SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO
RULE 13d-2(a)
(Amendment No. ___)*
Charge Enterprises, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
159610104
(CUSIP Number)
Arena Investors, LP
2500 Westchester Ave., Suite 401
Purchase, NY 10577
Attention: Lawrence Cutler
Telephone: (212) 612-3205
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 21, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box x.
Note. Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the
Notes.)
CUSIP No. 159610104
| 1. | Names of Reporting Persons |
Arena Investors, LP
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
AF, OO
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) |
¨
| 6. | Citizenship or Place of Organization |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
7. SOLE VOTING POWER |
21,574,039 |
8. SHARED VOTING POWER |
0 |
9. SOLE DISPOSITIVE POWER |
21,574,039 |
10. SHARED DISPOSITIVE POWER |
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
21,574,0391
| 12. | Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) |
9.99%1
| 14. | Type of Reporting Person (See Instructions) |
PN
1
This information is given as of the close of business on August 18, 2023, the business day prior to the filing date of this Schedule
13D, and gives effect to beneficial ownership limitations contained in the Issuer’s derivative securities as described in Item
5 hereof.
CUSIP No. 159610104
| 1. | Names of Reporting Persons |
Arena Investors GP, LLC
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
AF, OO
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) |
¨
| 6. | Citizenship or Place of Organization |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
7. SOLE VOTING POWER |
21,574,039 |
8. SHARED VOTING POWER |
0 |
9. SOLE DISPOSITIVE POWER |
21,574,039 |
10. SHARED DISPOSITIVE POWER |
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
21,574,0391
| 12. | Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) |
9.99%1
| 14. | Type of Reporting Person (See Instructions) |
OO
CUSIP No. 159610104
| 1. | Names of Reporting Persons |
Arena Finance Markets, LP
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
WC
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) |
¨
| 6. | Citizenship or Place of Organization |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
7. SOLE VOTING POWER |
1,870,736 |
8. SHARED VOTING POWER |
0 |
9. SOLE DISPOSITIVE POWER |
1,870,736 |
10. SHARED DISPOSITIVE POWER |
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
1,870,7361
| 12. | Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) |
0.9%1
| 14. | Type of Reporting Person (See Instructions) |
PN
CUSIP No. 159610104
| 1. | Names of Reporting Persons |
Arena Finance Markets GP, LLC
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) ¨
(b) x
AF
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) |
¨
| 6. | Citizenship or Place of Organization |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
7. SOLE VOTING POWER |
1,870,736 |
8. SHARED VOTING POWER |
0 |
9. SOLE DISPOSITIVE POWER |
1,870,736 |
10. SHARED DISPOSITIVE POWER |
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
1,870,7361
| 12. | Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) |
0.9%1
| 14. | Type of Reporting Person (See Instructions) |
OO
CUSIP No. 159610104
| 1. | Names of Reporting Persons |
Arena Special Opportunities Fund LP
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
WC
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) |
¨
| 6. | Citizenship or Place of Organization |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
7. SOLE VOTING POWER |
4,828,508 |
8. SHARED VOTING POWER |
0 |
9. SOLE DISPOSITIVE POWER |
4,828,508 |
10. SHARED DISPOSITIVE POWER |
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
4,828,5081
| 12. | Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) |
2.2%1
| 14. | Type of Reporting Person (See Instructions) |
PN
CUSIP No. 159610104
| 1. | Names of Reporting Persons |
Arena Special Opportunities Fund (Onshore) GP,
LLC
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) ¨
(b) x
AF
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) |
¨
| 6. | Citizenship or Place of Organization |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
7. SOLE VOTING POWER |
4,828,508 |
8. SHARED VOTING POWER |
0 |
9. SOLE DISPOSITIVE POWER |
4,828,508 |
10. SHARED DISPOSITIVE POWER |
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
4,828,5081
| 12. | Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) |
2.2%1
| 14. | Type of Reporting Person (See Instructions) |
OO
CUSIP No. 159610104
| 1. | Names of Reporting Persons |
Arena Special Opportunities Partners I, LP
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) ¨
(b) x
WC
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) |
