Suncrete Inc-A美股招股说明书(2026-08-14版)

52,299,704 Shares of Class A Common Stock(Inclusive of 23,714,609 shares of Class A Common Stock Issuable Upon Conversion of Class B Common Stock, 473,800shares of Class A Common Stock Underlying Warrants, 2,525,094 shares of Class A Common Stock Underlying Pre-FundedWarrants, 1,444,445 shares of Class A Common Stock Underlying Series A Convertible Perpetual Preferred Stock and695,110 shares of Class A Common Stock Issuable Upon Exchange of Holdco Class B Common Shares)473,800 Warrants to Purchase Shares of Class A Common Stock Thisprospectus supplement updates and supplements the prospectus of Suncrete,Inc.,a Delaware corporation(the“Company,” “we,” “us” or “our”), dated May 14, 2026, which forms a part of our Registration Statement on Form S-1 (RegistrationNo. 333-295732) (the “Prospectus”). This prospectus supplement is being filed to update and supplement the information in theProspectus with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and ExchangeCommission (the “SEC”) on August 14, 2026 (“Form 10-Q”). Accordingly, we have attached the Form 10-Q to this prospectussupplement. Any information included in the Form 10-Q that is furnished shall not be deemed to be “filed” for the purposes ofSection 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated byreference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth byspecific reference in such filing. This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates andsupplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and thisprospectus supplement, you should rely on 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 acontrolled company, we are exempt from certain Nasdaq governance requirements that otherwise apply to the composition andfunction of our board of directors (the “Board”). As a result, (i) our Board does not have a majority of independent directors, (ii) thecompensation of our executive officers is not determined by a majority of the independent directors or a committee of independentdirectors, and (iii) director nominees are not selected or recommended by a majority of the independent directors or a committee ofindependent directors. As of August 10, 2026, the SunTx Group (as defined in the Prospectus) beneficially owned approximately82.1% of the voting power of our outstanding common stock. If at any time we cease to be a controlled company, we will take allaction necessary to comply with the listing rules of Nasdaq, including appointing a majority of independent directors to our Boardand ensuring our compensation committee and nominating and corporate governance committee are each composed entirely ofindependent directors, subject to any permitted “phase-in” periods. Our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), is listed on The Nasdaq Global Marketand Nasdaq Texas under the symbol “RMIX.” On August 13, 2026, the last reported sales price of the Class A Common Stock was$18.82 per share. We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect tocomply with certain reduced public company reporting requirements for this and future filings. Investing in our securities involves risk. See the sections entitled “Risk Factors” beginning on page 18 of the Prospectusand under similar headings in any further amendments or supplements to the Prospectus to read about factors you shouldconsider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this prospectus supplement is August 14, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 Suncrete, Inc. (Exact Name of Registrant as Specified in its Charter) Registrant’s telephone number, including area code: (918) 355-5700 Securities registered pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLCNasdaq Texas, LLC Class A common stock, par value $0.0001 per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File requ