S-4 1 tv502340-s4.htm FORM S-4 tv502340-s4 - none - 65.3268735s
As filed with the United States Securities and Exchange Commission on September 10, 2018
Registration No: 333-       ​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Concrete Pumping Holdings Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
1771
83-1779605
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
28 West 44th Street, Suite 501
New York, New York 10036
Telephone: (212) 871-1107
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Joseph Del Toro
c/o Industrea Acquisition Corp.
28 West 44th Street, Suite 501
New York, New York 10036
Telephone: (212) 871-1107
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joel L. Rubinstein
Elliott M. Smith
Winston & Strawn LLP
200 Park Avenue
New York, New York 10166
(212) 294-6700
Steven B. Stokdyk
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, California 90071
(213) 485-1234
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Merger Agreement described in the included proxy statement/​prospectus have been satisfied or waived.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee(5)
Shares of common stock, par value $0.0001 per share(1)
40,386,709 $ 9.97(3) $ 402,655,491.22(3) $ 50,130.61
Shares of common stock underlying warrants(2)
23,000,000 $ 11.50(4) $ 264,500,000 $ 32,930.25
Total
$ 667,155,491.22 $ 83,060.86
(1)
Represents shares of common stock of Concrete Pumping Holdings Acquisition Corp. (“Newco”) to be issued pursuant to the merger of Industrea Acquisition Merger Sub, Inc., a wholly owned subsidiary of Newco, with and into Industrea Acquisition Corp. (“Industrea”) (the “Industrea Merger”), as described in the proxy statement/prospectus included in this registration statement. As a result of the Industrea Merger, Industrea will become a wholly owned subsidiary of Newco. Such shares include (i) 23,000,000 shares to be issued in exchange for shares of Industrea Class A common stock initially issued in Industrea’s initial public offering, (ii) up to 7,696,078 shares that may be issued in exchange for shares of Industrea Class A common stock issued upon the conversion of Industrea’s Class B common stock prior to closing of the business combination described in the proxy statement/prospectus included in this registration statement (the “Business Combination”), and (iii) up to 9,690,631 shares that may be issuable in exchange for shares of Industrea Class A common stock to be issued in private placements completed immediately prior to the closing of the Business Combination.
(2)
Represents shares of common stock of Newco issuable upon exercise of warrants included as part of the units issued in Industrea’s initial public offering, which warrants will be assumed by Newco pursuant to the Industrea Merger. Pursuant to the terms of the warrants, each such warrant will automatically entitle the holder to purchase one share of common stock of Newco in lieu of one share of Industrea common stock at a price of  $11.50 per share 30 days after the consummation of the Business Combination.
(3)
Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), calculated based on the average high and low prices for the shares of common stock of Industrea (the company to which Newco will succeed after the Business Combination) on The Nasdaq Capital Market on September 7, 2018, which was $9.97.
(4)
Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.
(5)
Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001245.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION, DATED SEPTEMBER 10, 2018
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF INDUSTREA ACQUISITION CORP.
AND
PROSPECTUS FOR 63,386,709 SHARES OF COMMON STOCK
OF
CONCRETE PUMPING HOLDINGS ACQUISITION CORP.
(TO BE RENAMED CONCRETE PUMPING HOLDINGS, INC.)
The board of directors of Industrea Acquisition Corp. (“Industrea”) has unanimously approved the Agreement and Plan of Merger, dated September 7, 2018, by and among Industrea, Concrete Pumping Holdings Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Industrea (“Newco”), Concrete Pumping Holdings, Inc., a Delaware corporation (“CPH”), certain subsidiaries of Newco, and PGP Investors, LLC, solely in its capacity as the initial Holder Representative (the “Merger Agreement”), pursuant to which (a) a wholly owned indirect subsidiary of Newco will be merged with and into CPH, with CPH surviving the merger as a wholly owned indirect subsidiary of Newco (the “CPH Merger”), and (b) a wholly owned direct subsidiary of Newco will be merged with and into Industrea, with Industrea surviving the merger as a wholly owned subsidiary of Newco (the “Industrea Merger”). The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A.
Under the Merger Agreement, (i) pursuant to the CPH Merger, Newco will indirectly acquire CPH for aggregate consideration of  $610 million (subject to certain customary adjustments), payable in cash after taking into account (x) a portion of the shares of CPH capital stock that are contributed to Newco in exchange for shares of Newco’s common stock (“Newco common stock”) (valued at $10.20 per share) prior to the consummation of the CPH Merger and (y) any CPH options that are converted into Newco options, and (ii) pursuant to the Industrea Merger, all of the issued and outstanding shares of Industrea’s common stock will be exchanged on a one-for-one basis for shares of common stock of Newco, and all of the outstanding warrants to purchase Industrea’s common stock will be exercisable for an equal number of shares of Newco common stock on the existing terms and conditions of such warrants. The cash portion of the consideration payable in the CPH Merger is expected to be between $446.9 million and $550.0 million, depending on the number of shares of Industrea’s Class A common stock (“public shares”) that are redeemed in connection with the closing of the Business Combination.
Newco intends to apply to list its common stock and warrants on The Nasdaq Capital Market under the symbols “BBCP” and “BBCPW,” respectively, upon the closing of the Business Combination. Industrea’s publicly-traded common stock, units and warrants are currently listed on The Nasdaq Capital Market under the symbols “INDU,” “INDUU” and “INDUW,” respectively. Industrea’s publicly-traded units will automatically separate into the component securities upon consummation of the Business Combination.
This proxy statement/prospectus covers the following shares of Newco common stock: (i) assuming no public stockholders exercise their redemption rights, 23,000,000 shares to be issued in exchange for shares of Class A common stock initially issued in Industrea’s initial public offering, (ii) 23,000,000 shares underlying the public warrants, which will become exercisable for shares of Newco common stock following the Business Combination, (iii) up to 7,696,078 shares that may be issued in exchange for shares of Class A common stock issued upon the conversion of Class B common stock prior to closing of the Business Combination, and (iv) up to 9,690,631 shares that may be issuable in exchange for shares of Class A common stock issued in private placements completed immediately prior to the closing of the Business Combination.
Industrea is providing the accompanying proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at a special meeting of stockholders to be held on [      ], 2018 for the purpose of voting on the the Merger Agreement and the other matters described herein. Whether or not you plan to attend the special meeting, we urge all of Industrea’s stockholders to read the accompanying proxy statement/prospectus, including the Annexes and the accompanying financials statements of Industrea and CPH, carefully and in their entirety. In particular, we urge you to read carefully the section entitled “Risk Factors” beginning on page 51 of the accompanying proxy statement/prospectus.

Each of Industrea and Newco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated            , 2018, and is expected to be first mailed to stockholders on or about            , 2018.

Industrea Acquisition Corp.
28 West 44th Street, Suite 501
New York, New York 10036
NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS OF INDUSTREA ACQUISITION CORP.
TO BE HELD [           ], 2018
To the Stockholders of Industrea Acquisition Corp.:
NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Industrea Acquisition Corp., a Delaware corporation (“Industrea”), will be held on [           ], 2018, at 10:00 a.m., Eastern Time, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166 (the “Special Meeting”). You are cordially invited to attend the Special Meeting to conduct the following items of business:
1.
Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 7, 2018, by and among Industrea, Concrete Pumping Holdings Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Industrea (“Newco”), Concrete Pumping Holdings, Inc., a Delaware corporation (“CPH”), certain subsidiaries of Newco, and PGP Investors, LLC, solely in its capacity as the initial Holder Representative, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby (the “Business Combination” and such proposal, the “Business Combination Proposal”);
2.
Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Industrea’s issued and outstanding common stock pursuant to the Business Combination (the “Nasdaq Proposal”);
3.
Charter Proposals — To consider and vote upon separate proposals (collectively, the “Charter Proposals”) to approve the following material differences between the proposed amended and restated certificate of incorporation of Newco (the “Newco Charter”) that will be in effect upon the closing of the Business Combination and Industrea’s current amended and restated certificate of incorporation (the “Industrea Charter”):
a.
the name of the new public company will be “Concrete Pumping Holdings, Inc.” as opposed to “Industrea Acquisition Corp.”;
b.
Newco will have 500,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, as opposed to Industrea having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and
c.
the Newco Charter will not include the various provisions applicable only to special purpose acquisition companies that the Industrea Charter contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time);
4.
Director Election Proposal — To consider and vote upon a proposal to elect nine directors who, upon consummation of the Business Combination, will be the directors of Newco (the “Director Election Proposal”);
5.
Incentive Plan Proposal — To consider and vote upon a proposal to approve the Concrete Pumping Holdings, Inc. 2018 Omnibus Incentive Plan (the “Incentive Plan”), which is an incentive compensation plan for employees, directors and consultants of Newco and its subsidiaries, including CPH, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Incentive Plan Proposal”); and

6.
Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal (the “Adjournment Proposal”).
The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Merger Agreement. We urge you to read carefully the accompanying proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of Industrea and CPH.
In order to finance a portion of the cash consideration payable in the Business Combination and the costs and expenses incurred in connection therewith, Newco and Industrea have entered into (i) a subscription agreement with the Argand Partners Fund , LP (the “Argand Investor”), an affiliate of our sponsor, Industrea Alexandria LLC (our “Sponsor”), pursuant to which the Argand Investor has agreed to purchase immediately prior to the closing of the Business Combination 5,333,333 shares of Industrea’s common stock at a price of  $10.20 per share, or an aggregate cash purchase price of  $54.4 million, plus, up to an additional 2,450,980 shares of Industrea’s common stock at a price of  $10.20 per share, or up to an aggregate cash purchase price of  $25.0 million, to offset redemptions of public shares, if any, in connection with the Business Combination if such redemptions exceed $106.5 million; (ii) a subscription agreement with an institutional investor (the “Lead Common Investor”), pursuant to which (x) the Lead Common Investor has agreed to purchase immediately prior to the closing of the Business Combination an aggregate of 1,715,686 shares of Industrea’s common stock at a price of  $10.20 per share, or an aggregate cash purchase price of  $17.5 million and (y) Industrea has agreed to issue an aggregate of 190,632 additional shares of Industrea’s common stock to the Lead Common Investor as consideration for the Lead Common Investor’s obligation to purchase Industrea’s common stock under such agreement (and the Sponsor will also forfeit an equal number of Founder Shares); and (iii) a subscription agreement with Nuveen Alternatives Advisors, LLC (together with one or more of its funds and accounts “Nuveen”), pursuant to which Nuveen has agreed to purchase immediately prior to the closing of the Business Combination, an aggregate of 2,450,980 shares of Newco’s Series A Zero-Dividend Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) at a price of  $10.20 per share, or an aggregate cash purchase price of $25.0 million. In addition, Concrete Merger Sub, a wholly owned indirect subsidiary of Newco that will merge with and into CPH in the CPH Merger, has entered into debt commitment letters with Credit Suisse Loan Funding LLC and Credit Suisse AG (“CS AG”) and Wells Fargo Securities (“Wells Fargo”) pursuant to which (i) CS AG has agreed to make available to the combined company at the closing of the Business Combination a seven-year term loan facility with an aggregate principal amount of  $350 million and (ii) Wells Fargo has agreed to make available to the combined company at the closing of the Business Combination a five-year asset based revolving credit facility in the aggregate committed amount of $60 million.
It is anticipated that, upon completion of the Business Combination, assuming no public stockholders exercise their redemption rights, taking into account (a) the Series A Preferred Stock on an as-converted basis and (b) all “in-the-money” options that will be issued at the closing of the Business Combination to certain current and former members of CPH management: (i) Industrea’s public stockholders will retain an ownership interest of approximately 52% in Newco; (ii) our Sponsor and its affiliates and our current independent directors (collectively, our “Initial Stockholders”) will own approximately 25% in Newco; (iii) CPH management will own approximately 9% (based on the most recent estimated investment amounts for members of CPH management, which may increase prior to the closing of the Business Combination); (iv) Nuveen will own approximately 6% in Newco; (v) the Lead Common Investor will own approximately 4%; (vi) BBCP Investors, LLC, an affiliate of PGP Investors LLC, will own approximately 2%; and (vii) the former CPH employee shareholders will hold approximately 2% of the issued and outstanding common stock of Newco.

The record date for the Special Meeting is [           ], 2018. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.
Our Sponsor and current independent directors (together with our Sponsor, our “Initial Stockholders”), officers and other current directors have agreed to vote any shares of Class B common stock (the “Founder Shares”) held by them and any public shares purchased during or after our initial public offering (our “IPO”) in favor of our Business Combination. Currently, our Initial Stockholders own 20% of our issued and outstanding shares of common stock, including all of the Founder Shares.
Pursuant to the Industrea Charter, we are providing our public stockholders with the opportunity to redeem, upon the closing of the Business Combination, public shares then held by them for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our IPO, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their public shares will not be reduced by the deferred underwriting commission totaling $8,050,000 that we will pay to the underwriters of our IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, as of August 31, 2018, the estimated per share redemption price would have been approximately $10.30. Public stockholders may elect to redeem their shares even if they vote “FOR” the Business Combination.
You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to [                 ], Eastern Time, on [           ], 2018, (a) submit a written request to Continental Stock Transfer & Trust Company, Industrea’s transfer agent (the “Transfer Agent”), that Industrea redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through Depository Trust Company.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.
A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of Class A common stock included in the units sold in our IPO. We have no specified maximum redemption threshold under the Industrea Charter, other than the aforementioned 15% threshold, except that in no event will we redeem shares of our Class A common stock in an amount that would cause our net tangible assets to be less than $5,000,001. Each redemption of public shares by our public stockholders will reduce the amount in our trust account. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of our public stockholders exercise their redemption rights with respect to their public shares.
Our Initial Stockholders, current officers and other current directors have agreed to waive their redemption rights with respect to any shares of our common stock they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata

calculation used to determine the per-share redemption price. Currently, our Initial Stockholders own 20% of our issued and outstanding shares of common stock, including all of the Founder Shares. Our Initial Stockholders, directors and officers have agreed to vote any shares of Industrea’s common stock owned by them in favor of the Business Combination.
The Business Combination is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal at the Special Meeting. Each of the proposals other than the Business Combination Proposal is conditioned on the approval of the Business Combination Proposal, other than the Adjournment Proposal, which is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
Approval of the Business Combination Proposal and each of the Charter Proposals require the affirmative vote of the holders of a majority of the outstanding shares of the common stock of Industrea. Approval of the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of the holders of majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote thereon at the Special Meeting. The election of directors pursuant to the Director Election Proposal will be determined by a plurality of the votes cast by stockholders present in person or by proxy at the Special Meeting and entitled to vote thereon. Industrea’s board of directors unanimously recommends that you vote “FOR” each of these proposals.
By Order of the Board of Directors,
David A.B. Brown
Chairman of the Board of Directors
New York, New York
           , 2018

ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about Industrea from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the public reference room of the U.S. Securities and Exchange Commission, or SEC, located at 100 F Street, N.E., Washington, D.C. 20549, and through the SEC’s website at www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address and telephone number:
Industrea Acquisition Corp.
28 West 44th Street, Suite 501
New York, New York 10036
(212) 871-1107
Attention: Secretary
or
Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: INDU.info@morrowsodali.com
To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.
You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.
For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” beginning on page 291.
ABOUT THIS DOCUMENT
This document, which forms part of a registration statement on Form S-4 filed with the SEC by Newco, constitutes a prospectus of Newco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of Newco to be issued to Industrea’s stockholders under the Merger Agreement. This document also constitutes a proxy statement of Industrea under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The holder of shares of common stock of Concrete Pumping Holdings Acquisition Corp. (“Newco”) after the Business Combination identified in this proxy statement/prospectus under the heading “Selling Stockholder” (referred to as the selling stockholder) may, during the one-year period following the consummation of the Business Combination, subject to contractual transfer restrictions described herein, offer for sale and sell shares of Newco’s common stock (“Newco common stock”) they receive in the Business Combination. The exact number of shares of Newco common stock to be received by the selling stockholder will depend on the total number of shares of Newco common stock that are issued in the Business Combination, as described in this proxy statement/prospectus. All of the shares of Newco common stock that may be offered for resale by the selling stockholder hereunder will have been received by the selling stockholder in the Business Combination.
Newco will not receive any proceeds from any such offer or sale by the selling stockholder.

The selling stockholder may sell such shares of Newco common stock from time to time directly to purchasers or through underwriters, broker-dealers or agents, at fixed prices, at prevailing market prices at the time of sale, at varying prices or negotiated prices, by a variety of methods including the following:

in negotiated transactions;

in the trading markets for Newco common stock;

in the over-the-counter market or on any national securities exchange on which shares of Newco common stock may be listed or quoted at the time of sale;

in transactions otherwise than on such exchanges or in the over-the-counter market;

through a combination of any such methods; or

through any other method permitted under applicable law.
You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/​prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/​prospectus to Industrea stockholders nor the issuance by Newco of its common stock in connection with the Business Combination will create any implication to the contrary.
Information contained in this proxy statement/prospectus regarding Industrea has been provided by Industrea and information contained in this proxy statement/prospectus regarding CPH has been provided by CPH.
This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS
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i

291
F-1
ANNEX A — AGREEMENT AND PLAN OF MERGER
ii

CERTAIN DEFINED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “Industrea” refer to Industrea Acquisition Corp., and the terms “Newco,” “combined company” and “post-combination company” refer to Concrete Pumping Holdings Acquisition Corp. and its subsidiaries, including Industrea and CPH, following the consummation of the Business Combination.
In this document:
ABL Commitment Letter” means that certain debt commitment letter, dated September 7, 2018, pursuant to which Wells Fargo has agreed to make available to the combined company at the Closing a five-year asset based revolving credit facility in an aggregate committed amount of  $60 million.
ABL Facility” means the five-year asset based revolving credit facility in the aggregate committed amount of  $60 million that Wells Fargo has agreed to make available to the combined company at the Closing pursuant to the ABL Commitment Letter.
Argand” means Argand Partners LP, a Delaware limited partnership, which is an affiliate of our Sponsor and the Argand Investor.
Argand Investor” means Argand Partners Fund , LP, an affiliate of Argand and our Sponsor.
Argand Subscription Agreement” means that certain subscription agreement, dated as of September 7, 2018, pursuant to which the Argand Investor has agreed to purchase at the Closing 5,333,333 shares of Industrea common stock at a price of  $10.20 per share, or an aggregate cash purchase price of $54.4 million, plus up to 2,450,980 additional shares of Industrea common stock at a price of  $10.20 for an aggregate cash purchase price of up to $25.0 million to offset redemptions by public stockholders if such redemptions exceed $106.5 million. The Industrea common stock issued pursuant to the Argand Subscription Agreement will be exchanged for shares of Newco common stock on a one-for-one basis in connection with the Industrea Merger.
Backstop” means, pursuant to the Merger Agreement and related agreements, the offsetting of redemptions of public shares in connection with the Business Combination, if any, which will be effected in the following manner: (i) the first $106.5 million of redemptions will be offset using proceeds from the Debt Financing and the PIPE Financing; (ii) the next $25.0 million of redemptions will be offset by the sale to the Argand Investor of Industrea common stock at $10.20 per share under the Argand Subscription Agreement; and (iii) any remaining redemptions will be offset by the contribution by Peninsula of additional shares of CPH capital stock to Newco in exchange for additional shares of Newco common stock, in which case the Sponsor will also forfeit to Industrea for cancellation a number of Founder Shares equal to 10% of the number of shares of Industrea common stock issued to Peninsula under this clause (iii) (such that the net dilutive effect of such sale is equivalent to a sale price of  $10.20 per share), plus 190,632 Founder Shares in connection with the subscription agreement with the Lead Common Investor.
Business Combination” means the transactions contemplated by the Merger Agreement, including the CPH Merger and the Industrea Merger.
Camfaud” means Camfaud Group Limited (f/k/a Oxford Pumping Holdings Ltd.), a private limited company incorporated under the Laws of England and Wales and an indirect subsidiary of CPH.
Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of Industrea.
Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of Industrea.
Closing” means the closing of the Business Combination.
Closing Date” means the closing date of the Business Combination.
Code” means the Internal Revenue Code of 1986, as amended.
Concrete Merger Sub” means Concrete Pumping Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Concrete Parent.
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Concrete Parent” means Concrete Pumping Intermediate Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Newco.
CPH” means Concrete Pumping Holdings, Inc., a Delaware corporation.
CPH capital stock” means the CPH common stock and the CPH preferred stock.
CPH common stock” means the common stock, par value $0.001 per share, of CPH.
CPH Management” means the management of CPH.
CPH Merger” means the merger of Concrete Merger Sub with and into CPH, with CPH surviving the merger as a wholly owned indirect subsidiary of Newco, pursuant to the Merger Agreement.
CPH option” means each outstanding and unexercised option to purchase shares of CPH common stock.
CPH preferred stock” means the 13.5% participating preferred stock, par value $0.001 per share, of CPH.
CPH stockholder” means each holder of CPH capital stock.
CS AG” means Credit Suisse AG.
Debt Commitment Letters” means the ABL Commitment Letter and the Term Commitment Letter.
Debt Commitment Parties” means Credit Suisse Loan Funding LLC and Credit Suisse AG and Wells Fargo Securities, as parties to the applicable Debt Commitment Letters.
Debt Financing” means the debt financing incurred or intended to be incurred pursuant to the Debt Commitment Letters.
DGCL” means the General Corporation Law of the State of Delaware.
DTC” means the Depository Trust Company.
ERISA” means Employee Retirement Income Security Act of 1974, as amended.
Equity Financing” means the equity financing contemplated to be consummated pursuant to the Subscription Agreements.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Expense Reimbursement Letter” means that certain Expense Reimbursement Letter, dated September 7, 2018, by and among the Argand Investor, the Sponsor, Industrea, Newco and Peninsula.
Founder Shares” means the aggregate of 5,750,000 shares of Class B common stock held by the Sponsor and Industrea’s independent directors.
GAAP” means United States generally accepted accounting principles.
Holder Representative” means a representative designated by the parties to the Merger Agreement to act on behalf of the holders of the CPH capital stock and CPH options for certain limited purposes, as specified in the Merger Agreement.
Industrea” means Industrea Acquisition Corp., a Delaware corporation.
Industrea Board” means the board of directors of Industrea.
Industrea Charter” means Industrea’s current amended and restated certificate of incorporation.
Industrea common stock” means the common stock, par value $0.0001 per share, of Industrea.
Industrea Merger” means the merger of Industrea Merger Sub with and into Industrea, with Industrea surviving the merger as a wholly owned subsidiary of Newco, pursuant to the Merger Agreement.
Industrea Merger Sub” means Industrea Acquisition Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Newco.
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Industrea Parties” means Industrea, Newco, Concrete Parent, Concrete Merger Sub and Industrea Merger Sub.
Initial Stockholders” means the Sponsor and Industrea’s independent directors.
IPO” means Industrea’s initial public offering, consummated on August 1, 2017, through the sale of 23,000,000 units at $10.00 per unit.
Lead Common Investor” means the accredited investor purchasing Industrea common stock pursuant to a PIPE Subscription Agreement.
Lux II” means Lux Concrete Holdings II S.á r.l., a company incorporated in Luxembourg and an indirect subsidiary of CPH.
Merger Agreement” means that Agreement and Plan of Merger, dated as of September 7, 2018, by and among Newco, Industrea, Concrete Parent, Concrete Merger Sub, Industrea Merger Sub, CPH and PGP Investors, solely in its capacity as the initial Holder Representative thereunder.
Merger Consideration” means the cash consideration to be paid in the Business Combination to the CPH stockholders in accordance with the Merger Agreement.
Morrow” means Morrow Sodali, proxy solicitor to Industrea.
Nasdaq” means the Nasdaq Capital Market.
Newco” means Concrete Pumping Holdings Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Industrea.
Newco Board” means the board of directors of Newco.
Newco Charter” means Newco’s proposed amended and restated certificate of incorporation, a copy of which is attached as Annex B to this proxy statement/prospectus.
Newco common stock” means the common stock, par value $0.0001 per share, of Newco.
Nuveen” means Nuveen Alternatives Advisors, LLC, together with one or more of its funds and accounts.
Option Consideration” means the cash consideration to be paid in the Business Combination to holders of CPH vested options in accordance with the Merger Agreement.
Peninsula” means BBCP Investors, LLC, a Delaware limited liability company, an affiliate of PGP Investors.
PGP Investors” means PGP Investors, LLC, a Delaware limited liability company, the initial Holder Representative under the Merger Agreement.
PIPE Financing” means the equity financing pursuant to the PIPE Subscription Agreements.
PIPE Investors” means Nuveen and the Lead Common Investor.
PIPE Subscription Agreements” means those certain subscription agreements, dated as of September 7, 2018, pursuant to which (i) the Argand Investor has agreed to purchase immediately prior to the closing of the Business Combination 5,333,333 shares of Industrea’s common stock at a price of  $10.20 per share, or an aggregate cash purchase price of  $54.4 million, plus up to an additional 2,450,980 shares of Industrea’s common stock at a price of  $10.20 per share, or up to an aggregate cash purchase price of $25.0 million, to offset redemptions of public shares, if any, in connection with the Business Combination if such redemptions exceed $106.5 million; (ii)(x) the Lead Common Investor has agreed to purchase immediately prior to the closing of the Business Combination an aggregate of 1,715,686 shares of Industrea’s common stock at a price of  $10.20 per share, or an aggregate cash purchase price of $17.5 million and (y) Industrea has agreed to issue an aggregate of 190,632 additional shares of Industrea common stock to the Lead Common Investor as consideration for the Lead Common Investor’s obligation to purchase Industrea common stock under such agreement (and the Sponsor will also forfeit an equal
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number of Founder Shares); (iii) Nuveen has agreed to purchase immediately prior to the closing of the Business Combination an aggregate of 2,450,980 shares of Series A Preferred Stock at a price of  $10.20 per share, or an aggregate cash purchase price of  $25.0 million.
Pre-Closing Holder” means a holder of shares of CPH capital stock or vested options prior to the effective time of the CPH Merger.
private placement warrants” means the 11,100,000 warrants issued to our Sponsor concurrently with our IPO, each of which is exercisable for one share of Class A common stock, in accordance with its terms, and 277,500 of which were sold by the Sponsor to Industrea’s five independent directors on August 22, 2017.
public shares” means shares of Class A common stock included in the units issued in the IPO.
public stockholders” means holders of public shares.
public warrants” means the warrants included in the units issued in the IPO, each of which is exercisable for one share of Class A common stock, in accordance with its terms.
Rollover” means the contribution by the Rollover Holders of  (i) Rollover Shares to Newco in exchange for shares of Newco common stock or (ii) Rollover ISOs to Newco in exchange for options to purchase shares of Newco common stock, in each case pursuant to the terms of the Rollover Agreements.
Rollover Agreements” means the rollover agreements, dated September 7, 2018, executed and delivered to Newco by certain Pre-Closing Holders substantially in the forms attached to the Merger Agreement.
Rollover Holders” means certain CPH stockholders and CPH vested option holders who have executed and delivered Rollover Agreements to Newco.
Rollover ISO” means each option to purchase CPH’s common stock held by a Rollover Holder as of immediately prior to the effective time of the CPH Merger, that qualifies, as of the effective time of the CPH Merger, as a tax-qualified incentive stock option under Section 421 of the Code and that is subject to the Rollover in accordance with the Rollover Agreements.
Rollover Shares” means those shares of CPH common stock held by the Rollover Holders and subject to the Rollover in accordance with the Rollover Agreements.
Senior Secured Credit Facilities” means the ABL Facility and the Term Loan Facility.
Series A Preferred Stock” means Newco’s Series A Zero-Dividend Convertible Perpetual Preferred Stock.
Sponsor” means Industrea Alexandria LLC, a Delaware limited liability company, which is 100% owned by funds managed by Argand Partners, LP, a Delaware limited partnership.
Stockholders Agreement” means that certain Stockholders Agreement to be entered into at the Closing by and among Newco, Industrea, the Rollover Holders, the U.K. Rollover Investors and the other investors party thereto.
Subscription Agreements” means the Argand Subscription Agreement and the PIPE Subscription Agreements.
Term Commitment Letter” means that certain debt commitment letter, dated September 7, 2018,pursuant to which the CS AG has agreed to make available to combined company at the Closing a senior secured term loan facility with an aggregate principal amount of  $350 million.
Term Loan Facility” means the senior secured term loan facility with an aggregate principal amount of  $350 million that CS AG has agreed to be make available to the combined company at the Closing pursuant to the Term Commitment Letter.
Transfer Agent” means Continental Stock Transfer & Trust Company.
trust account” means the trust account of Industrea that holds the proceeds from Industrea’s IPO and the private placement of the private placement warrants.
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Trust Agreement” that certain Investment Management Trust Agreement, dated as of July 26, 2017, between Industrea and the Trustee.
Trustee” means Continental Stock Transfer & Trust Company.
U.K. Rollover Investors” means those certain debt and equity holders of Camfaud party to the U.K. Share Purchase Agreement.
U.K. Share Purchase Agreement” means that certain share purchase agreement dated as of September 7, 2018, by and among Newco, the U.K. Rollover Investors and Lux II.
units” means the units of Industrea, each consisting of one share of Class A common stock and one public warrant of Industrea, whereby each public warrant entitles the holder thereof to purchase one share of Class A common stock at an exercise price of  $11.50 per share, sold in the IPO.
warrant agreement” means that certain Warrant Agreement, dated as of July 26, 2017, between Industrea and Continental Stock Transfer & Trust Company, as warrant agent.
Wells Fargo” means Wells Fargo, National Association.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for us to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

