Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

CONCRETE PUMPING HOLDINGS, INC.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

206704 108

 (CUSIP Number)

 

Elliott Smith

Winston & Strawn, LLP

200 Park Avenue

New York, New York 10166

(212) 294-6787

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 29, 2019

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 206704 108

1			NAMES OF REPORTING PERSONS Argand Partners, LP, on behalf of itself and its controlled affiliates
2			CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3			SEC USE ONLY
4			SOURCE OF FUNDS AF
5			CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6			CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7		SOLE VOTING POWER 0
			8		SHARED VOTING POWER 13,852,138(1)
			9		SOLE DISPOSITIVE POWER 0
			10		SHARED DISPOSITIVE POWER 13,852,138 (1)
11			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,852,138 (1)
12			CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.4%(2)
14			TYPE OF REPORTING PERSON PN; HC

	(1)	Interests consist of (i) 6,067,825 shares held CFLL Sponsor Holdings, LLC (f/k/a Industrea Alexandria LLC) (the “Sponsor”) and (ii) 7,784,313 shares held by CFLL Holdings, LLC (“CFLL Holdings”). Howard D. Morgan, Heather L. Faust, Tariq Osman, Joseph Del Toro and Charles Burns are the managers of the Sponsor and CFLL Holdings, share voting and investment discretion with respect to the common stock held by the Sponsor, and each has individual voting and investment discretion with respect to the common stock held by CFLL Holdings. The Sponsor and CFLL Holdings are 100% owned by funds managed by the Reporting Person. Investment decisions made by the Reporting Person require the unanimous approval of its investment committee, which is comprised of Messrs. Morgan and Osman and Ms. Faust.
	(2)	Based on 40,214,153 shares of Common Stock estimated outstanding as of April 29, 2019.

 

 

This Amendment No. 1 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 17, 2018 (the “Original Schedule 13D”). Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.

 

ITEM 4. PURPOSE OF TRANSACTION.

 

Item 4 of the Original Schedule 13D is hereby amended by inserting the following as new paragraphs at the end of the section entitled “Argand Subscription Agreement”:

 

On December 31, 2018, the Funds transferred the 7,784,313 shares issued pursuant to the Argand Subscription Agreement to CFLL Holdings, LLC.

 

Warrant Exchange

 

On April 1, 2019, the Issuer commenced an offer to each holder of (x) its publicly traded warrants (“public warrants”) to purchase shares of Common Stock and (y) its warrants to purchase Common Stock issued in a private placement concurrently with the closing of Industrea’s initial public offering (the “private placement warrants” and together with the public warrants, the “warrants”) the opportunity to receive 0.2105 shares of Common Stock in exchange for each outstanding public warrant tendered and 0.1538 shares of Common Stock in exchange for each outstanding private placement warrant tendered pursuant to such offer (the “Offer”). The Offer expired at 11:59 p.m. Eastern Daylight Time on April 26, 2019.

 

Prior to the Offer, the Sponsor held 10,822,500 private placement warrants. The Sponsor validly tendered such warrants in the Offer and received an aggregate of 1,644,500 shares of Common Stock in exchange for such warrants on April 29, 2019.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

 

(a)

and (b) The information contained on the cover pages to this Schedule and set forth in Item 4 hereof is incorporated herein by reference.

 

(c)

Except for the transactions described in Item 4 and Item 6 of this Schedule 13D, the Reporting Person has not engaged in any transaction during the past 60 days involving common stock of the Issuer.

 

(d)

None.

 

(e)

Not applicable.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

 

The following documents are filed as exhibits to this Schedule:

 

Exhibit Number	Description
1.	Power of Attorney of Argand regarding Schedule 13D filings (incorporated by reference to Exhibit 24.1 to the Form 3 filed by Argand with the SEC on December 11, 2018).

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 3, 2019	ARGAND PARTNERS, LP
	By:	/s/ Elliott M. Smith
		Elliott Smith
		Attorney-in-fact