UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~(Mark One)~~

~~☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~(Mark ~~the~~One) ~~fiscal~~☒ ~~year~~ANNUAL ~~ended~~REPORT ~~December 31,~~PURSUANT ~~2024~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41757

HAYMAKER ACQUISITION CORP. 4

(Exact name of registrant as specified in its charter)


Cayman Islands		86-2213850
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)


501 Madison Avenue, Floor 5
Cayman Islands		86-2213850
New York, NY		10022
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 616-9600


324 Royal Palm Way
Suite 300-i Palm Beach, Florida		33480
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (929) 280-1912

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on ~~whichregistered~~which registered
Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant	HYAC.U	The New York Stock Exchange

Class A Ordinary Shares, par value $0.0001 per share	HYAC	The New York Stock Exchange

Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	HYAC.WS	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

The aggregate market value of the registrant’s outstanding Class A Ordinary Shares ~~of the registrant~~, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on June 2830, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on the New York Stock Exchange, was $~~243~~251,~~110~~169,~~000~~679.

As of March 1430, ~~2025~~2026, there were 23,~~797~~425,~~600~~499 Class A Ordinary Shares, par value $0.0001 per share, and 5,750,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.

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HAYMAKER ACQUISITION CORP. 4

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

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		PAGE
PART I
Item 1.	Business.	1
Item 1A.	Risk Factors.	1625
Item 1B.	Unresolved Staff Comments.	1936
Item 1C.	Cybersecurity.	1936
Item 2.	Properties.	1936
Item 3.	Legal Proceedings.	1936
Item 4.	Mine Safety Disclosures.	1936

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2037
Item 6.	[Reserved]	2138
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2139
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	2544
Item 8.	Financial Statements and Supplementary Data.	2544
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	2544
Item 9A.	Controls and Procedures.	2545
Item 9B.	Other Information.	2646
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	2646

PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	2747
Item 11.	Executive Compensation.	3453
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	3554
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	3757
Item 14.	Principal Accountant Fees and Services.	4060

PART IV
Item 15.	Exhibit and Financial Statement Schedules.	4161
Item 16.	Form 10-K Summary.	4161

SIGNATURES		64

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report (as defined below), including, without limitation, statements under “Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “~~believes~~believe,” “~~estimates~~estimate,” “~~anticipates~~anticipate,” “~~expects~~expect,” “~~intends~~intend,” “~~plans~~plan,” “may,” “will,” “potential,” “~~projects~~project,” “~~predicts~~predict,” “continue,” or “should,” “could” or “would” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below) and any other statements that are not statements of current or historical facts. ~~These~~We ~~statements~~have ~~are~~ based these forward-looking statements on our Management’s (as defined below) current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management, but actual results may differ materially due to various factors, including, but not limited to:

● our ability to ~~select~~complete anour ~~appropriate~~initial ~~target~~Business ~~business~~Combination, orincluding ~~businesses~~the Suncrete Business Combination (as defined below);

● our ~~ability~~expectations toregarding ~~complete~~the ~~our~~potential ~~initial~~performance ~~Business~~of ~~Combination~~the prospective target business or businesses, such as the businesses of Suncrete (as defined below);

● our ~~expectations~~success ~~around~~in ~~the~~retaining ~~performance~~or ofrecruiting ~~the~~our ~~prospective~~officers, ~~target~~key ~~business~~employees or ~~businesses~~directors following our initial Business Combination;

● our ~~success~~officers inand ~~retaining~~directors’ orability ~~recruiting,~~to orallocate ~~changes~~sufficient ~~required~~time ~~in,~~to reviewing and considering our ~~officers,~~initial ~~key~~Business ~~employees~~Combination, orincluding ~~directors~~considerations ~~following~~related ~~our~~to ~~initial~~potential ~~Business~~conflicts ~~Combination~~of interest;

● ~~our~~the ~~officers~~potential ~~and~~issues ~~directors~~associated ~~allocating their time to other businesses and potentially having conflicts of interest~~ with ~~our~~entering ~~business~~into ora ~~in approving our initial~~ Business Combination, asagreement awith ~~result~~an ofacquisition ~~which~~target ~~they~~that ~~would~~subsequently ~~then~~declines ~~receive~~in ~~expense~~value ~~reimbursements~~or is unprofitable;

● ~~the~~our potential ~~incentive~~ability to ~~consummate~~obtain anadditional ~~initial~~financing ~~Business Combination with an acquisition target that subsequently declines in value or is unprofitable for public investors due~~ to ~~the~~complete ~~low~~our initial ~~price~~Business ~~for~~Combination, ~~the~~if ~~Founder Shares (as defined below) paid by our Initial Shareholders (as defined below)~~needed;

● the ability of our ~~potential~~Management ~~ability~~Team (as defined below) to ~~obtain~~generate ~~additional~~and ~~financing~~execute toon ~~complete~~potential acquisition opportunities that will generate value for our ~~initial~~shareholders, ~~Business~~if ~~Combination~~needed;

● the ability of our officers and directors to generate a number of potential acquisition opportunities;

● our pool of prospective target businesses;

●

our public securities’ potential liquidity and trading;

● our ability to use proceeds not held in the ~~lack~~Trust ofAccount a(as ~~market~~defined ~~for~~below) ~~our~~or ~~securities~~available to us from interest income on the Trust Account balance;

● ~~the~~our ~~use of proceeds not held in the~~ Trust Account ~~(as~~potentially ~~defined~~being ~~below)~~subject ~~or available~~ to usclaims ~~from~~of ~~interest~~third ~~income on the Trust Account balance~~parties;

● the ~~Trust~~value ~~Account~~of ~~not~~the Founder Shares (as defined below) following completion of our initial Business Combination likely being ~~subject~~substantially tohigher ~~claims~~than the nominal price paid for them, even if the trading price of ~~third~~our ~~parties~~Public Shares (as defined below) at such time is substantially less than the Redemption Price (as defined below);

● the ~~value~~impact ofon the ~~Founder~~amount ~~Shares~~held ~~following~~in ~~completion~~the ofTrust Account, our ~~initial~~capitalization, ~~Business~~principal ~~Combination~~shareholders isand ~~likely~~other toeffects beon ~~substantially~~our ~~higher~~Company ~~than~~(as ~~the~~defined ~~nominal~~below) ~~price~~or ~~paid~~Management ~~for~~Team ~~them,~~should ~~even~~we ifseek ~~the~~to ~~trading~~further ~~price~~extend ofthe ~~our~~Combination ~~Public~~Period ~~Shares~~ (as defined below) atconsistent ~~such~~with ~~time~~applicable islaws, ~~substantially~~regulations ~~less~~and ~~than~~stock ~~$10.10~~exchange ~~per Public Share~~rules;

● the impact on the amount held in the Trust Account, our capitalization and other impacts on our Company or Management Team should we seek to extend the Combination Period (as defined below) consistent with applicable laws, regulations and stock exchange rules;

●

our financial performance; or

●

the other risks and uncertainties discussed in Item 1A. “Risk Factors” below.

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●may ~~the~~cause ~~other~~actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks ~~and~~or uncertainties ~~discussed~~materialize, or should any of our assumptions prove incorrect, actual results may vary in ~~“Item~~material 1Arespects from those projected in these forward-looking statements. ~~Risk~~We ~~Factors”~~undertake ~~below~~no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Additionally, in 2024, the SEC (as defined below) adopted additional rules and regulations relating to SPACs (as defined below). The 2024 SPAC Rules (as defined below) require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC Business Combination transactions; (iii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in connection with proposed Business Combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed Business Combination transactions. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its management team. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Unless otherwise stated in this Report, or the context otherwise requires, references to:

● “2023 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC (as defined below) on March 29, 2024;

● “~~2024~~2023 ~~SPAC~~Third ~~Rules~~Quarter Form 10-Q” are to ~~the~~our ~~new~~Quarterly ~~rules~~Report ~~and~~on ~~regulations~~Form 10-Q for ~~SPACs adopted by~~ the ~~SEC~~quarterly onperiod ~~January~~ended 24September 30, ~~2024~~2023, ~~which~~as ~~will~~filed ~~become~~with ~~effective~~the SEC on ~~July~~November 19, ~~2024~~2023;

● “~~Administrative~~2024 ~~Services~~Annual ~~Agreement~~Report” are to ~~the~~our ~~Administrative~~Annual ~~Services~~Report ~~Agreement,~~on ~~dated~~Form ~~July~~10-K ~~25,~~for ~~2023,~~the wefiscal ~~entered~~year ~~into~~ended ~~with~~December an31, ~~affiliate~~2024, ofas ~~our~~filed ~~Vice~~with ~~President,~~the ~~for~~SEC ~~office~~on ~~space~~March 14, ~~administrative and support services~~2025;

● “~~Advisory~~2025 ~~Services Agreement~~AGM” are to ~~the Advisory Services Agreement, dated July 25, 2023, we entered into with an affiliate~~ our ~~Financial~~annual ~~Officer~~general ~~for~~meeting ~~services~~of ~~rendered~~shareholders ~~prior~~held toon ~~the~~July ~~consummation~~24, ~~of our initial Business Combination~~2025;

● “~~Amended~~2025 ~~and~~Extension ~~Restated Charter~~Amendment” are to ~~our~~the amendment, as approved at the 2025 AGM, to the Amended and Restated ~~Memorandum~~Articles ~~and~~(as ~~Articles~~defined ofbelow) ~~Association,~~that extended the Combination Period (as ~~amended~~defined ~~and~~below) ~~currently~~on ina ~~effect~~monthly basis for up to twelve times from July 28, 2025 to July 28, 2026;

●

“2025 Extension Amendment Proposal” are to the proposal at the 2025 AGM to extend the Combination Period on a monthly basis for up to twelve times from July 28, 2025 to July 28, 2026;

●

“2025 Extension Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $4,500,000 issued to our Sponsor on July 28, 2025, in connection with the 2025 Execution Amendment Proposal;

●

“2025 Redemptions” are to the 372,101 Public Shares (as defined below) whose holders properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.12 per Public Share in connection with the approval of the 2025 Extension Amendment Proposal;

●

“2025 Second Quarter Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 15, 2025

●

“Acquisition Merger” are to Merger Sub II (as defined below) merging with and into Suncrete (as defined below), with Suncrete continuing as the surviving entity;

●

“Acquisition Merger Effective Time” are to the time at which the Acquisition Merger becomes effective;

●

“Administrative Services Agreement” are to the Administrative Services Agreement, dated July 25, 2023, which we entered into with an affiliate of our Vice President;

●

“Advisory Services Agreement” are to the Advisory Services Agreement, dated July 25, 2023, which we entered into with an affiliate our Chief Financial Officer for services rendered prior to the consummation of our initial Business Combination;

●

“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as amended and currently in effect;

●

“ASC” are to the FASB (as defined below) Accounting Standards Codification;

● “ASU” are to the FASB Accounting Standards Update;

●

“Audit Committee” are to the audit committee of our Board of Directors (as defined below);

iii

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●

“Board of Directors” or “Board” are to our board of directors;

● “Business Combination” are to a merger, ~~capital~~amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

●

“Cantor” are to Cantor Fitzgerald & Co, a representative of the Underwriters (as defined below);

●

“Certifying Officer” are to our Chief Executive Officer and Chief Financial Officer, together;

●

“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;

●

“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;

~~iii~~● “Clawback Policy” are to our Executive Compensation Clawback Policy, adopted as of November 28, 2023;

~~Table~~● “Code of ~~Contents~~Ethics” are to the Code of Ethics we have adopted, which is applicable to our directors, officers and employees;

● “Combination Period” are to (i) the 2436-month period, from the closing of the Initial Public Offering (as defined below) to July 28, ~~2025~~2026 (or such earlier date as determined by the Board) as extended by the 2025 Extension Amendment Proposal approved at the 2025 AGM, that we have to consummate an initial Business Combination, ~~unless~~or ~~extended~~(ii) such other period in which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated ~~Charter~~Articles and consistent with applicable laws, regulations and stock exchange rules;

●

“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

●

“Company,” “our,” “we,” or “us” are to Haymaker Acquisition Corp. 4, a Cayman Islands exempted company;

● “~~Continental~~Compensation Committee” are to ~~Continental~~the ~~Stock~~compensation ~~Transfer~~committee ~~& Trust Company, trustee~~ of our ~~Trust~~Board ~~Account and warrant agent~~ of ~~our Public Warrants (as defined below)~~Directors;

●

“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Warrants (as defined below);

●

“Deferred Fee” are to the additional aggregate fee of 8,650,000 to which the Underwriters are entitled that is payable only upon our completion of the initial Business Combination;

●

“Domestication” are to our Company changing its jurisdiction of incorporation from the Cayman Islands to the State of Delaware;

●

“Domestication Effective Time” are to the time at which the Domestication becomes effective;

●

“DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;

●

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

●

“Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022;

●

“FASB” are to the Financial Accounting Standards Board;

● “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and ~~the~~(ii) Class A Ordinary Shares that will be issued upon the (i) automatic conversion of the Class B Ordinary Shares at the time of our Business Combination as described in this Report and (ii) conversion at any time prior to our initial Business Combination of an equal number of shares of Class B Ordinary Shares at the option of the holder, in each case as described in this Report (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”);

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Shares at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”;

●

“GAAP” are to the accounting principles generally accepted in the United States of America;

●

“Haymaker I” are to Haymaker Acquisition Corp., a SPAC that completed a $330 million initial public offering in October 2017 and completed its initial Business Combination in March 2019;

●

“Haymaker II” are to Haymaker Acquisition Corp II, a SPAC that completed a $400 million initial public offering in June 2019 and completed its initial Business Combination in December 2020;

●

“Haymaker III” are to Haymaker Acquisition Corp. III, a SPAC that completed a $317.5 million initial public offering in March 2021 and completed an initial Business Combination in May 2022;

●

“IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

●

“Initial Merger” are to Merger Sub I (as defined below) merging with and into our Company, with our Company continuing as the surviving entity;

●

“Initial Merger Effective Time” are to the time at which the Initial Merger becomes effective;

●

“Initial Public Offering” or “IPO” are to the initial public offering that we consummated on July 28, 2023;

● “~~Initial~~Insider ~~Shareholders~~Trading Policy” are to ~~holders~~the ofinsider ~~our~~trading ~~Founder~~policies ~~Shares~~and ~~prior~~procedures towe ~~our~~have ~~Initial Public Offering~~adopted;

●

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

●

“IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on March 15, 2023;

●

“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on July 3, 2023, as amended, and declared effective on July 25, 2023 (File No. 333- 273117);

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●

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

● “Letter Agreement” are to the Letter Agreement, dated July 25, 2023, which we entered into with our officers, directors and Sponsor;

●

“Management” or our “Management Team” are to our executive officers and directors;

●

“Merger Sub I” are to Haymaker Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of Pubco (as defined below);

●

“Merger Sub II” are to Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Pubco;

●

“Merger Subs” are to Merger Sub I and Merger Sub II, together;

●

“Mergers” are to the Initial Merger and the Acquisition Merger, together;

●

“Nominating Committee” are to the nominating and corporate governance committee of our Board of Directors;

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●

“NYSE” are to the New York Stock Exchange;

●

“NYSE Three Year Requirement” are to the NYSE requirement that a SPAC must consummate a Business Combinations within three years of its initial listing;

● “~~Option~~NYSE ~~Units~~Rules” are to the ~~3,000,000~~continued ~~units~~listing rules of ~~the~~NYSE, ~~Company~~as ~~issued~~they ~~pursuant~~exist toas ~~the Initial Public Offering’s underwriters’ full exercise~~ of the ~~Over-Allotment~~date ~~Option~~of ~~(as~~this ~~defined below)~~Report;

●

“Option Units” are to the 3,000,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option (as defined below);

●

“Ordinary Resolution” are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

●

“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together;

● “Over-Allotment Option” are to the ~~to the~~ 45-day option ~~from~~that the ~~date~~Underwriters ofhad ~~the prospectus for the Initial Public Offering of the underwriters of the Initial Public Offering~~ to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised;

●

“PCAOB” are to the Public Company Accounting Oversight Board (United States);

● “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreement (as defined below);

●

“Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor in the Private Placement;

● “Private Placement Units” are to the units issued to our Sponsor in the Private Placement~~, which Private Placement Units are identical to the Units (as defined below) sold in the Initial Public Offering, subject to certain limited exceptions as described in this Report~~;

●

“Private Placement Units Purchase Agreement” are to the Private Placement Units Purchase Agreement, dated July 25, 2023, which we entered into with our Sponsor;

●

“Private Placement Warrants” are to the warrants included within the Private Placement Units purchased by our Sponsor in the Private Placement;

● “Public ~~Shares~~Shareholders” are to the ~~Class~~holders Aof ~~Ordinary~~our Public Shares, ~~sold~~including asour ~~part~~Sponsor ofand Management Team to the ~~Units~~extent inour Sponsor and/or the members of our ~~Initial~~Management Team purchase Public ~~Offering~~Shares, ~~(whether~~provided ~~they~~that ~~were~~our ~~purchased~~Sponsor inand each member of our ~~Initial~~Management Team’s status as a “Public ~~Offering~~Shareholder” orwill ~~thereafter~~only inexist ~~the~~with ~~open~~respect ~~market)~~to such Public Shares;

● “Public ~~Shareholders~~Shares” are to the ~~holders~~Class ofA ~~our~~Ordinary ~~Public~~ Shares, ~~including~~sold ~~our~~as ~~Initial~~part ~~Shareholders~~of ~~and~~the ~~Management~~Public ~~Team~~Units toin ~~the extent~~ our Initial ~~Shareholders and/or the members of our Management Team purchase~~ Public ~~Shares,~~Offering ~~provided~~(whether ~~that~~they ~~each~~were ~~Initial~~purchased ~~Shareholder’s~~in ~~and member of~~ our ~~Management~~Initial ~~Team’s status as a “~~Public ~~Shareholder”~~Offering ~~will~~or ~~only~~thereafter ~~exist~~in ~~with~~the ~~respect~~open ~~to such Public Shares~~market);

● “Public ~~Warrants~~Units” are to the ~~redeemable~~units ~~warrants~~ sold ~~as part of the Units~~ in our Initial Public Offering, ~~(whether~~which ~~they~~consist ~~were~~of ~~subscribed~~one ~~for~~Public inShare ~~our~~and ~~Initial~~one-half ~~Public~~of ~~Offering~~one orPublic ~~purchased~~Warrant in(as ~~the~~defined ~~open market~~below);

● “~~Registration~~Public ~~Rights Agreement~~Warrants” are to the ~~Registration~~redeemable ~~Rights~~warrants ~~Agreement,~~sold ~~dated~~as ~~July~~part ~~25, 2023, we entered into with the holders~~ of the ~~(i)~~Public ~~Founder~~Units ~~Shares,~~in ~~including~~our ~~any~~Initial ~~Class~~Public AOffering ~~Ordinary Shares issuable upon conversion of the Founder Shares,~~ (~~ii)~~whether ~~the~~they ~~Private~~were ~~Placement~~subscribed ~~Units,~~for ~~including~~in ~~any~~our ~~underlying~~Initial ~~securities,~~Public ~~and~~Offering ~~(iii)~~or ~~any~~purchased ~~WCL~~in ~~Units~~the ~~(as~~open ~~defined below~~market)~~, including any underlying securities~~;

● “~~Report~~Pubco” are to ~~this~~Suncrete, ~~Annual~~Inc., ~~Report~~a onDelaware ~~Form~~corporation ~~10-K~~and ~~for~~our ~~the~~direct ~~fiscal~~wholly ~~year~~owned ~~ended December 31, 2024~~subsidiary;

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● “~~Sarbanes-Oxley~~Redemption ~~Act~~Price” are to the ~~Sarbanes-Oxley~~pro ~~Act~~rata redemption price in any redemption we expect to pay, which was approximately $11.41 per Public Share as of ~~2002~~December 31, 2025 (before taxes payable, if any);

●

“Registration Rights Agreement” are to the Registration Rights Agreement, dated July 25, 2023, we entered into with the holders of the (i) Founder Shares, including any Class A Ordinary Shares issuable upon conversion of the Founder Shares, (ii) the Private Placement Units, including any underlying securities, and (iii) any WCL Units (as defined below), including any underlying securities;

●

“Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025;

●

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;

●

“SEC” are to the U.S. Securities and Exchange Commission;

●

“SEC Clawback Rule” are to Rule 10D-1 under the Exchange Act;

●

“Securities Act” are to the Securities Act of 1933, as amended;

● “~~SPACs~~SPAC” are to a special purpose acquisition ~~companies~~company;

●

“Special Resolution” are to a resolution of our Company passed by at least a two-thirds (2/3) majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

●

“Sponsor” are to Haymaker Sponsor IV LLC, a Delaware limited liability company;

● “~~Trust Account~~Suncrete” are to ~~the~~Concrete ~~U.S.-based~~Partners ~~trust~~Holding, ~~account in which an amount of $ 232~~LLC,~~300,000~~ ~~from~~a ~~the~~Delaware ~~net~~limited ~~proceeds~~liability ~~of the sale of the Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering~~company;

● “~~Unit~~Suncrete ~~Subscription Agreement~~BCA” are to the ~~Unit~~Business ~~Subscription~~Combination Agreement, dated ~~July~~October 259, ~~2023~~2025, we entered into with ~~the~~(i) ~~Sponsor~~Suncrete, ~~governing~~(ii) ~~the~~Pubco ~~Sponsor’s~~and ~~purchase~~(iii) of the ~~Private~~Merger ~~Placement Units in the Private Placement~~Subs;

● “~~Units~~Suncrete Business Combination” are to the ~~units~~transactions ~~sold~~contemplated inby ~~our~~the ~~Initial~~Suncrete ~~Public~~BCA ~~Offering, which consist of one Public Share~~ and ~~one-half~~the ofrelated ~~one~~ancillary ~~Public~~documents, ~~Warrant~~collectively;

●

“Suncrete Registration Statement” are to the Registration Statement on Form S-4, which was initially jointly filed by Suncrete and Pubco with the SEC on November 12, 2025, as amended, and which was declared effective on February 12, 2026 (File No. 333-291473) and included a preliminary proxy statement/prospectus in connection with the Suncrete Business Combination;

●

“Trust Account” are to the U.S.-based trust account in which an amount of $232,300,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering;

●

“Trust Agreement” are to the Investment Management Trust Agreement, dated July 25, 2023, which we entered into with Continental, as trustee of the Trust Account;

●

“Underwriters” are to the several underwriters of the Initial Public Offering;

●

“Underwriting Agreement” are to the Underwriting Agreement, dated July 25, 2023, which we entered into with Cantor and William, as representatives of the Underwriters;

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●

“Units” are to the Private Placement Units and the Public Units, together;

●

“Warrant Agreement” are to the Warrant Agreement, dated July 25, 2023, which we entered into with Continental, as Warrant agent;

●

“Warrants” are to the Private Placement Warrants and the Public Warrants, together;

●

“WCL Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $1,500,000 issued to the Sponsor on June 10, 2024 in connection with Working Capital Loans (as defined below) from the Sponsor;

●

“WCL Units” are to any units of the post-Business Combination company issued, at a price of $10.00 per unit, upon conversion of up to $1,500,000 of Working Capital Loans at the option of the lender, upon consummation of the initial Business Combination;

●

“William” are to William Blair & Company, L.L.C., a representative of the Underwriters;

●

“Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm; and

●

“Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us.

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PART I

Item 1.Business.

~~General~~Overview

We are a blank check company incorporated on March 7, 2023 as ana Cayman Islands exempted company ~~under~~and formed for the ~~laws~~purpose of ~~the~~effecting ~~Cayman~~a ~~Islands~~Business onCombination ~~March~~with 7,one ~~2023~~or ~~and~~more ~~will~~businesses ~~seek~~or toentities. ~~effect~~We may pursue an initial Business Combination ~~with~~in ~~one~~any orbusiness ~~more businesses~~ or ~~entities~~industry. To date, our efforts have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and, ~~after~~(iii) ~~the closing of the Initial Public Offering,~~ searching for and consummating a Business Combination, ~~target.~~including Wethe ~~have~~Suncrete ~~not selected any specific~~ Business Combination ~~target~~(as described below). We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial Business Combination.

We intend to acquire and operate a business in the consumer and consumer-related products and services industries and believe our Management Team is well suited to identify opportunities that have the potential to generate attractive risk-adjusted returns for our shareholders. However, we are not limited to these industries and we may pursue a Business Combination opportunity in any business or industry we choose and we may pursue a company with operations or opportunities in any geographic location. Our executives are experienced at recognizing and quantifying the value of brands and creating strategies to reposition those brands globally so that they reach their full market potential. Because of our vast global network, we may pursue a Business Combination whose operations are not domiciled in the United States or whose business is conducted outside the United States. Not only does our Management Team bring a combination of operating, investing, financial and transaction experience, but certain members of our Management Team have also worked together for over a decade creating value for shareholders.

The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

Initial Public Offering

Our IPO Registration Statement became effective on July 25, 2023. On July 28, 2023, we consummated our Initial Public Offering of 23,000,000 ~~Units~~Public Unit, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-half of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to our Company of $230,000,000.

Simultaneously with the closing of the Initial Public Offering, and pursuant to the ~~Unit~~Private ~~Subscription~~Placement Units Purchase Agreement, we ~~sold~~completed anthe ~~aggregate~~private sale of 797,600 Private Placement Units to our Sponsor in the Private Placement, ~~including 30,000 Private Placement Units issued in connection with the full exercise of the Over-Allotment Option,~~ at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $7,976,000. The Private Placement Units (and underlying securities) are identical to the Public Units ~~sold~~(and inunderlying ~~the Initial Public Offering~~securities), except as otherwise disclosed in ~~this~~the ~~Report~~IPO Registration Statement.

A total of $232,300,000, comprised of $226,000,000 of the proceeds from the Initial Public Offering ~~(which amount includes $8,650,000 of the underwriter’s deferred discount)~~ and $6,300,000 of the proceeds offrom the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.

It is the job of our Sponsor and Management Team to complete our initial Business Combination. Our Management Team isconsists ~~led~~of by (i) Christopher Bradley, our Chief Executive Officer, Chief Financial Officer, Chairman of the Board, and Secretary, ~~(i) Steven J. Heyer, our President~~ and ~~one of our directors, and~~ (~~iii~~ii) Andrew R. Heyer, our Vice President~~, as well as Steven J~~. ~~Heyer’s brother.~~ Mr. Bradley brings extensive mergers and acquisitions, public equities, structuring and strategy consulting experience to our efforts. ~~Messrs~~Mr. Heyer’s ~~and~~career ~~Heyer’s~~has ~~careers have~~ centered on identifying and implementing value creation initiatives within the consumer and consumer-related products and services industries. ~~They~~We ~~have~~must ~~combined~~complete ~~over~~our 75initial ~~year~~Business ~~careers~~Combination inby (i) July 28, 2026, the ~~consumer~~end ~~and~~of ~~consumer-related~~our ~~products~~Combination ~~and~~Period, ~~services~~which ~~industries~~is by36 ~~relying~~months onfrom ~~what~~the weclosing ~~believe~~of our Initial Public Offering, (ii) such earlier liquidation date as our Board may approve or (iii) such later date as our shareholders may approve pursuant to bethe ~~tried-~~Amended and~~-true~~ ~~management~~Restated ~~strategies:~~Articles. ~~cost~~If ~~management~~our ~~and~~initial ~~productivity~~Business ~~enhancement,~~Combination ~~and~~is ~~reinvesting~~not consummated by the ~~savings~~end ~~behind~~of ~~product~~our ~~innovation,~~Combination ~~marketing~~Period, ~~channel~~our ~~development~~existence will terminate, and ~~brand~~we ~~building.~~will distribute all amounts in the Trust Account as described elsewhere in this Report.

WeExtension ~~must complete our initial Business Combination by July 28, 2025, the end~~ of ~~our~~Our Combination Period, which is 24 months from the closing of our Initial Public Offering. If our initial Business Combination is not consummated by the end of the Combination Period, then we will distribute all amounts in the Trust Account to our Public Shareholders (net of taxes paid or payable and up to $100,000 to pay dissolution expenses). We may, however, seek to extend the Combination Period consistent with applicable laws,

We initially had until July 28, 2025, 24 months from the closing of the Initial Public Offering, to consummate our initial Business Combination.

On July 24, 2025, we held the 2025 AGM at which our shareholders approved, among other things, the 2025 Extension Amendment Proposal. In connection with the vote to approve the 2025 Extension Amendment Proposal, Public Shareholders holding 372,101 Public Shares exercised their right to redeem such Public Shares for cash at a redemption price of approximately $11.12 per Public Share, for an aggregate redemption amount of approximately $4,136,911 in the 2025 Redemptions.

We may seek to further extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on NYSE. In addition, the NYSE Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the NYSE Three Year Requirement. If we do not meet the NYSE Three Year Requirement, our

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regulations and stock exchange rules. Such an extension would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on NYSE. In addition NYSE’s rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the NYSE Three Year Requirement. If we do not meet the NYSE Three Year Requirement, our securities will likely be subject to a suspension of trading and delisting from NYSE. Our Sponsor may also, in its discretion, ~~explore~~consider ~~transactions~~selling ~~under which it would sell~~ its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

Suncrete Business Combination

The below subsection describes the material provisions of the Suncrete BCA, but does not purport to describe all the terms thereof. This summary of the Suncrete BCA is qualified in its entirety by reference to the complete text of the Suncrete BCA, a copy of which is filed with the Report as Exhibit 2 and incorporated by reference herein. Unless otherwise defined herein, the capitalized terms used in this subsection have the same meanings given to them in the Suncrete BCA. Unless otherwise indicated, this Report does not assume the closing of the Suncrete Business Combination.

General Description of the Suncrete BCA

On October 9, 2025, Haymaker, Pubco, the Merger Subs and Suncrete entered into the Suncrete BCA.

Pursuant to the Suncrete BCA, and subject to the terms and conditions contained therein, the Suncrete Business Combination will be effected in three steps: (a) we will change our jurisdiction of incorporation from the Cayman Islands to the State of Delaware, (b) immediately following the Domestication Effective Time, Merger Sub I will merge with and into our Company, with our Company surviving the Initial Merger as a wholly owned subsidiary of Pubco; and (c) immediately following the Initial Merger Effective Time, Merger Sub II will merge with and into Suncrete, with Suncrete surviving the Acquisition Merger as a wholly owned subsidiary of Pubco.

Conversion of Securities

In connection with the Domestication, we will change our jurisdiction of incorporation from the Cayman Islands to the State of Delaware by (i) deregistering as a Cayman Islands exempted company and (ii) continuing and domesticating as a Delaware corporation.

At the Domestication Effective Time, by virtue of the Domestication and without any action on our part, or the parts of any Merger Sub, Suncrete, Pubco or the holders of any of the following securities:

(a)

each Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication Effective Time will convert automatically, on a one-for-one basis, into a share of Class B Common Stock of our Company post-Domestication, par value $0.0001 per share (“SPAC Class B Common Stock”);

(b)

immediately following the conversion described in clause (a) above, each of our Class A Ordinary Shares that is then-issued and outstanding will convert automatically, on a one-for-one basis, into a share of Class A Common Stock of our Company post-Domestication, par value $0.0001 per share (“SPAC Class A Common Stock”);

(c)

each of our Public Units that is then issued and outstanding will convert automatically, on a one-for-one basis, into a unit of our Company post-Domestication, each such unit comprised of one share of SPAC Class A Common Stock and one-half of one SPAC Delaware Warrant (as defined below) (a “SPAC Delaware Unit”); and

(d)

each of our Warrants that is then issued and outstanding will convert automatically, on a one-for-one basis, into one warrant to purchase SPAC Class A Common Stock (a “SPAC Delaware Warrant”).

At the Initial Merger Effective Time, by virtue of the Initial Merger and without any action on our part, or the parts of any Merger Sub, Suncrete, Pubco or the holders of any of the following securities:

(a)

each share of common stock of Merger Sub I, par value $0.0001 per share, issued and outstanding immediately prior to the Initial Merger Effective Time will be redeemed for par value;

(b)

each share of SPAC Class A Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time will be canceled and converted into one share of Class A common stock of Pubco, par value $0.0001 per share (“Pubco Class A Common Stock”);

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(c)

each share of SPAC Class B Common Stock issued and outstanding immediately prior to the Initial Merger Effective Time will be canceled and converted into one share of Class B common stock of Pubco, par value $0.0001 per share (“Pubco Class B Common Stock” and, together with the Pubco Class A Common Stock, the “Pubco Common Stock”);

(d)

each then-outstanding and unexercised SPAC Delaware Warrant will automatically be assumed and converted into a warrant to acquire one share of Pubco Class A Common Stock, subject to the same terms and conditions applicable to the corresponding former Warrants immediately prior to the Initial Merger Effective Time (each such resulting warrant, an “Assumed SPAC Warrant”); and

(e)

each SPAC Delaware Unit issued and outstanding immediately prior to the Initial Merger Effective Time will be detached into one share of Pubco Class A Common Stock and one-half of one Assumed SPAC Warrant.

At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on our part, or the parts of any Merger Sub, Suncrete, Pubco or the holders of any of the following securities:

(a)

each common unit of Suncrete (each, a “Suncrete Common Unit”) (other than any Suncrete Incentive Units, as defined in Suncrete’s existing Amended and Restated Limited Liability Company Agreement (as amended, the “Suncrete LLC Agreement”)) issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive, in the aggregate, shares of Pubco Class B Common Stock and Pubco Class A Common Stock, as applicable, equal to the applicable exchange ratio, as calculated pursuant to the Suncrete BCA;

(b)

each preferred unit of Suncrete (each, a “Suncrete Preferred Unit”) issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive shares of Pubco Class B Common Stock and Pubco Class A Common Stock, as applicable, equal to the applicable exchange ratio, as calculated pursuant to the Suncrete BCA;

(c)

each senior preferred unit of Suncrete (“Suncrete Senior Preferred Unit”, and together with the Suncrete Preferred Units and the Suncrete Common Units, the “Suncrete Units”) issued and outstanding immediately prior to the Acquisition Merger Effective Time will be canceled and converted into the right to receive a cash payment in the amount equal to the Unreturned Senior Preferred Contribution (as defined in the Suncrete LLC Agreement) with respect to such Suncrete Senior Preferred Unit, calculated in accordance with the terms set forth in the Suncrete LLC Agreement;

(d)

each Suncrete Incentive Unit issued and outstanding immediately prior to the Acquisition Merger Effective Time will be automatically cancelled and converted into the right to receive a number of restricted shares of Pubco Class A Common Stock equal to the Company Incentive Unit Share Consideration (as defined in the Suncrete BCA) with respect to such Suncrete Incentive Unit (each, a “Rollover Equity Award”); provided, that each holder of a Rollover Equity Award will enter into a side letter agreement at the Acquisition Merger Effective Time pursuant to which each such holder will agree that their Rollover Equity Award will be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to such Suncrete Incentive Unit immediately prior to the Acquisition Merger Effective Time;

(e)

each Suncrete Unit held in treasury of Suncrete as of immediately prior to the Acquisition Merger Effective Time will thereupon be cancelled without any conversion thereof and no payment or distribution will be made within respect thereto;

(f)

each share of Pubco Class B Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time will be converted into and exchanged, on a one-for-one basis, into one share of Pubco Class A Common Stock (subject to clause (h) below);

(g)

each unit of Merger Sub II issued and outstanding immediately prior to the Acquisition Merger Effective Time will be converted into and exchanged for one validly issued, fully paid and non-assessable unit of Suncrete;

(h)

upon distribution by our Sponsor of the Dothan Founder Shares (as defined below) to Dothan Independent GP, LP (“Dothan Independent”), each Dothan Founder Share will be converted into and exchanged, on a one-for-one basis, into one share of Pubco Class B Common Stock; and

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(i)

subject to certain waivers, approvals, consents or authorizations and the satisfaction of certain contractual requirements, Pubco will issue 2,500,000 shares of Pubco Class B Common Stock to Dothan Independent.

Under our Amended and Restated Articles, and in connection with obtaining the approval of the Suncrete Business Combination by our shareholders, we are required to provide an opportunity for our Public Shareholders to redeem all or a portion of their outstanding Public Shares as set forth therein (the “SPAC Shareholder Redemption”), with the SPAC Shareholder Redemption to be effected no later than two business days prior to the SPAC Shareholders’ Meeting (as defined below).

Representations, Warranties and Covenants

The Suncrete BCA contains representations and warranties of (i) Suncrete and (ii) our Company, Merger Subs and Pubco that are customary for transactions of this nature. The Suncrete BCA contains certain covenants of the parties, including, among others, covenants requiring that (a) the parties will conduct their respective businesses in the ordinary course through the consummation of the Acquisition Merger, subject to certain exceptions, (b) the parties will take all actions necessary or reasonably requested by another party to cause the Pubco Common Stock to be issued in connection with the Mergers to be approved for listing on the NYSE at the closing of the Acquisition Merger, (c) SPAC and Suncrete will (x) not solicit or negotiate with third parties regarding alternative transactions and will comply with certain related restrictions and (y) cease discussions regarding alternative transactions, (d) the parties will jointly prepare (and Pubco and Suncrete will file as co-registrants with the SEC) the Suncrete Registration Statement for the purpose of registering under the Securities Act the shares of Pubco Common Stock and Assumed SPAC Warrants to be issued in connection with the Mergers (the Suncrete Registration Statement will contain a proxy statement / prospectus for the purpose of soliciting proxies from our shareholders to vote in favor of adoption and approval of the Suncrete BCA and the transactions contemplated by the Suncrete BCA, the Required SPAC Proposals and certain other matters at the SPAC Shareholders’ Meeting), (e) the parties will cooperate in obtaining necessary approvals from governmental agencies and (f) our Company and Suncrete will use their respective commercially reasonable efforts to enable us to redeem or repurchase all of the issued and outstanding Warrants or SPAC Delaware Warrants, as applicable (other than any Warrants or SPAC Delaware Warrants held by the Sponsor), prior to or concurrently with the Closing Date (as defined below).

Closing

Subject to, among other things (including the closing conditions further described below), the receipt by our Company from Suncrete of an officer’s certificate certifying to (a) the truth and correctness of certain representations and warranties of Suncrete and (b) the compliance by Suncrete with certain covenants and agreements set forth in the Suncrete BCA (such date, the “Closing Date”), (i) immediately prior to filing of a certificate of merger with respect to the Initial Merger, a first closing (the “Initial Closing”) will occur and (ii) on the Closing Date, immediately following the Initial Closing and immediately prior to filing a certificate of merger with respect to the Acquisition Merger, a second closing (the “Acquisition Closing”) will occur.

Conditions to Closing

The obligations of Suncrete, our Company, Merger Subs and Pubco to consummate the Suncrete Business Combination are subject to the satisfaction or waiver by each of Suncrete and our Company (where permissible) at or prior to the Acquisition Merger Effective Time of the following conditions:

(a)

(b)

the written consent of certain of Suncrete’s members as well as its parent, Dothan Concrete Investors, LLC, in favor of the approval and adoption of the Suncrete BCA, the Suncrete Business Combination and all other transactions contemplated by the Suncrete BCA (the “Written Consent”) having been delivered to us;

(c)

the Required SPAC Proposals having each been approved and adopted by the requisite affirmative vote of our shareholders at the extraordinary general meeting of our shareholders (the “SPAC Shareholders’ Meeting”);

(d)

no governmental authority having enacted, issued, or enforced any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the transactions contemplated by the Suncrete BCA illegal or otherwise prohibiting the consummation of the Suncrete Business Combination and such transactions;

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(e)

all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), having been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act having expired or been terminated;

(f)

the Suncrete Registration Statement having been declared effective under the Securities Act and no stop order suspending the effectiveness of the Suncrete Registration Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Suncrete Registration Statement having been initiated or threatened by the SEC;

(g)

the shares of Pubco Class A Common Stock to be issued pursuant to the Suncrete BCA and the Assumed SPAC Warrants (and the shares of Pubco Class A Common Stock issuable upon exercise thereof) having been approved for listing on the NYSE, or another national securities exchange mutually agreed to by the parties, as of the Closing Date, subject only to official notice of issuance thereof; and

(h)

the Domestication and Initial Merger having been completed.

