Form 8-K/A

8-K/A — Suncrete, Inc.

Accession: 0001193125-26-215623

Filed: 2026-05-11

Period: 2026-05-06

CIK: 0002094433

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

Item: Financial Statements and Exhibits

Documents

8-K/A — d42215d8ka.htm (Primary)

EX-99.1 (d42215dex991.htm)

EX-99.2 (d42215dex992.htm)

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8-K/A

8-K/A (Primary)

Filename: d42215d8ka.htm · Sequence: 1

8-K/A

true 0002094433 0002094433 2026-05-06 2026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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

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 (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”) amends the Original Form 8-K to provide the historical financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, which were omitted from the Original Report as permitted by paragraphs (a)(3) and (b)(2) of Item 9.01 of Form 8-K.

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 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. This Amendment 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 audited consolidated financial statements of Nelson Bros. Ready Mix, Ltd. and accompanying notes related thereto as of and for the fiscal years ended December 31, 2025 and 2024, are filed herewith as Exhibit 99.1 (the “Target Financial Statements”).

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2025, the unaudited pro forma condensed combined statement of comprehensive income for the fiscal 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

Audited financial statements of Nelson Bros. Ready Mix, Ltd. and accompanying notes related thereto as of and for the fiscal years ended December 31, 2025 and 2024.

99.2

Unaudited pro forma condensed combined financial information of Suncrete, Inc. and accompanying notes related thereto as of and for the fiscal years ended December 31, 2025 and 2024.

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 11, 2026

By:

/s/ Randall Edgar

Name:

Randall Edgar

Title:

Chief Executive Officer

EX-99.1

EX-99.1

Filename: d42215dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Fort Worth Office

640 Taylor Street

Suite 2200

Fort Worth, Texas 76102 817.259.9100 Main

whitleypenn.com

REPORT OF INDEPENDENT AUDITORS

To the Partners of

Nelson Bros. Ready Mix, LTD

Opinion

We have audited the accompanying financial

statements of Nelson Bros. Ready Mix, LTD (the “Company”), which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements of operations and changes in partners’ capital, and cash flows for the

years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United

States of America (“GAAP”).

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“GAAS”). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company, and to meet our ethical responsibilities, in

accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with GAAP and the design, implementation, and

maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.

1

Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud

or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always

detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or

the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or

error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to

communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audits.

Fort Worth, Texas

April 28, 2026

2

NELSON BROS. READY MIX, LTD

BALANCE SHEETS

December 31,

2025

2024

Assets

Current assets:

Cash, cash equivalents, and restricted cash

$

4,296,684

$

2,121,513

Accounts receivable - trade, less allowance for credit losses of $116,673 in 2025 and $342,882 in

2024

4,504,836

8,480,284

Accounts receivable - related parties

18,270,343

14,286,015

Other receivables

6,133

4,637,228

Inventories

2,313,677

2,150,213

Prepaid expenses and other current assets

1,940,503

355,931

Total current assets

31,332,176

32,031,184

Right-of-use asset

- operating leases, net

138,273

846,299

Property and equipment, net

29,340,321

33,273,354

Total assets

$

60,810,770

$

66,150,837

Liabilities and Partners’ Capital

Current liabilities:

Accounts payable - trade

$

8,466,047

$

16,093,756

Accounts payable - related parties

2,407,421

6,396,575

Accrued liabilities

2,172,920

1,815,842

Other current liabilities

1,839,323

1,839,323

Lines of credit

5,221,919

10,945,626

Current portion of operating lease liabilities

83,088

727,172

Current portion of notes payable

1,947,638

5,102,925

Notes payable - related parties

—

4,527,345

Total current liabilities

22,138,356

47,448,564

Operating lease liabilities, net of current portion

86,035

169,298

Notes payable, net of current portion and deferred borrowing costs

21,747,753

4,418,925

Total liabilities

43,972,144

52,036,787

Commitments and contingencies

Partners’ capital

16,838,626

14,114,050

Total liabilities and partners’ capital

$

60,810,770

$

66,150,837

See accompanying notes to financial statements.

3

NELSON BROS. READY MIX, LTD

STATEMENTS OF OPERATIONS AND

CHANGES IN PARTNERS’ CAPITAL

Years Ended December 31,

2025

2024

Sales

$

102,535,757

$

143,855,569

Cost of sales

94,191,863

131,502,506

Gross profit from operations

8,343,894

12,353,063

General and administrative expenses

8,107,907

11,171,533

Income from operations

235,987

1,181,530

Other income (expense):

Other income (expense)

(51,837

)

343,041

Loss on sales of property and equipment

—

(30,614

)

Interest expense

(1,751,167

)

(1,891,743

)

Total other expense

(1,803,004

)

(1,579,316

)

Loss before state income tax

(1,567,017

)

(397,786

)

Provision for state income tax

409,549

579,378

Net loss

(1,976,566

)

(977,164

)

Partners’ capital at beginning of year

14,114,050

19,097,984

Contributions from partners

4,810,220

—

Distributions to partners

(109,078

)

(4,006,770

)

Partners’ capital at end of year

$

16,838,626

$

14,114,050

See accompanying notes to financial statements.

4

NELSON BROS. READY MIX, LTD

STATEMENTS OF CASH FLOWS

Years Ended December 31,

2025

2024

Cash Flows from Operating Activities:

Net loss

$

(1,976,566

)

$

(977,164

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

4,041,394

3,987,271

Amortization of

right-of-use asset

708,026

686,726

Loss on sales of property and equipment

—

30,614

Provision for (recovery of) credit losses

(226,209

)

315,360

Non-cash lease expense

16,365

87,165

Changes in operating assets and liabilities:

Accounts receivable - trade

4,201,657

6,739,076

Accounts receivable - related parties

(3,984,328

)

(2,288,213

)

Other receivables

4,631,095

(1,794,115

)

Inventories

(163,464

)

(348,973

)

Prepaid expenses and other current assets

(1,584,572

)

414,289

Accounts payable - trade

(7,627,709

)

711,941

Accounts payable - related parties

(3,989,154

)

