Introductory Note
On April 14, 2026, Suncrete, Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (as amended by Amendment No. 1 on Form 8-K/A, the “Original Form 8-K”) in connection with the completion of its previously announced business combination contemplated by that certain Business Combination Agreement, dated October 9, 2025, by and among the Company, Haymaker Acquisition Corp. 4, a Cayman Islands exempted company, Haymaker Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, Haymaker Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company, and Concrete Partners Holding, LLC, a Delaware limited liability company (“CPH”).
This Amendment No. 2 to Current Report on Form 8-K/A (this “Amendment No. 2”) is being filed to amend the Original Form 8-K solely to report that the Auditor Change (as defined below) is effective. Except as described in this Amendment No. 2, all other information in the Original Form 8-K remains unchanged.
| Item 4.01 |
Changes in Registrant’s Certifying Accountant. |
As previously disclosed, on April 8, 2026, the audit committee of the board of directors of the Company (the “Board”) approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2026. The Original Form 8-K previously disclosed that, subject to the completion of Grant Thornton’s standard client acceptance procedures, Grant Thornton’s appointment would be effective upon the filing of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026. Grant Thornton served as the independent registered public accounting firm of CPH prior to the Business Combination. Accordingly, WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm prior to the Business Combination, was informed on April 8, 2026 that it would not be retained to serve as the Company’s independent registered public accounting firm upon the filing of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (the engagement of Grant Thornton and the dismissal of Withum, the “Auditor Change”). The termination of the engagement of Withum was approved by the audit committee of the Board. On May 15, 2026, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 was filed, and the Auditor Change became effective. Also on May 15, 2026, the Company’s audit committee passed a resolution reaffirming the appointment of Grant Thornton as the Company’s independent registered public accounting firm after Grant Thornton confirmed its client acceptance procedures had been completed.
The report of Withum on the Company’s consolidated financial statements as of and for the year ended December 31, 2025, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained a paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern because of the Company’s liquidity condition and subsequent dissolution.
During the period from September 30, 2025 (inception) to December 31, 2025, and the subsequent interim period through May 15, 2026, there were no: (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Withum would have caused Withum to make reference thereto in its reports on the consolidated financial statements for such years, or (ii) reportable events (as described in Item 304 (a)(1)(v) of Regulation S-K).
During the period from September 30, 2025 (inception) to December 31, 2025, and the subsequent interim period through May 15, 2026, neither the Company nor anyone on the Company’s behalf consulted with Grant Thornton regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and no written report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K of the Exchange Act.
The Company provided Withum with a copy of the foregoing disclosures prior to the filing of this Amendment No. 2 and requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Withum’s letter, dated May 21, 2026, is attached as Exhibit 16.1 to this Amendment No. 2.
