Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | Period from January 1, 2024 through July 29, 2024 | Year ended December 31, 2023 | ||||||||||||||
| Commercial | $ | 91,981 | $ | 40,137 | $ | 51,565 | $ | 69,812 | |||||||||
| Residential | 71,552 | 29,309 | 39,530 | 57,856 | |||||||||||||
| Infrastructure | 30,718 | 10,204 | 12,566 | 16,611 | |||||||||||||
| Other (1) | 620 | — | — | — | |||||||||||||
| Total Revenue | $ | 194,871 | $ | 79,650 | $ | 103,661 | $ | 144,279 | |||||||||
| (1) | Other revenue includes income from various non-core activities that support our concrete revenue streams. |
No customer accounted for more than 10% of total revenues during the successor period for the year ended December 31, 2025, the Successor period from May 22, 2024 through December 31, 2024, the Predecessor period from January 1, 2024 through July 29, 2024 or the year ended December 31, 2023.
F-34
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Note 13. Accrued Liabilities
Accrued liabilities consisted of the following at the dates indicated (in thousands):
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deferred acquisition payments (1) | $ | 22,532 | $ | — | ||||
| Accrued payroll and benefits | 661 | 1,384 | ||||||
| Accrued sales tax | 1,396 | 915 | ||||||
| Other accruals | 2,491 | 745 | ||||||
| Accrued liabilities | $ | 27,080 | $ | 3,044 | ||||
| (1) | Amounts represent the fair value of deferred acquisition payments at the acquisition date, adjusted for subsequent accretion. See Note 3 for additional information on the Company’s acquisitions. |
Note 14. Retirement Savings Plan
The Company has a Retirement Savings Plan (“RSP”), which is a defined contribution plan. The Company matches a portion of employees’ contributions in cash. Participation in the RSP is voluntary and all employees of the Company are eligible to participate. The Company matches employee contributions at $0.50 per dollar contributed, up to six percent of an employee’s pre-tax earnings, subject to the maximum Internal Revenue Service (“IRS”) limit.
For the year ended December 31, 2025, the Company contributed approximately $0.4 million to the RSP. During the Successor period May 22, 2024 through December 31, 2024, the Predecessor period January 1, 2024 through July 29, 2024, and the Predecessor year ended December 31, 2023, the Company made aggregate contributions to the RSP of approximately $0.1 million, $0.1 million, and $0.2 million, respectively. Contributions for all periods were recorded within Selling, general, and administrative expenses in the Consolidated and Combined Statements of Operations.
Note 15. Commitments and Contingencies
The Company is subject to legal proceedings and claims that arise in the normal course of business, including commercial disputes and regulatory compliance matters. While the outcome of such matters cannot be predicted with certainty, the Company does not believe that any such proceedings will have a material effect on its financial condition, results of operations, or cash flows.
The Company’s insurer is providing defense under its liability policy for a legal matter related to a 2021 vehicle accident involving one of its trucks. Based on advice of counsel, management believes an unfavorable outcome is reasonably possible but not probable, and that any potential loss, net of insurance, would not be material to the consolidated financial statements.
F-35
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The Company is party to a long-term supply agreement requiring the purchase of minimum annual quantities of cement, rock, and sand at market prices through December 31, 2028. The agreement includes a true-up clause for shortfalls, which may be fulfilled in future periods or settled in cash. The Company expects to meet its future obligations in the normal course of business. There were no material changes to the agreement or its terms during the year ended December 31, 2025. During the year ended December 31, 2025, the Company purchased approximately $26.4 million under the agreement. During the Successor period from inception (May 22, 2024) through December 31, 2024 and the Predecessor period from January 1, 2024 through July 29, 2024, the Company purchased approximately $11.5 million and $14.9 million, respectively.
As of December 31, 2025, the Company cannot reasonably estimate the aggregate future purchase commitment in dollar terms due to variable pricing and volume fluctuations. The Company expects to fulfill its purchase obligations in the normal course of operations.
For the year ended December 31, 2025, purchases from three vendors individually exceeded 10% of total cost of goods sold and also represented more than 10% of total accounts payable as of that date. During the Successor period from May 22, 2024 through December 31, 2024 and the Predecessor period from January 1, 2024 through July 29, 2024, the Company made purchases from three vendors that each individually represented more than 10% of total cost of goods sold in each period. As of each respective period-end date, these same vendors also individually accounted for more than 10% of total accounts payable. For the year ended December 31, 2023, purchases from two vendors individually exceeded 10% of total cost of goods sold and also represented more than 10% of total accounts payable as of that date. These vendors primarily supply cement, aggregates, and other raw materials used in the Company’s ready-mix operations. The loss of any of these key suppliers could adversely impact near-term operations; however, alternative sources of supply are available.
Note 16. Leases
The Company leases certain buildings and equipment under operating lease arrangements. Right-of-use (“ROU”) assets and related lease liabilities are recognized on the Balance Sheet at the lease commencement date based on the present value of future lease payments. The Company uses its incremental borrowing rate at the lease commencement date to calculate the present value of future lease payments, consistent with the requirements of ASC 842. The Company has also elected the short-term lease practical expedient for leases with terms of 12 months or less.
As of December 31, 2025 and 2024, the Company recognized operating lease ROU assets of approximately $2.1 million and $0.7 million, respectively, which are included in Other noncurrent assets on the Consolidated Balance Sheets. The corresponding lease liabilities are included in Current portion of lease liabilities and Long-term lease liability on the Consolidated Balance Sheet.
On March 1, 2025, the Company entered into a new operating lease agreement with a related party for corporate office space for Eagle and Ram, resulting in the recognition of approximately $1.5 million in right-of-use assets and corresponding lease liabilities. The lease has a stated term through 2035. See Note 18 for additional discussion of related party activity.
F-36
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
See Note 21 for additional discussion of the Company’s lease activity subsequent to December 31, 2025.
The following table presents the Company’s total lease cost (in thousands):
| Successor | Predecessor | |||||||||||||||||
| Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | Period from January 1, 2024 through July 29, 2024 | Year ended December 31, 2023 | |||||||||||||||
| Operating lease costs | $ | 371 | $ | 138 | $ | 128 | $ | 304 | ||||||||||
| Short-term lease costs | $ | 381 | $ | 78 | $ | 226 | $ | 103 | ||||||||||
Operating lease costs and short-term lease costs are primarily included in Selling, general and administrative expenses with an immaterial amount included in Cost of goods sold in the Consolidated and Combined Statements of Operations.
The following table presents the Company’s additional lease information (amounts in thousands):
| Successor | Predecessor | |||||||||||||||||
| Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | Period from January 1, 2024 through July 29, 2024 | Year ended December 31, 2023 | |||||||||||||||
| Cash outflows for operating lease liabilities | $ | 457 | $ | 181 | $ | 139 | $ | 315 | ||||||||||
| Weighted-average remaining lease term (years) | 6.68 | 2.35 | 2.83 | 3.54 | ||||||||||||||
| Weighted-average discount rate | 8.00 | % | 8.95 | % | 3.65 | % | 3.65 | % | ||||||||||
F-37
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The following table presents the Company’s maturity analysis as of December 31, 2025 for leases expiring in each of the next five years and thereafter (in thousands):
| 2026 | $ | 634 | ||
| 2027 | 479 | |||
| 2028 | 362 | |||
| 2029 | 209 | |||
| 2030 | 215 | |||
| Thereafter | 970 | |||
| Total lease payments | $ | 2,869 | ||
| Less: lease payments representing interest | (667 | ) | ||
| Present value of lease liabilities | $ | 2,202 |
Note 17. Segment Reporting
The Company generates revenue primarily through the production and delivery of ready-mix concrete for use in infrastructure, commercial, and residential construction projects in Oklahoma and Northwest Arkansas.
The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”). Management has determined that the Company operates as one reportable segment—Concrete Sales.
The CODM uses Net income as the primary measure of profitability. In evaluating results, the CODM also regularly reviews certain significant expense categories, including cost of sales, plant and delivery expenses, and fixed expenses (e.g., G&A, dispatch, depreciation). Cost of sales primarily reflects direct material costs. Plant and delivery expenses reflect labor, fuel, and maintenance associated with production and delivery activities. Fixed expenses include overhead and other indirect costs allocated to operations. Cost of sales is a subset of Cost of goods sold, while plant and delivery expenses and fixed expenses are internal categories that include amounts classified within both Cost of goods sold and Selling, general and administrative expenses in the Consolidated and Combined Statements of Operations. Segment assets are not regularly reviewed by the CODM. As the Company has one reportable segment, total segment assets are equivalent to consolidated/combined total assets as presented in the accompanying Consolidated Balance Sheets.
F-38
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The table below presents consolidated revenue, the significant expense categories reviewed by the CODM, and Net income (in thousands):
| Successor | Predecessor | |||||||||||||||||
| Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | Period from January 1, 2024 through July 29, 2024 | Year ended December 31, 2023 | |||||||||||||||
| Revenue | $ | 194,871 | $ | 79,650 | $ | 103,661 | $ | 144,279 | ||||||||||
| Less: | ||||||||||||||||||
| Cost of sales | (87,750 | ) | (36,755 | ) | (48,000 | ) | (68,780 | ) | ||||||||||
| Plant & delivery expenses | (40,270 | ) | (14,984 | ) | (19,578 | ) | (29,567 | ) | ||||||||||
| Fixed expenses | (44,564 | ) | (14,171 | ) | (15,619 | ) | (18,957 | ) | ||||||||||
| Corporate and unallocated (1) | (20,312 | ) | (12,661 | ) | — | — | ||||||||||||
| Net income | $ | 1,975 | $ | 1,079 | $ | 20,464 | $ | 26,975 | ||||||||||
| (1) | Corporate and unallocated reflects holding company and financing activity. For the year ended December 31, 2025, it included approximately $12.0 million of interest expense, $0.5 million of share-based compensation expense, approximately $6.7 million of transaction costs, and approximately $1.8 million related to professional service fees and other general corporate and financing-related expenses incurred during the period. For the period from inception (May 22, 2024) through December 31, 2024, it included approximately $5.2 million of interest expense and $7.4 million of transaction costs related to acquisition activities. |
F-39
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Note 18. Supplemental Cash Flow Information
The following table provides certain supplemental cash flow information for the periods indicated (in thousands):
| Successor | Predecessor | ||||||||||||||||
| Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | Period from January 1, 2024 through July 29, 2024 | Year ended December 31, 2023 | ||||||||||||||
| Supplemental Disclosure of Cash Flow Information: | |||||||||||||||||
| Interest paid | $ | 10,982 | $ | 4,906 | $ | 925 | $ | 985 | |||||||||
| Supplemental Disclosure of Non-Cash Investing Information: | |||||||||||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities (1) | 1,968 | $ | — | — | — | ||||||||||||
| Additions to property, plant and equipment included in accounts payable and accrued liabilities | — | $ | 97 | 342 | 12 | ||||||||||||
| Issuance of senior preferred units in business combination (2)(3) | — | $ | 26,000 | — | — | ||||||||||||
| Issuance of preferred and common units in business combination (2)(3) | 20,000 | $ | 37,800 | — | — | ||||||||||||
| (1) | See Note 16 for additional discussion of the Company’s leases. |
| (2) | See Note 3 for additional discussion of the Company’s acquisitions. |
| (3) | See Notes 3 and 9 for additional discussion of the Company’s preferred and common unit activity. |
F-40
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Note 19. Related Party Transactions
The Company leases its Northwest Arkansas office from an entity partially owned by one of its executive officers. The lease is classified as an operating lease and is considered to be at market terms. During the year ended December 31, 2025, the Company recognized approximately $102,000 in lease expense related to this arrangement. During the Successor period from May 22, 2024 through December 31, 2024, the Company recognized approximately $38,100 in lease expense related to this arrangement, and during the Predecessor period from January 1, 2024 through July 29, 2024, the Company recognized approximately $53,400 in lease expense related to this arrangement. The related lease liability as of December 31, 2025 and 2024, was approximately $154,000 and $238,400, respectively, which are included in Current portion of lease liabilities and Long-term lease liabilities on the Consolidated Balance Sheets. Additionally, the Company recognized revenue from transactions with the same related party totaling approximately $110,000 during the year ended December 31, 2025, $10,700 during the Successor 2024 period, $1,400 during the Predecessor 2024 period and $32,200 during the Predecessor 2023 period.
On March 1, 2025, the Company entered into a new lease agreement with this related party for expanded office space. In connection with the lease commencement, the Company recognized approximately $1.5 million in operating lease right-of-use assets and corresponding lease liabilities on the Consolidated Balance Sheet. As of December 31, 2025, the Company had $1.4 million in operating lease right-of-use assets and corresponding lease liabilities remaining and recorded approximately $178,000 of lease expense related to this arrangement.
During the year ended December 31, 2025, the Company provided concrete services to an entity that is partially owned by certain investors. The entity became a related party in connection with the Thunder Acquisition on October 17, 2025. The Company recognized approximately $721,000 of revenue from this customer during the period from October 17, 2025 through December 31, 2025.
In connection with the Concrete Acquisition, the Company entered into a single management and consulting agreement with an affiliate. Under the agreement, recurring compensation is payable quarterly and equal to one-fourth of 3.0% of trailing twelve-month EBITDA for 2024 and one-fourth of 5.0% thereafter, subject to an annual cap of $3.2 million for strategic, financial, and operational advisory services to support the Company’s board and management team on matters such as acquisitions, financing, contract negotiations, and growth initiatives. The Company also reimburses, at cost, any third-party diligence and advisory costs that are initially funded by the affiliate on the Company’s behalf. In addition, for each completed add-on acquisition, the Company pays a contingent diligence and integration fee equal to 2.0 % of the acquired enterprise value in consideration for the affiliate’s time and effort involved in transaction execution and post-closing integration activities.
F-41
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
During the Successor period from May 22, 2024 through December 31, 2024, the Company paid a $5.1 million contingent diligence and integration fee on July 29, 2024, in connection with the closing of the Concrete Acquisition. In addition, approximately $1.3 million was reimbursed for third-party diligence costs. Both the contingent diligence and integration fee and the reimbursed costs were recorded in Acquisition-related costs in the Consolidated Statement of Operations. For the same period, the Company incurred $880,800 in consultant compensation, recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations. As of December 31, 2024, $481,000 of this amount remained unpaid and was accrued within Accrued liabilities on the Consolidated Balance Sheet.
During the year ended December 31, 2025, the Company paid a $2.3 million contingent diligence and integration fee on October 17, 2025, in connection with the closing of the Thunder Acquisition. In addition, approximately $684,000 was paid during the year ended December 31, 2025 for the reimbursement of various due diligence fees. Both the contingent diligence and integration fee and the reimbursed costs were recorded in Acquisition-related costs in the Consolidated Statement of Operations. For the same period, the Company incurred approximately $2.8 million in consultant compensation, recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations.
F-42
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Note 20. Earnings Per Unit
Basic and diluted earnings per unit (“EPU”) is calculated for the Company’s Common Units. We determined that the presentation of EPU for the period prior to the Concrete Acquisition would not be meaningful due to the significant change in the Company’s capital structure post-acquisition. Therefore, EPU information has not been presented for periods prior to the Concrete Acquisition.
The Incentive Units are the only potentially dilutive security in our current capital structure. The Incentive Units were evaluated under the treasury stock method for potentially dilutive effects. The Incentive Units were determined to be anti-dilutive for the year ended December 31, 2025 and 2024 as the Company had a net loss available to common unitholders for these periods. Because the Incentive Units are the only potentially dilutive security, basic and diluted EPU will be identical.
The following table sets forth the computation of basic and diluted EPU attributable to the Company’s Common Units for the Successor periods for the year ended December 31, 2025 and for the Successor period from May 22, 2024 through December 31, 2024, each representing periods subsequent to the Concrete Acquisition:
| (in thousands, except for unit and per unit amounts) | Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | ||||||
| Numerator | ||||||||
| Net income | $ | 1,975 | $ | 1,079 | ||||
| Less: distributions to senior preferred unitholders | (2,340 | ) | (410 | ) | ||||
| Less: accretion of redeemable preferred units to Redemption value | (10,791 | ) | (33,532 | ) | ||||
| Basic and diluted net income (loss) attributable to Common Units | $ | (11,156 | ) | $ | (32,863 | ) | ||
| Denominator | ||||||||
| Basic and Diluted weighted average units outstanding | 95,700,000 | 66,517,937 | ||||||
| Basic and Diluted net income (loss) per Common Unit | $ | (0.12 | ) | $ | (0.49 | ) | ||
F-43
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Note 21. Subsequent Events
On October 9, 2025, the Company entered into a Business Combination Agreement with Haymaker Acquisition Corp. IV (“Haymaker IV”). The transaction closed on April 8, 2026, following approval by Haymaker IV shareholders, resulting in the Company becoming a publicly traded company with its shares listed on the Nasdaq Stock Market under the ticker “RMIX.”
The Business Combination generated approximately $226.0 million in gross proceeds from funds held in trust and a concurrent PIPE financing, after giving effect to redemptions and prepaid forward agreement payments but before warrant redemptions and transaction expenses.
The transaction will be accounted for as a reverse recapitalization, with the Company identified as the accounting acquirer and no goodwill or other intangible assets recorded.
In connection with the Business Combination, all outstanding Senior Preferred Units and Preferred Units converted into equity of the combined public company. No adjustments have been reflected in the accompanying financial statements related to this transaction.
Subsequent to December 31, 2025, the Company entered into a lease related to a new corporate office. Future undiscounted lease payments related to the corporate office, which continue through 2033, total $6.6 million.
On January 6, 2026, the Company entered into an Aircraft Term Loan Credit Agreement (the “Aircraft Term Loan”) providing for a $2.5 million term loan to finance the purchase of an aircraft. Borrowings under the Aircraft Term Loan bear interest at a floating base rate, determined as the highest of (i) the federal funds rate plus 0.50%, (ii) the lender’s prime rate, or (iii) Term SOFR plus 1.00%. The Aircraft Term Loan matures on December 31, 2030.
On March 31, 2026, the Company entered into the Second Amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment, among other things, (i) provides consent to the consummation of the De-SPAC transaction and related transactions, including the redemption and conversion of certain equity interests, (ii) permits equity issuances in connection with the transaction, including PIPE financing and other share issuances, (iii) amends and restates the Credit Agreement, and (iv) updates certain collateral and organizational provisions in connection with the transaction.
On April 7, 2026, the Company entered into a Limited Consent and Third Amendment (the “Third Amendment”) to its Credit Agreement with its lenders and administrative agent. The Third Amendment, among other things, (i) provided lender consent for the consummation of the Company’s business combination transaction, including a prepaid forward transaction entered into in connection therewith, (ii) modified certain financial covenant definitions and calculations, including the Consolidated Fixed Charge Coverage Ratio, and (iii) updated certain collateral and administrative provisions of the Credit Agreement.
The Company has evaluated subsequent events through April 14, 2026, the date these financial statements were issued, and has disclosed all material events that occurred subsequent to December 31, 2025.
F-44
Exhibit 99.3
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF SUNCRETE
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) is intended to assist in understanding and assessing the historical results of operations and financial condition of Concrete Partners Holding, LLC (the “Company,” “Suncrete” or the “Successor”) and its predecessor entities. This discussion should be read in conjunction with our consolidated financial statements and the notes thereto filed as an exhibit hereto.