(1,041,339

)

Accrued liabilities and other current liabilities

357,078

158,171

Operating lease liabilities

(743,712

)

(723,720

)

Net cash provided by (used in) operating activities

(6,340,099

)

5,957,089

Cash Flows from Investing Activities:

Acquisitions of property and equipment

—

(1,456,340

)

Proceeds on sales of property and equipment

—

66,066

Net cash used in investing activities

—

(1,390,274

)

Cash Flows from Financing Activities:

Distributions to partners

(109,078

)

(4,006,770

)

Contributions from partners

4,810,220

—

Proceeds from line of credit

25,377,697

3,800,000

Payments on line of credit

(31,101,404

)

(1,111,285

)

Proceeds from notes payable

25,000,000

—

Payments on notes payable

(9,710,083

)

(5,673,917

)

Payment of deferred borrowing costs

(1,224,737

)

—

Proceeds from notes payable - related parties

—

3,000,000

Payments on notes payable - related parties

(4,527,345

)

(288,429

)

Net cash provided by (used in) financing activities

8,515,270

(4,280,401

)

Net increase in cash, cash equivalents, and restricted cash

2,175,171

286,414

Cash, cash equivalents, and restricted cash at beginning of year

2,121,513

1,835,099

Cash, cash equivalents, and restricted cash at end of year

$

4,296,684

$

2,121,513

See accompanying notes to financial statements.

5

NELSON BROS. READY MIX, LTD

STATEMENTS OF CASH FLOWS (continued)

Years Ended December 31,

2025

2024

Supplemental Disclosure of Cash Flow Information

Cash paid during the year for interest

$

1,549,165

$

1,877,024

Cash paid during the year for state income taxes

$

409,549

$

579,378

Operating

right-of-use asset assumed through lease liabilities

$

—

$

1,533,025

See accompanying notes to financial statements.

6

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS

Years Ended December 31, 2025 and 2024

A. Nature of Business

Nelson Bros. Ready Mix, LTD (the

“Company”) is 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 Lewisville, Texas, and

the Company has plants in various locations in North Texas.

B. Summary of Significant Accounting Policies

A summary of the Company’s significant accounting policies consistently applied in the preparation of the accompanying financial statements follows.

Basis of Accounting

The accounts are maintained and the

financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

The preparation of financial statements

in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts in the financial statements and accompanying notes. Actual results could differ from these estimates and assumptions.

Cash, Cash Equivalents, and Restricted Cash

The Company

considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At December 31, 2025 and 2024, the Company had no such investments. The Company maintains deposits primarily in one financial

institution, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying balance sheets that sum to the

total of the same such amounts shown in the statements of cash flows as of December 31:

2025

2024

Cash and cash equivalents

$

2,356,198

$

2,121,513

Restricted cash

1,940,486

—

Total cash, cash equivalents, and restricted cash

$

4,296,684

$

2,121,513

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.

7

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

Accounts Receivable and Allowance for Credit Losses

Accounts receivable - trade are recorded at the invoiced amount and do not typically bear interest. The Company regularly monitors and assesses its risk of not

collecting amounts owed by customers. The Company operates primarily in the construction industry, and its accounts receivable are primarily derived from customers servicing that industry. At each balance sheet date, the Company recognizes an

expected allowance for credit losses if determined necessary. The Company has elected the practical expedient to assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for its

eligible assets. The Company also considers subsequent collections of accounts receivable balances received after the balance sheet date through the date before the financial statements are available to be issued when determining its allowance

estimate. As necessary, the Company will adjust historical data used in the estimation to reflect current conditions. This estimate is calculated on a pooled basis where similar risk characteristics exist. If applicable, accounts receivable are

evaluated individually when they do not share similar risk characteristics which could exist in circumstances where amounts are considered at risk or uncollectible.

The allowance estimate is derived from a review of the Company’s historical losses based on the aging of receivables. The Company believes historical

loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s portfolio segments have remained constant since the Company’s inception.

The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility

of recovery. If any recoveries are made from any accounts previously written off, they will be recognized and offset to the provision for credit losses in the year of recovery, in accordance with the Company’s accounting policy election. The

total amount of write-offs was immaterial to the financial statements as a whole for the years ended December 31, 2025 and 2024.

The opening balance

of accounts receivable – trade, net as of January 1, 2024, was approximately $15,535,000.

Inventories

Inventories are carried at the lower of cost or net realizable value using the average cost method and consist of raw materials and shop supplies used in the

production of concrete.

Property and Equipment

Property and equipment are stated at cost. Maintenance, repairs, and renewals are expensed, and additions and improvements are capitalized. Depreciation is

computed using the straight-line method. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts, and any gains or losses are charged or credited to the operating results of the respective

period. Estimated useful depreciable lives of assets are stated below:

Furniture and fixtures

5 –7 years

Office equipment

3 years

Machinery and equipment

3 – 15 years

Vehicles and trailers

5 years

Building and improvements

7 – 30 years

8

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

Long-Lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be

recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows that the assets are expected to generate. If long-lived assets are considered to be impaired, the impairment to be

recognized equals the amount by which the carrying value of the asset exceeds its fair market value and is recorded in the period the determination was made. Based upon management’s assessment, there was no impairment of long-lived assets at

December 31, 2025 or 2024.

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 (collectively, “ROU assets”) represent the Company’s right to use an underlying asset for the lease term. Operating

lease liabilities (collectively, “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 years ended December 31,

2025 and 2024.

Revenue Recognition

The Company

recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, which provides a five-step model for recognizing revenue from

contracts with customers as follows:

•

Identify the contract with a customer.

9

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

Revenue Recognition - continued

•

Identify the performance obligations in the contract.

•

Determine the transaction price.

•

Allocate the transaction price to the performance obligation in the contract.

•

Recognize revenue when or as performance obligations are satisfied.

The Company recognizes revenues from residential and commercial concrete construction projects, which are recognized at a point in time in which performance

obligations are satisfied, which is when materials are transferred to the customer. This occurs when title and ownership are transferred and the customer is obligated to pay. There are generally no variable considerations in the transaction prices.

