Suncrete, Inc. SEC Filings

Suncrete, Inc. reports a small shell-stage loss while completing a transformative series of deals around its SPAC business combination. For the quarter ended March 31, 2026, it generated no revenue, recorded a net loss of $31,000 and had $0 cash with a working capital deficit of $62,519.

The April 8, 2026 business combination with Haymaker and Concrete Partners Holding repositions Suncrete as an operating construction materials platform, accounted for as a reverse recapitalization. The company closed or agreed to several large ready-mix concrete acquisitions in Oklahoma, Texas and Louisiana, funded with substantial cash, stock and earnouts alongside an amended credit facility with a $205 million term loan and $25 million revolver.

Suncrete, Inc. reported strong top-line growth but a swing to loss for Q1 2026. Revenues rose 64% to $61,829 thousand from $37,739 thousand, driven by higher ready-mix concrete volumes, which increased 58% year over year. Net results shifted to a loss of $1,748 thousand from income of $1,067 thousand, as selling, general and administrative expenses and interest costs grew significantly.

Adjusted EBITDA increased to $10,171 thousand from $8,119 thousand, while Supplemental Adjusted EBITDA rose to $10,871 thousand from $8,775 thousand, though margins narrowed. Management introduced 2026 guidance, projecting Adjusted EBITDA between $68,200 thousand and $92,800 thousand and Supplemental Adjusted EBITDA between $71,400 thousand and $96,000 thousand, incorporating recent Texas and Louisiana acquisitions. The company also highlighted its recent Nasdaq listing and ongoing acquisition-focused growth strategy across the Sunbelt.

Suncrete, Inc. filed an amended current report to add audited financial statements for its acquired business, Hope Concrete, LLC, and related pro forma results. Hope Concrete reported 2025 net sales of $56.6 million, down from $70.7 million in 2024, with 2025 net income of $0.6 million versus $3.7 million a year earlier. As of December 31, 2025, Hope Concrete had total assets of $69.5 million, liabilities of $44.0 million, and member’s equity of $25.6 million. Operating cash flow for 2025 was $1.3 million, while investing activities used $5.9 million, largely for capital spending and related-party receivables, and financing activities provided $1.8 million mainly from new debt.

Suncrete, Inc. filed an amended report to add full financials for its recent Nelson Bros. Ready Mix acquisition and show how multiple deals affect the combined company. The filing includes audited 2025 and 2024 results for Nelson Bros. and detailed pro forma statements.

Nelson Bros. generated 2025 sales of $102.5 million, down from $143.9 million in 2024, and reported a 2025 net loss of $2.0 million. Pro forma 2025 results for Suncrete, reflecting the SPAC merger, Thunder, Hope Concrete, and Nelson Bros. acquisitions, show combined revenue of $429.4 million and a net loss of $20.3 million, or $0.27 per share.

Suncrete, Inc. is registering 52,299,704 shares of Class A common stock and 473,800 warrants in a mixed primary and resale offering. Most shares are being registered for resale by existing holders, while the company would only receive cash proceeds if the 473,800 warrants are exercised, generally at $11.50 per share. The Class A shares covered here, including those issuable from Class B stock, warrants, pre-funded warrants, preferred stock and Holdco rollover securities, represent about 70.1% of total fully diluted common stock as of May 5, 2026. Suncrete operates a ready-mix concrete logistics platform across Oklahoma, Arkansas, Texas and Louisiana and has recently expanded through multiple Sunbelt acquisitions following its business combination with SPAC Haymaker Acquisition Corp. 4.

Suncrete, Inc., through its subsidiary Hope Concrete, completed the acquisition of Nelson Bros. Ready Mix, LLC and R & R Trucking LLC in Texas. The deal consideration includes $42.3 million in net cash at closing and 1,296,456 shares of Class A common stock issued to the sellers.

The sellers may also receive an additional contingent earnout of up to $18.0 million, based on a trailing twelve-month materials spread target measured over a five-year period, with up to half of any earnout payable in Suncrete stock. Nelson Bros. operates nine ready-mix plants and 124 mixer trucks across eight North Texas markets, expanding Suncrete’s Hope Concrete platform around Dallas–Fort Worth.

FMR LLC reports beneficial ownership of 7,031,965 shares of Suncrete Inc. Class A common stock, representing 15.0% of the class as of 04/30/2026. The filing states FMR LLC has sole voting power and sole dispositive power over the 7,031,965 shares. The filing notes other persons may have rights to dividends or sale proceeds but no other person holds more than 5%.

Suncrete, Inc. issued 259,291 shares of Class A common stock in connection with acquiring a ready-mix company. This stock issuance serves as part of the purchase price for the deal.

The acquisition agreement also includes an earnout of up to $10 million, which Suncrete may, at its sole discretion, pay in cash or by issuing additional Class A shares based on a future average closing stock price, subject to stated limitations. Both the closing-share issuance and any future earnout-related share issuances rely on private offering exemptions under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.