| 1 |
(1) Represents (i) 3,750,000 shares of Class A Common Stock, par value $0.0001 ("Class A Common Stock"), of Suncrete, Inc. (the "Company"), issuable pursuant to the Suncrete, Inc. 2026 Omnibus Incentive Plan (the "2026 Plan"), including shares of Class A Common Stock that may become available for issuance under the 2026 Plan upon the forfeiture, cancellation, expiration or termination of awards under the 2026 Plan, and (ii) 1,000,000 shares of Class A Common Stock issuable pursuant to the Suncrete, Inc. Employee Stock Purchase Plan (the "ESPP"), and (iii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), any additional shares of Class A Common Stock that may become issuable under the 2026 Plan or the ESPP as a result of any stock split, stock dividend, recapitalization or other similar transaction effected that increases the number of outstanding shares of Class A Common Stock. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(h) under the Securities Act, based on the average of the high ($22.59) and low ($20.23) prices of the shares of Class A Common Stock on The Nasdaq Global Market on June 23, 2026 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission). |
| 2 |
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(h) under the Securities Act, based on the average of the high ($22.59) and low ($20.23) prices of the shares of Class A Common Stock on The Nasdaq Global Market on June 23, 2026 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission). (3) Represents (i) shares of Class B Common Stock, par value $0.0001, the Company ("Class B Common Stock"), issuable pursuant to the 2026 Plan, including shares of Class B Common Stock that may become available for issuance under the 2026 Plan upon the forfeiture, cancellation, expiration or termination of awards under the 2026 Plan, and (ii) pursuant to Rule 416(a) of the Securities Act, any additional shares of Class B Common Stock that may become issuable under the 2026 Plan as a result of any stock split, stock dividend, recapitalization or other similar transaction effected that increases the number of outstanding shares of Class B Common Stock. |