The obligations of Suncrete to consummate the Suncrete Business Combination are subject to the satisfaction or waiver by Suncrete (where permissible) at or prior to the Acquisition Merger Effective Time of the following additional conditions:

(a)

the accuracy of our representations and warranties as determined in accordance with the Suncrete BCA;

(b)

each of our Company, Pubco and Merger Subs having performed or complied in all material respects with all other agreements and covenants required by the Suncrete BCA to be performed or complied with by them on or prior to the Acquisition Merger Effective Time;

(c)

Pubco having delivered to Suncrete counterpart signature pages to the Suncrete Registration Rights Agreement (as defined below), duly executed by Pubco;

(d)

Pubco having delivered to Suncrete its counterpart signature page to the Dothan Management Agreement Amendment (as defined below);

(e)

our Company having delivered to Suncrete evidence of the consummation of the transactions contemplated to occur prior to Closing and set forth in the Sponsor Support Agreement (as defined and further discussed below);

(f)

our Company having delivered evidence of the cancellation and termination of: (i) the WCL Promissory Note, dated as of June 10, 2024, issued by SPAC in favor of Sponsor with a maximum aggregate principal amount of up to $1,500,000, (ii) that certain unsecured 2025 Extension Promissory Note, dated as of July 15, 2025, issued by SPAC in favor of Sponsor, with a maximum aggregate principal amount of up to $4,500,000, and (iii) any additional promissory notes issued by us to the Sponsor or any of our affiliates, to fund working capital, transaction expenses, or other of our expenses (collectively, the “Sponsor Notes”) and the satisfaction and discharge of all outstanding amounts under the Sponsor Notes;

(g)

our Company having delivered to Suncrete written resignations, dated as of the Closing Date, of certain of our directors and officers as provided in the Suncrete BCA;

(h)

our Company having delivered to Suncrete a certificate, dated as of the Closing Date, signed by one of our officers, certifying as to the satisfaction of certain conditions specified in the Suncrete BCA; and

(i)

as of the Acquisition Closing, after consummation of the PIPE Investment (as defined and further discussed below), the Available Cash being equal to or in excess of $150,000,000. “Available Cash” means an amount equal to: (a) the amount of immediately available funds contained in our Trust Account that are available for release to us after deducting all amounts to be paid pursuant to the exercise of redemption rights, plus (b) any funds to be received pursuant to the PIPE Investment, plus (c) all funds held by us outside of our Trust Account and immediately available to us.

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Our obligations to consummate the Suncrete Business Combination are subject to the satisfaction or waiver by us (where permissible) at or prior to the Acquisition Merger Effective Time of the following additional conditions:

(a)

the accuracy of the representations and warranties of Suncrete as determined in accordance with the Suncrete BCA;

(b)

Suncrete having performed or complied in all material respects with all agreements and covenants required by the Suncrete BCA to be performed or complied with by it on or prior to the Acquisition Merger Effective Time;

(c)

Suncrete shall have delivered to us its duly executed counterpart signature page to the Suncrete Registration Rights Agreement;

(d)

Suncrete having delivered to us a customary officer’s certificate, dated as of the Closing Date, certifying as to the satisfaction of certain conditions specified in the Suncrete BCA;

(e)

Suncrete having delivered to us its duly executed counterpart signature page, as well as the duly executed counterpart signature page of Dothan Concrete Investments Management, LLC (“Dothan Management”) to the Dothan Management Agreement Amendment; and

(f)

Suncrete having consummated the Project Thunder Transaction.

At any time prior to the Acquisition Merger Effective Time, (a) we may (i) extend the time for the performance of any obligation or other act of Suncrete required under the Suncrete BCA, (ii) waive any inaccuracy in the representations and warranties of Suncrete contained in the Suncrete BCA or in any document delivered by Suncrete pursuant to the Suncrete BCA and (iii) waive compliance with any agreement of Suncrete or any condition to our own obligations contained in the Suncrete BCA and (b) Suncrete may (i) extend the time for the performance of any obligation or other act of SPAC, Pubco or Merger Subs required under the Suncrete BCA, (ii) waive any inaccuracy in the representations and warranties of SPAC, Pubco and/or Merger Subs contained in the Suncrete BCA or in any document delivered by our Company, Pubco and/or Merger Subs pursuant to the Suncrete BCA and (iii) waive compliance with any agreement of our Company, Pubco or Merger Subs or any condition to Suncrete’s own obligations contained in the Suncrete BCA, in each case to the extent permitted by applicable law and, in the case of our Company, our existing organizational documents. Any such extension or waiver must be set forth in an instrument in writing signed by the party or parties to be bound thereby.

Termination

The Suncrete BCA may be terminated under certain customary and limited circumstances prior to the closing of the Mergers, including:

(a)

by mutual written consent of Suncrete and our Company;

(b)

by either party if the Acquisition Merger Effective Time has not occurred prior to June 9, 2026 (the “Outside Date”), subject to extension in certain circumstances;

(c)

by either party if there is a final non-appealable governmental order preventing the consummation of the transactions contemplated by the Suncrete BCA;

(d)

by Suncrete if any of the Required SPAC Proposals fails to receive the requisite vote for approval at the SPAC Shareholders’ Meeting (subject to any adjournment, postponement or recess of such meeting);

(e)

by Suncrete as a result of a breach by our Company, Pubco or Merger Subs that gives rise to a failure of a condition precedent and cannot or has not been cured by the earlier of the Outside Date or 30 days after receipt of notice from us (and a breach by Suncrete is not the proximate cause of the failure of such condition precedent);

(f)

by our Company as a result of a breach by Suncrete that gives rise to a failure of a condition precedent and cannot or has not been cured by the earlier of the Outside Date or 30 days after receipt of notice from Suncrete (and a breach by our Company, Pubco, or Merger Subs is not the proximate cause of the failure of such condition precedent); or

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(g)

by Suncrete prior to obtaining shareholder approval at the SPAC Shareholders’ Meeting, if our Board of Directors fails to make, amends, changes, withdraws, modifies, withholds or qualifies its recommendation to its shareholders that they approve the Required SPAC Proposals, or fails to include such recommendation in the Suncrete Registration Statement.

If the Suncrete BCA is validly terminated in accordance with its terms, none of the parties will have any liability or any further obligation under the Suncrete BCA with certain limited exceptions, including liability arising out of any fraud or willful breach.

Support Agreements

Company Equityholder Support Agreement

Concurrently with the execution and delivery of the Suncrete BCA, Suncrete, Pubco, our Company and certain equityholders of Suncrete entered into a support agreement (the “Company Equityholder Support Agreement”), pursuant to which the equityholders of Suncrete party thereto agreed, among other things, to vote in favor of the approval and adoption of the Suncrete Business Combination and the transactions contemplated thereby. Certain equityholders of Suncrete have also agreed, subject to certain exceptions, not to directly or indirectly, (i) sell, assign, transfer (including by operation of law), permit the creation of any lien, pledge, dispose of or otherwise encumber any of its Suncrete securities, (ii) deposit any of its Suncrete securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto, (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of its Suncrete securities or (iv) take any action that would have the effect of preventing or disabling the holder from performing its obligations under the Company Equityholder Support Agreement.

Further, certain equityholders of Suncrete have also agreed not to, during the period commencing from the Closing Date and ending on the earlier of (i) the one year anniversary of the Closing Date and (ii) the date after the Closing Date on which Pubco consummates a liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Pubco’s stockholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (such period, the “Post-Closing Lock-Up Period”): lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position, or otherwise transfer or dispose of, directly or indirectly, any of its Suncrete securities, or any securities of Pubco issued to such holder pursuant to the Suncrete BCA (such securities, the “Lock-Up Securities”), (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, or (C) publicly announce the intention to do any of the foregoing, subject to certain exceptions. Notwithstanding the foregoing, pursuant to the Company Equityholder Support Agreement, (i) 33.33% of the Lock-Up Securities held by the applicable holder as of the Closing Date will be automatically released from the lock-up restrictions on the six month anniversary of the Closing Date and (ii) 33.33% of the Lock-Up Securities held by the applicable holder as of the Closing Date will be automatically released from the lock-up restrictions on the nine month anniversary of the Closing Date.

The Company Equityholder Support Agreement will terminate upon the earlier to occur of (a) the Acquisition Merger Effective Time (subject to the survival of certain provisions, including the lock-up provisions described in the paragraph above), (b) the date of the valid termination of the Suncrete BCA in accordance with its terms, or (c) the effective date of a written agreement of Suncrete, Pubco and the equityholder terminating the Company Equityholder Support Agreement.

Sponsor Support Agreement

Concurrently with the execution and delivery of the Suncrete BCA, the Sponsor and certain of our officers and directors (such holders, the “Sponsor Related Parties”) entered into an agreement (the “Sponsor Support Agreement”) with Suncrete and Pubco, which supersedes the Letter Agreement. Pursuant to the Sponsor Support Agreement, among other things, Sponsor and the Sponsor Related Parties agreed to vote in favor of the adoption and approval of the Suncrete BCA and the transactions contemplated thereby and waive the anti-dilution rights set forth our organizational documents. The Sponsor and Sponsor Related Parties also agreed, until the earlier of the Initial Closing and the termination of the Suncrete BCA in accordance with its terms, not to (i) directly or indirectly sell, assign, transfer (including by operation of law), permit the creation of any lien, pledge, dispose of or otherwise encumber any of our securities or otherwise agree to do any of the foregoing, (ii) deposit any of our securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto, (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of our securities, or (iv) take any action that would have the effect of preventing or disabling the Sponsor from

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performing its obligations under the Sponsor Support Agreement. Sponsor also agreed that, immediately upon the occurrence of the Initial Merger Effective Time, it will automatically be deemed to have irrevocably transferred to Pubco, surrendered and forfeited for no consideration a number of shares of Pubco Class A Common Stock equal to the number of Anchor Commitment Fee Shares (as defined in the PIPE Subscription Agreements), not to exceed 333,333 Anchor Commitment Fee Shares in the aggregate.

The Sponsor and Sponsor Related Parties have also agreed to certain transfer restrictions with respect to its Pubco Class A Common Stock as follows: During the Post-Closing Lock-Up Period, Sponsor Related Party agreed that it shall not, directly or indirectly, without the prior written consent of Pubco, (i) sell, assign, transfer (including by operation of law), permit the creation of any lien, pledge, dispose of or otherwise encumber any of its Pubco Class A Common Stock or otherwise agree to do any of the foregoing, (ii) deposit any of its Pubco Class A Common Stock into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with the Sponsor Support Agreement, or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of its Pubco Class A Common Stock, subject to certain exceptions. Notwithstanding the foregoing, pursuant to the Sponsor Support Agreement, (i) 33.33% of the locked-up securities held by the applicable holder as of the Closing Date will be automatically released from the lock-up restrictions on the six month anniversary of the Closing Date and (ii) 33.33% of the locked-up securities held by the applicable holder as of the Closing Date will be automatically released from the lock-up restrictions on the nine month anniversary of the Closing Date.

Registration Rights Agreements

Pursuant to the Suncrete BCA, the parties have agreed that in connection with the Initial Closing, Pubco, our Company, and the Sponsor will enter into an Assignment, Assumption, and Amendment Agreement, in form and substance reasonably acceptable to our Company and Suncrete, with respect to the Registration Rights Agreement. The parties have also agreed that in connection with the Acquisition Closing, Pubco and certain members of Suncrete will enter into a Registration Rights Agreement in form and substance reasonably acceptable to our Company and Suncrete (the “Suncrete Registration Rights Agreement” and together with the Registration Rights Agreement, the “Registration Rights Agreements”).

PIPE Subscription Agreements

Concurrently with the execution and delivery of the Suncrete BCA, our Company and Pubco entered into subscription agreements (the “PIPE Subscription Agreements”) with certain accredited investors and qualified institutional buyers (collectively, the “PIPE Investors”), pursuant to which, among other things, Pubco agreed to issue and sell to the PIPE Investors, in a private placement to close immediately prior to the closing of the Acquisition Merger, an aggregate of approximately $167.1 million in shares of Pubco Class A Common Stock (as defined in the Suncrete BCA) and, in certain circumstances, Pre-Funded Common Stock Purchase Warrants (as defined in the Suncrete BCA) to purchase Pubco Class A Common Stock (the “PIPE Investment”).

Dothan Agreements

In order to fund certain costs and expenses incurred by us, on September 8, 2025, Dothan Independent and Sponsor entered into a Subscription Agreement, pursuant to which, among other things, Dothan Independent became a member of the Sponsor and agreed to contribute $500,000.00 in the aggregate to the Sponsor in exchange for 10 Class Z Units (as defined in the Suncrete BCA) of the Sponsor, representing an indirect interest in 2,800,000 Founder Shares (the “Dothan Founder Shares”) and an indirect interest in 398,800 Warrants (the “Dothan Subscription Agreement”).

Effective as of the Closing and subject to the receipt by Suncrete prior to the Closing of certain necessary waivers, approvals, consents or authorizations, our Suncrete, Pubco, and Dothan Management will enter into an amendment (the “Dothan Management Agreement Amendment” and together with the Dothan Subscription Agreement, the “Dothan Agreements”) to the Management and Consulting Agreement, dated as of July 29, 2024, by and between Suncrete and Dothan Management, pursuant to which, among other things, Pubco will assume, and agree to perform and discharge, all of the obligations of Suncrete under the Dothan Management Agreement.

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Warrant Agreement Amendment

In addition, immediately prior to the Domestication Effective Time, we will redeem all of the issued and outstanding Public Warrants in exchange for (i) $2.25 in cash and (ii) 0.075 Class A Ordinary Shares per Public Warrant, which redemption will be effected by way of an amendment to the Warrant Agreement if the proposal to effectuate such amendment is approved by holders of a majority of the number of the then outstanding Warrants.

The form of Company Equityholder Support Agreement, Sponsor Support Agreement, the form of PIPE Subscription Agreements , the Form of Suncrete Registration Rights Agreement, the Form of Dothan Management Agreement Amendment and Form of Warrant Agreement Amendment are filed herein as Exhibits 10.12, 10.13, 10.14, 10.15, 10.18, 10.19 and 10.20, respectively, and are incorporated herein by reference, and the foregoing descriptions of the Company Equityholder Support Agreement, Sponsor Support Agreement, the PIPE Subscription Agreements , the Suncrete Registration Rights Agreement, the Dothan Management Agreement Amendment and the Warrant Agreement Amendment are qualified in their entirety by reference thereto.

Management Team

We believe that our Management Team is well positioned to identify an attractive target business within the consumer and consumer-related products and services industries and that their proprietary deal sourcing network, ranging from industry executives, private business owners, private equity investors, and investment bankers will enable us to pursue a broad range of opportunities across the entire consumer and consumer-related products and services industries globally. We may pursue a Business Combination with a company not domiciled in the United States or whose operations are predominantly not in the United States. Our Management believes that its ability to identify and implement operational value creation initiatives will remain central to its differentiated acquisition strategy. Additionally, our network and current affiliations allows us to lean heavily on an existing infrastructure of resources that will assist in due diligence and ultimately structuring an acquisition.

We have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business. Although our Management assess the risks inherent in a particular target business with which we may combine, such as Suncrete, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impact a target business.

Past performance of our Management Team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial Business Combination or (ii) of success with respect to any Business Combination we may consummate. You should not rely on the historical performance record of our Management as indicative of our future performance.

Members of our Management Team were formerly members of the management teams of Haymaker I, Haymaker II, and Haymaker III. In connection with Haymaker I’s initial Business Combination, Haymaker I shareholders exchanged their shares for shares in OneSpaWorld Holdings Ltd. (NASDAQ: OSW), an operator of centers offering guests a comprehensive suite of health, fitness, beauty and wellness services, treatments, and products aboard cruise ships and at destination resorts around the world (“OneSpaWorld”). Haymaker I management announced the Business Combination with OneSpaWorld on November 1, 2018, approximately 12 months after Haymaker I’s initial public offering, and Haymaker I’s stockholders approved the Business Combination approximately four and a half months later. Haymaker II announced its Business Combination with (i) GPM Investments, LLC, a leading convenience store operator with over 2,900 locations in 33 states, and (ii) ARKO Holdings Ltd. (NASDAQ: ARKO), an Israeli public holding company, on September 9, 2020, approximately 15 months after Haymaker II’s initial public offering, and Haymaker II’s stockholders approved the Business Combination approximately three and a half months later. Haymaker III completed its $317.5 million initial public offering in March 2021 and completed an initial Business Combination with BioTE Holdings, LLC, which has become biote Corp. (NASDAQ:BTMD), a differentiated medical practice-building business within the hormone optimization space.

Our Management Team raised equity facilities (incremental to Haymaker I and Haymaker II’s capital in trust) and new debt facilities to successfully complete the Business Combinations for Haymaker I, Haymaker II and Haymaker III.

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Business Strategy and Deal Origination

Our acquisition and value creation strategy is to identify, acquire and, after our initial Business Combination, build a company in the consumer or consumer-related products and services industries that complements the experience of our Management Team and can benefit from their operational expertise. Our Business Combination strategy leverages our Management Team’s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience in the consumer and consumer-related products and services industries could effect a positive transformation or augmentation of existing businesses to improve their overall value proposition.

2We utilize the network and industry experience of Mr. Heyer and his affiliates in seeking an initial Business Combination and employing our Business Combination strategy. Over the course of their careers, the members of our Management Team and their affiliates have developed a broad network of contacts and corporate relationships globally that we believe serve as a useful source of acquisition opportunities. This network has been developed through our Management Team’s:

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We utilize the network and industry experience of Messrs. Heyer and Heyer and their affiliates in seeking an initial Business Combination and employing our Business Combination strategy. Over the course of their careers, the members of our Management Team and their affiliates have developed a broad network of contacts and corporate relationships globally that we believe serve as a useful source of acquisition opportunities. This network has been developed through our Management Team’s:

●

extensive experience in both investing in and operating in consumer and consumer-related products and services industries;

●

marketing and growing these companies through experience engineering and de-commoditizing their services and products;

●

experience in sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses;

●

relationships with sellers, financing providers and target management teams; and

●

experience in executing transactions in the consumer and consumer-related products and services industries under varying economic and financial market conditions.

These networks provide our Management Team with a robust flow of acquisition opportunities. In addition, target business candidates are brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. After our Initial Public Offering, members of our Management Team began communicating with their networks of relationships to articulate the parameters for our search for a target company and a potential Business Combination and begin the process of pursuing and reviewing potentially interesting leads.

In addition, drawing on their extensive investing and operating experiences, our Management Team is tapping four major sources of deal flow:

●

directly identifying potentially attractive undervalued situations through primary research into industries and companies;

●

receiving information from our Management Team’s global contacts about a potentially attractive situation;

●

contact from securities broker-dealers’ research, sales, trading or investment banking department offering or identifying businesses seeking a combination or added value that matches our strengths; or

●

inbound opportunities from a company or existing stakeholders seeking a combination, including corporate divestitures.

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Business Combination Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating candidates for our initial Business Combination, such as Suncrete. We use these criteria and guidelines in evaluating Business Combination opportunities, but we may decide to enter into our initial Business Combination with a target business that does not meet any or all of these criteria and guidelines. We focus on candidates that we believe:

●

have market and/or cost leadership positions in their respective consumer or consumer-related products and services niches and would benefit from our extensive networks and insights within the consumer and consumer-related products and services industries;

●

provide enduring products, content, or services, with the potential for revenue, market share and/or distribution improvements;

●

are fundamentally sound companies that are underperforming their potential and offer compelling value;

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●

offer the opportunity for our Management Team to partner with established target management teams or business owners to achieve long-term strategic and operational excellence, or, in some cases, where our access to accomplished executives and the skills of the management of identified targets warrants replacing or supplementing existing management;

●

exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; and

●

offer an attractive risk-adjusted return for our shareholders.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular Business Combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our Management may deem relevant. In the event that we decide to enter into our initial Business Combination with a target business that does not meet all of the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial Business Combination, which, as discussed in this Report, will be in the form of proxy solicitation materials or tender offer documents that we will file with the SEC, such as the Suncrete Registration Statement.

Our officers and directors may become officers or directors of any other blank check company prior to completion of our initial Business Combination. In particular, Christopher Bradley, our Chief Executive Officer, Chief Financial Officer, and Chairman, also currently serves as a director at another ~~blank check company~~SPAC. As a result, our officers or directors could have conflicts of interest in determining whether to present Business Combination opportunities to us or to any other blank check company with which they may become involved.

Initial Business Combination

The NYSE ~~rules~~Rules require that we must consummate an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the ~~deferred~~Deferred ~~underwriting~~Fee ~~commissions~~ and taxes paid or payable on the income earned on the Trust Account, if any) at the time of execution of the definitive agreement for such Business Combination (the “80% Test”). Our Board of Directors will make the determination as to the fair market value of our initial Business Combination. If our Board of Directors is not able to independently determine the fair market value of our initial Business Combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our Board of Directors will not be able to make an independent determination of the fair market value of our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

We anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target Management Team or shareholders or for other reasons, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new Ordinary Shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new Ordinary Shares, our shareholders immediately prior to our initial Business Combination could own less than a majority of our outstanding Ordinary Shares subsequent to our initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% Test. If the Business Combination involves more than one target business, the 80% Test will be based on the aggregate value of all of the target businesses.11

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~~Pursuant~~We toanticipate structuring our ~~Amended~~initial ~~and~~Business ~~Restated~~Combination ~~Charter,~~so wethat ~~have~~the ~~until~~post-transaction ~~the~~company ~~end~~in which our ~~Combination~~Public ~~Period,~~Shareholders ~~currently~~own ~~July~~shares ~~28,~~will ~~2025,~~own or ~~until~~acquire ~~such~~100% ~~earlier~~of ~~liquidation~~the ~~date~~equity asinterests ~~our~~or ~~Board~~assets of ~~Directors~~the target business or businesses. We may, ~~approve~~however, tostructure ~~complete~~our an initial Business Combination. ~~However,~~such wethat ~~may~~the ~~hold~~post-transaction acompany ~~shareholder~~owns ~~vote~~or atacquires ~~any~~less ~~time~~than to100% ~~amend~~of ~~our~~such ~~Amended~~interests ~~and~~or ~~Restated~~assets ~~Charter~~of the target business in order to ~~modify~~meet ~~the~~certain ~~amount~~objectives of ~~time~~the wetarget ~~have~~management toteam ~~consummate~~or anshareholders ~~initial~~or for other reasons, but we will only complete such Business Combination ~~(as~~if ~~well~~the aspost-transaction tocompany ~~modify~~owns ~~the~~or ~~substance~~acquires 50% or ~~timing~~more of ~~our~~the ~~obligation~~outstanding tovoting ~~redeem~~securities ~~100%~~ of ~~our~~the ~~Public~~target ~~Shares~~or ifotherwise weacquires ~~have~~a controlling interest in the target sufficient for it not ~~consummated~~to be required to register as an ~~initial~~investment ~~Business~~company ~~Combination~~under ~~within~~the Investment Company Act. Even if the ~~time~~post-transaction ~~periods~~company ~~described~~owns inor ~~this~~acquires ~~Report~~50% or ~~with~~more ~~respect~~of tothe ~~any~~voting ~~other~~securities ~~material~~of ~~provisions~~the ~~relating~~target, toour shareholders’ ~~rights~~prior orto ~~pre-initial~~the Business Combination ~~activity).~~may ~~Our~~collectively ~~Initial~~own ~~Shareholders~~a minority interest in the post-transaction company, ~~executive~~depending ~~officers~~on ~~and~~valuations ~~directors~~ascribed ~~have~~to ~~agreed~~the ~~that~~target ~~they~~and ~~will~~us ~~not~~in ~~propose~~the ~~any~~Business ~~such~~Combination ~~amendment~~transaction. ~~unless~~For example, we ~~provide~~could ~~our~~pursue ~~Public~~a ~~Shareholders~~transaction ~~with~~in ~~the~~which ~~opportunity~~we toissue ~~redeem~~a ~~their~~substantial ~~Public~~number of new Ordinary Shares ~~upon~~in ~~approval~~exchange for all of ~~any~~the ~~such~~outstanding ~~amendment~~capital atstock, shares or other equity interests of a ~~per~~target. ~~share~~In ~~price~~this case, ~~payable~~we would acquire a 100% controlling interest in ~~cash~~the target. However, ~~equal~~as toa result of the ~~aggregate~~issuance ~~amount~~of ~~then~~a onsubstantial ~~deposit~~number inof ~~the~~new ~~Trust~~Ordinary ~~Account~~Shares, ~~including~~our ~~interest~~shareholders ~~earned~~immediately onprior to our initial Business Combination could own less than a majority of our outstanding Ordinary Shares subsequent to our initial Business Combination. If less than 100% of the ~~funds~~equity ~~held~~interests inor assets of a target business or businesses are owned or acquired by the ~~Trust~~post-transaction ~~Account~~company, ~~(net~~the portion of ~~taxes~~such ~~paid~~business or ~~payable)~~businesses that is owned or acquired is what will be taken into account for purposes of the 80% Test. If the Business Combination involves more than one target business, ~~divided~~the by80% Test will be based on the ~~number~~aggregate value of ~~then-outstanding~~all ~~Public~~of ~~Shares~~the target businesses. Based on the valuation analysis of our Management and Board of Directors, ~~subject~~we tohave determined that the ~~limitations~~fair ~~described~~market value of Suncrete was substantially in ~~this~~excess ~~Report~~of 80% of the funds in the Trust Account and that the 80% Test was therefore satisfied.

Pursuant to our Amended and Restated Articles and the 2025 Extension Amendment, we have until the end our Combination Period, currently July 28, 2026, or until such earlier liquidation date as our Board of Directors may approve, to complete an initial Business Combination. However, we may hold another shareholder vote at any time to amend our Amended and Restated Articles to modify the amount of time we have to consummate an initial Business Combination (as well as to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we have not consummated an initial Business Combination within the time periods described in this Report or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity). Our Sponsor, executive officers and directors have agreed that they will not propose any such amendment unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable, if any), divided by the number of then-outstanding Public Shares, subject to the limitations described in this Report.

Sourcing of Potential Initial Business Combination Targets

We believe our Management Team is well positioned to identify unique opportunities across the private company landscape in the consumer and consumer-related products and services industries. Our selection process leverages our relationships with leading technology company founders, executives of private and public companies, venture capitalists, private equity and growth equity funds.

We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, executive officers, directors, or ~~directors~~advisors, or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, ~~executive~~ officers or directors or advisor. InWhile Suncrete is not affiliated with our Sponsor, officers, directors or advisors, in the event we do not consummate the Suncrete Business Combination and we seek to complete anour initial Business Combination with a ~~target~~company that is affiliated (as defined in our Amended and Restated Articles) with our Sponsor, executive officers, directors or ~~directors~~advisors, we, or a committee of independent directors, ~~would~~will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination is fair to our Company from a financial point of view and a majority of our disinterested and independent directors approve such transaction. We are not required to obtain such an opinion in any other context.

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Members of our Management Team and our independent directors directly, or indirectly, own Founder Shares and/or Private Placement Units and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination. The low price that our Sponsor and/or our executive officers and directors (directly or indirectly) paid for the Founder Shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders. If we are unable to complete our initial Business Combination within the Combination Period, the Founder Shares and Private Placement Units may expire worthless, except to the extent the holders thereof receive liquidating distributions from assets outside the Trust Account, which could create an incentive for our Sponsor and our executive officers and directors to complete any transaction, regardless of its ultimate value. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity that is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under the Companies Act. Our Amended and Restated ~~Charter~~Articles provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial Business Combination.

In addition, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial Business Combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial Business Combination.

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Financial Position

With funds available for a Business Combination as of December 31, ~~2024~~2025 in the amount of approximately $~~248~~258,~~821~~240,~~435~~938, ~~assuming~~(before no redemptions, ~~net~~taxes ofpayable ~~taxes~~on ~~paid~~the orinterest ~~payable~~earned, ~~and~~if ~~after~~any, and payment of ~~$8,650,000~~the ofDeferred ~~deferred underwriting fees~~Fee), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial Business Combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third -party financing and there can be no assurance it will be available to us.

There will be no fees, reimbursements or cash payments made by us to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, other than the following payments, none of which have been or will be made from the proceeds of the Initial Public Offering held in the Trust Account prior to the completion of our initial Business Combination:

●

Repayment on July 28, 2023 of the outstanding balance in full under the IPO Promissory Note made to us by our Sponsor to cover offering-related and organizational expenses. Borrowings under the IPO Promissory Note are no longer available;

●

Payment to an affiliate of our Vice President of $20,000 per month, for office space, utilities and secretarial and administrative support, pursuant to the Administrative Services Agreement;

●

Payment to an affiliate of our Chief Financial Officer of $20,000 per month for services rendered prior to the consummation of our initial Business Combination, which amounts will be accrued and will only be payable upon the successful completion of our initial Business Combination, pursuant to the Advisory Services Agreement;

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Reimbursement for any out of-pocket expenses related to identifying, investigating and completing an initial Business Combination;

● Payment of a finder’s fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination; ~~and~~

● Repayment of any Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination, including under the WCL Promissory Note. Up to $1,500,000 of such Working Capital Loans may be convertible into WCL Units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The WCL Units would be identical to the Private Placement Units. As of December 31, 2025, we had borrowings of $1,059,879 under the WCL Promissory Note; and

●

Repayment of non-interest bearing 2025 Extension Promissory Note. As of December 31, 2025, we had borrowings of $2,250,000 under the 2025 Extension Promissory Note.

See “Suncrete Business Combination” above for more information on the equity and financing arrangements in connection with the Suncrete Business Combination.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely on the future performance of a single business, such as Suncrete. Unlike other entities that have the resources to complete Business Combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial Business Combination with only a single entity, our lack of diversification may:

● subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial Business Combination,; and

●

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we closely scrutinize the management of a prospective target business, including the management team of Suncrete, when evaluating the desirability of effecting our initial Business Combination with that business and plan to continue to do so if the Suncrete Business Combination is not consummated and we seek other Business Combination opportunities, our assessment of the target business’s management may not prove to be correct.

6Other than the anticipated service of Andrew Heyer as a director and Christopher Bradley as a consultant of the combined company following the Business Combination, we cannot assure our shareholders that any of our key personnel will remain in senior management or advisory positions with the combined company.

~~Table~~Following a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of ~~Contents~~the target business. We cannot assure our shareholders that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our Management Team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our Management Team will remain with the combined company will be made at the time of our initial Business Combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination. Moreover, we cannot assure you that members of our Management Team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial Business Combination.

Following a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended and Restated ~~Charter~~Articles. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule (as is the case with the Suncrete Business Combination as currently contemplated), or we may decide to seek shareholder approval for business or other legal reasons.

~~Under the NYSE’s listing rules, shareholder approval would be required for our initial Business Combination if, for example:~~14

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Under the NYSE Rules, shareholder approval would be required for our initial Business Combination if, for example:

●

we issue (other than in a public offering for cash) Class A Ordinary Shares that will either (i) be equal to or in excess of 20% of the number of Class A Ordinary Shares then outstanding or (ii) have voting power equal to or in excess of 20% of the voting power then outstanding;

● any of our directors, officers or substantial security holders (as defined by the NYSE ~~rules~~Rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of Ordinary Shares to be issued, or if the number of Ordinary Shares into which the securities may be convertible or exercisable, exceeds either (i) 1% of the number of Ordinary Shares or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (ii) 5% of the number of Ordinary Shares or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or

●

the issuance or potential issuance of Ordinary Shares will result in our undergoing a change of control.

The decision as to whether we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place us at a disadvantage in the transaction or result in other additional burdens on us; (ii) the expected cost of holding a shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed Business Combination; (iv) other time and budget constraints of our Company; and (v) additional legal complexities of a proposed Business Combination that would be time-consuming and burdensome to present to shareholders.

See “Suncrete Business Combination” above for more information on the requisite approvals in connection with the Suncrete Business Combination.

Permitted Purchases of Our Securities

If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Sponsor, ~~Initial Shareholders,~~ directors, executive officers, advisors or their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination. There is no limit on the number of ~~Public~~our ~~Shares~~securities our ~~Initial Shareholders~~Sponsor, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the NYSE ~~rules~~Rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account have been or will be used to purchase Public Shares or Public Warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our Sponsor, ~~Initial Shareholders,~~ directors, officers, advisors or their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling ~~shareholders~~Public Shareholders would be required to revoke their prior elections to redeem their Public Shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

7The purpose of any such purchases of Public Shares could be to (i) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met, or (ii) to reduce the number of Public Shares being submitted for redemption. The purpose of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding. Any such purchases of our securities may result in the completion of our initial Business Combination that may not otherwise have been possible.

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subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of any such purchases of Public Shares could be to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met, or to reduce the number of Public Shares being submitted for redemption. The purpose of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding. Any such purchases of our securities may result in the completion of our initial Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our Public Shares or Public Warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our Sponsor, ~~Initial Shareholders,~~ officers, directors and/or their affiliates anticipate that they may identify the Public Shareholders with whom our ~~Initial Shareholders,~~ officers, directors or their affiliates may pursue privately negotiated purchases by either the Public Shareholders contacting us directly or by our receipt of redemption requests submitted by Public Shareholders (in the case of Public Shares) following our mailing of proxy materials in connection with our initial Business Combination. To the extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling Public Shareholders who have expressed their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether or not such Public Shareholder has already submitted a proxy with respect to our initial Business Combination, but only if such Public Shares have not already been voted at the general meeting related to our initial Business Combination. Our Sponsor, executive officers, directors, advisors or any of their affiliates will select which Public Shareholders to purchase Public Shares from based on a negotiated price and number of Public Shares and any other factors that they may deem relevant, and will only purchase Public Shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our Sponsor, officers, directors and/or their affiliates are restricted from making purchases of Public Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

Our Sponsor, directors, officers, advisors and their affiliates are restricted from making purchases of Public Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, directors, officers, advisors and their affiliates were to purchase our securities from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

●

our registration statement/proxy statement filed for our Business Combination transaction would disclose the possibility that our Sponsor, directors, officers, advisors or their affiliates may purchase our securities from Public Shareholders outside the redemption process, along with the purpose of such purchases;

●

if our Sponsor, directors, officers, advisors or their affiliates were to purchase our securities from Public Shareholders, they would do so at a price no higher than the price offered through our redemption process;

●

our registration statement/proxy statement filed for our Business Combination transaction would include a representation that any of our securities purchased by our Sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the Business Combination transaction;

●

our Sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

●

we would disclose in a Current Report on Form 8-K, before our general meeting of shareholders to approve the Business Combination transaction, the following material items:

o

the amount of our securities purchased outside of the redemption offer by our Sponsor, directors, officers, advisors or their affiliates, along with the purchase price;

o

the purpose of the purchases by our Sponsor, directors, officers, advisors or their affiliates;

o

the impact, if any, of the purchases by our Sponsor, directors, officers, advisors or their affiliates on the likelihood that the Business Combination transaction will be approved;

o

the identities of our security holders who sold to our Sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, officers, advisors or their affiliates; and

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o

the number of our securities for which we have received redemption requests pursuant to our redemption offer.

See “Suncrete Business Combination” above for more information on permitted purchases of our securities in connection with the Suncrete Business Combination.

Redemptions in Connection with Our Initial Business Combination

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of an initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described in this Report. ~~The~~As ~~amount in the Trust Account as~~ of December 31, ~~2024~~2025, the Redemption Price was approximately $1011.8641 per Public Share (before taxes payable, if any). The per share amount we will distribute to ~~investors~~Public Shareholders who properly redeem their Public Shares will not be reduced by the ~~deferred~~Deferred ~~underwriting~~Fee ~~commissions~~ we will pay to the ~~representatives of the underwriters~~Underwriters. Our ~~Initial Shareholders,~~ Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares they may hold in connection with the completion of our initial Business Combination.

See “Suncrete Business Combination” above for more information on redemptions of our Public Shares in connection with the Suncrete Business Combination.

Limitations on Redemptions

Our Amended and Restated ~~Charter~~Articles provides that we will only consummate an initial Business Combination if our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial Business Combination. In addition, our proposed initial Business Combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any ~~shares~~Public ~~in connection with such initial Business Combination~~Shares, and all ~~Class~~Public ~~A Ordinary~~ Shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop arrangements we may enter into in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

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Manner of Conducting Redemptions

We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our Company where we do not survive and any transactions where we issue more than 20% of our outstanding Ordinary Shares or seek to amend our Amended and Restated ~~Charter~~Articles would require shareholder approval. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the ~~NYSE’s~~approval ~~shareholder~~requirements ~~approval~~of ~~rules~~the NYSE Rules.

The requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above ~~will~~is be contained in provisions of our Amended and Restated ~~Charter~~Articles and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by a ~~special~~Special ~~resolution~~Resolution of our shareholders, which is a resolution passed by at least two-thirds of the shareholders as, being entitled to do so, vote in person or by proxy at a general meeting of the company and includes a unanimous written resolution.

~~If we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will:~~17

●Table ~~conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A~~ of ~~the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and~~Contents

If we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will. Pursuant to our Amended and Restated Articles:

●

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

●

file proxy materials with the SEC.

IfIn the event that we seek shareholder approval, weof ~~will complete~~ our initial Business Combination, ~~only if~~ we receive the approval of an ordinary resolution under Cayman Islands law, which is a resolution passed by a simple majority of the shareholders as, being entitled to do so, vote at a general meeting of the company and includes a unanimous written resolution. In accordance with our Amended and Restated Charter, a quorum for such meeting will bedistribute ~~holders of one-third of the shares in the capital of the company being individuals present in person or by~~ proxy ormaterials ~~if a corporation or other non-natural person by its duly authorized representative or proxy at the general meeting. Our Initial Shareholders will count towards this quorum~~ and, pursuant to the Letter Agreement, our Sponsor, officers and directors have agreed to vote any Founder Shares or Private Placement Shares they hold and any Public Shares purchased during or after the Initial Public Offering (including in ~~open~~connection ~~market and privately-negotiated transactions) in favor of our initial Business Combination. For purposes of seeking approval of an ordinary resolution~~therewith, ~~non-votes~~provide ~~will have no effect on the approval of~~ our ~~initial~~Public ~~Business Combination once a quorum is obtained. As a result, in addition to our Initial~~ Shareholders’ ~~Founder~~with ~~Shares and Private Placement Shares, we would need only 8,226,201, or approximately 35.8% of~~ the ~~23,000,000~~redemption ~~Public~~rights ~~Shares~~described ~~sold~~above inupon ~~the~~completion ~~Initial Public Offering to be voted in favor~~ of an initial Business Combination in order to have our initial Business Combination approved (assuming all outstanding Ordinary Shares are voted). Assuming that only one-third of our issued and outstanding Ordinary Shares are voted, representing a quorum under our Amended and Restated Charter, we will not need any Public Shares in addition to our Founder Shares to be voted in favor of an initial Business Combination in order to have an initial Business Combination approved. These quorum and voting thresholds, and the ~~voting agreements of our Initial Shareholders, may make it more likely that we will consummate our~~ initial Business Combination. Each Public Shareholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a shareholder on the record date for the shareholder meeting held to approve the proposed transaction.