On April 8, 2026, the Company consummated its previously announced business combination pursuant to that certain Business Combination Agreement (the “Business Combination Agreement”), dated October 9, 2025, by and among Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or “SPAC”), Suncrete, Inc., a Delaware corporation and direct wholly owned subsidiary of Haymaker (“PubCo” or “New Suncrete”), 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”). In connection with the closing of the Business Combination Agreement, on April 8, 2026, (i) Haymaker domesticated by way of continuation out of its jurisdiction of incorporation from the Cayman Islands into the State of Delaware (the “Domestication”), (b) Merger Sub I merged with and into Haymaker (the “Initial Merger”), with Haymaker surviving the Initial Merger as a wholly owned subsidiary of PubCo (Haymaker, in its capacity as the surviving corporation of the Initial Merger, is sometimes referred to herein as the “Surviving Corporation”), and (c) Merger Sub II merged 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 PubCo.
Unless the context otherwise requires, all references in this section to “Suncrete,” the “Company,” “we,” “us,” or “our” refer to the business of the Company prior to the consummation of the Business Combination, which became the business of PubCo upon the closing of the Business Combination.
This MD&A includes forward-looking statements. These statements involve risks and uncertainties. Our actual results may differ materially from those contemplated by these forward-looking statements as a result of various factors, including those set forth in the section titled “Risk Factors” in the Registration Statement on Form S-4, as originally filed by the Company and PubCo with the Securities and Exchange Commission on November 12, 2025, as amended and supplemented. Historical results are not necessarily indicative of future performance.
Overview
We are a ready-mix concrete logistics and distribution platform operating across Oklahoma and Arkansas with plans to expand throughout the high-growth U.S. Sunbelt region through strategic acquisitions and organic growth. We leverage operational scale, technological integration and quality control to serve a diverse base of infrastructure, commercial and residential customers.
The Company was formed on May 22, 2024 (the “Inception Date”). From inception through July 29, 2024, the Company had no substantive operating activities, other than incurring acquisition-related expenses in connection with the acquisition of Eagle Redi-Mix Concrete, LLC (“Eagle”) and Ram Transportation, LLC (“Ram”) (together, the “Predecessor”). On July 29, 2024 (the “Closing Date”), the Company completed the acquisition of Eagle and Ram (the “Concrete Acquisition”) and began reporting on a new accounting basis as the “Successor.”
Accordingly, the Company’s financial statements reflect two distinct reporting periods: a “Predecessor Period” prior to the Concrete Acquisition and a “Successor Period” subsequent to the Concrete Acquisition. The results of operations of the Successor and Predecessor are not comparable due to the application of acquisition accounting.
This MD&A includes discussion of the following reporting periods:
| · | Successor Period for the year ended December 31, 2025; |
| · | Successor Period from inception (May 22, 2024) through December 31, 2024; |
| · | Predecessor Period from January 1, 2024 through July 29, 2024; and |
| · | Predecessor Period for the year ended December 31, 2023. |
Recent Developments
Business Combination with Haymaker
On April 8, 2026, the Company consummated the Business Combination Agreement with Haymaker, New Suncrete, Merger Sub I and Merger Sub II. Pursuant to the Business Combination Agreement, the Business Combination was effected on the Closing Date in several steps: (a) the Domestication, (b) immediately following the Domestication, the Initial Merger, with SPAC surviving the Initial Merger as a wholly owned subsidiary of PubCo; and (c) immediately following the Initial Merger, the Acquisition Merger, with the Company surviving the Acquisition Merger as a wholly owned subsidiary of New Suncrete. Prior to the closing of the Initial Merger, PubCo issued an aggregate of 26,000 shares of its Series A Perpetual Convertible Preferred Stock, which is initially convertible into an aggregate of 26,000,000 shares of Class A common stock of PubCo, in exchange for all of the outstanding Senior Preferred Units of the Company.
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Haymaker acquired all of the outstanding equity interests of the Company in the Business Combination, the Company will be treated as the accounting acquirer for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of the Company 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 the Company.
Thunder Acquisition
On October 17, 2025, Eagle entered into an equity and asset purchase and contribution agreement (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 together with Schwarz Leasing and Schwarz Ready Mix, the “Schwarz Entities”), the equity holders of Schwarz Ready Mix and Schwarz Leasing (collectively, the “Owners”), the equity holders of Schwarz Sand (collectively, the “Schwarz Sand Sellers”), certain other transaction beneficiaries, 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 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 Company Preferred Units issued to the sellers as rollover equity.
The Loan Amendment
On October 17, 2025, in connection with the Thunder Acquisition, we amended the Credit Agreement (defined below) to increase the Initial Term Loan (defined below) by $75.0 million and the Revolving Loan (defined below) by $10.0 million. For additional information, see the section titled “Liquidity and Capital Resources – Debt Agreements.”
Equipment Loan
On December 30, 2025 the Company 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. For additional information, see the section titled “Liquidity and Capital Resources – Debt Agreements.”
Components of Our Results of Operations
Revenues
We generate revenue primarily from the production and delivery of ready-mix concrete. Revenue is recognized at a point in time when control of the product has transferred to the customer, typically upon delivery to the job site. Our concrete is sold under short-term purchase orders or master service agreements. Revenue is driven by the volume of cubic yards delivered, the average sales price per cubic yard and the type of concrete mix required for the job. Our pricing strategy also incorporates value-added services, including specialized admixtures, customized mix formulations and on-site quality control. Our sales are sensitive to fluctuations in construction activity across the public infrastructure, commercial and residential sectors. Seasonality and weather can also impact delivery schedules and job site activity, particularly during the winter months.
Cost of Goods Sold
Cost of goods sold consists of all materials and direct costs associated with the production and delivery of concrete. This includes cement, fly ash, aggregates, admixtures, plant labor, equipment maintenance, truck driver wages, fuel, permits and tags, and other plant-level expenses. Cost of goods sold also includes depreciation of production-related property. Costs may fluctuate based on raw material pricing, labor availability, and plant utilization rates.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (“SG&A”) include corporate and regional administrative costs such as salaries and benefits for administrative personnel, insurance, rent, professional services, and IT and compliance-related expenses. SG&A also includes amortization of customer relationship intangibles and depreciation of property and equipment not directly attributable to production, and other recurring overhead costs.
Gross Profit
Gross profit represents revenues less cost of goods sold. Gross profit is impacted by a combination of delivered volumes, realized pricing, mix of projects, and cost structure. Our gross margin can fluctuate based on weather conditions, seasonality, raw material costs, and our ability to effectively utilize plant and fleet capacity. Periods with higher delivered volumes generally allow for stronger fixed cost absorption, which enhances gross margin, while lower volumes can result in higher per-unit costs and margin compression.
Acquisition-related Costs
Acquisition-related costs primarily consist of costs incurred in connection with acquisitions, integration activities, and other strategic or capital markets initiatives. These costs are expensed as incurred and may fluctuate significantly between periods depending on the level and timing of acquisition and financing activity.
Other Income (Expense)
Other income (expense) primarily consists of interest expense and other non-operating items. Interest expense relates mainly to borrowings under the Term Loan and the Revolving Loan and includes the amortization of debt issuance costs. Interest expense is presented net of immaterial interest income, and no material amounts of interest were capitalized during the periods presented. Other non-operating expenses include miscellaneous non-operating items that are not directly related to the Company’s core operating activities.
Key Performance Indicators and Non-GAAP Financial Measures
In addition to the operating metrics discussed above, we regularly monitor certain key performance indicators, including net income (loss), as well as certain non-GAAP financial measures to evaluate our operating performance.
Adjusted EBITDA represents net income (loss) before interest expense, net, depreciation and amortization, and further adjusted to exclude certain non-cash or non-operating items that management does not consider indicative of the Company’s core operating performance. Such adjustments include share-based compensation expense, acquisition-related costs, acquisition bonuses, public company readiness costs and acquisition-related financing costs. Management believes excluding these costs provides investors with a clearer view of underlying operating performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
Management uses these measures as key performance indicators to evaluate the Company’s operating performance and assess trends, and believes they are also frequently used by securities analysts, investors, and other parties to evaluate companies in our industry. Management believes these non-GAAP measures enhance investors’ understanding of the Company’s operating performance and facilitate meaningful period-to-period comparisons. These measures have limitations as analytical tools and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. Our calculation of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly named measures reported by other companies. Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets.
The following tables present a reconciliation of net income to Adjusted EBITDA. (in thousands):
| Successor | Predecessor | ||||||||||||||||
| Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | Period from January 1, 2024 through July 29, 2024 | Year ended December 31, 2023 | ||||||||||||||
| Net income | $ | 1,975 | $ | 1,079 | $ | 20,464 | $ | 26,975 | |||||||||
| Plus: | |||||||||||||||||
| Interest expense, net | 12,032 | 5,173 | 924 | 878 | |||||||||||||
| Depreciation & amortization expense | 19,035 | 6,740 | 4,827 | 6,087 | |||||||||||||
| Share-based compensation expense | 547 | 32 | — | — | |||||||||||||
| Acquisition-related costs (1) | 6,696 | 7,422 | — | — | |||||||||||||
| Acquisition bonuses (2) | — | 1,000 | — | — | |||||||||||||
| Public company readiness (3) | 659 | 353 | — | — | |||||||||||||
| Financing-related costs (4) | 390 | — | — | — | |||||||||||||
| Adjusted EBITDA | $ | 41,334 | $ | 21,799 | $ | 26,215 | $ | 33,940 | |||||||||
| Revenues | $ | 194,871 | $ | 79,650 | $ | 103,661 | $ | 144,279 | |||||||||
| Net income margin | 1.0 | % | 1.4 | % | 19.7 | % | 18.7 | % | |||||||||
| Adjusted EBITDA margin | 21.2 | % | 27.4 | % | 25.3 | % | 23.5 | % | |||||||||
| (1) | Represents legal and advisory fees incurred in connection with acquisitions. | |
| (2) | Represents discretionary bonuses paid in connection with the Concrete Acquisition. | |
| (3) | Represents professional service costs incurred in connection with acquisition-related technical accounting and advisory support, as well as incremental costs to support the Company’s preparation for becoming a public company (e.g., resources to facilitate public company readiness). | |
| (4) | Represents costs associated with debt extinguishment and modification in connection with acquisitions. |
Results of Operations
Factors Affecting Comparability of Our Results of Operations to Our Historical Results of Operations
Our historical results of operations for the periods presented are not comparable, either to each other or to our results of operations in future periods. As discussed in the “Overview” section, Concrete Partners Holding, LLC was formed on May 22, 2024, and had no substantive operating activities prior to the Concrete Acquisition on July 29, 2024. As a result of the Concrete Acquisition and the application of acquisition accounting beginning on the date of the Closing of the Concrete Acquisition, our financial statements distinguish between Successor and Predecessor periods. Although these periods reflect different bases of accounting and are not directly comparable, management believes that a discussion of period-over-period changes in revenues and other key operating metrics provides meaningful information about the underlying performance of the business.
Fiscal Years Ended December 31, 2025, 2024 and 2023
The following table summarizes the Company’s operating results for the periods indicated (in thousands):
| Successor | Predecessor | ||||||||||||||||
| Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | Period from January 1, 2024 through July 29, 2024 | Year ended December 31, | ||||||||||||||
| Revenues | $ | 194,871 | $ | 79,650 | $ | 103,661 | $ | 144,279 | |||||||||
| Cost of goods sold | 127,925 | 49,419 | 65,065 | 93,093 | |||||||||||||
| Gross profit | 66,946 | 30,231 | 38,596 | 51,186 | |||||||||||||
| Operating expenses: | |||||||||||||||||
| Selling, general and administrative expenses | 45,553 | 16,346 | 16,883 | 22,665 | |||||||||||||
| Acquisition-related costs | 6,696 | 7,422 | — | — | |||||||||||||
| (Gain) loss on disposal of assets, net | 272 | (108 | ) | 40 | 197 | ||||||||||||
| Total operating expenses | 52,521 | 23,660 | 16,923 | 22,862 | |||||||||||||
| Operating income | 14,425 | 6,571 | 21,673 | 28,324 | |||||||||||||
| Other expense: | |||||||||||||||||
| Other expenses | (418 | ) | (319 | ) | (285 | ) | (471 | ) | |||||||||
| Interest expense, net | (12,032 | ) | (5,173 | ) | (924 | ) | (878 | ) | |||||||||
| Total other expense | (12,450 | ) | (5,492 | ) | (1,209 | ) | (1,349 | ) | |||||||||
| Net income | $ | 1,975 | $ | 1,079 | $ | 20,464 | $ | 26,975 | |||||||||
Revenue
Successor Year Ended December 31, 2025 (the “Successor 2025 Period”)
Revenue was $194.9 million for the year ended December 31, 2025. Results for the year were significantly impacted by unusually heavy and sustained rainfall across Oklahoma and Arkansas during the first half of the year, which limited construction activity and reduced the number of delivery days. These weather conditions were materially above historical averages and did not occur in the prior-year. Revenue benefited in the second half of the year with weather patterns that were in line with historical trends, as well as increased volumes from the Thunder Acquisition, which closed in the fourth quarter of 2025 and added approximately twenty concrete plants and one hundred fifteen mixer trucks, expanding us into a new regional market. In addition, realized pricing increased modestly following the Thunder Acquisition, as the acquired operations historically operated at a higher average unit price relative to legacy assets. Pricing was otherwise generally consistent with the Successor 2024 Period .
Successor Period (May 22, 2024 through December 31, 2024) (the “Successor 2024 Period”)
Revenue was $79.7 million for the Successor 2024 Period. Performance in the period reflected contributions from our acquisition of certain assets of SMG Ready Mix (“SMG”) in January 2024, which added eight plants to our network, expanding our delivery capacity and operational footprint. Realized pricing remained stable during the Successor Period, supported by contractual resets, surcharges, and favorable project mix in key delivery zones.
Predecessor Period (January 1, 2024 through July 29, 2024) (the “Predecessor 2024 Period”)
Revenue was $103.7 million for the Predecessor 2024 Period. Activity in this period reflected steady demand from customers and the initial contribution from the SMG assets acquisition completed in January 2024. Production from the SMG assets increased throughout the period as integration progressed, supporting overall delivery volumes and enhancing the Company’s operational footprint. Realized pricing reflected contractual price resets implemented during the period, though overall pricing levels remained relatively consistent without significant further increases during the period.
Predecessor Year Ended December 31, 2023 (the “Predecessor 2023 Period”)
Revenue was $144.3 million for the Predecessor 2023 Period. Results primarily reflect baseline construction activity in the markets in which we operate across infrastructure, commercial, and residential projects. The period also benefited from the first full year of operations following the acquisition of substantially all of the ready-mix production, transportation, and real-estate assets of Shelton Ready-Mix and Shelton Transportation, expanding the Company’s operational footprint through the addition of two plants. Pricing remained steady during the year, with modest increases driven by market-based resets, such as contractual pricing adjustments tied to changes in underlying raw material, labor, and delivery costs, implemented during the period.
Cost of Goods Sold
The following table presents our costs of goods sold and costs of goods sold as a percentage of revenue for the periods indicated (in thousands):
| Successor | Predecessor | ||||||||||||||||
| Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | Period from January 1, 2024 through July 29, 2024 | Year ended December 31, 2023 | ||||||||||||||
| Cost of goods sold | $ | 127,925 | $ | 49,419 | $ | 65,065 | $ | 93,093 | |||||||||
| As a percentage of revenue | 65.6 | % | 62.0 | % | 62.8 | % | 64.5 | % | |||||||||
Successor Year Ended December 31, 2025
Cost of goods sold was $127.9 million, or 65.6% of revenue, for the year ended December 31, 2025. Results reflect lower delivered volumes caused by unusually heavy and sustained rainfall during the first half of 2025, which significantly impacted construction activity and delivery days in key markets. Per-unit costs increased throughout the year due to the unfavorable absorption of fixed plant and delivery costs on lower volumes, as well as higher depreciation expense associated with the fair value step-up of property, plant and equipment recognized in connection with the Concrete Acquisition and the Thunder Acquisition.
Successor Period (May 22, 2024 through December 31, 2024)
Cost of goods sold represented 62.0% of revenue in the Successor 2024 Period. Results for the period reflected the continued integration of the SMG assets acquisition completed in January 2024, which added eight plants to our network, expanding our delivery capacity and operational footprint. The increased scale enabled us to spread fixed plant-level costs across a larger production base, improving cost absorption.
Predecessor Period (January 1, 2024 through July 29, 2024)
Cost of goods sold represented 62.8% of revenue in the Predecessor 2024 Period. Production from the SMG assets increased throughout the period as integration progressed, supporting overall delivery volumes. The increased scale enabled us to spread fixed plant-level costs across a larger production base, improving cost absorption.
Predecessor Year Ended December 31, 2023
Cost of goods sold represented 64.5% of revenue in the Predecessor 2023 Period. Results during this period primarily reflect baseline operations across the Company’s historical plant network. The period also benefited from the first full year of operations following the Shelton acquisition, which expanded our operational footprint through the addition of two plants.
While we experienced inflationary pressures on certain raw materials, labor, and fuel, these cost increases were generally passed through to customers through contractual price resets and surcharges and, therefore, did not have a material impact on gross margins for the periods presented.
Gross Profit
The following table presents our gross profit and gross profit as a percentage of revenue for the periods indicated (in thousands):
| Successor | Predecessor | ||||||||||||||||
| Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | Period from January 1, 2024 through July 29, 2024 | Year ended December 31, 2023 | ||||||||||||||
| Gross Profit | $ | 66,946 | $ | 30,231 | $ | 38,596 | $ | 51,186 | |||||||||
| As a percentage of revenue | 34.4 | % | 38.0 | % | 37.2 | % | 35.5 | % | |||||||||
Successor Year Ended December 31, 2025
Gross profit totaled $66.9 million, or 34.4% of revenue, for the year ended December 31, 2025. Results reflect the volume and cost trends discussed in the “Revenue” and “Cost of Goods Sold” sections above, including lower delivered volumes resulting from unusually heavy rainfall and increased per-unit costs from reduced fixed-cost absorption. Gross margins were further impacted by higher depreciation expense associated with the fair value step-up of property, plant and equipment in connection with the Concrete Acquisition and the Thunder Acquisition.
Successor Period (May 22, 2024 through December 31, 2024)
Gross profit represented 38.0% of revenue in the Successor 2024 Period. Results for the period benefited from the increased scale associated with the SMG assets acquisition in January 2024, which expanded our plant network and contributed to stronger fixed cost absorption. Stable realized pricing and favorable project mix further supported gross margin performance.
Predecessor Period (January 1, 2024 through July 29, 2024)
Gross profit represented 37.2% of revenue in the Predecessor 2024 Period. Activity during this period reflected the initial integration of the SMG assets and increased production volumes as the newly acquired plants ramped up. Gross margin performance remained stable, supported by steady pricing and volume growth.
Predecessor Year Ended December 31, 2023
Gross profit represented 35.5% of revenue for the Predecessor 2023 Period. Results during this period primarily reflect our baseline operations prior to the SMG assets acquisition, along with contributions from the first full year of operation following the Shelton acquisition.
