Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Focus Impact BH3 Acquisition Co (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
22677T102 (CUSIP Number) |
Carl Stanton 1345 Avenue of the Americas, 33rd Floor, New York, NY, 10105 (212) 203-0243 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 22677T102 |
| 1 |
Name of reporting person
Focus Impact BHAC Sponsor, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Focus Impact BH3 Acquisition Co | |
| (c) | Address of Issuer's Principal Executive Offices:
1345 Avenue of the Americas, 33rd Floor, New York,
NEW YORK
, 10105. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D, originally filed with the Securities and Exchange Commission on November 14, 2023. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in row (11) and (13) of the cover page of this Amendment No. 1 is incorporated by reference into this Item 5. As of the date hereof, the Reporting Person does not directly or indirectly hold any shares of Class A Common Stock. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in row (7) and (10) of the cover page of this Amendment No. 1 is incorporated by reference into this Item 5. | |
| (c) | Not Applicable. | |
| (d) | Not Applicable. | |
| (e) | After giving effect to closing on June 6, 2025, of the transactions pursuant or contemplated by the Business Combination Agreement dated March 11, 2024, and as amended from time to time (the "Business Combination Agreement"), by and among the Issuer and certain other parties thereto, the Reporting Person ceased to beneficially own 5% of a class of registered equity securities of the Issuer. | |
| SIGNATURE | |
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.
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