Form 8-K/A

8-K/A — Suncrete, Inc.

Accession: 0001193125-26-231761

Filed: 2026-05-20

Period: 2026-05-06

CIK: 0002094433

SIC: 3272 (CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK)

Item: Financial Statements and Exhibits

Documents

8-K/A — d227894d8ka.htm (Primary)

EX-99.1 (d227894dex991.htm)

EX-99.2 (d227894dex992.htm)

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8-K/A

8-K/A (Primary)

Filename: d227894d8ka.htm · Sequence: 1

8-K/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 6, 2026

Suncrete, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-43227

39-4989597

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

521 E. 2nd Street

Tulsa, Oklahoma 74120

(Address of principal executive offices, including zip code)

(918) 355-5700

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share

RMIX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant 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 ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

The presentation of the Target Financial Statements (defined below), including the level of detail provided therein, is not necessarily indicative of how the Company intends to present its financial results in the future. The pro forma financial information included in this Amendment No. 2 has been presented for informational purposes only, as required by Form 8-K. Such pro forma financial information does not purport to represent the actual results of operations that the Company would have achieved had it completed the Acquisition prior to the periods presented in the pro forma financial information, and it is not intended as a projection of the future results of operations that the Company may achieve after the Acquisition. No other amendments are being made to the Original Form 8-K by this Amendment No. 2. This Amendment No. 2 should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Acquisition.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The unaudited consolidated 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, are filed herewith as Exhibit 99.1 and incorporated by reference herein (the “Target Financial Statements”).

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2026, the unaudited pro forma condensed combined statement of comprehensive income for the three months ended March 31, 2026 and the year ended December 31, 2025, and the accompanying notes related thereto are filed herewith as Exhibit 99.2 and incorporated by reference herein.

(d) Exhibits

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).

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.

SUNCRETE, INC.

Date: May 20, 2026

By:

/s/ Randall Edgar

Name:

Randall Edgar

Title:

Chief Executive Officer

EX-99.1

Filename: d227894dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

NELSON BROS. READY MIX, LTD

FINANCIAL STATEMENTS AND INDEPENDENT ACCOUNTANT’S REVIEW AND

COMPILATION REPORTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

TABLE OF CONTENTS

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)

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

Statements of Cash Flows (Unaudited)

Notes to Financial Statements (Unaudited)

6-15

EDGIN, PARKMAN, FLEMING & FLEMING, PC

CERTIFIED PUBLIC ACCOUNTANTS

1401HOLLIDAY ST., SUITE 216 • P.O.

BOX 750

WICHITA FALLS, TEXAS 76307-0750

PH.(940) 766-5550 • FAX (940) 766-5778

MICHAEL D. EDGIN, CPA

DAVID L. PARKMAN, CPA

A, PAUL FLEMING, CPA

JOSHUA R. HARMAN, CPA

Independent Accountant’s Review Report on the March 31, 2026 Interim

Financial Statements and Independent Accountant’s Compilation

Report on the March 31, 2025 Interim Financial Statements

To the Partners of

Nelson Bros. Ready Mix, LTD

Review of March 31, 2026 Interim Financial Statements

We have reviewed the accompanying interim financial statements of Nelson Bros. Ready Mix, LTD (“Company”), which comprise the interim balance sheet

as of March 31, 2026, and the related interim statements of income (loss) and changes in partners’ capital, and cash flows for the three months then ended, and the related notes to the interim financial statements. A review includes

primarily applying analytical procedures to management’s financial data and making inquiries of Company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the

interim financial statements as a whole. Accordingly, we do not express such an opinion.

Management’s Responsibility for the Interim Financial

Statements

Management is responsible for the preparation and fair presentation of the interim financial statements in accordance with the basis of

accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of interim financial statements that are free

from material misstatement whether due to fraud or error.

Accountant’s Responsibility

Our responsibility is to conduct the review engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the

Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the interim

financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion.

We are required to be independent of Nelson Bros. Ready Mix, LTD and to meet our other ethical responsibilities, in accordance with the relevant ethical

requirements related to our review.

Accountant’s Conclusion

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements in order for them to

be in accordance with accounting principles generally accepted in the United States of America.

Compilation of March 31, 2025 Interim Financial

Statements

Management is responsible for the accompanying interim financial statements of Nelson Bros. Ready Mix, LTD, which comprise the balance

sheet as of March 31, 2025, and the related interim statements of income (loss) and changes in partners’ capital, and cash flows for the three months then ended, and the related notes to the interim financial statements in accordance with

accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services

Committee of the AICPA. We did not audit or review the interim financial statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. We do not express an opinion, a

conclusion, nor provide any assurance on the March 31, 2025 interim financial statements.

EDGIN, PARKMAN, FLEMING & FLEMING, PC

Wichita Falls, Texas

May 6, 2026

NELSON BROS. READY MIX, LTD

BALANCE SHEETS (UNAUDITED)

MARCH 31, 2026 AND 2025

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

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

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

See Accompanying Notes and Independent Accountant’s Review and Compilation Report

NELSON BROS. READY MIX, LTD

STATEMENTS OF INCOME (LOSS) AND CHANGES IN PARTNERS’

CAPITAL (UNAUDITED)

FOR

THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

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

See Accompanying Notes and Independent Accountant’s Review and Compilation Report

NELSON BROS. READY MIX, LTD

STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE PERIODS ENDED MARCH 31, 2026 AND 2025

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

See Accompanying Notes and Independent Accountant’s Review and Compilation Report

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2026 AND 2025

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements have been prepared in accordance with accounting

principles generally accepted in the United States of America.

Nature of Business

Nelson Bros. Ready Mix, LTD, a Texas limited partnership established in 2001. The Company is a concrete contractor specializing in residential

and commercial projects in Texas. The Company’s corporate office is located in Louisville, Texas, and the Company has plants in various locations in North Texas.

Use of Estimates

The

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the

date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no such investments at March 31, 2026 or 2025. The Company maintains cash balances in bank accounts that may, at times, exceed federally insured limits. The balances in these accounts exceeded FDIC insurance by approximately

$1,300,000 and by approximately $2,800,000 at March 31, 2026 and 2025, respectively. The Company has incurred no losses related to amounts in excess of federally insured limits.

Restricted Cash

Amounts

included in restricted cash represent those required to be set aside by a contractual agreement related to the letter of credit with a bank for the Company’s captive insurance policy. Restricted cash represents amounts pledged as collateral

equal to 105% of the letter of credit outstanding at year-end.

Fair Value of Financial

Instruments

ln accordance with the reporting requirements of Accounting Standards Codification (ASC) 825-10-50, “Disclosures About Fair Value of Financial Instruments”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement

and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The carrying value of cash and cash equivalents, accounts receivable, accounts

payable, and accrued expenses approximate fair value because of the short-term nature of these items. The estimated fair value of the notes payable and line of credit also approximates its carrying value because the terms are comparable to similar

lending arrangements in the marketplace.

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)

MARCH 31, 2026 AND 2025

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded at net realizable value, which includes an allowance for credit losses to reflect any anticipated losses on

the collection of accounts receivables balance. The Company uses the allowance method of accounting for doubtful accounts. The year-end balance is based on historical collections and management’s review

of the current states of existing receivables and estimates as to their collectability.

After all attempts to collect a receivable have

failed, the receivable is written off against the allowance for credit losses. At March 31,2026 and 2025, management has recorded an allowance of $256,673 and $342,882, respectively.

Inventory

Inventories

typically consist of raw materials and are valued at the lowest of cost or net realizable value on a first-in, first-out (FIFO) basis. The Company reviews inventory

balances to determine if the carrying amount exceeds their net realizable value. This review process incorporates current industry and customer-specific trends, current operating plans, historical price activity and selling prices expected to be

realized. lf the carrying amount of inventory exceeds its estimated net realizable value, the carrying values are adjusted accordingly.

Property and Equipment

The Company records purchases of property and equipment at cost less accumulated depreciation. Depreciation for financial reporting purposes

commences when the assets are placed in service on a straight-line basis over the estimated useful lives of the assets which are as follows:

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

Expenditures for repairs and maintenance are charged to expenses as incurred. Expenditures for major renewals

and betterments, which extend the useful lives of existing property and equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts

and any gain or loss is recognized in the statement of income and changes in partners’capital.

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)

MARCH 31, 2026 AND 2025

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)

Impairment of Long-lived Assets

ln accordance with ASC 360-10, “Accounting for the Impairment or Disposal of Long-lived

Assets”, the Company periodically reviews the carrying value of its long-lived assets, such as property and equipment, to test whether current events or circumstances indicate that such carrying value may not be recoverable. If the tests

indicate that the carrying value of the asset is greater than the expected cash flows to be generated by such asset, then an impairment adjustment is recognized for the excess of the carrying value over fair value. For the three months ended

March 31, 2026 and 2025, there were no impairments of long-lived assets.

