3: Initial statement of beneficial ownership of securities
Published on April 8, 2026
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/08/2026 |
3. Issuer Name and Ticker or Trading Symbol
Suncrete, Inc. [ RMIX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock | (1)(2) | (1)(2) | Class A Common Stock | 5,300,000 | (1)(2) | I | By Dothan Independent GP, LP(3) |
| Class B Common Stock | (1)(2) | (1)(2) | Class A Common Stock | 18,414,609 | (1)(2) | I | By Dothan Concrete Investors, LLC(4)(5) |
| Private Placement Warrants | 05/08/2026 | 04/08/2031 | Class A Common Stock | 398,800 | 11.5 | I | By Dothan Independent GP, LP(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), of Suncrete, Inc. (the "Issuer") is convertible at any time at the option of the holder thereof into one share of Class A Common Stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"). In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B Common Stock, all outstanding shares of Class B Common Stock will be converted into shares of Class A Common Stock. Further, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, whether or not for value, except upon certain transfers described in the Issuer's amended and restated certificate of incorporation. The holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters submitted to a vote of stockholders. |
| 2. The holders of Class A Common Stock are entitled to one vote per share and the holders of the Class B Common Stock are entitled to 10 votes per share. The shares of Class B Common Stock do not expire. |
| 3. These shares of Class B Common Stock of the Issuer are directly held by Dothan Independent GP, LP ("Dothan Independent"). The general partner of Dothan Independent is Dothan Sponsor, LLC ("Dothan Sponsor"). Ned N. Fleming, III is the sole manager of Dothan Sponsor. Each of Dothan Independent, Dothan Sponsor and Mr. Fleming may be deemed to beneficially own securities of the Issuer held by Dothan Independent. Each such entity and person disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
| 4. These shares of Class B Common Stock of the Issuer are directly held by Dothan Concrete Investors, LLC ("Dothan Concrete Investors"). The manager of Dothan Concrete Investors is Dothan Concrete Manager, LLC ("Dothan Concrete Manager"). The manager of Dothan Concrete Manager is SunTx Capital Management Corp. ("SunTx Capital Management"). Mr. Fleming is the sole shareholder and director of SunTx Capital Management and Mark R. Matteson is an executive officer of SunTx Capital Management. Each of Dothan Concrete Manager, SunTx Capital Management, Mr. Fleming and Mr. Matteson may be deemed to beneficially own securities of the Issuer held by Dothan Concrete Investors. |
| 5. Each such entity and person disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose. |
| Remarks: |
| Each of Ned N. Fleming, III and Mark R. Matteson serves on the Board of Directors of the Issuer. For purposes of Section 16 of the Exchange Act, the Reporting Persons other than Mr. Fleming and Mr. Matteson are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. |
| NED N. FLEMING, III Name: /s/ Ned N. Fleming, III | 04/08/2026 | |
| MARK R. MATTESON, Name: /s/ Mark R. Matteson | 04/08/2026 | |
| SUNTX CAPITAL MANAGEMENT CORP., Name: /s/ Ned N. Fleming, III, Title: Director | 04/08/2026 | |
| DOTHAN CONCRETE MANAGER, LLC, By: SunTx Capital Management Corp., its manager, Name: /s/ Ned N. Fleming, III, Title: Director | 04/08/2026 | |
| DOTHAN CONCRETE INVESTORS, LLC, By: Dothan Concrete Manager, LLC, its manager, By: SunTx Capital Management Corp., its manager, Name: /s/ Ned N. Fleming, III, Title: Director | 04/08/2026 | |
| DOTHAN SPONSOR, LLC, Name: /s/ Ned N. Fleming, III, Title: Manager | 04/08/2026 | |
| DOTHAN INDEPENDENT GP, LP, By: Dothan Sponsor, LLC, its general partner, Name: /s/ Ned N. Fleming, III, Title: Manager | 04/08/2026 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.