Amended Statement of Ownership (sc 13g/a)

NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

  Atlas Diversified Master Fund, Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Crixus BH3 Acquisition Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

22677T102

(CUSIP Number)

December 31, 2021

(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 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		Page 2 of 29 Pages

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CUSIP No. 22677T102		Page 13 of 29 Pages

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CUSIP No. 22677T102		Page 14 of 29 Pages

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Item 1

(a) Name of Issuer:

Crixus BH3 Acquisition Company (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices:

819 Northeast 2^nd Avenue

Suite 500

Fort Lauderdale, FL 33304

United States

Item 2

(a) – (c) This statement is filed on behalf of the following:

(1)Atlas Diversified Master Fund, Ltd. is a Cayman corporation (“ADMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(2) Atlas Diversified Fund, Ltd. is a Cayman corporation (“ADF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. ADF LTD owns 96.88% of the equity interests in ADMF.

(3) Atlas Diversified Fund, L.P. is a Delaware limited partnership (“ADF LP”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. ADF LP owns 3.12% of the equity interests in ADMF.

(4) Atlas Master Fund, Ltd. is a Cayman corporation (“AMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(5)Atlas Global, LLC is a Delaware limited liability company (“AG”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. AG owns 3.87% of the equity interests in AMF.

(6)Atlas Global Investments, Ltd. is a Cayman corporation (“AGI”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AGI owns 96.07% of the equity interests in AMF.

(7) Atlas Enhanced Master Fund, Ltd. is a Cayman corporation (“AEMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

Page 15 of 29 Pages

(8) Atlas Enhanced Fund, L.P. is a Delaware limited partnership (“AEF LP”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. AEF LP owns 31.61% of the equity interests in AEMF.

(9) Atlas Enhanced Fund, Ltd. is a Cayman corporation (“AEF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AEF LTD owns 56.06% of the equity interests in AEMF.

(10) Atlas Portable Alpha, LP is a Delaware limited partnership (“APA LP”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. APA LP owns 4.26% of the equity interests in AEMF.

(11) Atlas Terra Fund, Ltd. is a Cayman corporation (“ATF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. ATF LTD owns 2.11% of the equity interests in AEMF.

(12) Atlas Institutional Equity Fund, L.P. is a Delaware limited partnership (“AIEF LP”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. AIEF LP owns 5.95% of the equity interests in AEMF.

(13) Balyasny Asset Management L.P. is a Delaware limited partnership (“BAM”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. BAM is the investment manager to each of ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP.

(14)Dmitry Balyasny, a United States citizen whose business address is 444 West Lake Street, 50^th Floor, Chicago, IL 60606. Dmitry Balyasny indirectly controls 100% of the general partner of BAM.

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number: 22677T102

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Page 16 of 29 Pages

Item 4

Ownership:

ADMF

(a)

Amount Beneficially Owned:

1,980,000

(b)

Percent of Class:

8.61%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,980,000

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,980,000

(iv)

Shared power to dispose or to direct disposition of:

None

ADF LTD

(a)

Amount Beneficially Owned:

By virtue of its ownership of 96.88% of the equity interest in ADMF, ADF LTD may be deemed to beneficially own the 1,980,000 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

8.61%

Page 17 of 29 Pages

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,980,000

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,980,000

(iv)

Shared power to dispose or to direct disposition of:

None

ADF LP

(a)

Amount Beneficially Owned:

By virtue of its ownership of 3.12% of the equity interest in ADMF, ADF LP may be deemed to beneficially own the 1,980,000 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

8.61%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,980,000

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,980,000

Page 18 of 29 Pages

(iv)

Shared power to dispose or to direct disposition of:

None

AMF

(a)

Amount Beneficially Owned:

By virtue of its ownership of 8.39% of the equity interest in ADMF, AMF may be deemed to beneficially own the 141,736 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

0.62%

(c)

Number of Shares as to which person has:

(ii)

Sole power to vote or to direct vote:

141,736

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

141,736

(iv)

Shared power to dispose or to direct disposition of:

None

(a)

Amount Beneficially Owned:

By virtue of its ownership of 3.87% of the equity interest in AMF, AG may be deemed to beneficially own the 141,736 Shares of the Company’s Common Stock beneficially owned by ADMF.

