Suncrete Inc-A美股招股说明书(2026-07-07版)

52,299,704 Shares of ClassA Common Stock(Inclusive of 23,714,609 shares of ClassA Common Stock Issuable Upon Conversion of ClassB Common Stock, 473,800 shares of ClassA Common Stock Underlying Warrants, 2,525,094 shares ofClassA Common Stock Underlying Pre-Funded Warrants, 1,444,445 shares of ClassA Common StockUnderlying Series A Convertible Perpetual Preferred Stock and 695,110 shares of ClassA CommonStock Issuable Upon Exchange of Holdco ClassB Common Shares)473,800 Warrants to Purchase Shares of ClassA Common Stock This prospectus supplement updates and supplements the prospectus of Suncrete, Inc., a Delaware corporation (the “Company,” “we,” “us” or“our”), dated May14, 2026, which forms a part of our Registration Statement on Form S-1 (Registration No.333-295732) (the “Prospectus”). Thisprospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Reporton Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July7, 2026 (“Form 8-K”). Accordingly, we have attached the Form8-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 ofSection18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into anyfiling 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 theinformation in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should relyon 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 determinedby a majority of the independent directors or a committee of independent directors, and (iii)director nominees are not selected or recommended by amajority of the independent directors or a committee of independent directors. As of May5, 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, wewill take all action necessary to comply with the listing rules of Nasdaq, including appointing a majority of independent directors to our Board andensuring our compensation committee and nominating and corporate governance committee are each composed entirely of independent directors,subject to any permitted “phase-in” periods. Our ClassA common stock, par value $0.0001 per share (“ClassA Common Stock”), is listed on The Nasdaq Global Market and Nasdaq Texasunder the symbol “RMIX.” On July6, 2026, the last reported sales price of the ClassA Common Stock was $21.23 per share. We are an “emerginggrowth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reportingrequirements for this and future filings. Investing in our securities involves risk. See the sections entitled “Risk Factors” beginning on page 18 of theProspectus and under similar headings in any further amendments or supplements to the Prospectus to read aboutfactors 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 ordetermined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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): June30, 2026 Suncrete, Inc. (Exact name of registrant as specified in its charter) 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 thefollowing 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 Section12(b) of the Ac