Concrete construction projects are subject to economic conditions and may fluctuate based on changes in the industry, trade policies, and financial markets.

Advertising

Advertising costs are expensed as incurred.

Advertising expense for the years ended December 31, 2025 and 2024, was approximately $296,000 and $465,000, respectively, and is included in general and administrative expenses in the accompanying statements of operations and changes in

partners’ capital.

Taxes Collected from Customers

In the course of doing business, the Company collects taxes from customers, including but not limited to sales taxes. It is the Company’s policy to

record these taxes on a net basis in the statement of operations; therefore, the Company does not include the taxes collected as a component of revenues. During 2023, the Company overpaid sales tax, which was in the process of being refunded at year-end. As a result of the overpayment, the Company was due approximately $3,615,000 as of December 31, 2024, which is reflected as other receivables in the accompanying balance sheet. We note no such amounts

were due to the Company at December 31, 2025.

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 at

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

jurisdictions in which it operates.

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. If 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 years ended December 31, 2025 and 2024.

10

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

Income Taxes - continued

Under the centralized partnership audit rules, the Internal Revenue Service (“IRS”) assesses and

collects underpayments of tax from the partnership instead of from each partner. The partnership may be able to pass the adjustments through to its partners by making a push-out election or, if eligible, by

electing out of the centralized partnership audit rules.

The collection of tax from the partnership is only an administrative convenience for the IRS to

collect any underpayment of income taxes including interest and penalties. Income taxes on partnership income, regardless of who pays the tax or when the tax is paid, are attributed to the partners. Any payment made by the partnership as a result of

an IRS examination will be treated as a distribution from the partnership to the partners in the financial statements.

The Company did not incur any

penalties or interest related to its state tax returns during the years ended December 31, 2025 and 2024.

Insurance Plan

During the year ended December 31, 2024, the Company became a participant in a member-owned captive insurance plan (the “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 claim’s history for that plan year. Premium payments of approximately $3,533,000 and $3,232,000 were made during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company expects a refund

for some of the premium paid once the corresponding plan year is fully closed and does not anticipate any liability for excess claims. Any receivable amount is not currently estimatable.

Reclassifications

Certain prior year amounts have been

reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations.

Recently

Adopted Accounting Standards

On January 1, 2025, the Company adopted FASB Accounting Standards Update

2025-05: Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for the Company to assume that current conditions as of the balance sheet date

will persist through the

11

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

Recently Adopted Accounting Standards - continued

reasonable and supportable forecast period for eligible assets as well as provide a policy election to consider subsequent collections of balances received after the balance sheet date through a

date selected by the Company. The Company applied the standard on a prospective basis to its eligible assets of accounts receivable - trade. There was no material impact on the Company’s results of operations or financial condition upon

adoption of the new standard.

C. Allowance for Credit Losses

The allowance for credit losses for accounts receivable and the related activity as of December 31:

2025

2024

Beginning balance

$

342,882

$

60,000

Provision for credit losses

—

315,360

Recovery of credit losses

(226,209

)

—

Write-offs

—

(32,478

)

Ending balance

$

116,673

$

342,882

D. Property and Equipment

Property and equipment are comprised of the following at December 31:

2025

2024

Furniture and fixtures

$

46,561

$

46,561

Office equipment

274,162

274,287

Machinery and equipment

6,568,417

6,292,427

Vehicles and trailers

32,843,309

32,761,221

Building and improvements

20,900,234

21,258,783

Construction in progress

854,506

853,822

Total property and equipment

61,487,189

61,487,101

Less accumulated depreciation

(32,146,868

)

(28,213,747

)

Property and equipment, net

$

29,340,321

$

33,273,354

Depreciation expense for the years ended December 31, 2025 and 2024, was approximately $3,933,000 and $3,981,000,

respectively, and is included within general and administrative expenses on the accompanying statements of operations and changes in partners’ capital.

E. Inventories

Inventories consist of the following as

of December 31:

2025

2024

Raw materials

$

1,510,422

$

1,125,257

Admixture

439,514

424,763

Shop supplies

363,741

600,193

Total inventories

$

2,313,677

$

2,150,213

12

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

F. Lines of Credit

During the year ended December 31, 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 (7.85% at December 31, 2024). At December 31, 2024, the outstanding balance under this

facility was approximately $10,946,000.

The line of credit matured in October 2025 and was repaid in full, in conjunction with the new revolving credit

facility described below. The letter of credit (see Note B) serving as collateral for the Insurance Plan was issued in conjunction with the line of credit. Because the line matured, the Company is required to provide cash collateral equal to 105% of

the face amount of outstanding letters of credit. Accordingly, the Company pledged approximately $1,940,000 of cash, which is held in a segregated, restricted account and serves as continuing collateral for the Company’s reimbursement and

other obligations related to the letters of credit. These funds are restricted from use until the letters of credit expire or are otherwise terminated and all related obligations have been satisfied.

On October 27, 2025, the Company, along with other related parties (collectively, the “Borrowers”), entered into a Master Credit and Security

Agreement (the “Credit Agreement”) with Pathward, National Association (the “Lender”). The Credit Agreement provides for a revolving line of credit (the “Revolving Loan”) with a maximum borrowing capacity of

$15,000,000. Borrowings under the Revolving Loan may be drawn, repaid, and reborrowed from time to time, subject to the terms of the Credit Agreement and the availability limitations discussed below.

Availability under the Revolving Loan is limited to the lesser 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 Credit Agreement.

The Revolving Loan 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 Revolving Loan are classified as a current liability in the accompanying balance sheets. In addition, the Credit 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 Revolving Loan bear interest at a variable rate equal to the Wall Street Journal Prime Rate plus 1.50%, subject to a minimum

interest rate of 7.00% per annum (8.25% at December 31, 2025). 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 4.00%.

The Company may voluntarily terminate the Revolving Loan and prepay outstanding borrowings, subject to a prepayment fee based on the remaining commitment and

the timing of termination, which generally declines over the first two years of the facility and may be waived under certain conditions. The Revolving Loan is secured by a first-priority security interest (subject to permitted liens and an

intercreditor arrangement with Ansley Park Capital, LLC—see Note G) 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.

