$RMIX·8-K/A

Suncrete, Inc. · May 21, 4:26 PM ET

Suncrete, Inc. 8-K/A

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Suncrete, Inc. Changes Independent Auditor to Grant Thornton LLP

What Happened
Suncrete, Inc. announced that its audit committee approved the engagement of Grant Thornton LLP as the company's independent registered public accounting firm; the change became effective May 15, 2026 upon filing the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The audit committee approved the replacement on April 8, 2026 and Grant Thornton confirmed completion of its client acceptance procedures. Grant Thornton previously served as the independent auditor for CPH prior to the business combination; WithumSmith+Brown, PC (Withum) was informed it would not be retained.

Key Details

  • Audit committee approved Grant Thornton on April 8, 2026; change effective May 15, 2026 (date 10-Q was filed).
  • Withum’s report on Suncrete’s consolidated financial statements for year ended Dec 31, 2025 contained no adverse or disclaimer opinion and was not qualified except for a paragraph noting "substantial doubt" about the company’s ability to continue as a going concern due to liquidity and subsequent dissolution.
  • From Sept 30, 2025 (inception) through Dec 31, 2025 and the interim period to May 15, 2026, there were no disagreements or reportable events between Suncrete and Withum.
  • Suncrete provided Withum a copy of its disclosure and requested a letter; Withum’s letter dated May 21, 2026 is filed as Exhibit 16.1.

Why It Matters
A change in independent auditor is a material governance event that can affect investor assessment of financial oversight and audit continuity. The filing confirms Grant Thornton is now the auditor and that Withum’s prior audit included a going-concern disclosure—information investors should consider when reviewing Suncrete’s recent and upcoming financial reports (including the filed 10-Q). For full details, investors should review the company’s 8-K/Amendment and the attached Withum letter.

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