If we seek shareholder approval, we will complete our initial Business Combination only if we receive the approval of an Ordinary Resolution. In accordance with our Amended and Restated Articles, a quorum for such meeting will be holders of one-third of the shares in the capital of the company being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy at the general meeting. Our Sponsor, officers and directors will count towards this quorum and, pursuant to the Letter Agreement, our Sponsor, officers and directors have agreed to vote any Founder Shares or Private Placement Shares they hold and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of our initial Business Combination. For purposes of seeking approval of an Ordinary Resolution, non-votes will have no effect on the approval of our initial Business Combination once a quorum is obtained. As a result, in addition to our Sponsor’s Founder Shares and Private Placement Shares, we would need only 8,837,750, or approximately 38.42% of the 23,000,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved (assuming all outstanding Ordinary Shares are voted). Assuming that only one-third of our issued and outstanding Ordinary Shares are voted, representing a quorum under our Amended and Restated Articles, we will not need any Public Shares in addition to our Founder Shares to be voted in favor of an initial Business Combination in order to have an initial Business Combination approved. These quorum and voting thresholds, and the voting agreements of our Sponsor, officers and directors, may make it more likely that we will consummate our initial Business Combination. Each Public Shareholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a shareholder on the record date for the shareholder meeting held to approve the proposed transaction.

If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

●

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

9● file tender offer documents with the SEC prior to completing our initial Business Combination, that contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

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● file tender offer documents with the SEC prior to completing our initial Business Combination, which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than a specified number of Public Shares, which number will be based on the requirement that we will only consummate an initial Business Combination if our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial Business Combination. If Public Shareholders tender more Public Shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial Business Combination.

Upon the public announcement of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we, or our Sponsor, will terminate any plan established in accordance with Rule 10b5-1 to purchase our ~~Class~~Public ~~A Ordinary~~ Shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

We intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such Public Shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial Business Combination is not approved and we continue to search for a target company, we will promptly return any certificates or Public Shares delivered by Public Shareholders who elected to redeem their Public Shares.18

Our Amended and Restated Charter provides that we will only consummate an initial Business Combination if our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial Business Combination. In addition, our proposed initial Business Combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares in connection with such initial Business Combination, and all Public Shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop arrangements into which we may enter in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

We will also provide this redemption opportunity to our Public Shareholders should we seek approval to amend our Amended and Restated Charter to extend our Combination Period consistent with applicable laws, regulations and stock exchange rules.

Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

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~~other~~We ~~undesirable~~intend ~~terms.~~to Byrequire ~~limiting~~ our Public Shareholders’ ~~ability~~seeking to ~~redeem~~exercise notheir ~~more~~redemption ~~than~~rights, ~~15%~~whether ofthey ~~the~~are record holders or hold their Public Shares ~~sold~~ in “street name,” to, at the ~~Initial~~holder’s option, either deliver their share certificates to our transfer agent or deliver their Public ~~Offering~~Shares ~~without~~to our ~~prior~~transfer ~~consent~~agent electronically using the DWAC System, weprior ~~believe~~to wethe ~~are~~date ~~limiting~~set forth in the ~~ability~~proxy ofmaterials aor ~~small~~tender ~~group~~offer documents, as applicable. In the case of ~~shareholders~~proxy materials, this date may be up to ~~unreasonably~~two ~~attempt~~business days prior to ~~block~~the ~~our~~scheduled ~~ability~~vote on the proposal to ~~complete~~approve ~~our~~the initial Business Combination. In addition, ~~particularly~~if we conduct redemptions in connection with a ~~Business~~shareholder ~~Combination~~vote, ~~with~~we intend to require a ~~target~~Public ~~that~~Shareholder ~~requires~~seeking asredemption of its Public Shares to also submit a ~~closing~~written ~~condition~~request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is included. The proxy materials or tender offer documents, as applicable, that we ~~have~~will afurnish ~~minimum~~to ~~net~~our ~~worth~~Public Shareholders in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial Business Combination is not approved and we continue to search for a ~~certain~~target ~~amount~~company, ofwe ~~cash~~will promptly return any certificates or Public Shares delivered by Public Shareholders who elected to redeem their Public Shares.

~~However,~~Our Amended and Restated Articles provides that we ~~are~~will ~~not~~only ~~restricting~~consummate an initial Business Combination if our ~~shareholders’~~net ~~ability~~tangible assets will be at least $5,000,001 either immediately prior to ~~vote~~or upon consummation of our initial Business Combination. In addition, our proposed initial Business Combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of ~~their~~the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares ~~(including~~in ~~Excess~~connection with such initial Business Combination, and all Public Shares) submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or ~~against~~through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop arrangements into which we may enter in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

We will also provide this redemption opportunity to our Public Shareholders should we seek approval to amend our Amended and Restated Articles to extend our Combination Period consistent with applicable laws, regulations and stock exchange rules.

Limitation on Redemptions Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Amended and Restated Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Ordinary Shares sold in our Initial Public Offering (the “Excess Shares”) without our prior consent. We believe this restriction will discourage Public Shareholders from accumulating large blocks of Public Shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force us or our Management to purchase their Public Shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such Public Shares are not purchased by us, our Sponsor or our Management at a premium to the then-current market price or on other undesirable terms. By limiting our Public Shareholders’ ability to redeem no more than 15% of the Public Shares sold in the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of Public Shareholders to unreasonably attempt to block our ability to complete our initial Business Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we will not restrict our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business Combination.

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Delivering Share Certificates in Connection with the Exercise of Redemption Rights

As described above, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC ~~system~~System, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to ~~holders of~~ our Public ~~Shares~~Shareholders in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements. Accordingly, a Public Shareholder would have up to two business days prior to the scheduled vote on the initial Business Combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights. In the event that a Public Shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares may not be redeemed. Given the relatively short exercise period, it is advisable for Public Shareholders to use electronic delivery of their Public Shares.

There is a nominal cost associated with the above-referenced process and the act of certificating the Public Shares or delivering them through the DWAC ~~system~~System. The transfer agent will typically charge the broker submitting or tendering ~~shares~~Public Shares a fee of approximately $100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares. The need to deliver ~~shares~~Public Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a Public Shareholder delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to our Public Shareholders electing to redeem their Public Shares will be distributed promptly after the completion of our initial Business Combination.

If our initial Business Combination is not approved or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by Public Shareholders who elected to redeem their Public Shares.

If ~~our~~the ~~initial~~Suncrete ~~proposed initial~~ Business Combination is not completed, we may continue to try to complete ana ~~initial~~ Business Combination with a different target until the end of the Combination Period.

Redemption of Public Shares and Liquidation if No Initial Business Combination

Our Amended and Restated ~~Charter~~Articles ~~provides~~provide that we ~~will~~ have only ~~until~~ the ~~end~~duration of the Combination Period to complete our initial Business Combination. If we ~~are~~have ~~unable~~not tocompleted ~~complete~~ our initial Business Combination within such ~~Combination~~time ~~Period~~period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable, if any, and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under the Companies Act to provide for claims of creditors and in all cases, subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete our initial Business Combination within the Combination Period.

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~~completely~~Our ~~extinguish~~Sponsor, ~~Public~~officers ~~Shareholders’~~and ~~rights~~directors ashave ~~shareholders~~entered ~~(including~~into the ~~right~~Letter toAgreement ~~receive~~with ~~further liquidating distributions~~us, ifpursuant ~~any),~~to ~~and~~which ~~(iii)~~they ashave ~~promptly~~waived astheir ~~reasonably~~rights ~~possible~~to ~~following~~liquidating ~~such~~distributions ~~redemption,~~from ~~subject to~~ the ~~approval~~Trust ofAccount ~~our~~with ~~remaining~~respect ~~shareholders~~to ~~and~~any ~~our~~Founder ~~Board~~Shares ofand ~~Directors,~~Private ~~liquidate~~Placement ~~and~~Shares ~~dissolve,~~they ~~subject~~hold inif ~~each~~we ~~case~~fail to complete our ~~obligations~~initial ~~under~~Business Combination within the ~~Companies~~Combination ~~Act~~Period. toHowever, ~~provide~~if ~~for~~our ~~claims~~Sponsor ofor ~~creditors~~Management ~~and~~Team inacquire ~~all~~Public ~~cases,~~Shares ~~subject~~in toor after the ~~other~~Initial ~~requirements~~Public ofOffering, ~~applicable~~they ~~law.~~are ~~There~~entitled ~~will~~to beliquidating nodistributions ~~redemption~~from ~~rights~~the orTrust ~~liquidating~~Account ~~distributions~~ with respect to ~~our~~such ~~Warrants,~~Public ~~which~~Shares ~~will expire worthless~~ if we fail to complete our initial Business Combination within the allotted Combination Period.

Our ~~Initial Shareholders,~~ Sponsor, officers and directors have ~~entered~~also ~~into~~agreed, pursuant to the Letter Agreement, ~~with~~that ~~us,~~they ~~pursuant~~will tonot ~~which~~propose ~~they~~any ~~have~~amendment ~~waived~~to ~~their~~our ~~rights~~Amended toand ~~liquidating~~Restated ~~distributions~~Articles ~~from~~to ~~the~~modify ~~Trust~~(i) ~~Account~~the ~~with~~substance ~~respect~~or totiming ~~any~~of ~~Founder~~our ~~Shares~~obligation ~~and~~to ~~Private~~redeem ~~Placement~~100% ~~Shares~~of ~~they~~our ~~hold~~Public Shares if we ~~fail~~do tonot complete our initial Business Combination within the Combination Period, or (ii) any ~~extended~~other ~~period~~material ofprovisions ~~time~~relating ~~that~~to shareholders’ rights or pre-initial Business Combination activity, unless we ~~may~~provide ~~have~~our toPublic ~~consummate~~Shareholders anwith ~~initial~~the ~~Business~~opportunity ~~Combination~~to asredeem atheir ~~result~~Public Shares upon approval of anany such amendment toat ~~our~~a ~~Amended~~per-share ~~and~~price, ~~Restated~~payable ~~Charter.~~in ~~However~~cash, ifequal ~~our~~to ~~Initial~~the ~~Shareholders~~aggregate amount then on deposit in the Trust Account, ~~Sponsor~~including orinterest ~~Management~~earned ~~Team~~on ~~acquire~~the ~~Public~~funds ~~Shares~~held in the Trust Account (which interest shall be net of taxes paid or ~~after~~payable, if any), divided by the ~~Initial~~number of then outstanding Public ~~Offering~~Shares. However, ~~they~~we will beonly ~~entitled~~redeem toour ~~liquidating~~Public ~~distributions~~Shares ~~from~~if ~~the~~our ~~Trust~~net ~~Account~~tangible ~~with~~assets ~~respect~~will tobe ~~such~~at ~~Public~~least ~~Shares~~$5,000,0001 ifeither weimmediately ~~fail~~prior to ~~complete~~or upon consummation of our initial Business Combination ~~within the allotted Combination Period~~.

~~Our~~We ~~Initial~~expect ~~Shareholders,~~that ~~Sponsor,~~all ~~officers~~costs and ~~directors~~expenses ~~have~~associated ~~agreed,~~with ~~pursuant~~implementing toour ~~the~~plan ~~Letter~~of ~~Agreement~~dissolution, ~~that~~as ~~they~~well ~~will~~as ~~not~~payments ~~propose~~to any ~~amendment~~creditors, towill ~~our~~be ~~Amended~~funded ~~and~~from ~~Restated~~amounts ~~Charter~~remaining toout ~~modify~~of the ~~substance~~approximately or$4,000 ~~timing~~ of ~~our~~proceeds ~~obligation~~held tooutside ~~redeem~~the ~~100%~~Trust Account (as of ~~our~~December ~~Public~~31, ~~Shares~~2025), ifalthough we docannot ~~not~~assure ~~complete~~ our ~~initial~~Public ~~Business~~Shareholders ~~Combination~~that ~~within~~there ~~the~~will ~~Combination~~be ~~Period~~sufficient orfunds ~~with~~for ~~respect~~such topurpose. ~~any~~However, ~~other~~if ~~material~~those ~~provisions~~funds ~~relating~~are tonot ~~shareholders’~~sufficient ~~rights~~to orcover ~~pre-initial~~the ~~Business~~costs ~~Combination~~and ~~activity,~~expenses ~~unless~~associated wewith ~~provide~~implementing our ~~Public~~plan ~~Shareholders with the opportunity to redeem their Public Shares upon approval~~ of ~~any such amendment at a per-share price~~dissolution, ~~payable in cash, equal~~ to the ~~aggregate~~extent ~~amount~~that ~~then~~there onis ~~deposit~~any ~~in the Trust Account, including~~ interest ~~earned~~accrued ~~on the funds held~~ in the Trust Account ~~(which~~not ~~interest~~required ~~shall~~to bepay ~~net of~~ taxes ~~paid or payable)~~, ~~divided by the number of then outstanding Public Shares. However,~~ we ~~will~~may ~~only~~request ~~redeem~~the ~~our~~trustee ~~Public~~to ~~Shares~~release ifto ~~our~~us ~~net~~an ~~tangible~~additional ~~assets~~amount ~~will~~of beup atto ~~least~~ $5100,000~~,0001~~ ~~either~~of ~~immediately~~such ~~prior~~accrued interest to orpay ~~upon~~those ~~consummation~~costs ofand ~~our initial Business Combination~~expenses.

WeIf ~~expect~~we ~~that~~were to expend all ~~costs~~of ~~and~~the ~~expenses~~net ~~associated~~proceeds ~~with~~of ~~implementing~~the ~~our~~Initial ~~plan~~Public ofOffering ~~dissolution,~~and asthe ~~well~~Private asPlacement, ~~payments~~other tothan ~~any~~the ~~creditors,~~proceeds ~~will~~deposited bein ~~funded~~the ~~from~~Trust ~~amounts~~Account, ~~remaining~~and ~~out~~without oftaking ~~the~~into ~~approximately~~account ~~$101~~interest,~~126~~ ofif ~~proceeds~~any, ~~held~~earned ~~outside~~on the Trust Account, the Redemption Price upon our dissolution would be approximately $11.41 as of December 31, ~~2024,~~2025. ~~although~~The weproceeds ~~cannot~~deposited ~~assure~~in ~~you~~the ~~that~~Trust ~~there~~Account ~~will~~could, behowever, ~~sufficient~~become ~~funds~~subject ~~for~~to ~~such~~the ~~purpose.~~claims ~~However,~~of ifour ~~those~~creditors ~~funds~~which ~~are~~would ~~not~~have ~~sufficient~~higher topriority ~~cover~~than the ~~costs~~claims ~~and~~of ~~expenses~~our ~~associated~~Public ~~with~~Shareholders. ~~implementing~~We ~~our~~cannot ~~plan~~assure ofour ~~dissolution,~~Public toShareholders ~~the extent~~ that ~~there~~the isactual ~~any~~per-share ~~interest~~redemption ~~accrued~~amount inreceived ~~the~~by ~~Trust~~Public ~~Account~~Shareholders will not ~~required~~be tosubstantially ~~pay~~less ~~taxes,~~than wethe ~~may~~Redemption ~~request~~Price. ~~the~~While ~~trustee~~we intend to ~~release~~pay tosuch usamounts, anif ~~additional~~any, ~~amount~~we ofcannot upassure toour ~~$100,000~~shareholders ofthat ~~such~~we ~~accrued~~will ~~interest~~have funds sufficient to pay ~~those~~or ~~costs~~provide ~~and~~for ~~expenses~~all creditors’ claims.

IfAlthough we ~~were~~seek to ~~expend~~have all ofvendors, ~~the~~service ~~net~~providers, ~~proceeds~~prospective oftarget ~~the~~businesses ~~Initial~~and ~~Public~~other ~~Offering~~entities ~~and~~with ~~the~~which ~~sale~~we ofdo ~~the~~business ~~Private~~execute ~~Placement~~agreements ~~Units~~with us waiving any right, ~~other~~title, ~~than~~interest ~~the~~or ~~proceeds~~claim ~~deposited~~of any kind in or to any monies held in the Trust Account, ~~and~~for ~~without~~the ~~taking~~benefit ~~into~~of ~~account~~our ~~interest~~Public Shareholders, there is no guarantee that they will execute such agreements or even if ~~any,~~they ~~earned~~execute onsuch agreements that they would be prevented from bringing claims against the Trust Account, ~~and~~including, ~~any~~but ~~tax~~not ~~payments~~limited to, fraudulent inducement, breach of fiduciary responsibility or ~~expenses~~other ~~for~~similar ~~the~~claims, ~~dissolution~~as ofwell as claims challenging the ~~Trust~~enforceability ~~Account,~~of the ~~per-share~~waiver, ~~redemption~~in ~~amount~~each ~~received~~case byin ~~Public~~order ~~Shareholders~~to ~~upon~~gain ~~our~~an ~~dissolution~~advantage ~~would~~with berespect ~~approximately~~to ~~$10.86~~a asclaim ofagainst ~~December~~our 31assets, ~~2024.~~including ~~The~~the ~~proceeds~~funds ~~deposited~~held in the Trust Account. ~~could,~~If ~~however,~~any ~~become~~third ~~subject~~party refuses to ~~the~~execute an agreement waiving such claims ofto the monies held in the Trust Account, our ~~creditors~~Management ~~which~~will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if Management believes that such third party’s engagement would ~~have~~be ~~higher~~in ~~priority~~our ~~than~~best interests under the ~~claims~~circumstances. Examples of ~~our~~possible ~~Public~~instances ~~Shareholders.~~where Wewe ~~cannot~~may ~~assure~~engage ~~you~~a third party that refuses to execute a waiver include the ~~actual~~engagement ~~per~~of a third-~~share~~party ~~redemption~~consultant ~~amount~~whose ~~received~~particular byexpertise ~~Public~~or ~~Shareholders~~skills ~~will~~are ~~not~~believed by Management to be ~~substantially~~significantly ~~less~~superior ~~than~~to ~~$10.86.~~those ~~While~~of weother ~~intend~~consultants that would agree to ~~pay~~execute ~~such~~a ~~amounts~~waiver or in cases where Management is unable to find a service provider willing to execute a waiver. Withum, ifour ~~any~~independent registered public accounting firm, weand ~~cannot~~the ~~assure~~Underwriters ~~you~~did not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that wesuch entities will agree to waive any claims they may have ~~funds~~in ~~sufficient~~the tofuture ~~pay~~as a result of, or ~~provide~~arising ~~for~~out ~~all~~of, ~~creditors’~~any ~~claims~~negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

~~Although~~To weprotect ~~will~~the ~~seek~~amounts toheld ~~have~~in ~~all~~the ~~vendors,~~Trust ~~service providers (other than Withum~~Account, our ~~independent~~Sponsor ~~registered~~has ~~public~~agreed ~~accounting~~that ~~firm),~~it ~~prospective~~will ~~target~~be ~~businesses~~liable ~~and~~to ~~other~~us ~~entities~~if ~~with~~and ~~which~~to wethe doextent ~~business~~any ~~execute~~claims ~~agreements~~by ~~with~~a usthird ~~waiving~~party ~~any~~for ~~right,~~services ~~title,~~rendered ~~interest~~ or ~~claim~~products ofsold ~~any kind in or~~ to ~~any~~us ~~monies~~(except ~~held in the Trust Account~~ for ~~the~~our ~~benefit~~independent ofregistered ~~our~~public ~~Public~~accounting ~~Shareholders~~firm), ~~there is no guarantee that they will execute such agreements~~ or ~~even~~a ifprospective ~~they~~target ~~execute~~business ~~such~~with ~~agreements~~which ~~that~~we ~~they~~have ~~would~~entered beinto ~~prevented~~a ~~from~~written ~~bringing~~letter ~~claims~~of ~~against the Trust Account~~intent, ~~including,~~confidentiality ~~but not limited to, fraudulent inducement, breach of fiduciary responsibility~~ or other similar ~~claims,~~agreement asor ~~well~~Business asCombination ~~claims~~agreement, ~~challenging~~reduce the ~~enforceability~~amount of ~~the~~funds ~~waiver,~~ in ~~each~~the ~~case~~Trust inAccount ~~order~~ to ~~gain~~below anthe ~~advantage~~lesser ~~with~~of ~~respect~~(i) to$10.10 aper ~~claim~~Public ~~against~~Share ~~our~~and ~~assets,~~(ii) ~~including~~ the ~~funds~~actual amount per Public Share held in the Trust Account. Ifas ~~any~~of ~~third~~the ~~party~~date ~~refuses~~of ~~to execute an agreement waiving such claims to~~ the ~~monies~~liquidation ~~held~~of in the Trust Account, ~~our~~if ~~Management~~less ~~will~~than ~~consider~~$10.10 ~~whether~~per ~~competitive~~Public ~~alternatives~~Share ~~are~~due ~~reasonably available~~ to usreductions ~~and will only enter into an agreement with such third party if Management believes that such third party’s engagement would be~~ in the ~~best~~value ~~interests~~ of ~~our Company under~~ the ~~circumstances.~~Trust ~~Examples~~Account ofassets, ~~possible~~less ~~instances~~taxes ~~where~~payable, weif ~~may~~any, ~~engage~~provided ~~a third party~~ that ~~refuses~~such toliability ~~execute~~will anot ~~waiver~~apply ~~include~~to ~~(i)~~any ~~the~~claims ~~engagement~~by of a third party ~~consultant whose particular expertise~~ or ~~skills~~prospective ~~are~~target ~~believed~~business bywho ~~Management~~executed ~~to be significantly superior to those of other consultants that would agree to execute~~ a waiver, ~~or (ii) in cases where Management is unable to find a service provider willing to execute a waiver. The underwriters~~ of ~~the~~any ~~Initial Public Offering~~ and ~~our~~all ~~independent~~rights ~~registered public accounting firm will not execute agreements with us waiving such claims~~ to the monies ~~held in the Trust Account. In~~

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~~addition,~~held ~~there~~in isthe noTrust ~~guarantee~~Account ~~that~~(whether or not such ~~entities~~waiver is enforceable) nor will ~~agree~~it apply to ~~waive~~ any claims ~~they~~under ~~may~~our ~~have~~indemnity inof the ~~future~~Underwriters asagainst acertain ~~result of~~liabilities, orincluding ~~arising~~liabilities ~~out~~under ofthe Securities Act. However, ~~any~~we ~~negotiations~~have not asked our Sponsor to reserve for such indemnification obligations, ~~contracts~~nor orhave ~~agreements~~we ~~with~~independently usverified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and ~~will~~we ~~not~~believe ~~seek~~that ~~recourse~~our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure our Public Shareholders that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.10 per Public Share. In such event, we may not be able to complete our initial Business Combination, and our Public Shareholders would receive such lesser amount per share in connection with any ~~reason~~redemption of their Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In ~~order to protect~~ the ~~amounts~~event ~~held in the Trust Account, our Sponsor has agreed~~ that ~~it will be liable to us if and to~~ the ~~extent~~proceeds any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account toare reduced below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per ~~Public~~share ~~Share~~ due to reductions in the value of the ~~trust~~Trust Account assets, in each case less (x) taxes payable, ~~provided~~if ~~that~~any, ~~such~~and ~~liability~~(y) ~~will~~up ~~not apply~~ to ~~any~~$100,000 ~~claims~~for bydissolution aexpenses, ~~third~~and ~~party~~our orSponsor ~~prospective~~asserts ~~target~~that ~~business~~it ~~who~~is ~~executed~~unable ~~a waiver of any and all rights~~ to ~~the~~satisfy ~~monies~~its ~~held~~indemnification inobligations ~~the Trust Account (whether~~ or ~~not~~that ~~such~~it ~~waiver~~has isno ~~enforceable)~~indemnification ~~nor~~obligations ~~will~~related ~~it apply~~ to ~~any~~a ~~claims~~particular ~~under~~claim, our ~~indemnity~~independent ofdirectors ~~the~~would ~~underwriters~~determine ofwhether ~~the~~to ~~Initial~~take ~~Public~~legal ~~Offering~~action against ~~certain liabilities, including liabilities under the Securities Act. However, we have not asked~~ our Sponsor to ~~reserve~~enforce ~~for~~its ~~such~~ indemnification obligations,. ~~nor~~While ~~have~~ we ~~independently~~currently ~~verified~~expect ~~whether~~that our ~~Sponsor~~independent ~~has~~directors ~~sufficient~~would ~~funds~~take tolegal ~~satisfy~~action ~~its~~on ~~indemnity~~our ~~obligations~~behalf ~~and~~against ~~we believe that~~ our Sponsor’s ~~only~~to ~~assets~~enforce ~~are~~its ~~securities~~indemnification ofobligations ~~our~~to ~~Company. Therefore~~us, weit ~~cannot~~is ~~assure~~possible ~~you~~ that our ~~Sponsor~~independent ~~would~~directors bein ~~able~~exercising totheir ~~satisfy~~business ~~those~~judgment ~~obligations.~~may Aschoose anot ~~result,~~to ifdo ~~any~~so ~~such~~in ~~claims~~any ~~were~~particular ~~successfully~~instance ~~made~~if, ~~against~~for ~~the Trust Account~~example, the ~~funds~~cost ~~available~~of ~~for~~such ~~our~~legal ~~initial~~action ~~Business~~is ~~Combination~~deemed ~~and~~by ~~redemptions~~the ~~could~~independent bedirectors ~~reduced~~ to ~~less~~be ~~than~~too ~~$10.10~~high ~~per~~relative ~~Public~~to ~~Share.~~the Inamount ~~such~~recoverable ~~event,~~or weif ~~may~~the ~~not~~independent bedirectors ~~able~~determine tothat ~~complete~~a ~~our~~favorable ~~initial~~outcome ~~Business~~is ~~Combination,~~not ~~and~~likely. ~~you~~Accordingly, ~~would~~we ~~receive~~cannot ~~such~~assure ~~lesser~~our ~~amount~~Public ~~per~~Shareholders ~~share~~that indue ~~connection~~to ~~with~~claims ~~any redemption~~ of ~~your~~creditors ~~Public~~the ~~Shares.~~actual ~~None~~value of ~~our~~the ~~officers~~per-share orredemption ~~directors~~price will ~~indemnify~~not usbe ~~for~~less ~~claims~~than by$10.10 ~~third~~per ~~parties~~Public ~~including, without limitation, claims by vendors and prospective target businesses~~Share.

InWe ~~the~~seek ~~event~~to ~~that~~reduce the ~~proceeds~~possibility inthat ~~the~~our ~~Trust~~Sponsor ~~Account~~will ~~are~~have ~~reduced~~to ~~below~~indemnify the ~~lesser~~Trust ofAccount ~~(i)~~due ~~$10.10~~to ~~per~~claims ~~Public~~of ~~Share~~creditors ~~and~~by ~~(ii)~~endeavoring ~~the~~to ~~actual~~have ~~amount~~all ~~per~~vendors, ~~Public~~service ~~Share~~providers, ~~held~~prospective intarget ~~the~~businesses ~~Trust~~or ~~Account~~other asentities ofwith ~~the~~which ~~date~~we ofdo ~~the~~business ~~liquidation~~execute ofagreements ~~the~~with ~~Trust~~us ~~Account~~waiving ifany ~~less~~right, ~~than~~title, ~~$10.10~~interest ~~per~~or ~~share~~claim ~~due~~of toany ~~reductions~~kind in ~~the~~or ~~value~~to ofmonies ~~the~~held ~~trust~~in ~~assets,~~the inTrust ~~each~~Account. ~~case~~Our ~~less~~Sponsor ~~(x)~~will ~~taxes~~also ~~payable~~not ~~and~~be ~~(y)~~liable upas to ~~$100,000~~any ~~for~~claims ~~dissolution~~under ~~expenses,~~our ~~and~~indemnity ~~our~~of ~~Sponsor~~the ~~asserts~~Underwriters ~~that~~against itcertain isliabilities, ~~unable~~including toliabilities ~~satisfy~~under ~~its~~the ~~indemnification~~Securities ~~obligations~~Act. orAs ~~that~~of itDecember ~~has~~31, no2025, ~~indemnification~~we ~~obligations~~had ~~related~~access to aup ~~particular~~to ~~claim~~approximately $4,000 ~~our~~from ~~independent~~the ~~directors~~proceeds ~~would~~of ~~determine~~the ~~whether~~Initial toPublic ~~take~~Offering ~~legal~~held ~~action~~outside ~~against~~of ~~our~~the ~~Sponsor~~Trust toAccount ~~enforce~~with ~~its~~which ~~indemnification~~to ~~obligations.~~pay ~~While~~any wesuch ~~currently~~potential ~~expect~~claims ~~that~~(including ~~our~~costs ~~independent~~and ~~directors~~expenses ~~would~~incurred ~~take~~in ~~legal~~connection ~~action~~with on our ~~behalf~~liquidation, ~~against~~currently ~~our~~estimated ~~Sponsor~~ to ~~enforce~~be ~~its~~no ~~indemnification~~more ~~obligations~~than toapproximately us$100,000). itIn isthe ~~possible~~event that ~~our~~we ~~independent~~liquidate ~~directors~~and init ~~exercising~~is ~~their~~subsequently ~~business~~determined ~~judgment~~that ~~may~~the ~~choose~~reserve ~~not~~for toclaims doand soliabilities inis ~~any particular instance. Accordingly~~insufficient, weshareholders ~~cannot~~who ~~assure~~received ~~you~~funds ~~that~~from ~~due~~our toTrust ~~claims~~Account ofcould ~~creditors~~be ~~the~~liable ~~actual~~for ~~value~~claims ofmade ~~the~~by ~~per-share redemption price will not be less than $10~~creditors.~~10 per share.~~

WeIf ~~seek~~we tofile ~~reduce~~a ~~the~~bankruptcy ~~possibility~~or ~~that~~insolvency ~~our~~petition ~~Sponsor~~or ~~will~~an ~~have~~involuntary tobankruptcy ~~indemnify~~or insolvency petition is filed against us that is not dismissed, the ~~Trust~~proceeds ~~Account~~held ~~due~~in tothe ~~claims~~Trust ofAccount ~~creditors~~could bybe ~~endeavoring~~subject to ~~have~~applicable ~~all~~bankruptcy ~~vendors,~~or ~~service~~insolvency ~~providers~~law, ~~prospective~~and ~~target~~may ~~businesses~~be orincluded ~~other~~in ~~entities~~our ~~with~~bankruptcy ~~which~~estate weand dosubject ~~business~~to ~~execute~~the ~~agreements~~claims ~~with~~of usthird ~~waiving~~parties ~~any~~with ~~right,~~priority ~~title,~~over ~~interest~~the orclaims ~~claim~~ of ~~any~~our ~~kind~~shareholders. inTo orthe toextent ~~monies~~any ~~held~~bankruptcy inclaims deplete the Trust Account., ~~Our~~we ~~Sponsor~~cannot ~~will~~assure ~~also~~our ~~not~~Public beShareholders ~~liable~~we aswill be able to ~~any~~return ~~claims~~$10.10 ~~under~~per share to our ~~indemnity~~Public ofShareholders. ~~the~~Additionally, ~~underwriters~~if ofwe ~~the~~file ~~Initial~~a ~~Public~~bankruptcy ~~Offering~~or ~~against~~insolvency ~~certain~~petition ~~liabilities,~~or ~~including~~an ~~liabilities~~involuntary ~~under~~bankruptcy ~~the~~or ~~Securities~~insolvency ~~Act.~~petition Asis offiled ~~December~~against ~~31,~~us ~~2024~~that is not dismissed, weany ~~have~~distributions ~~access~~received toby upshareholders tocould ~~approximately~~be ~~$101,126~~viewed ~~from~~under ~~the~~applicable ~~proceeds~~debtor/creditor ofand/or ~~the~~bankruptcy/insolvency ~~Initial~~laws ~~Public~~as ~~Offering~~either ~~held~~a ~~outside~~“preferential oftransfer” ~~the~~or ~~Trust~~a ~~Account~~“fraudulent ~~with~~conveyance, ~~which~~preference toor ~~pay~~disposition.” ~~any~~As ~~such~~a ~~potential~~result, ~~claims~~a ~~(including~~liquidator ~~costs~~or ~~and~~bankruptcy ~~expenses~~or ~~incurred~~other incourt ~~connection~~could ~~with~~seek to recover some or all amounts received by our ~~liquidation~~shareholders. Furthermore, ~~currently~~our ~~estimated~~Board toof Directors may be noviewed ~~more~~as ~~than~~having ~~approximately~~breached ~~$100,000).~~its Infiduciary ~~the~~duty ~~event~~to ~~that~~us weor ~~liquidate~~our creditors and/or itmay ishave ~~subsequently~~acted ~~determined~~in ~~that~~bad ~~the~~faith, ~~reserve~~and ~~for~~thereby ~~claims~~exposing itself and ~~liabilities~~our isCompany ~~insufficient~~to claims of punitive damages, ~~shareholders~~by ~~who~~paying ~~received~~Public ~~funds~~Shareholders from ~~our~~the Trust Account ~~could~~prior beto ~~liable~~addressing ~~for~~the claims ~~made~~of by creditors. We cannot assure our shareholders that claims will not be brought against us for these reasons.

IfOur wePublic ~~file~~Shareholders aare ~~bankruptcy~~entitled orto ~~winding~~receive upfunds ~~petition~~from orthe anTrust ~~involuntary~~Account ~~bankruptcy~~only or(i) ~~winding~~in upthe ~~petition~~event isof ~~filed~~the ~~against~~redemption usof ~~that~~our isPublic ~~not~~Shares ~~dismissed,~~if ~~the~~we ~~proceeds~~do ~~held~~not incomplete ~~the~~our ~~Trust~~initial ~~Account~~Business ~~could~~Combination bewithin ~~subject~~the toCombination ~~applicable~~Period, ~~bankruptcy~~(ii) orin ~~insolvency~~connection ~~law,~~with ~~and~~a ~~may~~shareholder bevote ~~included~~to inamend our ~~bankruptcy~~Amended ~~estate~~ and ~~subject~~Restated Articles to ~~the~~modify ~~claims~~(x) ofthe ~~third~~substance ~~parties~~or ~~with~~timing ~~priority~~of ~~over~~our ~~the~~obligation ~~claims~~to ofallow ~~our~~redemption ~~shareholders.~~in Toconnection ~~the~~with ~~extent~~our ~~any~~initial ~~bankruptcy~~Business ~~claims~~Combination ~~deplete~~or ~~the~~to ~~Trust~~redeem ~~Account,~~100% weof ~~cannot~~our ~~assure~~Public ~~you~~Shares if we ~~will~~do benot ~~able~~complete toour ~~return~~initial ~~$10.10~~Business ~~per~~Combination ~~share~~within tothe ~~our~~Combination ~~Public~~Period ~~Shareholders.~~or ~~Additionally,~~(y) ifany weother ~~file~~material aprovisions ~~bankruptcy~~relating orto ~~winding~~shareholders’ uprights ~~petition~~ or anpre-initial ~~involuntary~~Business ~~bankruptcy~~Combination activity or ~~winding~~(iii) upif ~~petition~~they isredeem ~~filed~~their ~~against~~respective usPublic ~~that~~Shares isfor ~~not~~cash ~~dismissed,~~upon ~~any~~the ~~distributions~~completion ~~received~~of byour ~~shareholders~~initial ~~could~~Business beCombination, ~~viewed~~subject ~~under~~to applicable ~~debtor/creditor~~law and~~/or~~ ~~bankruptcy~~any orlimitations ~~insolvency~~(including ~~laws~~but asnot ~~either~~limited ato ~~“preferential~~cash ~~transfer”~~requirements) orcreated aby ~~“fraudulent~~the ~~preference,~~terms ~~conveyance~~of orthe ~~disposition”.~~proposed AsBusiness aCombination. ~~result,~~In ano ~~bankruptcy~~other orcircumstances ~~other~~will ~~court~~a ~~could~~Public ~~seek~~Shareholder tohave ~~recover~~any ~~some~~right or ~~all~~interest ~~amounts~~of ~~received~~any bykind ~~our~~to ~~shareholders.~~or ~~Furthermore,~~in ~~our~~the ~~Board~~Trust ofAccount. ~~Directors~~In ~~may~~the beevent ~~viewed~~we asseek ~~having~~shareholder ~~breached~~approval ~~its~~in ~~fiduciary~~connection ~~duty~~with to our ~~creditors~~initial ~~and/or~~Business ~~may~~Combination, ~~have~~a ~~acted~~Public inShareholder’s ~~bad~~voting ~~faith,~~in ~~and~~connection ~~thereby~~with ~~exposing~~the ~~itself~~Business ~~and~~Combination ~~our~~alone ~~Company~~will tonot ~~claims~~result ofin ~~punitive~~a ~~damages, by paying~~ Public ~~Shareholders~~Shareholder’s ~~from~~redeeming ~~the~~its ~~Trust~~Public ~~Account~~Shares ~~prior~~ to ~~addressing~~us ~~the~~for ~~claims~~an ofapplicable ~~creditors.~~pro Werata ~~cannot~~share ~~assure~~of ~~you~~the ~~that~~Trust ~~claims~~Account. ~~will~~Such ~~not~~Public beShareholder ~~brought~~must ~~against~~have usalso ~~for~~exercised ~~these~~its ~~reasons.~~redemption

Our Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend our Amended and Restated Charter to modify the substance or timing of our obligation to redeem 100% of 22

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~~our Public Shares if we do not complete our initial Business Combination within the Combination Period or with respect to any other provisions relating to shareholders’~~ rights or pre-initial Business Combination activity or (iii) if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination. In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with our initial Business Combination, a Public Shareholder’s voting in connection with the Business Combination alone will not result in a Public Shareholder’s redeeming its Public Shares to us for an applicable pro rata share of the Trust Account. Such Public Shareholder must have also exercised its redemption rights described above. These provisions of our Amended and Restated ~~Charter~~Articles, like all provisions of our Amended and Restated ~~Charter~~Articles, may be amended with a shareholder vote.

Competition

In identifying, evaluating and selecting a target business for our initial Business Combination, we encounter competition from other entities having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting Business Combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses is limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our Public Shareholders who exercise or are forced to exercise their redemption rights may reduce the resources available to us for our initial Business Combination and our outstanding Warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.

Employees

We currently have 3 executive officers. These individuals are not obligated to devote any specific number of hours to our matters, but they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of time they devote in any time period varies based on the stage of the Business Combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial Business Combination.

Periodic Reporting and Financial Information

We have registered our Public Units, ~~Class~~Public ~~A Ordinary~~ Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, including this Report, contain financial statements audited and reported on by Withum, our independent registered public ~~accountants~~accountant. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior to the consummation of our initial Business Combination.

We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business, such as Suncrete. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame. We cannot assure ~~you~~our shareholders that any particular target business identified by us as a potential Business Combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business, including Suncrete. While this may limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal control procedures for the fiscal year ~~ended~~ending December 31, ~~2024~~2025 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

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We ~~have~~are ~~filed~~ a ~~Registration~~Cayman ~~Statement~~Islands onexempted ~~Form~~company. ~~8-A~~Exempted ~~with~~companies are Cayman Islands companies conducting business mainly outside the ~~SEC~~Cayman toIslands ~~voluntarily~~and, ~~register~~as ~~our~~such, ~~securities~~are ~~under~~exempted ~~Section~~from 12complying with certain provisions of the ~~Exchange~~Companies Act. As aan ~~result~~exempted company, we ~~are~~have ~~subject~~applied tofor and received a tax exemption undertaking from the ~~rules~~Cayman ~~and~~Islands ~~regulations~~government ~~promulgated~~that, ~~under~~in accordance with Section 6 of the ~~Exchange~~Tax Concessions Act. We(Revised) ~~have~~of nothe ~~current~~Cayman ~~intention~~Islands, for a period of ~~filing~~30 ayears ~~Form~~from 15the date of the undertaking, no law that is enacted in the Cayman Islands imposing any tax to ~~suspend~~be levied on profits, income, gains or appreciations will apply to us or our ~~reporting~~operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our Ordinary Shares, debentures or other obligations ~~under~~or (ii) by way of the ~~Exchange~~withholding ~~Act~~in ~~prior~~whole or ~~subsequent~~in topart ~~the~~of ~~consummation~~a payment of dividend or other distribution of income or capital by us to our ~~initial~~shareholders ~~Business~~or ~~Combination~~a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to continue to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following July 28, 2028, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

~~Additionally,~~We we are also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our Ordinary Shares held by non-affiliates exceeds $250 million as of the prior June 30th, and (ii) our annual revenues exceed $100 million during such completed fiscal year or the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30.