Operating Expenses
Selling, General and Administrative Expenses
Successor Year Ended December 31, 2025
SG&A expenses totaled $45.6 million for the year ended December 31, 2025. Activity during the year primarily reflected amortization of customer relationship intangibles and depreciation associated with the fair value step-up of property, plant and equipment recorded in connection with the Concrete Acquisition and the Thunder Acquisition. In connection with the Thunder Acquisition, payroll expenses and maintenance and repair expenses increased during the year due to an increased headcount and the expanded size of our operations fleet. SG&A also includes affiliated consultant compensation, professional services costs, and other expenses incurred to support our transition to a public company environment.
Successor Period (May 22, 2024 through December 31, 2024)
SG&A expenses were $16.3 million in the Successor 2024 Period. Results for the period reflect increased depreciation and amortization expense associated with the fair value step-up of property and the recognition of customer relationship intangibles in connection with the Concrete Acquisition. SG&A expenses also included higher professional services costs as we continued to scale our operations.
Predecessor Period (January 1, 2024 through July 29, 2024)
SG&A expenses were $16.9 million in the Predecessor 2024 Period. Activity during the period primarily reflected personnel-related costs and overhead associated with integrating the SMG assets acquisition, as well as increased administrative support to manage the larger operating platform.
Predecessor Year Ended December 31, 2023
SG&A expenses were $22.7 million in the Predecessor 2023 Period. Results for the period primarily reflect baseline overhead and personnel costs prior to the SMG assets acquisition, as well as administrative support associated with the existing plant network and the Shelton acquisition.
Acquisition-related Costs
Successor Year Ended December 31, 2025
Acquisition-related costs totaled $6.7 million for the year ended December 31, 2025. These expenses primarily consisted of due diligence and professional service costs incurred in connection with the Thunder Acquisition, including legal, accounting, and advisory fees associated with transaction execution and integration planning, as well as professional fees incurred in connection with the Company’s ongoing de-SPAC and public-company readiness efforts.
Successor Period (May 22, 2024 through December 31, 2024)
Acquisition-related costs were $7.4 million in the Successor 2024 Period. The activity during this period primarily reflects acquisition costs incurred in connection with the Concrete Acquisition, including legal, financial advisory, accounting, and other professional service fees.
Predecessor Period (January 1, 2024 through July 29, 2024)
We did not have acquisition-related costs during the Predecessor 2024 Period.
Predecessor Year Ended December 31, 2023
We did not have acquisition-related costs during the Predecessor 2023 Period.
(Gain) Loss on Disposal of Assets
Successor Year Ended December 31, 2025
We recorded a loss of $0.3 million on asset disposals during the year ended December 31, 2025. Activity during this period primarily related to the disposition of miscellaneous ancillary assets.
Successor Period (May 22, 2024 through December 31, 2024)
Gain on disposal of assets was $0.1 million in the Successor 2024 Period. Activity during the period primarily related to the sale of various ancillary assets, including older equipment and vehicles no longer in active use.
Predecessor Period (January 1, 2024 through July 29, 2024)
Loss on disposal of assets was $40,000 in the Predecessor 2024 Period. Activity during the period was minimal and reflected routine asset disposals.
Predecessor Year Ended December 31, 2023
Loss on disposal of assets was $0.2 million in the Predecessor 2023 Period. Activity during the period related to the timing and mix of asset sales, primarily involving older fleet and support equipment.
Gains and losses on asset disposals are not indicative of ongoing operations and may fluctuate from period to period depending on the volume and value of disposals.
Other Income (Expense)
Other Expenses
Successor Year Ended December 31, 2025
Other expenses was $0.4 million in the year ended December 31, 2025. Activity during the year was consistent with typical non-operating charges incurred in the ordinary course.
Successor Period (May 22, 2024 through December 31, 2024)
Other expenses was $0.3 million in the Successor 2024 Period. Activity during the period was consistent with typical non-operating charges incurred in the ordinary course.
Predecessor Period (January 1, 2024 through July 29, 2024)
Other expenses was $0.3 million in the Predecessor 2024 Period. Activity during the period was consistent with typical non-operating charges incurred in the ordinary course.
Predecessor Year Ended December 31, 2023
Other expenses was $0.5 million in the Predecessor 2023 Period. Activity during the period was consistent with typical non-operating charges incurred in the ordinary course.
Interest Expense, Net
Successor Year Ended December 31, 2025
Interest expense, net, was $12.0 million in the year ended December 31, 2025. This amount primarily reflects interest incurred on the Term Loan and Revolving Loan entered into in connection with the Concrete Acquisition and Thunder Acquisition, which resulted in higher average borrowings during the period. Interest income was immaterial, and no material amounts of interest were capitalized.
Successor Period (May 22, 2024 through December 31, 2024)
Interest expense, net, was $5.2 million in the Successor 2024 Period. The increase in expense during the period reflects interest incurred on the Initial Term Loan (defined below) and Revolving Loan entered into in connection with the Concrete Acquisition. At December 31, 2024, the Initial Term Loan had a principal balance of $126.8 million and an applicable interest rate of 7.7%, and the Revolving Loan had a principal balance of $4.2 million and an applicable interest rate of 7.7%.
Predecessor Period (January 1, 2024 through July 29, 2024)
Interest expense, net, was $0.9 million in the Predecessor 2024 Period. Activity during the period primarily reflected interest incurred under existing debt arrangements prior to the Concrete Acquisition.
Predecessor Year Ended December 31, 2023
Interest expense, net, was $0.9 million in the Predecessor 2023 Period. Results for the period were consistent with the Company’s historical borrowing levels prior to the establishment of the new Term Loan and Revolving Loan Credit Facility.
Net Income
Net income was $2.0 million during the year ended December 31, 2025, $1.1 million during the Successor 2024 Period, $20.5 million during the Predecessor 2024 Period and $27.0 million during the Predecessor 2023 Period. The change in net income between periods was primarily driven by the factors discussed above.
Adjusted EBITDA
Successor Year Ended December 31, 2025
Adjusted EBITDA was $41.3 million, representing an Adjusted EBITDA margin of 21.2%, for the year ended December 31, 2025. Results for the period were significantly impacted by unusually heavy and sustained rainfall across Oklahoma and Arkansas during the first half of the year, which reduced delivery volumes and delayed customer projects. With lower volumes, we were unable to benefit from fixed-cost leverage to the same extent as in the Successor 2024 Period, resulting in reduced gross margin contribution.
Successor Period (May 22, 2024 through December 31, 2024)
Adjusted EBITDA was $21.8 million, and Adjusted EBITDA margin was 27.4%, for the Successor 2024 Period. Results for the period benefited from increased scale associated with the SMG assets acquisition in January 2024, which added eight plants to our network, expanding our delivery capacity and operational footprint. This scale expansion supported improved fixed cost leverage and margin performance.
Predecessor Period (January 1, 2024 through July 29, 2024)
Adjusted EBITDA was $26.2 million, and Adjusted EBITDA margin was 25.3%, for the Predecessor 2024 Period. Activity during this period reflected stable demand conditions and the initial integration of the SMG assets, which increased production capacity and supported stronger fixed cost absorption. Integration efforts throughout the period enhanced operational efficiency and contributed to overall margin performance.
Predecessor Year Ended December 31, 2023
Adjusted EBITDA was $33.9 million, and Adjusted EBITDA margin was 23.5%, for the Predecessor 2023 Period. Results reflect baseline operations prior to the SMG assets acquisition, with steady volume performance supported by strong market fundamentals in Oklahoma and Arkansas. The period also benefited from the first full year of operations following the Shelton acquisition, which expanded the Company’s operational footprint through the addition of two plants.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our primary needs for cash are for potential acquisitions and payment of contractual obligations, including debt and working capital obligations. Our primary sources of liquidity have historically been cash flows generated from operating activities and borrowings under our Revolving Loan. As of December 31, 2025 and 2024, we had a net working capital surplus of $0.1 million and $19.4 million, respectively. The decrease in working capital at December 31, 2025 was primarily driven by the classification of the $22.7 million deferred payment related to the Thunder Acquisition as a current liability, which is expected to be funded through a combination of operating cash flows and availability under the Revolving Loan. Our collection of receivables has historically been timely, and losses associated with uncollectible receivables have historically not been significant. Our cash balances totaled $6.3 million and $8.4 million as of December 31, 2025 and 2024, respectively.
We budget annually for both maintenance and growth capital expenditures. Maintenance capital expenditures are fairly predictable and represent routine reinvestments required to sustain our current operations, including mixer and haul truck replacements, plant repairs and other recurring equipment and fleet needs typical of the ready-mix industry. By contrast, growth capital expenditures are discretionary and can fluctuate depending on the timing and scale of opportunities to expand within our existing footprint, such as new plant construction, capacity additions or targeted fleet expansion. Acquisition capital expenditures, such as the purchase of new plants or other strategic assets, are not part of our recurring capital program and require approval from our board of directors.
The ultimate amount of our future capital expenditures will depend upon a variety of factors, including raw material and equipment pricing, construction activity levels in our markets and the availability of attractive opportunities to support growth.
As of December 31, 2025, we had cash and cash equivalents of $6.3 million and available capacity under the Revolving Loan of $21.5 million, net of a $0.5 million letter of credit. Net cash provided by operating activities was approximately $21.5 million for the year ended December 31, 2025. We believe that our operating cash flows and the aforementioned liquidity sources provide us with sufficient liquidity to fund our operations and planned maintenance capital expenditures. However, the timing and amount of future growth or acquisition capital expenditures remain subject to market conditions, board approval and other variables outside of our control.
Cash requirements for known contractual and other obligations
The following table presents significant cash requirements for known contractual and other obligations as of December 31, 2025 (in thousands):
| Short-term | Long-term | Total | ||||||||||
| Term Loan (1) | $ | 13,251 | $ | 182,452 | $ | 195,703 | ||||||
| Deferred payment (2) | 22,700 | — | 22,700 | |||||||||
| Equipment Loan (1) | 1,136 | 4,543 | 5,679 | |||||||||
| Revolving Loan (3) | — | 3,000 | 3,000 | |||||||||
| Operating lease commitments (4) | 634 | 2,235 | 2,869 | |||||||||
| Total | $ | 37,721 | $ | 192,230 | $ | 229,951 | ||||||
| (1) | Amounts presented include both principal and interest obligations. | |
| (2) | Amounts presented represent deferred payment as part of the Thunder Acquisition | |
| (3) | Amounts presented do not include interest expense as it is a floating rate and we cannot determine with accuracy the future interest rates we will be charged. As of December 31, 2025, the outstanding balance under our Revolving Loan was subject to an interest rate of 7.4%. | |
| (4) | Amounts presented include both minimum lease payments and imputed interest. |
Cash Flows
Fiscal Year Ended December 31, 2025, 2024 and 2023
The following table summarizes our cash flows for the periods indicated (in thousands):
| Successor | Predecessor | ||||||||||||||||
| Year ended December 31, 2025 | Period from Inception (May 22, 2024) through December 31, 2024 | Period from January 1, 2024 through July 29, 2024 | Year ended December 31, 2023 | ||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | 21,470 | $ | 10,798 | $ | 17,650 | $ | 32,226 | |||||||||
| Investing activities | (89,014 | ) | (192,669 | ) | (14,743 | ) | (7,581 | ) | |||||||||
| Financing activities | 65,467 | 185,976 | (5,693 | ) | (22,815 | ) | |||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | (2,077 | ) | $ | 4,105 | $ | (2,786 | ) | $ | 1,830 | |||||||
Cash Flows Provided by Operating Activities
Net cash provided by operating activities was $21.5 million, $10.8 million, $17.7 million and $32.2 million for the year ended December 31, 2025, Successor 2024 Period, Predecessor 2024 Period and Predecessor 2023 Period, respectively.
Operating cash flows for the year ended December 31, 2025 reflect the impact of historically high rainfall during the first half of 2025, which significantly reduced production days, delivered volumes, and gross profit. Operating cash flows were further impacted by interest payments of approximately $12.0 million related to the term debt incurred in connection with the Concrete Acquisition and the Thunder Acquisition and affiliated consultant compensation of approximately $2.8 million. Operating cash flows were also adversely affected by higher SG&A expenses, primarily driven by increased payroll and maintenance costs associated with expanded operations, as well as incremental costs related to preparing to operate as a public company.
Operating cash flows in the Successor 2024 Period reflect five months of activity following the Concrete Acquisition, including interest payments of approximately $4.9 million related to the new term debt incurred to finance Concrete Acquisition and affiliated consultant compensation of approximately $0.4 million.
Operating cash flows in the Predecessor 2024 Period reflect seven months of operating activity prior to the Concrete Acquisition, while the Predecessor 2023 Period reflects a full year of operations under the legacy ownership structure.
Cash Flows Used in Investing Activities
Net cash used in investing activities was $89.0 million, $192.7 million, $14.7 million and $7.6 million for the year ended December 31, 2025, Successor 2024 Period, Predecessor 2024 Period and Predecessor 2023 Period, respectively.
For the year ended December 31, 2025, cash used in investing activities primarily consisted of $73.4 million related to the Thunder Acquisition that added approximately twenty ready-mix plants in Oklahoma and $15.9 million of property, plant and equipment additions primarily associated with maintenance and organic growth capital expenditures. These outflows were partially offset by approximately $0.3 million of proceeds from asset sales.
For the Successor 2024 Period, cash used in investing activities primarily consisted of $189.2 million related to the Concrete Acquisition and $3.6 million of property, plant, and equipment additions primarily associated with maintenance capital expenditures. These outflows were partially offset by approximately $0.2 million of proceeds from asset sales.
For the Predecessor 2024 Period, cash used in investing activities primarily consisted of $13.9 million related to the SMG assets acquisition and $1.0 million of property, plant, and equipment additions primarily associated with maintenance capital expenditures. These outflows were partially offset by $0.2 million of proceeds from an asset disposition.
For the Predecessor 2023 Period, cash used in investing activities primarily consisted of $9.2 million of capital expenditures for maintenance and organic growth projects. These outflows were partially offset by approximately $1.6 million in proceeds from the sale of assets.
Cash Flows Provided (Used in) Financing Activities
Net cash provided (used in) by financing activities was $65.5 million, $186.0 million, $(5.7) million and $(22.8) million for the year ended December 31, 2025, Successor 2024 Period, Predecessor 2024 Period and Predecessor 2023 Period, respectively.
For the year ended December 31, 2025, net cash provided by financing activities primarily consisted of debt borrowings of $86.8 million, offset by $15.6 million of debt repayments, $2.7 million of deferred financing costs, $2.3 million of distributions to members and $0.6 million of debt issuance costs.
Net cash provided by financing activities during the Successor 2024 Period was primarily driven by net debt borrowings of $131.0 million and proceeds from the issuance of preferred and common units of $57.9 million. These inflows were partially offset by $2.5 million of debt issuance costs and $0.4 million of distributions to members.
Net cash used in financing activities during the Predecessor 2024 Period was primarily due to distributions to members of $14.3 million offset partially by net borrowings of debt of $8.6 million.
Net cash used in financing activities during the Predecessor 2023 Period was primarily due to distributions to members of $18.2 million and repayments of debt of $4.6 million.
Debt Agreements
Term Loan
We entered into a credit agreement with Bank of America, N.A., as administrative agent and certain lenders party thereto (the “Lenders”) on July 29, 2024 (the “Credit Agreement”) providing for a five-year $130.0 million term loan agreement (“Initial Term Loan”) and amended the Credit Agreement on October 17, 2025 (“Loan Amendment”) to increase the Initial Term Loan by $75.0 million (as amended, the “Term Loan”). Proceeds from the Initial Term Loan were used to partially fund the Concrete Acquisition. The Term Loan is secured by a first lien on substantially all personal property assets (“Collateral”), and the Lenders have the right in the future to request liens on any real property with an appraised value in excess of $2.0 million (“Material Real Property”). The Term Loan matures on July 29, 2029, at which time all advances are required to be paid in full. Interest accrues at the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 2.75% to 3.50%, resulting in an effective interest rate of approximately 7.3% and 7.7% as of December 31, 2025 and December 31, 2024, respectively.
Principal payments are due on the last day of each calendar quarter, as set forth below (in thousands):
| December 31, 2025 through September 30, 2026 | $ | 2,563 | ||
| September 30, 2026 through September 30, 2027 | $ | 3,844 | ||
| September 30, 2027 and thereafter | $ | 5,125 |
Revolving Loan
The Credit Agreement also provided for a revolving loan (“Revolving Loan”) with a commitment and borrowing base of $15.0 million. The Loan Amendment increased the commitment for the Revolving Loan by $10.0 million for a total commitment and borrowing base of $25.0 million. The Revolving Loan is secured by the Collateral, and the Lenders have the right in the future to request liens on Material Real Property. Balances outstanding under the Revolving Loan bear interest at the SOFR plus an applicable margin ranging from 2.75% to 3.50%, which was 7.4% and 7.7% as of December 31, 2025 and 2024, respectively. Principal and any accrued interest is due at maturity on July 29, 2029. At December 31, 2025, the Company had $3.0 million of borrowings outstanding under the Revolving Loan. In addition, a letter of credit in the amount of $0.5 million was outstanding, leaving $21.5 million available under the Revolving Loan.
Covenants
The Credit Agreement includes customary affirmative and negative covenants that restrict our ability to, among other things, incur additional indebtedness, create liens, make certain investments, pay dividends and enter into sale-leaseback transactions, subject to customary exceptions. In addition, the agreement contains financial covenants, including a Consolidated Senior Leverage Ratio that must not exceed a specified threshold and a Fixed Charge Coverage Ratio that must exceed a specified minimum threshold. Both financial covenants are tested on a quarterly basis only if availability under the Revolving Loan falls below a defined minimum level. We were in compliance with all applicable financial and non-financial covenants as of December 31, 2025.
Equipment Notes
On December 30, 2025, we entered into an equipment financing facility (“Master Equipment Loan Agreement”) with Eagle Redi-Mix Concrete, LLC, Ram Transportation, LLC and Concrete Partners, LLC as co-borrowers which will provide for equipment to be financed pursuant to terms to be agreed upon and evidenced by promissory notes (“Equipment Notes”) to be entered into in the ordinary course of business on customary market terms. The Equipment Notes will be secured by the financed equipment.
As part of the Master Equipment Loan Agreement, we entered into a five-year $4.8 million equipment security note on December 30, 2025. Proceeds from the Equipment Loan were used to purchase concrete mixer equipment. As of December 31, 2025, the Company had $4.8 million outstanding on the Equipment Loan. The Equipment Loan bears interest at 6.6% per annum and matures on December 31, 2030.
Future Financings
We also anticipate entering into customary interest rate hedging arrangements from time to time as appropriate with one or more of the Lenders under our Credit Agreement to address risks of interest rate fluctuations. Our obligations under such arrangements will be secured by the Collateral.
Predecessor Loans
On April 8, 2022, we entered into loan agreements that established a revolving credit facility with a commitment and borrowing base of $2.0 million and five term loans totaling $31.8 million (“Eagle Predecessor Loans”). The Eagle Predecessor Loans were secured against a first lien on substantially all assets of Eagle and Ram. The Eagle Predecessor Loans had varying maturity dates ranging from one year to ten years, at which time all advances were required to be paid in full. Interest accrued on the Eagle Predecessor Loans at a fixed rate of 3.7% and monthly payments of principal and interest were required until the maturity date of each loan. The Eagle Predecessor Loans were fully repaid upon consummation of the Concrete Acquisition on July 29, 2024.
