Suncrete, Inc.

Current report

General

Current report

We are a ready-mix concrete logistics and distribution platform serving infrastructure, commercial, and residential construction projects throughout Oklahoma, Arkansas, Texas, and Louisiana and providing concrete products in Arkansas, Louisiana, Missouri and Mississippi. We have plans to continue expanding 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.

Current report

Executive Summary

Current report

The second quarter of 2026 was a transformative period for our business. On April 8, 2026, we completed the Business Combination and our Class A common stock began trading on Nasdaq under the symbol “RMIX.” Furthermore, during the quarter we completed five acquisitions for aggregate consideration of approximately $233.9 million, expanding our ready-mix concrete and concrete products platform across Oklahoma, Arkansas, Texas, Louisiana, Missouri and Mississippi.

Current report

These strategic transactions substantially increased the scale of our operations. Revenues for the three months ended June 30, 2026 increased 146.2% and gross profit increased 122.7%. We recognized $12.2 million of acquisition-related costs during the quarter in connection with the 2026 Acquisitions, which resulted in an operating loss of $8.7 million and a net loss of $37.1 million. Adjusted EBITDA, a non-GAAP financial measure, was $13.5 million for the three months ended June 30, 2026, an increase of 94.1%. See “—Key Performance Indicators and Non-GAAP Financial Measures” for the definition of Adjusted EBITDA and a reconciliation to net income (loss), the most directly comparable measure calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

Current report

For the six months ended June 30, 2026, we used $12.4 million of cash in operating activities. Cash used in operating activities was driven principally by the costs of executing the 2026 Acquisitions and by the increased investment in working capital required to support a substantially larger operating platform. We ended the quarter with $28.6 million of cash and cash equivalents and our liquidity, following the Fifth Amendment to the Credit Agreement, increased to $226.1 million. We expect cash from our operating activities to steadily increase during the remainder of 2026.

Current report

As we move through the remainder of 2026, management's focus is on integrating the recently acquired businesses, implementing procurement and operational initiatives across our expanded operations, and leveraging our broader geographic footprint. We also intend to continue pursuing disciplined, accretive acquisitions that complement our existing platform and support our long-term growth strategy. We believe our existing liquidity and expected cash flows from operations provide sufficient financial flexibility to support our continued acquisitions and these initiatives and our ongoing growth strategy.

Current report

2026 Acquisitions

Current report

On April 28, 2026, we, through our subsidiaries Concrete Partners and Suncrete Intermediate, entered into the Hope Concrete MIPA and related agreements with the owners of Hope Concrete, to acquire 100% of the ownership interests of Hope Concrete and its subsidiaries, Lafayette Concrete Division LLC, a Louisiana limited liability company, and Baton Rouge Concrete Division LLC, a Louisiana limited liability company. The aggregate consideration consisted of (i) 220,007 shares of Class A common stock issued to one of the Hope Concrete Sellers, (ii) 69,511 shares of Holdco Rollover Securities, (iii) a closing cash payment of $67.5 million, consisting of $39.4 million paid to the Hope Concrete Sellers, $27.4 million paid to satisfy the debt obligations of Hope Concrete and closing adjustments of $0.8 million, and (iv) post-closing adjustments of $(0.2) million. The Holdco Rollover Securities are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A common stock.

Current report

On April 30, 2026, we, through our subsidiary Concrete Partners entered into the Southern Louisiana Acquisition MIPA and related agreements with the Southern Louisiana Acquisition Seller. On the Southern Louisiana Acquisition Closing Date, pursuant to the Southern Louisiana Acquisition MIPA, we acquired 100% of the equity interests of the Southern Louisiana Acquisition Seller for aggregate consideration consisting of: (i) approximately $29.8 million in cash, (ii) 259,291 shares of Class A common stock to the Southern Louisiana Acquisition Seller, (iii) post closing adjustments of $(1.2) million and (iv) contingent earnout consideration with a fair value of $5.3 million and a maximum potential payout of $10.0 million. The earnout is payable, if at all, in cash or shares of Class A common stock, at our election.

