| 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.