Suncrete (RMIX) registers 52.3M shares; acquires ABC Block for $27.2M

Rhea-AI Filing Summary

Suncrete, Inc. files a prospectus supplement updating its Registration Statement to register 52,299,704 shares of Class A Common Stock and 473,800 warrants as disclosed in the supplement dated June 12, 2026. The supplement incorporates a June 8, 2026 Current Report on Form 8-K reporting the acquisition of Newoods, Inc.

The Form 8-K states the Acquisition consideration consisted of $27.2 million in cash (subject to adjustments) and 587,726 shares of Class A Common Stock issued at closing. The supplement describes control status: the SunTx Group beneficially owned approximately 82.6% of voting power as of May 5, 2026.

Insights

M&A Counsel

Acquisition closed for cash plus equity; purchase price mechanics and escrow/adjustments govern final consideration.

The Purchase Agreement completed on June 8, 2026 reflects aggregate consideration of $27.2 million in cash, "subject to certain adjustments," and issuance of 587,726 shares of Class A Common Stock. The closing was reported on Form 8-K and incorporated into the prospectus supplement.

The operative risk is the adjustment mechanism in the Purchase Agreement; subsequent filings or the agreement text will show whether there is an escrow, holdback, or post‑closing true‑up that could change cash paid. Monitor future filings for adjustment details and any related schedule references.

Capital Markets Analyst

Prospectus supplement registers a large block of common shares and warrants while disclosing an acquisition funded partly by newly issued stock.

The prospectus supplement lists 52,299,704 shares of Class A Common Stock (inclusive of various underlying instruments) and 473,800 warrants as registered. The filing also discloses the last reported share price of $20.20 per share on June 11, 2026.

Share issuance of 587,726 shares as part of the Acquisition was completed in reliance on Section 4(a)(2)/Rule 506 exemptions. Subsequent filings will clarify any resale limitations or lockups affecting liquidity; timing and resale mechanics are not elaborated in the supplement.

Key Figures

Registered shares: 52,299,704 shares Registered warrants: 473,800 warrants Acquisition cash consideration: $27.2 million +3 more

6 metrics

Registered shares 52,299,704 shares Class A Common Stock (inclusive of convertible/underlying instruments)

Registered warrants 473,800 warrants Warrants to purchase Class A Common Stock

Acquisition cash consideration $27.2 million Aggregate cash consideration for Newoods, Inc., subject to adjustments

Shares issued at closing 587,726 shares Class A Common Stock issued in connection with the Acquisition

Last reported share price $20.20 Last reported sales price of Class A Common Stock on <date>June 11, 2026</date>

Controller voting power 82.6% SunTx Group beneficial ownership of voting power as of <date>May 5, 2026</date>

Key Terms

prospectus supplement, Section 4(a)(2), Rule 506, controlled company

4 terms

prospectus supplement regulatory

"This prospectus supplement updates and supplements the prospectus of Suncrete, Inc."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Section 4(a)(2) regulatory

"issuance ... was made in reliance on the exemption from registration provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506 regulatory

"and/or Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering"

A Securities and Exchange Commission rule that lets companies sell securities without registering them with the SEC when they meet certain conditions, commonly used for private placements. It allows issuers to raise unlimited capital from accredited investors and, in some versions, a small number of knowledgeable non‑accredited investors; one version also permits public advertising if the seller takes steps to verify investor credentials. For investors, it signals a private offering with lighter disclosure and different protections than a public stock sale, similar to buying into a private club rather than a publicly traded marketplace.

controlled company corporate

"We are a "controlled company" within the meaning of the listing rules of The Nasdaq Stock Market"

A controlled company is a publicly traded firm where one shareholder or a small group holds enough voting power to determine board members and major strategic choices. For investors this matters because control can speed decision-making and protect long-term plans, but it also raises the risk that majority owners will favor their own interests over minority shareholders, reducing outside oversight—like a family-owned restaurant that sold shares but the family still calls the shots.

Offering Details

shelf

Offering

Offering Type shelf

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Available on EDGAR 06/12/2026 - 05:12 PM Accepted by SEC EDGAR 06/12/2026 - 05:05 PM Learn about SEC filing dates

FAQ

What does the Suncrete (RMIX) prospectus supplement register?

It registers 52,299,704 shares of Class A Common Stock and 473,800 warrants, as stated in the prospectus supplement dated June 12, 2026. The figure includes shares issuable upon conversion and underlying securities described in the supplement.

What consideration did Suncrete pay to acquire Newoods, Inc.?

