Crixus BH3 Acquisition Co false 0001851612 0001851612 2023-10-16 2023-10-16 0001851612 bhacu:UnitsEachConsistingOfOneShareOfClassACommonStockAndOneHalfOfOneWarrant2Member 2023-10-16 2023-10-16 0001851612 bhacu:ClassACommonStockParValue0.0001PerShare1Member 2023-10-16 2023-10-16 0001851612 bhacu:WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf11.50Member 2023-10-16 2023-10-16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 16, 2023

 

 

Crixus BH3 Acquisition Company

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40868   86-2249068

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

819 NE 2nd Avenue, Suite 500

Fort Lauderdale, FL

   33304
(Address of principal executive offices)   (Zip Code)

(954) 416-3140

(Registrant’s telephone number, including area code)

Not Applicable

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

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Units, each consisting of one share of Class A Common Stock and one-half of one Warrant   BHACU   The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share   BHAC   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50   BHACW   The Nasdaq Stock Market LLC

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

Emerging growth company ☒

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

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

As previously disclosed, on September 27, 2023, Crixus BH3 Acquisition Company (the “Company”), Crixus BH3 Sponsor LLC (the “Sponsor”) and Focus Impact BHAC Sponsor, LLC (the “New Sponsor”) entered into a Purchase Agreement pursuant to which, subject to satisfaction of certain conditions, the New Sponsor (i) has agreed to purchase an aggregate of 3,746,303 shares of common stock, from the Sponsor and each of the Company’s anchor investors and 4,160,000 private placement warrants from the Sponsor for an aggregate purchase price of $16,288.27 and (ii) will become the sponsor of the Company (the “Purchase”). The parties are actively working towards the closing conditions, and have agreed to extend the outside termination date to October 31, 2023 to provide additional time to satisfy such conditions. There can be no assurance that the conditions to the consummation of the Purchase will be satisfied or that the Purchase will be consummated.

SIGNATURE

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

 

CRIXUS3 BH3 ACQUISITION COMPANY
By:  

/s/ Gregory Freedman

  Name:   Gregory Freedman
  Title:   Co-Chief Executive Officer and Chief Financial Officer

Date: October 16, 2023

v3.23.3
Document and Entity Information
Oct. 16, 2023
Document And Entity Information [Line Items]  
Entity Registrant Name Crixus BH3 Acquisition Co
Amendment Flag false
Entity Central Index Key 0001851612
Document Type 8-K
Document Period End Date Oct. 16, 2023
Entity Incorporation State Country Code DE
Entity File Number 001-40868
Entity Tax Identification Number 86-2249068
Entity Address, Address Line One 819 NE 2nd Avenue
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Fort Lauderdale
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33304
City Area Code (954)
Local Phone Number 416-3140
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Units Each Consisting Of One Share Of Class A Common Stock And One Half Of One Warrant 2 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Trading Symbol BHACU
Security Exchange Name NASDAQ
Class A Common Stock Par Value 0.0001 Per Share 1 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Class A Common Stock, par value $0.0001 per share
Trading Symbol BHAC
Security Exchange Name NASDAQ
Warrants Each Whole Warrant Exercisable For One Share Of Class A Common Stock At An Exercise Price Of 11.50 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol BHACW
Security Exchange Name NASDAQ
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