Leases

The Company has leases for its office space and certain land leases that it leases from entities under common ownership. A lease provides the

lessee the right to control the use of an identified asset for a period of time in exchange for consideration. Operating lease right- of- use assets (ROU assets) represent the Company’s right to use an underlying asset for the lease term.

Operating lease liabilities (lease liabilities) represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. ROU assets and lease liabilities are recognized

at the lease commencement date based on the present value of lease payments over the lease term. The Company excludes short-term leases having initial terms of 12 months or less from ROU assets and lease liabilities and recognizes rent expense on a

straight-line basis over the lease term.

Most operating leases contain renewal options that provide for rent increases based on prevailing

market conditions. The Company has lease extension terms that have either been extended or are likely to be extended. The terms used to calculate the ROU assets and lease liabilities for these properties include the renewal options that the Company

is reasonably certain to exercise.

The discount rate used to determine the commencement date present value of lease payments is the

interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes the applicable risk-free rate in effect at the time of the lease inception. ROU assets include any lease payments required to be made prior to

commencement and exclude lease incentives. Both ROU assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual

value guarantees, restrictions, or covenants.

The Company’s office lease agreements contain lease and

non-lease components, which the Company accounts for as a single lease component. For these leases, there may be variability in future lease payments, as the amount of

non-lease component is typically revised from one period to the next. These variable lease payments, which are primarily comprised of common area maintenance, utilities, taxes and other related fees that are

passed on from the lessor in proportion to the leased space, are recognized in operating expenses in the period in which the obligation for those payments was incurred. There are no other variable lease costs for the three months ended

March 31, 2026 and 2025.

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)

MARCH 31, 2026 AND 2025

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)

Deferred Loan Costs

Costs incurred for entering into the Company’s long-term debt are amortized over the term of the debt using the effective interest rate

method. ln accordance with ASU 2015-03, “Debt Issuance Costs”, deferred loan costs are presented as debt discounts, net of the outstanding debt balances on the accompanying balance sheets. Deferred

loan costs at March 31, 2026 and 2025 were $1 ,145,515 and $29,139, respectively. During the three months ended March 31, 2026 and 2025, amortization of deferred loan costs totaled $62,044 and $0, respectively, and is included in interest

expense in the accompanying statements of income and changes in partners’ capital.

Revenue and Cost Recognition

The Company’s revenues are comprised of concrete sales and related products to customers. Revenue is recognized when the Company

satisfies its performance obligation under the contract by performing the service to its customers. A performance obligation is a promise to transfer a distinct product or service to a customer.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services.

The nature of the Company’s contracts does not give rise to any notable amounts of variable consideration. Neither the type of product or service sold, or the location of sale significantly impacts the nature, amount, timing or uncertainty of

revenue and cash flows.

A contract’s transaction price is allocated to each distinct performance obligation within the contract.

Substantially all of the Company’s contracts have a single performance obligation. ln instances where multiple performance obligations may exist, due to the short duration of the arrangements or the insignificance of certain performance

obligations, in substantially all cases it is not necessary to allocate the transaction price to the distinct performance obligations as the allocation would not result in a different accounting outcome.

All of the Company’s revenue is from products transferred to customers at a point in time. The Company recognizes revenue at the point in

time in which the customer obtains control of the product, which is generally at delivery.

The Company expenses costs of obtaining a

contract when incurred.

Income Taxes

The Company is taxed as a partnership for federal income tax purposes. As a result, income or losses are taxable or deductible to the partners

rather than the Company; accordingly, no provision has been made for federal income taxes in the accompanying financial statements. ln certain instances, the Company is subject to state taxes on income arising in or derived from the state tax

jurisdictions in which it operates.

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)

MARCH 31, 2026 AND 2025

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)

State 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. lf a tax position meets the more likely than not threshold, it is then

measured to determine the amount of expense to record in the financial statements. The tax expense recorded would equal the largest amount of expense related to the outcome that is 50% 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 an operating expense. Management of the Company has not taken a tax position that, if

challenged, would be expected to have a material effect on the financial statements as of or for the three months ended March 31, 2026 and 2025.

The Company did not incur and penalties or interest related to its state tax returns during the three months ended March 31, 2026 and

2025.

Advertising Costs

ln accordance with ASC 720-35, “Advertising Costs”, the Company expenses advertising costs

as they are incurred. Advertising costs were approximately $68,300 and $0 for the three months ended March 31, 2026 and 2025, respectively.

Concentrations

Customers

For the three

months ended March 31, 2026, the Company’s top three customers represented

42% of total sales and 16% of total accounts

receivable - trade at March 31, 2026. For the three months ended March 31, 2025, the Company’s top five customers represented 39% of total sales and 29% of total accounts receivable - trade at March 31, 2025. The loss of one or

more of these customers could have a negative impact on the Company’s financial statements.

Vendors

For the three months ended March 31, 2026, the Company’s top five vendors represented 70% of the total vendor-related costs. For the

three months ended March 31, 2025, the Company’s top five vendors represented 73% of the total vendor-related costs. The loss of one or more of these vendors could have a negative impact on the Company’s financial statements. One of

the top vendors is a related party - see Note 7 to the financial statements.

Litigation

The Company is subject to legal proceedings and claims arising in the ordinary course of its business. The Company estimates where such

liabilities are probable to occur and whether reasonable estimates can be made and accrues liabilities when both conditions are met. ln the opinion of management, based upon current information, the ultimate outcome of these claims will not have a

material adverse effect on the financial position or results of operations of the Company.

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)

MARCH 31, 2026 AND 2025

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of March 31, 2026 and 2025:

2026

2025

Furniture and fixtures

46,561

Office equipment

274,162

289,869

Machinery and equipment

6,568,417

Vehicles and trailers

29,411,766

32,858,838

Buildings and improvements

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

Depreciation expense was $896,289 for the three months ended March 31, 2026, of which $893,748 is included

in cost of sales and $2,541 is included in operating costs on the accompanying statements of income (loss) and changes in partners’ capital.

Depreciation expense was $1,000,000 for the three months ended March 31, 2025, of which $B56,897 is included in cost of sales and $143,103

is included in operating costs on the accompanying statements of income (loss) and changes in partners’ capital.

NOTE 3 - INVESTMENT IN CAPTIVE

INSURANCE COMPANY

ln 2024, the Company became a participant in a member-owned captive insurance plan (Insurance Plan). The Insurance

Plan provides insurance associated with workers’ compensation, commercial general, and commercial automobile liabilities. Under the terms of the Insurance Plan, the Company is insured up to $1,000,000 per claimant with a commercial general

liability aggregate coverage of $2,000,000 covered by the Insurance Plan’s captive pool. The Company also purchased a fully insured umbrella and second layer excess policy for an additional $3,000,000 of coverage above what is provided by the

Insurance Plan.

To participate in the Insurance Plan, the Company provided a letter of credit in the amount of $1,848,082 and an

additional $568,188 deposit with the insurance company for potential losses and payment of insured claims that exceeded the insurance premiums paid into the Insurance Plan. Due to insurance claims for possible incidents that occur during the

Insurance Plan year but are filed later, it takes the Insurance Plan a few years to close its books on any given plan year. Once the plan year is closed, the Insurance Plan will require additional payments or will issue refunds to individual members

based upon their claims history for that plan year. The total investment in the Insurance Plan at March 31, 2026 and 2025 was as follows:

2026

2025

Original investment

36,000

Security collateral deposit

568,188

—

Total investment

604,188

36,000

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)

MARCH 31, 2026 AND 2025

NOTE 4 - NOTES PAYABLE

The Company previously financed various property and equipment through notes payable with

third parties. These notes were generally secured by the related assets, bore interest at rates ranging from 3% to 11%, and matured on various dates through November 2032. The balance of these notes was $9,500,136 as of March 31, 2025. These

notes were paid in full in October 2025 with the new note payable described below.

On October 27, 2025, the Company, along with

various related parties, entered into a fixed-rate promissory note with Ansley Park Capital, LLC (APC) pursuant to a Master Loan and Security Agreement. The Note provides for borrowings of up to $25,000,000 and bears interest at a fixed rate of

11.39% per annum, calculated on the basis of a 360-day year and actual days elapsed.

The note

requires interest-only payments from the execution date through November 1,2025. Beginning December 1,2025, the note requires 84 consecutive monthly installments of principal and interest of $396,386, payable in arrears on the first day of

each month. ln addition, a balloon principal payment of $5,000,000 is due at maturity. The note matures on November 1, 2032.

The

Company may prepay all, but not less than all, of the outstanding loan balance on a payment date after the first anniversary of the note, subject to providing 10 days’ prior written notice and payment of any applicable prepayment fee. The

prepayment fee equals the principal amount prepaid multiplied by a percentage that steps down over time: 5% after year 1 through year 2,4% after year 2 through year 3,3% after year 3 through year 4,2% after year 4 through year 5,1% after year 5

through year 6, and 0.5% thereafter.