the benefits of the Business Combination;

the future financial performance of the post-combination company following the Business Combination;

changes in the market for CPH’s services;

expansion plans and opportunities; and

other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Merger Agreement;

the outcome of any legal proceedings that may be instituted against CPH or Industrea following announcement of the proposed Business Combination and transactions contemplated thereby;

the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain approval of Industrea stockholders, or other conditions to closing in the Merger Agreement;

the inability to obtain or maintain the listing of Newco’s common stock on Nasdaq following the Business Combination;

the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability to integrate the CPH and the Industrea businesses, and the ability of the combined business to grow and manage growth profitably;

costs related to the Business Combination;

changes in applicable laws or regulations;

the inability to launch new CPH services and products or to profitably expand into new markets;

the possibility that CPH or Industrea may be adversely affected by other economic, business, and/or competitive factors; and

other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section entitled “Risk Factors.”
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SUMMARY TERM SHEET
This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Stockholders” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, please see the section entitled “Certain Defined Terms.”

Industrea Acquisition Corp., a Delaware corporation, which we refer to as “we,” “us,” “our” or “Industrea” is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

There are currently 28,750,000 shares of Industrea common stock issued and outstanding, consisting of  (i) 23,000,000 public shares originally sold as part of the IPO and (ii) 5,750,000 shares of Class B common stock that were initially issued to our Initial Stockholders prior to our IPO. There are currently no shares of Industrea’s preferred stock issued and outstanding. In addition, we issued 23,000,000 public warrants to purchase Class A common stock (originally sold as part of the units issued in our IPO) as part of our IPO along with 11,100,000 private placement warrants issued to our Sponsor in a private placement prior to our IPO. Each warrant entitles its holder to purchase one share of our Class A common stock at an exercise price of  $11.50 per share. The warrants will become exercisable commencing 30 days after the completion of the Business Combination, and they will expire five years after the completion the Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, Industrea may redeem the outstanding warrants at a price of  $0.01 per warrant, if, and only if, the last sale price of the Class A common stock (or Newco common stock following the Business Combination) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day before Industrea sends the notice of redemption to the warrant holders. The private placement warrants, however, are non-redeemable so long as they are held by our Sponsor or its permitted transferees. At the option of our Sponsor, any amounts outstanding under any loan made by our Sponsor or an affiliate of our Sponsor to Industrea in an aggregate amount up to $1,500,000, may be converted into warrants to purchase common stock of the post-combination company. For more information regarding the warrants, please see the section entitled “Description of the Newco Securities.”

CPH is a leading provider of concrete pumping services and concrete waste management services in the highly fragmented U.S. and U.K. markets based on fleet size, operating under the only established, national brands in both markets (Brundage-Bone and Camfaud, respectively). Concrete pumping is a highly specialized method of concrete placement that requires highly-skilled operators to position a truck-mounted fully-articulating boom for precise delivery of ready-mix concrete from mixer trucks to placing crews on a job site. CPH’s large fleet of specialized pumping equipment and highly-trained operators position CPH to deliver concrete placement solutions that facilitate substantial labor cost savings to customers, shorten concrete placement times, enhance worksite safety and improve construction quality. CPH is also the leading provider of concrete waste management services in the U.S. market based on fleet size, operating under the only established, national brand, Eco-Pan. Highly complementary to its core concrete pumping service, Eco-Pan provides a full-service, cost-effective, regulatory-compliant solution to manage environmental issues caused by concrete washout. As of April 30, 2018, CPH provides concrete pumping services in the United States from a diversified footprint of 80 locations across 22 states and operates under the brand Brundage-Bone, provides concrete pumping services in the United Kingdom from 28 locations and operates under the brand Camfaud, and provides route-based concrete waste management services from 13 locations in the United States under the brand Eco-Pan. CPH’s fleet is operated by approximately 662 experienced employees as of April 30, 2018, each of whom is required to complete rigorous training and safety
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programs. As of April 30, 2018, CPH’s fleet of 936 total pieces of equipment consisted of 616 boom pumps, ranging in size from 17 to 65 meters, 57 placing booms, 15 telebelts and 248 stationary pumps and other specialized concrete placing equipment. For the fiscal year ended October 31, 2017, CPH generated revenues of  $211.2 million and net income of  $0.9 million. For the same period, Pro Forma Adjusted Revenue was $236.6 million, Pro Forma Net Income was $6.2 million and Pro Forma Adjusted EBITDA was $78.5 million. These pro forma financial results give effect to the acquisition of CPH’s Camfaud segment in November 2016. For additional information on Pro Forma Adjusted Revenue, Pro Forma Net Income and Pro Forma Adjusted EBITDA, see the section entitled “The Business Combination Proposal — Certain CPH Historical and Projected Financial Information.” For more information about CPH, please see the sections entitled “Information About CPH,” “CPH Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Newco Management after the Business Combination.”

Pursuant to the Merger Agreement, (a) a wholly owned indirect subsidiary of Newco will be merged with and into CPH, with CPH surviving the merger as a wholly owned indirect subsidiary of Newco, and (b) a wholly owned direct subsidiary of Newco will be merged with and into Industrea, with Industrea surviving the merger as a wholly owned subsidiary of Newco. As a result of the Industrea Merger, all of the issued and outstanding shares of Industrea common stock will be exchanged for an equal number of shares of Newco common stock, and all of the outstanding warrants to purchase Industrea common stock will be assumed by Newco and will become exercisable for an equal number of shares of Newco common stock on the existing terms and conditions of such warrants. Prior to the completion of the Industrea Merger, the outstanding Founder Shares are expected to convert into Class A common stock in accordance with the Industrea Charter, subject to the limitations (i) set forth in the Expense Reimbursement Letter (as described herein) and (ii) that, in the event that there are no redemptions by public stockholders, the Sponsor has agreed that the conversion ratio for the Founder Shares shall be no greater than 1:1.0331, such that the number of Class A shares to be issued upon the conversion of the Founder Shares in such case would be 5,940,632 Class A shares (190,632 of which would be forfeited in connection with the Subscription Agreement with the Lead Common Investor). As a result, after giving effect to all forfeitures, Industrea expects to issue between 4,436,275 and 7,696,078 shares of Class A common stock pursuant to the conversion of the Founder Shares.

The merger consideration payable in cash in the CPH Merger is expected to be between $446.9 million and $550.0 million (subject to certain customary adjustments), depending on the number of public shares that are redeemed in connection with the closing of the Business Combination. Prior to the consummation of the CPH Merger, certain CPH stockholders will contribute shares of CPH capital stock to Newco in exchange for shares of Newco common stock (valued at $10.20 per share).

In order to finance a portion of the cash consideration payable in the Business Combination and the costs and expenses incurred in connection therewith, Newco and Industrea have entered into (i) a subscription agreement with the Argand Investor, pursuant to which the Argand Investor has agreed to purchase immediately prior to the closing of the Business Combination 5,333,333 shares of Industrea’s common stock at a price of  $10.20 per share, or an aggregate cash purchase price of $54.4 million, plus up to an additional 2,450,980 shares of Industrea’s common stock at a price of $10.20 per share, or up to an aggregate cash purchase price of  $25.0 million, to offset redemptions of public shares, if any, in connection with the Business Combination if such redemptions exceed $106.5 million; (ii) a subscription agreement with the Lead Common Investor, pursuant to which (x) the Lead Common Investor has agreed to purchase immediately prior to the closing of the Business Combination an aggregate of 1,715,686 shares of Industrea’s common stock at a price of $10.20 per share, or an aggregate cash purchase price of  $17.5 million and (y) Industrea has agreed to issue an aggregate of 190,632 additional shares of Industrea common stock to the Lead Common Investor as consideration for the Lead Common Investor’s obligation to purchase Industrea common stock under such agreement (and the Sponsor will also forfeit an equal number
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of Founder Shares); (iii) a subscription agreement with Nuveen, pursuant to which Nuveen has agreed to purchase immediately prior to the closing of the Business Combination an aggregate of 2,450,980 shares of Series A Preferred Stock at a price of  $10.20 per share, or an aggregate cash purchase price of  $25.0 million.

In order to finance a portion of the cash consideration payable in the Business Combination and the costs and expenses incurred in connection therewith, Concrete Merger Sub, a wholly owned indirect subsidiary of Newco that will merge with and into CPH in the CPH Merger, has entered into the Debt Commitment Letters with the Debt Commitment Parties, pursuant to which (i) CS AG has agreed to make available to the combined company at the closing of the Business Combination a seven-year term loan facility with an aggregate principal amount of  $350 million and (ii) Wells Fargo has agreed to make available to the combined company at the closing of the Business Combination a five-year asset based revolving credit facility in the aggregate committed amount of  $60 million.

Under the Merger Agreement and related agreements, redemptions of public shares in connection with the Business Combination, if any, will be offset in the following manner: (i) the first $106.5 million of redemptions will be offset using proceeds from the Debt Financing and the PIPE Financing; (ii) the next $25.0 million of redemptions will be offset by the sale to the Argand Investor of Industrea common stock at $10.20 per share under the Argand Subscription Agreement; and (iii) any remaining redemptions will be offset by the contribution by Peninsula of additional shares of CPH capital stock to Newco in exchange for additional shares of Newco common stock, in which case the Sponsor will also forfeit to Industrea for cancellation a number of Founder Shares equal to 10% of the number of shares of Industrea common stock issued to Peninsula under this clause (iii) (such that the net dilutive effect of such sale is equivalent to a sale price of  $10.20 per share), plus 190,632 Founder Shares in connection with the subscription agreement with the Lead Common Investor.

Pursuant to its Rollover Agreement, Peninsula will have the right, upon the Closing, to designate: (i) one individual to serve as a Class I director if it beneficially owns more than 5% and up to 15% of the issued and outstanding shares of Newco common stock post-Closing; (ii) two individuals, one to serve as a Class I director and one to serve as a Class II director, if it beneficially owns more than 15% and up to 25% of the issued and outstanding shares of Newco common stock post-Closing; and (ii) three individuals, one to serve as a Class I director, one to serve as a Class II director, and one to serve as a Class III director, if it beneficially owns more than 25% of the issued and outstanding shares of Newco common stock post-Closing. Under the Stockholders Agreement, Newco has agreed to nominate the foregoing director designees for so long as Peninsula owns the amounts set forth in the foregoing sentence. If Peninsula’s beneficial ownership falls below one of these threshholds, any director appointed by Peninsula upon reaching such threshhold will resign and the right will expire. These additional directors, if any, have not yet been identified by Peninsula.

It is anticipated that, upon completion of the Business Combination, assuming no public stockholders exercise their redemption rights, taking into account (a) the Series A Preferred Stock on an as-converted basis and (b) all “in-the-money” options that will be issued at the closing of the Business Combination to certain current and former members of CPH Management: (i) Industrea’s public stockholders will retain an ownership interest of approximately 52% in Newco; (ii) our Initial Stockholders and the Argand Investor will own approximately 25% in Newco; (iii) CPH Management will own approximately 9% (based on the most recent estimated Rollover amounts for members of CPH Management, which may increase at Closing in accordance with the Rollover Agreements); (iv) Nuveen will own approximately 6% in Newco; (v) the Lead Common Investor will own approximately 4%; (vi) Peninsula will own approximately 2%; and (vii) the former CPH employee shareholders will hold approximately 2% in Newco. The ownership percentages with respect to Newco following the Business Combination does not take into account (a) warrants to purchase common stock that will remain outstanding immediately following the Business Combination or (b) the issuance of any shares upon completion of the Business Combination under the Incentive Plan, a copy of which is attached to this proxy
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statement/prospectus as Annex C, but does include Founder Shares. Prior to the completion of the Industrea Merger, the outstanding Founder Shares are expected to convert into Class A common stock in accordance with the Industrea Charter, subject to the limitations (i) set forth in the Expense Reimbursement Letter (as described herein) and (ii) that, in the event that there are no redemptions by public stockholders, the Sponsor has agreed that the conversion ratio for the Founder Shares shall be no greater than 1:1.0331, such that the number of Class A shares to be issued upon the conversion of the Founder Shares in such case would be 5,940,632 Class A shares (190,632 of which would be forfeited in connection with the Subscription Agreement with the Lead Common Investor). As a result, after giving effect to all forfeitures, Industrea expects to issue between 4,436,275 and 7,696,078 shares of Class A common stock pursuant to the conversion of the Founder Shares. For more information, please see the sections entitled “Summary of the Proxy Statement — Impact of the Business Combination on Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Industrea’s management and board of directors considered various factors in determining whether to approve the Merger Agreement and the Business Combination. For more information about our decision-making process, see the section entitled “The Business Combination Proposal — The Industrea Board’s Reasons for the Approval of the Business Combination.”

Pursuant to the Industrea Charter, in connection with the Business Combination, holders of our public shares may elect to have their public shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Industrea Charter. As of August 31, 2018, this would have amounted to approximately $10.30 per share. If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will not own shares of the post-combination company and will not participate in the future growth of the post-combination company, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the Special Meeting. Please see the section entitled “Special Meeting of Stockholders — Redemption Rights.”

In addition to voting on the proposal to approve and adopt the Merger Agreement and approve the Business Combination at the Special Meeting, Industrea stockholders will be asked to vote on:

Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Industrea’s issued and outstanding common stock pursuant to the Business Combination (the “Nasdaq Proposal”);

Charter Proposals — Separate proposals (collectively, the “Charter Proposals”) to approve the following material differences between the Newco Charter that will be in effect upon the closing of the Business Combination and the Industrea Charter:

the name of the new public company will be “Concrete Pumping Holdings, Inc.” as opposed to “Industrea Acquisition Corp.”;

Newco will have 500,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, as opposed to Industrea having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and

the Newco Charter will not include the various provisions applicable only to special purpose acquisition companies that the Industrea Charter contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time);

Director Election Proposal — To consider and vote upon a proposal to elect nine directors who, upon consummation of the Business Combination, will be the directors of Newco (the “Director Election Proposal”);
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Incentive Plan Proposal — To consider and vote upon a proposal to approve the Concrete Pumping Holdings, Inc. 2018 Omnibus Incentive Plan (the “Incentive Plan”), which is an incentive compensation plan for employees, directors and consultants of Newco and its subsidiaries, including CPH, a copy of which is attached to this proxy statement/prospectus as Annex C (the “Incentive Plan Proposal”); and

Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposals. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal (the “Adjournment Proposal”).
Please see the sections entitled “The Business Combination Proposal,” “The Nasdaq Proposal,” “The Charter Proposals,” “The Director Election Proposal,” “The Incentive Plan Proposal” and “The Adjournment Proposal.” The Business Combination is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal at the Special Meeting. Each of the proposals other than the Business Combination Proposal is conditioned on the approval of the Business Combination Proposal, other than the Adjournment Proposal, which is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Unless waived by the parties to the Merger Agreement, and subject to applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, termination of the waiting period under the HSR Act and receipt of certain stockholder approvals contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, please see the section entitled “The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Business Combination.”

The Merger Agreement may be terminated at any time prior to the consummation of the Business Combination by written consent of PGP Investors, as Holder Representative, and Industrea, or by Industrea or CPH, by written notice in specified circumstances. For more information about the termination rights under the Merger Agreement, please see the section entitled “The Business Combination Proposal — The Merger Agreement — Termination.”

The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

In considering the recommendation of the Industrea Board to vote for the proposals presented at the Special Meeting, including the Business Combination Proposal, you should be aware that our Sponsor and certain members of the Industrea Board and officers have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. The Industrea Board was aware of and considered these interests, among other matters, in evaluating the Business Combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

the fact that our Initial Stockholders paid an aggregate of  $25,000 for the Founder Shares, which in certain circumstances could convert into up to 7,696,078 shares of Class A common stock in accordance with the Industrea Charter prior to the completion of the Industrea Merger, and such securities will have a significantly higher value at the time of the Business
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Combination, which if unrestricted and freely tradable would be valued at approximately $78,630,498.70 based on the closing price of our public shares on Nasdaq on September 6, 2018, but, given the restrictions on such shares, we believe such shares have less value;

the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if we fail to complete an initial business combination by August 1, 2019;

the fact that our Initial Stockholders paid an aggregate of  $11,100,000 for 11,100,000 private placement warrants and that such private placement warrants will expire worthless if a business combination is not consummated by August 1, 2019;

the right of our Sponsor and independent directors to receive shares of Newco common stock in connection with the Business Combination and shares of Newco to be issued to our Sponsor and independent directors upon exercise of their private placement warrants following the Business Combination, subject to certain lock-up periods;

the fact that, at the option of our Sponsor, any amounts outstanding under any loan made by our Sponsor or an affiliate of our Sponsor to Industrea in an aggregate amount up to $1,500,000, may be converted into warrants to purchase Newco common stock following the Business Combination;

if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

the anticipated continuation of six of our existing directors, Messrs. David A.B. Brown, David G. Hall, Brian Hodges, Howard D. Morgan and Tariq Osman and Ms. Heather L. Faust as directors of the post-combination company;

