UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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): April 1, 2019

 


 

CONCRETE PUMPING HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

001-38166

83-1779605

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

6461 Downing Street

Denver, Colorado 80229

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (303) 289-7497

 

N/A
(Former name or former address, if changed since last report)

 


 

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 the following 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☑

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 8.01.

Other Events.

 

On April 1, 2019, Concrete Pumping Holdings, Inc. (the “Company”) issued a press release announcing the commencement of (i) its offer to each holder of (x) its publicly traded warrants (“public warrants”) to purchase shares of common stock, par value of $0.0001 per share, of the Company (“common stock”) and (y) its warrants to purchase common stock issued in a private placement concurrently with the closing of Industrea Acquisition Corp.’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 the offer (the “Offer”), and (ii) the solicitation of consents (the “Consent Solicitation”) from holders of the public warrants to amend the Warrant Agreement, dated as of July 26, 2017, by and between the Company and Continental Stock Transfer & Trust Company, which governs all of the warrants. If approved, the Warrant Amendment would permit the Company to require that each warrant that is outstanding upon the closing of the Offer be converted into 0.1895 shares of common stock. The Offer and Consent Solicitation are made solely upon the terms and conditions in a Prospectus/Offer to Exchange and other related offering materials that are being distributed to holders of the warrants. The Offer and Consent Solicitation will be open until 11:59 p.m., Eastern Daylight Time, on April 26, 2019, or such later time and date to which the Company may extend.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

  

Description

99.1

  

Press release dated April 1, 2019

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CONCRETE PUMPING HOLDINGS, INC.

     
 

By:

/s/ Iain Humphries

   

Name: Iain Humphries

   

Title: Chief Financial Officer and Secretary

     

Dated: April 1, 2019