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| SEC File Number 001-40868 |
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| CUSIP Number 22677T102 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
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| (Check one) |
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☐ Form 10-K
☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR |
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For Period Ended: September 30, 2023 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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For the Transition Period Ended: |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I — REGISTRANT
INFORMATION
Focus Impact BH3 Acquisition Company
Full Name of Registrant
Crixus
BH3 Acquisition Company
Former Name if Applicable
1345 Avenue of the Americas, 33rd Floor
Address of Principal Executive Office (Street and Number)
New York, NY 10105
City,
State and Zip Code
PART II — RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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| ☒ |
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(a) |
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due
date; and |
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(c) |
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
Focus Impact BH3 Acquisition Company (f/k/a/ Crixus BH3 Acquisition
Company) (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Report”) by November 14, 2023 without unreasonable
effort or expense due to delays in finalizing certain accounting and disclosure items in connection with the Company’s recent closing of the transactions contemplated by a Purchase Agreement entered into by the Company, Crixus BH3 Sponsor LLC
and Focus Impact BHAC Sponsor, LLC (the “New Sponsor”), resulting in the New Sponsor becoming the sponsor of the Company following the fiscal quarter covered by the Report.
The Company expects to be able to file the Report within the five-day period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV — OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification |
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Carl Stanton |
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(212) |
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213-0243 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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| (2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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| (3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? ☐ Yes ☒ No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
Focus Impact BH3 Acquisition Company
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date November 15, 2023 |
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By |
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/s/ Carl Stanton |
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Carl Stanton |
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Chief Executive Officer |