Suncrete, Inc. 8-K

What Happened Suncrete, Inc. (RMIX) reported that, through an indirect wholly owned subsidiary, it acquired Newoods, Inc., doing business as ABC Block Company, pursuant to a Purchase and Sale and Contribution Agreement dated June 8, 2026. The aggregate consideration at closing was $27.2 million in cash (subject to adjustments under the Purchase Agreement) plus 587,726 shares of the Company’s Class A Common Stock. The issuance of the stock in connection with the closing was made as an unregistered sale relying on the exemption under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.

Key Details

• Acquisition target: Newoods, Inc. (d/b/a ABC Block Company), a concrete product supplier.
• Agreement date: Purchase Agreement dated June 8, 2026; closing consummated pursuant to that agreement.
• Consideration: $27.2 million cash (subject to contractual adjustments) and 587,726 shares of Class A Common Stock.
• Securities treatment: Shares issued in reliance on Section 4(a)(2) and/or Rule 506 of Regulation D (unregistered transaction).

Why It Matters This filing informs investors that Suncrete expanded its operations through a cash-and-stock acquisition, which uses both cash resources and equity dilution to complete the deal. The unregistered issuance note tells investors the stock issuance was a private placement exempt from SEC registration, which is common in acquisitions but may affect share count and ownership. The cash amount and possible post-closing adjustments are material to understanding near-term cash outflow and capital structure impacts.