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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 21, 2026
Buda
Juice, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-43043 |
|
46-4069365 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
4030
Black Gold Drive,
Dallas,
Texas 75247
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (214) 308-5003
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
BUDA |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
7.01. Regulation FD Disclosure.
On
January 21, 2026, Buda Juice, Inc. (the “Company”) issued a press release announcing the exercise of the over-allotment
option granted to the underwriters of its initial public offering (the “Initial Public Offering”). A copy of the press
release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The
information set forth in Item 7.01, including Exhibits 99.1, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
Item
8.01. Other Events.
In
connection with the previously reported Initial Public Offering of the Company’s common stock, par value $0.001 per share, on January
21, 2026, Public Ventures, LLC (d/b/a MDB CAPITAL) (“MDB”) exercised the over-allotment option in full, pursuant to
the underwriting agreement, dated January 7, 2026, with MDB. As a result of the exercise of the over-allotment option, the Company received
additional gross proceeds of $2,999,992.50 for the 399,999 shares of common stock, before underwriting discounts, commissions, and offering
expenses.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Exhibits |
| |
|
|
| 99.1 |
|
Press Release of Buda Juice, Inc. entitled “Buda Juice Announces Full Exercise of Underwriters’ Over-Allotment Option in Connection with Initial Public Offering” dated January 21, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
January 21, 2026 |
Buda
Juice, Inc. |
| |
|
|
| |
By: |
/s/
Horatio Lonsdale-Hands |
| |
Name: |
Horatio
Lonsdale-Hands |
| |
Title: |
Chief
Executive Officer |