The note is secured by substantially all assets and equity interests of the Company and certain

related parties. Upon the occurrence of an event of default, APC may declare all outstanding principal and accrued interest immediately due and payable. Amounts not received within five days of the due date are subject to late charges in accordance

with the agreement.

The Company incurred deferred borrowing costs related to the note of approximately $1,254,000. These borrowing costs

will be amortized over the life of the note.

Future principal payments due on the note payable as of March 31, 2026 are as follows:

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

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)

MARCH 31, 2026 AND 2025

NOTE 5 - LINE-OF-CREDIT

In 2024, the Company entered into a line-of-credit

with a maximum credit facility of $14,000,000. The line-of-credit bore interest at the lesser of the Secured Overnight Financing Rate (SOFR) plus 2.50% and the maximum

rate as defined in the credit agreement. At March 31, 2025, the outstanding balance on this line-of-credit was $10,945,626. This line-of-credit matured in October 2025 and was repaid in full with the new line-of-credit described below.

On October 27, 2025, the Company, along with other related parties, entered into a Master Credit and Security Agreement with Pathward,

National Association. The Credit Agreement provides for a revolving line of credit with a maximum borrowing capacity of $15,000,000. Borrowings under the line-of-credit

may be drawn, repaid, and reborrowed from time to time, subject to the terms of the agreement and the availability limitations described below.

Availability under the line-of-credit is limited to the less of

(i) $15,000,000 or (ii) a borrowing base equal to 85% of eligible accounts receivable, less reserves established by the lender in its discretion. The lender may adjust advance rates, establish reserves, or otherwise restrict borrowing

availability in accordance with the agreement.

The

line-of-credit is demand based and is due and payable upon demand by the lender. Absent a continuing event of default, the borrowers generally have up to 150 days

following such demand to repay all outstanding obligations. As a result, borrowings under the line-of-credit are classified as a current liability in the accompanying

balance sheets. In addition, the agreement requires mandatory prepayments from the net proceeds of certain asset sales, incurrence of additional indebtedness, or equity issuances subject to specified thresholds.

Borrowings under the line-of-credit bear interest at a variable

rate equal to the Wall Street Journal Prime Rate plus 1.5%, subject to a minimum interest rate of 7% per annum (8.25% as of March 31, 2026). Interest is calculated on the basis of a 360-day year

and actual days elapsed and is payable monthly in arrears on the first day of each month. Upon the occurrence of an event of default, outstanding amounts bear interest at a default rate equal to the applicable interest rate plus 4%.

The Company may voluntarily terminate the line-of-credit and

prepay outstanding borrowings, subject to a prepayment fee based on the remaining commitment and timing of the termination, which generally declines over the first two years of the agreement and may be waived under certain conditions. The line-of-credit is secured by a first-priority security interest (subject o permitted liens and an intercreditor arrangement with Ansley Park Capital, LLC (see Note 4) in

substantially all personal property of the borrowers, including accounts receivable, inventory, equipment, deposit accounts, and general intangibles. Collections on accounts receivable are required to be remitted to a lender-controlled lockbox

account.

The obligations under the agreement are joint and several among the borrowers and are guaranteed by certain affiliated entities

and individuals pursuant to separate guaranty agreements. The agreement contains customary affirmative and negative covenants, including requirements related to financial reporting, maintenance of insurance, and restrictions on additional

indebtedness, asset dispositions, distributions, and affiliate transactions. The Company was in compliance with these covenants at March 31, 2026. The outstanding balance under the agreement was $4,341,233 as of March 31, 2026.

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)

MARCH 31, 2026 AND 2025

NOTE 6 -LEASES

The Company made cash payments for operating leases of $171 ,000 and $180,000 during the

three months ended March 31, 2026 and 2025, respectively. These payments are included in general and administrative expenses in the accompanying statements of operations and changes in partners’ capital.

Maturities of operating leases as of March 31,2026 are as follows:

2026

54,310

2027

86,035

Total

140,345

Maturities of operating leases as of March 31,2025 were as follows:

2025

719,470

2026

83,263

2027

86.035

Total

888,768

NOTE 7 - RELATED PARTY IRANSACI/ONS

The Company has various related party accounts receivable and payable balances at March 31,2026 and 2025 with several related entities.

These balances are derived from services provided between entities or cash management practices. These are included in individual line items in the accompanying balance sheets.

During the three months ended March 31,2026 and 2025, the Company purchased approximately $2,945,386 and $3,753,792, respectively, in

hauling services from a related party, which are included in the cost of sales in the accompanying statements of income (loss) and changes in partners’ capital.

During the three months ended March 31, 2026 and 2025, the Company had concrete sales of $3,417,341 and $826,038, respectively to another

related party.

The Company has a management fee agreement with a related party. During the three months ended March 31, 2026 and

2025, the Company incurred management fees of $105,000 and $35,000, respectively, which are included in general and administrative expenses in the accompanying statements of income (loss) and changes in partners’ capital.

The Company also has various leases with a related party, from which they incurred approximately $180,000 and $171,000 in lease expenses for

the three months ended March 31, 2026 and 2025, respectively, which are included in general and administrative expenses in the accompanying statements of income (loss) and changes in partners’ capital.

The Company had a note payable to a related party with a balance of $1,454,884 as of March 31, 2025. The note was paid off in full during

the year ended December 31, 2025.

The Company had a note payable to a related party with a balance of $3,000,000 as of

March 31,2025. The note was paid off in full during the year ended December 31, 2025.

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONT’D.)

MARCH 31, 2026 AND 2025

NOTE 8 - EMPLOYEE RETENTION CREDIT

The CARES Act provided an Employee Retention Credit (ERC), which is a refundable tax credit

against certain employment taxes. During 2023, the Company received a refund of approximately $2,266,000 related to the ERC. Management has deferred recognition of the gain until it is probable that the amounts received will not be remitted back to

the Internal Revenue Service. Accordingly, the amounts received have been recorded in other current liabilities on the accompanying balance sheets as of March 31, 2026 and 2025.

The Company incurred fees related to the ERG of approximately $427,000, which are netted with the amount deferred, resulting in a net deferral

of approximately $1,839,000.

NOTE 9 - SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events”, the Company has evaluated events or transactions occurring after March 31,

2026, the balance sheet date, through May 6, 2026, the date the financial statements were available to be issued, and determined that there were no events that requires disclosure.

EX-99.2

Filename: d227894dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Previously Completed Business Combination

On October 9, 2025, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company (“Haymaker” or “SPAC”),

Haymaker Merger Sub I, Inc. (“Merger Sub I”), Haymaker Merger Sub II, LLC (“Merger Sub II”), Suncrete, Inc. (“PubCo” or “Suncrete”) and Concrete Partners Holding, LLC (“CPH” or

“Company”) 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 Suncrete (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; (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:

At the Initial Merger Effective Time:

PubCo filed an Amended and Restated 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;

PubCo adopted Amended and Restated Bylaws as the bylaws of PubCo until thereafter amended as provided by the

DGCL, the Amended and Restated Certificate of Incorporation and such bylaws;

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;

Each issued and outstanding share of common stock of Merger Sub I was redeemed for par value;

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 (“Class A Common Stock”);

Each issued and outstanding Class B common stock of Haymaker was canceled and converted into one share of

Class B common stock, par value $0.0001 per share of PubCo (“Class B Common Stock”);

Each outstanding and unexercised issued and outstanding public warrants to purchase Class A common stock

of Haymaker (“SPAC Warrant”), was automatically assumed and converted into a warrant to acquire one share of 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; and

Each issued and outstanding SPAC Unit was detached into one share of Class A Common Stock and one-half of one SPAC Warrant.

At the Acquisition Merger Effective Time:

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;

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 Class B Common Stock and/or Class A Common Stock equal to the Company Common Unit Exchange Ratio (as defined in the Business

Combination Agreement);

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 Class B Common Stock and/or Class A Common Stock equal to the Company Preferred Unit Exchange Ratio (as defined in the Business

Combination Agreement);

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 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;

Each Unit of CPH held in treasury was cancelled without any conversion and no payment or distribution made;

Each issued and outstanding share of Class B Common Stock was converted into and exchanged, on a one-for-one basis, into one share of Class A Common Stock (subject to certain exceptions);

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

Subject to receipt of necessary waivers, approvals, consents or authorizations and the satisfaction of certain

contractual requirements, PubCo issued 2,500,000 shares of Class B Common Stock to Dothan Independent GP, LP (“Dothan Independent”).

Haymaker entered into subscription agreements (the “PIPE Subscription Agreements”) with certain institutional investors

(collectively, the “PIPE Investors”), pursuant to which, among other things, Haymaker agreed to (i) issue and sell, in private placements to close immediately prior to or substantially concurrently with the Closing, an aggregate of

14,853,582 shares of Class A Common Stock, par value $0.0001 per share, for a purchase price of $10.00 per share and (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.