Current report

On May 6, 2026, we, through our newly acquired subsidiary, Hope Concrete, executed the Nelson Bros. MIPA with the Nelson Bros. Sellers, an individual resident of the State of Texas, in his capacity as representative of the Nelson Bros. Sellers, to acquire all of the outstanding equity interests of Nelson Bros. After giving effect to the transactions contemplated by the Nelson Bros. MIPA, the aggregate consideration for the Nelson Bros. Acquisition consisted of (i) 1,296,456 shares of Class A common stock, (ii) a closing cash payment of $43.9 million, consisting of $7.4 million paid to the Nelson Bros. Sellers, $33.0 million paid to satisfy the debt obligations of Nelson Bros. and closing adjustments of $3.5 million, (iii) post-closing adjustments of $(0.1) million and (iv) contingent earnout consideration with an acquisition-date fair value of $1.4 million and a maximum potential payout of $18.0 million. In addition, Nelson Materials, an affiliate of the Nelson Bros. Sellers, entered into a Sand Supply Agreement contemporaneously with the Nelson Bros. Closing Date, whereby Nelson Materials agreed to provide a $9.0 million credit for future purchases of sand for use by us. We have the option to satisfy up to 50% of the earnout payment, if any, by issuing shares of Class A common stock in lieu of cash.

Current report

On June 5, 2026, we, through our subsidiaries Lafayette Concrete and Hope Concrete, entered into the Lafayette Acquisition PSA with the Lafayette Acquisition sellers, to acquire substantially all of the assets used in the operation of its ready mixed concrete production, supply, sale, and delivery business. After giving effect to the transactions contemplated by the Lafayette Acquisition PSA, the aggregate consideration consisted of (i) a cash payment of $10.5 million paid at the Lafayette Acquisition Closing Date and (ii) a non-interest-bearing promissory note in the principal amount of $2.0 million, payable in two equal installments of $1.0 million on each of the first and second anniversaries of the Lafayette Acquisition Closing Date.

Current report

On June 8, 2026, we, through our indirect subsidiary, American Block, executed the ABC Block Agreement with the ABC Block Seller, to acquire substantially all of the operating assets used in the business of manufacturing, selling and distributing concrete block, brick, paver and manufactured stone products under the name "ABC Block." After giving effect to the transactions contemplated by the ABC Block Agreement, the aggregate consideration consisted of an aggregate purchase price of $45.6 million, subject to post-closing adjustments, consisting of (i) a closing cash payment of approximately $27.2 million, net of closing liabilities and closing transaction expenses paid at the ABC Block Closing Date, (ii) certain working capital adjustments and holdbacks to be paid to the ABC Block Sellers of $8.2 million and (iii) 587,727 shares of Class A common stock, issued to certain rollover investors at a fair value of $10.2 million in exchange for cash subscriptions in an aggregate amount not to exceed 20% of the purchase price.

Current report

On the Closing Date, the Company consummated the Business Combination contemplated the Business Combination Agreement. Upon closing, Haymaker merged with Merger Sub I, a wholly owned subsidiary of us, with Haymaker surviving as a wholly owned subsidiary of us (the “Initial Merger”), and CPH merged into Merger Sub II, also a wholly owned subsidiary of us, resulting in CPH becoming a wholly owned subsidiary of us (the “Acquisition Merger”).

Current report

Immediately prior to the closing of the Business Combination, Haymaker redeemed all of its issued and Haymaker Public Warrants to purchase Class A Ordinary Shares of Haymaker in exchange for (i) $2.25 in cash and (ii) 0.075 SPAC Class A Ordinary Shares per Haymaker Public Warrant.

Current report

Following the Warrant Redemption and immediately prior to the closing of the Business Combination, 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 (i) each Class A Ordinary Share of Haymaker 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 Haymaker post-Domestication, (ii) each Class B Ordinary Share of Haymaker 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 Haymaker post-Domestication, and (iii) each then-issued and outstanding private warrant to purchase Class A Ordinary Shares of Haymaker prior to the Domestication converted automatically, on a one-for-one basis, into one private warrant to purchase Class A common stock of Haymaker post-domestication (“Haymaker Private Warrants”).

Current report

At the effective time of the Initial Merger, among other things, (i) Sponsor distributed 2,800,000 shares of Class A common stock of Haymaker (the “Dothan Founder Shares”) and 398,800 Haymaker Private Warrants to Dothan Independent, (ii) each share of Class A common stock of Haymaker issued and outstanding immediately prior to the effective time of the Initial Merger was canceled and converted into one share of Class A common stock of us, (iii) each share of Class B common stock of Haymaker issued and outstanding immediately prior to the effective time of the Initial Merger was canceled and converted into one share of Class B common stock of us and (iv) each then-outstanding Haymaker Private Warrant was automatically assumed and converted into a private warrant to purchase one share of Class A common stock of us.