Further, prior to the consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on the appointment or removal of directors. As a result, NYSE considers us to be a “controlled company” within the meaning of NYSE ~~corporate governance standards~~Rules. Under the NYSE ~~corporate governance standards~~Rules, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, ~~you~~our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE ~~corporate governance requirements~~Rules.

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Item 1A.Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, the following isare abrief ~~partial~~descriptions ~~list~~ of material risks, uncertainties and other factors that could have a material effect on us and our operations:

●Risks weRelating ~~are~~to aour ~~blank~~Search ~~check~~for, ~~company~~ and anConsummation ~~early~~of ~~stage company with no revenue~~ or ~~basis~~Inability to ~~evaluate~~Consummate, ~~our ability to select~~ a ~~suitable~~Business ~~business target;~~Combination

● we ~~may~~are ~~not~~a beblank ~~able~~check tocompany ~~select~~with anno ~~appropriate~~operating ~~target~~history ~~business~~and orno ~~businesses~~revenues, and ~~complete~~our shareholders have a limited basis on which to evaluate our ~~initial~~ability ~~Business~~to ~~Combination~~achieve ~~within~~our ~~the~~business ~~Combination~~objective, ~~Period~~which is completing an initial Business Combination;

● we may not be able to complete our ~~expectations~~initial ~~around~~Business Combination, including the ~~performance~~Suncrete ofBusiness aCombination, ~~prospective~~within ~~target~~the ~~business~~Combination orPeriod, ~~businesses~~in ~~may~~which ~~not~~case bewe ~~realized~~would liquidate and redeem our Public Shares;

● we may ~~not~~ be ~~successful~~unable into ~~retaining~~obtain additional financing to complete our initial Business Combination or ~~recruiting~~to ~~required~~fund ~~officers~~the operations and growth of a target business, ~~key~~such ~~employees~~as orSuncrete, ~~directors~~which ~~following~~could ~~our~~compel ~~initial~~us to restructure or abandon a particular Business Combination;

● ~~our~~we ~~officers~~may ~~and~~issue ~~directors~~our ~~may~~Ordinary ~~have~~Shares ~~difficulties~~to ~~allocating~~our ~~their~~shareholders ~~time~~in ~~between~~connection with our ~~Company~~initial ~~and~~Business ~~other~~Combination ~~businesses~~at ~~and~~a ~~may~~price ~~potentially~~that ~~have~~is ~~conflicts~~less ofthan ~~interest~~the ~~with~~prevailing ~~our~~market ~~business~~price orof inour ~~approving~~Ordinary ~~our~~Shares ~~initial~~at ~~Business~~that ~~Combination~~time;

● weour Public Shareholders may not be ~~able~~afforded an opportunity to ~~obtain~~vote ~~additional~~on ~~financing~~our toproposed initial Business Combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination oreven ~~reduce~~though ~~the~~a ~~number~~majority of our Public Shareholders ~~requesting~~do ~~redemption~~not support such a combination;

● weas the number of SPACs evaluating targets increases, attractive targets may ~~issue~~become ~~our~~scarcer ~~Ordinary~~and ~~Shares~~there tomay ~~investors~~be more competition for attractive targets, or such attractive targets may not be interested in ~~connection~~consummating a Business Combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial Business Combination atand acould ~~price~~even ~~that~~result isin ~~less~~our ~~than~~inability ~~the~~to ~~prevailing~~find ~~market~~a ~~price~~target ofor ~~our~~to ~~Ordinary~~consummate ~~Shares~~an atinitial ~~that~~Business ~~time~~Combination;

● ~~our~~if ~~shareholders~~we ~~may~~do not beconsummate ~~given~~ the ~~opportunity~~Suncrete Business Combination, we may attempt to ~~choose~~simultaneously ~~the~~complete ~~initial~~Business ~~business~~Combinations ~~target~~with ormultiple toprospective ~~vote~~targets, onwhich ~~the~~may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

● we may engage one or more of the Underwriters or one of their respective affiliates to provide additional services to us after the Initial Public Offering, which may include acting as mergers and acquisitions advisor in connection with an initial Business Combination or as placement agent in connection with a related financing transaction. The Underwriters are entitled to receive the Deferred Fee that will be released from the Trust Account ~~funds~~only upon completion of an initial Business Combination. These financial incentives may ~~not~~cause bethe ~~protected~~Underwriters ~~against~~to ~~third~~have ~~party~~potential ~~claims~~conflicts orof ~~bankruptcy~~interest in rendering any such additional services to us after the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination;

● an active market for our public securities may not develop and our shareholders will have limited liquidity and trading;

● our financial performance following a Business Combination with an entity may be negatively affected by their lack of an established record of revenue, cash flows and experienced management;

● there may be more competition to find an attractive target for an initial Business Combination, which could increase the costs associated with completing our initial Business Combination and may result in our inability to find a suitable target;

● changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination;

● we may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

● we may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the Initial Public Offering, which may include acting as a financial advisor in connection with an initial Business Combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the Trust Account only upon completion of an initial Business Combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination;

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●

we may attempt to complete our initial Business Combination with a private company about which little information is available, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all;

● ~~since~~resources ~~our~~could ~~Initial~~be ~~Shareholders~~wasted ~~will~~on ~~lose~~researching ~~their~~Business ~~entire~~Combinations ~~investment~~targets inthat usare ~~if our initial Business Combination is~~ not completed, ~~(other~~which ~~than~~could ~~with~~materially ~~respect~~adversely toaffect ~~any~~subsequent ~~Public~~attempts ~~Shares~~to ~~they~~locate ~~may~~and acquire ~~during~~ or ~~after~~merge ~~the~~with ~~Initial~~another ~~Public~~business. ~~Offering),~~If ~~and~~we ~~because~~have ~~our~~not ~~Sponsor,~~completed ~~officers~~our ~~and~~initial ~~directors~~Business ~~may~~Combination ~~profit~~within ~~substantially~~the ~~even~~Combination ~~under~~Period, ~~circumstances in which~~ our Public Shareholders ~~would~~may ~~experience~~receive ~~losses~~only inthe ~~connection~~Redemption ~~with their investment~~Price, aor ~~conflict~~less ofthan ~~interest~~such ~~may~~amount ~~arise~~ in ~~determining~~certain ~~whether~~circumstances, aon ~~particular~~the ~~Business~~liquidation ~~Combination~~of ~~target~~our isTrust ~~appropriate~~Account ~~for~~and our ~~initial~~Warrants ~~Business~~will ~~Combination~~expire worthless;

● ~~the~~recent ~~value~~fluctuations ofin ~~the~~inflation ~~Founder~~and ~~Shares~~interest ~~following~~rates ~~completion~~in ofthe ~~our~~United ~~initial~~States ~~Business~~and ~~Combination~~elsewhere iscould ~~likely~~make toit bemore ~~substantially~~difficult ~~higher than the nominal price paid~~ for ~~them,~~us ~~even~~to ifconsummate ~~the~~an ~~trading~~initial ~~price~~Business ~~of our Public Shares at such time is substantially less than $10.10 per Public Share~~Combination;

● resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the Combination Period, our Public Shareholders may receive only approximately $10.10 per Public Share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless;25

● we may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations, including the Committee on Foreign Investment in the United States. Our Sponsor, a limited liability company formed in the state of Delaware, is not controlled by, and does not have substantial ties with, any non-U.S. persons;

● recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial Business Combination;

● adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects;

● military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination;

● if our initial Business Combination involves a company organized under the laws of a state of the United States, it is possible the Excise Tax will be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination;

● market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a Business Combination;

● we may seek to extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other adverse effects on our Company;

● cyber incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss;

● changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations; and

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● ifchanges wein ~~are~~laws ~~deemed~~or toregulations be(including anthe ~~investment~~adoption ~~company~~of ~~under~~policies ~~the~~by ~~Investment~~governing ~~Company Act~~administrations), weor ~~may~~a befailure ~~required~~ to ~~institute~~comply ~~burdensome~~with ~~compliance~~any ~~requirements~~laws and ~~our~~regulations, ~~activities~~ may beadversely ~~restricted,~~affect ~~which~~our ~~may~~business, ~~make~~including itour ~~difficult~~ability ~~for~~to usnegotiate toand complete our initial Business Combination., and results of operations;

~~Our~~● ~~securities~~in ~~will~~order beto ~~suspended~~effectuate ~~from~~an ~~trading~~initial onBusiness ~~NYSE~~Combination, ~~and~~SPACs ~~delisted~~have, ifin wethe dorecent ~~not~~past, ~~consummate~~amended ~~our~~various ~~initial~~provisions ~~Business~~of ~~Combination~~their bymemorandums ~~July~~and 26articles of association, ~~2027.~~and ~~Any~~other ~~trading~~governing ~~suspension~~instruments. orWe ~~delisting~~cannot ~~could~~assure ~~have~~our ashareholders ~~material~~that ~~adverse~~we ~~effect~~will onnot ~~the~~seek ~~trading~~to ofamend our ~~securities~~Amended and ~~may~~Restated ~~adversely~~Articles ~~affect~~or ~~our~~governing ~~ability~~agreement in a manner that will make it easier for us to ~~consummate~~complete anour initial Business Combination .that our shareholders may not support;

~~Our~~● ~~securities~~changes ~~are~~in ~~currently~~international ~~listed~~trade onpolicies, ~~the~~tariffs ~~NYSE.~~and ~~Pursuant~~treaties toaffecting ~~our~~imports ~~Amended~~ and ~~Restated~~exports ~~Charter,~~may we have ~~until~~a ~~July~~material ~~28,~~adverse ~~2026~~effect toon ~~consummate~~ our ~~initial~~search ~~Business~~for ~~Combination.~~an ~~Under NYSE’s rules, a SPAC’s NYSE-listed securities will be immediately suspended from trading if the SPAC is unable to complete its~~ initial Business Combination ~~within~~target ~~three~~or ~~years of its initial listing. Were we to amend our Amended and Restated Charter to extend~~ the ~~date~~performance ~~by which we are permitted to consummate our initial Business Combination, we would still need to consummate our initial Business Combination on~~ or ~~prior~~business toprospects ~~July~~of ~~26, 2027 in order to avoid~~ a suspension of our securities from trading on and delisting from NYSE. If NYSE were to suspend our securities from trading and delist our securities, our securities could potentially be quoted on an overpost-~~the-counter~~Business ~~market.~~Combination ~~Even if our securities are then quoted on an over-the-counter market, our NYSE suspension and delisting could have significant material adverse consequences, including:~~company;

● ~~making~~adverse ~~our~~developments ~~securities~~affecting ~~appear~~the tofinancial beservices ~~less~~industry, ~~attractive~~including toevents ~~potential~~or ~~target~~concerns ~~companies~~involving ~~than~~liquidity, ~~the~~defaults ~~securities~~or non-performance by financial institutions, could adversely affect our business, financial condition or results of anoperations, ~~exchange~~or ~~listed~~our ~~SPAC~~Business Combination prospects;

● ~~limited~~cyber ~~availability~~incidents ofor ~~market~~attacks ~~quotations~~directed ~~for~~at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss, as well as impact our ~~securities~~ability to consummate an initial Business Combination;

● ~~reduced~~if ~~liquidity~~we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our ~~securities~~initial Business Combination;

● ~~the~~if ~~possibility~~we ~~that~~seek ~~our~~shareholder ~~Class~~approval Aof ~~Ordinary~~our ~~Shares~~initial ~~would~~Business beCombination, ~~deemed~~our ~~“penny~~Sponsor ~~stock,”~~and ~~which~~Management ~~will~~Team ~~require~~have ~~brokers~~agreed ~~trading~~to vote in favor of such initial Business Combination, regardless of how our ~~Class~~Public AShareholders ~~Ordinary~~vote. ~~Shares~~As tosuch, ~~adhere~~under tocertain ~~more~~circumstances, ~~stringent~~we ~~rules~~may ~~and~~not ~~possibly~~need ~~result~~any Public Shares in aaddition ~~reduced~~to ~~level~~Founder ofShares ~~trading~~to ~~activity~~be voted in ~~the~~favor ~~secondary~~of ~~trading~~our ~~market~~initial ~~for~~Business ~~our~~Combination ~~securities~~to approve an initial Business Combination;

● our Public Shareholders’ only opportunity to effect their investment decision regarding a potential Business Combination may be limited ~~news~~to ~~and~~the ~~analyst~~exercise ~~coverage;~~of ~~and~~their right to redeem their Public Shares from us for cash;

● ~~decreased~~the ability of our Public Shareholders to ~~issue~~redeem ~~additional~~their ~~securities~~Public orShares ~~obtain~~for ~~additional~~cash ~~financing~~may inmake ~~the~~our ~~future.~~financial condition unattractive to potential Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target;

In● ~~addition,~~the ifability of our ~~securities~~Public ~~are~~Shareholders ~~delisted~~to ~~from~~exercise ~~NYSE,~~redemption ~~trading~~rights inwith ~~our~~respect ~~securities,~~to ~~and~~a ~~offers~~large ~~and~~number ~~sales~~ of our ~~securities~~Ordinary byShares ~~us,~~and the payment of the Deferred Fee may benot ~~subject~~allow us to ~~state~~complete ~~securities~~the ~~regulation~~most desirable Business Combination or optimize our capital structure, and ~~additional~~may ~~compliance~~materially ~~costs.~~dilute Public Shareholders’ investment in us;

~~There~~● isthe ~~substantial~~ability ~~doubt~~of ~~about~~ our ~~ability~~Public Shareholders to ~~continue~~exercise asredemption rights with respect to a ~~“going~~large ~~concern.”~~number of our Ordinary Shares could increase the probability that our initial Business Combination would be unsuccessful and that our Public Shareholders would have to wait for liquidation in order to redeem their Public Shares;

In● ~~connection~~the ~~with~~requirement ~~our~~that ~~assessment~~we ofcomplete ~~going~~our ~~concern~~initial ~~considerations~~Business ~~under~~Combination ~~applicable~~within ~~accounting~~the ~~standards,~~Combination ~~Management~~Period ~~has~~may ~~determined~~give ~~that~~potential ~~our~~target ~~possible~~businesses ~~need~~leverage ~~for~~over ~~additional financing to enable~~ us ~~negotiate~~in ~~and~~negotiating ~~complete~~a ~~our initial~~ Business Combination, asand ~~well~~may aslimit the ~~deadline~~time bywe have in which weto ~~may~~conduct bedue ~~required~~diligence toon ~~liquidate~~potential ~~our~~Business ~~Trust~~Combination ~~Account~~targets, ~~raise~~in ~~substantial~~particular ~~doubt~~as ~~about~~we ~~our~~approach ~~ability~~the toend ~~continue~~of asthe aCombination ~~going~~Period, ~~concern~~which ~~through~~could ~~approximately~~undermine ~~one~~our ~~year~~ability ~~from~~to ~~the~~complete ~~date~~our ~~the~~initial ~~financial~~Business ~~statements~~Combination ~~included~~on ~~elsewhere~~terms inthat ~~this~~would ~~Report~~produce ~~were~~value ~~issued.~~for our shareholders;

~~The~~● ~~share~~we ~~price~~may ofdecide ~~the~~not ~~post-Business~~to ~~Combination~~extend ~~company~~the ~~may~~Combination bePeriod, ~~less~~in ~~than~~which ~~the~~case ~~Redemption~~we ~~Price~~would ~~(as~~liquidate ~~defined~~and ~~below)~~redeem of our Public Shares., and the Warrants would be worthless;

Each Unit sold in our Initial Public Offering at an offering price of $10.00 per Unit consisted of one Public Share and one-half of one Public Warrant. Of the proceeds we received from the Initial Public Offering and the Private Placement, $232,300,000 was placed in our Trust Account. We will provide our Public Shareholders the opportunity to redeem all or a portion of their Public Shares in connection with the completion of our initial Business Combination, and potentially upon the occurrence of certain other events prior to our initial Business Combination. We expect that the pro rata redemption price in any redemption will be approximately $10.10 per Public Share (the “Redemption Price”), representing a pro rata portion of our Trust Account without taking into account any interest or other income earned on such funds (less any withdrawals from such interest or income for taxes paid), although the Redemption Price may be less in certain circumstances. As a result, Public Shareholders who own our Public Shares on a redemption date can anticipate receiving the Redemption Price in connection with a redemption for each Public Share that they choose to redeem.26

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~~There~~● ~~can~~if bewe noseek ~~assurance~~shareholder ~~that,~~approval ~~after~~of our initial Business Combination, our ~~Public~~Sponsor, ~~Shareholders~~directors, ~~would be able to sell their shares in the post-Business Combination company for the Redemption Price~~officers, oradvisors ~~any higher price. We have not as yet identified a target~~ and ~~are~~their ~~therefore~~respective ~~unable~~affiliates tomay ~~provide~~elect ~~any assurances as~~ to ~~its~~purchase ~~financial~~Public ~~condition,~~Shares ~~business prospects~~ or ~~potential~~Public ~~risks.~~Warrants Itfrom isPublic ~~therefore~~Shareholders, ~~possible~~which ~~that the share price of the post-Business Combination company~~ may ~~decline~~influence ~~below the Redemption Price. In recent years, the share prices of many post-Business Combination companies have fallen following~~ a ~~Business~~vote ~~Combination.~~on As a ~~result,~~proposed ~~if our Public Shareholders continue to hold shares in the post-~~Business Combination ~~company~~and ~~following~~reduce ~~our initial Business Combination, we cannot assure that~~ the ~~trading~~public ~~price~~“float” of ~~such~~our ~~shares~~Public ~~will~~Shares beor ~~greater~~Public ~~than the Redemption Price.~~Warrants;

~~For~~● ~~additional~~if ~~risks~~a ~~relating~~Public toShareholder ~~our~~fails ~~operations,~~to ~~other~~receive ~~than~~notice asof ~~set~~our ~~forth~~offer ~~above,~~to ~~see~~redeem ~~the~~their ~~section~~Public ~~titled~~Shares ~~“Risk Factors” contained~~ in ~~our~~connection ~~(i) IPO Registration Statement; (ii) Quarterly Report on Form 10-Q for the quarterly period ended September 31, 2023, as filed~~ with ~~the SEC on November 9, 2023); and (iii) 2023 Annual Report. Any of these factors could result in a significant or material adverse effect on~~ our ~~results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an~~ initial Business Combination., Weor ~~may~~fails ~~disclose changes~~ to ~~such~~comply ~~risk~~with ~~factors~~the orprocedures ~~disclose~~for ~~additional~~submitting ~~risk~~or ~~factors~~tendering ~~from~~their ~~time~~Public toShares, ~~time~~such inPublic ~~our~~Shares ~~future~~may ~~filings~~not ~~with~~be ~~the SEC.~~redeemed;

●

our Public Shareholders will not be entitled to protections normally afforded to our shareholders of other blank check companies subject to Rule 419 of the Securities Act;

●

if we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of our Class A Ordinary Shares, they may lose the ability to redeem all such Public Shares in excess of 15% of our Class A Ordinary Shares;

●

because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination. If we are unable to complete our initial Business Combination, our Public Shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will expire worthless;

●

if the net proceeds of the Initial Public Offering and Private Placement not being held in the Trust Account are insufficient to allow us to operate for at least the duration of the Combination Period, it could limit the amount available to fund our search for a target business or businesses and complete our initial Business Combination, and we will depend on loans from our Sponsor or Management Team to fund our search and to complete our initial Business Combination;

●

our Sponsor controls the appointment of our Board of Directors until consummation of our initial Business Combination and holds a substantial interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial Business Combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that our Public Shareholders do not support;

●

because we are neither limited to evaluating a target business in a particular industry sector, if the Suncrete Business Combination is not consummated, our shareholders may be unable to ascertain the merits or risks of any particular target business’ operations;

●

we may seek Business Combination opportunities in industries or sectors that may be outside of our Management’s areas of expertise;

●

although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, if the Suncrete Business Combination is not consummated, we may enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines;

●

we are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, our shareholders may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view;

●

we may issue additional Class A Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue Class A Ordinary Shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks;

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●

unlike some other similarly structured SPACs, our Sponsor, officers and directors will receive additional Class A Ordinary Shares if we issue certain shares to consummate an initial Business Combination;

●

we may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders, which may raise potential conflicts of interest;

●

we may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us;

●

we may only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the Private Placement, which will cause us to be solely dependent on a single business, and which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability;

●

we do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial Business Combination when a substantial majority of our Public Shareholders do not agree;

●

the provisions of our Amended and Restated Articles that relate to our pre-Business Combination activity (and corresponding provisions governing the release of funds from our Trust Account) may be amended with a Special Resolution of our shareholders, which is a lower amendment threshold than that of some other SPACs. It may be easier for us, therefore, to amend the Amended and Restated Articles to facilitate the completion of an initial Business Combination that some of our Public Shareholders may not support;

●

because we must furnish our shareholders with financial statements of our Business Combination target, we may lose the ability to complete an otherwise advantageous initial Business Combination with some prospective target businesses;

●

compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial and management resources, and increase the time and costs of completing an initial Business Combination;

●

if our initial Business Combination, such as the Suncrete Business Combination, involves a company organized under the laws of a state of the United States (or any subdivision thereof), the Excise Tax could be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination;

●

there is substantial doubt about our ability to continue as a “going concern”;

Risks Relating to the Post-Business Combination Company

●

the share price of the post-Business Combination company may be less than the Redemption Price of our Public Shares;

●

the officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The loss of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business;

●

subsequent to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause our shareholders to lose some or all of their investment;

●

our Management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business;

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●

we may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company;

●

our initial Business Combination and our structure thereafter may not be tax-efficient to our shareholders and Warrant holders. As a result of our Business Combination, our tax obligations may be more complex, burdensome and/or uncertain;

Risks Relating to Acquiring or Operating a Business in Foreign Countries

●

we may not be able to complete an initial Business Combination because such initial Business Combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States, or may be ultimately prohibited;

●

if we effect our initial Business Combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us;

●

we may reincorporate in, or transfer by way of continuation to, another jurisdiction, which may result in taxes imposed on our shareholders or Warrant holders;

●

we may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial Business Combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights;

●

we are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance;

●

if our Management following our initial Business Combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues;

●

exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished;

●

if we do not complete the Suncrete Business Combination, after our initial Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate;

Risks Relating to our Management Team

●

our officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business Combination;

●

changes in the market for directors’ and officers’ liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination;

●

we may not have sufficient funds to satisfy indemnification claims of our directors and officers;

●

past performance by our Management Team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in our Company;

●

we are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial Business Combination, could adversely affect our ability to operate;

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●

our ability to successfully effect our initial Business Combination and to be successful thereafter is dependent upon the efforts of our key personnel, some of whom may join us following our initial Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business;

●

the ownership interest of our Sponsor may change, and our Sponsor may divest its ownership interest in us before identifying a Business Combination, which could deprive us of key personnel and advisors;

●

our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination, and a particular Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether a particular Business Combination is the most advantageous;

●

our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented;

●

members of our Management Team and Board of Directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to consummate an initial Business Combination;

Risks Relating to our Securities and Shareholder Rights

●

our Public Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their Public Shares;

●

if third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by Public Shareholders may be less than the Redemption Price;

●

our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Shareholders;

●

if, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our Public Shareholders in connection with our liquidation may be reduced;

●

if, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a liquidator or a bankruptcy, insolvency or other court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties to us or our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages;

●

an active market for our public securities may not continue, which would adversely affect the liquidity and price of our securities, and our shareholders may have limited liquidity and trading;

●

since our Sponsor, directors and officers and any other holder of our Founder Shares will lose their entire investment in us if our initial Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public Offering), and because our Sponsor, officers and directors and any other holder of our Founder Shares may profit substantially even under circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination;

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●

the value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Public Shares at such time is substantially less than the Redemption Price;

●

NYSE may delist our securities from trading on its exchange, which could limit our shareholders’ ability to make transactions in our securities and subject us to additional trading restrictions;

●

our Public Shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate their investment, they may be forced to sell their Public Shares or Public Warrants, potentially at a loss;

●

our Sponsor paid an aggregate of $25,000, or approximately $0.004 per Founder Share and, accordingly, our Public Shareholders experience immediate and substantial dilution from the purchase of our Class A Ordinary Shares;

●

the nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of the Public Shares upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our Ordinary Shares to materially decline;

●

because we are incorporated under the laws of the Cayman Islands, our shareholders may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. Federal courts may be limited;

●

after our initial Business Combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, shareholders may not be able to enforce federal securities laws or their other legal rights;

●

provisions in our Amended and Restated Articles may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A Ordinary Shares and could entrench Management;

●

our Amended and Restated Articles provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees;

●

whether a redemption of Public Shares will be treated as a sale of such Class A Ordinary Shares for U.S. federal income tax purposes will depend on a shareholder’s specific facts;

●

we may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of the Public Warrants could be increased, the exercise period could be shortened and the number of Class A Ordinary Shares purchasable upon exercise of a Public Warrant could be decreased, all without shareholder approval;

●

the Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company;

●

our Warrants may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effectuate our initial Business Combination;

●

because each Unit contains one-half of one Warrant and only a whole Warrant may be exercised, the Units may be worth less than units of other SPACs;

●

Warrant holders will not be permitted to exercise their Warrants unless we register and qualify the underlying Class A Ordinary Shares or certain exemptions are available;

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●

holders may only be able to exercise Public Warrants on a “cashless basis” under certain circumstances, and if they do so, they will receive fewer Class A Ordinary Shares from such exercise than if they were to exercise such Public Warrants for cash;

●

holders of Class A Ordinary Shares are not entitled to vote on continuing our Company in a jurisdiction outside of the Cayman Islands;

●

the grant of registration rights to our Sponsor and other holders of our Private Placement Units (and their underlying securities) may make it more difficult to complete our initial Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A Ordinary Shares;

●

we may be a passive foreign investment company, which could result in adverse United States federal income tax consequences to our U.S. shareholders; and

●

we are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

For more detailed descriptions of these and other risk relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2024 Annual Report and 2023 Annual Report, (iii) 2023 Third Quarter Form 10-Q and 2025 Second Quarter Form 10-Q and (iv) Definitive Proxy Statement as filed with the SEC on July 1, 2025. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

We may seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.

We may seek Business Combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the Business Combination may not be as successful as we anticipate. To the extent we complete our initial Business Combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our Management Team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our Business Combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.

Our search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected by current global geopolitical conditions and armed conflicts in the Ukraine and Russia and in the Middle East between United States, Israel and Iran and others, as well as by other events that are outside of our control.

Our ability to find a potential target business and the business of any company with which we may consummate a Business Combination could be materially and adversely affected by events that are outside of our control. For example, United States and global markets have experienced and may continue to experience volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and others. Recent hostilities between the United States, Israel and Iran and others have caused significant disruption in the normal flow of oil, refined petroleum products and related commodities, with consequent price rises and associated economic volatility. In response to such conflicts, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions

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against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in locations related to the conflicts, including but not limited to Iran, and there have been retaliatory military responses, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical turmoil are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Similarly, other events outside of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19 pandemic) may arise from time to time, and any such events may cause significant volatility and declines in the global markets and have disproportionate impacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply chain), and may adversely affect the global economy or capital markets.

Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination and any target business with which we may ultimately consummate an initial Business Combination.

The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time, if geopolitical tensions result in expanded military operations on a global scale or if there are disruptions in the supply of oil or other commodities.

Any such disruptions may also have the effect of heightening many of the other risks described in this Item. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial Business Combination, or the operations of a target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity or debt financing, which may be impacted by these and other events, including as a result of increased market volatility or decreased availability of third-party financing on acceptable terms or at all.

Military or other conflicts in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.

Military or other conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination on acceptable commercial terms, or at all.

If we are unable to consummate our initial Business Combination within the Combination Period, our Public Shareholders may be forced to wait beyond July 28, 2026, before redemption from our Trust Account.

If we are unable to consummate our initial Business Combination within the Combination Period, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less income taxes, if any, payable and up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our Public Shares, as further described herein. Any redemption of Public Shareholders from the Trust Account will be effected automatically by function of our Amended and Restated Articles prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein,

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pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, our Public Shareholders may be forced to wait beyond the end of the Combination Period before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to our Public Shareholders prior to the date of our redemption or liquidation unless we consummate our initial Business Combination prior thereto and only then in cases where our Public Shareholders have sought to redeem their Public Shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete our initial Business Combination.

Since only holders of our Class B Ordinary Shares have the right to vote on the appointment of directors, NYSE considers us to be a “controlled company” within the meaning of the NYSE Rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

Prior to the consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on the appointment of directors. As a result, NYSE considers us to be a “controlled company” within the meaning of NYSE corporate governance standards. Under NYSE corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

●

we have a Board that includes a majority of “independent directors,” as defined under the NYSE Rules; and

●

we have the Compensation Committee, which is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

Members of our Management Team and affiliated companies may in the future be involved in civil disputes or governmental investigations unrelated to our business.

Members of our Management Team have been involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result, members of our Management Team and affiliated companies may in the future be involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial Business Combination and may have an adverse effect on the price of our securities.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of an initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the interest earned on the funds held in the Trust Account may be materially reduced, which would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of our Company.

The funds to be held in the Trust Account have been held only in U.S. government treasury obligations with a maturity of 185 days or less, in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act and in cash or cash like items (including demand deposit accounts) at a bank. U.S. government treasury obligations are considered “securities” for purposes of the Investment Company Act, while cash is not. Ine of the factors the SEC identified as relevant to the determination of whether a SPAC which holds securities could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s duration. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of our initial

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Business Combination or our liquidation. Following such liquidation, we will likely receive less interest on the funds held in the Trust Account than we would earn if the Trust Account remained invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our income taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit at a bank could reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of our Company as compared to what they would have received had the investments not been so liquidated.

Notwithstanding the above, we may still be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. As disclosed above, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in an interest bearing demand deposit account or as cash or cash items at a bank, which could further reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of our Company as compared to what they would have received had the investments not been so liquidated. Were we to liquidate the Company, our Warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the target company with which we could have consummated an initial Business Combination. In addition, upon moving the funds from the Trust Account to a deposit account, we will maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). While we intend to place our deposits in high-quality banks, only a small portion of the funds in our Trust Account will be guaranteed by the FDIC.

The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in Trust Account such that the Redemption Price received by our Public Shareholders may be less than $11.41 per Public Share (as of December 31, 2025).

The proceeds held in the Trust Account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain amendments to our Amended and Restated Articles, our Public Shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income (less income taxes payable, if any, and up to $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in Trust Account such that the Redemption Price received by our Public Shareholders may be less than $11.41 per Public Share (as of December 31, 2025).

A provision of our Warrant Agreement may make it more difficult for us to consummate an initial Business Combination.

If (i) we issue additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per Class A Ordinary Share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination, and (iii) the Market Value of our Class A Ordinary Shares is below $9.20 per share, then the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

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We may seek to further extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other adverse effects on our Company.

We may seek to further extend the Combination Period. Such an extension would require the approval of our Public Stockholders, who will be provided the opportunity to redeem all or a portion their Public Shares. Such redemptions will likely have a material adverse effect on the amount held in our Trust Account, our capitalization, principal stockholders and other impacts on our Company or Management Team, such as our ability to maintain our listing on NYSE.

For risks related to Suncrete and the Suncrete Business Combination, please see the Suncrete Registration Statement.

Item 1B.Unresolved Staff Comments.

Not applicable.

Item 1C.Cybersecurity.

Although, as a blank check company, we do not have any operations, we are nonetheless subject to the risk of cybersecurity incidents. Among other things, the investments in our Trust Account and bank deposits may be vulnerable to such incidents, and we may depend on the digital technologies of third parties. We and third parties may be subject to cybersecurity attacks or security breaches. To the extent that we rely on the technologies of third parties, we depend upon the personnel and the processes of such third parties to protect against cybersecurity incidents, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, our Management Team will report to the Board of Directors and provide updates on the Management Team’s incident response plan for addressing and mitigating any risks associated with such an incident. As an early -stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our Initial Public Offering. In addition to our own cybersecurity risks, any proposed Business Combination target, such as Suncrete may have been subject to, or may in the future be subject to, cybersecurity incidents.

Item 2.Properties.

Our executive offices are located at ~~501~~324 ~~Madison~~Royal ~~Avenue~~Palm Way, ~~Floor~~Suite 5300-I, ~~New~~Palm ~~York~~Beach, NYFlorida ~~10022~~33480, and our telephone number is (~~212~~929) ~~616~~280-~~9600~~1912. The cost for our use of this space is included in the $20,000 per month fee we pay to an affiliate of our Vice President for ~~office~~secretarial ~~space,~~and administrative ~~and~~support ~~shared~~services ~~personnel~~and ~~support~~other services, pursuant to the Administrative Services Agreement. We consider our current office space adequate for our current operations.

Item 3.Legal Proceedings.

To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our subsidiaries any of our officers or directors in their capacity as such or against any of our property.

Item 4.Mine Safety Disclosures.

Not applicable.

1936

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PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

(a)

Market Information

Our Public Units, Public Shares and Public Warrants are each traded on NYSE under the symbols “HYAC.U,” “HYAC” and “HYAC.WS,” respectively. Our Public Units commenced public trading on July 26, 2023, and our Public Shares and Public Warrants commenced separate public trading on September 15, 2023.

(b)Holders

On March 1430, ~~2025~~2026, there were two holders of record of our Units, ~~one~~three ~~holder~~holders of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares, and one holder of record of our Warrants.

(c)Dividends

We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d)Securities Authorized for Issuance Under Equity Compensation Plans

None.

(e)Performance Graph

As a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e).

(f)Recent Sales of Unregistered Securities

~~Simultaneously~~There were no sales of unregistered securities during the fiscal year covered by this Report. However, simultaneously with the closing of the Initial Public Offering, pursuant to the Private Placement Unit ~~Subscription~~Purchase Agreement, we completed the ~~private~~ sale of ~~an aggregate of~~ 797,600 Private Placement Units to the Sponsor, ~~including 30,000 Private Placement Units issued in connection with the full exercise of the Over-Allotment Option, at a purchase price of $10.00 per Private Placement Unit,~~ generating gross proceeds to us of $7,976,000. The Private Placement Units (and underlying securities) are identical to the Public Units ~~sold~~(and inunderlying ~~the Initial Public Offering~~securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

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(g)Use of Proceeds from the Initial Public Offering

There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the fiscal year covered by this Report. For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the SEC on September 8, 2023. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

(h)Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~None~~There were no purchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report. On July 24, 2025, we held the 2025 AGM at which our shareholders approved, among other things, the 2025 Extension Amendment Proposal. In connection with the vote to approve the 2025 Extension Amendment Proposal, Public Shareholders holding 372,101 Public Shares exercised their right to redeem such Public Shares for cash at a redemption price of approximately $11.12 per Public Share, for an aggregate redemption amount of approximately $4,136,911 in the 2025 Redemptions.

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Item 6.[Reserved]

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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, ~~business~~possible ~~strategy~~Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. ~~Such~~We have based these forward-looking statements ~~are~~on ~~based~~our onManagement’s ~~the~~current ~~beliefs~~expectations ofand ~~our~~projections ~~Management~~about future events, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes tothereto ~~the~~included ~~financial statements contained~~ elsewhere in this Report.

Overview

We are a blank check company incorporated in the Cayman Islands on March 7, 2023, ~~formed~~ for the purpose of ~~entering~~effecting ~~into~~ a Business Combination ~~with one or more businesses~~. ToOur ~~date,~~Sponsor ~~our~~is ~~efforts~~Haymaker ~~have~~Sponsor ~~been~~IV ~~limited to organizational activities, activities related to our Initial Public Offering, and , since the closing of our Initial Public Offering, searching for a Business Combination target~~LLC. We have not selected any Business Combination target. We are focusing our search for an initial Business Combination with a business in the consumer and consumer-related products and services industries.

We ~~must~~are ~~complete~~an ~~our~~early ~~initial~~stage ~~Business~~and ~~Combination~~emerging bygrowth ~~July~~company 28and, ~~2025,~~as ~~the end of our Combination Period~~such, ~~which is 24 months from the closing of our Initial Public Offering. If our initial Business Combination is not consummated by the end of the Combination Period, then~~ we ~~will~~are ~~distribute~~subject ~~all amounts in the Trust Account~~ to ~~our~~all ~~Public Shareholders (net~~ of ~~taxes paid or payable and up to $100,000 to pay dissolution expenses). We may, however, seek to extend~~ the ~~Combination~~risks ~~Period~~associated ~~consistent~~ with ~~applicable~~early ~~laws,~~stage ~~regulations~~ and ~~stock~~emerging ~~exchange~~growth ~~rules~~companies. ~~Such~~We anexpect ~~extension~~to ~~would~~continue ~~require the approval of our Public Shareholders, who will be provided the opportunity~~ to ~~redeem~~incur ~~all~~significant orcosts ~~a portion of their Public Shares~~ in ~~connection with~~ the ~~vote~~pursuit onof ~~such approval. Such redemptions will decrease the amount held in~~ our ~~Trust~~acquisition ~~Account~~plans. ~~and~~There ~~our~~can ~~capitalization,~~be ~~and~~no ~~may~~assurance ~~affect~~that our ~~ability~~plans to ~~maintain our listing on NYSE. In addition NYSE’s rules currently require SPACs (such as us) to~~ complete ~~our~~a ~~initial~~ Business Combination, inincluding ~~accordance with~~ the ~~NYSE~~Suncrete ~~Three~~Business ~~Year Requirement. If we do not meet the NYSE Three Year Requirement~~Combination, ~~our securities~~ will ~~likely~~ be ~~subject to a suspension of trading and delisting from NYSE~~successful. ~~Our Sponsor may also, in its discretion, explore transactions under which it would sell its interest in our Company to another sponsor entity, which may result in a change to our Management Team.~~

~~The~~Our ~~SEC~~IPO ~~has~~Registration ~~adopted~~Statement ~~the 2024 SPAC Rules, which~~ became effective on July 125, ~~2024~~2023. ~~The~~On ~~2024~~July ~~SPAC Rules require~~28, ~~among other matters~~2023, ~~(i)~~we ~~additional~~consummated ~~disclosures~~our ~~relating~~Initial toPublic ~~SPAC~~Offering ~~Business~~of ~~Combination~~23,000,000 ~~transactions;~~Public ~~(ii)~~Units, ~~additional~~including ~~disclosures~~3,000,000 ~~relating~~Option toUnits ~~dilution~~issued ~~and~~pursuant to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (iv) the ~~requirement~~full ~~that~~exercise ~~both~~of the ~~SPAC and its target company be co~~Over-~~registrants~~Allotment ~~for Business Combination registration statements~~Option. InEach ~~addition,~~Public ~~the~~Unit ~~SEC’s~~consists ~~adopting~~of ~~release~~one ~~provided~~Public ~~guidance~~Share ~~describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose,~~ and ~~the~~one-half ~~activities~~ of ~~the~~one ~~SPAC~~Public ~~and its management team in furtherance of such goals~~Warrant. The ~~2024~~Public ~~SPAC~~Units ~~Rules~~were ~~may~~sold ~~materially~~at ~~affect~~a ~~our~~price ~~ability~~of to$10.00 ~~negotiate~~per ~~and~~Public ~~complete~~Unit, ~~our~~generating ~~initial~~gross ~~Business~~proceeds ~~Combination~~to ~~and~~us ~~may~~of ~~increase the costs and time related thereto~~$230,000,000.

