Suncrete, Inc 8-K/A, filed May 20, 2026

About this 8-K/A

Items reported

Suncrete, Inc. (RMIX)

8-K/A 2026-05-20 For: 2026-05-06

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Added on May 20, 2026

Suncrete, Inc filed this 8-K/A on May 20, 2026, reporting on events of May 6, 2026.

SUNCRETE, INC.

Date: May 20, 2026

/s/ Randall Edgar

Randall Edgar

Chief Executive Officer

Item 9.01: Financial statements and exhibits

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Exhibit No.		Description

99.1		Unaudited financial statements of Nelson Bros. Ready Mix, Ltd. and accompanying notes related thereto as of and for the three months ended March 31, 2026 and 2025.

99.2		Unaudited pro forma condensed combined financial information of Suncrete, Inc. and accompanying notes related thereto as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


	Page

Independent Accountant’s Review Report on the March 31, 2026 Interim Consolidated Financial Statements and Independent Accountant’s Compilation Report on the March 31, 2025 Interim Financial Statements		1-2

Financial Statements:

Balance Sheets (Unaudited)		3

Statements of Income (Loss) and Changes in Partners’ Capital (Unaudited)		4

Statements of Cash Flows (Unaudited)		5

Notes to Financial Statements (Unaudited)		6-15


	Reviewed 2026		Compiled 2025
ASSETS
Current assets:
Cash and cash equivalents - unrestricted	$	1,376,907	$	3,068,525
Cash and cash equivalents - restricted		1,940,486		—
Accounts receivable:
Trade, net		4,869,963		11,093,236
Related parties		20,656,498		15,653,318
Other receivables		10		4,591,821
Inventory		1,909,844		2,737,364
Prepaid expenses		2,555,1 15		1,018,320

Total current assets		33,308,823		38,162,584

Other assets:
Property and equipment, net		28,357,503		32,304,677
Right-Of-use assets, net		1 13,076		838,1 96
Other assets		604,188		36,000

Total other assets		29,074,767		33,178,873

Total assets	$	62,383,590	$	71,341,457

LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable - trade	$	11,925,189	$	22,429,101
Accounts payable - related parties		2,881,760		6,537,072
Accrued expenses		3,426,824		1,409,523
Other current liabilities		1,839,323		1,839,323
Line of credit		4,341,233		10,945,626
Current portion of operating lease liability		54,310		719,470
Current portion of notes payable, net of deferred loan costs		1,61 ,830		626,327
Notes payable - related parties		—		4,454,884

Total current liabilities		25,630,469		48,961,326

Long-term liabilities:
Operating lease liability, net of current portion		86,035		169,298
Notes payable, net of current portion and deferred loan costs		21,952,059		7,418,926

Total long-term liabilities		22,038,094		7,588,224

Total liabilities		47,668,563		56,549,550
Partners’ capital		14,715,027		14,791,907

Total liabilities and partners’ capital	$	62,383,590	$	71,341,457


	Reviewed 2026			Compiled 2025
Sales	$	15,456,534		$	27,805,492
Cost of sales		15,702,953			24,967,449

Gross profit from operations		(246,419	)		2,838,043
General and administrative expenses		1,488,201			1,673,387

Income (loss) from operations		(1,734,620	)		1,164,656

Other income (expense):
Other income		2,080			—
Gain on disposal of property and equipment		433,471			—
Interest expense		(793,452	)		(361,799	)

Total other income (expense)		(357,901	)		(361,799	)

Net income (loss) before state income tax expense		(2,092,521	)		802,857
State income tax expense		—			90,000

Net income (loss)		(2,092,521	)		712,857
Partner’s capital, January 1		16,838,626			14,079,050
Distributions to partners		(31,078	)		—