Current report

At the effective time of the Acquisition Merger, among other things, (i) each share of Class B common stock of Haymaker post-domestication issued and outstanding immediately prior to the effective time of the Acquisition Merger (other than the Dothan Founder Shares) was converted into and exchanged, on a one-for-one basis, into one share of Class A common stock of us, (ii) we issued 14,117,894 shares of Class A common stock to members of CPH, (iii) we issued 3,481,776 shares of restricted Class A common stock upon the cancelation and conversion of certain incentive units previously granted to management of CPH, (iv) we issued 18,414,609 shares of Class B common stock to members of CPH, and (v) we issued 2,500,000 shares of Class B common stock of the Company to Dothan Independent.

Current report

In addition, as previously disclosed, we previously entered into subscription agreements (the “PIPE Subscription Agreements”) with certain institutional investors (collectively, the “PIPE Investors”), pursuant to which (i) immediately prior to the effective time of the Acquisition Merger, we issued and sold to certain of the PIPE investors in a private placement an aggregate of 8,691,573 shares of Class A common stock and pre-funded warrants to purchase 2,525,094 shares of Class A common stock and (ii) at the effective time of the Acquisition Merger, we issued and sold to certain of the PIPE investors in a private placement an aggregate of 6,162,009 shares of Class A common stock, for an aggregate total subscription amount of $167.1 million.

Current report

Further, on the Closing Date, immediately prior to the closing of the Acquisition Merger, we issued 26,000 shares of the our Series A Preferred Stock pursuant to a securities exchange agreement with holders of CPH’s senior preferred units.

Current report

In connection with the closing of the Business Combination, holders of 12,628,150 Class A Ordinary Shares of Haymaker 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 of Haymaker for $11.57 per share.

Current report

Accordingly, the consolidated financial statements prior to the Closing Date represent those of CPH, while the equity structure (i.e., number and type of shares outstanding) reflects the legal capital structure of us after the Business Combination, retroactively adjusted to reflect the applicable exchange ratios as of the earliest presented period. Additional information regarding the accounting is included in "Item 1. Financial Statements Note 3.– Reverse Recapitalization".

Current report

On June 30, 2026, we entered into the Commitment Increase and Fifth Amendment. The Fifth Amendment increased the Revolving Credit Facility commitments by $25.0 million, resulting in total revolving commitments of $50.0 million, and established a DDTL Facility with aggregate commitments of up to $175.0 million. The Fifth Amendment also added new lenders to the lending syndicate and reallocated lender participation interests among existing and newly admitted lenders.

Current report

On April 7, 2026, we entered into a Limited Consent and Third Amendment with our lenders and administrative agent. The Third Amendment, among other things, (i) provided lender consent for the consummation of our 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.

Current report

On March 25, 2026, we entered into the Second Amendment. The Second Amendment, among other things, (i) provides consent to the consummation of the Business Combination and related transactions, including the redemption and conversion of certain equity interests, (ii) permits equity issuances in connection with the transaction, including the 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.

Current report

For additional information, please see the section titled “Liquidity and Capital Resources – Credit Agreement.”

Current report

Components of Our Results of Operations

Current report

Revenues

Current report

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.

Current report

Cost of Goods Sold

Current report

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.

Current report

Selling, General, and Administrative Expenses

Current report

Selling, general, and administrative expenses (“SG&A expenses”) 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.

Current report

Gross Profit

Current report

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.

Current report

Acquisition-Related Costs

Current report

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.

Current report

Other Income (Expense)

Current report

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 Credit Facility 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.

Current report

Results of Operations

Previous report

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to Suncrete, Inc. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations provides information that our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. This discussion should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Special Financial Report on Form 10-K for the fiscal year ended December 31, 2025 and in our unaudited condensed consolidated financial statements and notes thereto, included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

Previous report

The Company was incorporated in Delaware on September 30, 2025. The Company was formed for the purpose of facilitating the consummation of the Business Combination (as defined below). We had no material operations during the three months ended March 31, 2026 other than efforts to consummate the Business Combination.

