Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB

SEC File Number 001-40868
CUSIP Number 22677T102

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

 

(Check one)		☐  Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☒  Form 10-Q ☐  Form N-SAR     ☐  Form N-CSR
		For Period Ended: September 30, 2023
		☐  Transition Report on Form 10-K
		☐  Transition Report on Form 20-F
		☐  Transition Report on Form 11-K
		☐  Transition Report on Form 10-Q
		☐  Transition Report on Form N-SAR
		For the Transition Period Ended:

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 

      

 

PART I — REGISTRANT INFORMATION

Focus Impact BH3 Acquisition Company

Full Name of Registrant

Crixus BH3 Acquisition Company

Former Name if Applicable

1345 Avenue of the Americas, 33rd Floor

Address of Principal Executive Office (Street and Number)

New York, NY 10105

City, State and Zip Code

PART II — RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☒		(a)		The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Focus Impact BH3 Acquisition Company (f/k/a/ Crixus BH3 Acquisition Company) (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Report”) by November 14, 2023 without unreasonable effort or expense due to delays in finalizing certain accounting and disclosure items in connection with the Company’s recent closing of the transactions contemplated by a Purchase Agreement entered into by the Company, Crixus BH3 Sponsor LLC and Focus Impact BHAC Sponsor, LLC (the “New Sponsor”), resulting in the New Sponsor becoming the sponsor of the Company following the fiscal quarter covered by the Report.

The Company expects to be able to file the Report within the five-day period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

Carl Stanton

(212)

213-0243

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    ☒  Yes    ☐  No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ☐  Yes    ☒  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Focus Impact BH3 Acquisition Company

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date November 15, 2023				By		/s/ Carl Stanton
						Carl Stanton
						Chief Executive Officer

 

 

 

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