SEC Form SC 13G filed by Charge Enterprises Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )1
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CHARGE ENTERPRISES, INC. |
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(Name of Issuer) |
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Common Stock, par value $.0001 per share |
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(Title of Class of Securities) |
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159610104 |
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(CUSIP Number) |
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September 23, 2021 |
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(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) |
1 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. 159610104
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| The Gabriel 613 Trust | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| New York | |||||||||||||||||||
| NUMBER OF | 5 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 31,093,906 | ||||||||||||||||||
| OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 0 | ||||||||||||||||||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 31,093,906 | |||||||||||||||||||
| 8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 0 | |||||||||||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 31,093,906 | |||||||||||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
| 14.5% | |||||||||||||||||||
| 12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
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CUSIP No. 159610104
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| Evan Berger, as Trustee of The Gabriel 613 Trust | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| USA | |||||||||||||||||||
| NUMBER OF | 5 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 31,093,906 | ||||||||||||||||||
| OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 0 | ||||||||||||||||||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 31,093,906 | |||||||||||||||||||
| 8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 0 | |||||||||||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 31,093,906 | |||||||||||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
| 14.5% | |||||||||||||||||||
| 12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
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CUSIP No. 159610104
| Item 1(a). | Name of Issuer: |
Charge Enterprises, Inc., a Delaware corporation (the “Issuer”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
125 Park Avenue, 25th Floor
New York, New York 10017
| Item 2(a). | Name of Person Filing |
The names of the persons filing this statement on Schedule 13G (the “Reporting Persons”) are The Gabriel 613 Trust (“Gabriel 613”) and Evan Berger, in his capacity as the sole Trustee of Gabriel 613.
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
The business address of each of the Reporting Persons is c/o Law Offices of Evan Berger, 445 Park Avenue, 9th Floor, New York, New York 10022.
| Item 2(c). | Citizenship |
Gabriel 613 is a New York trust. Mr. Berger is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $.0001 per share (the “Common Stock”).
| Item 2(e). | CUSIP Number: |
159610104
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CUSIP No. 159610104
| 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: |
| /x/ | Not applicable. | ||
| (a) | / / | Broker or dealer registered under Section 15 of the Exchange Act. | |
| (b) | / / | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
| (c) | / / | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | / / | Investment company registered under Section 8 of the Investment Company Act. | |
| (e) | / / | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| (f) | / / | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| (g) | / / | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | / / | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | / / | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | |
| (j) | / / | A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). | |
| (k) | / / | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
As of January 25, 2024, Gabriel 613 directly beneficially owns 31,093,906 shares of Common Stock. Mr. Berger, as the sole Trustee of Gabriel 613, may be deemed to beneficially own the 31,093,906 shares of Common Stock directly held by Gabriel 613. Mr. Berger has sole voting and dispositive power over the shares of Common Stock held by Gabriel 613.
| (b) | Percent of class: |
The aggregate percentage of Common Stock reported owned by the Reporting Persons named herein is based upon 215,039,868 shares of Common Stock outstanding as of October 31, 2023, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
As of January 25, 2024, Gabriel 613 may be deemed to own approximately 14.5% of the outstanding shares of Common Stock.
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CUSIP No. 159610104
| (b) | Number of shares as to which the Reporting Person: |
| (i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| 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 5 percent of the class of securities, check the following box [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding 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. |
By signing below the undersigned certifies that, to the best of its 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.
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CUSIP No. 159610104
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: January 26, 2024
| THE GABRIEL 613 TRUST | |||
| By: |
/s/ Evan Berger | ||
| Name: | Evan Berger | ||
| Title: | Trustee | ||
|
/s/ Evan Berger | |
| Evan Berger, as Trustee for The Gabriel 613 Trust |
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