¨
| 6. | Citizenship or Place of Organization |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
7. SOLE VOTING POWER |
7,134,587 |
8. SHARED VOTING POWER |
0 |
9. SOLE DISPOSITIVE POWER |
7,134,587 |
10. SHARED DISPOSITIVE POWER |
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
7,134,5871
| 12. | Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) |
3.3%1
| 14. | Type of Reporting Person (See Instructions) |
PN
CUSIP No. 159610104
| 1. | Names of Reporting Persons |
Arena Special Opportunities Partners (Onshore)
GP, LLC
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
AF
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) |
¨
| 6. | Citizenship or Place of Organization |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
7. SOLE VOTING POWER |
7,134,587 |
8. SHARED VOTING POWER |
0 |
9. SOLE DISPOSITIVE POWER |
7,134,587 |
10. SHARED DISPOSITIVE POWER |
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
7,134,5871
| 12. | Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) |
3.3%1
| 14. | Type of Reporting Person (See Instructions) |
OO
CUSIP No. 159610104
| 1. | Names of Reporting Persons |
Arena Structured Private Investments (Cayman),
LLC
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
WC
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) |
¨
| 6. | Citizenship or Place of Organization |
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
7. SOLE VOTING POWER |
971,811 |
8. SHARED VOTING POWER |
0 |
9. SOLE DISPOSITIVE POWER |
971,811 |
10. SHARED DISPOSITIVE POWER |
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
971,8111
| 12. | Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) |
0.5%1
| 14. | Type of Reporting Person (See Instructions) |
OO
| ITEM 1. | Security and Issuer. |
The class of equity securities
to which this Statement on Schedule 13D (this “Statement” or this “Schedule 13D”) relates is
the Common Stock, $0.0001 par value per share (the “Common Stock”), of Charge Enterprises, Inc. (the “Issuer”),
with its principal executive offices located at 125 Park Avenue, 25th Floor, New York, NY 10017.
| ITEM 2. | Identity and Background. |
(a)-(c) and (f) This Schedule 13D is
filed by the following (the “Reporting Persons”):
| (i) | Arena Investors, LP (the “Investment Manager”), who serves as investment manager to the Funds (defined below); |
| (ii) | Arena Investors GP, LLC, who serves as the general partner of the Investment Manager (the “IM General Partner”); |
| (iii) | Arena Finance Markets, LP (“AFM”); |
| (iv) | Arena Finance Markets GP, LLC, who serves as the general partner of AFM (the “AFM General Partner”); |
| (v) | Arena Special Opportunities Fund, LP (“ASOF”); |
| (vi) | Arena Special Opportunities Fund (Onshore) GP, LLC, who serves as the general partner of ASOF (the “ASOF General Partner”); |
| (vii) | Arena Special Opportunities Partners I, LP (“ASOPI”); |
| (viii) | Arena Special Opportunities Partners (Onshore) GP, LLC, who serves as the general partner of ASOPI (the “ASOPI General Partner”,
and together with the IM General Partner, the AFM General Partner and the ASOF General Partner, the “General Partners”);
and |
| (ix) | Arena Structured Private Investments (Cayman), LLC (“ASPI”, and together with AFM, ASOF and ASOPI, the “Funds”). |
The Funds are private investment vehicles. The Funds and
a separately managed account managed by the Investment Manager (the “SMA”) directly beneficially own the Common Stock
(as defined below) reported in this Schedule 13D.
The Investment Manager may be deemed to beneficially own
the Common Stock beneficially owned by the Funds and the SMA.
The IM General Partner may be deemed to beneficially own
the Common Stock beneficially owned by the Investment Manager.
The AFM General Partner may be deemed to beneficially own
the Common Stock beneficially owned by AFM.
The ASOF General Partner may be deemed to beneficially own
the Common Stock beneficially owned by ASOF.
The ASOPI General Partner may be deemed to beneficially own
the Common Stock beneficially owned by ASOPI.
Each Reporting Person disclaims beneficial ownership with
respect to any Common Stock other than the Common Stock directly beneficially owned by such Reporting Person.
The principal business of
each Fund is that of a private investment vehicle engaged in investing and trading in securities and financial instruments for its own
account. The principal business of the Investment Manager is providing investment management services to the Funds and the SMA. The principal
business of each General Partner is being the general partner of the Investment Manager or the applicable Fund, as applicable. The principal
business address of the Reporting Persons is 2500 Westchester Ave., Suite 401, Purchase, NY 10577.
