Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 30, 2023

Crixus BH3 Acquisition Company

(Exact name of registrant as specified in its charter)


Delaware	001-40868	86-2249068
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

819 NE 2^nd Avenue, Suite 500

Fort Lauderdale, FL

33304

(Address of principal executive offices)

(Zip Code)

(954) 416-3140

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant	BHACU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	BHAC	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	BHACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

Crixus BH3 Acquisition Company (the “Company”) intends to discontinue its pursuit of an initial business combination and liquidate the trust account established for the benefit of its public stockholders. The Company will not proceed with its previously announced special meeting of stockholders that was scheduled to be held on September 20, 2023. Subject to the approval by the Company’s Board of Directors, the Company expects to redeem its Class A common stock as promptly as practicable following (but not more than 10 business days after) September 6, 2023. The Company anticipates that the last day of trading of its Class A common stock and warrants on the Nasdaq Global Market will be on or about September 6, 2023.

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.


CRIXUS BH3 ACQUISITION COMPANY

By:	/S/ GREGORY FREEDMAN
	Name:	Gregory Freedman
	Title:	Co-Chief Executive Officer and Chief Financial Officer

Date: August 30, 2023

Document and Entity Information	Aug. 30, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	Crixus BH3 Acquisition Co
Amendment Flag	false
Entity Central Index Key	0001851612
Document Type	8-K
Document Period End Date	Aug. 30, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-40868
Entity Tax Identification Number	86-2249068
Entity Address, Address Line One	819 NE 2nd Avenue
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33304
City Area Code	(954)
Local Phone Number	416-3140
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Member Units [Member]
Document And Entity Information [Line Items]
Security 12b Title	Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Trading Symbol	BHACU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BHAC
Security Exchange Name	NASDAQ
Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	BHACW
Security Exchange Name	NASDAQ