Suncrete previously entered into a Securities Exchange Agreement (the “Exchange Agreement”) with holders of the its Senior

Preferred Units (the “Senior Preferred Units”), pursuant to which Suncrete 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 Suncrete

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.

Immediately prior to the Domestication, 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”).

On April 6, 2026, Haymaker and Suncrete 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 “Forward Purchase Agreement Seller”) for a prepaid share forward transaction. Pursuant to the terms of the Forward Purchase Agreement, the Forward

Purchase Agreement 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 Forward Purchase Agreement

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 Forward Purchase Agreement Seller was paid the Prepayment Amount directly from Haymaker’s trust account. 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 Forward

Purchase Agreement Seller shall terminate the Transaction in whole or in part with respect to any number of Shares that are sold by Forward Purchase Agreement 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, Suncrete will be entitled to from the Forward Purchase Agreement Seller, and the Forward Purchase Agreement Seller shall pay to Suncrete 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 Suncrete, in its sole discretion, delivers written notice to Forward Purchase Agreement Seller that Suncrete 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, Suncrete 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 Forward Purchase Agreement 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 Forward Purchase Agreement Seller shall retain an amount equal to

(i) the number of Shares multiplied by (ii) the Initial Price. The Forward Purchase Agreement Seller also agreed to waive any redemption rights with respect to the Shares during the term of the Forward Purchase Agreement.

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 accounting purposes. Accordingly, for accounting purposes, the financial statements of the post-combination company 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 were 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 nine 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.

Previously Completed 2025 Acquisition – Thunder Acquisition

On October 17, 2025 Eagle Redi-Mix Concrete, LLC (“Eagle”), a subsidiary of CPH,

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 June 30, 2026 and (iii) 20,000,000 shares of Preferred Units of the CPH 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 Thunder Acquisition was accounted for as a business combination in accordance with ASC

805. The assets acquired and liabilities assumed were recorded at their respective fair values as of October 17, 2025. Any transaction costs were expensed as incurred in accordance with ASC 805, Business Combinations (“ASC

805”). The unaudited pro forma condensed combined financial information presented herein for CPH reflects the transaction accounting adjustments to CPH’s historical financial information in order to account for the Thunder Acquisition

and include the assumption of liabilities as set forth in the Schwarz Purchase Agreement.

Hope Concrete Acquisition

On April 28, 2026 (“Hope Concrete Closing Date”), two subsidiaries of Suncrete, Concrete Partners, LLC, a Delaware limited

liability company and Suncrete Intermediate, Inc. (“Suncrete Intermediate”), a Delaware corporation and newly formed subsidiary of Suncrete, entered into a Membership Interest Purchase Agreement (the “Hope Concrete MIPA”) and

related agreements with the owners of Hope Concrete, LLC, a Texas limited liability company (“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 owners of Hope Concrete who are also parties to the Hope Concrete MIPA, were Hope Concrete Intermediate Holdings, LLC, a Delaware limited

liability company (“Hope Intermediate”), Michael Mikytuck, Christine Wienberg, and Foley Bros., LLC, a Texas limited liability company (“Foley,” and collectively, with Hope Intermediate, Mr. Mikytuck and

Ms. Wienberg, the “Hope Concrete Sellers”), and Hope Intermediate in its capacity as representative of the Hope Concrete Sellers (the transaction, the “Hope Concrete Acquisition”).

After giving effect to the transactions contemplated by the Hope Concrete MIPA, the aggregate consideration consisted of (i) 220,007 shares

(the “Mikytuck Rollover Securities”) of Class A Common Stock issued to Mr. Mikytuck, (ii) 69,511 shares of Class B common stock, par value $0.0001 per share, of Suncrete Intermediate issued to Foley (the “Suncrete

Intermediate Rollover Securities”) and (iii) a closing cash payment of $67.4 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 $0.6 million.

The Suncrete Intermediate Rollover Securities issued by Suncrete Intermediate are nonvoting,

have no dividend or liquidation rights and are exchangeable for an aggregate of 695,110 shares of Class A Common Stock of Suncrete on the terms and subject to the conditions set forth in an Exchange Agreement, dated April 28, 2026, by and

among Suncrete, Suncrete Intermediate and Foley.

The Hope Concrete Acquisition was preliminarily determined to be a business combination

for purposes of these unaudited pro forma condensed combined financial statements. Suncrete is the accounting acquirer, as it obtained control of Hope Concrete. The assets acquired and liabilities assumed will be recorded at their respective fair

values as of the Hope Concrete Closing Date. Any transaction costs will be expensed in accordance with ASC 805. The unaudited pro forma condensed combined financial statements presented herein have been prepared to reflect the transaction accounting

adjustments to Suncrete’s unaudited pro forma condensed combined financial information in order to account for the Hope Concrete Acquisition and include the assumption of liabilities as set forth in the Hope Concrete MIPA.

Nelson Bros. Acquisition

May 6, 2026 (“Nelson Bros. Closing Date”), Suncrete, through its newly acquired subsidiary, Hope Concrete, executed a MIPA (“Nelson Bros. MIPA”) with (i) Randell R. Owens, an individual resident of the State of

Texas, (ii) Ronda A. Owens, an individual resident of the State of Texas, (iii) JAO, LLC, a Texas limited liability company (“JAO, LLC”), and (iv) Owens Regional Investments, LLC, a Texas limited liability company

(collectively, the “Nelson Bros. Sellers”); and Jacob Owens, an individual resident of the State of Texas, in his capacity as representative of the Nelson Bros. Sellers (the transaction, the “Nelson Bros. Acquisition”).

Pursuant to the Nelson Bros. MIPA, Hope Concrete, a newly acquired subsidiary of Suncrete, acquired all of the outstanding equity interests of

Nelson Bros. Ready Mix, LTD (“Nelson Bros.”). After giving effect to the transactions contemplated by the Nelson Bros. MIPA, the aggregate consideration consisted of (i) 1,296,456 shares of Class A Common Stock, (ii) a closing

cash payment of $45.0 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 $4.6 million, and (iii) deferred

consideration of $18.0 million (“Earnout Amount”). In addition, Nelson Bros. Materials, LLC (“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 Suncrete.

The Nelson Bros. Sellers are eligible to receive the Earnout Amount provided the trailing

twelve-month (“TTM”) Materials Spread is greater than $47.5 million during any period beginning on the first full calendar quarter ending after the Nelson Bros. Closing Date and ending on the fifth anniversary. The Material Spread

is defined in the Nelson Bros. MIPA as Concrete Revenue (as defined therein) less Landed Material Costs (as defined therein).

The Nelson

Bros. Acquisition was preliminarily determined to be a business combination for purposes of these unaudited pro forma condensed combined financial statements. Suncrete is the accounting acquirer, as it obtained control of Nelson Bros. The assets

acquired and liabilities assumed will be recorded at their respective fair values as of the Nelson Bros. Closing Date. Any transaction costs will be expensed in accordance with ASC 805. The unaudited pro forma condensed combined financial statements

presented herein have been prepared to reflect the transaction accounting adjustments to Suncrete’s unaudited pro forma condensed combined financial information in order to account for the Nelson Bros. Acquisition and include the assumption of

liabilities as set forth in the Nelson Bros. MIPA.

Unaudited Pro Forma Condensed Combined Financial Statements

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 transactions described herein (“Transaction Accounting Adjustments”) and do not present any synergies expected to occur as a result of the Business Combination, the Thunder Acquisition, the Hope Concrete Acquisition or

the Nelson Bros. Acquisition.

The unaudited pro forma condensed combined financial information presented herein for Suncrete reflects the

combination of financial information of Haymaker and CPH, adjusted to give effect to the Business Combination and related transactions, including the Thunder Acquisition and is denoted in the accompanying unaudited pro forma condensed combined

financial information as “Suncrete Pro Forma”.

The unaudited pro forma condensed combined balance sheet as of March 31,

2026, gives effect to the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition as if they had occurred on March 31, 2026. The unaudited pro forma condensed

combined statement of operations for three months ended March 31, 2026 and the year ended December 31, 2025 give effect to the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the

Nelson Bros. Acquisition as if they had occurred on January 1, 2025, the beginning of the earliest period presented.

The unaudited

pro forma condensed combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had Suncrete filed consolidated income tax returns during the period presented. The unaudited pro forma

condensed combined balance sheet does not reflect any potential deferred taxes as a result of the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition since it is

likely that Suncrete will record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily

indicative of what Suncrete’s financial position or results of operations actually would have been had the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition or the Nelson Bros. Acquisition

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 Suncrete following the Business Combination and

related transactions, the Thunder Acquisition, the Hope Concrete Acquisition or the Nelson Bros. Acquisition. The actual financial position and results of operations of Suncrete may differ significantly from the pro forma amounts reflected herein

due to a variety of factors.

The unaudited pro forma condensed combined financial information does not reflect the benefits of potential

cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete

Acquisition or the Nelson Bros. Acquisition and, accordingly, does not attempt to predict or suggest future results.