13

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

F. Lines of Credit - continued

The obligations under the Credit Agreement are joint and several among the Borrowers and are guaranteed by

certain affiliated entities and individuals pursuant to separate guaranty agreements. The Credit Agreement contains customary affirmative and negative covenants, including requirements related to financial reporting, maintenance of insurance, and

restrictions on additional indebtedness, liens, asset dispositions, distributions, and affiliate transactions. The Company was in compliance with these covenants at December 31, 2025. The outstanding balance under the Revolving Loan was

$5,221,919 at December 31, 2025.

G. Notes Payable

The Company previously financed various items of property and equipment through notes payable with third parties. These notes were generally secured by the

related assets, bore interest at rates ranging from 3.00% to 11.00%, and matured on various dates from January 2025 through November 2032. The notes required monthly principal and interest payments and were paid in full during 2025 in conjunction

with the new credit facilities described below.

On October 27, 2025, the Company, along with various related parties, entered into a fixed-rate

promissory note (the “Note”) with Ansley Park Capital, LLC (the “New Lender”) 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. In 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, the New Lender 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 notes payable of approximately $1,254,000. The Company amortized approximately

$108,000 of these deferred borrowing costs during 2025, and the remaining unamortized portion of the deferred borrowing costs is approximately $1,146,000 as of December 31, 2025.

At December 31, 2025, the aggregate maturities of notes payable are as follows:

2026

$

1,947,638

2027

2,234,059

2028

2,499,177

2029

2,810,540

2030

3,152,848

14

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

G. Notes Payable - continued

Thereafter

12,196,644

Total future maturities

24,840,906

Less: current portion

(1,947,638

)

Less: deferred borrowing costs

(1,145,515

)

Total notes payable, net of current portion

$

21,747,753

H. Leases

The components

of lease expense are as follows during the years ended December 31:

2025

2024

Operating lease cost

$

728,474

$

728,471

Short-term lease cost

$

41,916

$

175,534

Weighted average lease term and discount rate are as follows as of December 31:

2025

2024

Weighted average remaining lease term (years)

Operating leases

2.06

1.57

Weighted average discount rate

Operating leases

1.67

%

3.64

%

Maturities of operating lease liabilities as of December 31, 2025, are as follows:

2026

$

85,248

2027

86,784

Total lease payments

172,032

Less present value discount

(2,909

)

Lease liabilities

$

169,123

Cash paid during the years ended December 31, 2025 and 2024, for operating leases was approximately $744,000 and

$724,000, respectively, and is included in general and administrative expenses in the accompanying statements of operations and changes in partners’ capital.

I. Retirement Plan

Substantially all of the

Company’s full-time employees are covered by a qualified 401(k) plan (the “Plan”). The Plan allows participants to elect to defer up to 100% of their compensation, as defined by the Plan and subject to limitations on annual

additions and other limitations imposed by the Internal Revenue Code. The Company may make discretionary matching contributions to the Plan as determined annually by its Board of Directors, which was 50 cents for every one dollar contributed by each

participant, up to a maximum of three percent of the participant’s eligible compensation for 2025 and 2024. The Company’s discretionary matching contributions to the Plan for the years ended December 31, 2025 and 2024, were

approximately $115,000 and $197,000, respectively. In addition, the Company may make an additional profit-sharing contribution to participants. No additional profit-sharing contributions were made for the year ended December 31, 2025 or 2024.

15

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

J. Commitments and Contingencies

Concentrations of Credit

Financial instruments, which

potentially subject the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company places cash with high credit quality financial institutions, and the Company provides credit in the normal course of

business to customers on whom it performs ongoing credit evaluations and maintains allowances for potential credit losses.

Major Customers

The Company had one customer which accounted for approximately 16% of accounts receivable – trade at December 31, 2025. At December 31, 2024,

the Company did not have any customers that accounted for more than 10% of accounts receivable—trade. For the years ended December 31, 2025 and 2024, there was one customer which accounted for approximately 14% and 15%, respectively, of

total revenue. The loss of these customers could have an adverse impact on the Company.

Legal

The Company is involved in various lawsuits and claims arising in the normal course of business. In management’s opinion, the ultimate outcome of these

items will not have a material adverse effect on the financial position or results of operations of the Company.

K. Related-Party Transactions

The Company has various related party accounts receivable and payable balances at year-end with several

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

During 2025 and 2024, the Company purchased approximately $15,256,000 and $21,912,000, respectively, in hauling services from a related party, which are

included in cost of sales in the accompanying statements of operations and changes in partners’ capital.

During 2025 and 2024, the Company

had concrete sales of approximately $9,328,000 and $4,027,000, respectively, to another related party.

The Company has a management fee agreement

with a related party. During 2025 and 2024, the Company incurred management fees of $501,000 and $385,000, respectively, which are included in general and administrative expenses in the accompanying statements of operations and changes in

partners’ capital.

The Company also has various leases with a related party, from which they incurred approximately $728,000 and $728,000 in

lease expenses for the years ended December 31, 2025 and 2024, respectively, which are included in general and administrative expenses in the accompanying statements of operations and changes in partners’ capital.

The Company had a note payable to a related party with a maturity date of June 29, 2029. As of December 31, 2024, the note payable had a balance of

approximately $1,527,000. The note bore interest at 4.75% and the Company incurred approximately $36,000 and $79,000 of interest expense related to this note during the years ended December 31, 2025 and 2024, respectively. Such balance, which

was included in notes payable – related parties, is disclosed as a current liability as of December 31, 2024, in the accompanying balance sheet. The note was paid off in full during the year ended December 31, 2025.

16

NELSON BROS. READY MIX, LTD

NOTES TO FINANCIAL STATEMENTS (continued)

B. Summary of Significant Accounting Policies - continued

K. Related-Party Transactions - continued

During the year ended December 31, 2024, the Company entered into a note payable with a related party

with a maturity date of February 2, 2025. As of December 31, 2024, the note payable had a balance of $3,000,000. The note bore interest at the Prime rate plus an applicable margin. Such balance, which was included in notes payable –

related parties, was disclosed as a current liability as of December 31, 2024, in the accompanying balance sheet. The note was paid off in full during the year ended December 31, 2025.

