UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously disclosed in the Company’s Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2023 (the “Prior 8-K”), Crixus BH3 Acquisition Company (the “Company”), Crixus BH3 Sponsor LLC (the “Sponsor”) and Focus Impact BHAC Sponsor, LLC (the “New Sponsor”) intended to enter into non-redemption agreements (the “Non-Redemption Agreements”) with certain stockholders of the Company pursuant to which, if such stockholders do not redeem (or validly rescind any redemption requests on) their shares of Class A common stock, par value $0.0001 per share (“Class A common stock”, together with Class B common stock (as defined below), the “Common Stock”) (the “Non-Redeemed Shares”) in connection with the special meeting of stockholders held on October 6, 2023 (the “Special Meeting”), the New Sponsor will agree to transfer to such investors shares of Common Stock held by the New Sponsor immediately following the consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting. A form of the Non-Redemption Agreement was attached as Exhibit 10.1 to the Prior 8-K.
As of the date hereof, the Company, the Sponsor and the New Sponsor entered into Non-Redemption Agreements on substantially the same terms with certain stockholders of the Company, pursuant to which such stockholders agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,946,794 Non-Redeemed Shares in connection with the Special Meeting. In exchange for the foregoing commitments not to redeem such shares of Class A common stock, the New Sponsor agreed to transfer an aggregate of 389,359 shares of Common Stock held by the New Sponsor to such stockholders immediately following consummation of an initial business combination if they continued to hold such Non-Redeemed Shares through the Special Meeting. The Non-Redemption Agreements increased the amount of funds that remain in the Company’s trust account following the Special Meeting.
The foregoing description is qualified in its entirety by reference to the Form of Non-Redemption Agreement attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As approved by its stockholders at the Special Meeting, the Company filed an amendment to the Company’s amended and restated certificate of incorporation (as amended by the Certificate of Amendment filed with the Delaware Secretary of State on December 7, 2022, the “Charter”) with the Delaware Secretary of State on October 6, 2023 (the “Certificate of Amendment”), which (i) further extended the period of time by which the Company has to consummate an initial business combination to July 31, 2024 (the “Charter Amendment”) and (ii) provided for the right of a holder of shares of Class B common stock, par value $0.0001 per share (“Class B common stock”) to convert its 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 (the “Founder Share Amendment”).
The foregoing description is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 6, 2023, the Company held the Special Meeting. On August 25, 2023, the record date for the Special Meeting, there were 5,012,592 shares of Class A common stock and 5,750,000 shares of Class B common stock entitled to be voted at the Special Meeting. At the Special Meeting, 8,785,194 shares of Class A common stock and Class B common stock, voting together as a class, of the Company or 81.627% of the shares entitled to vote at the Special Meeting were represented in person or by proxy, and 4,674,242 shares of Class B common stock of the Company or 81.291% of the shares entitled to vote at the Special Meeting for purposes of considering and voting on the proposal regarding the Founder Share Amendemnt were represented in person or by proxy.
| 1. | Charter Amendment |
Stockholders approved the proposal to amend the Charter, extending the date by which it has to complete a business combination to July 31, 2024. Adoption of the amendment required approval by the affirmative vote of at least a majority of the outstanding shares of Common Stock. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 8,446,952 | 338,242 | 0 | — |
| 2. | Founder Share Amendment |
Stockholders approved the proposal to amend the Charter, giving holders of Class B common stock 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. Adoption of the amendment required approval by the affirmative vote of at least a majority of the (x) outstanding shares of Common Stock and (y) outstanding shares of Class B common stock. The voting results were as follows:
Number of Shares of Common Stock
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 8,243,135 | 103 | 0 | 541,956 |
Number of Shares of Class B Common Stock
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 4,674,242 | 0 | 0 | — |
The Company had solicited proxies in favor an adjournment proposal which would have given the Company authority to adjourn the Special Meeting to solicit additional proxies. As there were sufficient shares voted in favor of all of the proposals, this proposal was not voted upon at the Special Meeting.
| Item 7.01. | Regulation FD Disclosure. |
In connection with the stockholders’ vote at the Special Meeting, 2,700,563 shares were tendered for redemption. After giving effect to the foregoing redemptions, the Company expects to have approximately $24.6 million remaining in the trust account.
In addition, on October 6, 2023, upon the adoption of the Founder Share Amendment, the Sponsor converted 3,000,000 of their shares of Class B common stock into shares of Class A common stock. Such converted shares of Class A common stock are not entitled to receive funds from the trust account through redemptions or otherwise and will remain subject to the existing transfer restrictions. After giving effect to the redemptions and the conversion, the Company expects to have 5,312,029 shares of Class A common stock and 2,750,000 shares of Class B Common Stock outstanding.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 3.1 | Amendment to the Amended and Restated Certificate of Incorporation of Crixus BH3 Acquisition Company dated October 6, 2023. | |
| 10.1 | Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2023). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 6, 2023
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CRIXUS BH3 ACQUISITION COMPANY
Crixus BH3 Acquisition Company (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
1. The Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended by deleting the text of Section 4.3(b)(i) of Article IV thereof in its entirety and inserting the following in lieu thereof:
“(i) Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) (A) at any time and from time to time at the option of the holder thereof and (B) automatically upon the closing of the Business Combination.”
2. The Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended by deleting the text of Section 9.2(d) of Article IX thereof in its entirety and inserting the following in lieu thereof:
“In the event that the Corporation has not consummated an initial Business Combination by July 31, 2024 (the ‘Termination Date’), the Corporation shall (i) cease all operations except for the porpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Offering 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 not previously released to the Corporation to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law.”
3. The foregoing amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged this 6th day of October, 2023.
| CRIXUS BH3 ACQUISITION COMPANY | ||
| By: | /s/ Gregory Freedman | |
| Name: | Gregory Freedman | |
| Title: | Co-Chief Executive Officer and Chief Financial Officer | |
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