The unaudited pro forma condensed combined financial information has been derived from, and should be read

in conjunction with:

•

Haymaker’s unaudited consolidated financial statements and related notes as of March 31, 2026 and for

the three months ended March 31, 2026, in Suncrete’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2026;

•

Haymaker’s audited consolidated financial statements and related notes as of and for the years ended

December 31, 2025 and 2024, included in Suncrete’s Current Report on Form 8-K filed with the SEC on April 14, 2026;

•

CPH’s unaudited consolidated financial statements and related notes as of March 31, 2026 and for the

three months ended March 31, 2026, included in Suncrete’s Current Report on Form 8-K/A filed with the SEC on May 16, 2026;

•

CPH’s audited consolidated financial statements and related notes as of and for the years ended

December 31, 2025 and 2024, included in Suncrete’s Current Report on Form 8-K filed with the SEC on April 14, 2026;

•

Suncrete’s unaudited consolidated financial statements and related notes as of March 31, 2026 and for

the three months ended March 31, 2026, included in Suncrete’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026;

•

Suncrete’s audited consolidated financial statements and related notes as of December 31, 2025 and for

the period from inception (September 30, 2025) to December 31, 2025, included in Suncrete’s Special Report on Form 10-K filed with the SEC on April 14, 2026;

•

The Schwarz Entities’ audited consolidated financial statements and related notes as of October 17,

2025 and for the period January 1, 2025 through October 17, 2025, included in Suncrete’s Current Report on Form 8-K filed with the SEC on April 14, 2026;

•

The unaudited consolidated financial statements and related notes of Hope Concrete as of March 31, 2026 and

for the three months ended March 31, 2026, included in this Current Report on Form 8-K/A;

•

The audited consolidated financial statements and related notes of Hope Concrete as of and for the years ended

December 31, 2025 and 2024, included in Suncrete’s Current Report on Form 8-K/A filed with the SEC on May 11, 2026;

•

The unaudited consolidated financial statements and related notes of Nelson Bros. Ready Mix, LTD as of

March 31, 2026 and for the three months ended March 31, 2026, included in this Current Report on Form 8-K/A; and

•

The audited consolidated financial statements and related notes of Nelson Bros. Ready Mix, LTD as of and for the

years ended December 31, 2025 and 2024, included in Suncrete’s Current Report on Form 8-K/A filed with the SEC on May 11, 2026.

SUNCRETE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2026

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

LIABILITIES, REDEEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

15,491

5,312

11,925

2,882

)

(150

)

(l)

35,460

Accounts payable – related party

—

2,882

(2,882

)

—

Accrued liabilities

31,838

—

3,427

1,784

)

(196

)

(y)

45,314

1,839

)

3,931

(m)

2,691

(n)

Accrued expenses

—

1,784

—

(1,784

)

—

Other current liabilities

—

1,839

(1,839

)

—

Current income tax liability

—

150

—

(150

)

(o)

—

Deferred income tax liability

—

4,619

—

(4,619

)

(o)

—

Current portion of finance lease liability

—

266

—

(266

)

—

Lines of credit

—

4,341

—

(4,341

)

(p)

—

Current portion of lease liabilities

542

—

266

)

—

862

)

Current portion of operating lease liabilities

—

(54

)

—

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

)

—

Operating lease liabilities, net of current portion

—

(86

)

—

Long-term lease liability

6,559

—

5,832

)

—

12,477

)

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

—

Suncrete Class B

common stock

—

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

SUNCRETE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Historical

Transaction Accounting Adjustments

(In $000’s)

Suncrete

Pro Forma

(r)

Hope

Concrete

Nelson Bros.

Conforming and

Reclassifications

Hope Concrete

and Nelson Bros.

Acquisitions

Pro Forma

Combined

Revenues

61,829

14,559

15,456

—

91,844

Cost of goods sold

42,056

11,507

15,703

(1,604

)

(a)

(413

)

(c)

64,457

(5,189

)

(b)

1,413

(d)

984

(e)

Gross profit

19,773

3,052

(247

)

6,793

(1,984

)

27,387

Operating expenses:

Selling, general, and administrative expenses

19,512

1,404

1,488

1,604

(a)

(226

)

(c)

29,875

(a)

774

(d)

226

(a)

(896

)

(f)

5,189

(b)

398

(e)

(105

)

(h)

269

(i)

222

(j)

Acquisition-related costs

956

—

956

Business development

—

(16

)

(a)

—

Depreciation

—

226

—

(226

)

(a)

—

Gain on disposal of assets, net

—

(34

)

(a)

—

(467

)

(433

)

(b)

Total operating expenses

20,468

1,646

1,488

6,326

436

30,364

Operating income

(695

)

1,406

(1,735

)

467

(2,420

)

(2,977

)

Non-operating expenses (income):

Other expense (income)

(74

)

—

)

(96

)

(a)

—

(232

)

(60

)

(a)

Interest income

—

)

—

(a)

—

Equipment rental

—

(96

)

—

(a)

—

Management fees

—

(60

)

—

(a)

—

Gain on disposal of property and equipment

—

(34

)

(433

)

(a)

—

433

(b)

Interest expense, net

4,015

634

793

)

(a)

(634

)

(m)

4,014

(793

)

(n)

Total non-operating expense (income)

3,941

443

358

467

(1,427

)

3,782

Net income (loss) before income taxes

(4,636

)

963

(2,093

)

—

(993

)

(6,759

)

Income tax expense

—

(52

)

(o)

—

Net income (loss)

(4,636

)

911

(2,093

)

—

(941

)

(6,759

)

Weighted average number of common shares outstanding, basic and diluted

73,119,471

(q)

75,331,044

Net loss per common share, basic and diluted

(0.06

)

(q)

$ (0.09)

SUNCRETE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

Historical

Transaction Accounting Adjustments

(In $000’s)

Suncrete

Pro Forma

(s)

Hope

Concrete

Nelson Bros.

Conforming and

Reclassifications

Hope Concrete

and Nelson Bros.

Acquisitions

Pro Forma

Combined

Revenues

270,302

56,552

102,536

—

429,390

Cost of goods sold

181,232

47,246

94,192

(8,780

)

(a)

(1,698

)

(c)

297,912

(24,447

)

(b)

6,231

(d)

3,936

(e)

Gross profit

89,070

9,306

8,344

33,227

(8,469

)

131,478

Operating expenses:

Selling, general, and administrative expenses

73,738

7,191

8,108

8,780

(a)

(686

)

(c)

123,357

164

(a)

2,519

(d)

686

(a)

(4,041

)

(f)

24,447

(b)

1,591

(e)

(600

)

(g)

(501

)

(h)

1,074

(i)

887

(j)

Acquisition-related costs

6,696

—

3,931

(k)

13,318

2,691

(l)

Business development

—

164

—

(164

)

(a)

—

Depreciation

—

686

—

(686

)

(a)

—

Gain on disposal of assets, net

(508

)

—

(2,316

)

(a)

—

(2,824

)

Total operating expenses

79,926

8,041

8,108

30,911

6,865

133,851

Operating income

9,144

1,265

236

2,316

(15,334

)

(2,373

)

Non-operating expenses (income):

Other expense (income)

337

—

(383

)

(a)

—

(234

)

(240

)

(a)

Interest income

—

)

—

(a)

—

Equipment rental

—

(383

)

—

383

(a)

—

Management fees

—

(240

)

—

240

(a)

—

Gain on disposal of property and equipment

—

(2,316

)

—

2,316

(a)

—

Interest expense, net

18,050

2,428

1,751

)

(a)

(2,428

)

(m)

18,049

(1,751

)

(n)

Total non-operating expense (income)

18,387

(512

)

1,803

2,316

(4,179

)

17,815

Net income (loss) before income taxes

(9,243

)

1,777

(1,567

)

—

(11,155

)

(20,188

)

Income tax expense

—

1,211

410

—

(1,211

)

(o)

—

(410

)

(p)

Net income (loss)

(9,243

)

566

(1,977

)

—

(9,534

)

(20,188

)

Weighted average number of common shares outstanding, basic and diluted

73,119,471

(q)

75,331,044

Net loss per common share, basic and diluted

(0.13

)

(q)

(0.27

)

SUNCRETE, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Basis of Presentation

The unaudited pro

forma condensed combined financial information presented herein for Suncrete reflects the combination of financial information of Haymaker and CPH, adjusted to give effect to the Business Combination and related transactions, including the Thunder

Acquisition and is denoted in the accompanying unaudited pro forma condensed combined financial information as “Suncrete Pro Forma” and also includes the historical consolidated financial statements of Hope Concrete and Nelson Bros.

The Business Combination was accounted for as a reverse recapitalization under GAAP. Under this method of accounting, Haymaker was treated as

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 nine 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 Hope Concrete Acquisition and Nelson Bros. Acquisition were preliminarily determined to be business combinations for purposes of these

unaudited pro forma condensed combined financial statements. The assets acquired and liabilities assumed will be recorded at their respective fair values as of each respective closing date. Any transaction costs will be expensed in accordance with

ASC 805. The unaudited pro forma condensed combined financial statements presented herein have been prepared to reflect the transaction accounting adjustments to Suncrete’s unaudited pro forma condensed combined financial information in order

to account for the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition.