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination; and

the fact that our Sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by August 1, 2019.
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held on [           ], 2018, at 10:00 a.m., Eastern Time, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166.
Q:
Why am I receiving this proxy statement?
A:
Our stockholders are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement and approve the Business Combination, among other proposals.
On September 7, 2018, Industrea, Newco, CPH, certain subsidiaries of Newco, and PGP Investors, LLC, solely in its capacity as the initial Holder Representative, entered into the Merger Agreement, pursuant to which (a) a wholly owned indirect subsidiary of Newco will be merged with and into CPH, with CPH surviving the merger as a wholly owned indirect subsidiary of Newco, and (b) a wholly owned direct subsidiary of Newco will be merged with and into Industrea, with Industrea surviving the merger as a wholly owned subsidiary of Newco. As a result of the Industrea Merger, all of the issued and outstanding shares of Industrea common stock will be exchanged for an equal number of shares of Newco common stock, and all of the outstanding warrants to purchase Industrea common stock will be exercisable for an equal number of shares of Newco common stock on the existing terms and conditions of such warrants.
Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate purchase price for the Business Combination is expected to be approximately $610 million. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.
This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.
Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.
Q:
When and where is the Special Meeting?
A:
The Special Meeting will be held on [           ], 2018, at 10:00 a.m., Eastern Time, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166.
Q:
What are the specific proposals on which I am being asked to vote at the Special Meeting?
A:
Industrea’s stockholders are being asked to approve the following proposals:
1.
Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Merger Agreement, dated as of September 7, 2018, a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the Business Combination;
2.
Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Industrea’s issued and outstanding common stock pursuant to the Business Combination;
3.
Charter Proposals — To consider and vote upon separate proposals to approve the following material differences between the Newco Charter that will be in effect upon the closing of the Business Combination and the Industrea Charter:
a.
the name of the new public company will be “Concrete Pumping Holdings, Inc.” as opposed to “Industrea Acquisition Corp.”;
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b.
Newco will have 500,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, as opposed to Industrea having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and
c.
the Newco Charter will not include the various provisions applicable only to special purpose acquisition companies that the Industrea Charter contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time);
4.
Director Election Proposal — To consider and vote upon a proposal to elect nine directors who, upon consummation of the Business Combination, will be the directors of Newco;
5.
Incentive Plan Proposal — To consider and vote upon a proposal to approve the Incentive Plan, which is an incentive compensation plan for employees, directors and consultants of Newco and its subsidiaries, including CPH, a copy of which is attached to the accompanying proxy statement/​prospectus as Annex C; and
6.
Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal.
Q:
Are the proposals conditioned on one another?
A:
Yes. The Business Combination is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal at the Special Meeting. Each of the proposals other than the Business Combination Proposal is conditioned on the approval of the Business Combination Proposal, other than the Adjournment Proposal, which is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal or the Nasdaq Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by August 1, 2019, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.
Q:
Why is Industrea providing stockholders with the opportunity to vote on the Business Combination?
A:
Under the Industrea Charter, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of our Business Combination. The adoption of the Merger Agreement is required under Delaware law and the approval of the Business Combination is required under the Industrea Charter. In addition, such approval is also a condition to the closing of the Business Combination under the Merger Agreement.
Q:
What revenues and profits/losses has CPH generated in the last three years?
A:
CPH generated revenues of  $211.2 million, $172.4 million and $147.4 million and net income of $0.9 million, $6.2 million and $3.5 million for the fiscal years ended October 31, 2017, 2016 and 2015, respectively.
For additional information, please see the sections entitled “Selected Historical Financial Information of CPH” and “CPH Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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Q:
What will happen in the Business Combination?
A:
Pursuant to the Merger Agreement, (a) a wholly owned indirect subsidiary of Newco will be merged with and into CPH, with CPH surviving the merger as a wholly owned indirect subsidiary of Newco, and (b) a wholly owned direct subsidiary of Newco will be merged with and into Industrea, with Industrea surviving the merger as a wholly owned subsidiary of Newco. As a result of the Industrea Merger, all of the issued and outstanding shares of Industrea common stock will be exchanged for an equal number of shares of Newco common stock, and all of the outstanding warrants to purchase Industrea common stock will be exercisable for an equal number of shares of Newco common stock on the existing terms and conditions of such warrants. Prior to the completion of the Industrea Merger, the outstanding Founder Shares are expected to convert into Class A common stock in accordance with the Industrea Charter, subject to the limitations (i) set forth in the Expense Reimbursement Letter (as described herein) and (ii) that, in the event that there are no redemptions by public stockholders, the Sponsor has agreed that the conversion ratio for the Founder Shares shall be no greater than 1:1.0331, such that the number of Class A shares to be issued upon the conversion of the Founder Shares in such case would be 5,940,632 Class A shares (190,632 of which would be forfeited in connection with the Subscription Agreement with the Lead Common Investor). As a result, after giving effect to all forfeitures, Industrea expects to issue between 4,436,275 and 7,696,078 shares of Class A common stock pursuant to the conversion of the Founder Shares.
Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate purchase price for the Business Combination and related transactions is expected to be approximately $610 million. A copy of the Merger Agreement is attached to this proxy statement/​prospectus as Annex A.
Q:
Following the Business Combination, will Industrea’s securities continue to trade on a stock exchange?
A:
No. As a result of the Business Combination, Industrea will become a wholly owned subsidiary of Newco. Newco intends to apply to list the Newco common stock and warrants on Nasdaq under the symbols “BBCP” and “BBCPW,” respectively, upon the closing of the Business Combination.
Q:
How has the announcement of the Business Combination affected the trading price of Industrea’s Class A common stock?
A:
On September 6, 2018, the trading date before the public announcement of the Business Combination, our units, public shares and public warrants closed at $10.50, $9.97 and $0.60, respectively. On [           ], 2018, the trading date immediately prior to the date of this proxy statement/prospectus, our units, public shares and public warrants closed at $[    ], $[    ] and $[    ], respectively.
Q:
Is the Business Combination the first step in a “going private” transaction?
A:
No. Industrea does not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for CPH to access the U.S. public markets.
Q:
Will the management of CPH change in the Business Combination?
A:
We anticipate that all of the executive officers of CPH will remain with the post-combination company. Bruce Young, Iain Humphries, David A.B. Brown, Tariq Osman, David G. Hall, Brian Hodges, Howard D. Morgan, John M. Piecuch and Heather L. Faust, have been nominated to serve as directors of Newco upon completion of the business combination.
In addition, pursuant to its Rollover Agreement, Peninsula will have the right, upon the Closing. to designate: (i) one individual to serve as a Class I director if it beneficially owns more than 5% and up to 15% of the issued and outstanding shares of Newco common stock post-Closing; (ii) two individuals, one to serve as a Class I director and one to serve as a Class II director, if it beneficially owns more than 15% and up to 25% of the issued and outstanding shares of Newco common stock post-Closing; and (ii) three individuals, one to serve as a Class I director, one to serve as a Class II director, and one to serve as a Class III director, if it beneficially owns more than 25% of the issued
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and outstanding shares of Newco common stock post-Closing. Under the Stockholders Agreement, Newco has agreed to nominate the foregoing director designees for so long as Peninsula owns the amounts set forth in the foregoing sentence. If Peninsula’s beneficial ownership falls below one of these threshholds, any director appointed by Peninsula upon reaching such threshhold will resign and the right will expire. These additional directors, if any, have not yet been identified by Peninsula.
Please see the sections entitled “The Director Election Proposal” and “Newco Management After the Business Combination” for additional information.
Q:
What conditions must be satisfied to complete the Business Combination?
A:
There are a number of closing conditions in the Merger Agreement, including the approval by Industrea stockholders of the Business Combination Proposal and the Business Combination. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “The Business Combination Proposal — The Merger Agreement.”
Q:
Why is Industrea proposing the Charter Proposals?
A:
In the judgment of the Industrea Board, the Charter Proposals are desirable for the following reasons: (i) the name of the new public company is desirable to reflect the business combination with CPH and the combined business going forward; (ii) the greater number of authorized number of shares of capital stock is desirable for Newco to have sufficient shares to issue to the holders of common stock and warrants of Industrea in connection with the Business Combination and have additional authorized shares for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits; and (iii) the provisions that relate to the operation of Industrea as a blank check company prior to the consummation of its initial business combination would not be applicable to Newco (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time).
Q:
Why is Industrea proposing the Director Election Proposal?
A:
Upon consummation of the Business Combination, the Newco Board is expected to consist of nine directors divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to Newco’s first annual meeting of stockholders) serving a three-year term. If each director nominee is elected at the Special Meeting, Heather L. Faust, David G. Hall and Iain Humphries will be Class I directors serving until the 2019 annual meeting of stockholders, Brian Hodges, John M. Piecuch and Howard D. Morgan will be Class II directors serving until the 2020 annual meeting of stockholders, and David A.B. Brown, Tariq Osman and Bruce Young will be Class III directors serving until the 2021 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Industrea believes it is in the best interests of stockholders to allow stockholders to vote upon the election of newly appointed directors.
In addition, pursuant to its Rollover Agreement, Peninsula will have the right, upon the Closing, to designate: (i) one individual to serve as a Class I director if it beneficially owns more than 5% and up to 15% of the issued and outstanding shares of Newco common stock post-Closing; (ii) two individuals, one to serve as a Class I director and one to serve as a Class II director, if it beneficially owns more than 15% and up to 25% of the issued and outstanding shares of Newco common stock post-Closing; and (ii) three individuals, one to serve as a Class I director, one to serve as a Class II director, and one to serve as a Class III director, if it beneficially owns more than 25% of the issued and outstanding shares of Newco common stock post-Closing. Under the Stockholders Agreement, Newco has agreed to nominate the foregoing director designees for so long as Peninsula owns the amounts set forth in the foregoing sentence. If Peninsula’s beneficial ownership falls below one of these threshholds, any director appointed by Peninsula upon reaching such threshhold will resign and the right will expire. These additional directors, if any, have not yet been identified by Peninsula.
Please see the section entitled “The Director Election Proposal” for additional information.
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Q:
Why is Industrea proposing the Incentive Plan Proposal?
A:
The purpose of the Incentive Plan is to further align the interests of the eligible participants with those of Newco’s stockholders by providing long-term incentive compensation opportunities tied to the performance of the post-combination company. Please see the section entitled “The Incentive Plan Proposal” for additional information.
Q:
Why is Industrea proposing the Adjournment Proposal?
A:
We are proposing the Adjournment Proposal to allow the Industrea Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal, but no other proposal if the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals and the Incentive Plan Proposal are approved. Please see the section entitled “The Adjournment Proposal” for additional information.
Q:
What happens if I sell my shares of Class A common stock before the Special Meeting?
A:
The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Class A common stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Class A common stock prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.
Q:
What vote is required to approve the proposals presented at the Special Meeting?
A:
Approval of the Business Combination Proposal and each of the Charter Proposals require the affirmative vote of the holders of a majority of the outstanding shares of Industrea common stock. A stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have the same effect as a vote “AGAINST” the Business Combination Proposal and each of the Charter Proposals. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.
Our Initial Stockholders have agreed to vote their Founder Shares and any public shares purchased during or after the IPO in favor of the Business Combination Proposal.
Approval of the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of the holders of majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote thereon at the Special Meeting. Assuming a valid quorum is established, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have no effect on the outcome of any vote on the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal.
The election of directors pursuant to the Director Election Proposal will be determined by a plurality of the votes cast by stockholders present in person or by proxy at the Special Meeting and entitled to vote thereon. This means that the nine director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have no effect on the election of directors.
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Q:
What happens if the Business Combination Proposal is not approved?
A:
If the Business Combination Proposal is not approved and we do not consummate a business combination by August 1, 2019, we will be required to dissolve and liquidate our trust account.
Q:
May Industrea, its Sponsor or Industrea’s directors or officers or their affiliates purchase shares in connection with the Business Combination?
A:
In connection with the stockholder vote to approve the proposed Business Combination, our Sponsor, directors or officers or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the trust account. None of our directors or officers or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such selling stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such selling stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors or officers or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the trust account.
Q:
How many votes do I have at the Special Meeting?
A:
Our stockholders are entitled to one vote on each proposal presented at the Special Meeting for each share of Industrea common stock held of record as of  [           ], 2018, the record date for the Special Meeting. As of the close of business on the record date, there were 28,750,000 outstanding shares of Industrea common stock.
Q:
What constitutes a quorum at the Special Meeting?
A:
A majority of the issued and outstanding shares of Industrea common stock entitled to vote as of the record date at the Special Meeting must be present, in person or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. Our Initial Stockholders, who currently own 20% of our issued and outstanding shares of Industrea common stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, 14,375,001 shares of Industrea common stock would be required to achieve a quorum.
Q:
How will Industrea’s Sponsor, directors and officers vote?
A:
Prior to our IPO, we entered into agreements with our Sponsor and each of our directors and officers, pursuant to which each agreed to vote any shares of Industrea common stock owned by them in favor of the Business Combination Proposal. None of our Sponsor, directors or officers has purchased any shares of Industrea common stock during or after our IPO and, as of the date of this proxy statement/​prospectus, neither we nor our Sponsor, directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the Business Combination. Currently, our Initial Stockholders own 20% of our issued and outstanding shares of Industrea common stock, including all of the Founder Shares, and will be able to vote all such shares at the Special Meeting.
18

Q:
What interests do the Sponsor and Industrea’s current officers and directors have in the Business Combination?
A:
Our Sponsor and certain members of the Industrea Board and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

the fact that our Initial Stockholders paid an aggregate of  $25,000 for the Founder Shares, which in certain circumstances could convert into up to 7,696,078 shares of Class A common stock in accordance with the Industrea Charter prior to the completion of the Industrea Merger, and such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $78,630,498.70 based on the closing price of our public shares on Nasdaq on September 7, 2018, but, given the restrictions on such shares, we believe such shares have less value;

the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if we fail to complete an initial business combination by August 1, 2019;

the fact that our Initial Stockholders paid an aggregate of  $11,100,000 for 11,100,000 private placement warrants and that such private placement warrants will expire worthless if a business combination is not consummated by August 1, 2019;

the right of our Initial Stockholders to receive shares of Newco common stock in connection with the Business Combination and shares of Newco to be issued to our Initial Stockholders upon exercise of their private placement warrants following the Business Combination, subject to certain lock-up periods;

the fact that, at the option of our Sponsor, any amounts outstanding under any loan made by our Sponsor or an affiliate of our Sponsor to Industrea in an aggregate amount up to $1,500,000, may be converted into warrants to purchase Newco common stock following the Business Combination;

if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

the anticipated continuation of six of our existing directors, Messrs. David A.B. Brown, David G. Hall, Brian Hodges, Howard D. Morgan and Tariq Osman and Ms. Heather L. Faust as directors of the post-combination company;

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination; and

the fact that our Sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by August 1, 2019.
These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination.
19

Q:
Did the Industrea Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:
No. The Industrea Charter does not require the Industrea Board to seek a third-party valuation or fairness opinion in connection with a business combination unless the target business is affiliated with our Sponsor, directors or officers.
Q:
What happens if I vote against the Business Combination Proposal?
A:
If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of a majority of the outstanding shares of Industrea common stock voted at the Special Meeting, then the Business Combination Proposal will be approved and, assuming the approval of the Charter Proposals and the satisfaction or waiver of the other conditions to Closing, the Business Combination will be consummated in accordance with the terms of the Merger Agreement.
If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of a majority of the outstanding shares of Industrea common stock voted at the Special Meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination, we may continue to try to complete an initial business combination with a different target business until August 1, 2019. If we fail to complete an initial business combination by August 1, 2019, then we will be required to dissolve and liquidate the trust account by returning the then-remaining funds in such account to our public stockholders.
Q:
Do I have redemption rights?
A:
Pursuant to the Industrea Charter, we are providing our public stockholders with the opportunity to redeem, upon the closing of the Business Combination, public shares then held by them for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their public shares will not be reduced by the deferred underwriting commission totaling $8,050,000 that we will pay to the underwriters of our IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, as of August 31, 2018, the estimated per share redemption price would have been approximately $10.30.
You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to [    ], Eastern Time, on [           ], 2018, (a) submit a written request to the Transfer Agent that Industrea redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.
A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of Class A common stock included in the units sold in our IPO. We have no specified maximum redemption threshold under the Industrea Charter, other than the aforementioned 15% threshold, except that in no event will we redeem shares of our Class A common
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stock in an amount that would cause our net tangible assets to be less than $5,000,001. Each redemption of public shares by our public stockholders will reduce the amount in our trust account. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination.
Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of franchise and income taxes payable) in connection with the liquidation of the trust account, unless we complete an alternative business combination prior to August 1, 2019.
Q:
Can the Initial Stockholders redeem their Founder Shares in connection with consummation of the Business Combination?
A:
No. Our Initial Stockholders, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any public shares they may hold in connection with the consummation of our Business Combination.
Q:
Is there a limit on the number of shares I may redeem?
A:
Yes. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of Class A common stock included in the units sold in our IPO. We have no specified maximum redemption threshold under the Industrea Charter, other than the aforementioned 15% threshold, except that in no event will we redeem shares of our Class A common stock in an amount that would cause our net tangible assets to be less than $5,000,001. Each redemption of public shares by our public stockholders will reduce the amount in our trust account.
In no event is your ability to vote all of your shares (including those shares held by you in excess of 15% of the shares sold in our IPO) for or against our Business Combination restricted.
Q:
Is there a limit on the total number of shares that may be redeemed?
A:
The Industrea Charter provides that we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules). Other than this limitation, the Industrea Charter does not provide a specified maximum redemption threshold. In addition, as a result of the PIPE Financing, we will have in excess of  $5,000,001 in net tangible assets even if all public shareholders exercise their redemption rights. As such, there is no effective limitation on the number of shares that may be redeemed in order to close the Business Combination.
Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. You may exercise your redemption rights whether you vote your shares of Industrea common stock for or against, or whether you abstain from voting on the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.
Q:
How do I exercise my redemption rights?
A:
In order to exercise your redemption rights, you must (i)(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and (ii) prior to [    ], Eastern Time, on [           ], 2018, (a) submit a written request to the Transfer Agent that
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Industrea redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through DTC. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.
The Transfer Agent’s address is as follows:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the public shares, which we refer to as the “15% threshold.” Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.
Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.
Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to our Transfer Agent prior to the date set forth in these proxy materials, or up to two business days prior to the vote on the proposal to approve the Business Combination at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s Deposit/Withdrawal At Custodian (DWAC) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Business Combination is approved.
There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not we require stockholders seeking to exercise redemption rights to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
Whether the redemption is subject to U.S. federal income tax depends on the particular facts and circumstances. Please see the section entitled “The Business Combination Proposal — Material United States Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Q:
What are the U.S. federal income tax consequences as a result of the Business Combination?
A:
It is anticipated that the Industrea Merger will constitute a tax-deferred transaction pursuant to Section 351 of the Code, and that holders of our Class A common stock generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of their Class A common stock for Newco common stock. You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of the Business Combination to you. See the section entitled “Material United States Federal Income Tax Considerations.”
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Q:
If I am an Industrea warrant holder, can I exercise redemption rights with respect to my public warrants?
A:
No. The holders of our public warrants have no redemption rights with respect to our public warrants.
Q:
Do I have appraisal rights if I object to the proposed Business Combination?
A:
No. Appraisal rights are not available to holders of the Industrea common stock in connection with the Business Combination.
Q:
What happens to the funds held in the trust account upon consummation of the Business Combination?
A:
If the Business Combination is consummated, the funds held in the trust account will be used to: (i) pay the Merger Consideration; (ii) pay our stockholders who properly exercise their redemption rights; (iii) pay $8,050,000 in deferred underwriting commissions to the underwriters of our IPO, in connection with the Business Combination; and (iv) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by Industrea and other parties to the Merger Agreement in connection with the business combination.
Q:
What happens if the Business Combination is not consummated?
A:
There are certain circumstances under which the Merger Agreement may be terminated. Please see the section entitled “The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.
If we do not consummate the Business Combination, we may continue to try to complete an initial business combination with a different target business until August 1, 2019. If we fail to complete an initial business combination by August 1, 2019, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Industrea to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Industrea Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the initial public offering price per unit in the IPO. Please see the section entitled “Risk Factors — Risks Related to Industrea and the Business Combination.”
Holders of our Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, if we fail to complete a business combination by August 1, 2019, there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.
Q:
When is the Business Combination expected to be completed?
A:
The Closing is expected to take place as soon as practicable following the Special Meeting, but in any event no later than the date that is two (2) business days following the satisfaction or waiver of the conditions described below in the subsection entitled “The Business Combination Proposal — Conditions to Closing of the Business Combination.” The Closing is expected to occur in the fourth quarter of 2018. The Merger Agreement may be terminated by Industrea or CPH if the Closing has not occurred by the date that is 180 days after the execution of the Merger Agreement.
For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Proposal — Conditions to Closing of the Business Combination.”
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Q:
What do I need to do now?
A:
You are urged to read carefully and consider the information contained in this proxy statement/​prospectus, including the Annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:
How do I vote?
A:
If you were a holder of record of Industrea common stock on [           ], 2018, the record date for the Special Meeting, you may vote with respect to the proposals in person at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Voting by Mail.   By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [9:00 a.m.], Eastern Time, on [           ], 2018.
Voting in Person at the Meeting.   If you attend the Special Meeting and plan to vote in person, we will provide you with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you will need to bring to the Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “Special Meeting of Stockholders.”
Q:
What will happen if I abstain from voting or fail to vote at the Special Meeting?
A:
At the Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, assuming a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have the same effect as a vote “AGAINST” the Business Combination Proposal and each of the Charter Proposals but will have no effect on the outcome of any of the other proposals.
Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?
A:
Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.
Q:
If I am not going to attend the Special Meeting in person, should I return my proxy card instead?
A:
Yes. Whether you plan to attend the Special Meeting or not, please read the proxy statement/​prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
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Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe each of the proposals presented to the stockholders at this Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. You may change your vote by sending a later-dated, signed proxy card to our Secretary at the address listed below so that it is received by our Secretary prior to the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Special Meeting.
Industrea Acquisition Corp.
28 West 44th Street, Suite 501
New York, New York 10036
(212) 871-1107
Attention: Secretary
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q:
Who will solicit and pay the cost of soliciting proxies for the Special Meeting?
A:
Industrea will pay the cost of soliciting proxies for the Special Meeting. Industrea has engaged Morrow to assist in the solicitation of proxies for the Special Meeting. Industrea has agreed to pay Morrow a fee of  $22,500, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Industrea will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Industrea common stock for their expenses in forwarding soliciting materials to beneficial owners of Industrea common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
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Q:
Who can help answer my questions?
A:
If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:
Industrea Acquisition Corp.
28 West 44th Street, Suite 501
New York, New York 10036
(212) 871-1107
Attention: Secretary
You may also contact our proxy solicitor at:
Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: INDU.info@morrowsodali.com
To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.
You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact our Transfer Agent:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
Parties to the Business Combination
Industrea
Industrea is a blank check company incorporated on April 7, 2017 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Industrea was formed to pursue an acquisition of a market leading manufacturing or service company in the industrial sector. Industrea is sponsored by Industrea Alexandria LLC, a portfolio company of, and led by the management team of, Argand. Argand is a New York and San Francisco Bay Area based middle-market buyout firm that targets complex, often contrarian, situations in industrial sectors with a focus on global market leaders with stable cash flows, strong sustainable competitive advantages and a clear path to growth. Argand was formed by former senior partners of Castle Harlan Inc. and affiliates (“Castle Harlan”), an industrial focused middle-market private equity firm targeting investments in North America, Europe and Asia through its partnership with CHAMP Private Equity. A distinguishing feature of Argand’s investment strategy is its targeting of complex situations involving corporate carve-outs of noncore divisions, industries that are in transition, middle-market companies grappling with the opportunities and difficulties of global operations, good companies with overleveraged balance sheets and family owned businesses transitioning to professional management. The operational, organizational and strategic improvements that Argand seeks to make to these complex situations can unlock growth in earnings and other overlooked sources of value.
Industrea’s common stock, units and warrants are traded on Nasdaq under the ticker symbols “INDU”, “INDUU” and “INDUW,” respectively.
The mailing address of Industrea’s principal executive office is 28 West 44th Street, Suite 501, New York, New York 10036. After the Business Combination, its principal executive office will be that of CPH.
CPH
CPH is a leading provider of concrete pumping services and concrete waste management services in the highly fragmented U.S. and U.K. markets based on fleet size, operating under the only established, national brands in both markets (Brundage-Bone and Camfaud, respectively). Concrete pumping is a highly specialized method of concrete placement that requires highly-skilled operators to position a truck-mounted fully-articulating boom for precise delivery of ready-mix concrete from mixer trucks to placing crews on a job site. CPH’s large fleet of specialized pumping equipment and highly-trained operators position CPH to deliver concrete placement solutions that facilitate substantial labor cost savings to customers, shorten concrete placement times, enhance worksite safety and improve construction quality. CPH is also the leading provider of concrete waste management services in the U.S. market based on fleet size, operating under the only established, national brand, Eco-Pan. Highly complementary to its core concrete pumping service, Eco-Pan provides a full-service, cost-effective, regulatory-compliant solution to manage environmental issues caused by concrete washout. As of April 30, 2018, CPH provides concrete pumping services in the United States from a diversified footprint of 80 locations across 22 states and operates under the brand Brundage-Bone, provides concrete pumping services in the United Kingdom from 28 locations and operates under the brand Camfaud, and provides route-based concrete waste management service from 13 locations in the United States under the brand Eco-Pan. CPH’s fleet is operated by approximately 662 experienced employees as of April 30, 2018, each of whom is required to complete rigorous training and safety programs. As of April 30, 2018, CPH’s fleet of 936 total pieces of equipment consisted of 616 boom pumps, ranging in size from 17 to 65 meters, 57 placing booms, 15 telebelts and 248 stationary pumps and other specialized concrete placing equipment.
Brundage-Bone was founded in 1983 by Jack Brundage and Dale Bone in Denver, Colorado. The co-founders, who set out to build the leading concrete pumping services company in the United States, entered the Dallas market in 1984 and subsequently executed CPH’s first strategic acquisition in Seattle in 1986. Since its founding, CPH has completed more than 45 acquisitions expanding throughout the
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United States, and in November 2016, entered the United Kingdom market through the acquisitions of Camfaud Concrete Pumps Limited and Premier Concrete Pumping Limited. Today, CPH is the number one player in every region it serves and is approximately four times larger than the next competitor in the United States and approximately ten times larger than the next competitor in the U.K. Founded in 1999 and merged into CPH in 2014, Eco-Pan is a leading provider of concrete waste management services in the U.S. market based on fleet size, operating under the only established, national brand.
For the fiscal year ended October 31, 2017, CPH generated revenues of  $211.2 million and net income of  $0.9 million. For the same period, Pro Forma Adjusted Revenue was $236.6 million, Pro Forma Net Income was $6.2 million and Pro Forma Adjusted EBITDA was $78.5 million. These pro forma financial results give effect to the acquisition of CPH’s Camfaud segment in November 2016. For additional information on Pro Forma Adjusted Revenue, Pro Forma Net Income and Pro Forma Adjusted EBITDA, see the section entitled “The Business Combination Proposal — Certain CPH Historical and Projected Financial Information.”
The mailing address of CPH’s principal executive office is 6461 Downing Street, Denver, Colorado.
Newco
Newco is a wholly-owned subsidiary of Industrea formed solely for the purpose of effectuating the Business Combination. Upon the closing of the Business Combination, Newco will become the parent entity of both Industrea and CPH and will be renamed “Concrete Pumping Holdings, Inc.” Newco was incorporated as a Delaware corporation on August 29, 2018. Newco has no material assets and does not operate any business.
The mailing address of Newco’s principal executive office is 28 West 44th Street, Suite 501, New York, New York 10036. After the Business Combination, its principal executive office will be that of CPH.
Concrete Parent
Concrete Pumping Intermediate Acquisition Corp. is a wholly owned subsidiary of Newco formed solely for the purpose of effectuating the Business Combination. Concrete Parent was incorporated as a Delaware corporation on August 29, 2018. Concrete Parent has no material assets and does not operate any business.
The mailing address of Concrete Parent’s principal executive office is 28 West 44th Street, Suite 501, New York, New York 10036. After the Business Combination, its principal executive office will be that of CPH.
Concrete Merger Sub
Concrete Pumping Merger Sub Inc. is a wholly owned subsidiary of Concrete Parent formed solely for the purpose of effectuating the Business Combination. Concrete Merger Sub was incorporated as a Delaware corporation on August 29, 2018. Concrete Merger Sub has no material assets and does not operate any business. After the consummation of the Business Combination, it will cease to exist.
The mailing address of Concrete Merger Sub’s principal executive office is 28 West 44th Street, Suite 501, New York, New York 10036.
Industrea Merger Sub
Industrea Acquisition Merger Sub Inc. is a wholly owned subsidiary of Newco formed solely for the purpose of effectuating the Business Combination. Industrea Merger Sub was incorporated as a Delaware corporation on August 29, 2018. Industrea Merger Sub has no material assets and does not operate any business. After the consummation of the Business Combination, it will cease to exist.
The mailing address of Industrea Merger Sub’s principal executive office is 28 West 44th Street, Suite 501, New York, New York 10036.
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PGP Investors
PGP Investors has been designated by the parties to the Merger Agreement as the Holder Representative acting on behalf of the holders of CPH capital stock and CPH options.
The mailing address of the principal executive office of PGP Investors is 10250 Constellation Boulevard, Suite 2230, Los Angeles, CA 90067.
The Business Combination Proposal
On September 7, 2018, Industrea, Newco, CPH, certain subsidiaries of Newco, and PGP Investors, LLC, solely in its capacity as the initial Holder Representative, entered into the Merger Agreement, pursuant to which (a) a wholly owned indirect subsidiary of Newco will be merged with and into CPH, with CPH surviving the merger as a wholly owned indirect subsidiary of Newco, and (b) a wholly owned direct subsidiary of Newco will be merged with and into Industrea, with Industrea surviving the merger as a wholly owned subsidiary of Newco. As a result of the Industrea Merger, all of the issued and outstanding shares of Industrea common stock will be exchanged for an equal number of shares of Newco common stock, and all of the outstanding warrants to purchase Industrea common stock will be exercisable for an equal number of shares of Newco common stock on the existing terms and conditions of such warrants. For more information about the Business Combination, please see the section entitled “The Business Combination Proposal.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.
Consideration in the Business Combination
Under the Merger Agreement, (i) pursuant to the CPH Merger, Newco will indirectly acquire CPH for aggregate consideration of  $610 million (subject to certain customary adjustments), payable in cash after taking into account (x) any shares of CPH capital stock that are contributed to Newco in exchange for shares of Newco common stock (valued at $10.20 per share) prior to the consummation of the CPH Merger and (y) any CPH options that are converted into Newco options, and (ii) pursuant to the Industrea Merger, all of the issued and outstanding shares of Industrea common stock will be exchanged on a one-for-one basis for shares of Newco common stock, and all of the outstanding warrants to purchase Industrea common stock will be exercisable for an equal number of shares of Newco common stock on the existing terms and conditions of such warrants. The merger consideration payable in cash in the CPH Merger is expected to be between $446.9 million and $550.0 million, depending on the number of public shares that are redeemed in connection with the closing of the Business Combination.
For more information about the consideration to be paid to the CPH stockholders, please see the section entitled “The Business Combination Proposal.”
Rollover
U.S. Rollover
Pursuant to the terms of the Rollover Agreements, at the Closing but prior to the effective time of the CPH Merger, each Rollover Share will be contributed to Newco in consideration of the receipt of the applicable amount of shares of Newco common stock as set forth in the Rollover Agreements, and each Rollover Holder will cease to have any rights with respect to such Rollover Holder’s Rollover Shares, except the right to receive (i) from Newco, the applicable amount of shares of Newco common stock as set forth in the Rollover Agreements, (ii) such Rollover Holder’s share of a positive Adjustment Amount (as defined in the Merger Agreement any applicable tax refunds in accordance with the Merger Agreement and (iii) such Rollover Holder’s portion of the Indemnity Escrow Amount or Adjustment Escrow Amount (each as defined below), as determined pursuant to the Merger Agreement after the Closing.
At the Closing but prior to the effective time of the CPH Merger, Newco will contribute the Rollover Shares to Concrete Parent and Concrete Parent will assume all obligations to make payments with respect to such Rollover Shares (other than the obligation to issue the shares of Newco to the applicable Rollover Holder).
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Pursuant to the terms of the Rollover Agreements, at the Closing but prior to the effective time of the CPH Merger each Rollover ISO will, in accordance with its terms and the applicable Rollover Agreement, automatically convert into a fully-vested tax-qualified incentive stock option to acquire Newco common stock (each, a “Converted Option”), which will (A) cover a number of shares of Newco common stock determined by multiplying the number of shares of CPH’s common stock subject to such Rollover ISO immediately prior to the effective time of the CPH Merger by the Exchange Ratio (as defined in the Merger Agreement) and rounding such number down to the nearest whole share, and (B) have a per share of Newco common stock exercise price equal to the quotient obtained by dividing the per share exercise price of the Rollover ISO as of immediately prior to the effective time of the CPH Merger by the Exchange Ratio and rounding up to the nearest whole cent.
U.K. Rollover
Pursuant to the U.K. Share Purchase Agreement, Lux II has agreed to acquire from the U.K. Rollover Investors all of the outstanding indebtedness owed by Camfaud to the U.K. Rollover Investors as well as all outstanding B ordinary shares of £0.02 each in Camfaud held by the U.K. Rollover Investors, in each case for consideration consisting of cash and/or unsecured loan notes issued to the U.K. Rollover Investors by Lux II, which unsecured loan notes will be exchanged pursuant to the terms of certain put and call options in the form attached to the U.K. Share Purchase Agreement by certain subsidiaries of CPH and Concrete Parent and purchased in full at the closing of the Business Combination by Newco in exchange for shares of Newco common stock at a deemed price per share of  $10.20. U.K. Rollover Investors will also be entitled to receive a portion of the Adjustment Escrow Amount and Indemnity Escrow Amount, as determined pursuant to the Merger Agreement.
For more information, please see the section entitled “The Business Combination Proposal.”
Related Agreements
Argand Subscription Agreement
In order to finance a portion of the cash consideration payable in the Business Combination and the costs and expenses incurred in connection therewith, Newco and Industrea have entered into the Argand Subscription Agreement with the Argand Investor, an affiliate of our Sponsor, pursuant to which the Argand Investor has agreed to purchase immediately prior to the closing of the Business Combination 5,333,333 shares of Industrea common stock at a price of  $10.20 per share, or an aggregate cash purchase price of  $54.4 million, plus up to an additional 2,450,980 shares of Industrea common stock at a price of $10.20 per share, or up to an aggregate cash purchase price of  $25.0 million, to offset redemptions of public shares, if any, in connection with the Business Combination if such redemptions exceed $106.5 million.
PIPE Subscription Agreements
In order to finance a portion of the cash consideration payable in the Business Combination and the costs and expenses incurred in connection therewith, Newco and Industrea have entered into (i) a subscription agreement with the Lead Common Investor, pursuant to which (x) the Lead Common Investor has agreed to purchase immediately prior to the closing of the Business Combination an aggregate of 1,715,686 shares of Industrea’s common stock at a price of  $10.20 per share, or an aggregate cash purchase price of  $17.5 million and (y) Industrea has agreed to issue an aggregate of 190,632 additional shares of Industrea common stock to the Lead Common Investor as consideration for the Lead Common Investor’s obligation to purchase Industrea common stock under such agreement (and the Sponsor will also forfeit an equal number of Founder Shares); and (ii) a subscription agreement with Nuveen, pursuant to which Nuveen has agreed to purchase immediately prior to the closing of the Business Combination an aggregate of 2,450,980 shares of Series A Preferred Stock at a price of  $10.20 per share, or an aggregate cash purchase price of  $25.0 million.
Debt Financing
In order to finance a portion of the cash consideration payable in the Business Combination and the costs and expenses incurred in connection therewith, Concrete Merger Sub, a wholly owned indirect
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subsidiary of Newco that will merge with and into CPH in the CPH Merger, will obtain third-party debt financing consisting of  (i) a senior secured term loan facility, consisting of a term loan B facility in an aggregate principal amount equal to $350.0 million; and (ii) a senior secured asset-based loan revolving credit facility in an aggregate amount of  $60.0 million; provided, however, that only a portion of ABL Facility funds may be utilized on the Closing Date to pay the cash consideration payable in the Business Combination and the costs and expenses incurred in connection therewith.
On September 7, 2018, Concrete Merger Sub executed (i) the Term Commitment Letter from CS AG to provide the Term Loan Facility, and (ii) the ABL Commitment Letter from Wells Fargo to provide the ABL Facility, subject to the conditions set forth in each Debt Commitment Letter.
The commitments of the CS AG and Wells Fargo with respect to the Senior Secured Credit Facilities, and each Debt Commitment Party’s agreements to perform the services described in the Debt Commitment Letters, will automatically terminate at 11:59 p.m., New York City time, on the first to occur of  (i) the date of the termination of the arrangement agreement by Concrete Merger Sub or with Concrete Merger Sub’s written consent prior to closing of the Business Combination, (ii) the date of closing of the Business Combination without the use of proceeds from the Senior Secured Credit Facilities or (iii) March 13, 2019.
The documentation governing the Debt Financing has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described herein. Although the Debt Financing described in this document is not subject to a due diligence or “market out”, such financing may not be considered assured. The obligation of the arrangers to provide the Debt Financing under the Debt Commitment Letters is subject to a number of conditions. There is a risk that these conditions will not be satisfied and the Debt Financing may not be funded when required. As of the date of this proxy statement/prospectus, no alternative financing arrangements or alternative financing plans have been made in the event the Debt Financing is not available.
Stockholders Agreement
In connection with the Business Combination, Newco, the Initial Stockholders, the Argand Investor and certain CPH stockholders, are expected to enter into the Stockholders Agreement. Pursuant to the Stockholders Agreement:

the Initial Stockholders have agreed not to transfer the Founder Shares until the earlier of  (A) one year after the Closing or (B) subsequent to the Closing, (x) if the last sale price of the Newco common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) following the Closing, the date on which Newco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Newco’s stockholders having the right to exchange their shares of Newco common stock for cash, securities or other property;

the Initial Stockholders have agreed not to transfer the private placement warrants until 30 days after the Closing;

each CPH Management Holder (as defined therein) has agreed not to transfer any shares of Newco common stock acquired by such CPH Management Holder in connection with the Business Combination for a period commencing on the date of Closing and ending on the date that is (a) the first anniversary of the Closing with respect to one-third (1/3) of such CPH Management Holder’s Newco securities held as of the date of Closing; (b) the second anniversary of the Closing with respect to one-third (1/3) of such CPH Management Holder’s Newco securities held as of the date of Closing; and (c) the third anniversary of the Closing with respect to one-third (1/3) of such CPH Management Holder’s Newco securities held as of the date of Closing;
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each Non-Management CPH Holder (as defined therein) may not transfer any shares of Newco common stock acquired by such Non-Management CPH Holder in connection with the Business Combination for a period commencing on the date of Closing and ending on the date that is one hundred and eighty (180) days after the Closing; and

The Argand Investor may not transfer any shares of Newco common stock acquired by the Argand Investor in exchange for the Industrea common stock issued to it pursuant to the Argand Subscription Agreement for a period commencing on the date of Closing and ending on (a) if the number of shares issued to Peninsula pursuant to the terms of its Rollover Agreement does not exceed the Peninsula Threshold (as defined in the Stockholders Agreement), the date that is one hundred and eighty (180) days after the Closing, or (b) if the number of shares issued to Peninsula pursuant to the terms of its Rollover Agreement exceeds the Peninsula Threshold, the date that is one year after the Closing.
In addition, pursuant to its Rollover Agreement, Peninsula will have the right, upon the Closing, to designate: (i) one individual to serve as a Class I director if it beneficially owns more than 5% and up to 15% of the issued and outstanding shares of Newco common stock upon the Closing; (ii) two individuals, one to serve as a Class I director and one to serve as a Class II director, if it beneficially owns more than 15% and up to 25% of the issued and outstanding shares of Newco common stock upon the Closing; and (iii) three individuals, one to serve as a Class I director, one to serve as a Class II director, and one to serve as a Class III director, if it beneficially owns more than 25% of the issued and outstanding shares of Newco common stock upon the Closing. Under the Stockholders Agreement, Newco has agreed to nominate the foregoing director designees for so long as Peninsula owns the amounts set forth in the foregoing sentence. If Peninsula’s beneficial ownership falls below one of these threshholds, Peninsula’s nomination right in respect of such threshold will expire. These additional directors, if any, have not yet been identified by Peninsula.
The Stockholders Agreement also provides that Newco will, not later than 90 days after the Closing, file a registration statement covering the Founder Shares, the private placement warrants (including any common stock issued or issuable upon exercise of any such private placement warrants) and the shares of Newco common stock issued to the CPH stockholders at the Closing. In addition, these stockholders will have certain demand and “piggyback” registration rights following the consummation of the Business Combination. Newco will bear certain expenses incurred in connection with the exercise of such rights.
Backstop
Under the Merger Agreement and related agreements, redemptions of public shares in connection with the Business Combination, if any, will be offset in the following manner: (i) the first $106.5 million of redemptions will be offset using proceeds from the Debt Financing and the PIPE Financing; (ii) the next $25.0 million of redemptions will be offset by the sale to the Argand Investor of Industrea common stock at $10.20 per share under the Argand Subscription Agreement; and (iii) any remaining redemptions will be offset by the contribution by Peninsula of additional shares of CPH capital stock to Newco in exchange for additional shares of Newco common stock, in which case the Sponsor will also forfeit to Industrea for cancellation a number of Founder Shares equal to 10% of the number of shares of Industrea common stock issued to Peninsula under this clause (iii) (such that the net dilutive effect of such sale is equivalent to a sale price of  $10.20 per share), plus 190,632 Founder Shares in connection with the subscription agreement with the Lead Common Investor.
Expense Reimbursement Letter
As a condition to each of CPH’s and Peninsula’s execution and delivery of the Merger Agreement and a Rollover Agreement, respectively, the Argand Investor has agreed, pursuant to the Expense Reimbursement Letter, to reimburse CPH for up to $3,000,000 of documented out-of-pocket fees and expenses that are payable to third party service providers engaged by CPH or its subsidiaries in connection with the transactions contemplated by the Merger Agreement and Peninsula’s Rollover Agreement and the preparation and negotiation of the Merger Agreement if the Merger Agreement is terminated by CPH pursuant to the termination provisions of the Merger Agreement relating to (i) uncured breaches of any
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representation, warranty, covenants or agreements or failure to consummate the Business Combination by the Industrea Parties, (ii) the Industrea Board’s failure to recommend approval of the Business Combination or Nasdaq Proposal to Industrea’s stockholders or effecting a change in such recommendation, or (iii) failure to obtain approval of the Business Combination Proposal or the Nasdaq Proposal at the Special Meeting.
Pursuant to the Expense Reimbursement Letter, at the Rollover Closing (as defined in Peninsula’s Rollover Agreement), the Sponsor has agreed to surrender and Industrea will cancel for no consideration, a number of Founder Shares (or at the Sponsor’s option, shares of Class A common stock) equal to ten percent (10%) of the aggregate number of shares of Newco common stock issued to Peninsula, if any, pursuant to Peninsula’s agreement to offset Redemptions pursuant to its Rollover Agreement.
In addition, in the event Peninsula is required to fund any amount to offset Redemptions in accordance with its Rollover Agreement, the Sponsor has agreed to waive the conversion adjustment set forth in the Industrea Charter with respect to the Founder Shares such that all Founder Shares will be convertible into shares of Class A common stock on a one-for-one basis. In the event Peninsula is not required to fund any amount to offset Redemptions in accordance with its Rollover Agreement, the conversion adjustment set forth in the Industrea Charter will be limited such that the maximum total number of additional shares of Class A common stock that the holders of the Founder Shares receive as a result of any conversion of the Founder Shares into shares of Class A common stock in excess of the total number of shares of Class A common stock that the holders of Founder Shares would receive as a result of a conversion of the Founder Shares on a one-for-one basis will be the sum of  (i) 1,523,965 plus (ii) 25% of the total number of shares of Class A common stock purchased by the Argand Investor pursuant to its obligation to offset up to $25.0 million of Redemptions under the Argand Subscription Agreement.
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Organizational Structure
The following diagram depicts the current organizational structure of Industrea and Newco:
[MISSING IMAGE: tv502340_chrt-flow1.jpg]
The following diagram depicts the current ownership structure of CPH:
[MISSING IMAGE: tv502340_chrt-flow2.jpg]
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The following diagram illustrates the ownership structure of the post-combination company immediately following the Business Combination. Percentage ownership amounts are subject to change based upon any redemptions by the public stockholders in connection with the Business Combination:
[MISSING IMAGE: tv502340_chrt-flow3.jpg]
Redemption Rights
Pursuant to the Industrea Charter, we are providing our public stockholders with the opportunity to redeem, upon the closing of the Business Combination, public shares then held by them for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our IPO, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their public shares will not be reduced by the deferred underwriting commission totaling $8,050,000 that we will pay to the underwriters of our IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, as of August 31, 2018, the estimated per share redemption price would have been approximately $10.30.
You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to [    ], Eastern Time, on [           ], 2018, (a) submit a written request to the Transfer Agent that Industrea redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.
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A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of Class A common stock included in the units sold in our IPO. We have no specified maximum redemption threshold under the Industrea Charter, other than the aforementioned 15% threshold, except that in no event will we redeem shares of our Class A common stock in an amount that would cause our net tangible assets to be less than $5,000,001. Each redemption of public shares by our public stockholders will reduce the amount in our trust account. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in this proxy statement/prospectus assumes that none of our public stockholders exercise their redemption rights with respect to their public shares.
If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of the post-combination company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section entitled “Special Meeting of Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Impact of the Business Combination on the Public Float
It is anticipated that, upon completion of the Business Combination, assuming no public stockholders exercise their redemption rights, taking into account (a) the Series A Preferred Stock on an as-converted basis and (b) all “in-the-money” options that will be issued at the closing of the Business Combination to certain current and former members of CPH Management:

our public stockholders will own approximately 52%;

our Initial Stockholders and the Argand Investor will own approximately 25%;

CPH Management will own approximately 9% (based on the most recent estimated Rollover amounts for members of CPH Management, which may increase at Closing in accordance with the Rollover Agreements);

Nuveen will own approximately 6%;

the Lead Common Investor will own approximately 4%;

Peninsula will own approximately 2%; and

the former CPH employee shareholders will own approximately 2% of the issued and outstanding shares of Newco common stock.
The ownership percentages set forth above do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the closing of the Business Combination) or (b) the issuance of any shares upon completion of the Business Combination under the Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex C, but does include Founder Shares. Prior to the completion of the Industrea Merger, the outstanding Founder Shares are expected to convert into Class A common stock in accordance with the Industrea Charter, subject to the limitations (i) set forth in the Expense Reimbursement Letter and (ii) that, in the event that there are no redemptions by public stockholders, the Sponsor has agreed that the conversion ratio for the Founder Shares shall be no greater than 1:1.0331, such that the number of Class A shares to be issued upon the conversion of the Founder Shares in such case would be 5,940,632 Class A shares (190,632 of which would be forfeited in connection with the Subscription Agreement with the Lead Common Investor). Under the Expense Reimbursement Letter, if Peninsula is not required to offset Redemptions under its Rollover Agreement, then to the extent that the Argand Investor’s $25 million backstop obligation is utilized, the Sponsor will be entitled to receive up to an additional 2,136,710 shares of Class A common stock upon conversion of the Founder Shares (190,632 of which would be forfeited in connection with the Subscription Agreement with the Lead Common Investor). If Peninsula is required to offset any Redemptions, then the Founder Shares will
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convert on a one-for-one basis and the Sponsor will be required to forfeit a number of Founder Shares equal to 10% of the number of shares issued to Peninsula in connection with its agreement to offset Redemptions, plus 190,632 Founder Shares in connection with the subscription agreement with the Lead Common Investor. As a result, after giving effect to all forfeitures, Industrea expects to issue between 4,436,275 and 7,696,078 shares of Class A common stock pursuant to the conversion of the Founder Shares. If the actual facts are different than the assumptions set forth above, the percentage ownership numbers set forth above will be different. In particular, if public stockholders exercise their redemption rights, additional shares could be issued to the Argand Investor and Peninsula pursuant to the Backstop and to the Sponsor pursuant to the conversion of Founder Shares (subject to the limitations set forth in the Expense Reimbursement Letter).
For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
Board of Directors of Newco Following the Business Combination
Upon consummation of the Business Combination, the Newco Board is expected to consist of nine directors divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to Newco’s first annual meeting of stockholders) serving a three-year term. If each director nominee is elected at the Special Meeting, Heather L. Faust, David G. Hall and Iain Humphries will be Class I directors serving until the 2019 annual meeting of stockholders, Brian Hodges, John M. Piecuch and Howard D. Morgan will be Class II directors serving until the 2020 annual meeting of stockholders, and David A.B. Brown, Tariq Osman and Bruce Young will be Class III directors serving until the 2021 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Industrea believes it is in the best interests of its stockholders to allow stockholders to vote upon the election of newly appointed directors.
In addition, pursuant to its Rollover Agreement, Peninsula will have the right, upon the Closing, to designate: (i) one individual to serve as a Class I director if it beneficially owns more than 5% and up to 15% of the issued and outstanding shares of Newco common stock upon the Closing; (ii) two individuals, one to serve as a Class I director and one to serve as a Class II director, if it beneficially owns more than 15% and up to 25% of the issued and outstanding shares of Newco common stock upon the Closing; and (iii) three individuals, one to serve as a Class I director, one to serve as a Class II director, and one to serve as a Class III director, if it beneficially owns more than 25% of the issued and outstanding shares of Newco common stock upon the Closing. Under the Stockholders Agreement, Newco has agreed to nominate the foregoing director designees for so long as Peninsula owns the amounts set forth in the foregoing sentence. If Peninsula’s beneficial ownership falls below one of these threshholds, Peninsula’s nomination right in respect of such threshold will expire. These additional directors, if any, have not yet been identified by Peninsula.
Please see the section entitled “The Director Election Proposal” for additional information.
The Charter Proposals
The Charter Proposals, if approved, will approve the following material differences between the Newco Charter that will be in effect upon the closing of the Business Combination and the Industrea Charter:

the name of the new public company will be “Concrete Pumping Holdings, Inc.” as opposed to “Industrea Acquisition Corp.”;

Newco will have 500,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, as opposed to Industrea having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and

Newco Charter will not include the various provisions applicable only to special purpose acquisition companies that the Industrea Charter contains.
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This vote, however, will not actually result in stockholders of Industrea approving the Newco Charter or amendments to the Industrea Charter but instead will simply approve the aforementioned material differences in the two sets of documents. Please see the section entitled “The Charter Proposals.”
Other Proposals
In addition, at the Special Meeting, Industrea’s stockholders will be asked to vote on:
1.
A proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Industrea’s issued and outstanding common stock pursuant to the Business Combination;
2.
A proposal to elect nine directors who, upon consummation of the Business Combination, will be the directors of Newco;
3.
A proposal to approve the Incentive Plan, which is an incentive compensation plan for employees, directors and consultants of Newco and its subsidiaries, including CPH, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C; and
4.
A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal.
Date, Time and Place of Special Meeting
The Special Meeting will be held on [           ], 2018, at [  ] a.m., Eastern Time, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.
Voting Power; Record Date
Only Industrea stockholders of record at the close of business on [           ], 2018, the record date for the Special Meeting, will be entitled to vote at the Special Meeting. You are entitled to one vote for each share of Industrea common stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 28,750,000 shares of Industrea common stock outstanding and entitled to vote, of which 23,000,000 are shares of Class A common stock and 5,750,000 are Founder Shares held by our Initial Stockholders.
Tax Considerations
It is anticipated that the Industrea Merger will constitute a tax-deferred transaction pursuant to Section 351 of the Code, and that holders of our Class A common stock generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of their Class A common stock for Newco common stock. You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of the Business Combination to you. See the section entitled “Material United States Federal Income Tax Considerations.”
Accounting Treatment
The Business Combination will be accounted for by applying the acquisition method, which requires the determination of the accounting acquirer, the acquisition date, the fair value of the purchase consideration to be transferred, the fair value of assets and liabilities of the acquiree and the measurement of goodwill.
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ASC Topic 805-10, “Business Combinations — Overall” (“ASC 805-10”) provides that in identifying the acquiring entity in a business combination effected primarily through an exchange of equity interests, the acquirer is usually the entity that issues equity interests but all pertinent facts and circumstances must be considered in determining the acquirer. Other pertinent facts and circumstances to consider include the relative voting rights of the shareholders of the constituent companies in the combined entity, the composition of the board of directors and senior management of the combined company, the relative size of each company and the terms of the exchange of equity interests in the Business Combination, including payment of any premium.
Although Newco will issue equity interests in the Business Combination, since it is a new entity formed solely to issue these equity interests to effect the Business Combination, it would not be considered the acquirer and one of the combining entities that existed before the Business Combination must be identified as the acquirer.
Industrea will be considered the accounting acquirer and CPH will be considered the accounting acquiree since Industrea is considered to be a substantive entity. The ultimate determination of the accounting acquirer is a qualitative and quantitative assessment that requires careful consideration, of which the final determination will occur after the consummation of the Business Combination. Under the acquisition method of accounting, Industrea will allocate the purchase price of this acquisition to tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated acquisition-date fair values. These estimates will be determined through established and generally accepted valuation techniques. Business Combination costs will be expensed as incurred.
Appraisal Rights
Appraisal rights are not available to Industrea stockholders in connection with the Business Combination.
Proxy Solicitation
Proxies may be solicited by mail. Industrea has engaged Morrow to assist in the solicitation of proxies.
If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting of Stockholders — Revoking Your Proxy.”
Interests of Certain Persons in the Business Combination
In considering the recommendation of the Industrea Board to vote in favor of the Business Combination, stockholders should be aware that our Sponsor and certain members of the Industrea Board and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. The Industrea Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination.
These interests include, among other things:

