COMMITMENTS AND CONTINGENCIES	12 Months Ended
Dec. 31, 2025
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	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. Advisory Services Agreement On 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. 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.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2025

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.

Advisory Services Agreement

On 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.

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.