L. Employee Retention Credit

The CARES Act provides an

employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. During the year ended December 31, 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 IRS. Accordingly, the amounts received have been recorded in other current liabilities on the accompanying balance sheets as of

December 31, 2025 and 2024.

The Company incurred fees related to the ERC of approximately $427,000, which are netted with the amount deferred,

resulting in a net deferral of approximately $1,839,000.

M. Subsequent Events

In preparing the financial statements, management has evaluated all subsequent events and transactions for potential recognition or disclosure through

April 28, 2026, the date the financial statements were available for issuance.

Subsequent to year-end, the

Company entered into a non-binding letter of intent with a third party pursuant to which the third party has expressed interest in acquiring equity interests of the Company and a related entity. The proposed

transaction contemplates a purchase price based on a total enterprise value for both entities, is subject to due diligence, negotiation of definitive agreements, regulatory approvals, and other customary closing conditions. The letter of intent also

contemplates that a portion of the consideration may be contingent upon future financial performance of the Company.

The letter of intent is non-binding, and there can be no assurance that a definitive agreement will be executed or that the proposed transaction will be consummated; however, management is working towards a transaction and believes it will

take place. Accordingly, no amounts related to this potential transaction have been reflected in the accompanying financial statements.

17

EX-99.2

EX-99.2

Filename: d42215dex992.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:

1)

At the Initial Merger Effective Time:

a.

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;

b.

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;

c.

The certificate of incorporation and bylaws of Merger Sub I, as in effect immediately prior to the Initial

Merger Effective Time, became the certificate of incorporation and bylaws for the SPAC until thereafter amended in accordance with their terms and applicable provisions of the DGCL;

d.

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

e.

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

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

f.

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”);

g.

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

h.

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

2)

At the Acquisition Merger Effective Time:

a.

The certificate of formation and limited liability company agreement of Merger Sub II, as in effect immediately

prior to the Acquisition Merger Effective Time, in materially the same form, became the certificate of formation and limited liability company agreement of the Surviving Subsidiary Company until thereafter amended in accordance with their terms and

the applicable provision of the DLLCA;

b.

Each issued and outstanding Company Common Unit was cancelled and converted into the right to receive, in the

aggregate, that number of fully paid and non-assessable shares of 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);

1

c.

Each issued and outstanding Preferred Unit of CPH was cancelled and converted into the right to receive, in the

aggregate, that number of fully paid and non-assessable shares of 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);

d.

Each issued and outstanding Incentive Unit of CPH was automatically cancelled and ceased to exist in exchange

for a right to receive a number of restricted Class A Common Stock equal to the Company Incentive Unit Share Consideration (as defined in the Business Combination Agreement) with respect to such Company Incentive Unit;

e.

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

f.

Each issued and outstanding 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);

g.

Each issued and outstanding Unit of Merger Sub II was converted into and exchanged for one validly issued,

fully paid and non-assessable Unit of CPH; and

h.

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

contractual requirements, PubCo issued 2,500,000 shares of 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

2

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 eight members of the board of directors of PubCo;

•

CPH’s operations prior to the acquisition comprising the only ongoing operations of PubCo; and

•

CPH’s senior management comprising a majority of the senior management of PubCo.

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”).

3

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 $39.3 million paid to the Hope Concrete Sellers, $27.4 million

paid to satisfy the debt obligations of Hope Concrete and closing adjustments of $0.7 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

On 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.

4

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 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 December 31, 2025. The unaudited

pro forma condensed combined statement of operations for 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 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 Securities and Exchange Commission (the “SEC”) on April 14, 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 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 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; 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 elsewhere in this Current Report on Form 8-K.

5

SUNCRETE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2025

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

$

168,722

$

833

$

—

$

2,356

(b

)

$

(67,412

)

(c

)

$

59,499

(45,000

)

(d

)

Cash, cash equivalents and restricted cash

—

—

4,297

(4,297

)

(b

)

—

—

Restricted cash

—

—

—

1,941

(b

)

—

1,941

Accounts receivable, net

33,699

6,175

4,505

223

(a

)

—

62,983

18,270

(b

)

6

(b

)

105

(a

)

Accounts receivable – related party

—

105

18,270

(18,270

)

(b

)

—

—

(105

)

(a

)

Other receivables

—

223

6

(223

)

(a

)

—

—

(6

)

(b

)

Inventory

8,723

802

2,314

—

—

11,839

Prepaid expenses

—

1,651

1,941

(1,651

)

(a

)

—

—

(1,941

)

(b

)

Other current assets

5,082

—

—

1,651

(a

)

9,034

(x

)

17,708

1,941

(b

)

Total current assets

216,226

9,789

31,333

—

(103,378

)

153,970

Property, plant and equipment:

Property, plant and equipment, at cost

168,767

—

—

26,655

(a

)

(26,655

)

(e

)

264,784

61,487

(b

)

54,062

(e

)

(61,487

)

(f

)

41,955

(f

)

Less: accumulated depreciation

(15,930

)

—

—

(8,948

)

(a

)

8,948

(e

)

(15,930

)

(32,147

)

(b

)

32,147

(f

)

Property, plant and equipment, net

152,837

—

—

47,047

48,970

248,854

Property and equipment, net

—

17,707

29,340

(17,707

)

(a

)

—

—

(29,340

)

(b

)

Accounts and notes receivable – related party

—

6,775

—

(6,775

)

(a

)

—

—

Goodwill

79,505

28,060

—

—

(28,060

)

(g

)

79,505

Customer relationships, net

71,373

—

—

—

10,910

(h

)

90,750

8,467

(i

)

Trade name

24,800

—

—

—

5,258

(j

)

34,139

4,081

(k

)

Right-to-use

assets, net

—

5,914

138

—

—

6,052

Investment in captive insurance company

—

1,287

—

(1,287

)

(a

)

—

—

Other noncurrent assets, net

2,385

—

—

6,775

(a

)