(d)–(e) During the
last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
| ITEM 3. | Source and Amount of Funds or Other Consideration |
The source and amount of funds
including commissions used by the Reporting Persons in making their purchases of the shares of Common Stock beneficially owned by them
are set forth below:
REPORTING PERSON | |
SOURCE OF FUNDS | |
AMOUNT OF FUNDS |
AFM | |
Working Capital | |
$763,825.20 |
ASOF | |
Working Capital | |
$5,763,660.57 |
ASOPI | |
Working Capital | |
$24,930,221.93 |
ASPI | |
Working Capital | |
$3,000,000.00 |
Investment Manager (for SMA) | |
Working Capital of SMA | |
$8,212,292.30 |
One or more of the Reporting Persons may effect
purchases of securities through margin accounts which may extend margin credit to the Reporting Persons as and when required to open or
carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and brokers’ credit
policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances
in the accounts.
| ITEM 4. | Purpose of Transaction. |
The Funds acquired the shares
of Common Stock beneficially owned by them in the belief that such securities were an attractive investment.
On August 21, 2023, the Investment
Manager sent a letter to the board of directors of the Issuer, a copy of which is attached hereto as Exhibit 2, and issued a press release
regarding the same, a copy of which is attached hereto as Exhibit 3.
The Reporting Persons may
have discussions with the Issuer’s management and members of the board of directors of the Issuer, and other stockholders of the
Issuer, regarding the Issuer’s business, strategies and operations.
Except as set forth in this
Schedule 13D, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve
the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities
at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities (including without limitation
plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D), to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or
other factors.
| ITEM 5. | Interest in Securities of the Issuer. |
(a) As
of the end of business on August 18, 2023, which is the business day before the filing date of this Schedule 13D, the Reporting Persons
beneficially own:
| (i) | AFM directly beneficially owns 1,870,736 shares of Common Stock (inclusive of 971,811 shares of Common
Stock underlying derivative securities), representing 0.9% of all of the outstanding shares of Common Stock. |
| (ii) | ASOF directly beneficially owns 4,828,508 shares of Common Stock (inclusive of 971,811 shares of Common
Stock underlying derivative securities), representing 2.2% of all of the outstanding shares of Common Stock. |
| (iii) | ASOPI directly beneficially owns 7,134,587 shares of Common Stock (inclusive of 971,811 shares of Common
Stock underlying derivative securities), representing 3.3% of all of the outstanding shares of Common Stock. |
| (iv) | ASPI directly beneficially owns 971,811 shares of Common Stock (inclusive of 971,811 shares of Common
Stock underlying derivative securities), representing 0.5% of all of the outstanding shares of Common Stock. |
| (v) | The Investment Manager, as the investment manager of the Funds and the SMA, and the IM General Partner,
as the general partner of the Investment Manager, may be deemed to beneficially own the 21,574,039 shares of Common Stock beneficially
owned by the Funds and the SMA (inclusive of 971,811 shares of Common Stock underlying derivative securities), representing 9.99% of all
of the outstanding shares of Common Stock. |
| (vi) | The AFM General Partner, as the general partner of AFM, may be deemed to beneficially own the 1,870,736
shares of Common Stock beneficially owned by AFM, representing 0.9% of all of the outstanding shares of Common Stock. |
| (vii) | The ASOF General Partner, as the general partner of ASOF, may be deemed to beneficially own the 4,828,508
shares of Common Stock beneficially owned by ASOF, representing 2.2% of all of the outstanding shares of Common Stock. |
| (viii) | The ASOPI General Partner, as the general partner of ASOPI, may be deemed to beneficially own the 7,134,587
shares of Common Stock beneficially owned by ASOPI, representing 3.3% of all of the outstanding shares of Common Stock. |
Each Reporting Person disclaims
beneficial ownership of any shares of Common Stock other than the shares beneficially owned directly by such Reporting Person.
The foregoing beneficial ownership
amounts and percentages give effect to provisions in the Issuer’s derivative securities that limit beneficial ownership of the Reporting
Persons to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of
Common Stock issuable upon exercise of the derivative security (the “Beneficial Ownership Limitation”). The Reporting
Persons, upon notice to the Issuer, may increase or decrease the Beneficial Ownership Limitation, provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% (or 19.99% in the case of the Series D Preferred Stock and the Series E Preferred Stock) of the number
of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the
derivative securities held by the Reporting Persons. Any increase in the Beneficial Ownership Limitation will not be effective until the
61st day after such notice is delivered to the Issuer. See Exhibits 4 through 8 hereto for a complete description of the Beneficial Ownership
Limitations contained in the Issuer’s applicable derivative securities.
