Suncrete, Inc.

8-K · d136758d8k.htm

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