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Suncrete (NASDAQ: RMIX) uses stock for ready-mix acquisition with earnout up to $10M

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

Rhea-AI Filing Summary

Suncrete, Inc. issued 259,291 shares of Class A common stock in connection with acquiring a ready-mix company. This stock issuance serves as part of the purchase price for the deal.

The acquisition agreement also includes an earnout of up to $10 million, which Suncrete may, at its sole discretion, pay in cash or by issuing additional Class A shares based on a future average closing stock price, subject to stated limitations. Both the closing-share issuance and any future earnout-related share issuances rely on private offering exemptions under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.

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Insights

Suncrete uses stock for an acquisition with a sizeable, flexible earnout.

Suncrete, Inc. used 259,291 shares of Class A common stock as consideration to acquire a ready-mix company. The agreement also provides an earnout of up to $10 million, payable in cash or additional shares at a future average closing stock price, giving the company flexibility in structuring payment.

The transaction relies on private-offering exemptions under Section 4(a)(2) and Rule 506 of Regulation D, meaning the issuances are not registered public offerings. Actual dilution from any earnout-related share issuances will depend on the future stock price and whether the company chooses stock instead of cash.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Shares issued for acquisition 259,291 shares Class A common stock issued as closing consideration
Maximum earnout amount $10 million Contingent consideration under acquisition agreement
Securities Act exemption Section 4(a)(2) Exemption used for share issuance
Regulation D rule Rule 506 Private offering exemption for current and potential future issuances
earnout financial
"The acquisition agreement provides for an earnout of up to $10 million"
An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.
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 x"
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.
Understanding 8-K Material Events →
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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): April 29, 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)

 

817 E. 4th 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 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 x

 

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 April 29, 2026, Suncrete, Inc., a Delaware corporation (the “Company”), issued an aggregate of 259,291 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) in connection with the acquisition of a ready-mix company. The acquisition agreement provides for an earnout of up to $10 million, which the Company and its subsidiaries have the option (in its sole discretion) to pay in cash or satisfy through the Company’s issuance of additional shares of Class A Common Stock at a future average closing stock price, subject to certain limitations. The issuance of the closing shares was made, and the issuance of any shares in satisfaction of the earnout will be made, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, 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: May 5, 2026 By: /s/ Randall Edgar
    Name: Randall Edgar
    Title: Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Suncrete, Inc. (RMIX) announce regarding new share issuance?

Suncrete, Inc. issued 259,291 shares of Class A common stock as part of the consideration to acquire a ready-mix company. These shares represent the closing equity portion of the transaction and were issued in a private, non-public offering under securities law exemptions.

How large is the earnout in Suncrete, Inc.’s ready-mix acquisition?

The acquisition agreement includes an earnout of up to $10 million. Suncrete and its subsidiaries may pay this amount either in cash or by issuing additional Class A common shares, using a future average closing stock price as the basis for any share calculation.

How can Suncrete, Inc. (RMIX) pay the $10 million earnout?

Suncrete may, at its sole discretion, pay the earnout in cash or in additional Class A common stock. If shares are used, they will be valued using a future average closing stock price, and the payment remains subject to certain limitations stated in the acquisition agreement.

Under what securities law exemptions were Suncrete’s new shares issued?

Suncrete states that both the closing-share issuance and any future earnout-related share issuances rely on Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D, treating the transaction as a private offering rather than a registered public offering.

What type of company did Suncrete, Inc. acquire using stock consideration?

Suncrete, Inc. acquired a ready-mix company, using 259,291 shares of Class A common stock as part of the consideration. The deal structure also provides for a potential $10 million earnout payable in cash or additional shares under agreed terms and limitations.

Filing Exhibits & Attachments

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