Partner’s capital, March 31	$	14,715,027		$	14,791,907


	Reviewed 2026			Compiled 2025
Cash flows from operating activities:
Net income (loss)	$	(2,092,521	)	$	712,857
Adjustments to reconcile net income (loss) to net cash from operating activities:
Amortization of debt issuance costs		62,044			—
Depreciation		896,289			1,000,000
Gain on disposal of property and equipment		(433,471	)		—
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable - trade		(3,072,004	)		(2,612,952	)
Accounts receivable - related-party		460,722			(4,852,686	)
Other receivables		(133,877	)		45,407
Inventory		403,833			(587,151	)
Prepaid expenses		(614,612	)		(662,389	)
Increase (decrease) in:
Accounts payable - trade		3,459,142			6,335,345
Accounts payable - related-party		474,339			6,625,880
Accrued expenses		1,253,904			(406,319	)

Net cash provided by operating activities		663,788			5,597,992

Cash flows from investing activities:
Proceeds from the sale of property and equipment		500,000			—
Additional investment in captive insurance company		(568,188	)		—

Net cash used by investing activities		(68,188	)		—

Cash flows from financing activities:
Distributions to partners		(31,078	)		—
Proceeds from line of credit		20,815,468			—
Payments on line of credit		(21,746,813	)		—
Note payable repayments		(643,546	)		(4,578,519	)
Note payable - related parties repayments		—			(72,461	)

Net cash used by financing activities		(1,574,891	)		4,650,980

Net increase (decrease) in cash and cash equivalents		(979,291	)		947,012
Cash and cash equivalents, January 1		4, 296,684			2,121,513

Cash and cash equivalents, March 31	$	3,317,393		$	3,068,525

Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest	$	633,625		$	361 742

State income taxes	$	—		$	90,000


	Estimated
Asset	Useful Life
Furniture and fixtures		5-7 years
Office equipment		3 years
Machinery and equipment		3-15 years
Vehicles and trailers		5 years
Buildings and improvements		7-30 years


	2026			2025
Furniture and fixtures	$	46,561		$	46,561
Office equipment		274,162			289,869
Machinery and equipment		6,568,417			6,568,417
Vehicles and trailers		29,411,766			32,858,838
Buildings and improvements		20,900,234			20,900,234
Construction in progress		854.506			854,506

Total		58,055,646			61,518,425
Less accumulated depreciation		(29.698,143	)		(29.213.748	)

Property and equipment, net	$	28,357,503		$	32,304,677


	2026		2025
Original investment	$	36,000	$	36,000
Security collateral deposit		568,188		—

Total investment	$	604,188	$	36,000


Year Ending	Principal		Loan Cost
December 31,	Payment		Amortization			Total
2026	$	1,347,961	($	186,131	)	$	1,161,830
2027		2,234,059		(248,175	)		1,985,884
2028		2,499,177		( 248,175	)		2,251,002
2029		2,810,540		( 248,175	)		2,562,365
2030		3,152,848		( 190,673	)		2,962,175
2031		3,536,846		—			3,536,846
2032		8,615,929		—			8.615,929

Totals	$	24,197,360	($	1,121,329	)	$	23,076,031


				Historical				Transaction Accounting Adjustments
(In $000’s)	Suncrete Pro Forma (z)			Hope Concrete		Nelson Bros.		Conforming and Reclassifications				Hope Concrete and Nelson Bros. Acquisitions				Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	170,492		$	441	$	1,377	$	—			$	(67,411	)	(c)	$	59,899
													(45,000	)	(d)
Restricted cash		—			—		1,940		—				—				1,940
Accounts receivable, net		35,127			7,318		4,870		216		(a)		—				69,085
									20,656		(b)
									898		(a)
Accounts receivable – related party		—			898		20,656		(20,656	)	(b)		—				—
									(898	)	(a)
Other receivables		—			216		—		(216	)	(a)		—				—
Inventory		9,187			1,327		1,910		—				—				12,424
Prepaid expenses		—			1,105		2,555		(1,105	)	(a)		—				—
									(2,555	)	(b)
Other current assets		8,330			—		—		1,105		(a)		9,034		(x)		21,024
									2,555		(b)

