Suncrete, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026.
In connection with the preparation of the financial statements included in our Registration Statement on Form S-4, we identified material weaknesses in our internal control over financial reporting. These material weaknesses relate to the design and operation of certain key controls within the accounting and financial reporting process. In addition, we previously restated certain prior-period financial statements to correct a reclassification error between cost of goods sold and selling, general and administrative expenses. The restatement had no impact on revenue, net income, or other key financial metrics. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As a result of these material weaknesses, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective. Notwithstanding these material weaknesses, management has concluded that the unaudited condensed consolidated financial statements included in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.
Remediation Plan
We have begun implementing a remediation plan to address these material weaknesses and continue to make progress toward strengthening our internal control environment. We have hired additional accounting, finance, and information-technology personnel and expect to continue expanding these teams as remediation efforts progress. We also continue to actively engage outside consultants and advisors to assist with the design, implementation, and documentation of our controls. In addition, we are enhancing IT access, security, and change-management procedures, formalizing accounting policies, strengthening review and approval processes, and evaluating longer-term system and personnel enhancements to support sustainable compliance.
The material weaknesses will not be considered remediated until the applicable controls have been designed and implemented, we have operated for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively. We currently expect remediation efforts to continue through fiscal year 2027. While we are implementing these measures, we may identify additional material weaknesses in the future.
Changes in Internal Control Over Financial Reporting
During the three months ended June 30, 2026, we completed five acquisitions. Prior to those acquisitions, the acquirees were privately held companies and were not subject to the rules and regulations of the SEC. Additionally, on April 8, 2026, we completed the Business Combination and became a public company. In connection with becoming a public company, and in connection with the integration of the businesses acquired in the 2026 Acquisitions, we have begun implementing new processes, systems and controls, including implementation of a new enterprise resource planning system, expanding our accounting and financial reporting personnel, and updating the design and documentation of our internal control framework. We are currently in the process of integrating these acquisitions into our operations and internal control environment.
Other than described above, there have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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