~~Results~~Simultaneously with the closing of ~~Operations~~the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 797,600 Private Placement Units to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $7,976,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.

WeFollowing ~~have~~the ~~neither~~closing ~~engaged~~of the Initial Public Offering and Private Placement, an amount of $ $232,300,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in ~~any~~the ~~operations~~Trust ~~nor~~Account ~~generated~~located ~~any~~in ~~revenues~~the toUnited ~~date~~States with Continental acting as trustee. ~~Our~~Pursuant ~~only~~to ~~activities~~the ~~for~~Trust Agreement, the ~~period~~Trust ~~from~~Account ~~March~~may 7,be ~~2023~~invested only (~~inception~~i) ~~through~~in ~~December~~U.S. ~~31,~~government ~~2024~~securities, ~~were~~within ~~organizational~~the ~~activities~~meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, ~~those~~(ii) ~~necessary~~in toany ~~prepare~~open-ended ~~for~~investment ~~our~~company ~~Initial~~that ~~Public~~holds ~~Offering~~itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and ~~subsequent~~(d)(4) toof Rule 2a-7 of the ~~Initial~~Investment ~~Public~~Company ~~Offering~~Act, ~~identifying~~or a(iii) ~~target~~as ~~company~~cash ~~for~~or acash ~~Business~~items ~~Combination.~~(including Wein dodemand ~~not~~deposit ~~expect~~accounts) toat ~~generate~~a ~~any~~bank ~~operating~~as ~~revenues~~determined by us, until ~~after~~the earlier of: (x) the completion of ~~our~~the ~~initial~~ Business Combination. Weand ~~generate~~(y) ~~non-operating~~the ~~income~~distribution inof the ~~form~~Trust Account, as described below.

21We have until July 28, 2026 (36 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and

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ofliquidate, ~~interest~~subject, ~~income~~in oneach ~~investments~~case, ~~held~~to in our ~~Trust~~obligations ~~Account~~under ~~after~~Cayman ~~the~~Islands ~~Initial~~law ~~Public~~to ~~Offering.~~provide Wefor ~~incur~~claims ~~expenses as a result~~ of ~~being~~creditors ~~a public company (for legal, financial reporting, accounting~~ and ~~auditing~~the ~~compliance),~~requirements asof ~~well~~other asapplicable ~~for due diligence expenses~~law.

Recent Developments

In connection with the Suncrete Business Combination, our Company and PubCo previously entered into subscription agreements with certain accredited investors and qualified institutional buyers (collectively, the “PIPE Investors”) for an aggregate commitment amount of approximately $82.5 million in shares of PubCo Class A Common Stock and, in certain circumstances, Pre-Funded Common Stock Purchase Warrants to purchase PubCo Class A Common Stock (such investment, the “PIPE Investment”). On January 30, 2026, we entered into subscription agreements with Pubco and certain additional investors for an additional commitment amount of $23 million. The foregoing description of the PIPE investment and the PIPE subscription agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of PIPE subscription agreement.

On February 1, 2026, Steven J. Heyer, who served as our President and as a member of our Board of Directors since March 2023, was removed from his position as our President and as a member of our Board of Directors with immediate effect. Mr. Heyer’s departure was not related to any disagreement with us on any matter related to our operations, policies or practices.

On March 24, 2026, we entered into Non-Redemption Agreements (each, a “Non-Redemption Agreement”) with Suncrete and certain investors (collectively, the “Investors”), pursuant to which, among other things, the Investors agreed to acquire an aggregate of 4,442,085 Public Shares from Public Shareholders, either in the open market or through privately negotiated transactions, at a price no higher than the redemption price per share payable to Public Shareholders who exercise redemption rights with respect to their Public Shares, prior to the closing date of the Suncrete Business Combination, to waive their redemption rights and hold the Public Shares through the closing date of the Suncrete Business Combination, and to abstain from voting and not vote the Public Shares in favor of or against the Business Combination. Suncrete intends to pay to the Public Shareholders that sell Public Shares in connection with the Non-Redemption Agreements an amount equal to the difference between the actual redemption price for the Public Shares and the price at which such sellers sell the Public Shares to the Investors. As a result of the Non-Redemption Agreements and after giving effect to the aggregate fees that Suncrete has agreed to pay the Investors, the Company is expected to receive net proceeds of approximately $10.75 per non-redeemed Public Share. We may enter into additional Non-Redemption Agreements on similar terms. Assuming that the Investors acquire all of the Public Shares they have agreed to purchase and that the previously announced PIPE investment is consummated for aggregate proceeds of $105.5 million, the parties anticipate that the Minimum Cash Condition (as defined in the Subcrete BCA) will be satisfied upon consummation of the Suncrete Business Combination.

On March 26, 2026, we entered into a Securities Exchange Agreement (the “Exchange Agreement”) with holders of Suncrete’s Senior Preferred Units (the “Senior Preferred Units”), pursuant to which Pubco 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”). The Exchange will occur automatically immediately prior to the closing of the Acquisition Merger (as defined in the Suncrete Business Combination Agreement), 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. The obligations of each of the parties to consummate the Exchange is subject to condition that as of the closing of the Exchange, the Available Cash (as defined in the Suncrete Business Combination Agreement) is less than $250.0 million.

On March 27, 2026, our Company and Pubco entered into a subscription agreement (the “New Subscription Agreement”) with an additional PIPE Investor for a commitment amount of $61.6 million, bringing the aggregate total subscription amount of the PIPE Investment to $167.1 million. Our Company and Pubco have also agreed to afford the existing PIPE Investors the benefit of the additional rights set forth in the New Subscription Agreement. The securities issuable in connection with the PIPE Investment will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Extension of Our Combination Period

We initially had until July 28, 2025, 24 months from the closing of the Initial Public Offering, to consummate our initial Business Combination.

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372,101 Public Shares exercised their right to redeem such Public Shares for cash at a redemption price of approximately $11.12 per Public Share, for an aggregate redemption amount of approximately $4,136,911 in the 2025 Redemptions.

Suncrete Business Combination

On October 9, 2025, Haymaker, Pubco, the Merger Subs and Suncrete entered into the Suncrete BCA.

For a full description of the Suncrete Business Combination Agreement and the proposed Suncrete Business Combination, please see Item 1. “Business” and the Suncrete Registration Statement.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since March 7, 2023 (inception) through December 31, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination and (z) consummating the Suncrete Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the year ended December 31, 2025, we had a net loss of $1,469,806, which consisted of interest earned on investments held in our Trust Account of $10,367,205, offset by initial loss on PIPE Subscription Agreement liability of $7,177,500, change in fair value of PIPE Subscription Agreement liability of $1,897,500 and general and administrative expenses of $2,762,011.

For the year ended December 31, 2024, we had a net income of $11,323,538, which consisted of interest earned on investments held in our Trust Account of $12,263,797, offset by general and administrative expenses of $940,259.

For the period from March 7, 2023 (inception) through December 31, 2023, we had a net income of $4,701,033, which consisted of interest earned on investments held in our Trust Account of $5,196,857, offset by general and administrative expenses of $495,824.

Factors That May Adversely Affect our Results of Operations

Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Liquidity, Capital Resources and Going Concern

~~For~~Following the ~~year~~Initial ~~ended~~Public ~~December 31~~Offering, ~~2024,~~including ~~net~~the ~~cash~~full ~~used~~exercise inof ~~operating~~the ~~activities~~Over-Allotment ~~was $419~~Option,~~849.~~ Weand ~~had~~the aPrivate ~~net~~Placement, ~~income~~a total of $11232,~~323~~300,~~538,~~000 ~~which~~ was ~~affected~~placed byin ~~interest~~the Trust Account. We incurred fees of $1213,~~263~~424,~~797~~812 ~~earned~~in onthe ~~investments~~Initial ~~held~~Public inOffering, ~~our~~consisting ~~Trust~~of ~~Account~~$4,000,000 ~~and~~of ~~changes~~cash inunderwriting ~~operating~~fee, ~~assets~~the ~~and~~Deferred ~~liabilities,~~Fee ~~which~~of ~~provided~~$8,650,000 and $~~520~~774,~~410~~812 of ~~cash~~other offering costs.

~~For~~As ~~the~~of ~~period~~December ~~from March 7~~31, ~~2023~~2025 ~~(inception)~~and ~~through~~ December 31, ~~2023~~2024, ~~net~~we ~~cash~~had ~~used~~$4,325 and $101,126, respectively of cash in our operating ~~activities~~account. ~~was~~As ~~$805~~of December 31,~~213.~~ We2025 and December 31, 2024, we had a ~~net~~working ~~income~~capital deficit of $45,~~701~~521,~~033~~906 and $509,895, ~~which~~respectively. ~~was~~As ~~affected~~of byDecember ~~interest~~31, of2025 and December 31, 2024, $510,~~196~~367,~~857~~205 and approximately $12,263,797, respectively, of the amount earned on ~~investments~~funds held in ~~our~~the Trust Account ~~and~~was ~~changes~~available into ~~operating~~pay ~~assets and liabilities~~taxes, ~~which~~if ~~used $309,389 of cash~~any.

On July 28, 2023, we consummated the Initial Public Offering of 23,000,000 Units, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option, generating gross proceeds for our Company of $230,000,000. Commencing on September 15, 2023, the holders of the Units may elect to separately trade the underlying the Public Shares and Public Warrants.41

Simultaneously with the closing of the Initial Public Offering, pursuant to the Unit Subscription Agreement, we consummated the sale of 797,600 Private Placement Units to the Sponsor, including 30,000 Private Placement Units issued in connection with the full exercise of the Over-Allotment Option, at a price of $10.00 per Private Placement Unit in the Private Placement, including 30,000 Private Placement Units in connection with the full exercise of the Over-Allotment Option, generating gross proceeds for our Company of $7,976,000.

Following the closing of the Initial Public Offering on July 28, 2023, an amount of $232,300,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units in the Private Placement was placed in the Trust Account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest earned on the amount in the Trust Account will be sufficient to pay our taxes. To the extent that our Ordinary Shares or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2024, we had $101,126 in cash held outside of the Trust Account and working capital deficit of $509,895. Our obligations due within one year of the date of the financial statements included elsewhere in this Report are expected to exceed

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~~those~~As ~~amounts~~of December 31, 2025 and December 31, 2024, we had marketable securities held in the Trust Account of $258,240,938 and $249,760,654, respectively (including approximately $10,367,205 and $12,263,797, respectively, of interest income). ~~Our~~We ~~liquidity~~may ~~condition~~withdraw ~~raises~~interest ~~substantial~~from ~~doubt~~the ~~about~~Trust ~~our~~Account ~~ability~~to pay taxes, if any. We intend to ~~continue~~use assubstantially aall ~~going~~of ~~concern~~the ~~one~~funds ~~year~~held ~~from~~in the ~~date~~Trust ~~that~~Account, including any amounts representing interest earned on the ~~financial~~Trust ~~statements~~Account (which interest shall be net of income taxes payable, if any, and exclude the ~~notes~~Deferred ~~thereto~~Fee), ~~included~~to ~~elsewhere~~complete our Business Combination. To the extent that our share capital or debt is used, in ~~this~~whole ~~Report~~or ~~were~~in ~~issued~~part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

WeTo ~~currently~~mitigate ~~have~~the ~~until~~risk ~~July~~that ~~28,~~we ~~2025~~might be deemed to ~~consummate~~be aan ~~Business~~investment ~~Combination.~~company Iffor apurposes ~~Business~~of ~~Combination~~the isInvestment ~~not~~Company ~~consummated~~Act, bywhich risk increases the ~~end~~longer ofthat we hold investments in the ~~Combination~~Trust ~~Period~~Account, ~~there~~we ~~will~~may, beat aany ~~mandatory~~time, ~~liquidation~~(based ~~and~~on our ~~subsequent~~Management ~~dissolution~~Team’s ~~after~~ongoing ~~the~~assessment ~~end~~ of all factors related to our potential status under the ~~Combination~~Investment ~~Period.~~Company WeAct) ~~intend~~instruct the trustee to ~~complete~~liquidate the ~~initial~~investments ~~Business~~held ~~Combination~~in ~~before~~ the ~~end~~Trust ofAccount and instead to hold the ~~Combination~~funds ~~Period;~~in ~~however,~~the ~~there~~Trust ~~can~~Account bein nocash ~~assurance~~or ~~that~~in wean ~~will~~interest-bearing bedemand ~~able~~deposit toaccount doat soa bank.

As of December 31, 2025 and December 31, 2024, we had cash and marketable securities held outside of the Trust Account of approximately $4,325 and $101,126, respectively. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Our liquidity needs through December 31, 2025 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) loans pursuant to the IPO Promissory Note and 2025 Extension Promissory Note, (iii) the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account, and (iv) the WCL Promissory Note.

Promissory Notes

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2023 or the completion of our Initial Public Offering. The loan of $272,550 was fully repaid upon the consummation of our Initial Public Offering on July 28, 2023. No additional borrowing is available under the IPO Promissory Note.

On July 15, 2025, we issued the 2025 Extension Promissory Note in the principle amount of $4,500,000 to our Sponsor. The 2025 Extension Promissory Note was issued in connection with the Sponsor agreed to make monthly deposits, each in an amount equal to the lesser of (i) $0.025 for each outstanding Class A Ordinary Share, and (ii) $375,000, directly to our Trust Account. The 2025 Extension Promissory Note is non-interest bearing and payable upon the earlier of (i) the consummation of a Business Combination, or (ii) the last day the Company has to complete a Business Combination in accordance with its Memorandum and Articles of Association, as then in effect. As of December 31, 2025 and 2024, we had $2,250,000 and $0, respectively, drawn on this 2025 Extension Promissory Note.

Working Capital Loans

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities).

On June 10, 2024, we issued the WCL Promissory Note in the principal amount of up to $1,500,000 to the Sponsor. The WCL Promissory Note was issued in connection with advances the Sponsor may make in the future to us from time to time for working capital expenses as Working Capital Loans. The WCL Promissory Note is non-interest bearing and payable upon the earlier of (i) completion of our initial Business Combination or (ii) the date our winding up is effective. At the election of the Sponsor, all or a portion of the unpaid principal amount of the WCL Promissory Note may be converted into WCL Units at a price of $10.00 per WCL Unit, which will

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be identical to the Private Placement Units. These WCL Units and their underlying securities are entitled to the registration rights set forth in the WCL Promissory Note. As of December 31, 2025 and December 31, 2024, we had $1,059,879 and $400,000, respectively, drawn on this WCL Promissory Note.

Going Concern

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the consolidated financial statements and the notes thereto included elsewhere in this Report are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after July 28, 2026. There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.

Contractual Obligations

~~Registration~~We ~~Rights~~do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:

The holders of (i) the 5,750,000 Founder Shares, which were issued to the Sponsor on March 15, 2023, including any Class A Ordinary Shares issuable upon conversion of the Founder Shares, (ii) the Private Placement Units, including any Private Placement Shares issuable upon the exercise of the Private Placement Warrants underlying the Private Placement Units, and (iii) any WCL Units that may be issued upon conversion of any Working Capital Loans, including any Class A Ordinary Shares issuable upon the exercise of the warrants underlying the WCL Units, will be entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A Ordinary Shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our initial Business Combination.

IPO Promissory Note

On March 13, 2023, the Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note. This loan was non-interest bearing and payable on the earlier of December 31, 2023 or the date on which we consummated the Initial Public Offering. Prior to the Initial Public Offering, we had borrowed $272,550 under the IPO Promissory Note. On July 28, 2023, we repaid the outstanding balance under the IPO Promissory Note in full, and borrowings under the IPO Promissory Note are no longer available.

Underwriters Agreement

Simultaneously with the Initial Public Offering and sale of 20,000,000 Units, the underwriters fully exercised the Over-Allotment Option to purchase an additional 3,000,000 Option Units at an offering price of $10.00 per Unit for an aggregate purchase price of $30,000,000. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per Unit and $0.55 per Unit in the Over-Allotment Option, or $8,650,000 in the aggregate, will be payable to the representatives of the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters of the Initial Public Offering from the amounts held in the Trust Account solely in the event that we complete an initial Business Combination, subject to the terms of the underwriting agreement we entered into on July 25, 2023 with the representatives of the underwriters in the Initial Public Offering.

Administrative Services Agreement

~~Pursuant~~Commencing toon July 26, 2025, and until the ~~Administrative~~completion ~~Services~~of ~~Agreement~~our Business Combination or liquidation, we ~~pay~~reimburse an affiliate of ~~our~~the Vice President $20,000 per month for ~~office space,~~ secretarial and administrative support services ~~provided~~and toother ~~members~~services ofpursuant ~~our~~to ~~Management~~the ~~Team.~~Administrative ~~Upon~~Services ~~completion~~Agreement. As of ~~our~~December ~~initial~~31, ~~Business~~2025 ~~Combination~~and ~~or our liquidation~~2024, ~~any~~we ~~remaining~~incurred ~~monthly~~$240,000 ~~payments from the 24-month term will be accelerated~~ and ~~due~~$240,000, ~~at the closing of our initial Business Combination or our liquidation. For the year ended December 31~~respectively, ~~2024~~in ~~and~~fees for ~~the~~these ~~period from March 7~~services, ~~2023~~of ~~(inception)~~which ~~through~~such ~~December~~amount ~~31,~~is ~~2023,~~included wein ~~incurred~~accrued expenses ofin ~~$240,000~~the ~~and~~consolidated ~~$104,516,~~balance ~~respectively,~~sheets ~~for~~of ~~services~~the ~~under~~consolidated ~~the~~financial ~~Administrative~~statements ~~Services~~included ~~Agreement~~elsewhere this Report.

Advisory Services Agreement

~~Pursuant~~Commencing toon July 26, 2025, and until the ~~Advisory~~completion ~~Services~~of ~~Agreement,~~our Business Combination or liquidation we pay an affiliate of our Chief Financial Officer $20,000 per month for services rendered prior to the consummation of our initial Business Combination pursuant to the Advisory Services Agreement; such amounts are accrued and will only be payable upon the successful completion of our initial Business Combination. As of December 31, 2025 and 2024, the contingent fee payable for the services under the Advisory Services Agreement amounted to $240,000 and $240,000, respectively.

23Underwriting Agreement

We granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any. On July 28, 2023, the Underwriters fully exercised their Over-Allotment Option.

The Underwriters were paid a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering). Additionally, the Underwriters are entitled to the Deferred Fee of (i) 3.50% of the gross proceeds of the base Initial Public Offering held in the Trust Account and (ii) 5.50% of the gross proceeds sold pursuant to the Over-Allotment Option, which equates to 8,650,000 in the aggregate following the full exercise of the Over-Allotment Option and is payable to the Underwriters, upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.

Registration Rights Agreement

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~~successful~~excluding ~~completion~~short ofform ~~our~~demands, ~~initial~~that ~~Business~~we ~~Combination~~register such securities. AsIn addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of ~~December~~a ~~31,~~Business ~~2024~~Combination and ~~2023,~~rights ~~the~~to ~~contingent~~require ~~fee~~us ~~payable~~to register for ~~the~~resale ~~services~~such securities pursuant to Rule 415 under the ~~Advisory~~Securities ~~Services~~Act. ~~Agreement~~We ~~amounted~~will tobear ~~$240,000~~the ~~and~~expenses ~~$104,516,~~incurred ~~respectively~~in connection with the filing of any such registration statements.

~~WCL~~Letter ~~Promissory Note~~Agreement

OnOur ~~June 10~~Sponsor, ~~2024,~~directors weand ~~issued~~officers ~~the~~have ~~WCL~~entered ~~Promissory~~into ~~Note in~~ the ~~principal~~Letter ~~amount~~Agreement ofwith upus, pursuant to $1which,~~500,000~~ tothey ~~the~~have ~~Sponsor.~~waived ~~The~~their ~~WCL~~rights ~~Promissory~~to ~~Note~~liquidating ~~was~~distributions ~~issued~~from ~~in connection with advances~~ the ~~Sponsor~~Trust ~~may~~Account ~~make~~with inrespect ~~the future~~ to usany ~~from~~Founder ~~time~~Shares toheld ~~time~~by ~~for~~them ~~working~~if ~~capital~~we ~~expenses~~fail asto ~~Working~~complete ~~Capital Loans. The WCL Promissory Note is non-interest bearing and payable upon the earlier of (i) completion of~~ our initial Business Combination orwithin ~~(ii)~~ the ~~date~~Combination ~~our winding up is effective~~Period. AtHowever, ~~the~~if ~~election~~they ofacquire ~~the~~Public ~~Sponsor,~~Shares ~~all~~in or aafter ~~portion of~~ the ~~unpaid~~Initial ~~principal~~Public ~~amount of the WCL Promissory Note may be converted into WCL Units at a price of $10.00 per WCL Unit~~Offering, ~~which~~they will be ~~identical~~entitled to ~~the~~liquidating ~~Private~~distributions ~~Placement~~from ~~Units.~~the ~~These~~Trust ~~WCL~~Account ~~Units~~with ~~and~~respect ~~their underlying securities are entitled~~ to ~~the~~such ~~registration~~Public ~~rights~~Shares ~~set~~if ~~forth~~we infail ~~the~~to ~~WCL~~complete ~~Promissory~~our ~~Note.~~initial AsBusiness ofCombination ~~December~~within ~~31,~~the ~~2024,~~Combination ~~we had $400,000 drawn on this WCL Promissory Note~~Period.

~~Critical~~Additionally, ~~Accounting~~pursuant ~~Estimates~~to the Letter Agreement, our Sponsor, directors and ~~Policies~~officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.

~~The~~Critical ~~preparation~~Accounting ofEstimates ~~financial statements~~ and related disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:Standards

~~Net~~The ~~Income~~preparation ~~Per~~of ~~Share~~the consolidated financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our consolidated financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our consolidated financial statements and notes thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of December 31, 2025, we did not have any critical accounting estimates to be disclosed.

We have two classes of Ordinary Shares, the (i) redeemable Class A Ordinary Shares and the non-redeemable Class A Ordinary Shares and (ii) Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of Ordinary Shares. Net income per share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the Warrants since the exercise of the Warrants are contingent upon the occurrence of future events.

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection (i) with our liquidation, (ii) if there is a shareholder vote or tender offer in connection with the initial Business Combination and (iii) with certain amendments to the Amended and Restated Charter. In accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although we did not specify a maximum redemption threshold, our Amended and Restated Charter provides that currently, we will only redeem our Public Shares. However, the threshold in the Amended and Restated Charter would not change the nature of the underlying shares as redeemable and thus Public Shares are required to be disclosed outside of permanent equity. We recognize change in redemption value immediately as they occur and adjusts the carrying value of redeemable Ordinary Shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit.

Recent Accounting Standards

InManagement ~~August~~does ~~2020,~~not ~~the~~believe ~~FASB~~that ~~issued~~there ASU Topic 2020 - 06, “Debt - Debt with Conversion and Other Options (Subtopic 470 - 20) and Contracts in Entity’s Own Equity (Subtopic 815 - 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020 - 06”), which simplified accounting for convertible instruments by removing major separation models required under current GAAP. As a result of ASU 2020 - 06, more convertible debt instruments are ~~accounted~~any ~~for~~other asrecently ~~a single liability measured at its amortized cost and more convertible preferred stock are accounted for as a single equity instrument measured at its historical cost~~issued, asbut ~~long~~not asyet ~~no features require bifurcation and recognition as derivatives. The amendments were~~ effective ~~for smaller reporting companies for fiscal years beginning after December 15~~, ~~2023,~~accounting ~~including interim periods within those fiscal years. Early adoption was permitted~~standards, ~~but no earlier than fiscal years beginning after December 15~~which, ~~2020.~~if Wecurrently adopted ~~ASU 2020 - 06 effective March 7~~, ~~2023~~would ~~(inception). The adoption of ASU 2020 - 06 did not~~ have ana ~~impact~~material effect on the consolidated financial statements and notes thereto included elsewhere in this Report.

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In November 2023, the FASB issued ASU 2023 - 07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023 - 07”). The amendments in ASU 2023 - 07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023 - 07 requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure (s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by FASB ASC Topic 280, “Segment Reporting,” (“ASC 280”) in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023 - 07 and existing segment disclosures in ASC 280. ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023 - 07 as required for the year ended December 31, 2024. The adoption required the Company to provide additional disclosures, but otherwise it does not materially impact the accompanying financial statements.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the financial statements included elsewhere in this Report.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 8. Financial Statements and Supplementary Data.

Reference is made to pages F-1 through F-1921 comprising a portion of this Report, which are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

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Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are ~~controls~~designed ~~and~~with ~~other~~the ~~procedures~~objective ~~designed~~of toensuring ~~ensure~~ that information required to be disclosed in our reports filed ~~or submitted~~ under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures ~~include,~~are ~~without~~also ~~limitation,~~designed ~~controls~~with ~~and~~the ~~procedures~~objective ~~designed~~of toensuring ~~ensure~~ that such information ~~required~~is accumulated and communicated to beour ~~disclosed~~Management, inincluding our ~~reports~~Certifying ~~filed~~Officer, oras ~~submitted~~appropriate, ~~under~~to ~~the~~allow ~~Exchange~~timely ~~Act~~decisions isregarding ~~accumulated~~required disclosure. Under the supervision and ~~communicated~~with tothe participation of our Management, including our Certifying Officer, we carried out an evaluation of the ~~Chief~~effectiveness ~~Executive~~of ~~Officer~~the design and ~~Chief~~operation ~~Financial~~of ~~Officer,~~our disclosure controls and procedures as defined in Rules 13a-15(~~the~~e) ~~“Certifying~~and ~~Officer”~~15d-15(e), orunder ~~persons~~the ~~performing~~Exchange ~~similar~~Act. ~~functions,~~Based ason ~~appropriate~~the foregoing, toour ~~allow~~Certifying ~~timely~~Officer ~~decisions~~concluded ~~regarding~~that ~~required~~our disclosure controls and procedures were effective as of December 31, 2025.

Under the supervision and with the participation of our Management, including our Certifying Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officer concluded that our disclosure controls and procedures were effective as of the end of the fiscal year ended December 31, 2024.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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Management’s Annual Report on Internal Control Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our Management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025. In making these assessments, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, Management determined that we maintained effective internal control over financial reporting as of December 31, ~~2024~~2025.

This Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There ~~have~~were ~~been~~ no changes to our internal control over financial reporting during the quarterly period ended December 31, ~~2024~~2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.Other Information.

Trading Arrangements

During the quarterly period ended December 31, ~~2024~~2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.

Additional Information

None.

Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

As of the date of this Report, our directors and officers are as follows:

Name	Age	Position
Christopher Bradley	4748	Chairman, Chief Executive Officer, Chief Financial Officer and Secretary
Steven J. Heyer	72	President and Director
Andrew R. Heyer	68	Vice President
Andrew R. Heyer	67	Vice President
Roger Meltzer	75	Director
Roger Meltzer	74	Director
Walter F. McLallen	60	Director
Walter F. McLallen	59	Director
Brian Shimko	40	Director
Brian Shimko	39	Director

The experience of our directors and executive officers is as follows:

Christopher Bradley, our Chief Financial Officer and Secretary since our inception in March 2023, and Chairman and Chief Executive Officer since November 2024. Mr. Bradley currently serves as a Managing Director at Mistral Equity Partners, which he joined in 2008. Mr. Bradley brings over 20 years of ~~investing~~ experience ~~spanning~~in ~~venture~~identifying ~~capital~~acquisition candidates, ~~private~~due ~~equity~~diligence (including accounting and financial modeling), and deal structuring. He served as the Chief Financial Officer of Haymaker Acquisition Corp. III until it completed its business combination in May 2022 with Biote Holdings, LLC, and served as an advisor to the resulting public ~~companies~~company, biote Corp., in 2023 (NASDAQ:BTMD). Mr. Bradley isserved aas ~~Managing~~the ~~Director~~Chief atFinancial ~~Mistral~~Officer ~~Equity~~and ~~Partners,~~Secretary aof ~~consumer~~Haymaker ~~and~~Acquisition ~~retail~~Corp. ~~private~~II ~~equity~~from ~~fund,~~2019 ~~where~~until heits ~~has~~business ~~been~~combination ~~since~~with ~~2008~~ARKO Corp. He(NASDAQ: ~~currently~~ARKO) ~~serves~~in December 2020. He served as the Chief ~~Executive~~Financial Officer and Secretary of Haymaker I from 2017 until its business combination with OneSpaWorld Holdings Ltd. (NASDAQ: OSW) in December 2019. Since 2016, Mr. Bradley has served as a ~~director~~member of the board of directors of The Beacon Consumer Incubator Fund, a venture capital fund that invests in consumer technology companies. Mr. Bradley also previously served on the board of directors of Creminelli Fine Meats, LLC, a ~~role~~privately heheld premium-priced charcuterie wholesaler, from 2016 to January 2020, and The Lovesac Company (NASDAQ: LOVE) from 2010 to 2019; Country Pure Foods, Inc., a wholesaler of packaged juice products, from 2010 to 2014; XWELL, Inc. (NASDAQ:XWEL), formerly Xpress Spa Group, Inc., from 2012 to 2014; and Jamba, Inc., formerly Jamba Juice, Inc. (NASDAQ:JMBA), from 2009 to 2013. Mr. Bradley has ~~held~~also ~~since~~guided heMistral ~~founded~~portfolio companies in an operational role and, through Mistral, served on the ~~fund~~board inof ~~2016~~Jamba, Inc. In(NASDAQ: ~~addition~~JMBA) from 2009 to 2013. Prior to Mistral, Mr. Bradley served as an investment banker at Bank of America Securities from 2005 to 2006, a manager in Burger King’s strategy group in 2004, and a manager in PricewaterhouseCoopers’ management consulting practice from 1999 to 2004. He is also currently ~~serves~~serving on the ~~boards~~board of ~~Roth~~directors CHof CSLM Acquisition CoCorp. III (~~formerly~~NASDAQ: ~~TKB Critical Technologies 1~~KOYN), a ~~blank~~special ~~check~~purpose acquisition company, since August 2025; Cambridge Acquisition Corp. (~~OTC~~NASDAQ:~~USCTF~~CAQUU), ~~since~~a ~~June~~special ~~2023~~purpose acquisition company, ~~and~~since February 2026; Insomnia Cookies ~~Holdings~~, ~~LLC,~~ a retailer of ~~desserts~~cookies ~~opens~~with ~~primarily~~350 inlocations across the ~~evening~~United States, Canada and ~~nighttime~~the United Kingdom, since July 2024; Carnegie Park Capital, ~~and~~a onprivate ~~the~~investment ~~advisory~~fund, ~~board~~since ofOctober ~~Carnegie~~2021; ~~Park~~Timber ~~Capital~~Grove Ventures, a ~~multi-strategy~~ private ~~and~~investment ~~public~~fund, since September 2024; Roth Principal Investments, a private investment fund, since ~~2023~~August 2025; and WhoBrew, LLC, a franchisee of 7Brew operating in Chicago, Nashville and Pittsburgh, since January 2024. Mr. Bradley ~~also~~served ~~has~~on ~~served~~the asboard aof ~~member~~directors of Roth CH Acquisition Corp. (NASDAQ: USCTF), a special purpose acquisition company, from September 2023 to December 2025 until its business combination with SharonAI Holdings Inc. (NASDAQ:SHAZ), a computing company specializing in compute platforms, AI infrastructure, and cloud GPU environments. Mr. Bradley has also served on the board of directors of ~~The~~the ~~Beacon~~Division ~~Consumer~~of ~~Incubator~~the ~~Fund~~Arts & Humanities of the University of Chicago since ~~2016~~March 2023. Mr. Bradley holds a B.A. in philosophy and economics from the University of Chicago and an M.B.A. from Harvard Business School. Mr. Bradley is qualified to serve as our Chairman due to his extensive board service on both public and private company boards and tenure as the Chief Financial Officer of several publicly traded companies.

~~Previously,~~Andrew heR. ~~served~~Heyer, asour ~~the~~Vice ~~Chief~~President ~~Financial~~since ~~Officer~~November ~~and~~2024, ~~Secretary~~who ~~of TMKR from January 2021 to July 2023. He~~ served as ~~the~~our Chief ~~Financial~~Executive Officer ofand ~~Haymaker~~Executive ~~Acquisition~~Chairman ~~Corp.~~from ~~III,~~our aInitial ~~special~~Public ~~purpose~~Offering ~~acquisition~~in ~~company,~~July ~~from~~2023 ~~March~~until ~~2021~~November ~~to May 2022~~2024, ~~where~~is hea ~~led~~finance ~~the~~professional ~~deal~~with ~~sourcing,~~over ~~negotiation,~~40 ~~structuring,~~years ~~and~~of ~~diligence~~experience ~~for~~investing ~~this~~in ~~entity’s~~the ~~merger~~consumer ~~with~~and ~~BioTE~~consumer-related ~~Holdings,~~products ~~LLC,~~and ~~which~~services ~~has become biote Corp. (NASDAQ:BTMD)~~industries, ~~after~~as ~~which~~well ~~he served~~ as ~~biote’s~~a ~~Strategic~~senior ~~Advisor~~banker ~~until~~in ~~September~~leveraged ~~2023.~~finance ~~From~~during ~~2019~~which ~~until~~time ~~its~~his ~~Business~~clients ~~Combination~~included inmany ~~December~~large ofprivate ~~2020,~~equity firms. Mr. ~~Bradley~~Heyer served as ~~the~~President ~~Chief~~and ~~Financial~~Director ~~Officer~~ of Haymaker ~~Acquisition~~III ~~Corp.~~until ~~II,~~it acompleted ~~special~~its ~~purpose~~Business ~~acquisition~~Combination ~~company.~~in AsMay 2022 with ~~Haymaker~~BioTE ~~III~~Holdings, ~~Mr. Bradley led the deal sourcing~~LLC, ~~negotiation,~~which ~~and~~has ~~structuring~~become ofbiote ~~Haymaker II’s merger with ARKO Holdings Ltd~~Corp. (NASDAQ:~~ARKO~~BTMD),. ~~the~~Since ~~nation’s~~this ~~sixth~~Business ~~largest~~Combination ~~chain~~he ofhas ~~convenience~~remained ~~stores.~~on ~~From~~the ~~2017~~biote ~~until~~board ~~its~~of ~~Business~~directors. ~~Combination~~Mr. inHeyer ~~March 2019, he~~ served as ~~the~~President ~~CFO~~and Director of Haymaker I,II auntil ~~special~~it ~~purpose~~completed ~~acquisition~~its ~~company,~~Business ~~and,~~Combination asin ~~with~~December ~~Haymaker~~2020 IIwith ~~and~~GPM ~~III~~Investments, ~~led~~LLC ~~that~~and ~~entity’s~~ARKO ~~merger with OneSpaWorld~~ Holdings Ltd. (NASDAQ: ~~OSW~~ARKO), ~~the~~and ~~world’s~~has ~~largest~~since ~~operator~~remained ~~of spas~~ on ~~cruise~~its ~~ships~~board. ~~and at destination resorts~~Mr. ~~From~~Heyer ~~2020~~was toPresident ~~October 2023~~ and ~~from~~Director ~~2021 to September 2023, he served on the advisory boards~~ of ~~MITA~~Haymaker ~~and~~I ~~Growth~~until ~~for~~it ~~Good~~completed ~~Acquisition~~its ~~Corp (NASDAQ:GFGD), a blank check company, respectively.~~

Prior to joining Mistral Equity Partners, Mr. Bradley served as an investment banker at Banc of America Securities from 2005 to 2006, a Manager in Burger King’s strategy group in 2004, and a Manager at PricewaterhouseCoopers management consulting practice from 1999 to 2004. Mr. Bradley previously served on the board of directors of Creminelli Fine Meats, LLC, a privately held premium-priced charcuterie wholesaler, from 2016 to 2020; The Lovesac Company, Inc. (NASDAQ:LOVE), a direct to consumer furniture retailer, from 2010 to 2019; Country Pure Foods, Inc. a wholesaler of packaged juice products, from 2010 to 2014; XWELL, Inc. (NASDAQ:XWEL), formerly Xpress Spa Group, Inc., from 2012 to 2014; and Jamba, Inc., formerly Jamba Juice, Inc. (NASDAQ:JMBA), from 2009 to 2013. Mr. Bradley earned an A.B. from the University of Chicago and an M.B.A. from The Harvard Business School. Mr. Bradley is qualified to serve as our Chairman due to his extensive board service on both public and private company boards and tenure as the Chief Financial Officer of several publicly traded companies.47

Steven J. Heyer, our President, who has served as one of our directors since our inception in March 2023, has over 35 years of experience in the consumer and consumer-related products and services industries, leading a range of companies and brands. Mr. Heyer has applied his experience and analytical skills in a variety of leadership positions across diverse industry groups, including broadcast media, consumer products, and hotel and leisure companies. Mr. Heyer formerly served as the Chief Executive Officer and Executive Chairman of Haymaker III (NASDAQ: HYACU) until its Business Combination with BioTE Holdings, LLC, which has become biote

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~~Corp~~Business Combination with OneSpaWorld Holdings Ltd. (NASDAQ:~~BTMD~~ OSW), in ~~May~~March ~~2022.~~2019, Heand ~~now~~has ~~serves~~since remained on ~~the~~its board ~~of biote~~. Currently, Mr. Heyer ~~served~~serves as the Chief Executive Officer and ~~Chairman~~Founder of ~~Haymaker~~Mistral, IIa ~~until~~private itequity ~~completed~~fund ~~its~~manager ~~Business~~founded ~~Combination~~ in ~~December~~2007 ~~2020~~that ~~with~~invests ~~GPM~~in ~~Investments,~~the ~~LLC~~consumer ~~and ARKO Holdings Ltd~~industry. ~~(NASDAQ:ARKO),~~Prior ~~which~~to ~~together~~founding ~~merged~~Mistral ~~under~~in ~~a new name~~2007, ~~ARKO~~from as2000 ~~part~~to ~~of the Business Combination~~2007, ~~and~~Mr. ~~has~~Heyer ~~since~~served ~~remained~~as ona ~~its~~Founding ~~board~~Managing ~~since~~Partner ~~such~~of ~~time~~Trimaran ~~thereafter~~Capital ~~serving~~Partners, ona ~~its~~$1.3 ~~board~~billion ofprivate ~~directors~~equity ~~as Director~~fund. Mr. Heyer was ~~Chief~~formerly ~~Executive~~a ~~Officer~~vice ~~and~~chairman ~~Chairman~~ of ~~Haymaker~~CIBC IWorld ~~from~~Markets ~~its~~Corp. ~~formation~~and ~~until~~a itco-head ~~completed~~of ~~its~~the ~~Business~~CIBC ~~Combination~~Argosy ~~with~~Merchant ~~OneSpaWorld~~Banking ~~Holdings~~Funds ~~Ltd.~~from ~~(NASDAQ:~~1995 ~~OSW)~~to ~~in March 2019~~2001. HePrior ~~served~~to asjoining ~~Vice~~CIBC ~~Chairman~~World onMarkets ~~the~~Corp. ~~board~~in of1995, ~~directors of OneSpaWorld from its Business Combination until June 2023.~~ Mr. Heyer’s ~~operating~~was ~~experiences~~a ~~include:~~founder ~~leading~~and ~~the~~Managing ~~turnaround~~Director of ~~Outback~~The ~~Steakhouse~~Argosy asGroup anL.P. ~~advisor (~~from ~~2010~~1990 to ~~2012);~~1995. asBefore ~~Chief~~Argosy, ~~Executive Officer of Starwood Hotels & Resorts Worldwide (~~from ~~2004~~1984 ~~until~~to ~~2007);~~1990, asMr. ~~President~~Heyer ~~and~~was ~~Chief~~a ~~Operating~~Managing ~~Officer~~Director ofat ~~The~~Drexel ~~Coca-Cola~~Burnham ~~Company~~Lambert ~~(from~~Incorporated ~~2001~~and, previous to ~~2004);~~that, ashe aworked ~~member~~at ofShearson/American ~~the~~Express. ~~boards~~From of1993 ~~Coca-Cola~~through ~~FEMSA~~2009, ~~and~~Mr. ~~Coca-Cola~~Heyer ~~Enterprises~~also ~~(all~~served ~~from~~on ~~2001~~the toboard ~~2004); as President and Chief Operating Officer~~ of ~~Turner~~The ~~Broadcasting~~Hain ~~System~~Celestial Group, Inc., ~~and~~ a ~~member~~natural ofand ~~AOL~~organic ~~Time~~food ~~Warner’s Operating Committee (from 1994 to 2001); as President~~ and ~~Chief~~products ~~Operating~~company, ~~Officer~~rejoining ofthe ~~Young~~board ~~& Rubicam Advertising Worldwide (~~from ~~1992~~2012 to ~~1994); and before that spending 15 years at Booz Allen & Hamilton, ultimately becoming Senior Vice President and Managing Partner~~2019. ~~For the last five years,~~ Mr. Heyer ~~has~~also ~~served~~serves on the ~~boards~~board of ~~Lazard~~The ~~Ltd,~~Lovesac ~~Lazard Group~~Company, ~~and Atkins Nutritionals~~ Inc., ~~(each as further described below) as well as investing in~~ a ~~private~~branded ~~capacity~~omni- inchannel ~~early~~retailer ~~stage~~of ~~and~~technology-forward ~~venture~~furniture, ~~consumer~~from ~~and~~2010 ~~consumer~~to ~~media~~the ~~companies~~present. Mr. Heyer ~~has~~also ~~extensive~~served ~~board~~on ~~experience, including:~~ the board of ~~Atkins~~several ~~Nutritionals~~private ~~Inc.~~companies ~~until~~owned ~~2017,~~in ~~when~~whole itor ~~was~~in ~~acquired~~part by ~~Conyers~~Mistral, ~~Park~~including ~~Acquisition~~Worldwise, ~~Corp~~Inc., a ~~publicly~~pet ~~traded~~accessories ~~special~~business ~~purpose~~from ~~acquisition~~2011 ~~company;~~to ~~Lazard~~2021. ~~Ltd~~Mr. ~~and~~Heyer ~~Lazard~~has ~~Group~~also ~~(2005~~served toon ~~present);~~ the board of ~~WPP~~Insomnia ~~Group~~Cookies, a ~~publicly~~retailer ~~traded~~of ~~digital,~~desserts ~~internet,~~opens ~~and~~primarily ~~traditional~~in ~~advertising~~the ~~company~~evening ~~(2000~~and tonighttime. ~~2004);~~In the ~~board of Equifax~~past, ~~the~~Mr. ~~publicly~~Heyer ~~traded~~has ~~consumer~~served ~~credit~~as ~~reporting~~a ~~and~~director ~~insights company (2002 through 2003); the board~~ of ~~Omnicare~~XpresSpa Group, Inc., afrom ~~supplier~~2016 ~~of pharmaceutical care~~ to ~~the~~2019 ~~elderly~~ (~~2008 through 2015~~NASDAQ:XWEL);, ~~the~~Las ~~board~~Vegas ofSands ~~Vitrue, Inc~~Corp., a ~~provider~~casino ofcompany, ~~social~~from ~~marketing~~2006 ~~publishing~~to ~~technologies~~2008, ~~(2007~~El ~~through~~Pollo ~~2012);~~Loco ~~and the board of Internet Security Systems~~Holdings, Inc., a ~~provider~~casual ofMexican ~~internet security software~~restaurant, ~~appliance,~~from ~~and services (2004 through~~ 2005). Into ~~March 2011~~2008, ~~Harry~~and &Reddy ~~David~~Ice Holdings, Inc. ~~(“Harry & David”)~~, a ~~company~~manufacturer ~~where~~of ~~Mr.~~packaged ~~Heyer~~ice ~~had~~products, ~~been~~from ~~Chief~~2003 ~~Executive~~to ~~Officer~~2006. ~~from~~From ~~2010~~March 2021 until ~~February~~December ~~2011~~2022, ~~filed~~he aserved ~~prearranged~~on ~~Chapter 11 plan under~~ the ~~U.S.~~board ~~Bankruptcy~~of ~~Code.~~AF ~~Subsequently,~~Acquisition ~~Harry & David filed a reorganization plan in bankruptcy court in May 2011 and emerged from bankruptcy in September 2011~~Corp. Mr. Heyer received his B.SSc. ~~from Cornell University~~ and an M.B.A. from ~~New~~the ~~York~~Wharton ~~University.~~School ~~Mr.~~of ~~Heyer~~the isUniversity ~~qualified~~of ~~to serve as a director due to his extensive operations~~Pennsylvania, ~~management~~graduating ~~and~~magna ~~business~~cum ~~background, particularly in the consumer and consumer-related products and services industries~~laude.