On April 13, 2018, Schwarz Ready Mix, Schwarz Leasing and Schwarz Sand entered into a secured $4.5 million purchase money promissory note, bearing interest at a fixed rate of 4.75% per annum and providing for monthly instalments of principal payments. The note was repaid in full on March 5, 2025, prior to the consummation of the Thunder Acquisition, and was not assumed by the Company.
On May 30, 2018, Schwarz Ready Mix and Schwarz Sand entered into a secured Revolving Line of Credit evidenced by a promissory note (“Revolver Note”) for $3.0 million, which Revolver Note and Revolving Line of Credit were amended from time to time to provide for a final maturity date of June 30, 2026. Amounts outstanding under the Revolver Note accrued interest at a variable rate of interest per annum equal to the prime rate as published from day to day in the Wall Street Journal, but never less than 4.75% per annum. Amounts outstanding under the Revolver Note were secured by security interests in all assets of Schwarz Ready Mix and Schwarz Sand, including mortgages on certain Texas real property. The Revolver Note provided for repayments of principal through sweep account provisions requiring certain cash collections to be applied to repay the outstanding loan amounts. All outstanding amounts under the Revolver Line of Credit and Revolver Note were fully repaid prior to the consummation of the Thunder Acquisition on October 17, 2025.
On July 24, 2020, Schwarz Ready Mix and Schwarz Sand entered into a secured $2.9 million promissory note, bearing interest at a fixed rate of 3.75% per annum and providing for monthly instalments of principal payments. The note was repaid in full prior to the consummation of the Thunder Acquisition and was not assumed by the Company.
On March 22, 2022, Schwarz Ready Mix, Schwarz Leasing and Schwarz Sand entered into a secured $2.5 million purchase money promissory note, bearing interest at a fixed rate of 3.5% per annum and providing for monthly instalments of principal payments. The note was repaid in full prior to the consummation of the Thunder Acquisition and was not assumed by the Company.
On March 12, 2024, Schwarz Ready Mix, Schwarz Leasing and Schwarz Sand entered into a secured $3.0 million revolving credit promissory note, bearing interest at a fixed rate of 8.0% per annum and providing for monthly instalments of principal payments. The note was repaid in full prior to the consummation of the Thunder Acquisition and was not assumed by the Company.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from these estimates, and changes in these estimates are recorded when known. The accounting estimates and assumptions we consider to be the most significant to the financial statements are discussed below.
Impairment of Goodwill
Goodwill represents the excess of the purchase price over the fair value of net assets acquired and liabilities assumed in business combinations.
For purposes of the goodwill impairment assessment, assets are grouped into “reporting units.” A reporting unit is either an operating segment or a component of an operating segment, depending on how similar the components of the operating segment are to each other in terms of operational and economic characteristics.
As of December 31, 2025, we had one reporting unit for goodwill impairment testing purposes, which aligns with our single operating segment. We perform a qualitative assessment of relevant events and circumstances to evaluate the likelihood of goodwill impairment. If it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative analysis to determine the fair value of the reporting unit. If the fair value is less than the carrying amount, an impairment loss is recognized in an amount equal to the excess of the carrying value of goodwill over its implied fair value, limited to the total goodwill allocated to the reporting unit.
We performed a qualitative assessment as of December 31, 2025, 2024 and 2023, to determine whether it was more likely than not that the fair value of the reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of our reporting unit was more likely than not greater than the carrying value of the reporting units. As a result, no impairment of goodwill was recorded during any of the periods in the accompanying consolidated and combined financial statements.
Redeemable Preferred Units (Mezzanine Equity)
We have Senior Preferred and Preferred Units that are classified as mezzanine equity because certain redemption features are not solely within the Company’s control. These instruments are initially recorded at fair value and subsequently remeasured to their maximum redemption value at each reporting date, with accretion recorded through equity (and reflected as a reduction to net income attributable to common, as applicable). In 2025, aggregate accretion on the Senior Preferred and Preferred Units totaled $13.1 million. Because these instruments are deemed currently redeemable and are remeasured to their maximum redemption value, changes in capital structure or redemption provisions could significantly affect the amount of accretion recorded in future periods.
Impairment of Long-Lived Assets
We evaluate long-lived assets, including property, plant and equipment and amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability is assessed based on the undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If the carrying amount exceeds the estimated undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amount exceeds its fair value.
As of December 31, 2025, the carrying amount of property, plant and equipment was approximately $152.8 million, customer relationship intangibles totaled $71.4 million, and indefinite-lived trade name assets totaled $24.8 million. We evaluated our long-lived assets as of December 31, 2025 and 2024 for indicators of impairment and concluded that no impairment existed. To the extent impairment indicators were present, the estimated undiscounted cash flows for the applicable asset groups exceeded the carrying amounts by a substantial margin.
No impairment charges were recognized during the Successor Periods (May 22, 2024 through December 31, 2024 and the year ended December 31, 2025) or during the Predecessor periods presented. We will continue to monitor for potential triggering events in future periods, including changes in market conditions, operating performance, or utilization levels.
Business Combination Accounting
We account for business combinations using the acquisition method of accounting in accordance with ASC 805, which requires us to recognize the identifiable tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the acquisition date, other than leases and contract assets and liabilities acquired in connection with business combinations. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.
We may adjust the amounts recognized in an acquisition during a measurement period after the acquisition date. Any such adjustments are the result of subsequently obtaining additional information that existed at the acquisition date regarding the assets acquired or the liabilities assumed. Measurement period adjustments are generally recorded as increases or decreases to goodwill, if any, recognized in the transaction. The cumulative impact of measurement period adjustments on depreciation, amortization and other income statement items is recognized in the period the adjustment is determined. The measurement period ends once we have obtained all necessary information that existed as of the acquisition date but does not extend beyond one year from the date of acquisition. Any adjustments to assets acquired or liabilities assumed beyond the measurement period, unless as a result of an error, are recorded through earnings.
Determining the fair values of assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions. We engage third-party appraisal firms when appropriate to assist in the fair value determination of assets acquired and liabilities assumed. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred.
As part of the Thunder Acquisition completed in 2025, total purchase consideration was approximately $115.1 million, consisting of $95.1 million in cash and $20.0 million in equity. The allocation of purchase consideration was primarily to property, plant and equipment, customer relationship intangibles, trade name, and working capital, with no goodwill recognized. The fair value determination involved the use of Level 3 inputs such as forecasted cash flows and discount rates.
As part of the Concrete Acquisition completed in 2024, total purchase consideration was approximately $253.0 million, consisting of $189.2 million in cash and $63.8 million in equity. The allocation of purchase consideration was primarily to property, plant and equipment, customer relationship intangibles, trade name, and working capital, with approximately $79.5 million of goodwill recognized. The fair value determination involved the use of Level 3 inputs such as forecasted cash flows and discount rates.
In addition to the Concrete Acquisition, we completed the SMG assets acquisition in January 2024 for total purchase consideration of approximately $13.9 million, which was accounted for as a business combination. The allocation of purchase consideration was primarily to property, plant and equipment and other working capital, with approximately $0.3 million of goodwill recognized. The fair value determination also involved the use of Level 3 inputs such as forecasted cash flows and discount rates.
The estimation of fair values of acquired assets and assumed liabilities is judgmental and requires various assumptions. Additionally, the amounts assigned to depreciable and amortizable assets compared to amounts assigned to goodwill, which is not amortized, can significantly affect our results of operations.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:
| · | Level 1: Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date. |
| · | Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means. |
| · | Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. |
The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3).
EFFECTS OF INFLATION AND PRICING
Given the cyclical nature of our industry, demand for and costs of service providers, as well as inflationary pressure in the broader economy, may adversely affect the prices we pay for various goods and services. The global economy is currently experiencing significant inflationary pressures resulting from rising commodities costs, tightening labor markets and supply chain shortages, as well as certain ongoing geopolitical conflicts. We continue to monitor the situation and assess its impact on our business. We expect to continue to build on our technical expertise and operational efficiencies and synergies to mitigate inflationary and cost pressures as they may arise.
NEW ACCOUNTING PRONOUNCEMENTS
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands income tax disclosure requirements, including enhanced rate reconciliation and income taxes paid disclosures. The standard is effective for fiscal years beginning after December 15, 2024, and is to be applied prospectively. As a limited liability company, we currently operate as a pass-through entity and do not expect a material impact upon adoption.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires additional disaggregated disclosure of prescribed expense categories. The standard is effective for fiscal years beginning after December 15, 2026, and is to be applied prospectively. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Capitalized terms included below but not defined in this Exhibit 99.4 have the same meaning as terms defined and included in the Current Report on Form 8-K (the “Current Report”) filed with the Securities and Exchange Commission (the “Commission”) on April 14, 2026 and, if not defined in the Current Report, the final prospectus and definitive proxy statement (the “Proxy Statement/Prospectus”) filed with the Commission on February 13, 2026. Unless the context otherwise requires, the “Company,” “Post-Combination Company,” “Suncrete,” “PubCo,” “we,” “us,” or “our” refers to Suncrete, Inc. and its subsidiaries after giving effect to the Closing.
Introduction
The following unaudited pro forma condensed combined financial information presents the combination of financial information of Haymaker Acquisition Corp. 4 (“Haymaker”) and Concrete Partners Holding, LLC (“CPH”), adjusted to give effect to the Business Combination (as defined below) and related transactions, including the acquisition of the Schwarz Entities (as defined below). The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures and Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and do not present the any synergies expected to occur as a result of the Business Combination.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the Business Combination and related transactions as if they had occurred on December 31, 2025. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 give effect to the Business Combination and related transactions as if they had occurred on January 1, 2025, the beginning of the earliest period presented.
The pro forma combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had the Post-Combination Company filed consolidated income tax returns during the period presented. The unaudited pro forma condensed combined balance sheet does not reflect the deferred taxes of the Post-Combination Company as a result of the Business Combination. Since it is likely that the Post-Combination Company will record a valuation allowance against the total U.S. and state deferred tax assets given the net operating losses as the recoverability of the tax assets is uncertain, the tax provision is zero.
The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the Post- Combination Company’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the Post-Combination Company following the reverse recapitalization. The actual financial position and results of operations of the Post-Combination Company may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the historical financial statements and related notes of Haymaker as of and for the year ended December 31, 2025, which are incorporated by reference; the historical financial statements and related notes of CPH, which are included as Exhibit 99.2 to the Current Report; and the historical financial statements and related notes of the Schwarz Entities as of October 17, 2025 and for the period January 1, 2025 through October 17, 2025, which are included as Exhibit 99.5 to the Current Report. The historical information of CPH for year ended December 31, 2025 has been adjusted to include the estimated transaction accounting adjustments of the Thunder Acquisition (as defined below).
Description of the Business Combination
On October 9, 2025, Haymaker, with Haymaker Merger Sub I, Inc. (“Merger Sub I”), Haymaker Merger Sub II, LLC (“Merger Sub II”), Suncrete and CPH entered into a business combination agreement (the “Business Combination Agreement”) pursuant to which (1) at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and following the Domestication (as defined below), Haymaker merged with Merger Sub I, a wholly-owned subsidiary of PubCo (the “Initial Merger”) with Haymaker surviving the Initial Merger as a wholly owned subsidiary of the Company (the time at which the Initial Merger became effective, the “Initial Merger Effective Time”) and immediately after, CPH merged into Merger Sub II, a wholly-owned subsidiary of PubCo (the “Acquisition Merger,” together with the Initial Mergers, the “Mergers,” and the time at which the Acquisition Merger became effective, the “Acquisition Merger Effective Time”) resulting in a combined company whereby Haymaker and CPH are wholly-owned subsidiaries of Suncrete, as more fully described in the Proxy Statement/Prospectus; (2) Haymaker domesticated (the “Domestication”) as a Delaware corporation in accordance with the General Corporation Law of the State of Delaware, the Companies Act (As Revised) of the Cayman Islands and the amended and restated memorandum and articles of association of Haymaker (as amended from time to time); and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto were consummated (collectively, with the Mergers, the Domestication and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”).
On April 8, 2026, as contemplated by the Business Combination Agreement, Haymaker filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, pursuant to which Haymaker was domesticated and continued as a Delaware corporation.
Subject to and in accordance with the terms and conditions of the Business Combination Agreement, Initial Merger and Acquisition Merger:
| 1) | At the Initial Merger Effective Time: |
| a. | PubCo filed Amended and Restated PubCo Certificate of Incorporation with the Secretary of State of Delaware, which was adopted as the certificate of incorporation of PubCo until thereafter amended as provided by the DGCL and such certificate of incorporation; |
| b. | The Amended and Restated PubCo Bylaws were adopted as the bylaws of PubCo until thereafter amended as provided by the DGCL, the Amended and Restated PubCo Charter and such bylaws; |
| c. | The certificate of incorporation and bylaws of Merger Sub I, as in effect immediately prior to the Initial Merger Effective Time became the certificate of incorporation and bylaws for the SPAC until thereafter amended in accordance with their terms and applicable provisions of the DGCL; |
| d. | Each issued and outstanding share of common stock of Merger Sub I was redeemed for par value; |
| e. | Each issued and outstanding share of Class A common stock of Haymaker was canceled and converted into one share of Class A common stock, par value $0.0001 per share of PubCo (“PubCo Class A Common Stock”); |
| f. | Each issued and outstanding Class B common stock of PubCo was canceled and converted into one share of Class B common stock, par value $0.0001 per share of PubCo (“PubCo Class B Common Stock”); |
| g. | Each outstanding and unexercised issued and outstanding public warrant to purchase Class A ordinary shares of Haymaker (“SPAC Warrant”), was automatically assumed and converted into a warrant to acquire one share of PubCo Class A Common Stock, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former SPAC Warrant immediately prior to the Initial Merger Effective Time; |
| h. | Each issued and outstanding SPAC Unit was detached into one share of PubCo Class A Common Stock and one-half of one SPAC Warrant; |
| 2) | At the Acquisition Merger Effective Time: |
| a. | The certificate of formation and limited liability company agreement of Merger Sub II, as in effect immediately prior to the Acquisition Merger Effective Time, in materially the same form, became the certificate of formation and limited liability company agreement of the Surviving Subsidiary Company until thereafter amended in accordance with their terms and the applicable provision of the DLLCA; |
| b. | Each issued and outstanding Company Common Unit was cancelled and converted into the right to receive, in the aggregate, that number of fully paid and non-assessable shares of PubCo Class B Common Stock and/or PubCo Class A Common Stock equal to the Company Common Unit Exchange Ratio (as defined in the Business Combination Agreement); |
| c. | Each issued and outstanding Preferred Unit of CPH was cancelled and converted into the right to receive, in the aggregate, that number of fully paid and non-assessable shares of PubCo Class B Common Stock and/or PubCo Class A Common Stock equal to the Company Preferred Unit Exchange Ratio (as defined in the Business Combination Agreement); |
| i. | Each issued and outstanding Senior Preferred Unit (as defined below) was canceled and converted into the right to receive Series A Preferred Stock (as defined below) in the amount equal to the Unreturned Senior Preferred Contribution defined and calculated in accordance with the Amended and Restated Limited Liability Company Agreement of CPH; |
| d. | Each issued and outstanding Incentive Unit of CPH was automatically cancelled and ceased to exist in exchange for a right to receive a number of restricted shares of PubCo Class A Common Stock equal to the Company Incentive Unit Share Consideration (as defined in the Business Combination Agreement) with respect to such Company Incentive Unit; |
| e. | Each Unit of CPH held in treasury was cancelled without any conversion and no payment or distribution made; |
| f. | Each issued and outstanding PubCo Class B Common Stock was converted into and exchanged, on a one-for-one basis, into one share of PubCo Class A Common Stock; |
| g. | Each issued and outstanding Unit of Merger Sub II was converted into and exchanged for one validly issued, fully paid and non-assessable Unit of CPH; and |
| h. | Subject to receipt of necessary waivers, approvals, consents or authorizations and the satisfaction of certain contractual requirements, PubCo issued 2,500,000 shares of PubCo Class B Common Stock to Dothan Independent GP, LP (“Dothan Independent”). |
Other Agreements
PIPE Subscription Agreements
Haymaker has entered into subscription agreements (the “PIPE Subscription Agreements”) with certain institutional investors (collectively, the “PIPE Investors”), pursuant to which, among other things, Haymaker has agreed to (i) issue and sell, in private placements to close immediately prior to or substantially concurrently with the Closing, an aggregate of 17,378,676 shares of PubCo Class A Common Stock for a purchase price of $10.00 per share and/or (ii) 2,525,094 pre-funded common stock purchase warrants, each to purchase one share of Class A Common Stock (the “Pre-Funded Warrants”) at a per share exercise price equal to $0.0001, at a purchase price per Pre-Funded Warrant equal to the Purchase Price less the Exercise Price. Concurrently with the Closing, Suncrete received an aggregate amount of $167.1 million from the PIPE Investors.
Exchange Agreement
The Company previously entered into a Securities Exchange Agreement (the “Exchange Agreement”) with holders of Suncrete’s Senior Preferred Units (the “Senior Preferred Units”), pursuant to which the Company agreed to issue an aggregate of 26,000 shares of Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), to such Senior Preferred Unit holders in exchange for their Senior Preferred Units (the “Exchange”). On April 8, 2026, the Exchange occurred immediately prior to the closing of the Acquisition Merger, and the Company issued 26,000 shares of Series A Preferred Stock to the Senior Preferred Unit holders, following the acceptance by the Secretary of State of the State of Delaware of the Certificate of Designation for the Series A Convertible Perpetual Preferred Stock.
Anticipated Accounting Treatment
The Business Combination will be accounted for as a reverse recapitalization under GAAP. Under this method of accounting, Haymaker will be treated as the “acquired” company for accounting purposes. Accordingly, for accounting purposes, the financial statements of the post-combination company will represent a continuation of the financial statements of CPH with the Business Combination treated as the equivalent of CPH issuing stock for the net assets of Haymaker, accompanied by a recapitalization. The net assets of Haymaker will be stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of CPH in future reports of PubCo.