Page 19 of 29 Pages

(b)

Percent of Class:

0.62%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

141,736

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

141,736

(iv)

Shared power to dispose or to direct disposition of:

None

AGI

(a)

Amount Beneficially Owned:

By virtue of its ownership of 96.07% of the equity interest in AMF, AGI may be deemed to beneficially own the 141,736 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

0.62%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

141,736

(ii)

Shared power to vote or to direct vote:

None

Page 20 of 29 Pages

(iii)

Sole power to dispose or direct disposition of:

141,736

(iv)

Shared power to dispose or to direct disposition of:

None

AEMF

(a)

Amount Beneficially Owned:

By virtue of its ownership of 91.61% of the equity interest in ADMF, AEMF may be deemed to beneficially own the 1,838,264 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

7.99%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,838,264

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,838,264

(iv)

Shared power to dispose or to direct disposition of:

None

AEF LP

(a)

Amount Beneficially Owned:

By virtue of its ownership of 31.61% of the equity interest in AEMF, AEF LP may be deemed to beneficially own the 1,838,264 Shares of the Company’s Common Stock beneficially owned by ADMF.

Page 21 of 29 Pages

(b)

Percent of Class:

7.99%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,838,264

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,838,264

(iv)

Shared power to dispose or to direct disposition of:

None

AEF LTD

(a)

Amount Beneficially Owned:

By virtue of its ownership of 56.06% of the equity interest in AEMF, AEF LTD may be deemed to beneficially own the 1,838,264 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

7.99%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,838,264

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,838,264

Page 22 of 29 Pages

(iv)

Shared power to dispose or to direct disposition of:

None

APA LP

(a)

Amount Beneficially Owned:

By virtue of its ownership of 4.26% of the equity interest in AEMF, APA LP may be deemed to beneficially own the 1,838,264 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

7.99%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,838,264

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,838,264

(iv)

Shared power to dispose or to direct disposition of:

None

Page 23 of 29 Pages

ATF LTD

(a)

Amount Beneficially Owned:

By virtue of its ownership of 2.11% of the equity interest in AEMF, ATF LTD may be deemed to beneficially own the 1,838,264 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

7.99%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,838,264

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,838,264

(iv)

Shared power to dispose or to direct disposition of:

None

AIEF LP

(a)

Amount Beneficially Owned:

By virtue of its ownership of 5.95% of the equity interest in AEMF, AIEF LP may be deemed to beneficially own the 1,838,264 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

7.99%

Page 24 of 29 Pages

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,838,264

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,838,264

(iv)

Shared power to dispose or to direct disposition of:

None

BAM

(a)

Amount Beneficially Owned:

By virtue of its position as investment manager to each of ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP, BAM may be deemed to beneficially own the 1,980,000 Shares of the Company’s Common Stock beneficially owned by ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP.

(b)

Percent of Class:

8.61%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,980,000

(ii)

Shared power to vote or to direct vote:

None

Page 25 of 29 Pages

(iii)

Sole power to dispose or direct disposition of:

1,980,000

(iv)

Shared power to dispose or to direct disposition of:

None

Dmitry Balyasny

(a)

Amount Beneficially Owned:

By virtue of his position as the sole control person for BAM, Mr. Balyasny may be deemed to beneficially own the 1,980,000 Shares of the Company’s Common Stock beneficially owned by BAM.

(b)

Percent of Class:

8.61%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,980,000

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,980,000

(iv)

Shared power to dispose or to direct disposition of:

None

Item 5

Ownership of Five Percent or Less of a Class:

Applicable

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Page 26 of 29 Pages

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not Applicable

Item 8

Identification and Classification of Members of the Group:

Not Applicable

Item 9

Notice of Dissolution of Group:

Not Applicable

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.

Page 27 of 29 Pages

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.

Date: February 14, 2022


ATLAS DIVERSIFIED MASTER FUND, LTD.		ATLAS MASTER FUND, LTD.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder	Scott Schroeder
	Authorized Signatory	Authorized Signatory

ATLAS DIVERSIFIED FUND, LTD.		ATLAS DIVERSIFIED FUND, L.P.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS GLOBAL, LLC		ATLAS GLOBAL INVESTMENTS, LTD.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS ENHANCED MASTER FUND, LTD.		ATLAS ENHANCED FUND, L.P.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Representative

ATLAS PORTABLE ALPHA, LP		ATLAS TERRA FUND, LTD.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

Page 28 of 29 Pages


ATLAS INSTITUTIONAL EQUITY FUND, L.P.		BALYASNY ASSET MANAGEMENT L.P.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

DMITRY BALYASNY

By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Representative