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

the fact that our Initial Stockholders paid an aggregate of  $25,000 for the Founder Shares, which in certain circumstances could convert into up to 7,696,078 shares of Class A common stock in accordance with the Industrea Charter prior to the completion of the Industrea Merger, and such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $78,630,498.70 based on the closing price of our public shares on Nasdaq on September 7, 2018, but, given the restrictions on such shares, we believe such shares have less value;
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the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if we fail to complete an initial business combination by August 1, 2019;

the fact that our Initial Stockholders paid an aggregate of  $11,100,000 for 11,100,000 private placement warrants and that such private placement warrants will expire worthless if a business combination is not consummated by August 1, 2019;

the right of our Initial Stockholders to receive shares of Newco common stock in connection with the Business Combination and shares of Newco to be issued to our Initial Stockholders upon exercise of their private placement warrants following the Business Combination, subject to certain lock-up periods;

the fact that, at the option of our Sponsor, any amounts outstanding under any loan made by our Sponsor or an affiliate of our Sponsor to Industrea in an aggregate amount up to $1,500,000, may be converted into warrants to purchase Newco common stock following the Business Combination;

if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

the anticipated continuation of six of our existing directors, Messrs. David A.B. Brown, David G. Hall, Brian Hodges, Howard D. Morgan and Tariq Osman and Ms. Heather L. Faust as directors of the post-combination company;

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination; and

the fact that our Sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by August 1, 2019.
The Industrea Board’s Reasons for the Approval of the Business Combination
After careful consideration, the Industrea Board recommends that Industrea stockholders vote “FOR” each proposal and “FOR” each of the director nominees being submitted to a vote of Industrea stockholders at the Special Meeting.
The Industrea Board considered a wide variety of factors in connection with its evaluation of the Business Combination. For a more complete description of the Industrea Board’s reasons for the approval of the Business Combination and the recommendation of the Industrea Board, see the section entitled “The Business Combination Proposal — The Industrea Board’s Reasons for the Approval of the Business Combination.”
Conditions to Closing of the Business Combination
Conditions to Obligations of Each Party
The respective obligations of the Industrea Parties and CPH to consummate, or cause to be consummated, the Business Combination are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:

All waiting periods under the HSR Act applicable to the Business Combination will have expired or been terminated.
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There will not be in force any law, injunction or order of any court of competent jurisdiction enjoining or prohibiting the consummation of the Business Combination.

The approval by the Industrea stockholders of each of the proposals at the Special Meeting will have been obtained.
Conditions to the Obligations of the Industrea Parties
The obligations of the Industrea Parties to consummate, or cause to be consummated, the Business Combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Industrea Parties:

Each of the representations and warranties of CPH set forth in Sections 4.1 (Organization), 4.2(a) (Subsidiaries), 4.3 (Due Authorization), 4.4(b) (No Conflict), 4.6 (Capitalization), 4.7 (Capitalization of Subsidiaries) and 4.16 (Brokers’ Fees) of the Merger Agreement will be true and correct in all respects, except for inaccuracies that are de minimis in amount and effect, as of the Closing Date, as if made anew at and as of that date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties will be true and correct in all material respects at and as of such date. Each of the other representations and warranties of CPH contained in Article IV of the Merger Agreement (other than those specifically identified in the immediately preceding sentence), disregarding all qualifications contained in the Merger Agreement relating to materiality or Material Adverse Effect, will be true and correct as of the Closing Date, as if made anew at and as of that date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties will be true and correct at and as of such date, except for any inaccuracy or omission that would not reasonably be expected to have a Material Adverse Effect on CPH.

Each of the covenants of CPH and the Holder Representative to be performed at or prior to the Closing will have been performed in all material respects.

CPH will have delivered to Industrea a certificate signed by an officer of CPH, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in the two bullet points above have been fulfilled.

CPH will have delivered (or cause to have been delivered) each of the Closing deliverables to be delivered by it pursuant to Section 3.2(d) of the Merger Agreement.

Since the date of the Merger Agreement, there will not have occurred a Material Adverse Effect with respect to CPH.

CPH will have delivered to Industrea a written consent of the stockholders of CPH approving and adopting the Merger Agreement and the Business Combination in accordance with Section 251 of the DGCL within two (2) business days after the date of the Merger Agreement.
Conditions to the Obligations of CPH
The obligations of CPH to consummate, or cause to be consummated, the Business Combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by CPH:

Each of the representations and warranties of the Industrea Parties set forth in Sections 5.1 (Organization), 5.2 (Due Authorization), 5.3(b) (No Conflict), 5.5 (Capitalization), 5.15 (Brokers’ Fees), 5.16 (Solvency; Concrete Surviving Corporation After the Concrete Merger), 5.22 (Industrea Vote Required) of the Merger Agreement will be true and correct in all respects, except for inaccuracies that are de minimis in amount and effect, as of the Closing Date, as if made anew at and as of that date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties will be true and correct in all material respects at and as of such date. Each of the other representations and warranties of the Industrea Parties contained in Article V of the Merger Agreement (other than those specifically identified in the immediately preceding sentence), disregarding all qualifications contained in the
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Merger Agreement relating to materiality or Material Adverse Effect, will be true and correct as of the Closing Date, as if made anew at and as of that date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties will be true and correct at and as of such date, except for any inaccuracy or omission that would not reasonably be expected to have a Material Adverse Effect on Industrea Parties.

Each of the covenants of the Industrea Parties to be performed at or prior to the Closing will have been performed in all material respects.

The Registration Statement of which this proxy statement/prospectus forms a part (the “Registration Statement”) will have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement will have been issued by the SEC and no proceedings for that purpose will have been initiated or threatened by the SEC.

The Newco common stock to be issued to the CPH stockholders in connection with the Rollover will have been approved for listing on Nasdaq, subject to official notice of issuance.

The Industrea Parties will have delivered or caused to be delivered a true and correct copy of the notice delivered of the Trustee required to terminate the Trust Account with instructions to pay the funds in the Trust Account (less any amounts attributable to redeemed shares of Class A common stock) to make the payments contemplated by the Merger Agreement.

Industrea will have delivered to CPH a certificate signed by an officer of Industrea, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in the two bullet points above have been fulfilled.

The Industrea Parties will have delivered (or cause to have been delivered) each of the Closing deliverables to be delivered by it pursuant to the Merger Agreement.

The Industrea Parties will have delivered or caused to CPH evidence of the approval and adoption of the Merger Agreement and the Business Combination by the sole stockholder of Industrea Merger Sub and the sole stockholder of Concrete Merger Sub within two (2) business days after the date of the Merger Agreement.
Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On or about September 10, 2018, Industrea filed the required forms under the HSR Act with the Antitrust Division and the FTC.
At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result. Neither Industrea nor CPH is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
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Quorum and Required Vote for Proposals for the Special Meeting
A quorum of Industrea stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the Industrea common stock outstanding and entitled to vote at the Special Meeting is represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.
Approval of the Business Combination Proposal and each of the Charter Proposals require the affirmative vote of the holders of a majority of the outstanding shares of Industrea common stock. A stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have the same effect as a vote “AGAINST” the Business Combination Proposal and each of the Charter Proposals. Our Initial Stockholders have agreed to vote their Founder Shares and any public shares purchased during or after the IPO in favor of the Business Combination Proposal.
Approval of the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of the holders of majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote thereon at the Special Meeting. If a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have no effect on the outcome of any vote on the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal.
The election of directors pursuant to the Director Election Proposal will be determined by a plurality of the votes cast by stockholders present in person or by proxy at the Special Meeting and entitled to vote thereon. This means that the nine director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have no effect on the election of directors.
The Business Combination is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal at the Special Meeting. Each of the proposals other than the Business Combination Proposal is conditioned on the approval of the Business Combination Proposal, other than the Adjournment Proposal, which is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal or the Nasdaq Proposal does not receive the requisite vote for approval, we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by August 1, 2019, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to our public stockholders.
Independent Director Oversight
The Industrea Board is comprised of a majority of independent directors who are not affiliated with our Sponsor and its affiliates. In connection with the Business Combination, our independent directors, David A.B. Brown, Thomas K. Armstrong, Jr., David G. Hall, Brian Hodges and Gerard F. Rooney, took an active role in evaluating the proposed terms of the Business Combination. As part of their evaluation of the Business Combination, our independent directors were aware of the potential conflicts of interest with our Sponsor and its affiliates that could arise with regard to the proposed terms of the Merger Agreement. Our independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of Industrea Board, the Merger Agreement and the Business Combination.
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Recommendation to Industrea Stockholders
The Industrea Board believes that each of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal to be presented at the Special Meeting is in the best interests of Industrea and our stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals.
When you consider the recommendation of the Industrea Board in favor of approval of the Business Combination Proposal, you should keep in mind that our Sponsor and certain members of the Industrea Board and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

the fact that our Initial Stockholders paid an aggregate of  $25,000 for the Founder Shares, which in certain circumstances could convert into up to 7,696,078 shares of Class A common stock in accordance with the Industrea Charter prior to the completion of the Industrea Merger, and such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $78,630,498.70 based on the closing price of our public shares on Nasdaq on September 7, 2018, but, given the restrictions on such shares, we believe such shares have less value;

the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if we fail to complete an initial business combination by August 1, 2019;

the fact that our Initial Stockholders paid an aggregate of  $11,100,000 for 11,100,000 private placement warrants and that such private placement warrants will expire worthless if a business combination is not consummated by August 1, 2019;

the right of our Initial Stockholders to receive shares of Newco common stock in connection with the Business Combination and shares of Newco to be issued to our Initial Stockholders upon exercise of their private placement warrants following the Business Combination, subject to certain lock-up periods;

the fact that, at the option of our Sponsor, any amounts outstanding under any loan made by our Sponsor or an affiliate of our Sponsor to Industrea in an aggregate amount up to $1,500,000, may be converted into warrants to purchase Newco common stock following the Business Combination;

if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

the anticipated continuation of six of our existing directors, Messrs. David A.B. Brown, David G. Hall, Brian Hodges, Howard D. Morgan and Tariq Osman and Ms. Heather L. Faust as directors of the post-combination company;

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination; and

the fact that our Sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by August 1, 2019.
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Risk Factors
In evaluating the Business Combination and the proposals to be considered and voted on at the Special Meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 51 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of Industrea and CPH to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of the post-combination company following consummation of the Business Combination.
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SELECTED HISTORICAL FINANCIAL INFORMATION OF INDUSTREA
The following table sets forth selected historical financial information derived from Industrea’s unaudited condensed financial statements as of and for the six months ended June 30, 2018 and as of and for the period from April 7, 2017 (inception) through June 30, 2017, and the audited financial statements as of December 31, 2017 and for the period from April 7, 2017 (inception) through December 31, 2017, each of which is included elsewhere in this proxy statement/prospectus. Such unaudited interim financial information has been prepared on a basis consistent with Industrea’s audited financial statements.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Industrea Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Industrea’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.
Six Months
Ended
June 30, 2018
(unaudited)
For the period from
April 7, 2017
(date of inception)
through
June 30, 2017
(unaudited)
For the period from
April 7, 2017
(date of inception)
through
December 31, 2017
Statement of Operations Data:
Total interest income
$ 1,993,078 $ $ 935,034
Total expenses
396,707 1,252,700
Net income (loss)
$ 522,980 $ (874) $ (317,666)
Net income (loss) per common share
Basic
$ 0.08 $ (0.00) $ (0.05)
Diluted
$ 0.02 $ (0.00) $ (0.05)
Weighted average shares outstanding
Basic
6,925,481(1) 5,750,000 6,416,126(2)
Diluted
28,750,000 5,750,000 6,416,126(2)
Balance Sheet Data (end of period):
Cash
$ 829,738 $ 828,555
Cash and marketable securities held in Trust Account
$ 236,743,331 $ 235,195,034
Total assets
$ 237,805,498 $ 236,295,754
Class A common stock, $0.0001 par value; 21,867,235
and 21,815,963 shares subject to possible redemption
(at $10.20 per share) at June 30, 2018 and
December 31, 2017, respectively
$ 223,045,797 $ 222,522,823
Total liabilities
$ 9,759,694 $ 8,772,930
Total stockholders’ equity
$ 5,000,007 $ 5,000,001
Cash Flow Data:
Net cash provided by (used in) operating activities
$ (465,176) $ $ (801,935)
Net cash provided by (used in) investing activities
$ 444,781 $ $ (234,260,000)
Net cash provided by financing activities
$ 21,578 $ 20,000 $ 235,890,490
(1)
This number excludes an aggregate of 21,867,235 shares subject to possible redemption at June 30, 2018.
(2)
This number excludes an aggregate of up to 21,815,963 shares subject to redemption at December 31, 2017.
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SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF CPH
We are providing the following selected historical consolidated financial information of CPH to assist in the analysis of the financial aspects of the Business Combination. The selected historical consolidated balance sheet data as of April 30, 2018 and the selected historical consolidated statements of income and cash flows data for each of the six months ended April 30, 2018 and 2017 have been derived from CPH’s unaudited condensed consolidated financial statements that are included elsewhere in this proxy statement/​prospectus. The selected historical consolidated balance sheet data as of October 31, 2017, and 2016 and the selected historical consolidated statements of income and cash flows data for each of the years ended October 31, 2017, 2016 and 2015 have been derived from CPH’s audited consolidated financial statements that are included elsewhere in this proxy statement/prospectus. The selected consolidated balance sheet data as of October 31, 2015 has been derived from CPH’s audited consolidated financial statements that are not included in this proxy statement/prospectus. CPH’s consolidated financial statements have been prepared in accordance with GAAP. Such unaudited interim financial information has been prepared on a basis consistent with CPH’s audited consolidated financial statements.
This information should be read in conjunction with “Risk Factors,” “CPH Management’s Discussion and Analysis of Financial Condition and Results of Operations” and CPH’s consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus. The selected historical consolidated financial information in this section is not intended to replace CPH’s historical consolidated financial statements and the related notes thereto included elsewhere in this proxy statement/prospectus. CPH’s historical results are not necessarily indicative of future results.
Six Months Ended April 30,
Year Ended October 31,
(in thousands, except share and per share data)
2018
2017
2017
2016
2015
(unaudited)
(unaudited)
Statement of operations information:
Revenues
$ 109,206 $ 96,525 $ 211,211 $ 172,426 $ 147,361
Cost of operations
61,963 56,912 121,451 97,242 84,516
Gross profit(1)
47,242 39,613 89,759 75,184 62,845
Operating expenses
General and administrative expenses
22,260 22,273 45,050 34,917 29,801
Transaction costs
1,125 3,864 4,490 3,691 1,254
Amortization of intangibles
3,829 3,727 7,815 5,674 5,855
Operating income(1)
20,027 9,748 32,405 30,902 25,935
Other (expense) income
Interest expense, net
(10,213) (11,495) (22,748) (19,516) (20,492)
Other (expense) income
20 (141) (4,987) (698) 86
Income before income tax(1)
9,834 (1,888) 4,670 10,687 5,529
Income tax (expense) benefit
12,334 (1,251) (3,757) (4,454) (2,020)
Net income(1)
$ 22,168 $ (3,139) $ 913 $ 6,234 $ 3,509
Less: Net loss attributable to noncontrolling interest
0 0 0 (36) (45)
Net Income attributable to Concrete Pumping Holdings, Inc. and Subsidiaries(1)
$ 22,168 $ (3,139) $ 913 $ 6,270 $ 3,555
(1)
Subtotals in the table above may not recalculate due to rounding.
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As of April 30,
As of October 31,
(in thousands)
2018
2017
2016
2015
(unaudited)
Balance sheet data:
Cash and cash equivalents
$ 3,889 $ 6,925 $ 3,249 $ 11,278
Total current assets
46,125 46,705 32,298 40,329
Property and equipment, net
195,317 175,542 138,686 128,955
Total assets
360,229 338,847 254,929 268,136
Total current liabilities
89,871 96,302 31,583 26,970
Total long-term debt
175,539 156,985 142,254 167,921
Total stockholders’ equity
43,026 19,156 21,915 30,746
Total working capital
(43,746) (49,597) 715 13,360
Six Months Ended April 30,
Year Ended October 31,
(in thousands)
2018
2017
2017
2016
2015
(unaudited)
Cash flow data:
Net cash provided by (used in):
Operating activities
$ 13,151 $ 2,878 $ 34,226 $ 35,757 $ 25,554
Investing activities
(29,175) (48,736) (83,089) (28,974) (18,110)
Financing activities
11,426 46,714 52,764 (14,813) (3,764)
Other financial data (unaudited):
Adjusted EBITDA(1)
$ 34,094 $ 29,213 $ 68,364 $ 59,644 $ 49,564
Adjusted EBITDA margin(2)
31.22% 30.26% 32.37% 34.59% 33.63%
(1)
Adjusted EBITDA measures performance by adjusting EBITDA for certain income and expense items that are not considered part of CPH’s core operations. See “The Business Combination Proposal — Certain CPH Historical and Projected Financial Information” in the section of this proxy statement/prospectus for an explanation of these Non-GAAP measures and reconciliation to net income, the most comparable GAAP measure.
(2)
Adjusted EBITDA margin is Adjusted EBITDA divided by revenues.
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The selected unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus.
The following unaudited pro forma condensed combined financial statements give effect to the Business Combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The Business Combination will be accounted for as an acquisition of CPH (the accounting acquiree) by Industrea (the accounting acquirer) since Industrea is considered to be a substantive entity. Additionally, immediately following completion of the transaction, the stockholders of Industrea immediately prior to the Business Combination will have effective control of Newco, the post-combination company, through their approximate 52% ownership interest in the combined entity, assuming no share redemptions (36% in the event of maximum share redemptions), and their ability to elect a majority of the board of directors.
The historical consolidated financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Business Combination and the proposed related financing transactions, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the post-combination company. The unaudited pro forma condensed combined balance sheet is based on the historical unaudited consolidated balance sheet of CPH and the unaudited condensed balance sheet of Industrea, in each case as of June 30, 2018, and has been prepared to reflect the Business Combination and the proposed related financing transactions as if they occurred on June 30, 2018. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018 and the year ended December 31, 2017 combines the historical results of operations of CPH for those periods and for Industrea for the periods described below, giving effect to the Business Combination and the proposed related financing transactions as if they occurred on January 1, 2017.
The unaudited pro forma condensed combined statement of operations information for the six months ended June 30, 2018 was derived from CPH’s unaudited consolidated statement of income for the six months ended April 30, 2018 and Industrea’s unaudited condensed statement of operations for the six months ended June 30, 2018 included elsewhere in this proxy statement/prospectus. Such unaudited interim financial information has been prepared on a basis consistent with the audited financial statements of CPH and Industrea, respectively, each of which is included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined statement of operations information for the year ended December 31, 2017 was derived from CPH’s audited consolidated statement of income for the year ended October 31, 2017 and Industrea’s audited statement of operations for the period from April 7, 2017 (inception) through December 31, 2017 included elsewhere in this proxy statement/prospectus.
These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would actually have been obtained had the Business Combination and the proposed related financing transactions been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The selected unaudited pro forma condensed combined financial information below should be read in conjunction with the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “CPH Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industrea’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto of CPH and Industrea included elsewhere in this proxy statement/prospectus.
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The unaudited pro forma condensed combined financial statements have been prepared using two different levels of redemptions of public shares:

Assuming No Redemption:   This presentation assumes that public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the trust account; and

Assuming Redemption of 100%, or 23,000,000, public shares by public stockholders:   This presentation assumes that Industrea stockholders exercise their redemption rights with respect to 23,000,000 public shares, which is the maximum number of shares redeemable that would permit Industrea to maintain the minimum cash amount necessary to close the Business Combination ($5,000,001 million) utilizing the Backstop.
(in thousands, except share and per share data)
Pro Forma
Combined
(Assuming No
Redemption of
Common Stock)
Pro Forma Combined
(Assuming Maximum
Redemption of Shares of
Common Stock)
Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Six Months Ended June 30, 2018
Net sales
$ 109,206 $ 109,206
Net income
1,758 1,758
Earnings per share from continuing operations available to common stockholders
$ 0.02 $ 0.03
Weighted average shares outstanding – Basic and diluted
41,872 31,237
Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Year Ended December 31, 2017
Net sales
$ 211,211 $ 211,211
Net loss
7,487 7,487
Loss per share from continuing operations available to common stockholders
$ 0.23 $ 0.21
Weighted average shares outstanding – Basic and diluted
27,001 29,725
Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data as of June 30, 2018
Total assets
$ 829,778 $ 723,278
Total stockholders’ equity
$ 378,495 $ 271,995
Total liabilities and stockholders’ equity
$ 829,778 $ 723,278
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RISK FACTORS
You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the Special Meeting. The following risk factors apply to the business and operations of CPH and its consolidated subsidiaries and will also apply to the business and operations of the post-combination company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.
Risks Related to Newco’s Business and Operations Following the Business Combination with CPH
CPH’s business is cyclical in nature and a slowdown in the economic recovery or a decrease in general economic activity could have material adverse effects on CPH’s revenues and operating results.
Substantially all of CPH’s customer base comes from the commercial, infrastructure and residential construction markets. A worsening of economic conditions or a decrease in available capital for investments could cause weakness in CPH’s end markets, cause declines in construction and industrial activity, and adversely affect CPH’s revenue and operating results.
The following factors, among others, may cause weakness in CPH’s end markets, either temporarily or long-term:

the depth and duration of an economic downturn and lack of availability of credit;

uncertainty regarding global, regional or sovereign economic conditions;

reductions in corporate spending for plants and facilities or government spending for infrastructure projects;

the cyclical nature of CPH’s customers’ businesses, particularly those operating in the commercial, infrastructure and residential construction sectors;

an increase in the cost of construction materials;

a decrease in investment in certain of CPH’s key geographic markets;

an increase in interest rates;

an overcapacity in the businesses that drive the need for construction;

adverse weather conditions, which may temporarily affect a particular region or regions;

reduced construction activity in CPH’s end markets;

terrorism or hostilities involving the United States or the United Kingdom; change in structural construction designs of buildings (e.g., wood versus concrete); and

oversupply of equipment or new entrants into the market causing pricing pressure.
A downturn in any of CPH’s end markets in one or more of CPH’s geographic markets caused by these or other factors could have a material adverse effect on CPH’s business, financial conditions, results of operations and cash flows.
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CPH’s business is seasonal and subject to adverse weather.
Since CPH’s business is primarily conducted outdoors, erratic weather patterns, seasonal changes and other weather related conditions affect CPH’s business. Adverse weather conditions, including hurricanes and tropical storms, cold weather, snow, and heavy or sustained rainfall, reduce construction activity, restrict the demand for CPH’s products and services, and impede CPH’s ability to deliver and pump concrete efficiently or at all. In addition, severe drought conditions can restrict available water supplies and restrict production. Consequently, these events could adversely affect CPH’s business, financial condition, results of operations, liquidity and cash flows.
CPH’s revenue and operating results have varied historically from period to period and any unexpected periods of decline could result in an overall decline in CPH’s available cash flows.
CPH’s revenue and operating results have varied historically from period to period and may continue to do so. CPH has identified below certain of the factors that may cause CPH’s revenue and operating results to vary:

seasonal weather patterns in the construction industry on which CPH relies, with activity tending to be lowest in the winter and spring;

the timing of expenditure for maintaining existing equipment, new equipment and the disposal of used equipment;

changes in demand for CPH’s services or the prices it charges due to changes in economic conditions, competition or other factors;

changes in the interest rates applicable to CPH’s variable rate debt, and the overall level of CPH’s debt;

fluctuations in fuel costs;

general economic conditions in the markets where CPH operates;

the cyclical nature of CPH’s customers’ businesses;

price changes in response to competitive factors;

other cost fluctuations, such as costs for employee-related compensation and benefits;

labor shortages, work stoppages or other labor difficulties and labor issues in trades on which CPH’s business may be dependent in particular regions;

potential enactment of new legislation affecting CPH’s operations or labor relations;

timing of acquisitions and new branch openings and related costs;

possible unrecorded liabilities of acquired companies and difficulties associated with integrating acquired companies into CPH’s existing operations;

changes in the exchange rate between the United States dollar and Great Britain pound sterling;

potential increased demand from CPH’s customers to develop and provide new technological services in CPH’s business to meet changing customer preferences;