CPH has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
| · | CPH members comprising a relative majority of the voting power of PubCo and having the ability to nominate six of the eight members of the board of directors of PubCo; |
| · | CPH’s operations prior to the acquisition comprising the only ongoing operations of PubCo; and |
| · | CPH’s senior management comprising a majority of the senior management of PubCo. |
The following unaudited pro forma condensed combined balance sheet as of December 31, 2025 is based on the audited historical financial statements of Haymaker and CPH:
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2025
| (In $000's) | CPH Historical | Haymaker As Reclassified (See Note n) | Transaction Accounting Adjustments |
Pro Forma Combined | ||||||||||||||
| ASSETS | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 6,333 | $ | 4 | $ | 258,241 | (a) | $ | 168,722 | |||||||||
| (10,460 | ) | (b) | ||||||||||||||||
| (12,180 | ) | (c) | ||||||||||||||||
| 167,120 | (d) | |||||||||||||||||
| (3,613 | ) | (m) | ||||||||||||||||
| (144,119 | ) | (f) | ||||||||||||||||
| (56,729 | ) | (l) | ||||||||||||||||
| (25,875 | ) | (j) | ||||||||||||||||
| (10,000 | ) | (k) | ||||||||||||||||
| Accounts receivable, net | 33,699 | — | — | 33,699 | ||||||||||||||
| Inventory | 8,723 | — | — | 8,723 | ||||||||||||||
| Other current assets | 5,047 | 35 | — | 5,082 | ||||||||||||||
| Total current assets | 53,802 | 39 | 162,385 | 216,226 | ||||||||||||||
| Property, plant and equipment: | ||||||||||||||||||
| Property, plant & equipment, at cost | 168,767 | — | — | 168,767 | ||||||||||||||
| Less: accumulated depreciation | (15,390 | ) | — | — | (15,390 | ) | ||||||||||||
| Property, plant and equipment, net | 152,837 | — | — | 152,837 | ||||||||||||||
| Goodwill | 79,505 | — | — | 79,505 | ||||||||||||||
| Customer relationships, net | 71,373 | — | — | 71,373 | ||||||||||||||
| Trade name | 24,800 | — | — | 24,800 | ||||||||||||||
| Cash and securities held in Trust Account | — | 258,241 | (258,241 | ) | (a) | — | ||||||||||||
| Other noncurrent assets | 2,385 | — | — | 2,385 | ||||||||||||||
| Total assets | $ | 384,702 | $ | 258,280 | $ | (95,856 | ) | $ | 547,126 | |||||||||
| LIABILITIES, REDEEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS' EQUITY | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable | $ | 12,558 | $ | — | $ | — | $ | 12,558 | ||||||||||
| Accrued liabilities | 13,654 | 2,251 | — | 15,905 | ||||||||||||||
| WCL Promissory Note - related party | — | 1,060 | (1,060 | ) | (b) | — | ||||||||||||
| Current portion of lease liabilities | 475 | — | — | 475 | ||||||||||||||
| Extension promissory note | — | 2,250 | (2,250 | ) | (b) | — | ||||||||||||
| Long-term debt, current portion | 27,081 | — | — | 27,081 | ||||||||||||||
| Total current liabilities | 53,768 | 5,561 | (3,310 | ) | 56,019 | |||||||||||||
| Deferred underwriting fee payable | — | 8,650 | (8,650 | ) | (b) | — | ||||||||||||
| Subscription Agreement liability | — | 9,075 | (9,075 | ) | (f) | |||||||||||||
| Long-term lease liability | 1,727 | — | — | 1,727 | ||||||||||||||
| Long-term debt, net | 186,625 | — | — | 186,625 | ||||||||||||||
| Total liabilities | 242,120 | 23,286 | (21,035 | ) | 244,371 | |||||||||||||
| Commitments and Contingencies | ||||||||||||||||||
| Redeemable mezzanine equity | ||||||||||||||||||
| Class A Ordinary Shares subject to possible redemption | — | 258,241 | (258,241 | ) | (f) | — | ||||||||||||
| Senior Preferred Units | 26,590 | — | (26,590 | ) | (e) | — | ||||||||||||
| Preferred Units | 130,623 | — | (130,623 | ) | (g) | — | ||||||||||||
| Series A Preferred Stock | — | — | 26,590 | (e) | 26,590 | |||||||||||||
| Shareholders' equity | ||||||||||||||||||
| PubCo Class A Common Stock | — | — | 1 | (f) | 5 | |||||||||||||
| 2 | (d) | |||||||||||||||||
| 1 | (g) | |||||||||||||||||
| 1 | (h) | |||||||||||||||||
| PubCo Class B Common Stock | — | — | 1 | (g) | 1 | |||||||||||||
| Class B Ordinary Shares | — | 1 | (1 | ) | (h) | — | ||||||||||||
| Members' Equity (Deficit) | (14,631 | ) | — | (10,000 | ) | (k) | (24,631 | ) | ||||||||||
| Additional paid-in capital | — | — | 123,196 | (f) | 300,790 | |||||||||||||
| (12,180 | ) | (c) | ||||||||||||||||
| 167,118 | (d) | |||||||||||||||||
| 130,621 | (g) | |||||||||||||||||
| (23,248 | ) | (i) | ||||||||||||||||
| (3,613 | ) | (m) | ||||||||||||||||
| 1,500 | (b) | |||||||||||||||||
| (56,729 | ) | (l) | ||||||||||||||||
| (25,875 | ) | (j) | ||||||||||||||||
| Accumulated deficit | — | (23,248 | ) | 23,248 | (i) | — | ||||||||||||
| Total shareholders' equity | (14,631 | ) | (23,247 | ) | 314,043 | 276,165 | ||||||||||||
| Total liabilities, redeemable mezzanine equity, and shareholders' equity | $ | 384,702 | $ | 258,280 | $ | (95,856 | ) | $ | 547,126 | |||||||||
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
| (a) | Adjustment necessary to reflect the transfer of marketable securities held in the Trust Account to cash. |
| (b) | Adjustment necessary to reflect the settlement of the deferred underwriting fee and the extension promissory note by cash upon the Closing of the Business Combination. The WCL Promissory Note was settled by issuing 150,000 shares of PubCo Class A Common Stock. |
| (c) | Adjustment necessary to reflect the transaction costs incurred by CPH of approximately $12.2 million. The costs of CPH are accounted for as a reduction in the combined cash account with a corresponding reduction in additional paid-in capital consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. These transaction costs will not recur in the combined company income statement beyond 12 months after the transaction. The transaction costs for Haymaker are approximately $10.1 million and are excluded from the unaudited pro forma condensed combined balance sheet. |
| (d) | Adjustment necessary to reflect the receipt of $167.1 million in proceeds from the PIPE Investment. Pursuant to the PIPE Subscription Agreements, Haymaker has agreed to issue and sell, in private placements to close immediately prior to or substantially concurrently with the Closing, an aggregate of 17,378,676 shares of PubCo Class A Common Stock and/or Pre-Funded Warrants, to the PIPE investors. The PIPE Subscription Agreements are accounted as a derivative liability initially recognized at fair value. Upon settlement of the agreements, when the cash is received, Haymaker recorded a debit to cash and a credit to additional paid-in capital, with a corresponding reversal of the previously recorded derivative liability. |
| (e) | Adjustment to reflect the exchange of the Senior Preferred Units for Series A Preferred Stock of PubCo. |
| (f) | Adjustment necessary to reflect the redemption of 12,628,150 shares for cash by the Public Shareholders of Haymaker upon the consummation of the Business Combination at a redemption price of $11.41 per share. The remaining marketable securities held in the Trust Account are transferred to cash, with a corresponding credit to accumulated paid-in-capital. Additionally, the settlement of the Subscription Agreement liability is reversed and results in a credit to accumulated paid-in-capital. |
| (g) | Adjustment necessary to reflect the conversion of Company Preferred Units into shares of PubCo Class A Common Stock and PubCo Class B Common Stock. |
| (h) | Adjustment necessary to reflect the conversion of SPAC Class B Ordinary Shares into shares of PubCo Class A Common Stock. |
| (i) | Adjustment necessary to reflect the elimination of Haymaker historical accumulated deficit. |
| (j) | Adjustment necessary to reflect the redemption of 11.5 million warrants at a price per warrant of (i) $2.25 in cash and (ii) 0.075 shares of PubCo Class A Common Stock. |
| (k) | Adjustment necessary to present the $10.0 million payment to Dothan Management for diligence and integration fees for the services provided by Dothan Management and its personnel to CPH in relation to the Business Combination. |
| (l) | Adjustment to reflect aggregate payments made by Suncrete pursuant to pre-paid forward agreements with holders of 4,902,989 Class A Ordinary Shares. |
| (m) | Adjustment necessary to reflect aggregate payments made by CPH in connection with the Non-Redemption Agreements. |
| (n) | The following reclassifications were made to conform the historical financial statements of Haymaker to the presentation of CPH, and such amounts are reflected in the “Haymaker As Reclassified” column: |
AS RECLASSIFIED BALANCE SHEET OF HAYMAKER
AS OF DECEMBER 31, 2025
| Historical | ||||||||||||||
| Suncrete caption | Haymaker Acquisition Corp. 4 caption | Haymaker As Reported | Reclassification Adjustments | Haymaker As Reclassified | ||||||||||
| ASSETS | ASSETS | |||||||||||||
| Current assets: | Current assets: | |||||||||||||
| Cash and cash equivalents | Cash | $ | 4 | $ | — | $ | 4 | |||||||
| Prepaid expenses | 35 | (35 | ) | — | ||||||||||
| Accounts receivable, net | — | — | — | |||||||||||
| Inventory | — | — | — | |||||||||||
| Other current assets | — | 35 | 35 | |||||||||||
| Total current assets | Total current assets | 39 | — | 39 | ||||||||||
| Property, plant and equipment: | ||||||||||||||
| Property, plant & equipment, at cost | — | — | — | |||||||||||
| Less: accumulated depreciation | — | — | — | |||||||||||
| Property, plant and equipment, net | — | — | — | |||||||||||
| Prepaid insurance - non-current | — | — | — | |||||||||||
| Goodwill | — | — | — | |||||||||||
| Customer relationships, net | — | — | — | |||||||||||
| Trade name | — | — | — | |||||||||||
| Cash held in Trust Account | Cash held in Trust Account | 258,241 | — | 258,241 | ||||||||||
| Other noncurrent assets | — | — | — | |||||||||||
| Total assets | Total assets | $ | 258,280 | $ | — | $ | 258,280 | |||||||
| LIABILITIES, REEDEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS' EQUITY | LIABILITIES, CLASS A ORDINARY SHARES AND SHAREHOLDERS' EQUITY | |||||||||||||
| Current liabilities: | Current liabilities: | |||||||||||||
| Accrued expenses | $ | 2,251 | $ | (2,251 | ) | $ | — | |||||||
| Accrued offering costs | — | — | — | |||||||||||
| Accounts payable | — | — | — | |||||||||||
| Accrued liabilities | — | 2,251 | 2,251 | |||||||||||
| WCL Promissory Note - related party | WCL Promissory Note - related party | 1,060 | — | 1,060 | ||||||||||
| Extension promissory note | Extension promissory note | 2,250 | — | 2,250 | ||||||||||
| Long-term debt, current portion | — | — | — | |||||||||||
| Total current liabilities | Total current liabilities | 5,561 | — | 5,561 | ||||||||||
| Long-term liabilities | Long-term liabilities | |||||||||||||
| Deferred underwriting fee payable | Deferred underwriting fee payable | 8,650 | — | 8,650 | ||||||||||
| Subscription Agreement liability | 9,075 | — | 9,075 | |||||||||||
| Long-term lease liability | — | — | — | |||||||||||
| Long-term debt, net | — | — | — | |||||||||||
| Total liabilities | Total liabilities | 23,286 | — | 23,286 | ||||||||||
| Commitments and Contingencies (Note 14) | Commitments and Contingencies | |||||||||||||
| Redeemable mezzanine equity | ||||||||||||||
| Class A Ordinary Shares subject to possible redemption | Class A Ordinary Shares subject to possible redemption | 258,241 | — | 258,241 | ||||||||||
| Senior Preferred Units | — | — | ||||||||||||
| Preferred Units | — | — | ||||||||||||
| Shareholders' Equity (Deficit) | Shareholders' Equity (Deficit) | |||||||||||||
| Preference shares | Preference shares | — | — | — | ||||||||||
| Class A Ordinary Shares | Class A Ordinary Shares | — | — | — | ||||||||||
| Class B Ordinary shares | Class B Ordinary shares | 1 | — | 1 | ||||||||||
| Common units (deficit) | — | — | — | |||||||||||
| Additional paid-in capital | Additional paid-in capital | — | — | — | ||||||||||
| Accumulated deficit | Accumulated deficit | (23,248 | ) | — | (23,248 | ) | ||||||||
| Total shareholders’ equity | Total shareholders’ deficit | (23,247 | ) | — | (23,247 | ) | ||||||||
| — | — | — | ||||||||||||
| Total liabilities, redeemable mezzanine equity, and shareholders' equity | Total liabilities, Class A Ordinary Shares subject to possible redemption , and shareholders' equity | $ | 258,280 | $ | — | $ | 258,280 | |||||||
The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 is based on the audited historical financial statements of Haymaker, CPH and the Schwarz Entities:
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
| (In $000's) | CPH (See Note d) | Haymaker (See Note e) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||
| Revenues | $ | 270,302 | $ | — | $ | — | $ | 270,302 | |||||||||
| Cost of goods sold: | 181,232 | — | — | 181,232 | |||||||||||||
| Gross profit | 89,070 | — | — | 89,070 | |||||||||||||
| Operating expenses: | |||||||||||||||||
| Selling, general, and administrative expenses | 60,976 | 2,762 | 10,000 | (a) | 73,738 | ||||||||||||
| Acquisition-related costs | 6,696 | — | — | 6,696 | |||||||||||||
| (Gain) loss on disposal of assets, net | (508 | ) | — | — | (508 | ) | |||||||||||
| Total operating expenses | 67,164 | 2,762 | 10,000 | 79,926 | |||||||||||||
| Operating income | 21,906 | (2,762 | ) | (10,000 | ) | 9,144 | |||||||||||
| Non-operating expenses (income): | |||||||||||||||||
| Interest earned on cash held in Trust Account | — | (10,367 | ) | 10,367 | (b) | — | |||||||||||
| Initial loss on Subscription Agreement liability | — | 7,178 | (7,178 | ) | (c) | ||||||||||||
| Change in fair value of Subscription Agreement liability | — | 1,897 | (1,897 | ) | (c) | ||||||||||||
| Other expense | 337 | — | — | 337 | |||||||||||||
| Interest expense, net | 18,050 | — | — | 18,050 | |||||||||||||
| Total non-operating expense (income) | 18,387 | (1,292 | ) | 1,292 | 18,387 | ||||||||||||
| Net income (loss) | $ | 3,519 | $ | (1,470 | ) | $ | (11,292 | ) | $ | (9,243 | ) | ||||||
| Weighted average number of common shares outstanding, basic and diluted | 95,700,000 | 73,119,471 | |||||||||||||||
| Net income (loss) per common share, basic and diluted | $ | (0.12 | ) | $ | (0.13 | ) | |||||||||||
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
| (a) | Adjustment necessary to present the $10.0 million payment to Dothan Concrete Investments Management, LLC (“Dothan Management”) for diligence and integration fees for the services provided by Dothan Management and its personnel to CPH in relation to the Business Combination. |
| (b) | Adjustment necessary to eliminate interest earned on marketable securities held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025. |
| (c) | Adjustments necessary to eliminate the initial loss and change in fair value on the Subscription Agreement liability after giving effect to the Business Combination as if it had occurred on January 1, 2025. |
| (d) | On October 17, 2025 Eagle Redi-Mix Concrete, LLC, a subsidiary of the Company (“Eagle”) entered into the Equity and Asset Purchase and Contribution Agreement (the “Schwarz Purchase Agreement”) with SRM, Inc. dba Schwarz Ready Mix, SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand, LLC an Oklahoma limited liability company (“Schwarz Sand,” and together with Schwarz Ready Mix and Schwarz Leasing, the “Schwarz Entities”), the equity holders of Schwarz Ready Mix and Schwarz Leasing (collectively, the “Owners”), the equity holders of Schwarz Sand (collectively, the “Schwarz Sand Sellers”), certain other transaction beneficiaries, and Schwarz Ready Mix, in its capacity as a representative of the selling parties (the transaction, the “Thunder Acquisition”). |
Pursuant to the Schwarz Purchase Agreement, Eagle 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 for an aggregate purchase price of $115.6 million, consisting of (i) $72.9 million paid in cash at closing, minus the estimated closing indebtedness, the estimated transaction expenses, the adjustment escrow amount and the indemnity escrow amount as further described in the Schwarz Purchase Agreement, (ii) $22.7 million to be paid in cash on March 31, 2026 and (iii) 20,000,000 shares of Preferred Units of the Company issued to the Schwarz Sand Sellers in exchange for the contributed units of Schwarz Sand, with such amount being subject to certain customary post-Closing purchase price adjustments as further described in the Schwarz Purchase Agreement.
The acquisition of the Schwarz Entities has been assumed to be accounted for as a business combination in accordance with ASC 805. The assets acquired and liabilities assumed would be recorded at their respective fair values as of October 17, 2025. Any transaction costs were assumed to be expensed as incurred in accordance with ASC 805. The unaudited pro forma condensed combined financial statements of CPH presented herein have been prepared to reflect the transaction accounting adjustments to the Schwarz Entities’ historical condensed consolidated financial information.
The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 assumes the acquisition of the Schwarz Entities occurred on January 1, 2025.