Total current assets		223,136			11,305		33,308		—				(103,377	)			164,372
Property, plant and equipment:
Property, plant and equipment, at cost		169,953			—		—		26,950		(a)		(26,950	)	(e)		267,139
									58,056		(b)		53,227		(e)
													(58,056	)	(f)
													43,959		(f)
Less: accumulated depreciation		(20,447	)		—		—		(9,586	)	(a)		9,586		(e)		(20,447	)
									(29,698	)	(b)		29,698		(f)

Property, plant and equipment, net		149,506			—		—		45,722				51,464				246,692

Property and equipment, net		—			17,364		28,358		(17,364	)	(a)		—				—
									(28,358	)	(b)
Accounts and notes receivable – related party		—			7,216		—		(7,216	)	(a)		—				—
Goodwill		79,505			28,060		—		—				(28,060	)	(g)		79,505
Customer relationships, net		69,247			—		—		—				10,742		(h)		88,861
													8,872		(i)
Trade name		24,800			—		—		—				5,177		(j)		34,253
													4,276		(k)
Right-to-use assets, net		—			5,782		113		—				—				5,895
Investment in captive insurance company		—			1,287		—		(1,287	)	(a)		—				—
Other assets		—			—		604		(604	)	(b)		—				—
Other noncurrent assets, net		7,363			—		—		7,216		(a)		—				16,470
									1,287		(a)
									604		(b)

Total assets	$	553,557		$	71,014	$	62,383	$	—			$	(50,906	)		$	636,048


Current liabilities:
Accounts payable	$	15,491		$	5,312	$	11,925	$	2,882		(b	)	$	(150	)	(l)	$	35,460
Accounts payable – related party		—			—		2,882		(2,882	)	(b	)		—				—
Accrued liabilities		31,838			—		3,427		1,784		(a	)		(196	)	(y)		45,314
									1,839		(b	)		3,931		(m)
														2,691		(n)
Accrued expenses		—			1,784		—		(1,784	)	(a	)		—				—
Other current liabilities		—			—		1,839		(1,839	)	(b	)		—				—
Current income tax liability		—			150		—		—					(150	)	(o)		—
Deferred income tax liability		—			4,619		—		—					(4,619	)	(o)		—
Current portion of finance lease liability		—			266		—		(266	)	(a	)		—				—
Lines of credit		—			—		4,341		—					(4,341	)	(p)		—
Current portion of lease liabilities		542			—		—		266		(a	)		—				862
									54		(b	)
Current portion of operating lease liabilities		—			—		54		(54	)	(b	)		—				—
Current portion of notes payable		—			—		1,162		—					(1,162	)	(p)		—
Current portion of notes payable, net of deferred loan costs		—			4,113		—		—					(4,113	)	(q)		—
Long-term debt, current portion		15,074			—		—		—					—				15,074

Total current liabilities		62,945			16,244		25,630		—					(8,109	)			96,710

Finance lease liability, net of current portion		—			5,832		—		(5,832	)	(a	)		—				—
Operating lease liabilities, net of current portion		—			—		86		(86	)	(b	)		—				—
Long-term lease liability		6,559			—		—		5,832		(a	)		—				12,477
									86		(b	)
Contingent consideration		—			—		—		—					15,000		(r)		15,000
Notes payable, net of current portion and deferred loan costs		—			22,448		21,952		—					(22,448	)	(q)		—
														(21,952	)	(p)
Long-term debt, net		184,053			—		—		—					—				184,053