The percentage ownership of
each Reporting Person is based on 212,899,281 shares of Common Stock outstanding as of June 30, 2023, and an additional 2,085,253 shares
of Common Stock issued on August 1, 2023 pursuant to that certain Unit Purchase Agreement, dated as of August 1, 2023, by and among the
Issuer, Nextridge, Inc., Greenspeed Energy Solutions, L.L.C., and the seller thereto, all as reported by the Issuer in its Form S-3 filed
with the SEC on August 15, 2023.
(b) AFM
has, and each of the Investment Manager and the AFM General Partner may be deemed to have, the power to vote or direct the vote of and
to dispose or direct the disposition of 1,870,736 shares of Common Stock reported herein. ASOF has, and each of the Investment Manager
and the ASOF General Partner may be deemed to have, the power to vote or direct the vote of and to dispose or direct the disposition of
4,828,508 shares of Common Stock reported herein. ASOPI has, and each of the Investment Manager and the ASOPI General Partner may be deemed
to have, the power to vote or direct the vote of and to dispose or direct the disposition of 7,134,587 shares of Common Stock reported
herein. ASPI has, and the Investment Manager may be deemed to have, the power to vote or direct the vote of and to dispose or direct the
disposition of 971,811 shares of Common Stock reported herein.
(c) No
transactions in the Common Stock have been effected by the Reporting Persons in the last sixty (60) days.
(d) Not
applicable.
(e) Not
applicable.
| ITEM 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
See Items 5 and 7.
| ITEM 7. | Material to be Filed as Exhibits. |
Exhibit No. |
Document |
|
|
1. |
Joint Filing Agreement |
|
|
2. |
Letter dated August 21, 2023 from the Investment Manager to the board of directors of the Issuer |
|
|
3. |
Press Release issued by the Investment Manager on August 21, 2023 |
|
|
4. |
Form of Warrant issued to the May 2021 Investors (Incorporated by reference to Exhibit 4.8 to the Issuer’s Form S-1/A as filed on June 11, 2021) |
|
|
5. |
Form of Common Stock Purchase Warrant, dated December 17, 2021 (Incorporated by referenced to Exhibit 4.1 to the Issuer’s Form 8-K as filed on December 23, 2021) |
|
|
6. |
Amended and Restated Certificate of Designations of the Series C Preferred Stock, filed on February 25, 2022 (Incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K as filed on March 3, 2022) |
|
|
7. |
Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock filed on June 30, 2022 (Incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K as filed on July 7, 2022) |
|
|
8. |
Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock filed on March 27, 2023 (Incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K as filed on March 31, 2023) |
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete
and correct.
Dated: August 21, 2023
Arena Investors, LP
Arena Investors GP, LLC
Arena Finance Markets, LP
Arena Finance Markets GP, LLC
Arena Special Opportunities Fund LP
Arena Special Opportunities Fund (Onshore) GP, LLC
Arena Special Opportunities Partners I, LP
Arena Special Opportunities Partners (Onshore) GP, LLC
Arena Structured Private Investments (Cayman), LLC
Name: Lawrence Cutler
Title: Authorized Signatory
EXHIBIT INDEX
Exhibit No. |
Document |
|
|
1. |
Joint Filing Agreement |
|
|
2. |
Letter dated August 21, 2023 from the Investment Manager to the board of directors of the Issuer |
|
|
3. |
Press Release issued by the Investment Manager on August 21, 2023 |
|
|
4. |
Form of Warrant issued to the May 2021 Investors (Incorporated by reference to Exhibit 4.8 to the Issuer’s Form S-1/A as filed on June 11, 2021) |
|
|
5. |
Form of Common Stock Purchase Warrant, dated December 17, 2021 (Incorporated by referenced to Exhibit 4.1 to the Issuer’s Form 8-K as filed on December 23, 2021) |
|
|
6. |
Amended and Restated Certificate of Designations of the Series C Preferred Stock, filed on February 25, 2022 (Incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K as filed on March 3, 2022) |
|
|
7. |
Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock filed on June 30, 2022 (Incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K as filed on July 7, 2022) |
|
|
8. |
Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock filed on March 27, 2023 (Incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K as filed on March 31, 2023) |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule
13D (including amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of Charge Enterprises, Inc., and further
agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute
this Agreement.