CPH’s ability to control costs and maintain quality;

CPH’s effectiveness in integrating new locations; and

possible write-offs or exceptional charges due to changes in applicable accounting standards, reorganizations or restructurings, obsolete or damaged equipment or the refinancing of CPH’s existing debt.
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CPH’s business is highly competitive and competition may increase, which could have a material adverse effect on CPH’s business.
The concrete pumping industry is highly competitive and fragmented. Many of the markets in which CPH operates are served by several competitors, ranging from larger regional companies to small, independent businesses with a limited fleet and geographic scope of operations. Some of CPH’s principal competitors may have more flexible capital structures or may have greater name recognition in one or more of CPH’s geographic markets than CPH does and may be better able to withstand adverse market conditions within the industry. CPH generally competes on the basis of, among other things, quality and breadth of service, expertise, reliability, price and the size, quality and availability of its fleet of pumping equipment, which is significantly affected by the level of CPH’s capital expenditures. If CPH is required to reduce or delay capital expenditures for any reason, including due to restrictions contained in, or debt service payments required by, the credit facilities to be entered into pursuant to the Debt Commitment Letters or otherwise, the ability to replace CPH’s fleet or the age of CPH’s fleet may put it at a disadvantage to its competitors and adversely impact CPH’s ability to generate revenue. In addition, CPH’s industry may be subject to competitive price decreases in the future, particularly during cyclical downturns in CPH’s end markets, which can adversely affect revenue, profitability and cash flow. CPH may encounter increased competition from existing competitors or new market entrants in the future, which could have a material adverse effect on CPH’s business, financial condition, results of operations and cash flows.
CPH is dependent on its relationships with key suppliers to obtain equipment for CPH’s business.
CPH depends on a small group of key manufacturers of concrete pumping equipment, and have historically relied primarily on three companies, the largest two of which experienced ownership changes in 2012. CPH cannot predict the impact on its suppliers of changes in the economic environment and other developments in their respective businesses, and CPH cannot provide any assurance that its vendors will provide their historically high level of service support and quality. Any deterioration in such service support or quality could result in additional maintenance costs, operational issues, or both. Insolvency, financial difficulties, strategic changes or other factors may result in CPH’s suppliers not being able to fulfill the terms of their agreements with it, whether satisfactorily or at all. Further, such factors may render suppliers unwilling to extend contracts that provide favorable terms to CPH, or may force them to seek to renegotiate existing contracts with CPH. CPH believes the market for supplying equipment used in CPH’s business is increasingly competitive; however, termination of CPH’s relationship with any of CPH’s key suppliers, or interruption of CPH’s access to concrete pumping equipment, pipe or other supplies, could have a material adverse effect on CPH’s business, financial condition, results of operations and cash flows in the event that CPH is unable to obtain adequate and reliable equipment or supplies from other sources in a timely manner or at all.
If CPH’s average fleet age increases, CPH’s offerings may not be as attractive to potential customers and CPH’s operating costs may increase, impacting CPH’s results of operations.
As CPH’s equipment ages, the cost of maintaining such equipment, if not replaced within a certain period of time or amount of use, will likely increase. CPH estimates that its fleet assets generally will have a useful life of up to 25 years depending on the size of the machine, hours in service, yardage pumped, and, in certain instances, other circumstances unique to an asset. CPH manages its fleet of equipment according to the wear and tear that a specific type of equipment is expected to experience over its useful life. As of April 30, 2018, the average age of CPH’s equipment in the United States and the United Kingdom was approximately 10 years and 8 years, respectively, and it is CPH’s strategy to maintain average fleet age at approximately 10 years. If the average age of CPH’s equipment increases, whether as a result of CPH’s inability to access sufficient capital to maintain or replace equipment in a timely manner or otherwise, CPH’s investment in the maintenance, parts and repair for individual pieces of equipment may exceed the book value or replacement value of that equipment. CPH cannot assure you that costs of maintenance will not materially increase in the future. Any material increase in such costs could have a material adverse effect on CPH’s business, financial condition and results of operations. Additionally, as CPH’s equipment ages, it may become less attractive to potential customers, thus decreasing CPH’s ability to effectively compete for new business.
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The costs of new equipment CPH uses in its fleet may increase, requiring it to spend more for replacement equipment or preventing it from procuring equipment on a timely basis.
The cost of new equipment for use in CPH’s concrete pumping fleet could increase due to increased material costs to CPH’s suppliers or other factors beyond CPH’s control. Such increases could materially adversely impact CPH’s financial condition, results of operations and cash flows in future periods. Furthermore, changes in technology or customer demand could cause certain of CPH’s existing equipment to become obsolete and require it to purchase new equipment at increased costs.
CPH sells used equipment on a regular basis. CPH’s fleet is subject to residual value risk upon disposition, and may not sell at the prices or in the quantities it expects.
CPH continuously evaluates its fleet of equipment as it seeks to optimize its vehicle size and capabilities for its end markets in multiple locations. CPH is therefore seeking to sell used equipment on a regular basis. The market value of any given piece of equipment could be less than its depreciated value at the time it is sold. The market value of used equipment depends on several factors, including:

the market price for comparable new equipment;

wear and tear on the equipment relative to its age and the effectiveness of preventive maintenance;

the time of year that it is sold;

the supply of similar used equipment on the market;

the existence and capacities of different sales outlets;

the age of the equipment, and the amount of usage of such equipment relative to its age, at the time it is sold;

worldwide and domestic demand for used equipment;

the effect of advances and changes in technology in new equipment models;

changing perception of residual value of used equipment by CPH’s suppliers; and

general economic conditions.
CPH includes in income from operations the difference between the sales price and the depreciated value of an item of equipment sold. Changes in CPH’s assumptions regarding depreciation could change CPH’s depreciation expense, as well as the gain or loss realized upon disposal of equipment. Sales of CPH’s used concrete pumping equipment at prices that fall significantly below CPH’s expectations or in lesser quantities than CPH anticipates could have a negative impact on CPH’s financial condition, results of operations and cash flows.
CPH is exposed to liability claims on a continuing basis, which may exceed the level of CPH’s insurance or not be covered at all, and this could have a material adverse effect on CPH’s operating performance.
CPH’s business exposes it to claims for personal injury, death or property damage resulting from the use of the equipment it operates, rents, sells, services or repairs and from injuries caused in motor vehicle or other accidents in which CPH’s personnel are involved. CPH’s business also exposes it to worker compensation claims and other employment-related claims. CPH carries comprehensive insurance, subject to deductibles, at levels it believes are sufficient to cover existing and future claims. Future claims may exceed the level of CPH’s insurance, and CPH’s insurance may not continue to be available on economically reasonable terms, or at all. Certain types of claims, such as claims for punitive damages, are not covered by CPH’s insurance. In addition, CPH is self-insured for the deductibles on its policies and has established reserves for incurred but not reported claims. If actual claims exceed CPH’s reserves, CPH’s results of operation would be adversely affected. Whether or not CPH is covered by insurance, certain claims may generate negative publicity, which may lead to lower revenues, as well as additional similar claims being filed.
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CPH’s business is subject to significant operating risks and hazards that could result in personal injury or damage or destruction to property, which could result in losses or liabilities to CPH.
Construction sites are potentially dangerous workplaces and often put CPH’s employees and others in close proximity with mechanized equipment and moving vehicles. CPH’s equipment has been involved in workplace incidents and incidents involving mobile operators of CPH’s equipment in transit in the past and may be involved in such incidents in the future.
CPH’s safety record is an important consideration for CPH and for its customers. If serious accidents or fatalities occur, regardless of whether CPH were at fault, or CPH’s safety record were to deteriorate, CPH may be ineligible to bid on certain work, expose itself to possible litigation, and existing service arrangements could be terminated, which could have a material adverse impact on CPH’s financial position, results of operations, cash flows and liquidity. Adverse experience with hazards and claims could have a negative effect on CPH’s reputation with CPH’s existing or potential new customers and CPH’s prospects for future work.
In the commercial concrete infrastructure market, CPH’s workers are subject to the usual hazards associated with providing construction and related services on construction sites, including environmental hazards, industrial accidents, hurricanes, adverse weather conditions and flooding. Operating hazards can cause personal injury or death, damage to or destruction of property, plant and equipment, environmental damage, performance delays, monetary losses or legal liability.
Potential acquisitions and expansions into new markets may result in significant transaction expense and expose CPH to risks associated with entering new markets and integrating new or acquired operations.
CPH may encounter risks associated with entering new markets in which it has limited or no experience. New operations require significant capital expenditures and may initially have a negative impact on CPH’s short-term cash flow, net income and results of operations. New start-up locations may not become profitable when projected or ever. In addition, CPH’s industry is highly fragmented and CPH expects to consider acquisition opportunities from time to time when it believes they would enhance CPH’s business and financial performance.
Acquisitions may impose significant strains on CPH Management, operating systems and financial resources, and could experience unanticipated integration issues. The pursuit and integration of acquisitions may require substantial attention from CPH’s senior management, which will limit the amount of time they have available to devote to CPH’s existing operations. CPH’s ability to realize the expected benefits from any future acquisitions depends in large part on CPH’s ability to integrate and consolidate the new operations with CPH’s existing operations in a timely and effective manner. Future acquisitions also could result in the incurrence of substantial amounts of indebtedness and contingent liabilities (including environmental, employee benefits and safety and health liabilities), accumulation of goodwill that may become impaired, and an increase in amortization expenses related to intangible assets. Any significant diversion of management’s attention from CPH’s existing operations, the loss of key employees or customers of any acquired business, any major difficulties encountered in the opening of start-up locations or the integration of acquired operations or any associated increases in indebtedness, liabilities or expenses could have a material adverse effect on CPH’s business, financial condition or results of operations, which could decrease CPH’s cash flows.
CPH may not realize the anticipated synergies and cost savings from acquisitions.
CPH has completed a number of acquisitions in recent years that it believes present revenue and cost-saving synergy opportunities. However, the integration of recent or future acquisitions may not result in the realization of the full benefits of the revenue and cost synergies that CPH expected at the time or currently expects within the anticipated time frame or at all. Moreover, CPH may incur substantial expenses or unforeseen liabilities in connection with the integration of acquired businesses. While CPH anticipates that certain expenses will be incurred, such expenses are difficult to estimate accurately and may exceed CPH’s estimates. Accordingly, the expected benefits may be offset by costs or delays incurred in integrating the businesses. Failure of recent or future acquisitions to meet CPH’s expectations and be integrated successfully could have a material adverse effect on CPH’s financial condition and results of operations.
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CPH has operations throughout the United States and the United Kingdom, which subjects it to multiple federal, state, and local laws and regulations. Moreover, CPH operates at times as a government contractor or subcontractor which subjects it to additional laws, regulations, and contract provisions. Changes in law, regulations, government contract provisions, or other legal requirements, or CPH’s material failure to comply with any of them, can increase CPH’s costs and have other negative impacts on CPH’s business.
CPH’s 80 locations in the United States, including locations operated by Brundage-Bone and Eco-Pan, are situated across approximately 22 states and CPH’s 28 locations in the U.K. are in England, Scotland and Wales. Each of CPH’s sites exposes it to a host of different local laws and regulations. These requirements address multiple aspects of CPH’s operations, such as worker safety, consumer rights, privacy, employee benefits, antitrust, emissions regulations and may also impact other areas of CPH’s business, such as pricing. In addition, government contracts and subcontracts are subject to a wide range of requirements not applicable in the purely commercial context, such as extensive auditing and disclosure requirements; anti-money laundering, antibribery and anti-gratuity rules; political campaign contribution and lobbying limitations; and small and/or disadvantaged business preferences. Even when a government contractor has reasonable policies and practices in place to address these risks and requirements, it is still possible for problems to arise. Moreover, government contracts or subcontracts are generally riskier than commercial contracts, because, when problems arise, the adverse consequences can be severe, including civil false claims (which can involve penalties and treble damages), suspension and debarment, and even criminal prosecution. Moreover, the requirements of laws, regulations, and government contract provisions are often different in different jurisdictions. Changes in these requirements, or any material failure by CPH to comply with them, can increase CPH’s costs, negatively affect CPH’s reputation, reduce CPH’s business, require significant management time and attention and generally otherwise impact CPH’s operations in adverse ways.
CPH is subject to numerous environmental and safety regulations. If CPH is required to incur compliance or remediation costs that are not currently anticipated, CPH’s liquidity and operating results could be materially and adversely affected.
CPH’s facilities and operations are subject to comprehensive and frequently changing federal, state and local laws and regulations relating to environmental protection and health and safety. These laws and regulations govern, among other things, occupational safety, employee relations, the discharge of substances into the air, water and land, the handling, storage, transport, use and disposal of hazardous materials and wastes and the cleanup of properties affected by pollutants. CPH has in the past and may in the future fail to comply with applicable environmental and safety regulations. If CPH violates environmental or safety laws or regulations, CPH may be required to implement corrective actions and could be subject to civil or criminal fines or penalties or other sanctions. CPH cannot assure you that it will not have to make significant capital or operating expenditures in the future in order to comply with applicable laws and regulations or that it will comply with applicable environmental laws at all times. Such violations or liability could have a material adverse effect on CPH’s business, financial condition and results of operations.
Environmental laws also impose obligations and liability for the investigation and cleanup of properties affected by hazardous substance or fuel spills or releases. These liabilities are often joint and several, and may be imposed on the parties generating or disposing of such substances or on the owner or operator of affected property, often without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous substances. CPH may also have liability for past contamination as successors-in-interest for companies which were acquired or where there was a merger. Accordingly, CPH may become liable, either contractually or by operation of law, for investigation, remediation, monitoring and other costs even if the contaminated property is not presently owned or operated by CPH, or if the contamination was caused by third parties during or prior to CPH’s ownership or operation of the property. Contamination and exposure to hazardous substances can also result in claims for damages, including personal injury, property damage, and natural resources damage claims.
Most of CPH’s properties currently have above or below ground storage tanks for fuel and other petroleum products and oil-water separators (or equivalent wastewater collection/treatment systems). Given the nature of CPH’s operations (which involve the use of diesel and other petroleum products, solvents and other hazardous substances) for fueling and maintaining CPH’s equipment and vehicles, and the historical
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operations at some of CPH’s properties, CPH may incur material costs associated with soil or groundwater contamination. Future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to remediation liabilities or other claims or costs that may be material.
CPH’s business depends on favorable relations with CPH’s employees, and any deterioration of these relations, labor shortages or increases in labor costs could adversely affect CPH’s business, financial condition and results of operations and CPH’s collective bargaining agreements and CPH’s relationship with CPH’s union-represented employees could disrupt CPH’s ability to serve CPH’s customers, lead to higher labor costs or the payment of withdrawal liability in connection with multiemployer plans.
Approximately 12% of CPH’s employees in the United States (but none of CPH’s employees in the United Kingdom) are represented by unions or covered by collective bargaining agreements. The states in which CPH’s employees are represented by unions or covered by collective bargaining agreements are California, Washington and Oregon. There can be no assurance that CPH’s non-unionized employees will not become members of a union or become covered by a collective bargaining agreement, including through an acquisition of a business whose employees are subject to such an agreement. Any significant deterioration in employee relations, shortages of labor or increases in labor costs at any of CPH’s locations could have a material adverse effect on CPH’s business, financial condition or results of operations. A slowdown or work stoppage that lasts for a significant period of time could cause lost revenues and increased costs and could adversely affect CPH’s ability to meet CPH’s customers’ needs.
Furthermore, CPH’s labor costs could increase as a result of the settlement of actual or threatened labor disputes. In addition, CPH’s collective bargaining agreement with CPH’s union in California and Oregon expire in 2019 and 2020, respectively and will need to be renegotiated. CPH’s collective bargaining agreement with CPH’s union in Washington expires in 2037; however, wage rates are up for renegotiations in 2018. CPH cannot assure you that renegotiation of these agreements or wage rates (as applicable) will be successful or will not result in adverse economic terms or work stoppages or slowdowns.
Under CPH’s collective bargaining agreements, CPH is, and has previously been, obligated to contribute to several multiemployer pension plans on behalf of CPH’s unionized employees. A multiemployer pension plan is a defined benefit pension plan that provides pension benefits to the union-represented workers of various generally unrelated companies. Under ERISA, an employer that has an obligation to contribute to an underfunded multiemployer plan, as well as any other entities that are treated as a single employer with such employer under applicable tax and ERISA rules, may become jointly and severally liable, generally upon complete or partial withdrawal from a multiemployer plan, for its proportionate share of the plan’s unfunded benefit obligations. These liabilities are known as “withdrawal liabilities.” Certain of the multiemployer plans to which CPH is obligated to contribute have been in the past and currently remain significantly underfunded. Moreover, due to the level of underfunding, at least one of these multiemployer plans has been and continues to be in “critical status,” meaning, among other things, that the trustees of the plan are required to adopt a rehabilitation plan and CPH is required to pay a surcharge on top of CPH’s regular contributions to the plan.
CPH currently has no intention of withdrawing, in either a complete or partial withdrawal, from any of the multiemployer plans to which it currently contributes and CPH has not been assessed any withdrawal liability in the past when it has ceased participating in certain multiemployer plans to which it previously contributed. In addition, CPH believes that the “construction industry” multiemployer plan exception may apply if CPH did withdraw from any of CPH’s current multiemployer plans. The “construction industry” exception generally delays the imposition of withdrawal liability in connection with an employer’s withdrawal from a “construction industry” multiemployer plan unless and until (among other things) that employer continues or resumes covered operations in the relevant geographic region without continuing or resuming (as applicable) contributions to the multiemployer plan. If this exception applies, withdrawal liability may be delayed or even inapplicable if CPH ceases participation in any multiemployer plan(s). However, there can be no assurance that CPH will not withdraw from one or more multiemployer plans in the future, that the “construction industry exception” would apply if CPH did withdraw, or that CPH will not incur withdrawal liability if it does withdraw. Accordingly, CPH may be required to pay material amounts of withdrawal liability if one or more of those plans is underfunded at the time of withdrawal and
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withdrawal liability applies in connection with CPH’s withdrawal. In addition, CPH may incur material liabilities if any multiemployer plan(s) in which it participates requires it to increase CPH’s contribution levels to alleviate existing underfunding and/or becomes insolvent, terminates or liquidates.
Labor relations matters at construction sites where CPH provides services may result in increases in its operating costs, disruptions in its business and decreases in its earnings.
Labor relations matters at construction sites where CPH provides services may result in work stoppages, which would in turn affect CPH’s ability to provide services at such locations. If any such work stoppages were to occur at work sites where CPH provides services, CPH could experience a significant disruption of its operations, which could materially and adversely affect its business, financial condition, results of operations, liquidity, and cash flows. Also, labor relations matters affecting CPH’s suppliers could adversely impact CPH’s business from time to time.
If CPH determines that its goodwill has become impaired, CPH may incur impairment charges, which would negatively impact CPH’s operating results.
At April 30, 2018, CPH had recorded goodwill of  $48.6 million, $6.9 million, $19.8 million and $4.7 million for the acquisitions of Brundage-Bone, Eco-Pan, Camfaud and O’Brien, respectively. Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations.
CPH will assess potential impairment of its goodwill at least annually. Impairment may result from significant changes in the manner of use of the acquired assets, negative industry or economic trends or significant underperformance relative to historical or projected operating results. An impairment of CPH’s goodwill may have a material adverse effect on CPH’s results of operations.
Turnover of members of CPH Management, staff and pump operators and CPH’s ability to attract and retain key personnel may affect CPH’s ability to efficiently manage CPH’s business and execute CPH’s strategy.
CPH’s business depends on the quality of, and CPH’s ability to attract and retain, CPH’s senior management and staff, and competition in CPH’s industry and the business world for top management talent is generally significant. Although CPH believes it generally has competitive pay packages, it can provide no assurance that CPH’s efforts to attract and retain senior management staff will be successful. In addition, the loss of services of certain members of CPH’s senior management could adversely affect CPH’s business until suitable replacements can be found.
CPH depends upon the quality of its staff personnel, including sales and customer service personnel who routinely interact with and fulfill the needs of its customers, and on CPH’s ability to attract and retain and motivate skilled operators and other associated personnel to operate its equipment in order to provide its concrete pumping services to its customers. There is significant competition for qualified personnel in a number of CPH’s markets, including Texas, Colorado, Utah, and Idaho where CPH faces competition from the oil and gas industry for qualified drivers and operators. There is a limited number of persons with the requisite skills to serve in these positions, and such positions require a significant investment by CPH in initial training of operators of CPH’s equipment. CPH cannot assure you that CPH will be able to locate, employ, or retain such qualified personnel on terms acceptable to CPH or at all. CPH’s costs of operations and selling, general and administrative expenses have increased in certain markets and may increase in the future if CPH is required to increase wages and salaries to attract qualified personnel, and there is no assurance that CPH can increase its prices to offset any such cost increases. There is also no assurance CPH can effectively limit staff turnover as competitors or other employers seek to hire CPH’s personnel. A significant increase in such turnover could negatively affect CPH’s business, financial condition, results of operations and cash flows.
CPH’s credit facilities may limit the business' financial and operating flexibility.
CPH’s credit facilities includes negative covenants restricting its ability to incur additional indebtedness, pay dividends or make other payments, make loans and investments, sell assets, incur certain liens, enter into transactions with affiliates, and consolidate, merge or sell assets. These covenants limit the ability of the respective restricted entities to fund future working capital and capital expenditures, engage in
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future acquisitions or development activities, or otherwise realize the value of their assets and opportunities fully because of the need to dedicate a portion of cash flow from operations to payments on debt. In addition, such covenants limit the flexibility of the respective restricted entities in planning for, or reacting to, changes in the industries in which they operate.
CPH’s business could be hurt if it is unable to obtain capital as required, resulting in a decrease in CPH’s revenue and cash flows.
CPH requires capital for, among other purposes, purchasing equipment to replace existing equipment that has reached the end of its useful life and for growth resulting from expansion into new markets, completing acquisitions and refinancing existing debt. If the cash that CPH generates from its business, together with cash that CPH may borrow under the credit facilities to be entered into pursuant to the Debt Commitment Letters, is not sufficient to fund CPH’s capital requirements, CPH will require additional debt or equity financing. If such additional financing is not available to fund CPH’s capital requirements CPH could suffer a decrease in its revenue and cash flows that would have a material adverse effect on CPH’s business. Furthermore, CPH’s ability to incur additional debt is and will be contingent upon, among other things, the covenants contained in the credit facilities to be entered into pursuant to the Debt Commitment Letters. In addition, the credit facilities to be entered into pursuant to the Debt Commitment Letters are expected to place restrictions on CPH’s and CPH’s restricted subsidiaries’ ability to pay dividends and make other restricted payments (subject to certain exceptions). CPH cannot be certain that any additional financing that CPH requires will be available or, if available, will be available on terms that are satisfactory to CPH. If CPH is unable to obtain sufficient additional capital in the future, CPH’s business could be materially adversely affected.
CPH may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy its obligations under applicable debt instruments, which may not be successful.
CPH’s ability to make scheduled payments on or to refinance CPH’s indebtedness obligations, including CPH’s term loan and ABL credit facility, depends on CPH’s financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond CPH’s control. CPH may not be able to maintain a level of cash flows from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on CPH’s indebtedness.
If CPH’s cash flows and capital resources are insufficient to fund debt service obligations, CPH may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital or restructure or refinance indebtedness. CPH’s ability to restructure or refinance CPH’s indebtedness will depend on the condition of the capital markets and CPH’s financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and may require CPH to comply with more onerous covenants, which could further restrict business operations. The terms of existing or future debt instruments may restrict CPH from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on outstanding indebtedness on a timely basis would likely result in a reduction of CPH’s credit rating, which could harm CPH’s ability to incur additional indebtedness.
If CPH is unable to collect on contracts with customers, its operating results would be adversely affected.
CPH has billing arrangements with a majority of its customers that provide for payment on agreed terms after CPH’s services are provided. If CPH is unable to manage credit risk issues adequately, or if a large number of customers should have financial difficulties at the same time, CPH’s credit losses could increase significantly above their low historical levels and CPH’s operating results would be adversely affected. Further, delinquencies and credit losses increased during the last recession and generally can be expected to increase during economic slowdowns or recessions.
If CPH is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act or CPH’s internal control over financial reporting is not effective, the reliability of CPH’s financial statements may be questioned and CPH’s stock price may suffer.
Section 404 of the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities laws to do a comprehensive evaluation of its and its consolidated subsidiaries’ internal
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control over financial reporting. To comply with this statute, CPH will eventually be required to document and test its internal control procedures, CPH Management will be required to assess and issue a report concerning CPH’s internal control over financial reporting, and CPH’s independent auditors will be required to issue an opinion on its audit of CPH’s internal control over financial reporting. The rules governing the standards that must be met for management to assess CPH’s internal control over financial reporting are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, CPH Management may identify material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act. CPH currently has a material weakness in internal controls over financial reporting as it relates to the accrual, disbursement, and income tax provision review process. If CPH Management cannot remediate material weakness or favorably assess the effectiveness of its internal control over financial reporting or CPH’s auditors identify material weaknesses in its internal controls, investor confidence in CPH financial results may weaken, and CPH’s stock price may suffer.
Disruptions in CPH’s information technology systems due to cyber security threats or other factors could limit CPH’s ability to effectively monitor and control CPH’s operations and adversely affect CPH’s operating results, and unauthorized access to customer information on CPH’s systems could adversely affect CPH’s relationships with CPH’s customers or result in liability.
CPH’s information technology systems, including CPH’s enterprise resource planning system, facilitate CPH’s ability to monitor and control CPH’s assets and operations and adjust to changing market conditions and customer needs. Any disruptions in these systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect CPH’s operating results by limiting CPH’s capacity to effectively monitor and control CPH’s assets and operations and adjust to changing market conditions in a timely manner. Many of CPH’s business records at most of CPH’s branches are still maintained manually, and loss of those records as a result of facility damage, personnel changes or otherwise could also cause such disruptions. In addition, because CPH’s systems sometimes contain information about individuals and businesses, CPH’s failure to appropriately safeguard the security of the data it holds, whether as a result of its own error or the malfeasance or errors of others, could harm CPH’s reputation or give rise to legal liabilities, leading to lower revenue, increased costs and other material adverse effects on CPH’s results of operations.
CPH has taken steps intended to mitigate these risks, including business continuity planning, disaster recovery planning and business impact analysis. However, a significant disruption or cyber intrusion could adversely affect CPH’s results of operations, financial condition and liquidity. Furthermore, instability in the financial markets as a result of terrorism, sustained or significant cyber attacks, or war could also materially adversely affect CPH’s ability to raise capital.
Fluctuations in fuel costs or reduced supplies of fuel could harm CPH’s business.
Fuel costs represent a significant portion of CPH’s operating expenses and CPH is dependent upon fuel to transport and operate its equipment. CPH could be adversely affected by limitations on fuel supplies or increases in fuel prices that result in higher costs of transporting equipment to and from job sites and higher costs to operate CPH’s concrete pumps and other equipment. Although CPH is able to pass through the impact of fuel price charges to most of its customers, there is often a lag before such pass-through arrangements are reflected in CPH’s operating results and there may be a limit to how much of any fuel price increases CPH can pass onto its customers. Any such limits may adversely affect CPH’s results of operations.
CPH depends on access to its branch facilities to service its customers and maintain and store its equipment.
CPH depends on its primary branch facilities in the U.S. and U.K., respectively, to store, service and maintain its fleet. These facilities contain most of the specialized equipment CPH requires to service its fleet, in addition to the extensive secure storage areas needed for a significant number of large vehicles. If any of CPH’s facilities were to sustain significant damage or become unavailable to CPH for any reason,
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including natural disasters, CPH’s operations could be disrupted, which could in turn adversely affect its relationships with its customers and its results of operations and cash flow. Any limitation on CPH’s access to facilities as a result of any breach of, or dispute under, CPH’s leases could also disrupt and adversely affect CPH’s operations.
CPH’s acquisitions made in the U.K. may divert CPH’s resources from other aspects of CPH’s business and require it to incur additional debt, and will subject it to additional and different regulations. Failure to manage these economic, financial, business and regulatory risks may adversely impact CPH’s growth in the U.K. and CPH’s results of operations.
CPH’s expansion into markets in the U.K. required, and may continue to require, it to incur additional debt and divert resources from other aspects of CPH’s business. In addition, CPH may incur difficulties in staffing and managing its U.K. operations, and face fluctuations in currency exchange rates, exposure to additional regulatory requirements, including certain trade barriers, changes in political and economic conditions, and exposure to additional and potentially adverse tax regimes. CPH’s success in the U.K. will depend, in part, on CPH’s ability to anticipate and effectively manage these and other risks. CPH’s failure to manage these risks may adversely affect CPH’s growth in the U.K. and lead to increased administrative and other costs.
CPH may be adversely affected by recent developments relating to the U.K.’s referendum vote in favor of leaving the European Union.
The U.K. held a referendum on June 23, 2016 in which a majority voted for the U.K.’s withdrawal from the European Union, which is commonly referred to as Brexit. As a result of this vote, a process of negotiation has begun to determine the terms of Brexit and of the U.K.’s relationship with the European Union going forward. The effects of the Brexit vote and the perceptions as to the impact of the withdrawal of the U.K. from the European Union may adversely affect business activity and economic and market conditions in the U.K., the Eurozone, and globally and could contribute to instability in global financial and foreign exchange markets, including volatility in the value of the pound sterling and the euro. In addition, Brexit could lead to additional political, legal and economic instability in the European Union. Any of these effects of Brexit, and others CPH cannot anticipate, could adversely affect the value of CPH’s assets in the U.K., as well as CPH’s business, financial condition, results of operations and cash flows
Due to the material portion of CPH’s business conducted in currency other than U.S. dollars, CPH has significant foreign currency risk.
CPH’s consolidated financial statements are presented in accordance with GAAP, and CPH reports, and will continue to report, its results in U.S. dollars. Some of CPH’s operations are conducted by subsidiaries in the United Kingdom. The results of operations and the financial position of these subsidiaries are recorded in the relevant foreign currencies and then translated into U.S. dollars. Any change in the value of the pound sterling against the U.S. dollar during a given financial reporting period would result in a foreign currency loss or gain on the translation of U.S. dollar denominated revenues and costs. The exchange rates between the pound sterling against the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future. Consequently, CPH’s reported earnings could fluctuate materially as a result of foreign exchange translation gains or losses and may not be comparable from period to period.
CPH faces market risks attributable to fluctuations in foreign currency exchange rates and foreign currency exposure on the translation into U.S. dollars of the financial results of CPH’s operations in the United Kingdom. Exchange rate fluctuations could have an adverse effect on CPH’s results of operations. Both favorable and unfavorable foreign currency impacts to CPH’s foreign currency-denominated operating expenses are mitigated to a certain extent by the natural, opposite impact on CPH’s foreign currency-denominated revenue.
Recently enacted U.S. tax legislation may adversely affect our business, results of operations, financial condition and cash flow.
On December 22, 2017, the President of the U.S. signed into law Public Law No. 115-97, commonly referred to as the Tax Cuts and Jobs Act, following its passage by the United States Congress. The Tax Cuts
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and Jobs Act made significant changes to U.S. federal income tax laws, including changing the corporate tax rate to a flat 21% rate, introducing a capital investment deduction in certain circumstances, placing certain limitations on interest deductions, modifying the rules regarding the usability of certain net operating losses, and making extensive changes to the U.S. international tax system. CPH is currently in the process of analyzing the effects of this new legislation on its business, results of operations, financial condition and cash flow. The impact of these new rules is uncertain and could be adverse.
Risks Related to Industrea and the Business Combination
Although Newco has filed an application to list its securities on Nasdaq, there can be no assurance that its securities will be so listed or, if listed, that Newco will be able to comply with the continued listing standards.
Newco has filed a new listing application to list Newco common stock on Nasdaq upon consummation of the Business Combination in accordance with the requirements of the exchange. As part of the listing process, Newco will be required to provide evidence that it is able to meet the initial listing requirements. There can be no assurance that Newco will be able to meet the initial listing standards of Nasdaq or any other exchange or, if its securities are listed, that Newco will be able to maintain such listing.
In addition, if after listing Nasdaq delists Newco’s securities from trading on its exchange for failure to meet the continued listing standards, Newco and its securityholders could face significant material adverse consequences including:

a limited availability of market quotations for its securities;

a determination that its common stock is a “penny stock” which will require brokers trading in its common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for its common stock;

a decreased ability to issue additional securities or obtain additional financing in the future.
There has been no prior public market for Newco common stock and a market may never develop, which would adversely affect the liquidity and price of Newco common stock.
The Newco common stock is a new issue of securities for which there is no established public market. Newco intends to apply to list the Newco common stock on Nasdaq. However, an active public market for the Newco common stock may not develop or be sustained after the consummation of the Business Combination, which could affect the ability to sell, or depress the market price of, the Newco common stock. We cannot predict the extent to which a trading market will develop or how liquid that market might become.
In addition, the price of Newco securities after the Business Combination can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.
Past performance by Argand, including Industrea’s management team, may not be indicative of future performance of an investment in the post-combination company.
Information regarding performance by, or businesses associated with, Argand and its affiliates is presented for informational purposes only. Past performance by Argand, including our management team, is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of Argand’s or our management team’s performance as indicative of our future performance the returns the company will, or is likely to, generate going forward. Our officers and directors have not had experience with blank check companies or special purpose acquisition companies in the past.
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We are not required to obtain and have not obtained an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the terms of the Business Combination are fair to our company from a financial point of view.
We are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to Industrea from a financial point of view. The Industrea Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. In analyzing the Business Combination, the Industrea Board and Industrea management conducted due diligence on CPH and researched the industry in which CPH operates and concluded that the Business Combination was in the best interest of its stockholders. Accordingly, our stockholders will be relying solely on the judgment of the Industrea Board in determining the value of the Business Combination, and the Industrea Board may not have properly valued such business. The lack of third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination. For more information about our decision-making process, see the section entitled “The Business Combination Proposal — The Industrea Board’s Reasons for the Approval of the Business Combination.”
Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
In particular, Argand and its affiliates also are focused on investments in the industrial sector. As a result, there may be substantial overlap between companies that would be a suitable business combination for us and companies that would make an attractive target for such other affiliates.
Our Initial Stockholders have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.
Unlike many other blank check companies in which the founders agree to vote their Founder Shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our Initial Stockholders have agreed to vote any shares of Industrea common stock owned by them in favor the Business Combination. As of the date hereof, our Initial Stockholders own shares equal to 20% of our issued and outstanding shares of Industrea common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if our Initial Stockholders agreed to vote any shares of Industrea common stock owned by them in accordance with the majority of the votes cast by our public stockholders.
Our Sponsor, certain members of the Industrea Board and our officers have interests in the Business Combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.
When considering the Industrea Board’s recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal, our stockholders should be aware that the directors and officers of Industrea have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;
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the fact that our Initial Stockholders paid an aggregate of  $25,000 for the Founder Shares, which in certain cicumstances could convert into up to 7,696,078 shares of Class A common stock in accordance with the Industrea Charter prior to the completion of the Industrea Merger, and such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $78,630,498.70 based on the closing price of our public shares on Nasdaq on September 7, 2018, but, given the restrictions on such shares, we believe such shares have less value;

the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if we fail to complete an initial business combination by August 1, 2019;

the fact that our Initial Stockholders paid an aggregate of  $11,100,000 for 11,100,000 private placement warrants and that such private placement warrants will expire worthless if a business combination is not consummated by August 1, 2019;

the right of our Initial Stockholders to receive shares of Newco common stock in connection with the Business Combination and shares of Newco to be issued to our Initial Stockholders upon exercise of their private placement warrants following the Business Combination, subject to certain lock-up periods;

the fact that, at the option of our Sponsor, any amounts outstanding under any loan made by our Sponsor or an affiliate of our Sponsor to Industrea in an aggregate amount up to $1,500,000, may be converted into warrants to purchase Newco common stock following the Business Combination;

if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

the anticipated continuation of six of our existing directors, Messrs. David A.B. Brown, David G. Hall, Brian Hodges, Howard D. Morgan and Tariq Osman and Ms. Heather L. Faust as directors of the post-combination company;

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination; and

the fact that our Sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by August 1, 2019.
Our Initial Stockholders hold a significant number of shares of Industrea common stock. They will lose their entire investment in us if a business combination is not completed.
Our Initial Stockholders hold in the aggregate 5,750,000 Founder Shares, representing 20% of the total outstanding shares. The Founder Shares will be worthless if we do not complete a business combination by August 1, 2019. In addition, our Initial Stockholders hold an aggregate of 11,100,000 private placement warrants that will also be worthless if we do not complete a business combination by August 1, 2019.
The Founder Shares are identical to the shares of Class A common stock included in the units, except that (i) the Founder Shares are subject to certain transfer restrictions, (ii) our Initial Stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (a) to waive their redemption rights with respect to their Founder Shares and public shares owned in connection with the completion of our Business Combination, (b) to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if we fail to complete our Business Combination by
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August 1, 2019 (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our Business Combination by August 1, 2019) and (iii) the Founder Shares are automatically convertible into shares of common stock at the time of our Business Combination.
Our Sponsor, directors or officers or their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed Business Combination and reduce the public “float” of our Class A common stock.
Our Sponsor, directors or officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination that may not otherwise have been possible.
In addition, if such purchases are made, the public “float” of our Class A common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on the Nasdaq or another national securities exchange or reducing the liquidity of the trading market for our Class A common stock.
Our public stockholders may experience dilution as a consequence of, among other transactions, the issuance of common stock as consideration in the Business Combination and the issuance of common stock to the Argand Investor and the PIPE Investors. Having a minority share position may reduce the influence that our current stockholders have on the management of the post-combination company.
It is anticipated that, upon completion of the Business Combination, assuming no public stockholders exercise their redemption rights, taking into account (a) the Series A Preferred Stock on an as-converted basis and (b) all “in-the-money” options that will be issued at the closing of the Business Combination to certain current and former members of CPH Management: (i) Industrea’s public stockholders will retain an ownership interest of approximately 52% in Newco; (ii) our Initial Stockholders and the Argand Investor will own approximately 25% in Newco; (iii) CPH Management will own approximately 9% (based on the most recent estimated Rollover amounts for members of CPH Management, which may increase at Closing in accordance with the Rollover Agreements); (iv) Nuveen will own approximately 6% in Newco; (v) the Lead Common Investor will own approximately 4%; (vi) Peninsula will own approximately 2%; and (vii) the former CPH employee shareholders will own approximately 2% in Newco.
These levels of ownership interest assume that no shares are elected to be redeemed and that our Initial Stockholders have not exercised any of the private placement warrants. The ownership percentages with respect to Newco following the Business Combination does not take into account (a) warrants to purchase common stock that will remain outstanding immediately following the Business Combination or (b) the issuance of any shares upon completion of the Business Combination under the Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex C, but does include Founder Shares. Prior to the completion of the Industrea Merger, the outstanding Founder Shares are expected to convert into Class A common stock in accordance with the Industrea Charter, subject to the limitations (i) set forth in the Expense Reimbursement Letter (as described herein) and (ii) that, in the event that there are no redemptions by public stockholders, the Sponsor has agreed that the conversion ratio for the Founder Shares shall be no greater than 1:1.0331, such that the number of Class A shares to be issued upon the conversion of the Founder Shares in such case would be 5,940,632 Class A shares (190,632 of which would be forfeited in connection with the Subscription Agreement with the Lead Common Investor). As a result, after giving effect to all forfeitures Industrea expects to issue between 4,436,275 and 7,696,078 shares of
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Class A common stock pursuant to the conversion of the Founder Shares. For more information, please see the sections entitled “Summary of the Proxy Statement — Impact of the Business Combination on the Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information.”
To the extent that any shares of common stock are issued upon exercise of the public warrants or the private placement warrants or under the Incentive Plan, current Industrea stockholders may experience substantial dilution. Such dilution could, among other things, limit the ability of current Industrea stockholders to influence management of the post-combination company through the election of directors following the Business Combination.
We have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by August 1, 2019. If we are unable to effect a business combination by August 1, 2019, we will be forced to liquidate and our warrants will expire worthless.
We are a blank check company, and as we have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by August 1, 2019. Unless we amend the Industrea Charter to extend the life of Industrea and certain other agreements into which we have entered, if we do not complete an initial business combination by August 1, 2019, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Industrea to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Industrea Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the initial public offering price per unit in the IPO. In addition, if we fail to complete an initial business combination by August 1, 2019, there will be no redemption rights or liquidating distributions with respect to our public warrants or the private placement warrants, which will expire worthless, unless we amend the Industrea Charter to extend the life of Industrea and certain other agreements into which we have entered.
The financial statements included in this proxy statement/prospectus do not take into account the consequences to Industrea of a failure to complete a business combination by August 1, 2019.
The financial statements included in this proxy statement have been prepared assuming that we would continue as a going concern. As discussed in Note 1 to Industrea’s financial statements for the period from April 7, 2017 (inception) through December 31, 2017, we are required to complete a business combination by August 1, 2019. The possibility of the Business Combination not being consummated raises some doubt as to our ability to continue as a going concern and the financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Even if we consummate the Business Combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of our warrants may be amended.
The exercise price for our warrants is $11.50 per share of Class A common stock. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.
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Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of our key personnel, including the key personnel of CPH whom we expect to stay with the post-combination company following the Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business and its financial condition could suffer as a result.
Our ability to successfully effect our Business Combination is dependent upon the efforts of our key personnel, including the key personnel of CPH. Although some of our key personnel may remain with the post-combination company in senior management or advisory positions following our Business Combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. We anticipate that some or all of the management of CPH will remain in place.
CPH’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of CPH’s officers could have a material adverse effect on the CPH’s business, financial condition, or operating results. CPH does not maintain key-man life insurance on any of its officers. The services of such personnel may not continue to be available to CPH.
Industrea and CPH will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.
Uncertainty about the effect of the Business Combination on employees and third parties may have an adverse effect on Industrea and CPH. These uncertainties may impair our or CPH’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the Business Combination, our or CPH’s business could be harmed.
We may waive one or more of the conditions to the Business Combination.
We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the Business Combination, to the extent permitted by our current certificate of incorporation and bylaws and applicable laws. For example, it is a condition to our obligations to close the Business Combination that there be no breach of CPH’s representations and warranties as of the closing date. However, if the Industrea Board determines that any such breach is not material to the business of CPH, then the Industrea Board may elect to waive that condition and close the Business Combination. We are not able to waive the condition that our stockholders approve the Business Combination. For more information about the closing conditions to the Business Combination, please see the section entitled “The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Business Combination.”
The exercise of our directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in our stockholders’ best interest.
In the period leading up to the closing date of the Business Combination, events may occur that, pursuant to the Merger Agreement, would require us to amend the Merger Agreement, to consent to certain actions taken by the other parties to the Merger Agreement or to waive rights to which Industrea is entitled to under the Merger Agreement. Such events could arise because of changes in the course of CPH’s business, a request by a party to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on CPH’s business and would entitle us to terminate the Merger Agreement. In any of such circumstances, it would be in Industrea’s discretion, acting through the Industrea Board, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for Industrea and our stockholders and what he may believe is best for himself or his affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, we do not believe there will be any changes or waivers that our directors and officers would be likely to
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make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the transaction that would have a material impact on the stockholders, we will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of our stockholders with respect to the Business Combination Proposal.
We will incur significant transaction and transition costs in connection with the Business Combination.
We have incurred and expect to incur significant costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. We may incur additional costs to retain key employees. All expenses incurred in connection with the Merger Agreement and the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs.
Industrea’s transaction expenses as a result of the Business Combination are currently estimated at approximately $25,000,000, including $8,050,000 in deferred underwriting commissions to the underwriters of our IPO.
If we are unable to complete an initial business combination, our public stockholders may receive only approximately $10.30 per share on the liquidation of the trust account, and our warrants will expire worthless.
If we are unable to complete an initial business combination by August 1, 2019, our public stockholders may receive only approximately $10.30 per share on the liquidation of the trust account and our warrants will expire worthless.
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.30 per share.
Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors and the underwriters in our IPO), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any funds held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the funds held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.20 per share initially held in the trust account, due to claims of such creditors. Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent confidentially or similar agreement or business combination, reduce the amount of funds in the trust
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account to below the lesser of  (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the funds held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, or have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of Industrea. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.
In the event that the proceeds in the trust account are reduced below the lesser of  (i) $10.20 per share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.20 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in our trust account available for distribution to our public stockholders may be reduced below $10.20 per share.
We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any funds in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if  (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
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Subsequent to our completion of our Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.
Although we have conducted due diligence on CPH, we cannot assure you that this diligence will surface all material issues that may be present in CPH’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of CPH’s business and outside of our and CPH’s control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the post-combination company or its securities. Accordingly, any of our stockholders who choose to remain stockholders following our Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that this proxy statement relating to the Business Combination contained an actionable material misstatement or material omission.
We have no operating or financial history and our results of operations may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.
We are a blank check company and we have no operating history and no revenues. This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for the post-combination company. The unaudited pro forma condensed combined statement of operations of the post-combination company combines the historical audited results of operations of Industrea for the period ended December 31, 2017 and the unaudited results of Industrea for the six months ended June 30, 2018 with the historical audited results of operations of CPH for the year ended October 31, 2017 and the unaudited results of CPH for the six months ended April 30, 2018, respectively, and gives pro forma effect to the Business Combination as if it had been consummated on January 1, 2017. The unaudited pro forma condensed combined balance sheet of the post-combination company combines the historical unaudited balance sheets of Industrea as of June 30, 2018 and of CPH as of April 30, 2018 and gives pro forma effect to the Business Combination as if it had been consummated on June 30, 2018.
The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the post-combination company. Accordingly, the post-combination company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
We will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

changes in the valuation of our deferred tax assets and liabilities;

expected timing and amount of the release of any tax valuation allowances;
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tax effects of stock-based compensation;

costs related to intercompany restructurings;

changes in tax laws, regulations or interpretations thereof; and

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.
In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.
If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of Newco securities may decline.
If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Newco securities may decline. The market value of Newco securities at the time of the Business Combination may vary significantly from the prices of Industrea’s securities on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which our stockholders vote on the Business Combination.
In addition, following the Business Combination, fluctuations in the price of Newco securities could contribute to the loss of all or part of your investment. Immediately prior to the Business Combination, there has not been a public market for Newco or CPH’s stock and trading in the shares of Industrea common stock has not been active. Accordingly, the valuation ascribed to CPH and Industrea common stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of Newco securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and Newco securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
Factors affecting the trading price of Newco’s securities following the Business Combination may include:

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

changes in the market’s expectations about our operating results;

the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

speculation in the press or investment community;

success of competitors;

our operating results failing to meet the expectation of securities analysts or investors in a particular period;

changes in financial estimates and recommendations by securities analysts concerning the post-combination company or the market in general;

operating and stock price performance of other companies that investors deem comparable to the post-combination company;

our ability to market new and enhanced products on a timely basis;

changes in laws and regulations affecting our business;

commencement of, or involvement in, litigation involving the post-combination company;
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changes in the post-combination company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

the volume of shares of Newco common stock available for public sale;

any major change in the Newco Board or management;

sales of substantial amounts of Newco common stock by our directors, officers or significant stockholders or the perception that such sales could occur; and

