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Filing Details

Accession Number:: 0000950170-23-059665
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-11-06 20:31:28
Reporting Period:: 2023-11-02

Accepted Time:: 2023-11-06 20:31:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1851612	Focus Impact Bh3 Acquisition Co	BHAC	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1851602	Crixus Bh3 Sponsor, Llc	819 Ne 2Nd Avenue; Suite 500 Fort Lauderdale FL 33304	No	No	No	No
1863939	Daniel Lebensohn	C/O Crixus Bh3 Acquisition Co 819 Ne 2Nd Avenue; Suite 500 Fort Lauderdale FL 33304	No	No	No	No
1863953	Gregory Freedman	C/O Crixus Bh3 Acquisition Co 819 Ne 2Nd Avenue; Suite 500 Fort Lauderdale FL 33304	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2023-11-02	2,200,940	$0.00	799,060	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2023-11-02	578,191	$0.00	578,191	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
561,051			No	4	S	Direct

Footnotes

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).