SEC Form SC 13G filed by Charge Enterprises Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| CHARGE ENTERPRISES, INC. |
| (Name of Issuer) |
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
159610104
(CUSIP Number)
December 31, 2022
(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 in 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. 159610104 | 13G |
|
| (1) | Names of reporting persons.
Andrew Scott Fox |
| (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.
38,912,943 |
| (6) | Shared voting power.
0 | |
| (7) | Sole dispositive power.
38,912,943 | |
| (8) | Shared dispositive power.
0 |
| (9) | Aggregate amount beneficially owned by each reporting person.
38,912,943 |
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions).
☐ |
| (11) | Percent of class represented by amount in Row (9).
18.8%(1) |
| (12) | Type of reporting person (see instructions).
IN |
_________________________
(1) All percentages calculated in this Schedule 13G are based upon an aggregate of 206,644,914 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the SEC on November 14, 2022.
| 2 of 6 |
| CUSIP No. 159610104 | 13G |
|
| Item 1(a). | Name of Issuer: |
|
|
|
|
| Charge Enterprises, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
|
|
|
|
| 125 Park Ave, 25th Floor, New York, NY 10017. |
| Item 2(a). | Name of Person Filing: |
|
|
|
|
| Andrew Scott Fox |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
|
|
|
|
| 125 Park Ave, 25th Floor, New York, NY 10017. |
| Item 2(c). | Citizenship: |
|
|
|
|
| United States |
| Item 2(d). | Title of Class of Securities: |
|
|
|
|
| Common Stock |
| Item 2(e). | CUSIP No.: |
|
|
|
|
| 159610104 |
| 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: |
|
|
|
|
| Not applicable. |
| Item 4. | Ownership. |
|
|
|
|
| (a)-(c) The information relating to the beneficial ownership of Common Shares by the Reporting Person set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference.
The ownership percentage of the Reporting Person set forth in Row 11 of the cover page hereto has been calculated based on an assumed total of 206,644,914 Common Shares outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 filed with the SEC on November 14, 2022. |
| 3 of 6 |
| CUSIP No. 159610104 | 13G |
|
| Item 5. | Ownership of Five Percent or Less of a Class. |
|
|
|
|
| Not applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
|
|
|
|
| Not applicable. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holdings Company or Control Person. |
|
|
|
|
| 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. | Certifications. |
|
|
|
|
| Not applicable. |
| 4 of 6 |
SIGNATURES
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: February 7, 2023
|
| Andrew Scott Fox |
|
|
|
|
|
|
| /s/Andrew Scott Fox |
|
| 5 of 6 |
EXHIBIT INDEX
| Exhibit |
| Description |
| 6 of 6 |