—

10,447

1,287

(a

)

Total assets

$

547,126

$

69,532

$

60,811

$

—

$

(53,752

)

$

623,717

6

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

LIABILITIES, REDEEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

12,558

$

3,735

$

8,466

$

2,407

(b

)

$

(150

)

(l

)

$

27,016

Accounts payable – related party

—

—

2,407

(2,407

)

(b

)

—

—

Bank overdraft

—

325

—

(325

)

(a

)

—

—

Accrued liabilities

15,905

—

2,173

325

(a

)

(214

)

(y

)

29,523

2,250

(a

)

4,329

(m

)

1,839

(b

)

2,916

(n

)

Accrued expenses

—

2,250

—

(2,250

)

(a

)

—

—

Other current liabilities

—

—

1,839

(1,839

)

(b

)

—

—

Current income tax liability

—

120

—

—

(120

)

(o

)

—

Deferred income tax liability

—

4,597

—

—

(4,597

)

(o

)

—

Current portion of finance lease liability

—

328

—

(328

)

(a

)

—

—

Lines of credit

—

—

5,222

—

(5,222

)

(p

)

—

Current portion of lease liabilities

475

—

—

328

(a

)

—

886

83

(b

)

Current portion of operating lease liabilities

—

—

83

(83

)

(b

)

—

—

Current portion of notes payable

—

—

1,948

—

(1,948

)

(p

)

—

Current portion of notes payable, net of deferred loan costs

—

5,138

—

—

(5,138

)

(q

)

—

Long-term debt, current portion

27,081

—

—

—

—

27,081

Total current liabilities

56,019

16,493

22,138

—

(10,144

)

84,506

Finance lease liability, net of current portion

—

5,832

—

(5,832

)

(a

)

—

—

Operating lease liabilities, net of current portion

—

—

86

(86

)

(b

)

—

—

Long-term lease liability

1,727

—

—

5,832

(a

)

—

7,645

86

(b

)

Contingent consideration

—

—

—

—

15,000

(r

)

15,000

Notes payable, net of current portion and deferred loan costs

—

21,628

21,748

—

(21,628

)

(q

)

—

(21,748

)

(p

)

Long-term debt, net

186,625

—

—

—

—

186,625

Total liabilities

244,371

43,953

43,972

—

(38,325

)

293,776

7

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

Commitments and Contingencies

Redeemable mezzanine equity

Series A preferred stock

$

26,590

$

—

$

—

$

—

$

—

$

26,590

Shareholders’ equity

Suncrete Class A

common stock

5

—

—

—

—

5

Suncrete Class B

common stock

1

—

—

—

—

1

Members equity (deficit)

(24,631

)

25,579

—

—

(25,579

)

(s

)

(31,876

)

(4,329

)

(m

)

(2,916

)

(n

)

Partners’ capital

—

—

16,839

—

(16,839

)

(t

)

—

Additional paid-in capital

300,790

—

—

—

19,953

(w

)

335,221

10,997

(u

)

3,481

(v

)

Total shareholders’ equity

276,165

25,579

16,839

—

(15,232

)

303,351

Total liabilities, redeemable mezzanine equity, and shareholders’ equity

$

547,126

$

69,532

$

60,811

$

—

$

(53,752

)

$

623,717

8

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

(r)

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

(9,329

)

(a

)

(1,698

)

(c

)

296,044

(25,444

)

(b

)

5,964

(d

)

3,881

(e

)

Gross profit

89,070

9,306

8,344

34,773

(8,147

)

133,346

Operating expenses:

Selling, general, and administrative expenses

73,738

7,191

8,108

9,329

(a

)

(686

)

(c

)

124,750

164

(a

)

2,411

(d

)

686

(a

)

(4,041

)

(f

)

25,444

(b

)

1,569

(e

)

(600

)

(g

)

(501

)

(h

)

1,091

(i

)

847

(j

)

Acquisition-related costs

6,696

—

—

—

4,329

(k

)

13,941

2,916

(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

32,457

7,335

135,867

Operating income

9,144

1,265

236

2,316

(15,482

)

(2,521

)

Non-operating expenses (income):

Other expense (income)

337

—

52

(383

)

(a

)

—

(234

)

(240

)

(a

)

Interest income

—

(1

)

—

1

(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

(1

)

(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

)

—

(11,303

)

(20,336

)

Income tax expense

—

1,211

410

—

(1,211

)

(o

)

—

(410

)

(p

)

Net income (loss)

$

(9,243

)

$

566

$

(1,977

)

$

—

$

(9,682

)

$

(20,336

)

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

)

9

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 “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.

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 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 December 31, 2025. The unaudited pro forma condensed combined statement of operations for the year ended

December 31, 2025 gives effect to the Business

10

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 April 28, 2026 for the Hope Concrete Acquisition and May 6, 2026 for 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.

11

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

—

$

19,953

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

$

70,919

Fair value of assets acquired:

Cash and cash equivalents

$

833

$

4,297

Accounts receivable, net

6,503

22,781

Inventory

802

2,314

Other current assets

1,651

1,941

Property, plant and equipment

54,062

41,955

Customer relationships, net

10,911

8,467

Trade name

5,258

4,081

Right-to-use

assets, net

5,914

138

Other noncurrent assets, net

8,062

—

Amount attributable to assets acquired

$

93,996

$

85,974

12

Hope Concrete

Nelson

Bros.

Fair value of liabilities assumed:

Accounts payable

$

3,585

$

10,874

Accrued liabilities

2,361

4,012

Current portion of lease liabilities

329

83

Long-term lease liability

5,832

86

Amount attributable to liabilities assumed

$

12,107

$

15,055

Total identifiable net assets acquired

$

81,889

$

70,919

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.

13

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 December 31,

2025:

(a)

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

(b)

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

(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 December 31, 2025. 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 December 31, 2025. 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 December 31, 2025, 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

December 31, 2025. These estimated direct costs for the acquisition of Hope Concrete

14

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

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.

(n)

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

December 31, 2025. 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

incurred and payable at 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.

(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

15

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 December 31, 2025.