Total liabilities		253,557			44,524		47,668		—					(37,509	)			308,240

Commitments and Contingencies
Redeemable mezzanine equity
Series A preferred stock		26,569			—		—		—					—				26,569
Shareholders’ equity
Suncrete Class A common stock		5			—		—		—					—				5
Suncrete Class B common stock		1			—		—		—					—				1
Members equity (deficit)		(30,038	)		26,490		—		—					(26,490	)	(s)		(36,660	)
														(3,931	)	(m)
														(2,691	)	(n)
Partners’ capital		—			—		14,715		—					(14,715	)	(t)		—
Additional paid-in capital		303,463			—		—		—					19,952		(w)		337,893
														10,997		(u)
														3,481		(v)

Total shareholders’ equity		273,431			26,490		14,715		—					(13,397	)			301,239

Total liabilities, redeemable mezzanine equity, and shareholders’ equity	$	553,557		$	71,014	$	62,383	$	—				$	(50,906	)		$	636,048


	Hope Concrete		Nelson Bros.
Consideration:
Cash consideration:
Cash paid to sellers	$	39,377	$	7,364
Cash paid to satisfy the debt obligations of sellers		27,351		32,989
Closing adjustments		683		4,647

Total cash paid	$	67,411	$	45,000
Class A common stock consideration — Nelson Bros. Acquisition:
Shares of Suncrete common stock to Nelson Bros. Sellers		—		1,296,456
Suncrete common stock price at May 6, 2026		—	$	15.39

Total fair value of Class A common stock consideration to Nelson Bros. Sellers		—	$	19,952
Class A common stock consideration — Hope Concrete Acquisition:
Shares of Suncrete common stock to Hope Concrete Sellers		220,007		—
Suncrete common stock price at April 28, 2026	$	15.82		—

Total fair value of Class A common stock consideration to Hope Concrete Sellers	$	3,481		—
Class B common stock consideration — Hope Concrete Acquisition:
Shares of Suncrete Intermediate Class B common stock		69,511		—
Fair value per share of Suncrete Intermediate Class B common stock	$	158.20		—

Total fair value of Class B common stock consideration to Hope Concrete Sellers	$	10,997		—
Fair value of contract asset — Sand Supply Agreement		—	$	(9,034	)
Fair value of Earnout Amount		—	$	15,000

Total consideration	$	81,889	$	70,918


Fair value of assets acquired:
Cash and cash equivalents	$	441	$	1,377
Restricted cash		—		1,940
Accounts receivable, net		8,432		25,526
Inventory		1,327		1,910
Other current assets		1,105		2,555
Property, plant and equipment		53,227		43,959
Customer relationships, net		10,742		8,872
Trade name		5,177		4,276
Right-to-use assets, net		5,782		113
Other noncurrent assets, net		8,504		604

Amount attributable to assets acquired	$	94,737	$	91,132

Fair value of liabilities assumed:
Accounts payable	$	5,162	$	14,807
Accrued liabilities		1,588		5,267
Current portion of lease liabilities		266		54
Long-term lease liability		5,832		86

Amount attributable to liabilities assumed	$	12,848	$	20,214

Total identifiable net assets acquired	$	81,889	$	70,918


(In $000’s)	CPH Historical			Haymaker Historical		Transaction Accounting Adjustments				Suncrete Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	6,276		$	21	$	261,707		(aa)	$	170,492
							(12,116	)	(bb)
							(12,180	)	(cc)
							167,120		(dd)
							(3,613	)	(mm)
							(144,119	)	(ff)
							(56,729	)	(ll)
							(25,875	)	(jj)
							(10,000	)	(kk)
Accounts receivable, net		35,127			—		—				35,127
Inventory		9,187			—		—				9,187
Prepaid expenses		—			8		(8	)	(nn)
Other current assets		8,322			—		8		(nn)		8,330

Total current assets		58,912			29		164,195				223,136
Property, plant and equipment:
Property, plant & equipment, at cost		169,953			—		—				169,953
Less: accumulated depreciation		(20,447	)		—		—				(20,447	)