Previous report

Thunder Acquisition

Previous report

On October 17, 2025, Eagle Redi-Mix Concrete, LLC, our indirect wholly owned subsidiary (“Eagle Redi-Mix”), entered into an equity and asset purchase and contribution agreement (as amended on March 27, 2026, the “Equity and Asset Purchase and Contribution Agreement”) with SRM, Inc., an Oklahoma corporation (“Schwarz Ready Mix”), SRM Leasing, LLC, an Oklahoma limited liability company (“Schwarz Leasing”), Schwarz Sand, LLC, an Oklahoma limited liability company (“Schwarz Sand”), and the other selling parties named therein and Schwarz Ready Mix, in its capacity as a representative of the selling parties. Pursuant to the Equity and Asset Purchase and Contribution Agreement, Eagle Redi-Mix acquired substantially all of the assets of Schwarz Ready Mix and Schwarz Leasing and all of the issued and outstanding equity interests of Schwarz Sand (collectively, the “Thunder Acquisition”). The aggregate purchase price included $97.0 million in cash consideration ($74.3 million paid at closing and $22.7 million deferred until June 30, 2026) and 20,000,000 Preferred Units of Concrete Partners Holding, LLC (“CPH”) issued to the sellers as rollover equity.

Previous report

Hope Acquisition

Previous report

On April 28, 2026, two of our subsidiaries, Concrete Partners, LLC, a Delaware limited liability company, and Suncrete Intermediate, Inc., our newly formed subsidiary (“Purchaser Holdco”), entered into a Membership Interest Purchase Agreement (the “Hope Purchase Agreement”) and related agreements with the owners (the “Sellers”) of Hope Concrete, LLC, a Texas limited liability company (“Hope”), to acquire 100% of the ownership interests of Hope and its subsidiaries, Lafayette Concrete Division LLC, a Louisiana limited liability company, and Baton Rouge Concrete Division LLC, a Louisiana limited liability company (collectively with Hope, the “Hope Companies”). The Hope Companies are in the business of concrete manufacturing, concrete production, concrete sales, and trucking of concrete, sand, rock, cement, and fly ash. On April 28, 2026, we completed the acquisition of the Hope Companies (the “Hope Acquisition”).

Previous report

After giving effect to the transactions contemplated by the Hope Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares of our Class A Common Stock issued to one of the Sellers, (ii) 69,511 shares of Class B common stock, par value $0.0001 per share, of Purchaser Holdco issued to one of the Sellers (the “Holdco Rollover Securities”) and (iii) a net closing cash payment of $39.4 million, subject to certain adjustments as set forth in the Hope Purchase Agreement, with respect to the purchased units sold by the other Sellers. In addition, we paid $27.4 million to satisfy the debt obligations of Hope.

Previous report

The Holdco Rollover Securities issued by Purchaser Holdco are nonvoting, have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A Common Stock on the terms and subject to the conditions set forth in an Exchange Agreement, dated April 28, 2026, by and among the Company, Purchaser Holdco and Foley Bros., LLC, a Texas limited liability company.

Previous report

Southern Louisiana Acquisition

Previous report

On April 29, 2026, we acquired aready-mix concrete company in Southern Louisiana for aggregate consideration consisting of (i) $31.0 million in cash at closing, (ii) 259,291 shares of Class A Common Stock issued to the sellers at closing and (iii) an earnout payment of up to $10.0 million, to be paid by us, if at all, in cash or Class A Common Stock, at our option and subject to certain limitations, based upon the acquired company’s achievement of specified performance criteria over a five-year post-closing performance period. The earnout is payable, if at all, in cash or Class A Common Stock, at the Company’s election, with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on The Nasdaq Global Market (“Nasdaq”) for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock.

Previous report

Nelson Bros. Acquisition

Previous report

On May 6, 2026, we, through Hope, entered into a Membership Interest Purchase Agreement (the “Nelson Purchase Agreement”) and related agreements with the owners of Nelson Bros. Ready Mix, LLC, a Texas limited liability company (the “Nelson Bros”), to acquire 100% of the ownership interests of Nelson Bros and its subsidiary, R & R Trucking LLC, a Texas limited liability company (collectively with the Nelson Bros., the “Nelson Acquired Companies”). The Nelson Acquired Companies are in the business of concrete manufacturing, concrete production, concrete sales, and trucking for their concrete operations (including trucking of concrete, sand, rock, cement, and fly ash for use in concrete manufacturing and production). On May 6, 2026, we completed the acquisition of the Nelson Acquired Companies pursuant to the Nelson Purchase Agreement (the “Nelson Acquisition”). The owners of the Nelson Acquired Companies who are also parties to the Nelson Purchase Agreement, were Randell R. Owens, Ronda A. Owens, JAO, LLC, a Texas limited liability company (“JAO”), and Owens Regional Investments, LLC, a Texas limited liability company (“Owens Regional,” and collectively, with Mr. Owens, Ms. Owens and JAO, the “Nelson Sellers”), and Jacob Owens in his capacity as representative of the Nelson Sellers.