Dated: August 21, 2023
Arena Investors, LP
Arena Investors GP, LLC
Arena Finance Markets, LP
Arena Finance Markets GP, LLC
Arena Special Opportunities Fund LP
Arena Special Opportunities Fund (Onshore) GP, LLC
Arena Special Opportunities Partners I, LP
Arena Special Opportunities Partners (Onshore) GP, LLC
Arena Structured Private Investments (Cayman), LLC
Name: Lawrence Cutler
Title: Authorized Signatory
Exhibit 2
August 21, 2023
Board of Directors
Charge Enterprises, Inc.
125 Park Avenue, 25th Floor
New York, NY 10017
Dear Members of the Board of Directors,
As conveyed to you in our letter, dated February
28, 2023 (the “February 28th Letter”), we are again writing to you on behalf of Arena Investors, LP and its affiliates
(“Arena” or “we”) to reiterate the urgent need for Charge Enterprises, Inc. (“Charge” or the “Company”)
to take decisive actions in addressing the significant underperformance of Charge’s stock.
Arena is a global institutional asset manager
that provides creative solutions for those seeking capital who cannot be served by conventional institutions, and we and/or investment
funds managed by us are the beneficial owners of approximately 9.99% of the outstanding common stock of Charge and the beneficial owners
of other securities, which, upon 61 days’ notice, are convertible into an additional 10% of the outstanding common stock of Charge.
As noted in the February 28th Letter and recent discussions with certain members of your corporate executive management team
(“Management”) and board of directors (the “Board”), this is a significant investment for us, and we, as one of
Charge’s most enthusiastic shareholders, would like to see the Company significantly enhance value for the benefit of all shareholders
through strong leadership, a well-balanced board, a sound financial basis, a clear strategy and efficient execution. We are extremely
disappointed that our recent discussions with Management have not led to any meaningful actions on your part to advance these objectives.
Given your failure to take the time-sensitive and critical steps necessary to reverse the current trend of poor performance and establish
Charge as a leader among its peers in the market, we are compelled to disclose this letter to your other shareholders.
As noted, despite the quality of Charge’s
business and the magnitude of its growth opportunity, Charge’s shares have declined approximately 78% in the past year. We believe
the significant underperformance of Charge’s stock reflects shareholder frustration with the lack of accountability of both certain
members of Management and the Board with respect to their failure to leverage the Company’s potential for profitable growth. Management
and the Board appear unwilling or unable to take necessary actions to achieve that growth, and instead continue to oversee a declining
share price.
In our view, the Company’s underperformance
can be attributed to multiple factors, many of which we have discussed, such as the lack of leadership and public company experience of
Management, failure to fully integrate and support separate and discrete business units, the inability to deliver a clear and concise
go to market strategy, and failure to achieve profitability.
We reiterate our belief that clear steps can and
should be taken to ameliorate such underperformance. However, in order to take those steps, the Company needs better strategic direction
and significantly improved leadership and corporate governance. We are deeply concerned that both Management and the Board are unable
to deliver on the Company’s potential for profitable growth in light of the clear gaps in skillset, including the lack of sufficient
expertise in certain core areas such as corporate governance, finance, operations, marketing, and capital markets. We believe the recent
delay in reporting quarterly earnings underscores these skillset gaps.
In addition, we believe that Charge’s inability
to recruit additional top talent to enhance the members of its executive business unit leadership teams is one of the key issues that
Charge faces today. From our experiences with other companies, we know that poor recruitment and retention can become a significant bottleneck
to future growth if it is not addressed quickly. It is essential that Management and the Board do not create obstacles to future growth.
To that end, we request, among other items, that the Board carefully consider the skillset of Management and its directors and potential
ways to improve its talent acquisition strategy.
We are also deeply concerned that the Company
has joined the ever-decreasing number of companies that have staggered their boards, which is inconsistent with modern trends in corporate
governance. We believe that the Board should be fully accountable to the shareholders of the Company, which accountability is best served
by annual elections of the entire Board. To that end, we request that the Board take the requisite steps to eliminate the “staggered
board” feature provided for in the Company’s charter and to require that all directors be elected annually. We strongly urge
the Board to take such steps promptly.
We believe that addressing our concerns will send
Charge on a far stronger trajectory than the status quo and now is the time to act. We have helped companies improve their capital allocation,
operating efficiency, and ultimately shareholder returns while working behind the scenes across various industries. The fact that this
is the first public letter we have ever been compelled to write should be cause for serious reflection and concern on the part of the
entire Board.
Certain of our shares were recently included in
a resale registration statement filed by Charge to fulfill Charge’s contractual obligation. However, as you may have learned from
our extensive engagement with you, we remain a committed long-term investor in the Company. Our strong preference is to work with Charge
collaboratively regarding our ideas and we request a meeting with Board representatives in that regard.
We urge you to consider our suggestions. We look
forward to hearing from you and seeing you take necessary actions promptly.
Sincerely,
/s/ Lawrence Cutler
Lawrence Cutler
Arena Investors, LP
www.arenaco.com
Exhibit 3
Arena Investors Sends Letter to Board of Directors
of Charge Enterprises
Large shareholder urges Charge to take immediate
action to address significant underperformance
Believes enhanced strategic direction, leadership
and governance will position Charge for substantial value creation to benefit all stakeholders
Charge stands to benefit from immense need for
EV charging infrastructure, but change is needed to capitalize on this opportunity
New York, NY, August 21, 2023 - Arena Investors, LP (and its affiliates,
collectively, “Arena”), an institutional asset manager that, together with investment funds managed by it, is one of the largest
beneficial owners of Charge Enterprises, Inc. (NASDAQ:CRGE) (“Charge”), today sent a letter to the Board of Directors of Charge.
The purpose of the letter is to urge the Board of Directors of Charge to take clear steps towards improving Charge’s current corporate
management and operations, with the goal of remedying Charge’s dramatic underperformance, including an approximately 78% decline
in Charge’s stock price in the past year.
Arena is confident that, with better strategic direction and significantly
improved leadership and corporate governance, the company can deliver strong profitability and growth while driving much needed expansion
in electric vehicle charging infrastructure, delivering value for shareholders and benefits for customers, drivers and the environment.
However, the current Board of Directors and management of Charge have
failed to take immediate actions to address these issues despite Arena’s multiple attempts to engage on these matters constructively
and privately over the past six months. Disappointingly, they appear to be a roadblock to the much needed changes that are required for
Charge to reverse its disturbing trend of poor operational execution and stock performance.
Arena and/or investment funds managed by it are the beneficial owners
of approximately 9.99% of the outstanding common stock of Charge and the beneficial owner of other securities, which, upon 61 days’
notice, are convertible into an additional 10% of the outstanding common stock of Charge. Certain of Arena’s shares were recently
included in a resale registration statement filed by Charge to fulfill Charge’s contractual obligation. However, Arena remains a
committed long term investor in Charge.
August 21, 2023
Board of Directors
Charge Enterprises, Inc.
125 Park Avenue, 25th Floor
New York, NY 10017
Dear Members of the Board of Directors,
As conveyed to you in our letter, dated February
28, 2023 (the “February 28th Letter”), we are again writing to you on behalf of Arena Investors, LP and its affiliates
(“Arena” or “we”) to reiterate the urgent need for Charge Enterprises, Inc. (“Charge” or the “Company”)
to take decisive actions in addressing the significant underperformance of Charge’s stock.
Arena is a global institutional asset manager
that provides creative solutions for those seeking capital who cannot be served by conventional institutions, and we and/or investment
funds managed by us are the beneficial owners of approximately 9.99% of the outstanding common stock of Charge and the beneficial owners
of other securities, which, upon 61 days’ notice, are convertible into an additional 10% of the outstanding common stock of Charge.
As noted in the February 28th Letter and recent discussions with certain members of your corporate executive management team
(“Management”) and board of directors (the “Board”), this is a significant investment for us, and we, as one of
Charge’s most enthusiastic shareholders, would like to see the Company significantly enhance value for the benefit of all shareholders
through strong leadership, a well-balanced board, a sound financial basis, a clear strategy and efficient execution. We are extremely
disappointed that our recent discussions with Management have not led to any meaningful actions on your part to advance these objectives.
Given your failure to take the time-sensitive and critical steps necessary to reverse the current trend of poor performance and establish
Charge as a leader among its peers in the market, we are compelled to disclose this letter to your other shareholders.
As noted, despite the quality of Charge’s
business and the magnitude of its growth opportunity, Charge’s shares have declined approximately 78% in the past year. We believe
the significant underperformance of Charge’s stock reflects shareholder frustration with the lack of accountability of both certain
members of Management and the Board with respect to their failure to leverage the Company’s potential for profitable growth. Management
and the Board appear unwilling or unable to take necessary actions to achieve that growth, and instead continue to oversee a declining
share price.
In our view, the Company’s underperformance
can be attributed to multiple factors, many of which we have discussed, such as the lack of leadership and public company experience of
Management, failure to fully integrate and support separate and discrete business units, the inability to deliver a clear and concise
go to market strategy, and failure to achieve profitability.
We reiterate our belief that clear steps can and
should be taken to ameliorate such underperformance. However, in order to take those steps, the Company needs better strategic direction
and significantly improved leadership and corporate governance. We are deeply concerned that both Management and the Board are unable
to deliver on the Company’s potential for profitable growth in light of the clear gaps in skillset, including the lack of sufficient
expertise in certain core areas such as corporate governance, finance, operations, marketing, and capital markets. We believe the recent
delay in reporting quarterly earnings underscores these skillset gaps.
In addition, we believe that Charge’s inability
to recruit additional top talent to enhance the members of its executive business unit leadership teams is one of the key issues that
Charge faces today. From our experiences with other companies, we know that poor recruitment and retention can become a significant bottleneck
to future growth if it is not addressed quickly. It is essential that Management and the Board do not create obstacles to future growth.
To that end, we request, among other items, that the Board carefully consider the skillset of Management and its directors and potential
ways to improve its talent acquisition strategy.
We are also deeply concerned that the Company
has joined the ever-decreasing number of companies that have staggered their boards, which is inconsistent with modern trends in corporate
governance. We believe that the Board should be fully accountable to the shareholders of the Company, which accountability is best served
by annual elections of the entire Board. To that end, we request that the Board take the requisite steps to eliminate the “staggered
board” feature provided for in the Company’s charter and to require that all directors be elected annually. We strongly urge
the Board to take such steps promptly.
We believe that addressing our concerns will send
Charge on a far stronger trajectory than the status quo and now is the time to act. We have helped companies improve their capital allocation,
operating efficiency, and ultimately shareholder returns while working behind the scenes across various industries. The fact that this
is the first public letter we have ever been compelled to write should be cause for serious reflection and concern on the part of the
entire Board.
Certain of our shares were recently included in
a resale registration statement filed by Charge to fulfill Charge’s contractual obligation. However, as you may have learned from
our extensive engagement with you, we remain a committed long-term investor in the Company. Our strong preference is to work with Charge
collaboratively regarding our ideas and we request a meeting with Board representatives in that regard.
We urge you to consider our suggestions. We look
forward to hearing from you and seeing you take necessary actions promptly.
Sincerely,
/s/ Lawrence Cutler
Lawrence Cutler
Arena Investors, LP
www.arenaco.com
About Arena Investors, LP
Arena Investors, LP is an institutional asset manager founded in
partnership with The Westaim Corporation (TSXV: WED). With $3.5 billion of assets under management as of December 31, 2022, and a
team of over 100 employees in offices globally, Arena provides creative solutions for those seeking capital in special situations.
The firm brings individuals with decades of experience, a track record of comfort with complexity, the ability to deliver within
time constraints, and the flexibility to engage in transactions that cannot be addressed by banks and other conventional financial
institutions. See www.arenaco.com for more information.
Media Contact
Prosek Partners
Josh Clarkson / Lindsay Jablonski
pro-arena@prosek.com
Charge Enterprises (NASDAQ:CRGE)
Historical Stock Chart
From Aug 2024 to Sep 2024
Charge Enterprises (NASDAQ:CRGE)
Historical Stock Chart
From Sep 2023 to Sep 2024