Item 3. Source and Amount of Funds or Other Consideration
The information set forth in Item 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.
On September 7, 2023, the Issuer entered into a Transaction Agreement (the Transaction Agreement) with Argos North America
Corp., a Delaware corporation (ANAC), Cementos Argos, Argos SEM and Valle Cement. Pursuant to the Transaction Agreement and in connection with the closing of the transactions contemplated thereby (the Transaction) on
January 12, 2024, the Issuer acquired all of the outstanding equity interests of ANAC, previously held by the Argos Parties for (i) $1.2 billion of cash (subject to customary adjustments set forth in the Transaction Agreement), (ii)
54,720,000 shares of Class A Common Stock and (iii) the Preferred Share.
Item 4. Purpose of Transaction
The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
The Reporting Persons acquired beneficial ownership of the Class A Common Stock reported on this Schedule 13D as part of the
consideration for the Closing Consideration (as defined in the Transaction Agreement). As contemplated by the Stockholder Agreement (as defined below), on January 12, 2024, the Board (as defined below) appointed Jorge Mario Velasquez, Irene
Moshouris, and Juan Esteban Calle, each designated by Cementos Argos.
The Reporting Persons from time to time may enter into discussions
with directors and officers of the Issuer, other shareholders or third parties, including representatives of any of the foregoing, in connection with the Reporting Persons holdings in the Issuer. Such discussions may include one or more of
management, the Board, other stockholders of the Issuer and other persons to discuss the Issuers business, operations, appointments to the Board, governance, performance, management, strategies and other matters related to the Issuer. These
discussions may include reviewing options or making proposals for enhancing or maximizing shareholder value through various strategic alternatives, including changes to the capitalization, ownership structure, operations, or Certificate of
Incorporation or Bylaws of the Issuer, or any strategic transaction or similar opportunities.
The Reporting Persons expect to review from
time to time their investment in the Issuer and may, subject to the terms of the Registration Rights Agreement (as defined below) and the Stockholder Agreement and depending on various factors, including, without limitation, the outcome of any
discussions referenced above, the Issuers financial position and strategic direction, the market and other conditions, actions taken by the Board, price levels of the Issuers securities, other investment opportunities available to the
Reporting Persons, take such actions with respect to the holdings in the Issuer as they deem appropriate, including: (i) purchase additional shares of Common Stock or other equity interests of the Issuer, options or related derivatives in the
open market, in privately negotiated transactions or otherwise; (ii) sell, pledge or otherwise dispose of all or a portion of the shares of Common Stock or other equity interests, options or related derivatives now beneficially owned or
hereafter acquired by them; and (iii) engage in other plans or proposals as the Reporting Persons may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to
in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.
As described in Item 6 below, the Reporting
Persons are subject to certain restrictions on certain of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D, including acquisitions, dispositions, hedges and pledges of securities of
the Issuer. Accordingly, the Reporting Persons and their representatives may engage in discussions with the Issuer and its representatives in connection with any such transactions. The Reporting Persons specifically reserve the right to change their
intention with respect to any or all of the foregoing.
Item 5. Interest in Securities of the Issuer
The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.