The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual results of operations of CPH would have been had the acquisition of the Schwarz Entities occurred on the dates noted above, nor are they necessarily indicative of future results of operations. Future results may vary significantly from the results reflected because of various factors. In CPH’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, has been prepared using, and should be read in conjunction with, the following:
| o | The Schwarz Entities audited statement of operations for period January 1, 2025 through October 17, 2025 and the related notes, which are included in the Current Report as Exhibit 99.5. |
The following table provides the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 for CPH pursuant to the assumptions mentioned above and included in the “CPH Pro Forma Combined” column:
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
OF SUNCRETE FOR THE YEAR ENDED DECEMBER 31, 2025
| Historical | Historical | |||||||||||||||||
| (In $000's) | CPH For the Year Ended December 31, 2025 | Schwarz For the Period January 1, 2025 through October 17, 2025 | Schwarz Acquisition Transaction Accounting Adjustments | CPH Pro Forma Combined | ||||||||||||||
| Revenues | $ | 194,871 | $ | 75,431 | $ | — | $ | 270,302 | ||||||||||
| Cost of goods sold | 127,925 | 64,053 | (12,870 | ) | (1) | 181,232 | ||||||||||||
| 796 | (2) | |||||||||||||||||
| 1,328 | (3) | |||||||||||||||||
| Gross Profit | 66,946 | 11,378 | 10,746 | 89,070 | ||||||||||||||
| Operating expenses: | ||||||||||||||||||
| Selling, general, and administrative expenses | 45,553 | 3,096 | 12,870 | (1) | 60,976 | |||||||||||||
| (543 | ) | (2) | ||||||||||||||||
| Acquisition-related costs | 6,696 | — | — | 6,696 | ||||||||||||||
| Loss (gain) on disposal of assets, net | 272 | — | (780 | ) | (4) | (508 | ) | |||||||||||
| Total operating expenses | 52,521 | 3,096 | 11,547 | 67,164 | ||||||||||||||
| Operating income (loss) | 14,425 | 8,282 | (801 | ) | 21,906 | |||||||||||||
| Non-operating expenses (income): | ||||||||||||||||||
| Other expense (income) | 418 | (81 | ) | — | 337 | |||||||||||||
| Gain on sale of assets | — | (780 | ) | 780 | (4) | — | ||||||||||||
| Interest expense | 12,032 | 366 | 5,652 | (5) | 18,050 | |||||||||||||
| Total non-operating expense (income) | 12,450 | (495 | ) | 6,432 | 18,387 | |||||||||||||
| Net income (loss) before income taxes | 1,975 | 8,777 | (7,233 | ) | 3,519 | |||||||||||||
| Income tax expense | — | 583 | (583 | ) | (6) | — | ||||||||||||
| Net income (loss) - consolidated | 1,975 | 8,194 | (6,650 | ) | 3,519 | |||||||||||||
| Net income (loss) attributable to noncontrolling interest | — | 2,878 | (2,878 | ) | (7) | — | ||||||||||||
| Net income (loss) attributable to controlling interest | $ | 1,975 | $ | 5,316 | $ | (3,772 | ) | $ | 3,519 | |||||||||
| Weighted average number of common shares outstanding, basic and diluted | 95,700,000 | (8) | 95,700,000 | |||||||||||||||
| Net loss per common share, basic and diluted | $ | (0.12 | ) | (8) | $ | (0.12 | ) | |||||||||||
| (1) | Adjustment necessary to reclassify certain costs within cost of goods sold to selling, general, and administrative, to conform with the presentation of CPH. |
| (2) | Adjustment necessary to reflect the estimated incremental depreciation expense related to the fixed assets acquired for period January 1, 2025 through October 17, 2025. Depreciation is calculated assuming a straight-line method of depreciation based on the estimated fair value and useful lives of each fixed asset as of October 17, 2025. |
| (3) | Adjustment necessary to reflect incremental amortization expense related to estimated customer relationships acquired in the Thunder Acquisition for the period January 1, 2025 through October 17, 2025. Amortization is calculated assuming a straight-line method of amortization based on the estimated fair value and useful life of customer relationships as of the closing of the Thunder Acquisition. The customer relationships were estimated to have a weighted average useful life of approximately 10 years. |
| (4) | Adjustment necessary to reclassify gain on the sale of assets to conform to the presentation of CPH. |
| (5) | Adjustment necessary to eliminate historical interest expense incurred by the Schwarz Entities and reflect the estimated interest expense in the period presented with respect to the incremental borrowings to finance the Thunder Acquisition. The interest rate utilized as of December 31, 2025 was 7.4% per annum. A one-eighth point change in interest rates as of December 31, 2025 would change interest expense by $0.1 million for the year ended December 31, 2025. |
| (6) | Adjustment necessary to remove income tax expense on the Schwarz Entities as CPH is not a tax paying entity. |
| (7) | Adjustment necessary to remove the historical noncontrolling interest of the Schwarz Entities. As part of the Thunder Acquisition, CPH purchased all noncontrolling interests. |
| (8) | The following table reconciles historical and pro forma basic and diluted loss per share for the period indicated (in thousands, except share and per share amounts): |
| For the Year Ended December 31, 2025 | ||||||||
| Historical | Pro Forma | |||||||
| Net income | $ | 1,975 | $ | 3,519 | ||||
| Less: distributions to senior preferred unitholders | (2,340 | ) | (2,340 | ) | ||||
| Less: accretion of redeemable preferred units to Redemption value | (10,791 | ) | (12,440 | ) | ||||
| Net Loss Attributable to Common Shareholders | (11,156 | ) | (11,261 | ) | ||||
| Common shares: | ||||||||
| Common Shares outstanding — basic | 95,700,000 | 95,700,000 | ||||||
| Dilutive effect of potential Common Shares | — | — | ||||||
| Common Shares outstanding — diluted | 95,700,000 | 95,700,000 | ||||||
| Net loss per share: | ||||||||
| Basic | $ | (0.12 | ) | $ | (0.12 | ) | ||
| Diluted | $ | (0.12 | ) | $ | (0.12 | ) | ||
| (e) | The following reclassifications were made to conform the historical financial statements of Haymaker to the presentation of CPH, and such amounts are reflected in the “Haymaker As Reclassified” column: |
AS RECLASSIFIED STATEMENT OF OPERATIONS OF HAYMAKER
FOR THE YEAR ENDED DECEMBER 31, 2025
| Historical | ||||||||||||||||
| Suncrete caption | Haymaker Acquisition Corp. 4 caption | Haymaker As Reported | Reclassification Adjustments | Haymaker As Reclassified | ||||||||||||
| Revenues | $ | — | $ | — | $ | — | ||||||||||
| Cost of goods sold | — | — | — | |||||||||||||
| Gross Profit | — | — | — | |||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | 2,522 | (2,522 | ) | — | ||||||||||||
| General and administrative expenses - related party | 240 | (240 | ) | — | ||||||||||||
| Selling, general, and administrative expenses | — | 2,522 | 2,762 | |||||||||||||
| 240 | ||||||||||||||||
| (Gain) loss on disposal of assets, net | — | — | — | |||||||||||||
| Total operating expenses | 2,762 | — | 2,762 | |||||||||||||
| Operating income | Loss from operations | (2,762 | ) | — | (2,762 | ) | ||||||||||
| Non-operating expenses / (income): | Other income: | |||||||||||||||
| Interest earned on cash held in Trust Account | Interest earned on cash held in Trust Account | 10,367 | — | 10,367 | ||||||||||||
| Initial loss of Subscription Agreement liability | (7,178 | ) | (7,178 | ) | ||||||||||||
| Change in fair value of Subscription Agreement liability | (1,897 | ) | (1,897 | ) | ||||||||||||
| Other expense | — | — | — | |||||||||||||
| Interest expense, net | — | — | — | |||||||||||||
| Total non-operating expense / (income) | Total other income | 1,292 | — | 1,292 | ||||||||||||
| Net income (loss) | Net income (loss) | $ | (1,470 | ) | $ | — | $ | (1,470 | ) | |||||||
| Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted | 22,836,887 | - | 22,836,887 | |||||||||||||
| Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption | $ | (0.05 | ) | $ | (0.05 | ) | ||||||||||
| Weighted average shares outstanding of non-redeemable Class A and Class B Ordinary Shares, basic and diluted | 6,547,600 | - | 6,547,600 | |||||||||||||
| Basic and diluted net income per share, non-redeemable Class A and Class B Ordinary Shares | $ | (0.05 | ) | $ | (0.05 | ) | ||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Basis of Presentation
The Business Combination was accounted for as a reverse recapitalization under GAAP. Under this method of accounting, Haymaker was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the post-combination company represents a continuation of the financial statements of CPH with the Business Combination treated as the equivalent of CPH issuing stock for the net assets of Haymaker, accompanied by a recapitalization. The net assets of Haymaker were stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of CPH in any future reports of PubCo. The historical information of CPH for the year ended December 31, 2025 has been adjusted to include the estimated transaction accounting adjustments of the Thunder Acquisition.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025, assumes that the Business Combination and related transactions occurred on December 31, 2025. The unaudited pro forma condensed combined statements of operations for year ended December 31, 2025 gives pro forma effect to the Business Combination as if it had been completed on January 1, 2025, the beginning of the earliest period presented.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025, has been prepared using, and should be read in conjunction with, the following:
| · | Haymaker’s audited consolidated balance sheet as of December 31, 2025 and the related notes, which are incorporated into the Current Report by reference; and |
| · | CPH’s audited consolidated balance sheet as of December 31, 2025 and the related notes, included as Exhibit 99.2. |
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, has been prepared using, and should be read in conjunction with, the following:
| · | Haymaker’s audited consolidated statement of operations for the year ended December 31, 2025, and the related notes, which are incorporated into the Current Report by reference; |
| · | CPH’s audited consolidated statement of operations for the year ended December 31, 2025, and the related notes, included as Exhibit 99.2; and |
| · | The Schwarz Entities’ audited consolidated statement of operations for the period January 1, 2025 through October 17, 2025, and the related notes, included as Exhibit 99.5. |
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.
The transaction accounting adjustments reflect the consummation of the Business Combination and are based on certain currently available information and certain assumptions and methodologies that Haymaker believes are reasonable under the circumstances. The unaudited transaction accounting adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Haymaker believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The pro forma combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had the Post-Combination Company filed consolidated income tax returns during the period presented. The pro forma condensed combined balance sheet does not reflect the deferred taxes of the Post-Combination Company as a result of the Business Combination. Since it is likely that the Post-Combination Company will record a valuation allowance against the total U.S. and state deferred tax assets given the net operating losses as the recoverability of the tax assets is uncertain, the tax provision is zero.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of the Post-Combination Company would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future results of operations or financial position of the Post-Combination Company. They should be read in conjunction with the historical financial statements and notes thereto of Haymaker and CPH.
Accounting Policies
Upon consummation of the Business Combination, management of the Post-Combination Company has performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management of the Post-Combination Company did not identify differences between the accounting policies of the two entities. Based on its analysis, management of the Post-Combination Company did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the Transaction Accounting Adjustments. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to include all necessary Transaction Accounting Adjustments pursuant to Article 11 of Regulation S-X, including those that are not expected to have a continuing impact.
The unaudited and audited historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to Transaction Accounting Adjustments that reflect the accounting for the transaction under GAAP. CPH and Haymaker have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the Post-Combination Company’s shares outstanding, assuming the Business Combination occurred on January 1, 2025.
Exhibit 99.5
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Consolidated Financial Report with Supplementary Information
For the Period Ended October 17, 2025, and Year Ended December 31, 2024
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Table of Contents
Page
| Independent Auditor’s Report | 1 |
| Consolidated Balance Sheets | 3 |
| Consolidated Statements of Operations | 4 |
| Consolidated Statements of Equity | 5 |
| Consolidated Statements of Cash Flows | 6 |
| Notes to Consolidated Financial Statements | 7 |
| Consolidating Balance Sheet – October 17, 2025 | 19 |
| Consolidating Balance Sheet – December 31, 2024 | 20 |
| Consolidating Statement of Operations – Period Ended October 17, 2025 | 21 |
| Consolidating Statement of Operations – Year Ended December 31, 2024 | 22 |
INDEPENDENT AUDITOR’S REPORT
To the Board of Trustees
of SRM Inc. dba
Schwarz Ready Mix and Subsidiaries
Opinion
We have audited the accompanying consolidated financial statements of Schwarz Ready Mix and Subsidiaries (an Oklahoma corporation) (the “Companies”), which comprise the consolidated balance sheets as of October 17, 2025, and December 31, 2024, and the related consolidated statements of operations, equity, and cash flows for the period and year then ended, and the related notes to the financial statements.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Companies as of October 17, 2025, and December 31, 2024, and the results of its operations and its cash flows for the period and year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Companies and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Companies’ ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with generally accepted auditing standards, we:
| · | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| · | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| www.arledge.cpa |
| · | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companies’ internal control. Accordingly, no such opinion is expressed. |
| · | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| · | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Companies’ ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
Report on Supplementary Information
We have audited the consolidated financial statements of the Companies as of and for the period ended October 17, 2025, and year ended December 31, 2024, and have issued our report thereon dated March 18, 2026, which expressed an unmodified opinion on those consolidated financial statements. Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating schedule of balance sheets and consolidating statements of income are presented for purposes of additional analysis and are not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.
Oklahoma City, Oklahoma
March 18, 2026
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Consolidated Balance Sheets
October 17, 2025, and December 31, 2024
| October 17, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 1,010,205 | $ | 3,672,792 | ||||
| Accounts receivable, net of allowance for doubtful of $145,401, and $81,222, respectively | 10,943,046 | 11,125,580 | ||||||
| Inventory | 3,594,369 | 3,420,090 | ||||||
| Prepaid expenses | 224,298 | 655,686 | ||||||
| Total current assets | 15,771,918 | 18,874,148 | ||||||
| Other long-term assets | 20,000 | 20,000 | ||||||
| Goodwill | 5,453,386 | 5,453,386 | ||||||
| Right-of-use assets | 424,606 | 1,305,300 | ||||||
| Property and equipment, net | 25,355,160 | 27,446,470 | ||||||
| Total long-term assets | 31,253,152 | 34,225,156 | ||||||
| Total assets | $ | 47,025,070 | $ | 53,099,304 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 5,736,054 | $ | 5,097,486 | ||||
| Accrued expenses | 444,906 | 821,401 | ||||||
| Customer deposits | - | 3,240,302 | ||||||
| Income taxes payable | 579,527 | 546,344 | ||||||
| Line of credit | - | 137,955 | ||||||
| Current maturities of lease liabilities | 145,818 | 136,225 | ||||||
| Current maturities of long-term debt | - | 2,733,501 | ||||||
| Total current liabilities | 6,906,305 | 12,713,214 | ||||||
| Long-term liabilities | ||||||||
| Asset retirement obligation | 50,000 | 50,000 | ||||||
| Notes payable to shareholders and members | 2,147,000 | 8,263,000 | ||||||
| Long-term lease liabilities, net of current maturities | 278,788 | 1,169,075 | ||||||
| Long-term debt, net of current maturities | - | 1,454,435 | ||||||
| Total long-term liabilities | 2,475,788 | 10,936,510 | ||||||
| Total liabilities | 9,382,093 | 23,649,724 | ||||||
| Stockholders’ Equity | ||||||||
| Common stock - $1 par value, 100,000
authorized shares; 1,000 shares issued and outstanding | 1,000 | 1,000 | ||||||
| Retained earnings | 23,976,034 | 18,660,616 | ||||||
| Total stockholders’ equity - Schwarz Ready Mix | 23,977,034 | 18,661,616 | ||||||
| Noncontrolling interests | 13,665,943 | 10,787,964 | ||||||
| Total equity | 37,642,977 | 29,449,580 | ||||||
| Total liabilities and stockholders’ equity | $ | 47,025,070 | $ | 53,099,304 | ||||
See notes to consolidated financial statements.
3
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Consolidated Statements of Operations
Period Ended October 17, 2025, and Year Ended December 31, 2024
| October 17, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Revenues earned | ||||||||
| Cost of revenues earned | $ | 75,430,502 | $ | 94,614,840 | ||||
| Gross profit | 64,052,583 | 83,425,787 | ||||||
| 11,377,919 | 11,189,053 | |||||||
| General and administrative expenses | 3,095,983 | 5,011,600 | ||||||
| Income from operations | 8,281,936 | 6,177,453 | ||||||
| Other income (expense) | ||||||||
| Interest expense | (366,483 | ) | (961,477 | ) | ||||
| Gain on sale of assets | 780,437 | 78,083 | ||||||
| Other income | 80,691 | 153,720 | ||||||
| 494,645 | (729,674 | ) | ||||||
| Net income before income taxes | 8,776,581 | 5,447,779 | ||||||
| Income tax expense | (583,184 | ) | (581,181 | ) | ||||
| Net income - consolidated | 8,193,397 | 4,866,598 | ||||||
| Net income attributable to noncontrolling interests | 2,877,979 | 1,054,951 | ||||||
| Net income - Schwarz Ready Mix | $ | 5,315,418 | $ | 3,811,647 | ||||
See notes to consolidated financial statements.
4
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Consolidated Statements of Equity
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Common Stock | Retained
Earnings (Deficit) | Total Stockholder’s Equity (Deficit) | Noncontrolling Interest | Total Equity | ||||||||||||||||
| Balance, January 1, 2024 | $ | 1,000 | $ | 14,848,969 | $ | 14,849,969 | $ | 9,733,013 | $ | 24,582,982 | ||||||||||
| Net income (loss) | - | 3,811,647 | 3,811,647 | 1,054,951 | 4,866,598 | |||||||||||||||
| Balance, December 31, 2024 | 1,000 | 18,660,616 | 18,661,616 | 10,787,964 | 29,449,580 | |||||||||||||||
| Net income (loss) | - | 5,315,418 | 5,315,418 | 2,877,979 | 8,193,397 | |||||||||||||||
| Balance, October 17, 2025 | $ | 1,000 | $ | 23,976,034 | $ | 23,977,034 | $ | 13,665,943 | $ | 37,642,977 | ||||||||||
See notes to consolidated financial statements.
5
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Consolidated Statements of Cash Flows
Period Ended October 17, 2025, and Year Ended December 31, 2024
| October 17, 2025 | December 31, 2024 | |||||||
| Reconciliation of net income (loss) to cash provided by operating activities: | ||||||||
| Net income | $ | 8,193,397 | $ | 4,866,598 | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Depreciation and amortization of fixed and right-of-use assets | 3,822,068 | 5,445,495 | ||||||
| Bad debt | (10,953 | ) | 28,639 | |||||
| Gain on sale of assets | (780,437 | ) | (78,083 | ) | ||||
| Change in operating assets and liabilities net: | ||||||||
| Accounts receivable | 193,487 | (1,822,789 | ) | |||||
| Inventory | (174,279 | ) | 318,032 | |||||
| Prepaid expenses | 431,388 | (103,588 | ) | |||||
| Income tax receivable | 33,183 | 680,228 | ||||||
| Accounts payable | 638,568 | 1,558,018 | ||||||
| Accrued expenses | (376,495 | ) | (598,644 | ) | ||||
| Customer deposits | (3,240,302 | ) | 3,240,302 | |||||
| Net cash provided by operating activities | 8,729,625 | 13,534,208 | ||||||
| Investing activities: | ||||||||
| Purchases of property and equipment | (1,919,481 | ) | (7,316,231 | ) | ||||
| Proceeds from sale of property and equipment | 1,068,646 | - | ||||||
| Net cash used in investing activities | (850,835 | ) | (7,316,231 | ) | ||||
| Financing activities: | ||||||||
| Proceeds from the line of credit | - | 137,955 | ||||||
| Payments on the line of credit | (137,955 | ) | (849,408 | ) | ||||
| Payment on lease liabilities | (99,486 | ) | (124,878 | ) | ||||
| Payments to notes to members | (6,116,000 | ) | (950,000 | ) | ||||
| Proceeds from issuance of long-term debt | 717,751 | 5,004,938 | ||||||
| Principal payments on long-term debt | (4,905,687 | ) | (6,190,491 | ) | ||||
| Net cash used in financing activities | (10,541,377 | ) | (2,971,884 | ) | ||||
| Net change in cash | (2,662,587 | ) | 3,246,093 | |||||
| Cash at beginning of year | 3,672,792 | 426,699 | ||||||
| Cash at end of year | $ | 1,010,205 | $ | 3,672,792 | ||||
| Supplemental disclosure of cash flow information and non cash investing and financing activities | ||||||||
| Interest paid | $ | 369,497 | $ | 992,599 | ||||
| Income taxes paid | $ | 550,000 | $ | 200,000 | ||||
See notes to consolidated financial statements.
6
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Notes to Consolidated Financial Statements
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Note 1. | Nature of Operations and Significant Accounting Policies |
Nature of operations: SRM, Inc. dba Schwarz Ready Mix. (SRM) was incorporated December 30, 1976, under the laws of the State of Oklahoma. SRM is engaged in the manufacturing and sale of ready-mixed concrete. Schwarz Sand, LLC (Sand) was organized as an Oklahoma limited liability company in February of 2000. Sand is engaged in the sale and production of sand. SRM Leasing, LLC (Leasing) was organized as an Oklahoma limited liability company on April 5, 2013 and includes its majority owned subsidiaries, Schwarz CNG Holdings, LLC (CNG) and Schwarz BCS, LLC (BCS). Leasing was formed to hold property and equipment which it leases to SRM and Sand. CNG was dissolved during 2019 and all balance sheet items were transferred to SRM and Leasing. BCS was dissolved during 2024 and all balance sheet items were transferred to Leasing.
The LLC companies were formed under operating agreements which specify that ownership in the company will be represented by the amount of capital contributed. All profits and losses of the companies are allocated to the members based on their percentage of ownership. Members’ liability is limited to the balances of their respective capital accounts. The companies were established in perpetuity and will only cease to exist if dissolved in accordance with the dissolution requirements in the operating agreement.
Principles of consolidation: The consolidated financial statements include the accounts of SRM, Inc. dba Schwarz Ready Mix, Schwarz Sand, LLC, a variable interest entity, and SRM Leasing, LLC and its subsidiaries Schwarz CNG Holdings, LLC, a variable interest entity, and Schwarz BCS, LLC, a variable interest entity (collectively, the Companies). All material intercompany accounts and transactions have been eliminated.
Basis of accounting: The Companies prepare the consolidated financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Accordingly, revenues are recognized when earned, and expenses are recognized when incurred.