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to the post-combination company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.
Future sales of Newco common stock may cause the market price of its securities to drop significantly, even if its business is doing well.
Pursuant to the Stockholders Agreement:

the Initial Stockholders have agreed not to transfer the Founder Shares until the earlier of  (A) one year after the Closing or (B) subsequent to the Closing, (x) if the last sale price of the Newco common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) following the Closing, the date on which Newco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Newco’s stockholders having the right to exchange their shares of Newco common stock for cash, securities or other property;

the Initial Stockholders have agreed not to transfer the private placement warrants until 30 days after the Closing;

each CPH Management Holder (as defined therein) has agreed not to transfer any shares of Newco common stock acquired by such CPH Management Holder in connection with the Business Combination for a period commencing on the date of Closing and ending on the date that is (a) the first anniversary of the Closing with respect to one-third (1/3) of such CPH Management Holder’s Newco securities held as of the date of Closing; (b) the second anniversary of the Closing with respect to one-third (1/3) of such CPH Management Holder’s Newco securities held as of the date of Closing; and (c) the third anniversary of the Closing with respect to one-third (1/3) of such CPH Management Holder’s Newco securities held as of the date of Closing; and

each Non-Management CPH Holder (as defined therein) may not transfer any shares of Newco common stock acquired by such Non-Management CPH Holder in connection with the Business Combination for a period commencing on the date of Closing and ending on the date that is one hundred and eighty (180) days after the Closing.
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In addition, certain CPH stockholders and the Initial Stockholders will be entitled to registration rights, subject to certain limitations, with respect to Newco common stock they receive in the Business Combination pursuant to the Stockholders Agreement to be entered into in connection with the consummation of the Business Combination. The Stockholders Agreement provides that Newco will, not later than 90 days after the Closing, file a registration statement covering the Founder Shares, the private placement warrants (including any common stock issued or issuable upon exercise of any such private placement warrants) and the shares of Newco common stock issued to the CPH stockholders at the Closing. In addition, these stockholders will have certain demand and “piggyback” registration rights following the consummation of the Business Combination. Newco will bear certain expenses incurred in connection with the exercise of such rights. The presence of these additional securities trading in the public market may have an adverse effect on the market price of Newco common stock.
A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.
Sales of a substantial number of shares of Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock. After the Business Combination, our Initial Stockholders will hold between 13% (assuming no redemptions) and 16% (assuming maximum redemptions) of Newco common stock. Our Initial Stockholders entered into a letter agreement with us, pursuant to which have agreed not to transfer, assign or sell any of their Founder Shares (except to certain permitted transferees) until one year after the completion of the Business Combination or earlier if subsequent to the Business Combination, (i) the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.
Our quarterly operating results may fluctuate significantly because of several factors, including:

labor availability and costs for hourly and management personnel;

profitability of our products, especially in new markets and due to seasonal fluctuations;

changes in interest rates;

impairment of long-lived assets;

macroeconomic conditions, both nationally and locally;

negative publicity relating to products we serve;

changes in consumer preferences and competitive conditions;

expansion to new markets; and

fluctuations in commodity prices.
If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the post-combination company, its business, or its market, or if they change their recommendations regarding Newco common stock adversely, then the price and trading volume of Newco common stock could decline.
The trading market for Newco common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on Industrea or the
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post-combination company. If no securities or industry analysts commence coverage of the post-combination company, Newco’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the post-combination company change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of Newco common stock would likely decline. If any analyst who may cover the post-combination company were to cease coverage of the post-combination company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause Newco’s stock price or trading volume to decline.
We may be unable to obtain additional financing to fund the operations and growth of the post-combination company.
We may require additional financing to fund the operations or growth of the post-combination company. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the post-combination company. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our Business Combination.
Changes in laws or, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.
We are subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, we are required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.
We have not registered the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
We have not registered the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. Following the Business Combination, Newco will assume such warrants and the warrants will be exercisable for Newco common stock. Under the terms of the warrant agreement, we have agreed, as soon as practicable, but in no event later than 15 business days after the closing of the Business Combination, to use our best efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in such registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption is available. Notwithstanding the above, if Newco common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of warrants who exercise their warrants to do so a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws. If the issuance
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of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common stock included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of common stock for sale under all applicable state securities laws.
The exercise price for our warrants is higher than in many similar blank check company offerings in the past, and, accordingly, the warrants are more likely to expire worthless.
The exercise price of our warrants is higher than is typical with many similar blank check companies in the past. Historically, with regard to units offered by blank check companies, the exercise price of a warrant was generally a fraction of the purchase price of the units in the IPO. The exercise price for our warrants is $11.50 per share, subject to adjustment as provided herein. As a result, the warrants are less likely to ever be in the money and more likely to expire worthless.
We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then-outstanding warrants. As a result, the exercise price of our warrants could be increased, the exercise period could be shortened and the number of shares of common stock purchasable upon exercise of a warrant could be decreased without a warrant holder’s approval.
Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant.
We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.
We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of  $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force the warrant holders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants. None of the private placement warrants will be redeemable by us so long as they are held by our Initial Stockholders or their permitted transferees.
Because each warrant is exercisable for only one share of our Class A common stock, the units may be worth less than units of other blank check companies.
Each warrant is exercisable for one share of Class A common stock. Warrants may be exercised only for a whole number of shares of Class A common stock. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest
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in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. As a result, warrant holders who did not purchase an even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional interest that will not be issued. This is different from other companies similar to ours whose units include one share of common stock and one warrant to purchase one whole share. This unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.
Industrea’s warrants will become exercisable for Newco common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to Newco’s stockholders.
We issued 23,000,000 public warrants as part of our IPO, and prior to our IPO, we issued 11,100,000 private placement warrants to our Sponsor. Each warrant is exercisable for one share of common stock at $11.50 per share. In addition, prior to consummating an initial business combination, nothing prevents us from issuing additional securities in a private placement so long as they do not participate in any manner in the trust account or vote as a class with the Industrea common stock on a business combination. Following the Business Combination, Industrea’s warrants will become exercisable for shares of Newco common stock. To the extent such warrants are exercised, additional shares of Newco common stock will be issued, which will result in dilution to the holders of common stock of Newco and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of Newco common stock.
Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete an initial business combination by August 1, 2019 may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following August 1, 2019 in the event we do not complete an initial business combination and, therefore, we do not intend to comply with those procedures.
Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the ten years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete an initial business combination by August 1, 2019 is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.
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If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the Industrea Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of the Industrea Board and us to claims of punitive damages.
If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, the Industrea Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.
Newco will be a holding company with no business operations of its own and will depend on cash flow from CPH to meet its obligations.
Following the Business Combination, Newco will be a holding company with no business operations of its own or material assets other than the stock of its subsidiaries. All of its operations will be conducted by its subsidiary, CPH. As a holding company, Newco will require dividends and other payments from its subsidiaries to meet cash requirements. The terms of any credit facility may restrict Newco’s subsidiaries from paying dividends and otherwise transferring cash or other assets to it. If there is an insolvency, liquidation or other reorganization of any of Newco’s subsidiaries, Newco’s stockholders likely will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before Newco, as an equityholder, would be entitled to receive any distribution from that sale or disposal. If CPH is unable to pay dividends or make other payments to Newco when needed, Newco will be unable to satisfy its obligations.
Anti-takeover provisions contained in Newco’s certificate of incorporation and proposed bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
Newco’s certificate of incorporation contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These provisions will include:

a staggered board of directors providing for three classes of directors, which limits the ability of a stockholder or group to gain control of the Newco Board;

no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

the right of the Newco Board to elect a director to fill a vacancy created by the expansion of the Newco Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on the Newco Board;

a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

a prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members of the Newco Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and
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advance notice procedures that stockholders must comply with in order to nominate candidates to the Newco Board or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Newco.
The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.
We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, which we refer to as the “JOBS Act.” As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of  (i) the last day of the fiscal year (a) following August 1, 2022, the fifth anniversary of our IPO, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Because CPH had revenues during its last fiscal year of approximately $211.2 million, if we expand our business or increase our revenues post-Business Combination, we may cease to be an emerging growth company prior to August 1, 2022.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
We cannot predict if investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for securities and our stock price may be more volatile.
Risks Related to the Redemption
We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a Business Combination with which a substantial majority of our stockholders do not agree.
The Industrea Charter does not provide a specified maximum redemption threshold, except that we will not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules). As a result, we may be able to complete the Business Combination even though a substantial portion of our public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to our Sponsor or our or CPH’s directors, officers or advisors, or any of their respective affiliates. As of the date of this proxy statement/prospectus, no agreements with respect to the
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private purchase of public shares by Industrea or the persons described above have been entered into with any such investor or holder. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals (as described in this proxy statement/prospectus) at the Special Meeting.
If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than fifteen percent (15%) of our Class A common stock issued in the IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of our Class A common stock issued in the IPO.
A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the public shares. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, Industrea will require each public stockholder seeking to exercise redemption rights to certify to Industrea whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to Industrea at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Industrea makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over our ability to consummate the Business Combination and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if we consummate the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the shares sold in our IPO and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. We cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of our Class A common stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge Industrea’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.
However, our stockholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.
There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better future economic position.
We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of Industrea might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.
Industrea stockholders who wish to redeem their shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of our Class A common stock for a pro rata portion of the funds held in our trust account.
Public stockholders who wish to redeem their shares for a pro rata portion of the trust account must, among other things (i) submit a request in writing and (ii) tender their certificates to our Transfer Agent or deliver their shares to the Transfer Agent electronically through the DWAC system at least two business
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days prior to the Special Meeting. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our Transfer Agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because we do not have any control over this process or over the brokers, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
Stockholders electing to redeem their shares will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. Please see the section entitled “Special Meeting of Stockholders —  Redemption Rights” for additional information on how to exercise your redemption rights.
If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
If, despite our compliance with the proxy rules, a stockholder fails to receive our proxy materials, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy materials that we are furnishing to holders of our public shares in connection with our Business Combination describes the various procedures that must be complied with in order to validly redeem public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.
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SPECIAL MEETING OF STOCKHOLDERS
This proxy statement/prospectus is being provided to stockholders as part of a solicitation of proxies by the Industrea Board for use at the Special Meeting of Stockholders to be held on [           ], 2018, and at any adjournment or postponement thereof. This proxy statement/prospectus contains important information regarding the Special Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.
This proxy statement/prospectus is being first mailed on or about [           ], 2018 to all stockholders of record of Industrea as of  [           ], 2018, the record date for the Special Meeting. Stockholders of record who owned Industrea common stock at the close of business on the record date are entitled to receive notice of, attend and vote at the Special Meeting. On the record date, there were 28,750,000 shares of Industrea common stock outstanding.
Date, Time and Place of Special Meeting
The Special Meeting will be held at 10:00 a.m., Eastern Time, on [           ], 2018, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.
Voting Power; Record Date
As a stockholder of Industrea, you have a right to vote on certain matters affecting Industrea. The proposals that will be presented at the Special Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement/prospectus. You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of Industrea common stock at the close of business on [           ], 2018, which is the record date for the Special Meeting. You are entitled to one vote for each share of Industrea common stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 28,750,000 shares of Industrea common stock outstanding, of which 23,000,000 are public shares and 5,750,000 are Founder Shares held by our Initial Stockholders.
Proposals at the Special Meeting
At the Special Meeting, Industrea stockholders will vote on the following proposals:
1.
Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Merger Agreement, dated as of September 7, 2018, a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the Business Combination;
2.
Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Industrea’s issued and outstanding common stock pursuant to the Business Combination;
3.
Charter Proposals — To consider and vote upon separate proposals (to approve the following material differences between the Newco Charter that will be in effect upon the closing of the Business Combination and the Industrea Charter:
a.
the name of the new public company will be “Concrete Pumping Holdings, Inc.” as opposed to “Industrea Acquisition Corp.”;
b.
Newco will have 500,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, as opposed to Industrea having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and
c.
the Newco Charter will not include the various provisions applicable only to special purpose acquisition companies that the Industrea Charter contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time);
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4.
Director Election Proposal — To consider and vote upon a proposal to elect nine directors who, upon consummation of the Business Combination, will be the directors of Newco;
5.
Incentive Plan Proposal — To consider and vote upon a proposal to approve the Incentive Plan, which is an incentive compensation plan for employees, directors and consultants of Newco and its subsidiaries, including CPH, a copy of which is attached to this proxy statement/prospectus as Annex C; and
6.
Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS.
Vote of Industrea’s Sponsor, Directors and Officers
Prior to our IPO, we entered into agreements with our Initial Stockholders, other current directors and officers, pursuant to which each agreed to vote any shares of Industrea common stock owned by them in favor of an initial business combination. These agreements apply to our Initial Stockholders, including our Sponsor, as it relates to the Founder Shares and the requirement to vote all of the Founder Shares in favor of the Business Combination Proposal and for all other proposals presented to our stockholders in this proxy statement/prospectus.
Our Initial Stockholders, other current directors and officers have waived any redemption rights, including with respect to shares of Class A common stock purchased in our IPO or in the aftermarket, in connection with Business Combination. The Founder Shares held by our Initial Stockholders have no redemption rights upon our liquidation and will be worthless if no business combination is effected by us by August 1, 2019. However, our Initial Stockholders are entitled to redemption rights upon our liquidation with respect to any public shares they may own.
Quorum and Required Vote for Proposals for the Special Meeting
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the Industrea common stock outstanding and entitled to vote at the Special Meeting is represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.
Approval of the Business Combination Proposal and each of the Charter Proposals require the affirmative vote of the holders of a majority of the outstanding shares of Industrea common stock. A stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have the same effect as a vote “AGAINST” the Business Combination Proposal and each of the Charter Proposals. Our Initial Stockholders have agreed to vote their Founder Shares and any public shares purchased during or after the IPO in favor of the Business Combination Proposal.
Approval of the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of the holders of majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote thereon at the Special Meeting. Assuming a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have no effect on the outcome of any vote on the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal.
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The election of directors pursuant to the Director Election Proposal will be determined by a plurality of the votes cast by stockholders present in person or by proxy at the Special Meeting and entitled to vote thereon. This means that the nine director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have no effect on the election of directors.
The Business Combination is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal at the Special Meeting. Each of the proposals other than the Business Combination Proposal is conditioned on the approval of the Business Combination Proposal, other than the Adjournment Proposal, which is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.
It is important for you to note that, in the event that the Business Combination Proposal or the Nasdaq Proposal does not receive the requisite vote for approval, we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by August 1, 2019, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.
Recommendation to Stockholders
The Industrea Board believes that each of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal to be presented at the Special Meeting is in the best interests of Industrea and our stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals.
When you consider the recommendation of the Industrea Board in favor of approval of the Business Combination Proposal, you should keep in mind that our Sponsor and certain members of the Industrea Board and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

the fact that our Initial Stockholders paid an aggregate of  $25,000 for the Founder Shares, which in certain circumstances could convert into up to 7,696,078 shares of Class A common stock in accordance with the Industrea Charter prior to the completion of the Industrea Merger, and such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $78,630,498.70 based on the closing price of our public shares on Nasdaq on September 7, 2018, but, given the restrictions on such shares, we believe such shares have less value;

the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if we fail to complete an initial business combination by August 1, 2019;

the fact that our Initial Stockholders paid an aggregate of  $11,100,000 for 11,100,000 private placement warrants and that such private placement warrants will expire worthless if a business combination is not consummated by August 1, 2019;

the right of our Initial Stockholders to receive shares of Newco common stock in connection with the Business Combination and shares of Newco to be issued to our Initial Stockholders upon exercise of their private placement warrants following the Business Combination, subject to certain lock-up periods;
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the fact that, at the option of our Sponsor, any amounts outstanding under any loan made by our Sponsor or an affiliate of our Sponsor to Industrea in an aggregate amount up to $1,500,000, may be converted into warrants to purchase Newco common stock following the Business Combination;

if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

the anticipated continuation of six of our existing directors, Messrs. David A.B. Brown, David G. Hall, Brian Hodges, Howard D. Morgan and Tariq Osman and Ms. Heather L. Faust as directors of the post-combination company;

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination; and

the fact that our Sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by August 1, 2019.
Broker Non-Votes and Abstentions
Abstentions and broker non-votes are considered present for the purposes of establishing a quorum.
A stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have (i) the same effect as a vote “AGAINST” the Business Combination Proposal and each of the Charter Proposals, and (ii) assuming a valid quorum is otherwise established, no effect on the outcome of any vote on the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal or the Adjournment Proposal.
In general, if your shares are held in “street” name and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters. None of the proposals to be voted on at the Special Meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your shares on any proposal to be voted on at the Special Meeting.
Voting Your Shares — Stockholders of Record
If you are a stockholder of record, you may vote by mail or in person at the Special Meeting. Each share of Industrea common stock that you own in your name entitles you to one vote on each of the proposals for the Special Meeting. Your one or more proxy cards show the number of shares of Industrea common stock that you own.
Voting by Mail.   You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you sign and return the proxy card but do not give
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instructions on how to vote your shares, your shares of Industrea common stock will be voted as recommended by the Industrea Board. The Industrea Board recommends voting “FOR” the Business Combination Proposal, “FOR” the Nasdaq Proposal, “FOR” each of the Charter Proposals, “FOR” each of the director nominees, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by [9:00 a.m.], Eastern Time, on [           ], 2018.
Voting in Person at the Meeting.   If you attend the Special Meeting and plan to vote in person, we will provide you with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you will need to bring to the Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of Industrea common stock.
Voting Your Shares — Beneficial Owners
If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. As a beneficial owner, if you wish to vote at the Special Meeting, you will need to bring to the Special Meeting a legal proxy from your broker, bank or other nominee authorizing you to vote those shares. Please see “Attending the Special Meeting” below for more details.
Attending the Special Meeting
Only stockholders on the record date or their legal proxy holders may attend the Special Meeting. To be admitted to the Special Meeting, you will need a form of photo identification and valid proof of ownership of Industrea common stock or a valid legal proxy. If you have a legal proxy from a stockholder of record, you must bring a form of photo identification and the legal proxy to the Special Meeting. If you have a legal proxy from a “street name” stockholder, you must bring a form of photo identification, a legal proxy from the record holder (that is, the bank, broker or other holder of record) to the “street name” stockholder that is assignable, and the legal proxy from the “street name” stockholder to you. Stockholders may appoint only one proxy holder to attend on their behalf.
Revoking Your Proxy
If you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting by doing any one of the following:

you may send another proxy card with a later date;

you may notify Industrea’s Secretary in writing to Industrea Acquisition Corp., 28 West 44th Street, Suite 501, New York, New York 10036, before the Special Meeting that you have revoked your proxy; or

you may attend the Special Meeting, revoke your proxy, and vote in person, as indicated above.
No Additional Matters
The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal. Under our bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.
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Who Can Answer Your Questions About Voting
If you have any questions about how to vote or direct a vote in respect of your shares of Industrea common stock, you may call Morrow, our proxy solicitor, at:
Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: INDU.info@morrowsodali.com
Redemption Rights
Pursuant to the Industrea Charter, we are providing our public stockholders with the opportunity to redeem, upon the closing of the Business Combination, public shares then held by them for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our IPO, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their public shares will not be reduced by the deferred underwriting commission totaling $8,050,000 that we will pay to the underwriters of our IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, as of August 31, 2018, the estimated per share redemption price would have been approximately $10.30.
In order to exercise your redemption rights, you must:

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

prior to [    ], Eastern Time, on [           ], 2018, (a) submit a written request to the Transfer Agent that Industrea redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically DTC.
The Transfer Agent’s address is as follows:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks.
Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.
Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to our Transfer Agent prior to the date set forth in these proxy materials, or up to two business days prior to the vote on the proposal to approve the Business Combination at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Business Combination is approved.
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Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.
If you hold units registered in your own name, you must deliver the certificate for such units to the Transfer Agent with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units.
If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to our Transfer Agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Each redemption of public shares by our public stockholders will reduce the amount in our trust account, which held cash and marketable securities with a fair value of approximately $237.5 million as of August 31, 2018. In no event will we redeem shares of our Class A common stock in an amount that would cause our net tangible assets to be less than $5,000,001.
Prior to exercising redemption rights, stockholders should verify the market price of our Class A common stock as they may receive higher proceeds from the sale of their Class A common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of our Class A common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our Class A common stock when you wish to sell your shares.
If you exercise your redemption rights, your shares of our Class A common stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the post-combination company, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.
If the Business Combination is not approved and we do not consummate an initial business combination by August 1, 2019, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders and our warrants will expire worthless.
Appraisal Rights
Appraisal rights are not available to holders of shares of Industrea common stock in connection with the Business Combination.
Proxy Solicitation Costs
Industrea is soliciting proxies on behalf of the Industrea Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Industrea has engaged Morrow to assist in the solicitation of proxies for the Special Meeting. Industrea and its directors, officers and employees may also solicit proxies in person. Industrea will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.
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Industrea will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Industrea will pay Morrow a fee of  $22,500, plus disbursements, reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as our proxy solicitor. We will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding the proxy materials to our stockholders. Directors, officers and employees of Industrea who solicit proxies will not be paid any additional compensation for soliciting proxies.
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial statements give effect to the Business Combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) as well as Debt Financing and Equity Financing. The Business Combination will be accounted for as an acquisition of CPH (the accounting acquiree) by Industrea (the accounting acquirer) since, immediately following completion of the transaction, the stockholders of Industrea immediately prior to the Business Combination will have effective control of Concrete Pumping Holdings Acquisition Corp. (“Newco”) the post-combination company, through their approximate 52% ownership interest in the post-combination entity, assuming no share redemptions (approximately 36% in the event of maximum share redemptions), and their ability to elect a majority of the board of directors.
The historical consolidated financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Business Combination and the proposed related Debt Financing and Equity Financing (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the post-combination company. The unaudited pro forma condensed combined balance sheet is based on the historical unaudited consolidated balance sheet of CPH and the unaudited condensed balance sheet of Industrea, and has been prepared to reflect the Business Combination and the proposed related Debt Financing and Equity Financing as if they occurred on June 30, 2018. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018 and the year ended December 31, 2017 combines the historical results of operations of CPH and for Industrea for the periods described below, giving effect to the Business Combination and the proposed Debt Financing and Equity Financing as if they occurred on January 1, 2017.
The unaudited pro forma condensed combined statement of operations information for the six months ended June 30, 2018 was derived from CPH’s unaudited consolidated statement of income for the six months ended April 30, 2018 and Industrea’s unaudited statement of operations for the six months ended June 30, 2018 included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined balance sheet information as of June 30, 2018 was derived from CPH unaudited condensed consolidated balance sheet as of April 30, 2018 and Industrea’s unaudited balance sheet as of June 30, 2018 included elsewhere in this proxy statement/prospectus. Such unaudited interim financial information has been prepared on a basis consistent with the audited financial statements of CPH and Industrea, respectively, each of which is included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined statement of operations information for the year ended December 31, 2017 was derived from CPH’s audited consolidated statement of income for the year ended October 30, 2017 and Industrea’s audited statement of operations for the period April 7, 2017 (inception) through December 31, 2017 included elsewhere in this proxy statement/prospectus. See Note 2, Basis of the Pro Forma Presentation for further discussion regarding combining entities with differing fiscal years.
These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would actually have been obtained had the Business Combination and the Debt Financing and Equity Financing s been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma combined financial information.
Newco will likely incur additional costs in order to satisfy its obligations as a fully reporting public company as it transitions from an emerging growth company status, however, no estimate has been reflected as an adjustment to the unaudited pro forma statements of operations. In addition, Industrea anticipates adoption of various stock compensation plans or programs that are typical for employees, officers and directors of public companies. No adjustment to the unaudited pro forma statement of operations has been made for these items as they are not related to the transaction nor supportable with facts at this time.
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The unaudited pro forma condensed combined statements of operations are not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on the date indicated, nor is it indicative of the future consolidated results of operations of the post-combination company. The selected unaudited pro forma condensed combined financial information below should be read in conjunction with the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “CPH Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industrea’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto of CPH and Industrea included elsewhere in this proxy statement/prospectus.
The unaudited pro forma combined financial statements have been prepared using two different levels of redemptions of public shares:

Scenario 1 — Assuming No Redemption:   This presentation assumes that no public stockholders exercise redemption rights with respect to their, public shares for a pro rata portion of the funds held in the trust account; and

Scenario 2 — Assuming Redemption of 100%, or 23,000,000, public shares by public stockholders: This presentation assumes that public stockholders exercise their redemption rights with respect to 23,000,000 public shares, which is the maximum number of shares redeemable that would permit Industrea to close the Business Combination utilizing the Backstop.
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Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2018
(in thousands)
Industrea
Acquisition Corp.
Concrete
Pumping
Holdings, Inc.
Assuming No Redemption of
Common Stock
Assuming Maximum Redemption
of Shares of Common Stock
Pro Forma
Adjustments
Pro Forma
Combined
Pro Forma
Adjustments
Pro Forma
Combined
ASSETS
Current Assets
Cash and cash equivalents
$ 830 $ 3,889 $ 236,743
[3A]
$ 111,434 $ (234,600)
[3N]
$ 4,934
350,000
[3B]
103,100
[3O]
25,000
[3C]
25,000
[3P]
71,900
[3D]
(25,000)
[3E]
(297,528)
[3F]
(14,672)
[3G]
(239,728)
[3B]
Cash and marketable securities held in Trust Account
236,743 (236,743)
[3A]
Accounts receivable, net
33,529 33,529 33,529
Inventory
3,645 3,645 3,645
Prepaid expenses and other current assets
232 5,062 5,295 5,295
Total current assets
237,805 46,125 (130,028) 153,903 (106,500) 47,403
Property and equipment, net
195,317 12,182
[3H]
207,499 207,499
Other intangible assets, net
41,315 174,285
[3I]
215,600 215,600
Goodwill
76,453 176,323
[3J]
252,776 252,776
Other assets
1,018 (1,018)
[3B]
TOTAL ASSETS
$ 237,805 $ 360,229 $ 231,744 $ 829,778 $ (106,500) $ 723,278
See accompanying notes to unaudited pro forma condensed combined financial information.
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Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2018 (continued)
(in thousands)
Industrea
Acquisition Corp.
Concrete
Pumping
Holdings, Inc.
Assuming No Redemption of
Common Stock
Assuming Maximum Redemption
of Shares of Common Stock
Pro Forma
Adjustments