Property, plant and equipment, net		149,506			—		—				149,506

Goodwill		79,505			—		—				79,505
Customer relationships, net		69,247			—		—				69,247
Trade name		24,800			—		—				24,800
Cash and securities held in Trust Account		—			261,707		(261,707	)	(aa)		—
Other noncurrent assets		7,363			—		—				7,363

Total assets	$	389,333		$	261,736	$	(97,512	)		$	553,557

LIABILITIES, REDEEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	15,491		$	—	$	—			$	15,491
Accrued liabilities		27,240			—		4,598		(nn)		31,838
Accrued expenses		—			4,598		(4,598	)	(nn)
WCL Promissory Note - related party		—			1,591		(1,591	)	(bb)		—
Current portion of lease liabilities		542			—		—				542
Extension promissory note		—			3,375		(3,375	)	(bb)		—
Long-term debt, current portion		15,074			—		—				15,074

Total current liabilities		58,347			9,564		(4,966	)			62,945

Deferred underwriting fee payable		—			8,650		(8,650	)	(bb)		—
Subscription Agreement liability		—			25,903		(25,903	)	(ff)
Long-term lease liability		6,559			—		—				6,559
Long-term debt, net		184,053			—		—				184,053

Total liabilities		248,959			44,117		(39,519	)			253,557

Commitments and Contingencies
Redeemable mezzanine equity
Class A ordinary shares subject to possible redemption		—			261,707		(261,707	)	(ff)		—
Senior preferred units		26,569			—		(26,569	)	(ee)		—
Preferred units		133,843			—		(133,843	)	(gg)		—
Series A preferred stock		—			—		26,569		(ee)		26,569
Shareholders’ equity
Suncrete Class A common stock		—			—		1		(ff)		5
							2		(dd)
							1		(gg)
							1		(hh)
Suncrete Class B common stock		—			—		1		(gg)		1


Class B ordinary shares		—			1			(1	)	(hh)		—
Members’ equity (deficit)		(20,038	)		—			(10,000	)	(kk)		(30,038	)
Additional paid-in capital		—			—			143,490		(ff)		303,463
								(12,180	)	(cc)
								167,118		(dd)
								133,841		(gg)
								(44,089	)	(ii)
								(3,613	)	(mm)
								(56,729	)	(ll)
								(25,875	)	(jj)
								1,500		(bb)
Accumulated deficit		—			(44,089	)		44,089		(ii)		—

Total shareholders’ equity		(20,038)			(44,088)			337,557				273,431

Total liabilities, redeemable mezzanine equity, and shareholders’ equity	$	389,333		$	261,736		$	(97,512	)		$	553,557


	For the Three Months Ended March 31, 2026						For the Year Ended December 31, 2025
	Suncrete Pro Forma			Pro Forma Combined			Suncrete Pro Forma			Pro Forma Combined
Net loss	$	(4,636	)	$	(6,759	)	$	(9,243	)	$	(20,188	)
Common shares:
Common shares outstanding — basic		73,119,471			75,331,044			73,119,471			75,331,044
Dilutive effect of potential common shares		—			—			—			—

Common shares outstanding — diluted		73,119,471			75,331,044			73,119,471			75,331,044

Net loss per share:
Basic	$	(0.06	)	$	(0.09	)	$	(0.13	)	$	(0.27	)

Diluted	$	(0.06	)	$	(0.09	)	$	(0.13	)	$	(0.27	)


(In $000’s)	CPH Pro Forma Combined (dd)			Haymaker As Reclassified (ee)			Transaction Accounting Adjustments				Suncrete Pro Forma
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		(aa)		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		(bb)		—
Initial loss on Subscription Agreement liability		—			7,178			(7,178	)	(cc)
Change in fair value of Subscription Agreement liability		—			1,897			(1,897	)	(cc)
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 loss per common share, basic and diluted	$	(0.12	)								$	(0.13	)


	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	)


	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	)


		Historical
CPH caption	Haymaker 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
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	)

Total non-operating 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	)