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 audited historical financial

statements of Haymaker and CPH as of December 31, 2025. The following table reconciles the information presented herein as “Suncrete Pro Forma” with the historical consolidated financial statements of Haymaker and CPH as of

December 31, 2025:

(In $000’s)

CPH

Historical

Haymaker

As

Reclassified

(nn)

Transaction

Accounting

Adjustments

Suncrete

Pro

Forma

ASSETS

Current assets:

Cash and cash equivalents

$

6,333

$

4

$

258,241

(aa

)

$

168,722

(10,460

)

(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

33,699

—

—

33,699

Inventory

8,723

—

—

8,723

Other current assets

5,047

35

—

5,082

Total current assets

53,802

39

162,385

216,226

Property, plant and equipment:

Property, plant & equipment, at cost

168,767

—

—

168,767

Less: accumulated depreciation

(15,930

)

—

—

(15,930

)

Property, plant and equipment, net

152,837

—

—

152,837

Goodwill

79,505

—

—

79,505

Customer relationships, net

71,373

—

—

71,373

Trade name

24,800

—

—

24,800

Cash and securities held in Trust Account

—

258,241

(258,241

)

(aa

)

—

Other noncurrent assets

2,385

—

—

2,385

Total assets

$

384,702

$

258,280

$

(95,856

)

$

547,126

16

(In $000’s)

CPH

Historical

Haymaker

As

Reclassified

(nn)

Transaction

Accounting

Adjustments

Suncrete

Pro

Forma

LIABILITIES, REDEEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS’

EQUITY

Current liabilities:

Accounts payable

$

12,558

$

—

$

—

$

12,558

Accrued liabilities

13,654

2,251

—

15,905

WCL Promissory Note - related party

—

1,060

(1,060

)

(bb

)

—

Current portion of lease liabilities

475

—

—

475

Extension promissory note

—

2,250

(2,250

)

(bb

)

—

Long-term debt, current portion

27,081

—

—

27,081

Total current liabilities

53,768

5,561

(3,310

)

56,019

Deferred underwriting fee payable

—

8,650

(8,650

)

(bb

)

—

Subscription Agreement liability

—

9,075

(9,075

)

(ff

)

Long-term lease liability

1,727

—

—

1,727

Long-term debt, net

186,625

—

—

186,625

Total liabilities

242,120

23,286

(21,035

)

244,371

Commitments and Contingencies

Redeemable mezzanine equity

Class A ordinary shares subject to possible redemption

—

258,241

(258,241

)

(ff

)

—

Senior preferred units

26,590

—

(26,590

)

(ee

)

—

Preferred units

130,623

—

(130,623

)

(gg

)

—

Series A preferred stock

—

—

26,590

(ee

)

26,590

Shareholders’ equity

Suncrete Class A common stock

—

—

1

(ff

)

5

2

(dd

)

1

(gg

)

1

(hh

)

Suncrete Class B common stock

—

—

1

(gg

)

1

Class B ordinary shares

—

1

(1

)

(hh

)

—

Members’ equity (deficit)

(14,631

)

—

(10,000

)

(kk

)

(24,631

)

Additional paid-in capital

—

—

123,196

(ff

)

300,790

(12,180

)

(cc

)

167,118

(dd

)

130,621

(gg

)

(23,248

)

(ii

)

(3,613

)

(mm

)

1,500

(bb

)

(56,729

)

(ll

)

(25,875

)

(jj

)

Accumulated deficit

—

(23,248

)

23,248

(ii

)

—

Total shareholders’ equity

(14,631

)

(23,247

)

314,043

276,165

Total liabilities, redeemable mezzanine equity, and shareholders’ equity

$

384,702

$

258,280

$

(95,856

)

$

547,126

(aa)

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

17

(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)

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):

18

AS RECLASSIFIED BALANCE SHEET OF HAYMAKER

AS OF DECEMBER 31, 2025

Historical

CPH caption

Haymaker caption

Haymaker

As Reported

Reclassification

Adjustments

Haymaker

As Reclassified

ASSETS

ASSETS

Current assets:

Current assets:

Cash and cash equivalents

Cash

$

4

$

—

$

4

Prepaid expenses

35

(35

)

—

Other current assets

—

35

35

Total current assets

Total current assets

39

—

39

Cash held in Trust Account

Cash held in Trust Account

258,241

—

258,241

Total assets

Total assets

$

258,280

$

—

$

258,280

LIABILITIES, REEDEMABLE MEZZANINE EQUITY, AND SHAREHOLDERS’

EQUITY

Current liabilities:

Current liabilities:

Accrued expenses

$

2,251

$

(2,251

)

$

—

Accrued liabilities

—

2,251

2,251

WCL Promissory Note - related party

WCL Promissory Note - related party

1,060

—

1,060

Extension promissory note

Extension promissory note

2,250

—

2,250

Total current liabilities

Total current liabilities

5,561

—

5,561

Long-term liabilities

Long-term liabilities

Deferred underwriting fee payable

Deferred underwriting fee payable

8,650

—

8,650

Subscription Agreement liability

9,075

—

9,075

Total liabilities

Total liabilities

23,286

—

23,286

Commitments and Contingencies

Commitments and Contingencies

Redeemable mezzanine equity

Class A Ordinary Shares subject to possible redemption

Class A Ordinary Shares subject to possible redemption

258,241

—

258,241

Shareholders’ Equity (Deficit)

Shareholders’ Equity (Deficit)

Class B Ordinary shares

Class B Ordinary shares

1

—

1

Accumulated deficit

Accumulated deficit

(23,248

)

—

(23,248

)

Total shareholders’ equity

Total shareholders’ deficit

(23,247

)

—

(23,247

)

Total liabilities, redeemable mezzanine equity, and shareholders’ equity

Total liabilities, Class A Ordinary Shares subject to possible redemption , and

shareholders’ equity

$

258,280

$

—

$

258,280

19

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 the year ended

December 31, 2025:

(a)

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

(b)

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

(c)

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

(d)

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

acquired from Hope Concrete as of December 31, 2025. 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 December 31, 2025. 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 incremental depreciation expense associated with the fixed assets

acquired from Nelson Bros. as of December 31, 2025. 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 December 31, 2025. 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 incremental 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 incremental 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.

