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Suncrete (Nasdaq: RMIX) snaps up ABC Block in $27.2M cash-and-stock deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Suncrete, Inc. reported that it acquired Newoods, Inc., which does business as ABC Block Company, a concrete product supplier, through an indirect wholly owned subsidiary on June 8, 2026. The deal consideration includes $27.2 million in cash, subject to adjustments in the purchase agreement, plus 587,726 shares of Suncrete Class A common stock.

The stock issued in the transaction was not registered with the SEC but was issued as a private offering in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D. This combination of cash and equity expands Suncrete’s concrete products footprint by adding ABC Block Company to its operations.

Positive

  • None.

Negative

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Insights

Suncrete uses cash and stock to acquire a concrete supplier in a private deal.

Suncrete completed the acquisition of Newoods, Inc. d/b/a ABC Block Company using $27.2 million in cash, subject to adjustments, plus 587,726 shares of Class A common stock. Structuring consideration as both cash and equity aligns the seller with the ongoing business.

The shares were issued under Section 4(a)(2) and Rule 506 of Regulation D, meaning they were sold in a private placement rather than a public offering. This avoids a separate public registration process but results in restricted securities for the recipients.

The filing does not quantify Newoods’ revenue or earnings contribution, so the financial impact and any dilution from the 587,726 new shares must be assessed from future company disclosures and periodic reports rather than this transaction notice alone.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Cash consideration $27.2 million Aggregate cash consideration for Newoods, Inc. acquisition, subject to adjustments
Share consideration 587,726 shares Class A common stock issued as part of acquisition consideration
Securities exemption Section 4(a)(2) and/or Rule 506 Exemptions relied upon for issuing acquisition shares in a private offering
Acquisition date June 8, 2026 Closing date and date of Purchase and Sale and Contribution Agreement
Purchase and Sale and Contribution Agreement financial
"pursuant to that certain Purchase and Sale and Contribution Agreement, dated as of June 8, 2026"
Section 4(a)(2) of the Securities Act of 1933 regulatory
"in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
Rule 506 of Regulation D regulatory
"and/or Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering"
Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
false 0002094433 0002094433 2026-06-08 2026-06-08
 
 

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

Source: View Original Filing on SEC EDGAR

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