Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, Crixus BH3 Acquisition Company (the "Company") has
called and noticed a special meeting in lieu of the 2022 annual meeting of
stockholders (the "Special Meeting") to be held on December 7, 2022 at 9:00
a.m., local time, at the offices of Greenberg Traurig, P.A., located at 401 East
Las Olas Boulevard, Suite 2000, Fort Lauderdale, FL 33301, to consider and vote
upon the matters described in the Company's definitive proxy statement filed
with the Securities and Exchange Commission on November 10, 2022 (as may be
amended, the "Proxy Statement").
As of November 25, 2022, the Company entered into an agreement ("Agreement")
with each of its "anchor investors" ("Anchor Investors"), representing an
aggregate of 15,238,886 shares of the Company's Class A common stock, par value
$0.0001 per share (the "Class A Common Stock") (approximately 66% of the Class A
Common Stock outstanding on the date hereof) pursuant to which, each of its
Anchor Investors agreed to (i) vote (or cause to be voted) its beneficially
owned shares of Class A Common Stock in favor of the Charter Amendment Proposal
(as defined in the Proxy Statement) and the Trust Amendment Proposal (as defined
in the Proxy Statement) (to the extent that the Charter Amendment Proposal and
the Trust Amendment Proposal are submitted to a vote of stockholders at the
Special Meeting) and (ii) not elect to have the Company redeem (and therefore
not transfer to the Company) more than 60% of its shares of Class A Common Stock
owned by them (provided that, if the number of Shares elected to be redeemed by
such Anchor Investor would cause such Anchor Investor (together with any of its
affiliates) to beneficially own more than 9.99% of the shares of Class A Common
Stock outstanding after giving effect to all redemptions of shares of Class A
Common Stock in connection with the approval of the Charter Amendment Proposal,
the Company will redeem such additional number of the Shares such that such
Anchor Investor will beneficially own 9.99% or less of the shares of Common
Stock outstanding after giving effect to all redemptions of shares of Class A
Common Stock in connection with the approval of the Charter Amendment Proposal)
("Compliance Threshold"). A copy of the form of Agreement is attached as Exhibit
99.1 to this Current Report on Form 8-K (the "Report") and incorporated herein
by reference.
The Company plans to continue to solicit proxies from stockholders during the
period prior to the Special Meeting. Only the holders of the Company's common
stock as of the close of business on October 31, 2022, the record date for the
Meeting, are entitled to vote at the Special Meeting.
Item 8.01. Other Events.
In connection with the Special Meeting, the Proxy Statement provides (among
other things) that (i) in order to be able to consummate an initial business
combination by the New Termination Date (as defined in the Proxy Statement), the
Company believes that it will need between approximately $75.0 million and
$100.0 million to remain in the Trust Account after giving effect to redemption
elections in connection with the approval of the Charter Amendment Proposal
(such minimum, the "Minimum Trust Account Balance") and (ii) if enough public
stockholders elect to have the Company redeem their public shares in connection
with the approval of the Charter Amendment Proposal such that the Company
believes that the Minimum Trust Account Balance will not be achieved after
giving effect to such redemption elections, the Company intends to not submit
the Charter Amendment Proposal and the Trust Amendment Proposal to a vote of the
Company's stockholders at the Special Meeting.
Notwithstanding anything set forth in the Proxy Statement, in order to adhere to
the Compliance Threshold, the Company (i) may accept a Minimum Trust Balance
less than $75.0 million (but not less than $45.0 million) and/or greater than
$100.0 million (but not greater than $135.0 million) (the "Revised Minimum Trust
Account Balance"), (ii) believes that such Revised Minimum Trust Account Balance
would still be sufficient to consummate its initial business combination, and
(iii) currently intends to submit the Charter Amendment Proposal and the Trust
Amendment Proposal to a vote of the Company's stockholders at the Special
Meeting based on the Revised Minimum Trust Account Balance.
Assuming that the Company's Board of Directors ("Board") determines that there
are sufficient assets legally available to effect the redemption, the Charter
Amendment Proposal and the Trust Amendment Proposal are submitted to a vote of
stockholders at the Special Meeting, the Revised Minimum Trust Account Balance
is maintained and the Charter Amendment Proposal is approved at the Special
Meeting, the Company estimates that the per-share pro rata portion of the Trust
Account (as defined in the Proxy Statement) to be used to redeem the public
shares for which a redemption election has been made will be approximately
$10.20, based on the approximate amount of $234.7 million held in the Trust
Account as of November 29, 2022. The closing price of the Class A Common Stock
on November 29, 2022 was $10.08. Accordingly, assuming that the Charter
Amendment Proposal and the Trust Amendment Proposal are submitted to a vote of
the stockholders at the Special Meeting, the Revised Minimum Trust Account
Balance is maintained, the Charter Amendment Proposal is approved at the Special
Meeting and the market price were to remain the same as it was on November 29,
2022, public stockholders electing redemption of their public shares in
connection with the approval of the Charter Amendment Proposal would receive
approximately $0.12 more for each share than if such stockholder sold the
redeemed public shares in the open market (based on the Trust Account balance as
of November 29, 2022). The Company cannot assure stockholders that they will be
able to sell their shares of Class A Common Stock in the open market, even if
the market price per share is higher than the redemption price stated above, as
there may not be sufficient liquidity in the Company's securities when such
stockholders wish to sell their shares.
Forward-Looking Statements
This Report includes forward-looking statements that involve risks and
uncertainties. Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ from the forward-looking statements.
These forward-looking statements and factors that may cause such differences
include, without limitation, uncertainties relating to the Company's stockholder
approval of the Charter Amendment Proposal, the Trust Amendment Proposal and the
other proposals described in the
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Proxy Statement, its inability to complete an initial business combination
within the required time period or, and other risks and uncertainties indicated
from time to time in filings with the SEC, including the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2021 and subsequent
Quarterly Reports for the quarters ended March 3, 2022 and September 30, 2022
under the heading "Risk Factors" and other documents the Company has filed, or
to be filed, with the SEC. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. The
Company expressly disclaims any obligations or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with respect thereto or any
change in events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Charter Amendment Proposal, the Trust Amendment Proposal and the
other proposals described in the Proxy Statement. Investors and security holders
may obtain more detailed information regarding the names, affiliations and
interests of the Company's directors and officers in the definitive proxy
statement dated November 10, 2022, which may be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Charter
Amendment Proposal and the Trust Amendment Proposal. This communication shall
also not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act or an
exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
SEC, because these documents will contain important information about the
Company and the Charter Amendment Proposal and the Trust Amendment Proposal.
Stockholders may obtain copies of the Proxy Statement, without charge, at the
SEC's website at www.sec.gov or by directing a request to: Crixus BH3
Acquisition Company, 819 NE 2nd Avenue, Suite 500, Fort Lauderdale, Florida,
33304, e-mail: investorrelations@bh3ac.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Form of Anchor Investors Agreement
104 Cover Page Interactive Data File
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