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.

 

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