Statement of Ownership (sc 13g)
12 Juin 2023 - 11:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. N/A)*
Crixus
BH3 Acquisition Company
(Name
of Issuer)
Class
A Ordinary Shares, par value $0.0001
(Title
of Class of Securities)
22677T102
(CUSIP
Number)
April
21, 2023
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 22677T102
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kerry
Propper |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
350,794* |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
350,794* |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,794* |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.00%* |
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC |
CUSIP
No. 22677T102
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Antonio
Ruiz-Gimenez |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Spain |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
350,794* |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
350,794* |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,794* |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.00%* |
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC |
CUSIP
No. 22677T102
Item
1.
|
(a) |
Name
of Issuer
Crixus
BH3 Acquisition Company (the “Issuer”) |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices
819
NE 2nd Avenue, Suite 500
Fort
Lauderdale, FL 33304 |
Item
2.
|
(a) |
Name
of Person Filing:
Antonio
Ruiz-Gimenez*
Kerry
Propper* |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence
17
State Street, Suite 2130
New
York, New York 10004 |
|
|
|
|
(c) |
Citizenship
Antonio
Ruiz-Gimenez – Spain
Kerry
Propper – United States |
|
|
|
|
(d) |
Title
of Class of Securities
Class
A Ordinary Shares |
|
|
|
|
(e) |
CUSIP
Number
22677T102 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A
CUSIP
No. 22677T102
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
Amount
beneficially owned:
Antonio
Ruiz-Gimenez – 350,794*
Kerry
Propper – 350,794* |
|
|
|
|
(b) |
Percent
of class:
Antonio
Ruiz-Gimenez – 7.00%*
Kerry
Propper – 7.00%* |
|
|
|
|
(c) |
Number
of shares as to which the person has: |
|
(i) |
Sole
power to vote or to direct the vote
Antonio
Ruiz-Gimenez – 0
Kerry
Propper – 0 |
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote
Antonio
Ruiz-Gimenez – 350,794*
Kerry
Propper – 350,794* |
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of
Antonio
Ruiz-Gimenez – 0
Kerry
Propper – 0 |
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of
Antonio
Ruiz-Gimenez – 350,794*
Kerry
Propper – 350,794* |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
*The
Class A Ordinary Shares (the “Shares”) of the Issuer reported herein are held by (1) one or more private funds managed by
a registered investment adviser (the “Adviser”), which has been delegated exclusive authority to vote and/or direct the disposition
of such Shares held by sub-accounts of one or more pooled investment vehicles managed by a Delaware limited liability company and (2)
a private fund managed by an affiliate of the Adviser. Antonio Ruiz-Gimenez and Kerry Propper are Managing Members of the Adviser and
its affiliate.
By
virtue of the relationships, the reporting persons may be deemed to have shared voting and dispositive power with respect to the Shares
held by the private funds. For the purposes of Reg. Section 240.13d-3, the reporting persons herein may be deemed to beneficially own
an aggregate of 350,794 Shares, or 7.00%, of the 5,012,592 Shares issued and outstanding as of May 1, 2023, as disclosed in the Issuer’s
Form 10-Q filed with the SEC on May 1, 2023.
This
report shall not be deemed an admission that any reporting person or any other person is the beneficial owner of the securities reported
herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting
persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary
interest therein.
CUSIP
No. 22677T102
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP
No. 22677T102
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
June 12, 2023
|
Antonio
Ruiz-Gimenez |
|
|
|
|
By: |
/s/
Antonio Ruiz-Gimenez |
|
|
Individually |
|
|
|
|
Kerry
Propper |
|
|
|
|
By: |
/s/
Kerry Propper |
|
|
Individually
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CUSIP
No. 22677T102
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13D-1(K)(1)
The
undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with
respect to the Shares of Crixus BH3 Acquisition Company together with any or all amendments thereto, when and if required. The parties
hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G,
thereby incorporating the same into such Schedule 13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned
may mutually agree.
Dated:
June 12, 2023
|
Antonio
Ruiz-Gimenez |
|
|
|
|
By: |
/s/
Antonio Ruiz-Gimenez |
|
|
Individually |
|
|
|
|
Kerry
Propper |
|
|
|
|
By: |
/s/
Kerry Propper |
|
|
Individually
|
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