Andrew R. Heyer, our Vice President since November 2024, who served as our Chief Executive Officer and Executive Chairman from our Initial Public Offering in July 2023 until November 2024, is a finance professional with over 40 years of experience investing in the consumer and consumer-related products and services industries, as well as a senior banker in leveraged finance during which time his clients included many large private equity firms. Mr. Heyer served as President and Director of Haymaker III until it completed its Business Combination in May 2022 with BioTE Holdings, LLC, which has become biote Corp. (NASDAQ:BTMD). Since this Business Combination he has remained on the biote board of directors. Mr. Heyer served as President and Director of Haymaker II until it completed its Business Combination in December 2020 with GPM Investments, LLC and ARKO Holdings Ltd. (NASDAQ:ARKO), and has since remained on its board. Mr. Heyer was President and Director of Haymaker I until it completed its Business Combination with OneSpaWorld Holdings Ltd. (NASDAQ: OSW), in March 2019, and has since remained on its board. Currently, Mr. Heyer serves as the Chief Executive Officer and Founder of Mistral, a private equity fund manager founded in 2007 that invests in the consumer industry. Prior to founding Mistral in 2007, from 2000 to 2007, Mr. Heyer served as a Founding Managing Partner of Trimaran Capital Partners, a $1.3 billion private equity fund. Mr. Heyer was formerly a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds from 1995 to 2001. Prior to joining CIBC World Markets Corp. in 1995, Mr. Heyer was a founder and Managing Director of The Argosy Group L.P. from 1990 to 1995. Before Argosy, from 1984 to 1990, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated and, previous to that, he worked at Shearson/American Express. From 1993 through 2009, Mr. Heyer also served on the board of The Hain Celestial Group, Inc., a natural and organic food and products company, rejoining the board from 2012 to 2019. Mr. Heyer also serves on the board of The Lovesac Company, Inc., a branded omni- channel retailer of technology-forward furniture, from 2010 to the present. Mr. Heyer also served on the board of several private companies owned in whole or in part by Mistral, including Worldwise, Inc., a pet accessories business from 2011 to 2021. Mr. Heyer has also served on the board of Insomnia Cookies, a retailer of desserts opens primarily in the evening and nighttime. In the past, Mr. Heyer has served as a director of XpresSpa Group, Inc. from 2016 to 2019 (NASDAQ:XWEL), Las Vegas Sands Corp., a casino company, from 2006 to 2008, El Pollo Loco Holdings, Inc., a casual Mexican restaurant, from 2005 to 2008, and Reddy Ice Holdings, Inc., a manufacturer of packaged ice products, from 2003 to 2006. From March 2021 until December 2022, he served on the board of AF Acquisition Corp. He also served on the board of Coliseum Acquisition Corp. (NASDAQ: MITA) from January 2021 to June 2023, and the board of Tastemaker Acquisition Corp. from January 2021 to July 2023. Mr. Heyer received his B.Sc. and M.B.A. from the Wharton School of the University of Pennsylvania, graduating magna cum laude.

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Mr. Heyer was named as a defendant in three class action derivative stockholder actions, which were consolidated into one action, in connection with Hain Celestial Group filed in the Eastern District Court of New York in 2017, alleging, among other things, breach of fiduciary duty and violations of Sections 10(b) and 20(a) of the Exchange Act based on allegedly materially false or misleading statements and omissions in public statements, press releases and SEC filings. In November 2022, the assigned Magistrate issued a report and recommendation recommending dismissal with prejudice, to which plaintiffs filed objections and defendants countered. The case remains pending.

Roger Meltzer, Esq., who has served as one of our directors since July 2023, has practiced law at DLA Piper LLP from 2007 and held various roles: Global Co-Chairman (2015 through 2020), and currently as Chairman Emeritus; Americas Co-Chairman (2013 through 2020); Member, Office of the Chair (2011 through 2020); Member, Global Board (2008 through 2020); Co-Chairman, U.S. Executive Committee (2013 through 2020); Member, U.S. Executive Committee (2007 through 2020); and Global Co-Chairman, Corporate Finance Practice (2007 through 2015). Prior to joining DLA Piper LLP, Mr. Meltzer practiced law at Cahill Gordon & Reindel LLP from 1977 to 2007 where he was a member of the Executive Committee from 1987 through 2007, Co-Administrative Partner and Hiring Partner from 1987 through 1999, and Partner from 1984 through 2007. Mr. Meltzer currently serves on the Advisory Board of Harvard Law School Center on the Legal Profession (May 2015—Present); and the Board of Trustees, New York University Law School (September 2011—Present); and previously served on the Corporate Advisory Board, John Hopkins, Carey Business School (January 2009—December 2012). He has previously served on the board of directors of: Lionheart II Corp (March 2021 to May 2022), Lionheart III Corp (March 2021 to August 2022), Haymaker Acquisition Corp. III (February 2021 to July 2022), certain subsidiaries of Nordic Aviation Capital (December 2021 to April 2022), The Legal Aid Society (November 2013 to January 2020), Hain Celestial Group, Inc. (December 2000 to February 2020), American Lawyer Media (January 2010 to July 2014) and The Coinmach Service Corporation (December 2009 to June 2013). Mr. Meltzer has also received several awards and honors and has been actively involved in philanthropic activity throughout his career. In February 2021, Mr. Meltzer joined the board of directors of Haymaker Acquisition Corp. 4, a special purpose acquisition company focused on identifying and implementing value creation initiatives within the consumer and consumer-related products and services industries. In February 2021, Mr. Meltzer joined the board of directors of Ubicquia LLC, a smart solutions infrastructure company. In May 2022, Mr. Meltzer joined the board of directors of MSP Recovery, Inc. following its business combination with Lionheart Acquisition Corp II. Mr. Meltzer also serves on the board of directors of Lionheart IV. In June 2022, Mr. Meltzer joined the board of directors of Aearo Holding LLC and affiliated entities. In August 2022, Mr. Meltzer joined the board of directors of Empatan Public Limited Company (“SMX”) following its business combination with Lionheart III Corp, Security Matters Limited and Aryeh Merger Sub Inc. In January 2023, Mr. Meltzer joined the board of directors of AID Holdings II (“Enlivant”), a senior living facility provider and portfolio company of TPG Capital L.P. In February 2023, Mr. Meltzer joined the board of directors of Klein Hersh, an executive recruitment firm that spans the life sciences continuum and healthcare industry. In April 2023, Mr. Meltzer joined the board of directors of Cyxtera Technologies, Inc., a company specializing in colocation and interconnection services, with a footprint of more than 60 data centers in over 30 markets. In May 2023, Mr. Meltzer joined the board of directors of John C. Heath, Attorney at Law PC d/b/a/ Lexington Law, an industry leader specializing in credit repair services. In August 2023, Mr. Meltzer joined the board of directors of Elixir, a subsidiary of Rite Aid, a leading pharmacy chain offering products for health and wellness. In November 2023, Mr. Meltzer joined the board of directors of SK Neptune Husky Intermediate I S.a.r.l. and related affiliates (“Heubach Group”), a leading producer of organic, inorganic and anti-corrosive pigments. In November 2023, Mr. Meltzer joined the board of directors of Careismatic Brands Inc., an innovative supplier of medical apparel and footwear. In November 2023, Mr. Meltzer joined the board of directors of Audacy Inc., a leading multi-platform audit content and entertainment company. In July 2024, Mr. Meltzer joined the board of directors of CQC Impact Investors LLC, an organization, along with related entities, developing and implementing carbon reduction and clean energy projects at scale, generating high-quality carbon credits with significant co-benefits for the poorest people across the world. In October 2024, Mr. Meltzer joined the board of directors of ATD New Holdings, Inc., parent company of American Tire Distributors, Inc., the largest tire distributor in the United States. Mr. Meltzer received a Juris Doctor degree in law from New York University School of Law and an A.B. from Harvard College. Mr. Meltzer is qualified to serve as a director due to his experience representing corporate clients on high-profile, complex, and cross-border matters and his leadership qualities.

Mr. Meltzer was named as a defendant in three class action derivative stockholder actions, which were consolidated into one action, in connection with Hain Celestial Group filed in the Eastern District Court of New York in 2017, alleging, among other things, breach of fiduciary duty and violations of Sections 10(b) and 20(a) of the Exchange Act based on allegedly materially false or misleading statements and omissions in public statements, press releases and SEC filings. In November 2022, the assigned Magistrate issued a report and recommendation recommending dismissal with prejudice, to which plaintiffs filed objections and defendants countered. The case remains pending.48

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~~Capital~~Brands ~~Advisors~~Inc., an ~~advisory~~innovative ~~boutique~~supplier ~~firm~~of ~~focused~~medical onapparel ~~debt~~ and ~~private equity transaction origination, structuring and consulting, since 2004~~footwear. ~~Mr.~~In ~~McLallen~~November ~~has extensive board and organizational experience and has served on numerous corporate and non-profit boards and committees~~2023, ~~with a significant historical focus on consumer products-related companies.~~ Mr. ~~McLallen~~Meltzer ~~has~~joined ~~served on~~ the board of directors of ~~The~~Audacy ~~Lovesac Company,~~ Inc. ~~(NASDAQ:LOVE)~~, a ~~direct~~leading tomulti-platform ~~consumer~~audit ~~furniture~~content ~~retailer,~~and ~~from~~entertainment ~~2019~~company. ~~Mr.~~In ~~McLallen~~July ~~served~~2024, ~~as a director of publicly traded Centric Brands Inc~~Mr. ~~(NASDAQ:~~Meltzer ~~CTRC),~~joined ~~a lifestyle brands collective in~~ the ~~branded~~board ~~and~~of ~~licensed~~directors ~~apparel~~of ~~and~~CQC ~~accessories~~Impact ~~sectors,~~Investors ~~from 2016 to 2020~~LLC, ~~and AerCap Holdings N.V. (NYSE: AER),~~ an ~~aircraft leasing company~~organization, ~~from~~along ~~2015~~with torelated ~~2017. Since 2019~~entities, ~~Mr.~~developing ~~McLallen~~and ~~has~~implementing ~~served~~carbon asreduction aand ~~director~~clean ofenergy ~~OneSpaWorld~~projects ~~Holdings~~at ~~Ltd. (NASDAQ: OSW) and~~scale, ~~from~~generating ~~2017~~high-quality tocarbon ~~2019,~~credits hewith ~~served~~significant asco-benefits afor ~~director~~the ofpoorest ~~Haymaker~~people ~~II.~~across ~~He also served on~~ the ~~boards~~world. ofIn ~~several~~October ~~consumer-focused private companies~~2024, ~~including~~Mr. ~~Timeless~~Meltzer ~~Wine~~joined ~~Company,~~ the ~~producer~~board of ~~consumer~~directors ~~luxury~~of ~~wine~~ATD ~~brands~~New ~~Silver Oak~~Holdings, ~~Twomey and OVID; Worldwise~~Inc., aparent ~~consumer branded pet products~~ company; ~~adMarketplace, a search engine advertiser; and Frontier Dermatology, a physician practice platform. Since 2014, Mr. McLallen has also been a Founder and Co-Chairman~~ of ~~Tomahawk~~American ~~Strategic~~Tire ~~Solutions~~Distributors, ~~a law enforcement and corporate training and risk management company~~Inc. ~~From 2006 to 2015~~, hethe ~~was~~largest ~~Vice~~tire ~~Chairman~~distributor ofin ~~Remington~~the ~~Outdoor~~United ~~Company, an outdoor consumer platform he co-founded with a major investment firm~~States. Mr. ~~McLallen~~Meltzer ~~was~~received ~~formerly with CIBC World Markets from 1995 to 2004, during which time he was~~ a ~~Managing~~Juris ~~Director,~~Doctor ~~head~~degree ~~of Debt Capital Markets and head of High Yield Distribution. Mr. McLallen started his career~~ in ~~the~~law ~~Mergers~~from &New ~~Acquisitions~~York ~~Department~~University School of ~~Drexel~~Law ~~Burnham Lambert~~ and ~~was~~an ~~a founding member of The Argosy Group L~~A.~~P. Mr. McLallen received a~~ B.A. ~~with a double major in Economics and Finance~~ from ~~the~~Harvard ~~University of Illinois at Urbana-Champaign~~College. Mr. ~~McLallen~~Meltzer is qualified to serve as a director due to his ~~extensive~~experience ~~investment,~~representing ~~due~~corporate ~~diligence,~~clients ~~financial~~on ~~modeling~~high-profile, ~~and deal structuring experience~~complex, inand ~~addition~~cross-border tomatters and his ~~experience~~leadership ~~serving on the boards of other publicly traded companies~~qualities.

Walter F. McLallen, who has served as one of our directors since July 2023, is a finance professional with over 30 years of leveraged finance, private equity, restructuring and operations experience. Mr. McLallen has been the Managing Member of Meritage Capital Advisors, an advisory boutique firm focused on debt and private equity transaction origination, structuring and consulting, since 2004. Mr. McLallen has extensive board and organizational experience and has served on numerous corporate and non-profit boards and committees, with a significant historical focus on consumer products-related companies. Mr. McLallen has served on the board of directors of The Lovesac Company, Inc. (NASDAQ:LOVE), a direct to consumer furniture retailer, from 2019. Mr. McLallen served as a director of publicly traded Centric Brands Inc. (NASDAQ: CTRC), a lifestyle brands collective in the branded and licensed apparel and accessories sectors, from 2016 to 2020, and AerCap Holdings N.V. (NYSE: AER), an aircraft leasing company, from 2015 to 2017. Since 2019, Mr. McLallen has served as a director of OneSpaWorld Holdings Ltd. (NASDAQ: OSW) and, from 2017 to 2019, he served as a director of Haymaker II. He also served on the boards of several consumer-focused private companies, including Timeless Wine Company, the producer of consumer luxury wine brands Silver Oak, Twomey and OVID; Worldwise, a consumer branded pet products company; adMarketplace, a search engine advertiser; and Frontier Dermatology, a physician practice platform. Since 2014, Mr. McLallen has also been a Founder and Co-Chairman of Tomahawk Strategic Solutions, a law enforcement and corporate training and risk management company. From 2006 to 2015, he was Vice Chairman of Remington Outdoor Company, an outdoor consumer platform he co-founded with a major investment firm. Mr. McLallen was formerly with CIBC World Markets from 1995 to 2004, during which time he was a Managing Director, head of Debt Capital Markets and head of High Yield Distribution. Mr. McLallen started his career in the Mergers & Acquisitions Department of Drexel Burnham Lambert and was a founding member of The Argosy Group L.P. Mr. McLallen received a B.A. with a double major in Economics and Finance from the University of Illinois at Urbana-Champaign. Mr. McLallen is qualified to serve as a director due to his extensive investment, due diligence, financial modeling, and deal structuring experience, in addition to his experience serving on the boards of other publicly traded companies.

Brian Shimko, who has served as one of our directors since July 2023, has served as a General Partner at Maywic Select Investments since 2017 as well as principal of Comm Investments, a diversified investment firm he founded, since 2016. Mr. Shimko has over 15 years of experience investing in acquisition candidates, completing due diligence, financial modeling, and deal structuring. Also, his experience spans evaluating, executing and monitoring public, private, and venture capital investments. He has served on the board of Hungry Harvest Inc., a privately held food distribution company, since 2024, Fortis Security Products, LLC., a privately held banking infrastructure company, since 2018, and Lake Ridge Academy, a private school located in North Ridgeville Ohio since 2017. Previously, Mr. Shimko served as the director of The Sill, a private company, from 2023 to 2024 and as the Senior Vice President of Haymaker III from 2021 to 2022. Prior to Maywic, Mr. Shimko served as a Manager of Merger and Acquisitions at EY from 2016 to 2017 and held various financial analysis positions at General Electric (NYSE: GE) from 2007 to 2016. Mr. Shimko received his B.A. from Fordham University and his M.B.A. from the University of Michigan. Mr. Shimko is qualified to serve as a director due to his extensive investment, due diligence, financial modeling, and deal structuring experience.

We believe our Management Team has the skills and experience to identify, evaluate and consummate a Business Combination and is positioned to assist businesses we acquire. However, our Management Team’s network of contacts, and its investing and operating experience, do not guarantee a successful initial Business Combination. The members of our Management Team are not required to devote any significant amount of time to our business and are involved with other businesses. We cannot guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial Business Combination, and their expertise may only be of benefit to us until we complete our initial Business Combination. Past performance by our Management Team is not a guarantee of success with respect to any Business Combination we may consummate.

~~Family and Close Personal Relationships~~49

~~Other~~Table ~~than as set forth below, no family or close personal relationships exist between any~~ of ~~our directors or executive officers:~~Contents

~~Andrew~~expertise R.may ~~Heyer~~only ~~and~~be ~~Steven~~of Jbenefit to us until we complete our initial Business Combination. ~~Heyer~~Past ~~are~~performance ~~siblings~~by our Management Team is not a guarantee of success with respect to any Business Combination we may consummate.

Family Relationships

No family relationships exist between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

There are no material proceedings to which any director or executive officer, orhas ~~any~~been ~~associate~~involved ofin ~~any~~the ~~such~~last ~~director~~ten oryears ~~officer~~that isare amaterial ~~party adverse~~ to ~~our~~an ~~Company,~~evaluation orof ~~has~~the aability ~~material~~or ~~interest~~integrity ~~adverse~~of toany ~~our~~director ~~Company~~or officer.

Number and Terms of Office of Officers and Directors

Our Board of Directors consists of five members and is divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting) serving a three-year term. In accordance with the NYSE Rules, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on NYSE.

30The term of office of the first class of directors, consisting of Mr. Shimko, who was elected at the 2025 AGM, will expire at our fourth annual meeting of shareholders. The term of office of the second class of directors, consisting of Messrs. Meltzer and McLallen, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Messrs. Bradley and Heyer, will expire at the third annual meeting of shareholders.

~~Table~~Only holders of ~~Contents~~Class B Ordinary Shares have the right to vote on the appointment of directors prior to or in connection with the completion of our initial Business Combination. Holders of our Public Shares are not entitled to vote on the appointment of directors during such time. These provisions of our Amended and Restated Articles relating to the rights of holders of Class B Ordinary Shares to appoint directors may be amended by a Special Resolution passed by at least 90% of such members as, being entitled to do so, vote in person or by proxy at a general meeting, or by way of unanimous written resolution.

~~accordance~~Our ~~with~~officers ~~NYSE~~are ~~corporate~~appointed ~~governance~~by ~~requirements~~the Board of Directors and serve at the discretion of the Board of Directors, werather ~~are~~than ~~not~~for ~~required~~specific toterms ~~hold~~of anoffice. ~~annual~~Our ~~meeting~~Board ~~until~~of ~~one~~Directors ~~year~~is ~~after~~authorized ~~our~~to ~~first~~appoint ~~fiscal~~officers ~~year~~as ~~end~~it ~~following~~deems appropriate pursuant to our ~~listing~~Amended onand ~~NYSE~~Restated Articles.

The term of office of the first class of directors, consisting of Mr. Shimko, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Messrs. Meltzer and McLallen, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Messrs. Bradley and Heyer, will expire at the third annual meeting of shareholders.

Only holders of Class B Ordinary Shares have the right to vote on the appointment of directors prior to or in connection with the completion of our initial Business Combination. Holders of our Public Shares are not entitled to vote on the appointment of directors during such time. These provisions of our Amended and Restated Charter relating to the rights of holders of Class B Ordinary Shares to appoint directors may be amended by a special resolution passed by at least 90% of such members as, being entitled to do so, vote in person or by proxy at a general meeting, or by way of unanimous written resolution.

Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Charter.

Committees of the Board of Directors

Our Board of Directors has three standing committees: the Audit Committee, ~~a compensation committee (~~the “Compensation Committee”), ~~and a nominating and corporate governance committee (~~the “Nominating Committee”). Subject to phase-in rules and a limited exception, the ~~rules of~~ NYSE Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the ~~rules of~~ NYSE Rules require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established the Audit Committee. Messrs. Meltzer, McLallen and Shimko serve as members of our Audit Committee. Under the NYSE ~~listing~~Rules ~~standards~~ and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent, subject to the exception described below. Each of Messrs. Meltzer, McLallen and Shimko are independent.

Mr. McLallen serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined that Mr. McLallen qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

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We have adopted an Audit Committee charter, as amended on November 28, 2023, which details the principal functions of the Audit Committee, including:

● assisting with Board oversight of (i) the integrity of our consolidated financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent auditor’s qualifications and independence, and (iv) the performance of our internal audit function and independent auditors;

●

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

●

pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

●

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

31● meeting to review and discuss our annual audited consolidated financial statements and quarterly consolidated financial statements with Management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

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procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

●

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with Management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our consolidated financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities; ~~and~~

● advising the Board and any other Board committees if the clawback provisions of ~~Rule 10D-1 under~~ the ~~Exchange Act (the “~~SEC Clawback Rule”) are triggered based upon a financial statement restatement or other consolidated financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.; and

●

implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents.

Compensation Committee

We have established the Compensation Committee. The members of our Compensation Committee are Messrs. Meltzer, McLallen and Shimko and Mr. McLallen serves as chairman of the Compensation Committee. We have adopted a Compensation Committee charter, as amended on November 28, 2023, which details the principal functions of the Compensation Committee, including:

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

●

reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to Board approval of all of our other officers;

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●

reviewing our executive compensation policies and plans;

●

implementing and administering our incentive compensation equity-based remuneration plans;

●

assisting Management in complying with our proxy statement and annual report disclosure requirements;

●

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

●

producing a report on executive compensation to be included in our annual proxy statement;

●

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and

● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy ~~(as defined below)~~, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.

The charter of the Compensation Committee also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC.

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compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC.

Nominating and Corporate Governance Committee

We have established the Nominating Committee. The members of our Nominating Committee are Messrs. Meltzer, McLallen and Shimko, and Mr. Meltzer and serves as chair of the Nominating Committee.

We have adopted a Nominating Committee charter, which details the purpose and responsibilities of the Nominating Committee, including:

●

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Board, and recommending to the Board of Directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the Board of Directors;

●

developing and recommending to the Board of Directors and overseeing implementation of our corporate governance guidelines;

●

coordinating and overseeing the annual self-evaluation of the Board of Directors, its committees, individual directors and Management in the governance of the company; and

●

reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the Nominating Committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, ~~holders of~~ our Public ~~Shares~~Sharesholders do not have the right to recommend director candidates for nomination to our Board of Directors.

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Code of Ethics

We have adopted athe ~~code~~Code of ~~ethics~~Ethics. ~~applicable~~If towe ~~our~~make ~~directors,~~any ~~officers~~amendments ~~and~~to ~~employees~~our (“Code of Ethics~~”).~~ Weother ~~have~~than ~~filed~~technical, aadministrative ~~copy~~or ofother ~~our~~non-substantive ~~form~~amendments, ~~Code~~or ofgrant ~~Ethics~~any waiver, ~~our~~including ~~amended~~any ~~and~~implicit ~~restated~~waiver, ~~Audit~~from ~~Committee,~~a ~~amended~~provision ~~and~~of ~~restated~~the ~~Compensation~~Code ~~Committee~~of ~~and~~Ethics ~~Nominating~~applicable ~~Committee~~to ~~charters~~our asprincipal ~~exhibits~~executive toofficer, ~~this~~principal ~~Report.~~financial ~~You~~officer, ~~are~~principal ~~able~~accounting toofficer ~~review~~or ~~these~~controller ~~documents~~or bypersons ~~accessing~~performing ~~our~~similar ~~public~~functions ~~filings~~requiring atdisclosure ~~the~~under applicable SEC’s ~~website~~rules ator ~~www.sec.gov.~~the InNYSE ~~addition~~Rules, awe ~~copy~~will ofdisclose the ~~Code~~nature of ~~Ethics~~such ~~will~~amendment beor ~~provided~~waiver ~~without~~on ~~charge~~our ~~upon~~website. ~~request~~The ~~from~~information ~~us.~~included Weon ~~intend~~our towebsite ~~disclose~~is not incorporated by reference into this Report or in any ~~amendments~~other toreport or ~~waivers~~document ofwe ~~certain~~file ~~provisions~~with ofthe ~~our~~SEC, ~~Code~~and ofany ~~Ethics~~references into aour ~~Current~~website ~~Report~~are onintended ~~Form~~to ~~8-K~~be inactive textual references only.

The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14 ~~and is incorporated herein by reference~~.

Trading Policies

On November 28, 2023, we adopted ~~insider~~the ~~trading~~Insider ~~policies~~Trading ~~and~~Policy ~~procedures~~ governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE ~~listing standards (the “Insider Trading Policy”)~~Rules.

The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 ~~and is incorporated herein by reference~~.

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Compensation Recovery and Clawback Policy

Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. The SEC has also adopted the SEC Clawback Rule that directs national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results.

On November 28, 2024, our Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), with an effective date of October 2, 2023, in order to comply with the final Clawback rules adopted by the SEC under the Rule, and the listing standards, as set forth in Section 303A.14 of the NYSE Listed Company Manual and Section 811 of the NYSE American, LLC Company Guide (the “NYSE Clawback Rules”).

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the SEC Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the NYSE Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

The foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference.

Item 11. Executive Compensation.

None of our executive officers or directors have received any cash compensation for services rendered to us as of the date of this Report. Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account. Other than quarterly Audit Committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial Business Combination.

There are no fees, reimbursements or cash payments made by us to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, other than the following payments, none of which have been or will be continue to be made from the proceeds of the Initial Public Offering held in the Trust Account prior to the completion of our initial Business Combination:

●

Payment to an affiliate of our Vice President of $20,000 per month, for office space, utilities and secretarial and administrative support, pursuant to the Administrative Services Agreement;

●

Reimbursement for any out of-pocket expenses related to identifying, investigating and completing an initial Business Combination;

● Payment of a finder’s fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination; ~~and~~

● Repayment of non-interest bearing Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination, including under the WCL Promissory Note. Up to $1,500,000 of such Working Capital Loans may be

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~~Combination, including under the WCL Promissory Note. Up to $1,500,000 of such Working Capital Loans may be~~ convertible into WCL Units of the post-Business Combination entity at a price of $10.00 per WCL Unit at the option of the lender. The WCL Units would be identical to the Private Placement Units. As of December 31, 2025, we had borrowings of $1,059,879 under the WCL Promissory Note; and

~~After~~● ~~the~~Repayment ~~completion~~ of ~~our~~non-interest ~~initial~~bearing ~~Business~~2025 ~~Combination,~~Extension ~~directors~~Promissory ~~or members of our Management Team who remain with us may be paid consulting or management fees from the combined company~~Note. ~~All~~As of ~~these~~December ~~fees will be fully disclosed to shareholders~~31, ~~to the extent then known~~2025, inwe ~~the~~had ~~proxy~~borrowings ~~solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Business Combination. We have not established any limit on the amount~~ of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination$2, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined250,000 orunder ~~recommended to~~ the ~~Board~~2025 ofExtension ~~Directors~~Promissory ~~for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors~~Note.

●

After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Business Combination, including the Suncrete Registration Statement. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors.

We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business, but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

For more information on the proposed employment arrangements in connection with the Suncrete Business Combination, see Item 1. “Business.”

Compensation Recovery and Clawback Policy

On November 28, 2024, our Board of Directors approved the adoption of the Clawback Policy with an effective date of October 2, 2023, in order to comply with the SEC Clawback Rule, and the NYSE Rules, as set forth in Section 303A.14 of the NYSE Listed Company Manual. At no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy, a copy of which is attached hereto as Exhibit 97.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 1430, ~~2025~~2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:

●

each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

●

each of our executive officers and directors that beneficially owns our Ordinary Shares; and

●

all our executive officers and directors as a group.

In the table below , percentage ownership is based on 29,547,600 ~~shares of our~~ Ordinary Shares, consisting of (i) 23,~~797~~425,~~600~~499 Class A Ordinary Shares and (ii) 5,750,000 Class B Ordinary Shares, issued and outstanding as of March 1430, ~~2025~~2026. On all matters to be voted upon, except for (ix) the ~~election~~appointment and removal of directors ofto the Board and (iiy) acontinuing ~~vote to continue~~ our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Only holders of Class B Ordinary Shares have the right to vote on the appointment of directors prior to the completion of our initial Business Combination and on a vote to continue our Company in a jurisdiction outside of the Cayman Islands. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.

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Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these Private Placement Warrants are not exercisable within 60 days of the date of this Report.


	Class A Ordinary Shares			Class B Ordinary Shares			Approximate
	Number of			Number of			Percentage of
	Shares	Approximate		Shares	Approximate		Outstanding
	Beneficially	Percentage		Beneficially	Percentage		Ordinary
Name and Address of Beneficial Owner (1)	Owned	of Class		Owned	of Class		Shares
Haymaker Sponsor IV LLC (our Sponsor) (2)(3)	797,600	3.440	%	5,750,000	100.000	%	22.216	%
Christopher Bradley (3)	—	—		—	—		—
Steven J. Heyer (2)(3)	797,600	3.4	%	5,750,000	100.0	%	22.2	%
Andrew R. Heyer (2)(3)	797,600	3.40	%	5,750,000	100.00	%	22.16	%
Andrew R. Heyer (2)(3)	797,600	3.4	%	5,750,000	100.0	%	22.2	%
Walter F. McLallen (3)	—	—		—	—		—
Roger Meltzer, Esq. (3)	—	—		—	—		—
Brian Shimko (3)	—	—		—	—		—
All executive officers and directors as a group (6 individuals) (2)(3)	797,600	3.440	%	5,750,000	100.000	%	22.216	%
Other 5% Shareholders
Wealthspring Parties (4)	2,231,759	9.4	%	—	—		7.6	%
Harraden Parties (4)	2,341,953	10.00	%	—	—		7.93	%
First Trust Parties (5)	2,049,276	8.6	%	—	—		6.9	%
Wealthspring Parties (5)	2,231,759	9.53	%	—	—		7.55	%
HGC Investment Management Inc. (6)	1,995,000	8.4	%	—	—		6.8	%
Fort Baker Parties (6)	2,148,219	9.17	%	—	—		7.27	%
Fort Baker Parties (7)	1,310,641	5.5	%	—	—		4.4	%
HGC Investment Management Inc. (7)	1,995,000	8.52	%	—	—		6.57	%
Berkley Parties (8)	1,964,207	8.38	%	—	—		6.65	%
Westchester Parties (9)	1,964,207	8.38	%	—	—		6.65	%
Wolverine Parties (10)	1,932,010	8.25	%	—	—		6.54	%
First Trust Parties (11)	1,374,319	5.87	%	—	—		4.65	%
Mizuho Financial Group, Inc. (12)	1,249,126	5.33	%	—	—		4.23	%

(1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o ~~501~~Haymaker ~~Madison~~Acquisition ~~Avenue~~Corp. 4, ~~Floor~~324 5Royal Palm Way, ~~New~~Suite ~~York~~300-I, NYPalm ~~10022~~Beach, Florida 33480.

(2)

Interests shown consist solely of (i) Founder Shares, classified as Class B Ordinary Shares. Such shares will (unless otherwise provided in our initial Business Combination agreement) automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination, and may be converted at any time prior to our initial Business Combination, at the option of the holder, on a one-for-one basis, subject to adjustment, and (ii) 767,600 Private Placement Shares included in the Private Placement Units.

(3) Haymaker Sponsor IV LLC, our Sponsor, is the record holder of the Ordinary Shares reported herein. ~~Steven J. Heyer and~~ Andrew R. Heyer ~~are~~is one of the managing members of our Sponsor and ~~have~~has voting and investment discretion with respect to the securities held of record by our Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by our Sponsor. All of our officers and directors are members of our Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(4) According to a Schedule 13G filed ~~February~~with 8the SEC on March 11, ~~2024~~2026 by (i) ~~Wealthspring~~Harraden ~~Capital~~Circle Investments, LLC, a Delaware limited liability company (“~~Wealthspring~~Harraden Adviser”), ~~and~~ (ii) ~~Matthew~~Harraden ~~Simpson~~Circle Investors GP, ~~who~~LP, isa Delaware limited partnership (“Harraden GP”), (iii) Harraden Circle Investors GP, LLC, a ~~United~~Delaware ~~States~~limited ~~citizen~~liability company (“Harraden LLC”), (iv) Harraden Circle Investors, LP, a Delaware limited partnership (“Harraden Fund”), (v) Harraden Circle Special Opportunities, LP, a Delaware limited partnership (“Harraden Special Op Fund”), (vi) Harraden Circle Strategic Investments, LP, a Delaware limited partnership (“Harraden Strategic Fund”), (vii) Harraden Circle Concentrated, LP, a Delaware limited partnership (“Harraden Concentrated Fund”) and (viii) Frederick V. Fortmiller, Jr., a ~~manager~~citizen of ~~Wealthspring~~the United States (“Mr. ~~Simpson,~~Fortmiller” and together with ~~Wealthspring~~Harraden Adviser, Harraden GP, Harraden LLC, Harraden Fund, Harraden Special OP Fund and Harraden Strategic Fund, Harraden Concentrated Fund the “~~Wealthspring~~Harraden ~~Parties~~Partiers”). ~~The~~Harraden ~~principal~~Fund, ~~business~~Harraden ~~address~~Special ofOp ~~each~~Fund, ofHarraden Strategic Fund, and Harraden Concentrated Fund directly beneficially own the ~~Wealthspring~~Public ~~Parties~~Shares reported therein. Harraden GP is 2the ~~Westchester~~general ~~Park~~partner ~~Drive~~to Harraden Fund, ~~Suite~~Harraden ~~108~~Special Op Fund, ~~West~~Harraden ~~Harrison~~Strategic Fund, NYand ~~10604~~Harraden Concentrated Fund, and Harraden LLC is the general partner of Harraden GP. Harraden

(5) According to a Schedule 13G/A filed November 14, 2024 by (i) First Trust Merger Arbitrage Fund, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act (“VARBX”), (ii) First Trust Capital Management L.P., an investment adviser registered with the SEC (“FTCM”), (iii) First Trust Capital Solutions L.P., a Delaware limited partnership and control person of FTCM (“FTCS”), and (iv) FTCS Sub GP LLC, a Delaware limited liability company and control person of FTCM (“Sub GP” and collectively with VARBX, FTCM and FTCS, the “First Trust Parties”). FTCM provides investment advisory services to, among others, (i) a series of Investment Managers Series Trust II, (ii) First Trust Alternative Opportunities Fund and (iii) Highland Capital Management Institutional Fund II, LLC (collectively, the “Client Accounts”). As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including our Public Shares) as well as the authority to purchase, vote and dispose of securities. As of December 31, 2024, VARBX owned 1,915,657 Public Shares, while FTCM, FTCS and Sub GP collectively owned 2,049,276 Public Shares. The principal business address of FTCM, FTCS55

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Adviser serves as investment manager to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, Harraden Concentrated Fund, and ~~Sub~~other GPhigh net worth individuals. Mr. Fortmiller is ~~225~~the Wmanaging member of each of Harraden LLC and Harraden Adviser. ~~Wacker~~In ~~Drive~~such capacities, ~~21st~~each ~~Floor~~of Harraden GP, ~~Chicago~~Harraden LLC, ILHarraden ~~60606~~Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Public Shares reported therein. The principal business address of ~~VARBX~~the Harraden Parties is ~~235~~885 ~~West~~Third ~~Galena~~Avenue, ~~Street~~Suite 2600B, ~~Milwaukee~~New York, WINew ~~53212~~York 10022.