20

(k)

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

incurred subsequent to December 31, 2025. 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 December 31, 2025. 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

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.

(q)

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

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

Suncrete

Pro Forma

Pro Forma

Combined

Net loss

$

(9,243)

$

(20,336)

Common shares:

Common shares outstanding — basic

73,119,471

75,331,044

Dilutive effect of potential common shares

—

—

Common shares outstanding — diluted

73,119,471

75,331,044

Net loss per share:

Basic

$

(0.13

)

$

(0.27

)

Diluted

$

(0.13

)

$

(0.27

)

21

(r)

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.

22

(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

23

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

Net income (loss) before income taxes

1,975

8,777

(7,233

)

3,519

Income tax expense

—

583

(583

)

(6

)

—

Net income (loss) - consolidated

1,975

8,194

(6,650

)

3,519

Net income (loss) attributable to noncontrolling interest

—

2,878

(2,878

)

(7

)

—

Net income (loss) attributable to controlling interest

$

1,975

$

5,316

$

(3,772

)

$

3,519

Weighted average number of common shares outstanding, basic and diluted

95,700,000

(8

)

95,700,000

Net loss per common share, basic and diluted

$

(0.12)

(8

)

$

(0.12)

(1)

Adjustment necessary to reclassify certain costs within cost of goods sold to selling, general, and

administrative, to conform with the presentation of CPH.

(2)

Adjustment necessary to reflect the estimated incremental depreciation expense related to the fixed assets

acquired for period January 1, 2025 through October 17, 2025. Depreciation is calculated assuming a straight-line method of depreciation based on the estimated fair value and useful lives of each fixed asset as of October 17, 2025.

(3)

Adjustment necessary to reflect incremental amortization expense related to estimated customer relationships

acquired in the Thunder Acquisition for the period January 1, 2025 through October 17, 2025. Amortization is calculated assuming a straight-line method of amortization based on the estimated fair value and useful life of customer

relationships as of the closing of the Thunder Acquisition. The customer relationships were estimated to have a weighted average useful life of approximately 10 years.

(4)

Adjustment necessary to reclassify gain on the sale of assets to conform to the presentation of CPH.

(5)

Adjustment necessary to eliminate historical interest expense incurred by the Schwarz Entities and reflect the

estimated interest expense in the period presented with respect to the incremental borrowings to finance the Thunder Acquisition. The interest rate utilized as of December 31, 2025 was 7.4% per annum. A

one-eighth point change in interest rates as of December 31, 2025 would change interest expense by $0.1 million for the year ended December 31, 2025.

(6)

Adjustment necessary to remove income tax expense on the Schwarz Entities as CPH is not a tax paying entity.

(7)

Adjustment necessary to remove the historical noncontrolling interest of the Schwarz Entities. As part of the

Thunder Acquisition, CPH purchased all noncontrolling interests.

24

(8)

The following table reconciles historical and pro forma basic and diluted loss per share for the period

indicated (in thousands, except share and per share amounts):

For the Year Ended

December 31, 2025

Historical

Pro Forma

Net income

$

1,975

$

3,519

Less: distributions to senior preferred unitholders

(2,340

)

(2,340

)

Less: accretion of redeemable preferred units to Redemption value

(10,791

)

(12,440

)

Net Loss Attributable to Common Shareholders

(11,156

)

(11,261

)

Common shares:

Common Shares outstanding — basic

95,700,000

95,700,000

Dilutive effect of potential Common Shares

—

—

Common Shares outstanding — diluted

95,700,000

95,700,000

Net loss per share:

Basic

$

(0.12

)

$

(0.12

)

Diluted

$

(0.12

)

$

(0.12

)

25

(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

As Reclassified

Revenues

$

—

$

—

$

—

Cost of goods sold

—

—

—

Gross Profit

—

—

—

Operating expenses:

General and administrative expenses

2,522

(2,522

)

—

General and administrative expenses - related party

240

(240

)

—

Selling, general, and administrative expenses

—

2,522

2,762

240

Total operating expenses

2,762

—

2,762

Operating income

Loss from operations

(2,762

)

—

(2,762

)

Non-operating expenses / (income):

Other income:

Interest earned on cash held in Trust Account

Interest earned on cash held in Trust Account

10,367

—

10,367

Initial loss of Subscription Agreement liability

(7,178

)

(7,178

)

Change in fair value of Subscription Agreement liability

(1,897

)

(1,897

)

Total non-operating income

Total other income

1,292

—

1,292

Net income (loss)

Net income (loss)

$

(1,470

)

$

—

$

(1,470

)

Weighted average shares outstanding of Class A Ordinary Shares subject to possible

redemption, basic and diluted

22,836,887

—

22,836,887

Basic and diluted net income per share, Class A Ordinary Shares subject to possible

redemption

$

(0.05

)

$

(0.05

)

Weighted average shares outstanding of non-redeemable

Class A and Class B Ordinary Shares, basic and diluted

6,547,600

—

6,547,600

Basic and diluted net income per share, non-redeemable

Class A and Class B Ordinary Shares

$

(0.05

)

$

(0.05

)

26

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Document and Entity Information

May 06, 2026

Cover [Abstract]

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Document Type

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Document Period End Date

May 06, 2026

Entity Registrant Name

Suncrete, Inc.

Entity Incorporation State Country Code

DE

Entity File Number

001-43227

Entity Tax Identification Number

39-4989597

Entity Address, Address Line One

521 E. 2nd Street

Entity Address, City or Town

Tulsa

Entity Address, State or Province

OK

Entity Address, Postal Zip Code

74120

City Area Code

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Local Phone Number

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Security 12b Title

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Trading Symbol

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Security Exchange Name

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Entity Emerging Growth Company

true

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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 (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”) amends the Original Form 8-K to provide the historical financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, which were omitted from the Original Report as permitted by paragraphs (a)(3) and (b)(2) of Item 9.01 of Form 8-K. 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 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. This Amendment should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Acquisition.

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