Use of estimates: Management uses estimates and assumptions in preparing the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. On an ongoing basis, the Companies evaluate their estimates, including those related to bad debts, inventories, deferred tax valuation allowances and asset retirement obligations. The Companies base their estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could vary from the estimates that were used in preparing the financial statements and could do so in the near-term.
Inventory: Inventory consists of rock, sand, and other materials used in the production of ready-mixed concrete and are valued at the lower of cost (first-in, first-out method) or net realizable value.
Property and equipment: Property and equipment are stated on the basis of cost. Depreciation is provided by use of straight-line method for financial reporting purposes and the accelerated cost recovery and modified accelerated cost recovery systems for income tax purposes.
| Building and leasehold improvements | 39 years | |
| Machinery and equipment | 3-10 years | |
| Transportation equipment | 3-7 years | |
| Office equipment | 3 years |
7
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Notes to Consolidated Financial Statements
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Note 1. | Nature of Operations and Significant Accounting Policies |
Nature of operations: SRM, Inc. dba Schwarz Ready Mix. (SRM) was incorporated December 30, 1976, under the laws of the State of Oklahoma. SRM is engaged in the manufacturing and sale of ready-mixed concrete. Schwarz Sand, LLC (Sand) was organized as an Oklahoma limited liability company in February of 2000. Sand is engaged in the sale and production of sand. SRM Leasing, LLC (Leasing) was organized as an Oklahoma limited liability company on April 5, 2013 and includes its majority owned subsidiaries, Schwarz CNG Holdings, LLC (CNG) and Schwarz BCS, LLC (BCS). Leasing was formed to hold property and equipment which it leases to SRM and Sand. CNG was dissolved during 2019 and all balance sheet items were transferred to SRM and Leasing. BCS was dissolved during 2024 and all balance sheet items were transferred to Leasing.
The LLC companies were formed under operating agreements which specify that ownership in the company will be represented by the amount of capital contributed. All profits and losses of the companies are allocated to the members based on their percentage of ownership. Members’ liability is limited to the balances of their respective capital accounts. The companies were established in perpetuity and will only cease to exist if dissolved in accordance with the dissolution requirements in the operating agreement.
Principles of consolidation: The consolidated financial statements include the accounts of SRM, Inc. dba Schwarz Ready Mix, Schwarz Sand, LLC, a variable interest entity, and SRM Leasing, LLC and its subsidiaries Schwarz CNG Holdings, LLC, a variable interest entity, and Schwarz BCS, LLC, a variable interest entity (collectively, the Companies). All material intercompany accounts and transactions have been eliminated.
Basis of accounting: The Companies prepare the consolidated financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Accordingly, revenues are recognized when earned, and expenses are recognized when incurred.
Use of estimates: Management uses estimates and assumptions in preparing the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. On an ongoing basis, the Companies evaluate their estimates, including those related to bad debts, inventories, deferred tax valuation allowances and asset retirement obligations. The Companies base their estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could vary from the estimates that were used in preparing the financial statements and could do so in the near-term.
Inventory: Inventory consists of rock, sand, and other materials used in the production of ready-mixed concrete and are valued at the lower of cost (first-in, first-out method) or net realizable value.
Property and equipment: Property and equipment are stated on the basis of cost. Depreciation is provided by use of straight-line method for financial reporting purposes and the accelerated cost recovery and modified accelerated cost recovery systems for income tax purposes.
| Building and leasehold improvements | 39 years | |
| Machinery and equipment | 3-10 years | |
| Transportation equipment | 3-7 years | |
| Office equipment | 3 years |
8
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Notes to Consolidated Financial Statements
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Note 1. | Nature of Operations and Significant Accounting Policies (Continued) |
Impairment of long-lived assets: The Companies periodically evaluate their long-lived assets to determine potential impairment by comparing the carrying value of the assets with the estimated future undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future undiscounted cash flows be less than the carrying value, the Companies would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the assets. Management has determined that no impairment of long-lived assets exists for period ended October 17, 2025, and year ended December 31, 2024, respectively.
Receivables and credit policies: Trade accounts receivable are uncollateralized customer obligations due under normal trade terms. Receivables are recorded based on the amounts invoiced to customers. Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.
The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s estimate of the amounts that will not be collected. Management provides for probable uncollectible amounts through a charge to bad-debt expense and a credit to the allowance for doubtful accounts based on historical collection trends and an assessment of the creditworthiness of current customers. The adequacy of the allowance for doubtful accounts is evaluated periodically through an individual assessment of potential losses on customer accounts giving particular emphasis to accounts with invoices more than 30 days past the due date. Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to trade accounts receivable. Recoveries on accounts previously written off are credited back to the allowance for doubtful accounts.
Method for Estimating Expected Credit Losses for Customer Receivables Using an Aging Schedule
SRM sells its services to a broad range of customers, primarily general contractors and construction companies. Customers typically are provided with payment terms of being payable upon receipt of the invoice. SRM has tracked historical loss information for its trade receivables and compiled historical credit loss percentages for different aging categories. Management believes that the historical loss information it has compiled is a reasonable basis on which to determine expected credit losses for trade receivables held at October 17, 2025, because the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers and its lending practices have not changed significantly over time).
Management developed this estimate based on its knowledge of past experience for which there were similar environments in the economy. As a result, management applied the applicable credit loss rates to determine the expected credit loss estimate for each payor category. Accordingly, the allowance for expected credit losses on October 17, 2025, and December 31, 2024, totaled $145,401 and $81,222, respectively.
Revenue recognition: The Companies recognize revenues in accordance with ASC Topic 606, Revenue from Contracts with Customers, which provides a five-step model for recognizing revenue from contacts with customers as follows:
| · | Identify the contract with a customer | |
| · | Identify the performance obligations in the contract | |
| · | Determine the transaction price | |
| · | Allocate the transaction price to the performance obligations in the contract | |
| · | Recognize revenue when or as performance obligations are satisfied |
The Companies’ revenues primarily consist of product sales of ready-mix concrete to its customers throughout Oklahoma. Results of operations are substantially affected by economic conditions, especially in the construction industry.
9
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Notes to Consolidated Financial Statements
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Note 1. | Nature of Operations and Significant Accounting Policies (Continued) |
Revenue recognition (continued): The Companies record revenue from sales or merchandise upon delivery of the goods to the customer, which is when the performance obligation is satisfied. These revenues are recognized at a point in time.
The transaction price is the amount of consideration to which the Companies expect to be entitled in exchange for transferring goods to the customer. Revenue is recorded based on the transaction price, which is considered fixed consideration. There is no variable consideration in the transactions between the Companies and their customers.
The timing of revenue recognition is consistent with the right to invoice and generally payment within 30 days. Payment terms and conditions for sales to customers vary based on the Companies’ assessment of individual customers as well as industry expectations. It is not the Companies’ standard business practice to offer extended payment terms longer than 90 days. Accordingly, the Companies have determined that a significant financing component generally does not exist.
The Companies exclude from revenue sales taxes and other government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers.
The Companies have generally provided assurance type warranties for their goods. The warranty only extends for a limited duration following the transfer of the goods. Historically, warranty claims have not resulted in material costs incurred. The Companies do not consider these warranties to be performance obligations.
Income taxes: SRM accounts for income taxes using the asset and liability approach to financial accounting and reporting for income taxes. The difference between the financial statement and tax basis of assets and liabilities is determined as part of the financial reporting process. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the period in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce deferred tax assets to the amounts that will more likely than not be realized. Income tax expense is the current tax provision for the period plus or minus the net change in the deferred tax assets and liabilities.
No provision for United States federal, state, or local income taxes has been provided for Sand or Leasing and its subsidiary, as members are individually liable for taxes on their proportionate share of the income or loss.
Management has evaluated the Companies’ tax positions and concluded that the Companies have taken no uncertain tax positions that require adjustment to the consolidated financial statements to comply with the provisions of this guidance.
Goodwill: In 2018, the Companies adopted Accounting Standards Update (ASU) No. 2014-02; Intangibles-Goodwill and Other (Topic 350). Accordingly, goodwill is not amortized and is tested for impairment in accordance with the general goodwill impairment guidance under Topic 350. Goodwill is tested for impairment at least annually, or more frequently if events or circumstances occur that indicate it is more likely than not that the fair value of the Companies is less than their carrying amount. If such events or circumstances are present, the estimated fair value of the Companies is compared to their carrying amount and an impairment loss is recognized for the excess of the carrying amount over fair value (if any), not to exceed the carrying amount of goodwill. No indicators of impairment of the Companies’ goodwill were identified or recognized during the period ended October 17, 2025, and year ended December 31, 2024.
Asset retirement obligations: The Companies recognize the fair value of an asset retirement obligation in the period in which it is incurred if a reasonable estimate of fair value can be made. The Companies determine the fair value of the asset retirement obligation by calculating the present value of the expected cash flows. The fair value of the liability is added to the carrying amount of the associated asset. As of October 17, 2025, and December 31, 2024, the Companies have no net amounts included in property and equipment for asset retirement obligations, as all such amounts have been fully depreciated in the year of recognition.
10
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Notes to Consolidated Financial Statements
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Note 1. | Nature of Operations and Significant Accounting Policies (Continued) |
Asset retirement obligations (continued): The retirement obligation will increase as production continues, including an adjustment for accretion related to the passage of time, until the obligation is settled.
The asset retirement obligation is adjusted annually for any liabilities incurred or settled during the period, accretion expense, and any revisions in estimated cash flows.
Advertising costs: The costs of advertising and promotion activities are expensed as they are incurred. Advertising expense was approximately $4,000 and $3,000 for the period ended October 17, 2025, and year ended December 31, 2024, respectively.
Concentration of risk: The Companies maintain cash deposits in financial institutions which, at times, may exceed the Federal Deposit Insurance Corporation insurance limit of $250,000. Federal deposit insurance corporation (FDIC) limits cover all traditional type deposit accounts up to $250,000. At October 17, 2025, approximately $771,000 exceeds the FDIC and other regulatory insured limits. The Companies have not experienced any losses in such accounts and do not believe they are exposed to any significant risk on cash.
Subsequent events: The Companies have evaluated subsequent events through March 18, 2026, which is the date the financial statements were available to be issued. There were no other subsequent events requiring recognition.
On October 18, 2025, the Company entered into an Equity and Asset Purchase and Contribution Agreement with Eagle Redi-Mix Concrete, LLC and related parties to sell substantially all of the Company’s operating assets and equity interests in certain subsidiaries. The consideration for the transaction consists of cash, equity interests in the purchaser’s parent entity, and the purchaser’s assumption of certain liabilities. The transaction occurred after October 17, 2025, balance sheet date and therefore has not been reflected in the accompanying financial statements as of and for the year then ended. Management evaluated the financial reporting effects of this transaction; however, those effects do not require adjustment to the historical amounts presented and will be reflected prospectively in periods after closing.
| Note 2. | Property and Equipment |
Property and equipment are summarized as follows:
| October 17, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Land and land improvements | $ | 7,816,428 | $ | 7,835,643 | ||||
| Buildings | 3,908,621 | 4,171,167 | ||||||
| Leasehold improvements | 100,000 | 100,000 | ||||||
| Machinery and equipment | 26,752,931 | 29,114,220 | ||||||
| Transportation equipment | 34,160,692 | 35,818,074 | ||||||
| Office equipment | 30,503 | 220,552 | ||||||
| Construction in-process | 318,261 | - | ||||||
| 73,087,436 | 77,259,656 | |||||||
| Less accumulated depreciation | (47,732,276 | ) | (49,813,186 | ) | ||||
| Net property and equipment | $ | 25,355,160 | $ | 27,446,470 | ||||
The Companies’ depreciation expense for the period ended October 17, 2025, and year ended December 31, 2024, was approximately $3,723,000 and $5,321,000, respectfully.
11
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Notes to Consolidated Financial Statements
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Note 3. | Income Taxes |
Net deferred tax assets and liabilities in the financial statements consist of the following at October 17, 2025, and December 31, 2024. All current and deferred tax provisions were a result of SRM operations. The subsidiaries’ results of operations are pass-through entities and therefore no deferred tax assets or liabilities are required to be provided.
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Intangible assets | $ | 1,115,146 | $ | 1,213,364 | ||||
| State tax credits | (177,271 | ) | (177,271 | ) | ||||
| Miscellaneous temporary differences | 49,583 | 49,583 | ||||||
| Valuation allowance | 993,107 | 502,919 | ||||||
| Total deferred tax asset | 1,980,565 | 1,588,595 | ||||||
| Deferred tax liabilities: | ||||||||
| Property and equipment basis differences | (1,980,565 | ) | (1,588,595 | ) | ||||
| Total deferred tax liabilities | (1,980,565 | ) | (1,588,595 | ) | ||||
| $ | - | $ | - | |||||
The provision for income taxes charged to operations for the period ended October 17, 2025, and year ended December 31, 2024, consist of the following:
| 2025 | 2024 | |||||||
| Current tax expense (benefit) | $ | 583,184 | $ | 581,181 | ||||
| Deferred tax benefit | 471,382 | 477,031 | ||||||
| Valuation allowance | (471,382 | ) | (477,031 | ) | ||||
| $ | 583,184 | $ | 581,181 | |||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate (21%) to pretax income for the period ended October 17, 2025, and year ended December 31, 2024, due to the following:
| 2025 | 2024 | |||||||
| Computed “expected” tax (expense) benefit | $ | 1,634,637 | $ | 1,029,512 | ||||
| Decrease (increase) in income taxes resulting from: | ||||||||
| Reverse non-controlling interest | (556,223 | ) | (221,540 | ) | ||||
| Permanent difference | 24,427 | 137,554 | ||||||
| State income taxes, net of federal tax benefit | - | 94,897 | ||||||
| Fuel tax and other credits applied | (37,094 | ) | (49,458 | ) | ||||
| Other | (11,181 | ) | 67,247 | |||||
| Change in valuation allowance | (471,382 | ) | (477,031 | ) | ||||
| $ | 583,184 | $ | 581,181 | |||||
12
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Notes to Consolidated Financial Statements
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Note 4. | Line of Credit |
SRM’s line of credit was renewed on July 16, 2024, with an available balance of $3,000,000. The line of credit matures July 30, 2026. The line carries a variable rate of interest (Prosperity Bank, N.A. Prime Rate) and requires a monthly interest payment based on outstanding borrowings. At October 17, 2025, and December 31, 2024, the line of credit had an outstanding balance of $0 and $137,955 and an interest rate of 7.25 percent. The line of credit is collateralized by all inventory, equipment, and general intangibles of the Companies in addition to being guaranteed by SRM, Sand and Leasing and its subsidiary and the individual stockholders and members.
| Note 5. | Long-Term Debt |
The Companies’ Long-term debt consists of the following at October 17, 2025, and December 31, 2024:
| 2025 | 2024 | |||||||
| Note payable to bank for $4,500,000, with interest at 4.75%, payable in monthly principal and interest installments of $63,225 beginning May 2018 and maturing April 2025. Collateralized by equipment. | $ | - | $ | 309,048 | ||||
| Note payable to Metro Ready Mix for $6,000,000, with interest at 3.5%, payable in monthly principal and interest installments of $80,639 beginning May 2018 and maturing April 2025. Guaranteed by owners of Company. | - | 320,217 | ||||||
| Note payable to Metro Ready Mix, LLC, for $2,500,000, with interest at 3.5%, payable in monthly principal and interest installments of $33,600 beginning May 2018 and maturing April 2025. Guaranteed by owners of Company. | - | 133,423 | ||||||
| Note payable to bank for $2,900,000, with interest at 3.75%, payable in monthly principal and interest installments of $53,155 beginning August 2020 and maturing July 2025. Collateralized by equipment. | - | 265,502 | ||||||
| Note payable to bank for $669,327, with interest at 1.90%, payable in monthly principal and interest installments of $11,703 beginning August 2020 and maturing July 2025. Guaranteed by owners of Company. | - | 81,260 | ||||||
| Note payable to bank for $2,500,000, with interest at 3.5%, payable in monthly principal and interest installments of $73,319 beginning March 2022 and maturing March 2025. Collateralized by equipment. | - | 219,706 | ||||||
13
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Notes to Consolidated Financial Statements
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Note 5. | Long-Term Debt (Continued) |
| 2025 | 2024 | |||||||
| Note payable to equipment financing company for $419,300, with interest at 3.99% payable in monthly principal and interest installments of $9,466 beginning September 2024 and maturing August 2028. Collateralized by equipment. | $ | - | $ | 387,025 | ||||
| Note payable to equipment financing company for $281,015, with interest at 0%, payable in monthly principal and interest installments of $7,807 beginning March 2024 and maturing February 2027. Collateralized by equipment. | - | 218,567 | ||||||
| Note payable to bank for $3,000,000, with interest at 8%, payable in monthly principal and interest installments of $94,154 beginning April 2024 and maturing March 2027. Collateralized by equipment. | - | 989,062 | ||||||
| Note payable to equipment financing company for $766,651 with interest at 5.99%, payable in monthly principal and interest installments of $14,818 beginning April 2024 and maturing March 2029. Collateralized by equipment. | - | 742,854 | ||||||
| Note payable to equipment financing company for $537,971 with interest at 5.99%, payable in monthly principal and interest installments of $10,398 beginning April 2024 and maturing March 2029. Collateralized by equipment. | - | 521,272 | ||||||
| $ | - | $ | 4,187,936 | |||||
| Current maturities | - | 2,733,501 | ||||||
| Long-term maturities | - | 1,454,435 | ||||||
| Note 6. | Leases |
The Companies lease the majority of their plant locations for various terms under operating lease agreements. The leases expire at various dates through 2028. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties.
14
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Notes to Consolidated Financial Statements
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Note 6. | Leases (continued) |
| Right-of-use assets: | ||||
| January 1, 2025 | $ | 1,305,300 | ||
| Lease cancellation | (781,208 | ) | ||
| Amortization | (99,486 | ) | ||
| Total lease assets | $ | 424,606 | ||
| Liabilities: | ||||
| January 1, 2025 | $ | 1,305,300 | ||
| Lease payments | (102,500 | ) | ||
| Lease cancellation | (781,208 | ) | ||
| Interest accretion | 3,014 | |||
| Total lease liabilities | $ | 424,606 | ||
| Lease cost at October 17, 2025 | $ | 424,606 | ||
| Operating cash flows for lease | $ | 99,486 | ||
| Reamaining lease term | 4 Years | |||
| Discount rate | 4.36% - 4.41% |
Pursuant to the terms of the Companies’ lease agreements in effect at January 1, 2024, the following table summarized the Companies’ maturities of lease liabilities as of October 17, 2025:
| 2025 | 35,000 | |||
| 2026 | 150,000 | |||
| 2027 | 150,000 | |||
| 2028 | 137,500 | |||
| Total Lease Payments | 472,500 | |||
| Less: imputed interest | (47,894 | ) | ||
| Present value of lease liabilities | 424,606 | |||
| Less: current obligations under leases | (145,818 | ) | ||
| Total | $ | 278,788 |
| Note 7. | Asset Retirement Obligations |
Asset retirement obligations for the Companies result primarily from the acquisition, development, and/or normal use of stone and sand manufacturing plants and include the reclamation of site damage created during production operations, as well as subsequent removal of plant equipment. Reconciliation of the asset retirement obligation liability is as follows at October 17, 2025, and December 31, 2024:
| 2025 | 2024 | |||||||
| Balance at beginning of year | $ | 50,000 | 50,000 | |||||
| Accretion expense | - | - | ||||||
| Balance at end of year | $ | 50,000 | $ | 50,000 | ||||
15
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Notes to Consolidated Financial Statements
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Note 8. | Related-Party Transactions |
Transactions with companies under common ownership include the following at December 31:
| 2025 | 2024 | |||||||
| Accounts receivable | ||||||||
| Schwarz Paving Company, Inc. | $ | 212,527 | $ | 156,600 | ||||
| Revenues received from: | ||||||||
| Schwarz Asphalt Company, Inc. | $ | 284,116 | $ | 176 | ||||
| Schwarz Paving Company, Inc. | 2,886,016 | 2,646,070 | ||||||
| $ | 3,170,132 | $ | 2,646,246 | |||||
The Companies have unsecured notes payable to individual shareholders and members. These notes were renewed October 17, 2025, and mature on December 31, 2027. Interest accrues at 7% and is payable annually with all outstanding principal and interest due at maturity. The notes’ balance was $2,147,000 and $8,263,000 at October 17, 2025, and December 31, 2024, respectively. Interest expense related to the notes was $187,446 and $599,118 for the period ended October 17, 2025, and year ended December 31, 2024, respectively.
| Note 9. | Variable Interest Entities |
The Consolidations Topic of the FASB Accounting Standards Codification establishes standards for identifying a variable interest entity and for determining under what circumstances a variable interest entity (VIE) should be consolidated with its primary beneficiary. This topic requires a variable interest entity to be consolidated by a company if that company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or receive benefits from the VIE that could potentially be significant to the VIE.