(65) According to a Schedule 13G filed February 148, 2024 by ~~HGC~~(i) ~~Investment~~Wealthspring ~~Management~~Capital ~~Inc.~~LLC, a ~~company~~Delaware ~~incorporated~~limited ~~under~~liability ~~the~~company ~~laws of Canada~~ (“~~HGC~~Wealthspring”), ~~which~~and ~~serves~~(ii) asMatthew ~~the~~Simpson, ~~investment~~who ~~manager~~is toa ~~The~~United ~~HGC~~States ~~Fund~~citizen ~~LP,~~and ana ~~Ontario~~manager ~~limited~~of ~~partnership~~Wealthspring (~~the~~ “~~Fund”)~~Mr. Simpson, ~~with~~and ~~respect~~together towith ~~the~~Wealthspring, ~~Public Shares held by HGC on behalf of~~ the ~~Fund~~“Wealthspring Parties”). The principal business address of ~~HGC~~each of the Wealthspring Parties is ~~1073~~2 ~~Yonge~~Westchester ~~Street~~Park Drive, ~~2nd~~Suite ~~Floor~~108, ~~Toronto~~West Harrison, ~~Ontario~~New ~~M4W~~York ~~2L2, Canada~~10604.

(76) According to a Schedule 13G/A filed ~~November~~May 1415, ~~2024~~2025 by (i) Fort Baker Capital Management LP, a Delaware limited partnership (“FBCM”); (ii) Steven Patrick Pigott, a United States citizen and a Limited Partner/Chief Investment Officer of FBCM; and (iii) Fort Baker Capital, LLC, a Delaware limited liability company and General Partner for FBCM (collectively, the “Fort Baker Parties”). The principal business address of each of the Fort Baker Parties is 700 Larkspur Landing Circle, Suite 275 Larkspur, CA 94939.

~~Our~~(7) ~~Sponsor~~According ~~beneficially~~to ~~owns~~a ~~22.2%~~Schedule of13G ~~the~~filed ~~issued~~February ~~and outstanding Ordinary Shares as of March~~ 14, ~~2025.~~2024 ~~Only~~by ~~holders~~HGC ofInvestment ~~Class~~Management BInc., ~~Ordinary~~a ~~Shares~~company ~~have~~incorporated ~~the~~under ~~right to appoint directors in any election held prior to or in connection with~~ the ~~completion~~laws of ~~our~~Canada ~~initial~~(“HGC”), ~~Business~~which ~~Combination.~~serves ~~Public~~as ~~Shareholders do not have~~ the ~~right~~investment tomanager ~~appoint any directors~~ to ~~our~~The ~~Board~~HGC ofFund ~~Directors~~LP, ~~prior~~an toOntario ~~our~~limited ~~initial~~partnership ~~Business~~(the ~~Combination. Because of this ownership block~~“Fund”), ~~our~~with ~~Sponsor~~respect ~~may be able~~ to ~~effectively influence~~ the ~~outcome~~Public ofShares ~~all~~held ~~other~~by ~~matters~~HGC ~~requiring~~on ~~approval~~behalf byof ~~our~~the ~~shareholders,~~Fund. ~~including~~The ~~amendments~~principal tobusiness ~~our~~address ~~Amended~~of ~~and~~HGC ~~Restated~~is ~~Charter~~1073 ~~and~~Yonge ~~approval~~Street, of2nd ~~significant~~Floor, ~~corporate~~Toronto, ~~transactions~~Ontario ~~including~~M4W ~~our~~2L2, ~~initial Business Combination~~Canada.

~~Pursuant~~(8) According to ~~the~~a ~~Unit~~Schedule ~~Subscription~~13G/A ~~Agreement,~~filed ~~our~~February ~~Sponsor~~10, ~~purchased~~2026 ~~797,600~~by ~~Private~~(i) ~~Placement~~W. ~~Units,~~R. ~~including~~Berkley 30Corporation,~~000~~ ~~Private~~a ~~Placement~~Delaware ~~Units~~corporation ~~issued~~(“Berkley”), inand ~~connection~~(ii) ~~with~~Berkley ~~the~~Insurance ~~full exercise of the Over-Allotment Option~~Company, ~~for~~a anDelaware ~~aggregate~~corporation ~~purchase~~(together ~~price~~with ~~of $7~~Berkley,~~976,000,~~ ~~or $10.00 per Unit, in~~ the ~~Private~~“Berkley ~~Placement~~Parties”). The ~~Private~~principal ~~Placement~~business ~~Units~~address ~~are identical to the Units sold in the Initial Public Offering, subject to certain limited exceptions as described in the IPO Registration Statement. A portion~~ of ~~the~~each ~~purchase price~~ of the ~~Private~~Berkley ~~Placement~~Parties ~~Units~~is ~~has~~475 ~~been~~Steamboat ~~added to the proceeds from the Initial Public Offering being held in the Trust Account. If we do not complete our initial Business Combination within the Combination Period~~Road, ~~the Private Placement Units will expire worthless. The Private Placement Units~~Greenwich, ~~Private~~Connecticut ~~Placement Shares and Private Placement Warrants are subject to certain transfer restrictions as described in the IPO Registration Statement~~06830. ~~Otherwise, the Private Placement Units have terms and provisions that are identical to those of the Units sold in the Initial Public Offering.~~

(9)

According to a Schedule 13G/A filed November 14, 2025 by (i) Westchester Capital Management, LLC, a Delaware limited liability company (“Westchester”), (ii) Westchester Capital Partners, LLC, a Delaware limited liability company (“WCP”), (iii) Virtus Investment Advisers, LLC, a Delaware limited liability company (“Virtus”), and (iv) The Merger Fund, a Massachusetts business trust (“MF”, and collectively, with Westchester, WCP and Virtus, the “Westchester Parties”).Virtus, a registered investment adviser, serves as the investment adviser to MF, The Merger Fund VL (“MF VL”), Virtus Westchester Event-Driven Fund (“EDF”) and Virtus Westchester Credit Event Fund (“CEF”). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, EDF, CEF, JNL/Westchester Capital Event Driven Fund (“JNL”), JNL Multi-Manager Alternative Fund (“JARB”) and Principal Funds, Inc. - Global Multi-Strategy Fund (“PRIN”). WCP, a registered investment adviser, serves as investment adviser to Westchester Capital Master Trust (“Master Trust”, and collectively with MF, MF VL, EDF, CEF, JNL, JARB and PRIN, the “Funds”). The Funds directly hold the Public Shares for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester and WCP. The principal business address of each of the Westchester Parties is 100 Summit Lake Drive, Valhalla, New York 10595

(10)

According to a Schedule 13G filed May 10, 2025 by (i) Wolverine Asset Management, LLC, an Illinois limited liability company (“WAM”), (ii) Wolverine Holdings, L.P., an Illinois limited partnership and the sole member and manager of WAM (“Wolverine Holdings”), (iii) Wolverine Trading Partners, Inc., an Illinois corporation and the general partner of Wolverine Holdings (“WTP”), (iv) Robert R. Bellick, a Citizen of the United States (“Mr. Bellick”) and (v) Christopher L. Gust, a citizen of the United States (“Mr. Gust”, and collectively with WAM, Wolverine Holdings, WTP and Mr. Bellick, the “Wolverine Parties”). Mr. Gust and Mr. Bellick may be deemed to control WTP. The principal business address of each of the Wolverine Parties is c/o Wolverine Asset Management, LLC 175 West Jackson Boulevard, Suite 340, Chicago, Illinois 60604.

(11)

According to a Schedule 13G/A filed November 11, 2025 by (i) First Trust Merger Arbitrage Fund, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act (“VARBX”), (ii) First Trust Capital Management L.P., an investment adviser registered with the SEC (“FTCM”), (iii) First Trust Capital Solutions L.P., a Delaware limited partnership and control person of FTCM (“FTCS”), and (iv) FTCS Sub GP LLC, a Delaware limited liability company and control person of FTCM (“Sub GP” and collectively with VARBX, FTCM and FTCS, the “First Trust Parties”). FTCM provides investment advisory services to, among others, (i) a series of Investment

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Managers Series Trust II, (ii) First Trust Alternative Opportunities Fund and (iii) Highland Capital Management Institutional Fund II, LLC (collectively, the “Client Accounts”). As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including our Public Shares) as well as the authority to purchase, vote and dispose of securities. As of December 31, 2024, VARBX owned 1,915,657 Public Shares, while FTCM, FTCS and Sub GP collectively owned 2,049,276 Public Shares. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21^st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, Wisconsin 53212.

(12)

According to a Schedule 13G filed with the SEC on February 2, 2026 by Mizuho Financial Group, Inc., a Japanese parent holding company (“Mizuho”). Mizuho, Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of the Public Shares directly held by Mizuho Securities USA LLC, which is their wholly-owned subsidiary. The principal business address of Mizuho is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.

Our Sponsor beneficially owns 22.16% of the issued and outstanding Ordinary Shares as of March 30, 2026. Only holders of Class B Ordinary Shares have the right to appoint directors in any election held prior to or in connection with the completion of our initial Business Combination. Public Shareholders do not have the right to appoint any directors to our Board of Directors prior to our initial Business Combination. Because of this ownership block, our Sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our Amended and Restated Articles and approval of significant corporate transactions including our initial Business Combination.

Pursuant to the Private Placement Purchase Agreement, our Sponsor purchased 797,600 Private Placement Units, including 30,000 Private Placement Units issued in connection with the full exercise of the Over-Allotment Option, for an aggregate purchase price of $7,976,000, or $10.00 per Unit, in the Private Placement. The Private Placement Units are identical to the Public Units sold in the Initial Public Offering, subject to certain limited exceptions as described in the IPO Registration Statement. A portion of the purchase price of the Private Placement Units has been added to the proceeds from the Initial Public Offering being held in the Trust Account. If we do not complete our initial Business Combination within the Combination Period, the Private Placement Units will expire worthless. The Private Placement Units, Private Placement Shares and Private Placement Warrants are subject to certain transfer restrictions as described in the IPO Registration Statement. Otherwise, the Private Placement Units have terms and provisions that are identical to those of the Units sold in the Initial Public Offering.

Our Sponsor, and our executive officers are deemed to be our “promoters” as such term is defined under the federal securities laws.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Changes in Control

None. For more information on the Suncrete Business Combination, please see Item 1. “Business” and the Suncrete Registration Statement.

In March 2023, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration of 5,750,000 Founder Shares. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 23,000,000 Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent approximately 20% of the outstanding Ordinary Shares after the Initial Public Offering (not including the Class A Ordinary Shares underlying the Private Placement Units). Of the 5,750,000 Class B Ordinary Shares outstanding, up to 750,000 shares were subject to forfeiture to the extent that the Over-Allotment Option was not exercised in full or in part. On July 28, 2023, the Over-Allotment Option was exercised in full, so those 750,000 Class B Ordinary Shares are no longer subject to forfeiture.

~~Pursuant~~Simultaneously towith the ~~Unit~~closing ~~Subscription~~of ~~Agreement,~~the ~~our~~Initial ~~Sponsor~~Public ~~also~~Offering ~~purchased~~and ~~797,600~~pursuant to the Private Placement Units Purchase Agreement, ~~including~~we 30completed the sale of 797,~~000~~600 Private Placement Units ~~issued~~to ~~in connection with~~ the ~~full~~Sponsor ~~exercise~~in of the ~~Over-Allotment~~Private ~~Option,~~Placement ~~for~~at ana ~~aggregate~~ purchase price of $~~7,976,000, or $~~10.00 per Private Placement Unit, ingenerating ~~the~~gross ~~Private~~proceeds ~~Placement~~to us of $7,976,000. The Private Placement Units (and underlying securities) are identical to the Public Units ~~sold~~(and inunderlying ~~the Initial Public Offering~~securities), ~~subject~~except ~~to certain limited exceptions~~ as ~~described~~otherwise disclosed in the IPO Registration Statement. The Private ~~Placement~~

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Placement Units, Private Placement Shares and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial Business Combination.

WeCommencing ~~currently~~on ~~utilize~~July ~~office space at 501 Madison Avenue~~26, ~~Floor 5~~2025, ~~New~~and ~~York,~~until NYthe ~~10022~~completion ~~from~~of our ~~Sponsor.~~Business ~~Pursuant~~Combination toor ~~the Administrative Services Agreement~~liquidation, we ~~pay~~reimburse an affiliate of ~~our~~the Vice President $20,000 per month for ~~office space,~~ secretarial and administrative support services ~~provided~~and toother ~~members~~services ofpursuant ~~our~~to ~~Management~~the ~~Team.~~Administrative ~~Upon~~Services ~~completion~~Agreement. As of ~~our~~December ~~initial~~31, ~~Business~~2025 ~~Combination~~and ~~or our liquidation~~2024, ~~any~~we ~~remaining~~incurred ~~monthly~~$240,000 ~~payments from the 24-month term will be accelerated~~ and ~~due~~$240,000, ~~at the closing of our initial Business Combination or our liquidation. For the year ended December 31~~respectively, ~~2024~~in ~~and~~fees for ~~the~~these ~~period from March 7~~services, ~~2023~~of ~~(inception)~~which ~~through~~such ~~December~~amount ~~31,~~is ~~2023,~~included wein ~~incurred~~accrued expenses ofin ~~$240,000~~the ~~and~~consolidated ~~$104,516,~~balance ~~respectively,~~sheets ~~for~~of ~~services~~the ~~under~~consolidated ~~the~~financial ~~Administrative~~statements ~~Services~~included ~~Agreement~~elsewhere this Report.

InCommencing ~~addition~~on July 26, ~~pursuant~~2025, toand until the ~~Advisory~~completion ~~Services~~of ~~Agreement,~~our Business Combination or liquidation we pay an affiliate of our Chief Financial Officer $20,000 per month for services rendered prior to the consummation of our initial Business Combination pursuant to the Advisory Services Agreement; such amounts ~~will~~are be accrued and will only be payable upon the successful completion of our initial Business Combination. As of December 31, ~~2024~~2025 and ~~2023~~2024, the contingent fee payable for the services under the Advisory Services Agreement amounted to $240,000 and $~~104~~240,~~516~~000, respectively.

Our Sponsor, executive officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our Audit Committee reviews, on a quarterly basis, all payments that were made to our Sponsor, officers, directors or our or their affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account.

OnPrior ~~March~~to ~~13,~~the ~~2023~~closing of our Initial Public Offering, ~~the~~our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. ~~pursuant~~Such toloans ~~the~~and ~~IPO~~advances ~~Promissory~~were ~~Note. This loan was~~ non-interest bearing and payable on the earlier of December 31, 2023 or the ~~date~~completion onof ~~which~~our ~~we consummated the~~ Initial Public Offering. ~~Prior~~The toloan ~~the~~of ~~Initial~~$272,550 ~~Public~~was ~~Offering,~~fully werepaid ~~had~~upon ~~borrowed~~the ~~$272,550~~consummation ~~under~~of ~~the~~our ~~IPO~~Initial ~~Promissory~~Public ~~Note.~~Offering Onon July 28, 2023,. weNo ~~repaid~~additional ~~the~~borrowing ~~outstanding~~is ~~balance~~available under the IPO Promissory Note ~~in full, and borrowings under the IPO Promissory Note are no longer available~~.

InOn ~~addition~~July 15, in2025, ~~order~~we toissued ~~finance~~the ~~transaction~~2025 ~~costs~~Extension inPromissory ~~connection~~Note ~~with~~in anthe ~~intended~~principle ~~initial~~amount ~~Business~~of ~~Combination~~$4,500,000 to our Sponsor. orThe an2025 ~~affiliate~~Extension ofPromissory ~~our~~Note ~~Sponsor~~was orissued ~~certain~~in ofconnection ~~our~~with ~~officers~~the ~~and~~Sponsor ~~directors~~agreed ~~may,~~to ~~but~~make ~~are~~monthly ~~not obligated to~~deposits, ~~loan~~each usin ~~Working~~an ~~Capital~~amount ~~Loans~~equal asto ~~may~~the belesser ~~required~~of on(i) ~~a non-interest basis~~$0.025 Iffor weeach ~~complete~~outstanding anClass ~~initial~~A ~~Business~~Ordinary ~~Combination~~Share, weand ~~would~~(ii) ~~repay~~$375,000, ~~such~~directly ~~Working~~to ~~Capital~~our ~~Loans~~Trust Account. InThe ~~the~~2025 ~~event~~Extension ~~that~~Promissory ~~the~~Note ~~initial~~is ~~Business~~non-interest ~~Combination~~bearing ~~does~~and ~~not~~payable ~~close,~~upon wethe ~~may~~earlier ~~use a portion~~ of ~~the~~(i) ~~working capital held outside~~ the ~~Trust~~consummation ~~Account~~of toa ~~repay~~Business ~~such Working Capital Loans~~Combination, ~~but~~or no(ii) ~~proceeds~~the ~~from~~last ~~our~~day ~~Trust~~the ~~Account~~Company ~~will~~has ~~be used for such repayment. Up~~ to ~~$1,500,000~~complete ofa ~~such~~Business ~~Working~~Combination ~~Capital~~in ~~Loans~~accordance ~~may~~with beits ~~convertible~~Memorandum ~~into~~and ~~WCL~~Articles ~~Units~~ of ~~the~~Association, ~~post~~as ~~Business~~then ~~Combination~~in ~~entity~~effect. atAs ~~a price~~ of ~~$10.00~~December ~~per~~31, ~~WCL~~2025 ~~Unit~~and at2024, ~~the~~we ~~option~~had of$2,250,000 ~~the~~and ~~lender.~~$0, ~~The~~respectively, ~~WCL~~drawn ~~Units~~on ~~would~~this be2025 ~~identical~~Extension toPromissory ~~the Private Placement Units~~Note.

OnIn ~~June~~order ~~10,~~to ~~2024,~~fund weworking ~~issued~~capital ~~the~~deficiencies ~~WCL~~or ~~Promissory~~finance ~~Note~~transaction costs in ~~the~~connection ~~principal~~with ~~amount~~a ofBusiness ~~up to $1~~Combination,~~500,000~~ to the Sponsor., ~~The~~or ~~WCL~~certain ~~Promissory~~of ~~Note~~our ~~was~~officers ~~issued~~and indirectors ~~connection~~or ~~with~~their ~~advances~~affiliates ~~the Sponsor~~ may, ~~make~~but inare ~~the~~not ~~future~~obligated to, loan us ~~from~~Working ~~time~~Capital toLoans, ~~time~~as ~~for~~may ~~working~~be ~~capital~~required. ~~expenses~~If aswe complete a Business Combination, we will repay such Working Capital Loans. ~~The~~In ~~WCL~~the ~~Promissory~~event ~~Note~~that isa ~~non-interest~~Business ~~bearing~~Combination ~~and~~does ~~payable~~not ~~upon~~close, ~~the~~we ~~earlier~~may ofuse ~~(i)~~a ~~completion~~portion of ~~our~~the ~~initial~~working ~~Business~~capital ~~Combination~~held oroutside ~~(ii)~~ the ~~date~~Trust ~~our~~Account ~~winding~~to uprepay issuch ~~effective.~~Working AtCapital ~~the~~Loans, ~~election~~but ofno ~~the~~proceeds ~~Sponsor,~~from ~~all~~our orTrust aAccount ~~portion~~would ofbe ~~the~~used ~~unpaid~~for ~~principal~~such ~~amount~~repayment. Up to $1,500,000 of ~~the~~such ~~WCL~~Working ~~Promissory~~Capital ~~Note~~Loans may be converted into ~~WCL~~units ~~Units~~of the post-Business Combination entity at a price of $10.00 per ~~WCL~~unit. ~~Unit,~~The ~~which~~units ~~will~~(and underlying securities) would be identical to the Private Placement Units. ~~These WCL Units~~ (and ~~their~~ underlying securities ~~are entitled to the registration rights set forth in the WCL Promissory Note~~). ~~As of December 31, 2024, we had $400,000 drawn on this WCL Promissory Note.~~

38On June 10, 2024, we issued the WCL Promissory Note in the principal amount of up to $1,500,000 to the Sponsor. The WCL Promissory Note was issued in connection with advances the Sponsor may make in the future to us from time to time for working capital expenses as Working Capital Loans. The WCL Promissory Note is non-interest bearing and payable upon the earlier of (i) completion of our initial Business Combination or (ii) the date our winding up is effective. At the election of the Sponsor, all or a portion of the unpaid principal amount of the WCL Promissory Note may be converted into WCL Units at a price of $10.00 per WCL Unit, which will be identical to the Private Placement Units. These WCL Units and their underlying securities are entitled to the registration rights set forth in the WCL Promissory Note. As of December 31, 2025 and December 31, 2024, we had $1,059,879 and $400,000, respectively, drawn on this WCL Promissory Note.

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Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

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Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial Business Combination have been and will be made using funds held outside the Trust Account.

After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders, such as the Suncrete Registration Statement. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

WeOur Sponsor, directors and officers have entered into the ~~Registration~~Letter ~~Rights~~ Agreement, with ~~respect~~us, pursuant to ~~the Founder Shares~~which, ~~Private~~they ~~Placement~~have ~~Units~~waived ~~and~~their ~~any~~rights ~~WCL~~to ~~Units~~liquidating ~~that~~distributions ~~may~~from bethe ~~issued~~Trust ~~upon~~Account ~~conversion~~with ofrespect ~~any~~to ~~Working Capital Loans (and~~ any ~~underlying~~Founder ~~securities~~Shares ~~issued~~held ~~thereunder).~~by ~~Pursuant~~them toif ~~the~~we ~~Registration~~fail ~~Rights Agreement, holders of such securities have registration rights~~ to ~~require~~complete usour toinitial ~~register~~Business aCombination ~~sale~~within ofthe ~~any~~Combination ~~of its securities held by them~~Period. ~~The~~However, ~~holders~~if ofthey ~~these~~acquire ~~securities~~Public ~~are~~Shares ~~entitled~~in toor ~~make~~after upthe toInitial ~~three~~Public ~~demands~~Offering, ~~excluding~~they ~~short~~will ~~form~~be ~~demands,~~entitled ~~that~~to weliquidating ~~register~~distributions ~~such~~from ~~securities. In addition,~~ the ~~holders~~Trust ~~have~~Account ~~certain “piggy-back” registration rights~~ with respect to ~~registration~~such ~~statements~~Public ~~filed~~Shares ~~subsequent~~if towe ~~the~~fail ~~completion~~to ofcomplete anour initial Business Combination. Wewithin ~~will bear~~ the ~~expenses~~Combination ~~incurred in connection with the filing of any such registration statements~~Period.

Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.

The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any WCL Units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.

For more information on the agreements entered into in connection with the Suncrete Business Combination, see Item 1. “Business.”

Director Independence

~~The rules of the~~ NYSE Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our Board of Directors has determined that each of Messrs. Meltzer, McLallen and Shimko are “independent directors” as defined in the NYSE ~~listing~~Rules ~~standards~~ and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

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Item 14. Principal Accountant Fees and Services.

OnThe ~~October~~following 2,is ~~2023,~~a ~~the~~summary ~~Board~~ of ~~Directors~~fees ~~and~~paid ~~the~~or ~~Audit~~to ~~Committee~~be ~~authorized~~paid ~~dismissal~~to ~~of Marcum LLP (“Marcum”) and engagement of~~ Withum ~~as our new independent registered public accounting firm,~~ for ~~our~~services ~~audit of the fiscal year ending December 31, 2023~~rendered. ~~For more information on this change in our independent registered public accounting firm, please see our Current Report on Form 8-K, filed with the SEC on October 5, 2023.”~~

The following is a summary of fees paid or to be paid to Withum and/or Marcum, as applicable, for services rendered.

Audit Fees

Audit fees consist of the aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of our annual financial statements, and (ii) review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the ~~year~~years ended December 31, ~~2024~~2025 and ~~for the period from March 7, 2023 through~~ December 31, ~~2023~~2024 ~~were~~totaled approximately $82111,~~524~~956 and $5678,~~680~~416, respectively. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. ~~The aggregate fees of Marcum for professional services rendered in connection with our Initial Public Offering audit were approximately $80,725.~~

Audit-Related Fees

Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum ~~or Marcum~~ for any audit-related fees for the ~~year~~years ended December 31, ~~2024~~2025 and ~~for the period from March 7, 2023 (inception) through~~ December 31, ~~2023~~2024.

Tax Fees

Tax fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. WeDuring ~~did~~the ~~not~~years ~~pay~~ended ~~Withum~~December or31, ~~Marcum~~2025 ~~for~~and ~~tax services~~2024, ~~planning~~we orpaid ~~advice~~Withum ~~for the year ended December 31~~$4,200 ~~2024~~ and $0 for the ~~period~~services ~~from~~Withum ~~March~~performed 7,in ~~2023~~connection ~~(inception)~~with ~~through~~any ~~December~~tax-related 31services, ~~2023~~respectively.

All Other Fees

All other fees consist of the aggregate fees billed for all other services. We did not pay Withum ~~or Marcum~~ for any other services for the ~~year~~years ended December 31, ~~2024~~2025 and ~~for the period from March 7, 2023 (inception) through~~ December 31, ~~2023~~2024.

Pre-Approval Policy

Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

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PART IV

Item 15. Exhibit and Financial Statement Schedules.

(a)The following documents are filed as part of this Report:

(1)Financial Statements


		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)		F-2
Financial Statements:
Consolidated Financial Statements:
Balance Sheets as of December 31, 2024 and 2023		F-3
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-3
Statements of Operations for the year ended December 31, 2024 and for the period from March 7, 2023 (Inception) through December 31, 2023		F-4
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024		F-4
Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2024 and for the period from March 7, 2023 (Inception) through December 31, 2023		F-5
Consolidated Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2025 and 2024		F-5
Statements of Cash Flows for the year ended December 31, 2024 and for the period from March 7, 2023 (Inception) through December 31, 2023		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		F-6
Notes to Financial Statements		F-7 to F-19
Notes to Consolidated Financial Statements		F-7 to F-22

(2)Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

(3)Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

Item 16. Form 10-K Summary.

Omitted at our Company’s option.

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HAYMAKER ACQUISITION CORP. 4

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB Number 100)	F-2
Financial Statements:
Consolidated Financial Statements:
Balance Sheets as of December 31, 2024 and 2023	F-3
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-3
Statements of Operations for the year ended December 31, 2024 and for the period from March 7, 2023 (Inception) through December 31, 2023	F-4
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024	F-4
Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2024 and for the period from March 7, 2023 (Inception) through December 31, 2023	F-5
Consolidated Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2025 and 2024	F-5
Statements of Cash Flows for the year ended December 31, 2024 and for the period from March 7, 2023 (Inception) through December 31, 2023	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024	F-6
Notes to Financial Statements	F-7 to F-19
Notes to Consolidated Financial Statements	F-7 to F-22

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Haymaker Acquisition Corp. 4:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Haymaker Acquisition Corp. 4 ~~(the “Company”)~~ as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for ~~the~~each ~~year~~of ~~ended~~the ~~December~~two ~~31,~~years ~~2024~~in ~~and for~~ the period ~~from~~ended ~~March 7, 2023 (inception) through~~ December 31, ~~2023~~2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of ~~the~~ Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for ~~the~~each ~~year~~of ~~ended~~the ~~December~~two ~~31,~~years ~~2024~~in ~~and for~~ the period ~~from~~ended ~~March 7, 2023 (inception) through~~ December 31, ~~2023~~2025, in conformity with accounting principles generally accepted in the United States of America.

~~Explanatory Paragraph —~~ Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has no revenue and it incurred and expects to continue to incur significant professional and transaction costs to remain as a publicly traded company ~~and to incur significant transaction costs~~ in pursuit of the consummation of a ~~Business~~business ~~Combination~~combination. The Company’s cash and working capital as of December 31, ~~2024~~2025, are not sufficient to ~~complete~~sustain ~~its~~operations ~~planned activities~~ for the upcoming year. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1 to the financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

WithumSmith+Brown, PC

We have served as the Company’s auditor since 2023.

New York, NYNew York

March 1430, ~~2025~~2026

PCAOB ID Number 100

F-2

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HAYMAKER ACQUISITION CORP. 4

CONSOLIDATED BALANCE SHEETS


	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
ASSETS
Current assets:
Cash	$	~~101~~4,~~126~~325	$	~~205~~101,~~975~~126
Prepaid expenses		~~181~~34,~~367~~676		~~257~~181,~~810~~367
Total current assets		~~282~~39,~~493~~001		~~463~~282,~~785~~493
Prepaid insurance – non-current		—		143,737
Cash and marketable securities held in Trust Account		258,240,938		249,760,654
Cash held in Trust Account		249,760,654		237,496,857
TOTAL ASSETS	$	258,279,939	$	250,043,147
TOTAL ASSETS	$	250,043,147	$	238,104,379

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT:
Current liabilities:
Accrued expenses	$	~~392~~2,~~388~~251,028	$	92392,~~158~~388
Accrued offering costs		―		85,000
WCL Promissory Note - related party		1,059,879		400,000
WCL Promissory Note - related party		400,000		―
Extension Promissory Note		2,250,000		—
Total current liabilities		~~792~~5,~~388~~560,907		~~177~~792,~~158~~388
Subscription Agreement liability		9,075,000		—
Deferred underwriting fee payable		8,650,000		8,650,000
Total Liabilities		923,~~442~~285,~~388~~907		89,~~827~~442,~~158~~388

Commitments and Contingencies
Class A Ordinary Shares subject to possible redemption, $0.0001 par value, 23,000,000 shares issued and outstanding at December 31, 2024 and 2023 at redemption values of $10.86 and $10.33 per share, respectively		249,760,654		237,496,857
Class A Ordinary Shares subject to possible redemption, $0.0001 par value, 22,627,899 and 23,000,000 shares issued and outstanding as of December 31, 2025 and 2024 at redemption values of $11.41 and $10.86 per share, respectively		258,240,938		249,760,654

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of December 31, 2024 and 2023		—		—
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of December 31, 2025 and 2024		—		—
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 797,600 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of December 31, 2024 and 2023		80		80
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 797,600 shares issued and outstanding (excluding 22,627,899 and 23,000,000 shares subject to possible redemption) as of December 31, 2025 and 2024, respectively		80		80
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 issued and outstanding as of December 31, 2024 and 2023		575		575
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 issued and outstanding as of December 31, 2025 and 2024		575		575
Additional paid-in capital		—		—
Accumulated deficit		(923,~~160~~247,~~550~~561)		(89,~~220~~160,~~291~~550)
Total Shareholders’ Deficit		(923,~~159~~246,~~895~~906)		(89,~~219~~159,~~636~~895)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	~~250~~258,~~043~~279,~~147~~939	$	~~238~~250,~~104~~043,~~379~~147

The accompanying notes are an integral part of these consolidated financial statements.

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HAYMAKER ACQUISITION CORP. 4

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Year Ended		For the ~~Period~~Year Ended
			from March 7, 2023
	For the Year Ended		(Inception) Through
	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
General and administrative expenses	$	~~700~~2,~~259~~522,011	$	~~391~~700,~~308~~259
General and administrative expenses - related party		240,000		~~104~~240,~~516~~000
Loss from operations		(~~940~~2,~~259~~762,011)		(~~495~~940,~~824~~259)

Other income:
Interest earned on cash held in Trust Account		12,263,797		5,196,857
Initial Loss on Subscription Agreement liability		(7,177,500)		—
Total other income		12,263,797		5,196,857
Change in fair value of Subscription Agreement liability		(1,897,500)		—
Interest earned on cash and marketable securities held in Trust Account		10,367,205		12,263,797
Total other income		1,292,205		12,263,797

Net income	$	11,323,538	$	4,701,033
Net (loss) income	$	(1,469,806)	$	11,323,538

Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted		2322,~~000~~836,~~000~~887		1223,000,000
Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption	$	0.38	$	0.31
Basic and diluted net income (loss) per share, Class A Ordinary Shares subject to possible redemption	$	(0.05)	$	0.38

Weighted average shares outstanding of non-redeemable Class A and Class B Ordinary Shares, basic and diluted		6,547,600		36,~~012~~547,~~293~~600
Basic and diluted net income per share, non-redeemable Class A and Class B Ordinary Shares	$	0.38	$	0.31
Basic and diluted net income (loss) per share, non-redeemable Class A and Class B Ordinary Shares	$	(0.05)	$	0.38

The accompanying notes are an integral part of these consolidated financial statements.

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HAYMAKER ACQUISITION CORP. 4

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024

FOR THE YEAR ENDED DECEMBER 31, 2024


		Ordinary Shares															Total
		Class A					Class B					Additional			Accumulated		Shareholders’
		Shares		Amount			Shares		Amount			Paid-in Capital			Deficit		Deficit
Balance at December 31, 2023		797,600		$	80		5,750,000		$	575		$	—		$	(8,220,291)	$	(8,219,636)
Accretion of Class A Ordinary Shares to redemption amount		—			—		—			—			—			(12,263,797)		(12,263,797)
Net income		—			—		—			—			—			11,323,538		11,323,538
Balance at December 31, 2024		797,600			80		5,750,000			575			—			(9,160,550)		(9,159,895)
Accretion of Class A Ordinary Shares to redemption amount		—			—		—			—			—			(12,617,205)		(12,617,205)
Net (loss)		—			—		—			—			—			(1,469,806)		(1,469,806)
Balance at December 31, 2025		797,600		$	80		5,750,000		$	575		$	—		$	(23,247,561)	$	(23,246,906)


	Ordinary Shares										Total
	Class A			Class B			Additional		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Deficit
Balance at December 31, 2023	797,600	$	80	5,750,000	$	575	$	—	$	(8,220,291)	$	(8,219,636)
Accretion of Class A Ordinary Shares to redemption amount	—		—	—		—		—		(12,263,797)		(12,263,797)
Net income	—		—	—		—		—		11,323,538		11,323,538
Balance at December 31, 2024	797,600	$	80	5,750,000	$	575	$	—	$	(9,160,550)	$	(9,159,895)

The accompanying notes are an integral part of these consolidated financial statements.

FOR THE PERIOD FROM MARCH 7, 2023 (INCEPTION) THROUGH DECEMBER 31, 2023


	Ordinary Shares										Total
	Class A			Class B			Additional		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Deficit
Balance at March 7, 2023 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B Ordinary Shares to Sponsor	—		—	5,750,000		575		24,425		—		25,000
Sale of 797,600 Private Placement Units	797,600		80	—		—		7,975,920		—		7,976,000
Fair value of Public Warrants at issuance	—		—	—		—		1,242,000		—		1,242,000
Allocation of issuance costs	—		—	—		—		(98,295)		—		(98,295)
Accretion of Class A Ordinary Shares to redemption amount	—		—	—		—		(9,144,050)		(12,921,324)		(22,065,374)
Net income	—		—	—		—		—		4,701,033		4,701,033
Balance at December 31, 2023	797,600	$	80	5,750,000	$	575	$	—	$	(8,220,291)	$	(8,219,636)

The accompanying notes are an integral part of these financial statements.

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HAYMAKER ACQUISITION CORP. 4

CONSOLIDATED STATEMENTS OF CASH FLOWS


			~~For the Period from~~
	For the Year		~~March~~For 7,the ~~2023~~Year
	Ended		~~(Inception) Through~~Ended
	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
Cash Flows from Operating Activities:
Net income	$	11,323,538	$	4,701,033
Net (loss) income	$	(1,469,806)	$	11,323,538
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash held in Trust Account		(12,263,797)		(5,196,857)
Interest earned on cash and marketable securities held in Trust Account		(10,367,205)		(12,263,797)
Initial loss on Subscription Agreement liability		7,177,500		—
Change in fair value of Subscription Agreement liability		1,897,500		—
Changes in operating assets and liabilities:
Prepaid expenses		76146,~~443~~691		~~(257~~76,~~810)~~443
Prepaid insurance		~~143,737~~—		(143,737)
Accrued expenses		~~300~~1,~~230~~858,640		92300,~~158~~230
Net cash used in operating activities		(~~419~~756,~~849~~680)		(~~805~~419,~~213~~849)

Cash Flows from Investing Activities:
Investment into Trust Account		—		(232,300,000)
Payment of extension fee into Trust Account		(2,250,000)		—
Net cash used in investing activities		—		(232,300,000)
Cash withdrawn from Trust Account in connection with redemption		4,136,921		—
Net cash provided by investing activities		1,886,921		—

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—		226,000,080
Proceeds from WCL Promissory Note - related party		2,909,879		400,000
Proceeds from sale of Option Units		—		7,975,920
Payment of offering costs		—		(85,000)
Proceeds from WCL Promissory Note - related party		400,000		300,000
Redemption of common stock		(4,136,921)		—
Repayment of IPO Promissory Note - related party		—		(372,550)
Net cash (used in) provided by financing activities		(1,227,042)		315,000
Payment of offering costs		(85,000)		(592,262)
Net cash provided by financing activities		315,000		233,311,188

Net Change in Cash		(~~104~~96,~~849~~801)		~~205~~(104,~~975~~849)
Cash - Beginning of period		~~205~~101,~~975~~126		—205,975
Cash - End of period	$	~~101~~4,~~126~~325	$	~~205~~101,~~975~~126

Non-cash investing and financing activities:
Offering costs included in accrued offering costs	$	—	$	85,000
Offering costs paid by Sponsor in exchange for issuance of Founder Shares	$	—	$	24,425
Deferred underwriting fee payable	$	—	$	8,650,000
Offering costs paid by Sponsor as a draw to the IPO Promissory Note	$	—	$	72,550

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Haymaker Acquisition Corp. 4 (the “Company”) is a blank check company incorporated in the Cayman Islands on March 7, 2023. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, ~~2024~~2025, the Company had ~~not~~a ~~commenced~~direct ~~any~~wholly-owned ~~operations.~~subsidiary, ~~All~~Suncrete, ~~activity~~Inc., ~~for~~a ~~the~~Delaware ~~period~~corporation ~~from March 7, 2023~~ (~~inception~~“PubCo”) ~~through December 31~~, ~~2024~~and ~~relates~~Pubco tohad ~~the~~two ~~Company’s~~direct ~~formation~~wholly-owned ~~and~~subsidiaries: ~~the~~(i) ~~initial~~Haymaker ~~public~~Merger ~~offering~~Sub ~~consummated~~I, onInc., ~~July~~a ~~28,~~Delaware ~~2023~~corporation (~~the~~ “~~Initial~~Merger ~~Public~~Sub ~~Offering~~I”), and ~~subsequent~~(ii) toHaymaker ~~the~~Merger ~~Initial~~Sub ~~Public~~II, ~~Offering~~LLC, ~~identifying~~ a ~~target~~Delaware ~~company~~limited ~~for~~liability acompany ~~Business~~(“Merger ~~Combination.~~Sub ~~The~~II” ~~Company~~and ~~will~~together ~~not~~with ~~generate~~Merger ~~any~~Sub ~~operating~~I, ~~revenues~~the ~~until~~“Merger ~~after~~Subs”) ~~the~~Pubco ~~completion~~was offormed asolely ~~Business~~in ~~Combination,~~contemplation atof the ~~earliest.~~proposed ~~The~~Business ~~Company~~Combination ~~generates~~with ~~non-operating~~Suncrete, ~~income~~Inc. in (the ~~form~~“Suncrete ofBusiness ~~interest~~Combination”). ~~income~~The onMerger ~~cash~~Subs ~~and~~have ~~investments~~not ~~from~~commenced ~~the~~any ~~proceeds~~operations ~~derived~~and ~~from~~have ~~the~~only ~~Initial~~nominal ~~Public~~assets ~~Offering~~ and ~~Private~~no ~~Placement~~liabilities ~~(as~~or ~~defined~~contingent ~~below).~~liabilities, ~~The~~nor ~~Company~~any ~~has~~outstanding ~~selected~~commitments ~~December~~other 31than asin ~~its~~connection ~~fiscal~~with ~~year~~the ~~end~~Suncrete Business Combination.

