0000950170-23-059665.txt : 20231106 0000950170-23-059665.hdr.sgml : 20231106 20231106203128 ACCESSION NUMBER: 0000950170-23-059665 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231102 FILED AS OF DATE: 20231106 DATE AS OF CHANGE: 20231106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crixus BH3 Sponsor, LLC CENTRAL INDEX KEY: 0001851602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40868 FILM NUMBER: 231381278 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 NAME: FORMER CONFORMED NAME: BH3 Sponsor LLC DATE OF NAME CHANGE: 20210316 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: 231381276 MAIL ADDRESS: STREET 1: 819 NE 2ND AVENUE, SUITE 500 STREET 2: C/O BH3 MANAGEMENT CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lebensohn Daniel CENTRAL INDEX KEY: 0001863939 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40868 FILM NUMBER: 231381277 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: Focus Impact 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: 1345 AVENUE OF THE AMERICAS, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-213-0243 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: Crixus BH3 Acquisition Co DATE OF NAME CHANGE: 20210910 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 2023-11-02 0001851612 Focus Impact BH3 Acquisition Co BHAC 0001851602 Crixus BH3 Sponsor, LLC 819 NE 2ND AVENUE; SUITE 500 FORT LAUDERDALE FL 33304 true false true false 0001863939 Lebensohn Daniel C/O CRIXUS BH3 ACQUISITION CO 819 NE 2ND AVENUE; SUITE 500 FORT LAUDERDALE FL 33304 true false true false 0001863953 Freedman Gregory C/O CRIXUS BH3 ACQUISITION CO 819 NE 2ND AVENUE; SUITE 500 FORT LAUDERDALE FL 33304 false false true false false Class A Common Stock 2023-11-02 4 S false 2200940 D 799060 D Class B Common Stock 2023-11-02 4 S false 578191 D Class A Common Stock 578191 561051 D On September 27, 2023, the Issuer, Crixus BH3 Sponsor LLC (the "Sponsor") and Focus Impact BHAC Sponsor (the "New Sponsor") entered into a Purchase Agreement, pursuant to which the New Sponsor agreed to purchase an aggregate of 3,746,303 shares of common stock and 4,160,000 private placement warrants from the Sponsor and each of its anchor investors for an aggregate purchase price of $16,288.27. This Form 4 reflects the Sponsor's transfer of 2,200,940 shares of Class A Common Stock and 578,191 shares of Class B Common Stock to the New Sponsor. The securities are held directly by the Sponsor and excludes 2,240,000 shares of Class A Common Stock underlying 2,240,000 private placement warrants of the Issuer. The Sponsor is controlled by BH3 Management LLC, an entity owned and controlled indirectly by Daniel Lebensohn and Gregory Freedman. Each of Messrs. Lebensohn and Freedman 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. Mr. Lebensohn and Mr. Freedman 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). /s/ Brian J. Gavsie, Attorney-in-Fact for Crixus BH3 Sponsor LLC 2023-11-06 /s/ Brian J. Gavsie, Attorney-in-Fact for Daniel Lebensohn 2023-11-06 /s/ Brian J. Gavsie, Attorney-in-Fact for Gregory Freedman 2023-11-06