The transaction accounting adjustments reflect the consummation of the Business Combination and related transactions, the Thunder Acquisition,

the Hope Concrete Acquisition and the Nelson Bros. Acquisition and are based on certain currently available information and certain assumptions and methodologies that Suncrete believes are reasonable. The unaudited transaction accounting

adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Suncrete believes that its assumptions and methodologies provide a reasonable basis for presenting all of the

significant effects of the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition 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 unaudited pro forma condensed combined balance sheet as of March 31, 2026, gives effect to the Business Combination and related

transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition as if they had occurred on March 31, 2026. The unaudited pro forma condensed combined statement of operations for the three months ended

March 31, 2026 and the year ended December 31, 2025 gives effect to the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition as if they had occurred on

January 1, 2025, the beginning of the earliest period presented.

The unaudited pro forma condensed combined statement of operations

does not reflect a provision for income taxes or any amounts that would have resulted had Suncrete filed consolidated income tax returns during the period presented. The unaudited pro forma condensed combined balance sheet does not reflect any

potential deferred taxes as a result of the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and Nelson Bros. Acquisition since it is likely that Suncrete will record a valuation allowance against

federal and state deferred tax assets given its history of net operating losses.

The unaudited pro forma condensed combined financial information and related notes are

presented for illustrative purposes only. If the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition contemplated herein had occurred in the past, Suncrete’s

operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information should not be relied upon as an

indication of operating results that Suncrete would have achieved if the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and the Nelson Bros. Acquisition contemplated herein had taken place on

the specified dates.

In addition, future results may vary significantly from the results reflected in the unaudited pro forma condensed

combined financial statement of operations and should not be relied upon as an indication of the future results Suncrete will have after the Business Combination and related transactions, the Thunder Acquisition, the Hope Concrete Acquisition and

the Nelson Bros. Acquisition contemplated by the unaudited pro forma condensed combined financial information. In Suncrete’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial

information have been made.

Consideration and Purchase Price Allocations

The preliminary allocations of the total purchase price for each of the Hope Concrete Acquisition and the Nelson Bros. Acquisition are based

upon management’s estimates of, and assumptions related to, the fair value of assets acquired and liabilities assumed as of March 31, 2026 for the Hope Concrete Acquisition and the Nelson Bros. Acquisition, using currently available

information and market data. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results

of operations may differ significantly from the pro forma amounts included herein. Suncrete expects to finalize the purchase price allocations as soon as reasonably practicable, which will not extend beyond the

one-year measurement period provided under ASC 805.

The consideration transferred and the fair

value of assets acquired and liabilities assumed by Suncrete for the Hope Concrete Acquisition and the Nelson Bros. Acquisition are as follows (amounts in thousands, except for share and per share amounts):

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

Long-term lease liability

5,832

Amount attributable to liabilities assumed

12,848

20,214

Total identifiable net assets acquired

81,889

70,918

The fair value measurements of the assets acquired and liabilities assumed are based on inputs that are not

observable in the market and therefore represent Level 3 inputs. The fair value of property, plant, and equipment, along with customer relationships, net, and trade name are based upon historical acquisition activity and is therefore subject to

change. Such changes in the estimated fair value could be material.

The fair value per share of Suncrete Intermediate Class B common

stock is estimated based upon the fair value of the common stock of Suncrete. Each share of Suncrete Intermediate Class B common stock is subject to an Exchange Agreement and mandatorily convertible into Suncrete Class A Common Stock at a

ratio of 10-to-1 within three years after issuance. The fair value for the Suncrete Intermediate Class B common stock was therefore based upon the April 28,

2026 Suncrete common stock closing price of $15.82 per common share multiplied by the conversion ratio of 10-to-1.

The fair value of the Earnout Amount was preliminarily estimated using an option-pricing framework based on a closed-form Black-Scholes-Merton

methodology. Under this approach, Suncrete’s current assumptions regarding projected performance were used to estimate the probability-weighted expected earnout obligation. The resulting expected payments were then discounted to present value

using discount rates intended to reflect both the expected timing of payment and the anticipated form of settlement. As the valuation of the Earnout Amount is preliminary, the estimate is based on simplified assumptions and information currently

available as of the date of this filing. Suncrete expects to finalize the valuation of the Earnout Amount as additional information becomes available and the purchase accounting analysis is completed. As a result, the final fair value determination

may differ materially from the preliminary estimate.

The fair value of the contract asset for the Sand Supply Agreement was assumed to

approximate the value of the credit for future sand to be supplied for purposes of these unaudited pro forma condensed combined financial statements.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted

by Suncrete. Actual results may differ materially from the assumptions and estimates contained herein.

The transaction accounting

adjustments are based on currently available information and certain estimates and assumptions that Suncrete believes provide a reasonable basis for presenting the significant effects of the Hope Concrete Acquisition and the Nelson Bros.

Acquisition. General descriptions of the pro forma adjustments are provided below.

Unaudited Pro Forma Condensed Combined Balance Sheet

The following adjustments were made in the preparation of the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026:

(a)

Adjustments necessary to conform the assets and liabilities of Hope Concrete to the presentation of Suncrete

include the following:

Current Assets: Reclassification of $0.9 million in related party receivables and $0.2 million

of other receivables to accounts receivable along with the reclassification of $1.1 million in prepaid expenses to other current assets.

ii.

Property, Plant and Equipment: Reclassification of $17.4 million of property and equipment, net

into $27.0 million of gross property, plant and equipment and $9.6 million of accumulated depreciation.

iii.

Long-Term Assets: Reclassification of $7.2 million of accounts receivable – related party and

$1.3 million of investment in captive insurance company into other noncurrent assets.

iv.

Current Liabilities: Reclassification of $1.8 million of accrued expenses to accrued liabilities

and $0.3 million of current portion of finance lease liability to current portion of lease liabilities.

Long-Term Liabilities: Reclassification of $5.8 million of finance lease liability, net of current

portion, to long-term lease liability.

(b)

Adjustments necessary to conform the assets and liabilities of Nelson Bros. to the presentation of Suncrete

include the following:

Current Assets: Reclassification of $20.7 million in related party receivables to accounts

receivable along with the reclassification of $2.6 million in prepaid expenses to other current assets.

ii.

Property, Plant and Equipment: Reclassification of $28.4 million of property and equipment, net

into $58.1 million of gross property, plant and equipment and $29.7 million of accumulated depreciation.

iii.

Long-Term Assets: Reclassification of $0.6 million of other assets into other noncurrent assets.

iv.

Current Liabilities: Reclassification of $2.9 million of accounts payable – related party to

accounts payable, $1.8 million of other current liabilities to accrued liabilities and $0.1 million of current portion of operating lease liabilities to current portion of lease liabilities.

Long-Term Liabilities: Reclassification of $0.1 million of operating lease liabilities, net of

current portion, to long-term lease liability.

(c)

Adjustment necessary to record the cash consideration paid to the Hope Concrete Sellers for the acquisition of

Hope Concrete.

(d)

Adjustment necessary to record the cash consideration paid to the Nelson Bros. Sellers for the acquisition of

Nelson Bros.

(e)

Adjustments necessary to remove the historical net book value of property and equipment of Hope Concrete and to

reflect the estimated fair value of property, plant and equipment of Hope Concrete acquired as of March 31, 2026. For purposes of these pro forma financial statements, the fair value of property, plant and equipment for Hope Concrete was

estimated based upon historical acquisition activity of Suncrete. The fair value of property, plant and equipment of Hope Concrete is therefore subject to change, and such changes could be material.

(f)

Adjustments necessary to remove the historical net book value of property and equipment of Nelson Bros. and to

reflect the estimated fair value of property, plant and equipment of Nelson Bros. acquired as of March 31, 2026. For purposes of these pro forma financial statements, the fair value of property, plant and equipment for Nelson Bros. was

estimated based upon historical acquisition activity of Suncrete. The fair value of property, plant and equipment of Nelson Bros. is therefore subject to change, and such changes could be material.

(g)

Adjustment necessary to remove the historical balance of goodwill of Hope Concrete.

(h)

Adjustment necessary to recognize the estimated fair value of customer relationships acquired in the Hope

Concrete Acquisition. The fair value of customer relationships was estimated based upon the historical acquisition activity of Suncrete. The fair value of customer relationships of Hope Concrete is therefore subject to change, and such changes could

be material.

(i)

Adjustment necessary to recognize the estimated fair value of customer relationships acquired in the Nelson

Bros. Acquisition. The fair value of customer relationships was estimated based upon the historical acquisition activity of Suncrete. The fair value of customer relationships of Nelson Bros. is therefore subject to change, and such changes could be

material.