~~The~~As ~~Registration~~of ~~Statement~~December on31, ~~Form~~2025, Sthe -Company 1had ~~for~~not ~~the~~commenced ~~Initial~~any ~~Public~~operations. ~~Offering,~~All ~~initially~~activity ~~filed~~for ~~with~~ the ~~U.S.~~period ~~Securities~~from ~~and~~March ~~Exchange~~7, ~~Commission~~2023 (~~the “SEC”~~inception) onthrough ~~July~~December 331, ~~2023,~~2025 asrelates ~~amended~~to ~~(File~~the ~~No.~~Company’s ~~333~~formation -and ~~273117),~~the ~~was~~initial ~~declared~~public ~~effective~~offering consummated on July 25 28, 2023 (the “~~IPO~~Initial ~~Registration~~Public ~~Statement~~Offering”)~~. On July 28~~, ~~2023,~~and ~~the~~subsequent ~~Company~~to ~~consummated~~ the Initial Public Offering ~~of 23~~,~~000,000~~ ~~units~~identifying ~~(the~~a ~~“Units”),~~target atcompany ~~price~~for ofa ~~$10~~Business Combination.00 ~~per~~The ~~Unit,~~Company ~~including~~will ~~3,000,000~~not ~~Units~~generate ~~(the~~any ~~“Option~~operating ~~Units”)~~revenues ~~issued~~until ~~pursuant~~after to the ~~exercise~~completion of ~~the~~a ~~underwriters’~~Business ~~over-allotment~~Combination, ~~option~~at ~~in full (~~the ~~“Over-Allotment Option”), generating gross proceeds of $230,000,000 (see Note 3)~~earliest. ~~Each~~The ~~Unit~~Company ~~consists~~generates ofnon-operating ~~one~~income ofin the ~~Company’s~~form ~~Class~~of Ainterest ~~ordinary~~income ~~shares,~~on ~~par~~cash ~~value $0.0001 per share (the “Class A Ordinary Shares”,~~ and ~~with~~investments ~~respect~~from to the ~~Class~~proceeds Aderived ~~Ordinary~~from ~~Shares included in~~ the ~~Units,~~Initial ~~the “~~Public ~~Shares”)~~Offering and ~~one-half of one redeemable warrant (each a “Public Warrant,” and together with the~~ Private Placement ~~Warrants~~ (as defined below)~~, the “Warrants”)~~. ~~Each~~The ~~whole~~Company ~~Warrant~~has ~~entitles~~selected ~~the~~December ~~holder~~31 toas ~~purchase~~its ~~one~~fiscal ~~Class~~year ~~A Ordinary Share at a price of $11~~end.~~50 per share.~~

~~Simultaneously~~The ~~with~~Registration ~~the~~Statement ~~closing~~on ofForm S - 1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 3, 2023, as amended (File No. 333 - 273117), was declared effective on July 25, 2023 (the “IPO Registration Statement”). On July 28, 2023, the Company consummated the ~~private~~Initial ~~sale~~Public Offering of 23,000,000 units (the “~~Private~~Public ~~Placement~~Units”), at price of ~~797~~$10.00 per Public Unit,~~600~~ including 3,000,000 Public Units (the “~~Private~~Option ~~Placement~~ Units”) ~~and~~issued pursuant to the exercise of the underwriters’ over-allotment option in full (the “Over-Allotment Option”), ~~with~~generating ~~respect~~gross toproceeds of $230,000,000 (see Note 3). Each Unit consists of one of the Company’s Class A ordinary shares, ofpar value $0.0001 per share (the “Class A Ordinary Shares”, and ~~warrants~~with respect to the Class A Ordinary Shares included in the ~~Private~~Public ~~Placement~~ Units, the “~~Private~~Public ~~Placement~~ Shares”) and ~~“Private~~one-half ~~Placement~~of ~~Warrants”~~one redeemable warrant (each a “Public Warrant,” ~~respectively)~~and totogether ~~Haymaker~~with ~~Sponsor~~the IVPrivate ~~LLC~~Placement Warrants (as defined below), the “~~Sponsor~~Warrants”). atEach awhole ~~price~~Warrant ofentitles ~~$10.00~~the ~~per~~holder ~~Private~~to ~~Placement~~purchase ~~Unit,~~one ~~generating~~Class ~~gross~~A ~~proceeds~~Ordinary Share at a price of $~~7,976,000~~11.50 ~~(see~~per ~~Note 4)~~share.

~~Following~~Simultaneously with the closing of the Initial Public Offering ~~on July 28~~, ~~2023,~~the anCompany ~~amount~~consummated ofthe ~~$232,300,000~~private ~~from~~sale (the ~~net~~“Private ~~proceeds~~Placement”) of ~~the~~797,600 ~~sale~~Units of (the ~~Units~~“Private inPlacement ~~the~~Units” ~~Initial~~and, ~~Public~~with ~~Offering~~respect ~~and~~to the ~~sale~~shares of the ~~Private~~Class ~~Placement~~A ~~Units~~Ordinary inShares ~~the~~and ~~Private~~warrants ~~Placement~~included ~~was placed~~ in athe ~~U.S.-based~~Private ~~trust~~Placement ~~account~~Units, (the “~~Trust~~Private ~~Account~~Placement Shares”), ~~with~~and ~~Continental~~“Private ~~Stock~~Placement ~~Transfer & Trust Company (“Continental~~Warrants”), ~~acting as trustee~~respectively, and ~~will~~together ~~be invested only in U.S. government treasury obligations and/or held as cash or cash equivalents (including in demand deposit accounts)~~ with ~~maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under~~ the ~~Investment~~Public ~~Company Act of 1940~~Units, ~~as amended (~~the “~~Investment Company Act~~Units”), ~~which~~to ~~invest~~Haymaker ~~only~~Sponsor inIV ~~direct~~LLC ~~U.S. government treasury obligations and/or held as cash or cash items~~ (~~including~~the in“Sponsor”) ~~a demand deposit account~~ at ~~bank),~~a asprice ~~determined by the Company, until the earlier~~ of ~~(i)~~$10.00 ~~the~~per ~~completion~~Private ofPlacement aUnit, ~~Business~~generating ~~Combination~~gross ~~and~~proceeds ~~(ii) the distribution~~ of ~~the funds held in the Trust Account~~$7,976,000 as(see ~~described below~~Note 4).

Following the closing of the Initial Public Offering on July 28, 2023, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a U.S.-based trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and will be invested only in U.S. government treasury obligations and/or held as cash or cash equivalents (including in demand deposit accounts) with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in a demand deposit account at bank), as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

Transaction costs related to the issuances described above amounted to $13,424,812, consisting of $4,000,000 of cash underwriting fees, $8,650,000 of deferred underwriting fees and $774,812 of other offering costs.

The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the

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Table of Contents

HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025

~~issued~~The ~~and~~Company’s ~~outstanding~~management ~~voting~~(“Management”) ~~securities~~has broad discretion with respect to the specific application of the ~~target~~net orproceeds ~~otherwise~~of ~~acquires~~the aInitial ~~controlling~~Public ~~interest~~Offering inand the ~~target~~Private ~~sufficient~~Placement, ~~for~~although itsubstantially ~~not~~all of the net proceeds are intended to be ~~required~~applied togenerally ~~register~~toward asconsummating ana ~~investment~~Business ~~company~~Combination. ~~under~~There ~~the~~is ~~Investment~~no assurance that the Company ~~Act~~will be able to complete a Business Combination successfully.

The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account, plus any interest income earned thereon and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon completion of a Business Combination with respect to the Warrants. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of such a Business Combination and, if the Company seeks shareholder approval, a majority of the Ordinary Shares (as defined in Note 2) voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated ~~Charter~~Articles”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated ~~Charter~~Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed to waive redemption rights with respect to any Founder Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the completion of Business Combination.

The Company has until July 28, 2026 (subject to monthly extensions pursuant to the 2025 Extension Amendment (as defined below), or until such earlier date as its board of directors (the “Board”) may approve, unless otherwise extended in accordance with the Amended and Restated ~~Charter~~Articles, to complete a Business Combination (the “Combination Period”).

The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025

On July 24, 2025, the Company held the 2025 annual general meeting at which the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association which extended the date by which the Company has to consummate a Business Combination on a monthly basis for up to twelve times from July 28, 2025 to July 28, 2026, (the “2025 Extension Amendment”). As a result of the 2025 Extension Amendment, holders of 372,101 Class A Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.12 per share. Approximately $4,136,911 was removed from the Trust Account to redeem such shares and 23,425,499 Class A Ordinary Shares remain outstanding after the redemption has been effected. Upon payment of the redemption, approximately $251,570,445 remained in the Trust Account prior to any additional contribution made by the Sponsor pursuant to the 2025 Extension Promissory Note (as defined below).

In connection with the 2025 Extension Amendment, the Sponsor agreed to make monthly payments, each in an amount equal to the lesser of (i) $0.025 for each outstanding Class A Ordinary Share, and (ii) $375,000, directly to the Trust Account. In exchange for such contributions, the Company issued to the Sponsor an extension promissory note, in an aggregate principal amount of up to $4,500,000, on July 28, 2025 (the “2025 Extension Promissory Note”). The 2025 Extension Promissory Note bears no interest and is repayable by the Company to the Sponsor upon the earlier date of (i) the consummation of a Business Combination, and (ii) the last day the Company has to complete a Business Combination in accordance with the Company’s Amended and Restated Articles. Such date may be accelerated upon the occurrence of an “Event of Default” (as defined in the 2025 Extension Promissory Note). Any outstanding principal under the 2025 Extension Promissory Note may be prepaid at any time by the Company, at its election and without penalty. As of December 31, 2025 and 2024, the Company has no amount drawn on the 2025 Extension Promissory Note, respectively. On July 28, 2025, August 28, 2025 and September 30, 2025, extension contributions of $375,000 each were made by the Sponsor.

On October 9, 2025, the Company, Suncrete, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Pubco”), Merger Sub I, Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Pubco (“Merger Sub II”), and Concrete Partners Holding, LLC, a Delaware limited liability company (“Concrete”), entered into a Business Combination Agreement, dated as of October 9, 2025 (the “Suncrete Business Combination Agreement”).

Concurrently with the execution and delivery of the Business Combination Agreement, the Company and Pubco entered into the subscription agreements with certain accredited investors and qualified institutional buyers (collectively, the “PIPE Investors”), pursuant to which, among other things, Pubco agreed to issue and sell to the PIPE Investors, in a private placement to close immediately prior to the closing of the merger between Merger Sub II and Suncrete (the “Acquisition Merger”), an aggregate of approximately $82.5 million in shares of Pubco Class A Common Stock and, in certain circumstances, Pre-Funded Common Stock Purchase Warrants to purchase Pubco Class A Common Stock (the “PIPE Investment”).

Going Concern and Liquidity

As of December 31, ~~2024~~2025, the Company had $~~101~~4,~~126~~325 in cash and marketable securities held outside of the Trust Account and a working capital deficit of $~~509~~5,~~895~~521,906. The Company’s obligations due within one year of the date the accompanying consolidated financial statements are issued are expected to exceed those amounts. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying consolidated financial statements are issued. Management plans to address this uncertainty through a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, currently July 28, 2026 (subject to monthly extensions pursuant to the 2025 Extension Amendment), there will be a mandatory liquidation and subsequent dissolution of the Company, which raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.

Risks and Uncertainties

The ~~United~~Company’s ~~States~~ability ~~and~~to ~~global~~complete ~~markets~~an ~~are~~initial ~~experiencing~~Business ~~volatility~~Combination ~~and~~may ~~disruption~~be ~~following~~adversely ~~the~~affected ~~geopolitical~~by ~~instability~~various ~~resulting~~factors, ~~from~~many ~~the~~of ~~ongoing~~which ~~Russia-Ukraine~~are ~~conflict~~beyond ~~and~~ the ~~recent~~Company’s ~~escalation of the Israel-Hamas conflict~~control. InThe ~~response~~Company’s toability ~~the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces~~ to ~~eastern~~consummate ~~Europe,~~an ~~and~~initial ~~the~~Business ~~United~~Combination ~~States,~~could ~~the~~be ~~United~~impacted ~~Kingdom~~by, ~~the~~among ~~European Union and~~ other ~~countries have announced various sanctions and restrictive actions against Russia~~things, ~~Belarus~~changes ~~and~~in ~~related~~laws ~~individuals~~or ~~and entities~~regulations, ~~including~~downturns in the ~~removal of certain~~ financial ~~institutions~~markets ~~from~~or ~~the~~in ~~Society~~economic ~~for~~conditions, ~~Worldwide~~inflation, ~~Interbank~~fluctuations ~~Financial~~in ~~Telecommunication~~interest ~~(SWIFT)~~rates, ~~payment~~increases ~~system.~~in ~~Certain countries~~tariffs, ~~including~~supply ~~the~~chain ~~United States~~disruptions, ~~have~~declines ~~also~~in ~~provided~~consumer ~~and~~confidence ~~may continue to provide military aid or other assistance to Ukraine~~ and ~~to Israel~~spending, ~~increasing~~public ~~geopolitical~~health ~~tensions~~considerations, ~~among a number of nations. The invasion of Ukraine by Russia~~ and ~~the~~geopolitical ~~escalation~~instability, ofsuch ~~the~~as ~~Israel-Hamas conflict and~~ the ~~resulting~~military ~~measures~~conflicts ~~that have been taken, and could be taken~~ in ~~the future~~Ukraine, bybetween ~~NATO,~~ the United States, ~~the United Kingdom, the European Union,~~ Israel and ~~its~~Iran ~~neighboring states~~ and ~~other~~others ~~countries~~in ~~have~~the ~~created~~Middle ~~global~~East, ~~security~~and ~~concerns~~Southwest ~~that~~Asia ~~could~~or ~~have~~other aarmed ~~lasting~~hostilities. ~~impact~~The onCompany ~~regional~~cannot ~~and~~at ~~global~~this ~~economies.~~time ~~Although~~predict the ~~length~~likelihood ~~and impact~~ of ~~the~~one ~~ongoing~~or ~~conflicts~~more ~~are~~of ~~highly~~the ~~unpredictable,~~above ~~they could lead to market disruptions~~events, ~~including~~their ~~significant~~duration ~~volatility~~or inmagnitude ~~commodity~~or ~~prices,~~the ~~credit~~extent ~~and~~to ~~capital~~which ~~markets,~~they asmay ~~well~~negatively asimpact ~~supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect~~ the ~~global~~Company’s ~~economy~~ability ~~and financial markets and lead~~ to ~~instability~~complete ~~and~~an ~~lack~~initial ofBusiness ~~liquidity in capital markets~~Combination.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

FFurther, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-9emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying consolidated financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the accompanying consolidated financial statements and the reported amounts of expenses and disclosure of contingent assets and liabilities during the reporting period. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying consolidated financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates.

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, ~~2024~~2025 and ~~2023~~2024.

Cash and Marketable Securities Held in Trust Account

~~The~~At ~~Company’s~~December ~~portfolio~~31, of2025 ~~investments is comprised of cash~~ and ~~U.S. government securities~~2024, ~~within~~substantially all the ~~meaning~~assets ~~set~~held ~~forth~~ in ~~Section~~the ~~2(a)(16)~~Trust ofAccount ~~the~~amounting ~~Investment~~to ~~Company Act~~$258,240,938 ~~with~~and a$249,760,654, ~~maturity of 185 days or less~~respectively, orwere ~~investments~~held in money market funds, ~~that~~which ~~invest~~are ininvested ~~U.S.~~primarily ~~government~~in ~~securities~~treasury ~~and generally have a readily determinable fair value, or a combination thereof~~securities. ~~When~~All of the Company’s investments held in the Trust Account are ~~comprised~~presented ofon ~~U.S. government securities,~~ the ~~investments~~accompanying ~~are~~balance ~~classified~~sheet asat ~~trading~~fair ~~securities,~~value ~~which~~at ~~are~~the ~~presented~~end atof ~~fair~~each ~~value~~reporting period. Gains and losses resulting from the change in fair value of ~~these~~investments ~~securities~~held in Trust Account are included in ~~income~~interest ~~from~~earned ~~investments~~on cash and marketable securities held in ~~the~~ Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At December 31, 2024, the assets held in the Trust Account of $249,760,654 were held in money market funds. At December 31, 2023, the assets held in the Trust Account of $237,496,857 were held in money market funds.

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated ~~Charter~~Articles. In accordance with ASC 480, conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, the Amended and Restated ~~Charter~~Articles provides that currently, the Company will only redeem its Public Shares if the net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of the initial Business Combination. However, the threshold in its Amended and Restated ~~Charter~~Articles would not change the nature of the underlying shares as redeemable and thus Public Shares are required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Ordinary Shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit.

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025

As of December 31, ~~2024~~2025 and ~~2023~~2024, the Class A Ordinary Shares reflected in the accompanying consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(1,242,000)
Issuance costs allocated to Class A Ordinary Shares		(13,326,517)
Plus:
Accretion of carrying value to redemption value		22,065,374
Class A Ordinary Shares subject to possible redemption, December 31, 2023		237,496,857
Plus:
Accretion of carrying value to redemption value		12,263,797
Class A Ordinary Shares subject to possible redemption, December 31, 2024	$	249,760,654


Class A Ordinary Shares subject to possible redemption, December 31, 2023	$	237,496,857
Plus:
Accretion of carrying value to redemption value		12,263,797
Class A Ordinary Shares subject to possible redemption, December 31, 2024		249,760,654
Less:
Redemption		(4,136,921)
Plus:
Accretion of carrying value to redemption value		12,617,205
Class A Ordinary Shares subject to possible redemption, December 31, 2025	$	258,240,938

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs”, and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $13,424,812, consisting of $4,000,000 of cash underwriting fees, $8,650,000 of deferred underwriting fees and $774,812 of other offering costs. As such, the Company recorded $13,326,517 of offering costs as a reduction of temporary equity and $98,295 of offering costs as a reduction of permanent equity.

Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the accompanying consolidated financial statements.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the accompanying consolidated financial statements.

Concentration of Credit Risk

The Company has significant cash balances at financial institutions, which throughout the year, regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement”, approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Net Income (loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, (i) Class A Ordinary Shares and (ii) non-redeemable Class A Ordinary Shares and ~~(ii)~~ Class B ordinary shares, par value of $0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”). Income and losses are shared pro rata between the two classes of shares. Net income per Ordinary Share is calculated by dividing the net income by the weighted average shares of Ordinary Shares outstanding for the respective period.

~~The~~Income ~~calculation~~and oflosses ~~diluted~~are ~~net~~shared ~~income~~pro ~~does~~rata ~~not~~between ~~consider~~ the ~~effect~~two classes of ~~the~~shares. ~~Public~~Net ~~Warrants~~income (~~including the full exercise of the Over-Allotment Option~~loss) ~~and~~per ~~the Private Placement Warrants to purchase an aggregate of 11,898,800 Class A~~ Ordinary ~~Shares~~Share ~~in the calculation of diluted income per share, because their exercise~~ is ~~contingent~~calculated ~~upon~~by ~~future~~dividing ~~events. As a result, diluted net income per share is~~ the ~~same as basic~~ net income ~~per share for the year ended December 31, 2024 and for the period from March 7, 2023~~ (~~inception~~loss) ~~through~~by ~~December 31, 2023. Accretion associated with~~ the ~~redeemable~~weighted ~~Class~~average Ashares of Ordinary Shares isoutstanding ~~excluded~~for ~~from earnings per share as~~ the ~~redemption~~respective ~~value approximates fair value~~period.

The ~~following~~calculation ~~table~~of ~~reflects~~diluted net income (loss) does not consider the ~~calculation~~effect of ~~basic~~the Public Warrants (including the full exercise of the Over-Allotment Option) and the Private Placement Warrants to purchase an aggregate of 11,898,800 Class A Ordinary Shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per ~~Ordinary~~ordinary ~~Share~~share is the same as basic net income (inloss) ~~dollars~~per ordinary share for the year ended December 31, ~~except~~2025 and 2024. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share ~~amounts):~~as the redemption value approximates fair value.


					For the Period from
					March 7, 2023
	For the Year Ended				(Inception) Through
	December 31, 2024				December 31, 2023
			Non-Redeemable				Non-Redeemable
	Redeemable		Class A And		Redeemable		Class A And
	Class A		Class B		Class A		Class B
Basic and diluted net income per Ordinary Share
Numerator:
Allocation of net income, as adjusted	$	8,814,299	$	2,509,239	$	3,757,747	$	943,286
Denominator:
Basic and diluted weighted average Ordinary Shares outstanding		23,000,000		6,547,600		12,000,000		3,012,293
Basic and diluted net income per Ordinary Share	$	0.38	$	0.38	$	0.31	$	0.31

The following table reflects the calculation of basic and diluted net income (loss) per Ordinary Share (in dollars, except per share amounts):


	For the Year Ended						For the Year Ended
	December 31, 2025						December 31, 2024
				Non-Redeemable						Non-Redeemable
	Redeemable			Class A And			Redeemable			Class A And
	Class A			Class B			Class A			Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss), as adjusted	$	(1,142,296)		$	(327,510)		$	8,814,299		$	2,509,239
Denominator:
Basic and diluted weighted average shares outstanding		22,836,887			6,547,600			23,000,000			6,547,600
Basic and diluted net income (loss) per ordinary share	$	(0.05)		$	(0.05)		$	0.38		$	0.38

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the accompanying statements of operations. For derivative instruments that are classified as equity, the derivative instruments are initially measured at fair value (or allocated value), and subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Warrants

The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own Ordinary Shares, among other conditions for equity classification. This assessment, which requires the use of

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025

professional judgment, is conducted at the time of Warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding.

For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the accompanying statements of operations.

The Warrants met all of the criteria for equity classification and accounted for as such.

Subscription Agreement Liability

On October 9, 2025, the Company entered into a subscription agreement (“Subscription Agreement”). The Company accounts for the Subscription Agreement as a derivative instrument in accordance with the guidance in FASB ASC Topic 815-40, “Contracts in Entity’s Own Equity” (“ASC 815-40”). The instrument is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the accompanying consolidated statement of operations. The ability of the Company to receive any of the proceeds of the Subscription Agreement is dependent upon the financial metrics of the Business Combination target, among other factors, rendering the receipt of such proceeds outside the control of the Company. As of December 31, 2025 and 2024, the fair value of the subscription agreement liability was $9,075,000 and $0, respectively.

Recent Accounting Standards

InManagement ~~August~~does ~~2020,~~not ~~the~~believe ~~FASB~~that ~~issued~~any ~~Accounting~~other ~~Standards~~recently ~~Update (“ASU”) No. 2020-06~~issued, ~~“Debt~~but -not ~~Debt~~yet with Conversion and Other Options (Subtopic 470-20) and Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”)effective, ~~which simplified~~ accounting ~~for convertible instruments by removing major separation models required under current GAAP. As a result of ASU 2020-06~~pronouncements, ~~more~~if ~~convertible~~currently debt instruments are accounted for as a single liability measured at its amortized cost and more convertible preferred stock are accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments were effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption was permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted ~~ASU 2020-06 effective March 7~~, ~~2023~~would ~~(inception). The adoption of ASU 2020-06 did not~~ have ana ~~impact~~material effect on the accompanying consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by FASB ASC Topic 280, “Segment Reporting,” (“ASC 280”) in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 as required for the year ended December 31, 2024. The adoption required the Company to provide additional disclosures, but otherwise it does not materially impact the accompanying financial statements.

Except as provided above, Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

The IPO Registration Statement was declared effective on July 25, 2023. On July 28, 2023, the Company consummated the Initial Public Offering of 23,000,000 Public Units, at a price of $10.00 per Public Unit, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option in full, generating gross proceeds of $230,000,000. Each Public Unit consisted of one Public Share and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 7).

Commencing September 15, 2023, the holders of the Public Units may elect to separately trade the Public Shares and Public Warrants.

~~F-13~~NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 797,600 Private Placement Units at a price of $10.00 per Private Placement Unit in the Private Placement to the Sponsor, including 30,000 Private Placement Units issued in connection with the full exercise of the Over-Allotment Option, generating gross proceeds of $7,976,000. Each Private Placement Unit consists of one Private Placement Share and one-half of one Private Placement Warrant. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will expire worthless.

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025

NOTE 4. PRIVATE PLACEMENT

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On March 15, 2023, the Sponsor acquired 5,750,000 Class B Ordinary Shares (the “Founder Shares”) for an aggregate purchase price of $25,000 paid to cover certain expenses on behalf of the Company. The Founder Shares included an aggregate of up to 750,000 Class B Ordinary Shares subject to forfeiture by the Sponsor to the extent that the Over-Allotment Option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding any Public Shares purchased by the Sponsor in the Initial Public Offering and excluding the Private Placement Units). On July 28, 2023, the Over - Allotment Option was exercised in full, so those 750,000 Class B Ordinary Shares are no longer subject to forfeiture.

The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees as disclosed in the IPO Registration Statement) until the earlier of (i) six months following the consummation of a Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company consummates a transaction that results in all of its shareholders having the right to exchange their shares for cash, securities, or other property.

Promissory ~~Note~~Notes - Related Party

On March 13, 2023, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “IPO Promissory Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2023 or the date on which the Company consummated the Initial Public Offering. Prior to the Initial Public Offering, the Company had borrowed $272,550 under the IPO Promissory Note. On July 28, 2023, the Company repaid the outstanding balance under the IPO Promissory Note in full. Borrowings under the IPO Promissory Note are no longer available to the Company subsequent to the Initial Public Offering.

On June 10, 2024, the Company issued a promissory note (the “WCL Promissory Note”) in the principal amount of up to $1,500,000 to the Sponsor. The WCL Promissory Note was issued in connection with advances the Sponsor may make in the future to the Company from time to time for working capital expenses. The WCL Promissory Note is non-interest bearing and payable upon the earlier of (i) completion of the Company’s initial Business Combination or (ii) the date the winding up of the Company is effective. At the election of the Sponsor, all or a portion of the unpaid principal amount of the WCL Promissory Note may be converted into WCL Units (as defined below) at a price of $10.00 per WCL Unit, which will be identical to the Private Placement Units. These WCL Units and their underlying securities are entitled to the registration rights set forth in the WCL Promissory Note. As of December 31, 2025 and 2024, the Company had $1,059,879 and $400,000 drawn on this WCL Promissory Note, respectively.

In connection with the 2025 Extension Amendment, the Sponsor agreed to make monthly payments, each in an amount equal to the lesser of (i) $0.025 for each outstanding Class A Ordinary Share, and (ii) $375,000, directly to the Trust Account. In exchange for such contributions, the Company issued to the Sponsor the 2025 Extension Promissory Note, in an aggregate principal amount of up to $4,500,000, on July 28, 2025. The 2025 Extension Promissory Note bears no interest and is repayable by the Company to the Sponsor upon the earlier date of (i) the consummation of a Business Combination, and (ii) the last day the Company has to complete a Business Combination in accordance with its Amended and Restated Articles. Such date may be accelerated upon the occurrence of an “Event of Default” (as defined in the 2025 Extension Promissory Note). Any outstanding principal under the 2025 Extension Promissory Note may be prepaid at any time by the Company, at its election and without penalty. As of December 31, 2025 and 2024, the Company had $2,250,000 and $0 drawn on the 2025 Extension Promissory Note, respectively.

Support Agreements

The Sponsor has agreed, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. Pursuant to an administrative services agreement, dated July 25, 2023, the Company agreed to pay to an affiliate of the Company’s Vice President up to $20,000 per month for these services during the Combination Period. Upon completion of an initial Business Combination or the Company’s liquidation, any remaining monthly payments from the Combination Period will be accelerated and due at the closing of the initial Business

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025

~~any remaining monthly payments from the 24-month term will be accelerated and due at the closing of the initial Business~~ Combination or liquidation. For the year ended December 31, ~~2024~~2025 and ~~for the period from March 7~~2024, ~~2023 (inception) through December 31, 2023,~~ the Company incurred expenses of $240,000 and $~~104~~240,~~516~~000, respectively, for services under this agreement, which were included in ~~the~~ general and administrative expenses – related party on the accompanying consolidated statements of operations.

In addition, pursuant to an advisory services agreement, dated July 25, 2023, following the commencement of the Initial Public Offering, the Company agreed to pay an affiliate of the Company’s Chief Financial Officer $20,000 per month for services rendered prior to the consummation of the initial Business Combination; such amounts will only be payable upon the successful completion of the initial Business Combination. As of December 31, ~~2024~~2025 and ~~2023~~2024, the contingent fee payable for these services were amounted to $240,000 and $~~104~~240,~~516~~000, respectively.

Working Capital Loans

In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay such Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination company, at a price of $10.00 per unit at the option of the lender, upon consummation of the initial Business Combination (the “WCL Units”). The WCL Units would be identical to the Private Placement Units. ~~There~~As ~~were~~of noDecember ~~working~~31, ~~capital~~2025 ~~loans~~and ~~outstanding~~2024, atthe ~~December~~Company 31had $1,059,879 ~~2024~~ and ~~2023~~$400,000 drawn on this WCL Promissory Note, respectively.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights Agreement

The holders of the Founder Shares, the Private Placement Units and any WCL Units (and any underlying Class A Ordinary Shares thereunder) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement, dated as of July 25, 2023. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Simultaneously with the Initial Public Offering and sale of 20,000,000 Public Units, the underwriters fully exercised the Over-Allotment Option to purchase an additional 3,000,000 Option Units at an offering price of $10.00 per Option Unit for an aggregate purchase price of $30,000,000.

The underwriters were paid a cash underwriting discount of $0.20 per Public Unit, or $4,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per Public Unit and $0.55 per Option Unit, or $8,650,000 in the aggregate, will be payable to the representatives of the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement entered into on July 25, 2023.

~~NOTE 7.~~Advisory ~~SHAREHOLDERS’~~Services ~~DEFICIT~~Agreement

~~Preference~~On ~~Shares~~November 29, 2023, the Company engaged Roth Capital Partners, LLC (“Roth”) to provide advisory services in connection with the Company’s proposed Business Combination. Pursuant to the agreement, Roth is entitled to an advisory fee of $30,000 per month, calculated from the closing of the Company’s Initial Public Offering to the public filing with SEC of the business combination agreement for the Business Combination. The advisory fee is contingent upon the successful completion of the Business Combination and is payable only upon its closing. As of December 31, 2025 and 2024, the contingent fee payable for these services was approximately $812,000 and $512,000, respectively. No amounts have been accrued for this fee as payment is contingent upon the consummation of the Business Combination.

The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board. As of December 31, 2024 and 2023, there were no preference shares issued or outstanding.F-16

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025

Business Combination Agreement

On October 9, 2025, the Company, Pubco, Merger Sub I, Merger Sub II, and Concrete, entered into a Business Combination Agreement, dated as of October 9, 2025.

Subscription Agreement

On October 9, 2025, concurrently with the execution and delivery of the Suncrete Business Combination Agreement, the Company and Pubco entered into the subscription agreements with certain accredited investors and qualified institutional buyers (collectively, the “PIPE Investors”), pursuant to which, among other things, Pubco agreed to issue and sell to the PIPE Investors, in a private placement to close immediately prior to the closing of the Acquisition Merger, an aggregate of approximately $82.5 million in shares of Pubco Class A Common Stock and, in certain circumstances, Pre-Funded Common Stock Purchase Warrants to purchase Pubco Class A Common Stock (the “PIPE Investment”).

The Company accounts for the Subscription Agreement as a derivative instrument in accordance with the guidance in ASC 815-40. The instrument is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the accompanying consolidated statement of operations. The ability of the Company to receive any of the proceeds of the Subscription Agreement is dependent upon the financial metrics of the Business Combination target, among other factors, rendering the receipt of such proceeds outside the control of the Company. As of December 31, 2025 and 2024, the fair value of the subscription agreement liability was $9,075,000 and $0, respectively.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares

Class A Ordinary Shares

The Company is authorized to issue 500,000,000 Class A Ordinary Shares with a par value of $0.0001 per share. Holders of the Class A Ordinary Shares are entitled to one vote for each share. As of December 31, 2024 and 2023, there were 23,797,600 Class A Ordinary Shares issued and outstanding, including 23,000,000 Class A Ordinary Shares subject to possible redemption and classified as temporary equity. The remaining 797,600 Class A Ordinary Shares from the sale of the Private Placement Units are non-redeemable and are classified as permanent (deficit).

Class B Ordinary Shares

The Company is authorized to issue 50,000,000 Class B Ordinary Shares with a par value of $0.0001 per share. Holders of Class B Ordinary Shares are entitled to one vote for each share. As of December 31, 2024 and 2023, there were 5,750,000 Class B Ordinary Shares issued and outstanding. Of the 5,750,000 Class B Ordinary Shares outstanding, up to 750,000 shares were subject to forfeiture to the extent that the Over-Allotment Option was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding Ordinary Shares after the Initial Public Offering. On July 28, 2023, the Over-Allotment Option was exercised in full, so those 750,000 Class B Ordinary Shares are no longer subject to forfeiture.

Shareholders of record of the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law.

The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of a Business Combination, and may be converted at any time prior to the Business Combination, at the option of the holder, on a oneF-for-one basis (unless otherwise provided in the Business Combination agreement), subject to adjustment for share sub divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A Ordinary Shares outstanding after such conversion (not including the Class A Ordinary Shares underlying the Private Placement Units), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A Ordinary Shares or equity-linked securities or rights exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the Business Combination and any WCL Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.17

In addition, only holders of Founder Shares will have the right to vote on the appointment of directors prior to the completion of the Company’s initial Business Combination and on a vote to continue the Company in a jurisdiction outside the Cayman Islands.

Warrants

As of December 31, 2024 and 2023, there were 11,898,800 Warrants outstanding (including 11,500,000 Public Warrants and 398,800 Private Placement Warrants). Each whole Public Warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination.

Pursuant to the warrant agreement the Company entered into with Continental on July 25, 2023 (the “Warrant Agreement”), a warrant holder may exercise its Public Warrants only for a whole number of Class A Ordinary Shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2024~~2025

~~issuable~~The ~~upon~~Founder ~~exercise~~Shares ofwill automatically convert into Class A Ordinary Shares concurrently with or immediately following the ~~Warrants~~consummation of a Business Combination, and ~~thereafter~~may ~~will~~be ~~use~~converted ~~commercially~~at ~~reasonable~~any ~~efforts~~time prior to ~~cause~~the Business Combination, at the ~~same~~option toof ~~become~~the ~~effective~~holder, ~~within~~on 60a ~~business~~one-for-one ~~days~~basis ~~following~~(unless ~~the~~otherwise ~~initial~~provided in the Business Combination ~~and~~agreement), subject to ~~maintain~~adjustment afor ~~current~~share ~~prospectus~~sub ~~relating~~divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A Ordinary Shares issuable upon ~~exercise~~conversion of ~~the~~all ~~Warrants~~Founder Shares will equal, ~~until~~in the ~~expiration~~aggregate, ofon ~~the~~an ~~Warrants~~as-converted inbasis, ~~accordance~~20% ~~with~~of the ~~provisions~~total number of Class A Ordinary Shares outstanding after such conversion (not including the ~~Warrant~~Class ~~Agreement.~~A IfOrdinary aShares ~~registration~~underlying ~~statement~~the ~~covering~~Private Placement Units), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of ~~the~~any ~~Warrants~~equity-linked issecurities ~~not~~or ~~effective~~rights issued or deemed issued, by the ~~sixtieth~~Company ~~(60)~~in ~~business~~connection ~~days~~with ~~after~~or in relation to the ~~closing~~consummation of the ~~initial~~ Business Combination, ~~warrant~~excluding ~~holders~~any ~~may,~~Class ~~until~~A ~~such~~Ordinary ~~time~~Shares asor ~~there~~equity-linked issecurities anor ~~effective~~rights ~~registration~~exercisable ~~statement~~for ~~and~~or ~~during~~convertible into Class A Ordinary Shares issued, or to be issued, to any ~~period~~seller ~~when~~in the ~~Company~~Business ~~will~~Combination ~~have~~and ~~failed~~any toWCL ~~maintain~~Units anissued ~~effective~~to ~~registration~~the ~~statement~~Sponsor, ~~exercise~~officers ~~Warrants~~or ondirectors aupon ~~“cashless~~conversion ~~basis”~~of inWCL ~~accordance~~Promissory ~~with~~Note, ~~Section~~provided ~~3(a)(9)~~that such conversion of ~~the~~Founder ~~Securities~~Shares ~~Act~~will ornever ~~another~~occur ~~exemption~~on a less than one-for-one basis.

Warrants

As of December 31, 2025 and 2024, there were 11,898,800 Warrants outstanding (including 11,500,000 Public Warrants and 398,800 Private Placement Warrants). Each whole Public Warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants and thereafter will use commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants, until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60) business days after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Once the Warrants become exercisable, the Company may call the Warrants for redemption for cash:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption (the “30-Day Redemption Period”) to each warrant holder; and

● if, and only if, the closing price of the Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub divisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A Ordinary Shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination as described in the IPO Registration Statement) on each of 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders and there is an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-Day Redemption Period.

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Combination as described in the IPO Registration Statement) on each of 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders and there is an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-Day Redemption Period.

If and when the Warrants become redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Shares (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares or Private Placement Units held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants.

The Company accounts for 11,898,800 Warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 398,800 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the Warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

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HAYMAKER ACQUISITION CORP. 4

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

NOTE 8. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

●

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

●

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

●

Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.

Level 1 assets include investments in a money market fund that invest solely in U.S. government securities. At December 31, 2024, assets held in the Trust Account were comprised of $249,760,654 in money market funds, which were invested primarily in U.S. government securities. At December 31, 2023, assets held in the Trust Account were comprised of $237,496,857 in money market funds, which were invested primarily in U.S. government securities.F-19

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HAYMAKER ACQUISITION CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Level 1 assets include investments in a money market fund that invests solely in U.S. government securities. At December 31, 2025, assets held in the Trust Account were comprised of $258,240,938 in money market funds, which were invested primarily in U.S. government securities. At December 31, 2024, assets held in the Trust Account were comprised of $249,760,654 in money market funds, which were invested primarily in U.S. government securities. For the period ended December 31, 2025 and 2024, the Company did not withdraw any of the interest earned on the Trust Account.


		Fair Value Measured as of December 31, 2025
		Level 1			Level 2			Level 3			Total
Assets
Cash and marketable securities held in Trust Account		$	258,240,938		$	—		$	—		$	258,240,938
Liabilities:
Subscription agreement liability			—			—			9,075,000			9,075,000
Total Subscription agreement liability		$	—		$	—		$	9,075,000		$	9,075,000

Subscription Agreement Liability

In order to calculate the fair value of the subscription agreement liability, the Company utilized the following inputs:


		October 9,
		2025
		(Initial			December31,
		measurement)			2025
Probability of Business Combination			60	%		75	%
Underlying Ordinary Share price		$	11.27		$	11.38
Term (years)			0.48			0.25
Risk-free rate			3.85	%		3.67	%
Volatility			2.50	%		10.40	%

The following table presents the changes in the fair value of the Subscription Agreement liability:


	Subscription
	Agreement
Fair value as of October 9, 2025 (initial measurement)	$	7,177,500
Change in fair v

Filing Compare · Haymaker Acquisition Corp. 4