The acquisition consideration consisted of $27.2 million in cash (subject to adjustments) and 587,726 shares of Class A Common Stock, per the Form 8-K dated June 8, 2026 attached to the supplement.

How much voting control does the SunTx Group hold in Suncrete (RMIX)?

The SunTx Group beneficially owned approximately 82.6% of the voting power as of May 5, 2026, a disclosure included in the prospectus supplement regarding controlled company status.

Was the stock issued in the acquisition registered?

No. The issuance of the 587,726 shares in connection with the acquisition was made in reliance on Section 4(a)(2) and/or Rule 506, described as a transaction not involving a public offering in the Form 8-K.

What was Suncrete's last reported share price noted in the supplement?

The supplement reports the last reported sales price of Class A Common Stock as $20.20 per share on June 11, 2026, as stated in the prospectus supplement.

Prospectus Supplement No. 6 (to Prospectus dated May 14, 2026) Filed Pursuant to Rule 424(b)(3) Registration No. 333-295732

SUNCRETE, INC.

52,299,704 Shares of Class A Common Stock

(Inclusive of 23,714,609 shares of Class A Common Stock Issuable Upon Conversion of Class B Common Stock, 473,800 shares of Class A Common Stock Underlying Warrants, 2,525,094 shares of Class A Common Stock Underlying Pre-Funded Warrants, 1,444,445 shares of Class A Common Stock Underlying Series A Convertible Perpetual Preferred Stock and 695,110 shares of Class A Common Stock Issuable Upon Exchange of Holdco Class B Common Shares)

473,800 Warrants to Purchase Shares of Class A Common Stock

This prospectus supplement updates and supplements the prospectus of Suncrete, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), dated May 14, 2026, which forms a part of our Registration Statement on Form S-1 (Registration No. 333-295732) (the “Prospectus”). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on June 12, 2026 (“Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement. Any information included in the Form 8-K that is furnished shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

We are a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market, LLC (“Nasdaq”). As a controlled company, we are exempt from certain Nasdaq governance requirements that otherwise apply to the composition and function of our board of directors (the “Board”). As a result, (i) our Board does not have a majority of independent directors, (ii) the compensation of our executive officers is not determined by a majority of the independent directors or a committee of independent directors, and (iii) director nominees are not selected or recommended by a majority of the independent directors or a committee of independent directors. As of May 5, 2026, the SunTx Group (as defined in the Prospectus) beneficially owned approximately 82.6% of the voting power of our outstanding common stock. If at any time we cease to be a controlled company, we will take all action necessary to comply with the listing rules of Nasdaq, including appointing a majority of independent directors to our Board and ensuring our compensation committee and nominating and corporate governance committee are each composed entirely of independent directors, subject to any permitted “phase-in” periods.

Our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), is listed on The Nasdaq Global Market and Nasdaq Texas under the symbol “RMIX.” On June 11, 2026, the last reported sales price of the Class A Common Stock was $20.20 per share. We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings.

Investing in our securities involves risk. See the sections entitled “Risk Factors” beginning on page 18 of the Prospectus and under similar headings in any further amendments or supplements to the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is June 12, 2026.

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): June 8, 2026

Suncrete, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-43227		39-4989597
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

521 E. 2nd Street

Tulsa, Oklahoma 74120

(Address of principal executive offices, including zip code)

(918) 355-5700

Registrant’s telephone number, including area code

Not Applicable

(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
Class A common stock, par value $0.0001 per share		RMIX		The Nasdaq Stock Market LLC
(indicate by check)
				Nasdaq Texas, 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 3.02 Unregistered Sales of Equity Securities

On June 8, 2026, Suncrete, Inc., a Delaware corporation (the “Company”), through its indirect wholly owned subsidiary, acquired Newoods, Inc., an Arkansas corporation d/b/a ABC Block Company, a concrete product supplier (the “Acquisition”), pursuant to that certain Purchase and Sale and Contribution Agreement, dated as of June 8, 2026 (the “Purchase Agreement”). After giving effect to the transactions contemplated by the Purchase Agreement, the aggregate consideration consisted of $27.2 million in cash, subject to certain adjustments as set forth in the Purchase Agreement, and 587,726 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”). The issuance of the shares of Class A Common Stock in connection with the closing of the Acquisition was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.

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.

		SUNCRETE, INC.
Date: June 12, 2026		By:		/s/ Randall Edgar
				Name:		Randall Edgar
				Title:		Chief Executive Officer