(j)

Adjustment necessary to recognize the estimated fair value of trade name acquired in the Hope Concrete

Acquisition. The fair value of trade name was estimated based upon the historical acquisition activity of Suncrete. The fair value of trade name of Hope Concrete is therefore subject to change, and such changes could be material.

(k)

Adjustment necessary to recognize the estimated fair value of trade name acquired in the Nelson Bros.

Acquisition. The fair value of trade name was estimated based upon the historical acquisition activity of Suncrete. The fair value of trade name of Nelson Bros. is therefore subject to change, and such changes could be material.

(l)

Adjustment necessary to remove the management fee payable by Hope Concrete. Under the assumption the

acquisition of Hope Concrete occurred on March 31, 2026, such management fee would not have been incurred by Hope Concrete.

(m)

Adjustment necessary to reflect estimated direct costs for the Hope Concrete Acquisition incurred subsequent to

March 31, 2026. These estimated direct costs for the acquisition of Hope Concrete were incurred during the second quarter of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet as though

incurred and payable at March 31, 2026. For each completed add-on acquisition, Suncrete pays an affiliate a 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. The estimated direct costs for the Hope Concrete Acquisition include $1.6 million for this diligence and integration fee.

(n)

Adjustment necessary to reflect estimated direct costs for the Nelson Bros. Acquisition incurred subsequent to

March 31, 2026. These estimated direct costs for the acquisition of Nelson Bros. were incurred during the second quarter of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet as though

for the affiliate’s time and effort involved in transaction execution and post-closing integration activities. The estimated direct costs for the Nelson Bros. Acquisition include $1.6 million for this diligence and integration fee.

(o)

Adjustments necessary to remove current and deferred income tax liabilities of Hope Concrete. The unaudited pro

forma condensed combined balance sheet does not reflect any potential deferred taxes as a result of the Hope Concrete Acquisition since it is likely that Suncrete will record a valuation allowance against federal and state deferred tax assets given

its history of net operating losses.

(p)

Adjustments necessary to remove the historical debt balances, both current and long-term, of Nelson Bros.

Suncrete is not assuming any debt of Nelson Bros. as part of the acquisition.

(q)

Adjustments necessary to remove the historical debt balances, both current and long-term, of Hope Concrete.

Suncrete is not assuming any debt of Hope Concrete as part of the acquisition.

(r)

Adjustment necessary to reflect the Earnout Amount associated with the Nelson Bros. Acquisition. The Nelson

Bros. Sellers are eligible to receive the Earnout Amount provided the TTM Materials Spread is greater than $47.5 million during any period beginning on the first full calendar quarter ending after the Nelson Bros. Closing Date and ending on the

fifth anniversary. The fair value of the Earnout Amount was preliminarily estimated using an option-pricing framework based on a closed-form Black-Scholes-Merton methodology. The valuation of the Earnout Amount is preliminary, and the estimate is

based on simplified assumptions and information currently available as of the date of this filing. As a result, the final fair value determination may differ materially from this preliminary estimate.

(s)

Adjustment necessary to remove the historical equity balance of Hope Concrete.

(t)

Adjustment necessary to remove the historical equity balance of Nelson Bros.

(u)

Adjustment necessary to reflect the issuance of Class B common stock of Suncrete Intermediate as

consideration in the Nelson Bros. Acquisition. Each share of Suncrete Intermediate Class B common stock is subject to an Exchange Agreement and mandatorily convertible into Suncrete common stock at a ratio of 10-to-1 within three years after issuance. The fair value for the Suncrete Intermediate Class B common stock was therefore based upon the April 28, 2026 Suncrete common stock closing price of $15.82

per common share multiplied by the conversion ratio of 10-to-1.

(v)

Adjustment necessary to reflect the issuance of common stock of Suncrete as consideration in the Hope Concrete

Acquisition. The fair value of the common stock of Suncrete was based upon the April 28, 2026 closing price of $15.82 per Class A common share.

(w)

Adjustment necessary to reflect the issuance of Class A Common Stock of Suncrete as consideration in the

Nelson Bros. Acquisition. The fair value of the Class A Common Stock of Suncrete was based upon the May 6, 2026 closing price of $15.39 per share of Class A Common Stock.

(x)

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 Suncrete. Under ASC 805, the Sand Supply Agreement is considered a reduction in the

consideration paid by Suncrete. The fair value of the contract asset for the Sand Supply Agreement was assumed to approximate the value of the credit for future sand to be supplied for purposes of these unaudited pro forma condensed combined

financial statements.

(y)

Adjustment necessary to remove the historical accrued interest of Hope Concrete at March 31, 2026.

Suncrete is not assuming any debt of Hope Concrete as part of the acquisition and therefore any accrued interest was eliminated.

(z)

The information presented as “Suncrete Pro Forma” is based on the unaudited historical financial

statements of Haymaker and CPH as of March 31, 2026. The following table reconciles the information presented herein as “Suncrete Pro Forma” with the historical consolidated financial statements of Haymaker and CPH as of

March 31, 2026:

(In $000’s)

CPH

Historical

Haymaker

Historical

Transaction

Accounting

Adjustments

Suncrete

Pro Forma

ASSETS

Current assets:

Cash and cash equivalents

6,276

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

—

)

(nn)

Other current assets

8,322

—

(nn)

8,330

Total current assets

58,912

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

—

(ff)

(dd)

(gg)

(hh)

Suncrete Class B common stock

—

(gg)

Class B ordinary shares

—

)

(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

(aa)

Adjustment necessary to reflect the transfer of marketable securities held in the Trust Account to cash.

(bb)

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 Class A Common Stock.

(cc)

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.

(dd)

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 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.

(ee)

Adjustment to reflect the exchange of the Senior Preferred Units for Series A Preferred Stock of PubCo.

Pursuant to the Exchange Agreement, the Senior Preferred Units were exchanged at Closing for shares of Series A Preferred Stock, which such shares of Series A Preferred Stock are convertible into shares of Class A Common Stock pursuant to the

terms of the Certificate of Designation.

(ff)

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.

(gg)

Adjustment necessary to reflect the conversion of Company Preferred Units into shares of Class A Common

Stock and Class B Common Stock.

(hh)

Adjustment necessary to reflect the conversion of SPAC Class B Ordinary Shares into shares of Class A

Common Stock.

(ii)

Adjustment necessary to reflect the elimination of Haymaker historical accumulated deficit.

(jj)

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 Class A Common Stock.

(kk)

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 Suncrete in relation to the Business Combination.

(ll)

Adjustment to reflect aggregate payments made by Suncrete pursuant to

pre-paid forward agreements with holders of 4,902,989 Class A Ordinary Shares.

(mm)

Adjustment necessary to reflect aggregate payments made by Suncrete in connection with the Non-Redemption Agreements.

(nn)

Adjustments necessary to conform the historical financial statements of Haymaker to the presentation of CPH.

Unaudited Pro Forma Condensed Combined Statement of Operations

The following adjustments were made in the preparation of the Unaudited Pro Forma Condensed Combined Statement of Operations for three months

ended March 31, 2026 and the year ended December 31, 2025:

(a)

Adjustments necessary to conform the revenues and expenses of Hope Concrete to the presentation of Suncrete

include the following:

Cost of Goods Sold: Reclassification of $1.6 million of cost to goods sold to selling, general, and

administrative expenses to conform to the presentation of Suncrete.

ii.

Operating Expenses: Reclassification of $0.1 million of business development costs and

$0.2 million of depreciation expense to selling, general, and administrative expenses.

iii.

Non-Operating Expenses (Income): Reclassification of

$0.1 million of equipment rental income and $0.1 million of management fees to other income and $0.1 million of gain on disposal of property and equipment to gain on disposal of assets, net, included in operating expenses.

(b)

Adjustments necessary to conform the revenues and expenses of Nelson Bros. to the presentation of Suncrete

include the following:

Cost of Goods Sold: Reclassification of $5.2 million of cost to goods sold to selling, general, and

administrative expenses to conform to the presentation of Suncrete.

ii.

Non-Operating Expenses (Income): Reclassification of

$0.4 million of gain on disposal of property and equipment to gain on disposal of assets, net, included in operating expenses.

(c)

Adjustment necessary to remove the historical depreciation expense of Hope Concrete.

(d)

Adjustment necessary to reflect the estimated depreciation expense associated with the fixed assets acquired

from Hope Concrete as of March 31, 2026. Depreciation was calculated assuming a straight-line method of depreciation based on the estimated fair value and useful life of each class of fixed asset as of March 31, 2026. For purposes of these

pro forma financial statements, the fair value of property, plant and equipment for Hope Concrete was estimated based upon historical acquisition activity of Suncrete. The estimated depreciation is therefore subject to change, and such changes could

be material.

(e)

Adjustment necessary to reflect the estimated depreciation expense associated with the fixed assets acquired

from Nelson Bros. as of March 31, 2026. Depreciation was calculated assuming a straight-line method of depreciation based on the estimated fair value and useful life of each class of fixed asset as of March 31, 2026. For purposes of these

pro forma financial statements, the fair value of property, plant and equipment for Nelson Bros. was estimated based upon historical acquisition activity of Suncrete. The estimated depreciation is therefore subject to change, and such changes could

be material.

(f)

Adjustment necessary to remove the historical depreciation expense of Nelson Bros.

(g)

Adjustment necessary to remove the management fee incurred by Hope Concrete. Under the assumption the

acquisition of Hope Concrete occurred on January 1, 2025, such management fee would not have been incurred by Hope Concrete.

(h)

Adjustment necessary to remove the management fee incurred by Nelson Bros. Under the assumption the acquisition

of Nelson Bros. occurred on January 1, 2025, such management fee would not have been incurred by Nelson Bros.

(i)

Adjustment necessary to reflect amortization expense associated with the estimated fair value of customer

relationships acquired in the Hope Concrete Acquisition. 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 date of the Hope

Concrete Acquisition. The fair value of customer relationships was estimated to have a weighted average useful life of approximately 10 years. The fair value of customer relationships was estimated based upon historical acquisition activity of

Suncrete. The estimated amortization expense is therefore subject to change, and such changes could be material.

(j)

Adjustment necessary to reflect amortization expense associated with the estimated fair value of customer

relationships acquired in the Nelson Bros. Acquisition. 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 date of the Nelson Bros.

Acquisition. The fair value of customer relationships was estimated to have a weighted average useful life of approximately 10 years. The fair value of customer relationships was estimated based upon historical acquisition activity of Suncrete. The

estimated amortization expense is therefore subject to change, and such changes could be material.

(k)

Adjustment necessary to reflect estimated direct costs for the Hope Concrete Acquisition expected to be

incurred subsequent to March 31, 2026. These estimated direct costs for the acquisition of Hope Concrete will be incurred during the second quarter of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined

Statement of Operations as though incurred for the year ended December 31, 2025. For each completed add-on acquisition, Suncrete pays an affiliate a 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. The estimated direct costs for the Hope Concrete Acquisition include $1.6 million

for this diligence and integration fee.

(l)

Adjustment necessary to reflect estimated direct costs for the Nelson Bros. Acquisition expected to be incurred

subsequent to March 31, 2026. These estimated direct costs for the acquisition of Nelson Bros. will be incurred during the second quarter of 2026 and have been retrospectively reflected in the Unaudited Pro Forma Condensed Combined Statement of

Operations as though incurred for the year ended December 31, 2025. For each completed add-on acquisition, Suncrete pays an affiliate a 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. The estimated direct costs for the Nelson Bros. Acquisition include $1.6 million for this

diligence and integration fee.

(m)

Adjustment necessary to eliminate historical interest expense incurred by Hope Concrete. Cash consideration

paid by Suncrete was from cash on hand as of the date of acquisition of Hope Concrete.

(n)

Adjustment necessary to eliminate historical interest expense incurred by Nelson Bros. Cash consideration paid

by Suncrete was from cash on hand as of the date of acquisition of Nelson Bros.

(o)

Adjustment necessary to eliminate historical income tax expense of Hope Concrete. The unaudited pro forma

condensed combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had Suncrete filed consolidated income tax returns during the period presented since it is likely that Suncrete will

record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

(p)

Adjustment necessary to eliminate historical income tax expense of Nelson Bros. The unaudited pro forma

record a valuation allowance against federal and state deferred tax assets given its history of net operating losses.

(q)

The following table reconciles Suncrete pro forma and pro forma combined basic and diluted loss per share for

the three months ended March 31, 2026 and the year ended December 31, 2025 (in thousands, except share and per share amounts):

For the Three Months Ended

March 31, 2026

For the Year Ended

December 31, 2025

Suncrete

Pro Forma

Combined

Suncrete

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

)

(r)

The information presented as “Suncrete Pro Forma” is based on the unaudited historical financial

statements of Haymaker and CPH for the three months ended March 31, 2026. The following table reconciles the information presented herein as “Suncrete Pro Forma” with the historical consolidated financial statements of Haymaker and

CPH for the three months ended March 31, 2026:

(In $000’s)

CPH

Historical

Haymaker

Historical

Transaction

Accounting

Adjustments

Suncrete

Pro Forma

Revenues

61,829

—

61,829

Cost of goods sold:

42,056

—

42,056

Gross profit

19,773

—

19,773

Operating expenses:

Selling, general, and administrative expenses

16,624

—

2,828

(aa)

19,512

(aa)

General and administrative expenses

—

2,828

(2,828

)

(aa)

General and administrative expenses – related party

—

(60

)

(aa)

Acquisition-related costs

956

—

956

(Gain) loss on disposal of assets, net

—

Total operating expenses

17,580

2,888

—

20,468

Operating income

2,193

(2,888

)

—

(695

)

Non-operating expenses (income):

Interest earned on cash held in Trust Account

—

(2,342

)

2,342

(bb)

—

Change in fair value of Subscription Agreement liability

—

16,829

(16,829

)

(cc)

Other income

(74

)

—

(74

)

Interest expense, net

4,015

—

4,015

Total non-operating expense (income)

3,941

14,487

(14,487

)

3,941

Net income (loss)

(1,748

)

(17,375

)

14,487

(4,636

)

Weighted average number of common shares outstanding, basic and diluted

95,700,000

73,119,471

Net loss per common share, basic and diluted

(0.06

)

(0.06

)

(aa)

Adjustment necessary reclassify general and administrative expenses and general and administrative expenses

– related party to conform to the presentation of Suncrete.

(bb)

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.

(cc)

Adjustment necessary to eliminate the 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.

(s)

The information presented as “Suncrete Pro Forma” is based on the audited historical financial

statements of Haymaker and CPH for the year ended December 31, 2025 and for the Schwarz Entities for the period January 1, 2025 through October 17, 2025. The following table reconciles the information presented herein as

“Suncrete Pro Forma” with the historical consolidated financial statements of Haymaker and CPH for the year ended December 31, 2025 and the Schwarz Entities for the period January 1, 2025 through October 17, 2025:

(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

)

(aa)

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 Suncrete in relation to the Business Combination.

(bb)

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.

(cc)

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.

(dd)

On October 17, 2025 Eagle entered into the Thunder Acquisition. The following table presents this

acquisition for pro forma purposes. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 for CPH is based upon various assumptions, including the assumption the Thunder Acquisition occurred on

January 1, 2025 and is provided for illustrative purposes only. Therefore, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 does not purport to represent what the actual results of

operations of CPH would have been had the Thunder Acquisition occurred on the date noted above, nor is it 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 of CPH have been made.

The following table is prepared pursuant to these assumptions, and the result is included in

the “CPH Pro Forma Combined” column above:

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

)

—

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

Dilutive effect of potential Common Shares

—

Common Shares outstanding — diluted

95,700,000

Net loss per share:

Basic

(0.12

)

(0.12

)

Diluted

(0.12

)

(0.12

)

(ee)

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 (in thousands):

Historical

CPH caption

Haymaker caption

Haymaker

As Reported

Reclassification

Adjustments

Haymaker

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

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)

(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

)

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Document and Entity Information

May 06, 2026

Cover [Abstract]

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Entity Central Index Key

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Document Type

8-K/A

Document Period End Date

May 06, 2026

Entity Registrant Name

Suncrete, Inc.

Entity Incorporation State Country Code

Entity File Number

001-43227

Entity Tax Identification Number

39-4989597

Entity Address, Address Line One

521 E. 2nd Street

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Tulsa

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Amendment Description

On May 7, 2026, Suncrete, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (as amended by Amendment No. 1 on Form 8-K/A, the “Original Form 8-K”) in connection with the completion of the Company’s acquisition of Nelson Bros. Ready Mix, LLC, a Texas limited liability company, and its subsidiary, R & R Trucking LLC, a Texas limited liability company, pursuant to that certain Membership Interest Purchase Agreement, dated as of May 6, 2026, by and among Randell R. Owens, Ronda A. Owens, JAO, LLC, and Owens Regional Investments, LLC, as sellers, Jacob Owens, as sellers representative, and Hope Concrete, LLC, as purchaser (the “Acquisition”). This Current Report on Form 8-K/A (this “Amendment No. 2”) amends the Original Form 8-K to provide updated historical financial statements and pro forma financial information as further described in Item 9.01 below. The presentation of the Target Financial Statements (defined below), including the level of detail provided therein, is not necessarily indicative of how the Company intends to present its financial results in the future. The pro forma financial information included in this Amendment No. 2 has been presented for informational purposes only, as required by Form 8-K. Such pro forma financial information does not purport to represent the actual results of operations that the Company would have achieved had it completed the Acquisition prior to the periods presented in the pro forma financial information, and it is not intended as a projection of the future results of operations that the Company may achieve after the Acquisition. No other amendments are being made to the Original Form 8-K by this Amendment No. 2. This Amendment No. 2 should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Acquisition.

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