Previous report

The aggregate consideration for the Nelson Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock issued to the Nelson Sellers and (ii) $42.3 million net cash payment at closing paid to the Nelson Sellers. In addition, the Nelson Sellers will be eligible to receive a contingent earnout payment of up to $18.0 million based on the achievement of a specified trailing twelve-month materials spread target by the Nelson Acquired Companies, measured as of the end of any full calendar quarter ending during the five-year period following the closing of the Nelson Acquisition, with Hope having the option to satisfy up to 50% of any such earnout payment by issuing shares of our Class A Common Stock in lieu of cash (the “Nelson Earnout Stock Consideration”) at a future average closing stock price, subject to applicable Nasdaq listing rules and other limitations on the issuance of Nelson Earnout Stock Consideration, with the number of shares of Class A Common Stock issuable based upon the average closing price per share of the Class A Common Stock on Nasdaq for the 30 consecutive trading days preceding the end of the earnout period; provided that in no event will the Company issue shares of Class A Common Stock if the issuance would exceed (a) the aggregate number of shares of Class A Common Stock that the Company may issue in compliance with the rules and regulations of Nasdaq or (b) 9.99% of the issued and outstanding shares of Class A Common Stock.

Previous report

On April 8, 2026 (the “Closing Date”), we consummated our previously announced business combination pursuant to that certain Business Combination Agreement, dated October 9, 2025 (the “Business Combination Agreement”), by and among the Company, Haymaker Acquisition Corp. 4 (“Haymaker”), CPH, Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), and Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub II”). Pursuant to the Business Combination Agreement, the Business Combination was effected on the Closing Date in several steps: (a) Haymaker transferred by way of continuation out of its jurisdiction of incorporation from the Cayman Islands and domesticated into the State of Delaware in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands (the “Domestication”), (b) immediately following the Domestication, Merger Sub I merged with and into Haymaker (the “Initial Merger”), with Haymaker surviving the Initial Merger as a wholly owned subsidiary of the Company; and (c) immediately following the Initial Merger, Merger Sub II merged with and into CPH (the “Acquisition Merger,” and together with the Initial Merger, the Domestication, and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with CPH surviving the Acquisition Merger as a wholly owned subsidiary of the Company. Prior to the closing of the Initial Merger, we issued an aggregate of 26,000 shares of our Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share, which was initially convertible into an aggregate of 1,444,445 shares of our Class A Common Stock, in exchange for all of the outstanding Senior Preferred Units of CPH.

Previous report

Equipment Loan

Previous report

On December 30, 2025, we entered into a five-year $4.8 million equipment security note (“Equipment Loan”). The Equipment Loan is a part of a master agreement that permits multiple equipment notes under the master agreement.

Previous report

For the three months ended March 31, 2026, we reported a net loss of $31,000. As of March 31, 2026 and December 31, 2025, we had an aggregate cash of $0 and a working capital deficit of $62,519 and $31,519, respectively.

Previous report

On the Closing Date, we announced the closing of our previously announced Business Combination. As of this filing, substantial doubt about our ability to continue as a going concern was alleviated due to the closing of the Business Combination.

Previous report

Off-Balance Sheet Financing Arrangements

Previous report

We had no obligations, assets or liabilities, which would be consideredoff-balance sheet arrangements as of March 31, 2026.

Previous report

Contractual Obligations

Previous report

As of March 31, 2026, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Previous report

Critical Accounting Estimates and Policies

Previous report

Cash and Cash Equivalents

Previous report

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

Previous report

Net Loss Per Share

Previous report

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.

Previous report

Recent Accounting Standards

Previous report

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.

Previous report

Emerging Growth Company Status

Previous report

We are an emerging growth company under the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such a time as those standards apply to private companies.

Previous report

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required ofnon-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation or (v) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies. We will remain an emerging growth company until the earliest to occur of (a) the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement; (b) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, adjusted yearly for inflation; (c) the date on which we are deemed to be a “large accelerated filer,” as defined in the Exchange Act; and (d) the date on which we have issued more than $1 billion innon-convertible debt over a three-year period. We have elected to take advantage of certain of the reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in our future filings with the Securities and Exchange Commission (the “SEC”). As a result, the information that we provide to holders of our stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests. We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies.