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, on September 27, 2023, Crixus BH3 Acquisition Company (the “Company”), Crixus BH3 Sponsor LLC (the “Sponsor”) and Focus Impact BHAC Sponsor, LLC (the “New Sponsor”) entered into a Purchase Agreement pursuant to which, subject to satisfaction of certain conditions, the New Sponsor (i) has agreed to purchase an aggregate of 3,746,303 shares of common stock, from the Sponsor and each of the Company’s anchor investors and 4,160,000 private placement warrants from the Sponsor for an aggregate purchase price of $16,288.27 and (ii) will become the sponsor of the Company (the “Purchase”). The parties are actively working towards the closing of the transactions contemplated thereby, and have agreed to extend the outside termination date to November 2, 2023. There can be no assurance that the conditions to the consummation of the Purchase will be satisfied or that the Purchase will be consummated.
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 31, 2023