0000950170-23-052977.txt : 20231011 0000950170-23-052977.hdr.sgml : 20231011 20231011192015 ACCESSION NUMBER: 0000950170-23-052977 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231006 FILED AS OF DATE: 20231011 DATE AS OF CHANGE: 20231011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Freedman Gregory CENTRAL INDEX KEY: 0001863953 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40868 FILM NUMBER: 231321519 MAIL ADDRESS: STREET 1: 819 NE 2ND AVENUE, SUITE 500 STREET 2: C/O BH3 MANAGEMENT CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Crixus BH3 Acquisition Co CENTRAL INDEX KEY: 0001851612 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 862249068 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 819 NE 2ND AVENUE STREET 2: SUITE 300 CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 BUSINESS PHONE: 954416-3140 MAIL ADDRESS: STREET 1: 819 NE 2ND AVENUE STREET 2: SUITE 300 CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 FORMER COMPANY: FORMER CONFORMED NAME: Crixus BH3 Acquisition Corp. DATE OF NAME CHANGE: 20210719 FORMER COMPANY: FORMER CONFORMED NAME: BH3 Acquisition Corp. DATE OF NAME CHANGE: 20210316 4 1 ownership.xml 4 X0508 4 2023-10-06 0001851612 Crixus BH3 Acquisition Co BHAC 0001863953 Freedman Gregory C/O CRIXUS BH3 ACQUISITION COMPANY 819 NE 2ND AVENUE, SUITE 500 FORT LAUDERDALE FL 33304 true true true false Co-Chief Executive Officer false Class A Common Stock 2023-10-06 4 C false 3000000 A 3000000 I See footnote Class B Common Stock 2023-10-06 4 C false 3000000 D Class A Common Stock 3000000 1139242 I See footnote Represents shares of Class A common stock of the Issuer acquired upon conversion of shares of Class B common stock of the Issuer at the Reporting Person's election. The securities are held directly by Crixus BH3 Sponsor LLC, the sponsor of the issuer (the "Sponsor"). The Sponsor is controlled by BH3 Management LLC, an entity owned and controlled indirectly by the Reporting Person and Daniel Lebensohn. Each of the Reporting Person and Mr. Lebensohn indirectly share voting and dispositive power over the securities held by the Sponsor, and may be deemed to beneficially own the securities held by the Sponsor. The Reporting Person and Mr. Lebensohn disclaim beneficial ownership of the securities held by the Sponsor except to the extent of their pecuniary interest therein. The shares of Class B common stock have no expiration date and will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-259269). Pursuant to an amendment to the Issuer's amended and restated certificate of incorporation filed on October 6, 2023, holders of Class B common stock now also have the right to convert their shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. /s/ Brian J. Gavsie, Attorney-in-Fact 2023-10-11