SRM Leasing, LLC and subsidiary and Schwarz Sand, LLC are considered VIEs and SRM the primary beneficiary under the requirements of Accounting Standards Codification 810, Consolidation (ASC 810). An entity with a controlling interest in a VIE is generally deemed to be its primary beneficiary.
Leasing’s revenues are derived substantially from SRM through leasing arrangements. SRM and Leasing are co-borrowers on Leasing’s primary long-term debt obligations totaling $265,502 and $978,970 at October 17, 2025, and December 31, 2024, respectively. There is subordinated financial support of Leasing through loans from common owners totaling $1,550,000 and $2,000,000 at October 17, 2025, and December 31, 2024, respectively. Furthermore, there is an implicit agreement that SRM will provide financial support to Leasing in order for Leasing to fund debt services obligations and operations. Based on these factors SRM has determined Leasing meets the definition of a VIE and SRM is its primary beneficiary.
Sand’s revenues are derived substantially from SRM through the sale of its product. SRM and Sand are co-borrowers on a $3,000,000 line-of-credit facility at October 17, 2025, and December 31, 2024. There is subordinated financial support of Sand through loans from common owners totaling $3,000,000 at October 17, 2025, and December 31, 2024, respectively. Furthermore, there is an implicit agreement that SRM will provide financial support to Sand in order for it to fund operations. Based on these factors SRM has determined Sand meets the definition of a VIE and SRM is its primary beneficiary.
Although SRM does not hold equity interests in Leasing or Sand, SRM is required to consolidate Leasing and Sand under ASC 810. Leasing and Sand are organized as limited liability companies. The member’s equity in Leasing and Sand is reflected as non-controlling interests in the consolidated financial statements and the net income of Leasing and Sand is allocated to the non-controlling interests.
16
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Notes to Consolidated Financial Statements
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Note 9. | Variable Interest Entities (Continued) |
Summarized financial information for Leasing and its subsidiary and Sand before consolidating entries, as of October 17, 2025, is as follows:
| Schwarz Sand, LLC | SRM Leasing, LLC and Subsidiary | |||||||
| Cash | $ | 26,960 | $ | 4,224 | ||||
| Accounts receivable, net | 616,618 | 1,707,959 | ||||||
| Other current assets | 599,304 | 53,530 | ||||||
| Property and equipment, net | 7,381,452 | 10,887,677 | ||||||
| $ | 8,624,334 | $ | 12,653,390 | |||||
| Accounts payable | $ | 7,512,235 | $ | - | ||||
| Accrued expenses | 49,546 | - | ||||||
| Long-term debt | - | - | ||||||
| Asset retirement obligation | 50,000 | - | ||||||
| $ | 7,611,781 | $ | - | |||||
| Members’ equity | 1,012,553 | 12,653,390 | ||||||
| Total liabilities and members’ equity | $ | 8,624,334 | $ | 12,653,390 | ||||
And as of December 31, 2024, is as follows:
| Schwarz Sand, LLC | SRM Leasing, LLC and Subsidiary | |||||||
| Cash | $ | - | $ | 1,566,665 | ||||
| Accounts receivable, net | 421,256 | 3,500 | ||||||
| Other current assets | 384,648 | 103,705 | ||||||
| Property and equipment, net | 8,113,846 | 11,946,837 | ||||||
| $ | 8,919,750 | $ | 13,620,707 | |||||
| Accounts payable | $ | 4,915,628 | $ | 67,789 | ||||
| Accrued expenses | 338,374 | 1,254,563 | ||||||
| Long-term debt | 3,576,139 | 1,550,000 | ||||||
| Asset retirement obligation | 50,000 | - | ||||||
| $ | 8,880,141 | $ | 2,872,352 | |||||
| Members’ equity | 39,609 | 10,748,355 | ||||||
| Total liabilities and members’ equity | $ | 8,919,750 | $ | 13,620,707 | ||||
17
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Notes to Consolidated Financial Statements
Period Ended October 17, 2025, and Year Ended December 31, 2024
| Note 10. | Employee Benefit Plan |
The Companies’ employees may participate in a defined contribution retirement plan with features under section 401(k) of the Internal Revenue Code through the multiple employer plan entitled Schwarz Paving Co., Inc. 401(k) Savings Plan. Employees who have completed three months of service and are 18 years of age are eligible to participate in the plan.
The Companies may make discretionary matching contributions as well as profit sharing contributions. Employees must complete 1,000 hours of service and be employed on the last day of the year to receive a profit-sharing contribution. Discretionary matching contributions were approximately $400,000 and $573,000 for the period ended October 17, 2025, and year ended December 31, 2024. No profit-sharing contributions were made for the period ended October 17, 2025, and year ended December 31, 2024.
18
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Supplementary Information
Consolidating Balance Sheets and Statements of Operations
For the Period Ended October 17, 2025, and Year Ended December 31, 2024
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Consolidated Balance Sheets
October 17, 2025
| Schwarz Ready Mix | Schwarz Sand, LLC | SRM Leasing LLC and Subsidiary | Eliminating | Total | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash | $ | 979,021 | $ | 26,960 | $ | 4,224 | $ | - | $ | 1,010,205 | ||||||||||
| Accounts receivable, net of allowance for doubtful accounts | 17,762,739 | 616,618 | 1,707,959 | (9,144,270 | ) | 10,943,046 | ||||||||||||||
| Inventory | 3,037,930 | 556,439 | - | - | 3,594,369 | |||||||||||||||
| Prepaid expenses | 127,903 | 42,865 | 53,530 | - | 224,298 | |||||||||||||||
| Total current assets | 21,907,593 | 1,242,882 | 1,765,713 | (9,144,270 | ) | 15,771,918 | ||||||||||||||
| Other long-term assets | 20,000 | - | - | - | 20,000 | |||||||||||||||
| Goodwill | 5,453,386 | - | - | - | 5,453,386 | |||||||||||||||
| Right-of-use assets | 424,606 | - | - | - | 424,606 | |||||||||||||||
| Property and equipment, net | 7,086,031 | 7,381,452 | 10,887,677 | - | 25,355,160 | |||||||||||||||
| Total long-term assets | 12,984,023 | 7,381,452 | 10,887,677 | - | 31,253,152 | |||||||||||||||
| Total assets | $ | 34,891,616 | $ | 8,624,334 | $ | 12,653,390 | $ | (9,144,270 | ) | $ | 47,025,070 | |||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Accounts payable | $ | 7,368,089 | $ | 7,512,235 | $ | - | $ | (9,144,270 | ) | $ | 5,736,054 | |||||||||
| Accrued expenses | 395,360 | 49,546 | - | - | 444,906 | |||||||||||||||
| Income taxes payable | 579,527 | - | - | - | 579,527 | |||||||||||||||
| Customer deposits | - | - | - | - | - | |||||||||||||||
| Line of credit | - | - | - | - | - | |||||||||||||||
| Current maturities of lease liabilities | 145,818 | - | - | - | 145,818 | |||||||||||||||
| Current maturities of long-term debt | - | - | - | - | - | |||||||||||||||
| Total current liabilities | 8,488,794 | 7,561,781 | - | (9,144,270 | ) | 6,906,305 | ||||||||||||||
| Long-term liabilities: | ||||||||||||||||||||
| Asset retirement obligation | - | 50,000 | - | - | 50,000 | |||||||||||||||
| Notes payable to shareholders and members | 2,147,000 | - | - | - | 2,147,000 | |||||||||||||||
| Long-term lease liabilities | 278,788 | - | - | - | 278,788 | |||||||||||||||
| Long-term debt, net of current maturities | - | - | - | - | - | |||||||||||||||
| Total long-term liabilities | 2,425,788 | 50,000 | - | - | 2,475,788 | |||||||||||||||
| Total liabilities | 10,914,582 | 7,611,781 | - | (9,144,270 | ) | 9,382,093 | ||||||||||||||
| Stockholders’ Equity | ||||||||||||||||||||
| Common stock - $1 par value, 100,000 authorized shares; 1,000 shares issued and outstanding | 1,000 | - | - | - | 1,000 | |||||||||||||||
| Retained earnings | 23,976,034 | - | - | - | 23,976,034 | |||||||||||||||
| Members capital | - | 1,012,553 | 12,653,390 | (13,665,943 | ) | - | ||||||||||||||
| Total stockholders’ equity - Schwarz Ready Mix | 23,977,034 | 1,012,553 | 12,653,390 | (13,665,943 | ) | 23,977,034 | ||||||||||||||
| Noncontrolling interests | - | - | - | 13,665,943 | 13,665,943 | |||||||||||||||
| Total equity | 23,977,034 | 1,012,553 | 12,653,390 | - | 37,642,977 | |||||||||||||||
| Total liabilities and stockholders’ equity | $ | 34,891,616 | $ | 8,624,334 | $ | 12,653,390 | $ | (9,144,270 | ) | $ | 47,025,070 | |||||||||
See notes to consolidated financial statements.
19
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Consolidated Balance Sheets
December 31, 2024
| Schwarz Ready Mix | Schwarz Sand, LLC | SRM Leasing LLC and Subsidiary | Eliminating | Total | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash | $ | 2,106,127 | $ | - | $ | 1,566,665 | $ | - | $ | 3,672,792 | ||||||||||
| Accounts receivable, net of allowance for doubtful accounts | 15,493,116 | 421,256 | 3,500 | (4,792,292 | ) | 11,125,580 | ||||||||||||||
| Inventory | 3,036,864 | 383,226 | - | - | 3,420,090 | |||||||||||||||
| Prepaid expenses | 550,559 | 1,422 | 103,705 | - | 655,686 | |||||||||||||||
| Total current assets | 21,186,666 | 805,904 | 1,673,870 | (4,792,292 | ) | 18,874,148 | ||||||||||||||
| Other long-term assets | 20,000 | - | - | - | 20,000 | |||||||||||||||
| Goodwill | 5,453,386 | - | - | - | 5,453,386 | |||||||||||||||
| Right-of-use assets | 1,305,300 | - | - | - | 1,305,300 | |||||||||||||||
| Property and equipment, net | 7,385,787 | 8,113,846 | 11,946,837 | - | 27,446,470 | |||||||||||||||
| Total long-term assets | 14,164,473 | 8,113,846 | 11,946,837 | - | 34,225,156 | |||||||||||||||
| Total assets | $ | 35,351,139 | $ | 8,919,750 | $ | 13,620,707 | $ | (4,792,292 | ) | $ | 53,099,304 | |||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Accounts payable | $ | 4,906,361 | $ | 4,915,628 | $ | 67,789 | $ | (4,792,292 | ) | $ | 5,097,486 | |||||||||
| Accrued expenses | 799,571 | 21,830 | - | - | 821,401 | |||||||||||||||
| Income taxes payable | 546,344 | - | - | - | 546,344 | |||||||||||||||
| Customer deposits | 3,240,302 | - | - | - | 3,240,302 | |||||||||||||||
| Line of credit | 137,955 | - | - | - | 137,955 | |||||||||||||||
| Current maturities of lease liabilities | 136,225 | - | - | - | 136,225 | |||||||||||||||
| Current maturities of long-term debt | 1,162,394 | 316,544 | 1,254,563 | - | 2,733,501 | |||||||||||||||
| Total current liabilities | 10,929,152 | 5,254,002 | 1,322,352 | (4,792,292 | ) | 12,713,214 | ||||||||||||||
| Long-term liabilities: | ||||||||||||||||||||
| Asset retirement obligation | - | 50,000 | - | - | 50,000 | |||||||||||||||
| Notes payable to shareholders and members | 3,863,000 | 2,850,000 | 1,550,000 | - | 8,263,000 | |||||||||||||||
| Long-term lease liabilities | 1,169,075 | - | - | - | 1,169,075 | |||||||||||||||
| Long-term debt, net of current maturities | 728,296 | 726,139 | - | - | 1,454,435 | |||||||||||||||
| Total long-term liabilities | 5,760,371 | 3,626,139 | 1,550,000 | - | 10,936,510 | |||||||||||||||
| Total liabilities | 16,689,523 | 8,880,141 | 2,872,352 | (4,792,292 | ) | 23,649,724 | ||||||||||||||
| Stockholders’ Equity | ||||||||||||||||||||
| Common stock - $1 par value, 100,000 authorized shares; 1,000 shares issued and outstanding | 1,000 | - | - | - | 1,000 | |||||||||||||||
| Retained earnings | 18,660,616 | - | - | - | 18,660,616 | |||||||||||||||
| Members capital | - | 39,609 | 10,748,355 | (10,787,964 | ) | - | ||||||||||||||
| Total stockholders’ equity - Schwarz Ready Mix | 18,661,616 | 39,609 | 10,748,355 | (10,787,964 | ) | 18,661,616 | ||||||||||||||
| Noncontrolling interests | - | - | - | 10,787,964 | 10,787,964 | |||||||||||||||
| Total equity | 18,661,616 | 39,609 | 10,748,355 | - | 29,449,580 | |||||||||||||||
| Total liabilities and stockholders’ equity | $ | 35,351,139 | $ | 8,919,750 | $ | 13,620,707 | $ | (4,792,292 | ) | $ | 53,099,304 | |||||||||
See notes to consolidated financial statements.
20
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Consolidated Statements of Operations
Period Ended October 17, 2025
| Schwarz Ready Mix | Schwarz Sand, LLC | SRM Leasing LLC and Subsidiary | Eliminating | Total | ||||||||||||||||
| Revenues earned | $ | 73,134,853 | $ | 5,587,596 | $ | 3,089,193 | $ | (6,381,140 | ) | $ | 75,430,502 | |||||||||
| Cost of revenues earned | 64,564,943 | 4,678,438 | 1,125,992 | (6,316,790 | ) | 64,052,583 | ||||||||||||||
| Gross profit | 8,569,910 | 909,158 | 1,963,201 | (64,350 | ) | 11,377,919 | ||||||||||||||
| General and administrative expenses | 2,949,854 | 194,567 | 15,912 | (64,350 | ) | 3,095,983 | ||||||||||||||
| Income from operations | 5,620,056 | 714,591 | 1,947,289 | - | 8,281,936 | |||||||||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest expense | (187,446 | ) | (149,441 | ) | (29,596 | ) | - | (366,483 | ) | |||||||||||
| Gain (loss) on sale of assets | 401,994 | 404,458 | (26,015 | ) | - | 780,437 | ||||||||||||||
| Other income | 63,998 | 3,336 | 13,357 | - | 80,691 | |||||||||||||||
| 278,546 | 258,353 | (42,254 | ) | - | 494,645 | |||||||||||||||
| Net income before income taxes | 5,898,602 | 972,944 | 1,905,035 | - | 8,776,581 | |||||||||||||||
| Income tax expense | (583,184 | ) | - | - | - | (583,184 | ) | |||||||||||||
| Net income - consolidated | 5,315,418 | 972,944 | 1,905,035 | - | 8,193,397 | |||||||||||||||
| Net income (loss) attributable to noncontrolling interests | - | 972,944 | 1,905,035 | - | 2,877,979 | |||||||||||||||
| Net income - Schwarz Ready Mix | $ | 5,315,418 | $ | - | $ | - | $ | - | $ | 5,315,418 | ||||||||||
See notes to consolidated financial statements.
21
SRM, Inc. dba Schwarz Ready Mix and Subsidiaries
Consolidated Statements of Operations
Years Ended December 31, 2024
| Schwarz Ready Mix | Schwarz Sand, LLC | SRM Leasing LLC and Subsidiary | Eliminating | Total | ||||||||||||||||
| Revenues earned | $ | 91,904,864 | $ | 4,898,406 | $ | 4,203,458 | $ | (6,391,888 | ) | $ | 94,614,840 | |||||||||
| Cost of revenues earned | 82,305,363 | 5,436,260 | 1,990,252 | (6,306,088 | ) | 83,425,787 | ||||||||||||||
| Gross profit | 9,599,501 | (537,854 | ) | 2,213,206 | (85,800 | ) | 11,189,053 | |||||||||||||
| General and administrative expenses | 4,948,167 | 126,777 | 22,456 | (85,800 | ) | 5,011,600 | ||||||||||||||
| Income from operations | 4,651,334 | (664,631 | ) | 2,190,750 | - | 6,177,453 | ||||||||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest expense | (441,786 | ) | (251,345 | ) | (268,346 | ) | - | (961,477 | ) | |||||||||||
| Gain (loss) on sale of assets | 48,500 | 23,583 | 6,000 | - | 78,083 | |||||||||||||||
| Other income | 134,780 | 1,612 | 17,328 | - | 153,720 | |||||||||||||||
| (258,506 | ) | (226,150 | ) | (245,018 | ) | - | (729,674 | ) | ||||||||||||
| Net income before income taxes | 4,392,828 | (890,781 | ) | 1,945,732 | - | 5,447,779 | ||||||||||||||
| Income tax expense | (581,181 | ) | - | - | - | (581,181 | ) | |||||||||||||
| Net income - consolidated | 3,811,647 | (890,781 | ) | 1,945,732 | - | 4,866,598 | ||||||||||||||
| Net income (loss) attributable to noncontrolling interests | - | (890,781 | ) | 1,945,732 | - | 1,054,951 | ||||||||||||||
| Net income - Schwarz Ready Mix | $ | 3,811,647 | $ | - | $ | - | $ | - | $ | 3,811,647 | ||||||||||
See notes to consolidated financial statements.
22
FAQ
What did Haymaker Acquisition Corp. 4 (HYAC) announce regarding its business combination with Suncrete?
How large was the PIPE investment in the Suncrete–HYAC transaction and what securities were issued?
What redemptions occurred in connection with the Haymaker Acquisition Corp. 4 SPAC merger?
How is control structured at Suncrete Inc. after the HYAC transaction?
What are the key debt facilities supporting Suncrete Inc. after the business combination?
Did Suncrete Inc. change auditors as part of the de-SPAC process?
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