UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Charge Enterprises, Inc.
(Name
of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
159610104
(CUSIP Number)
Kenneth Orr
KORR Acquisitions Group, Inc.
Suite 305, 1400 Old Country Road
Westbury, NY 11590
(855) 567-7858
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
February 13, 2024
(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 ☒.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
KORR Value, L.P. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
12,394,593 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
0 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
12,394,593 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
12,394,593 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
6.5% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
KORR Acquisitions Group, Inc. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
New York |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
15,077,675 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
0 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
15,077,675 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
15,077,675 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
7.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Kenneth Orr |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
United States |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
15,077,675 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
3,185,598 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
15,077,675 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,185,598 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
18,263,273 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
9.5% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to
the Common Stock, par value $0.0001 per share (the “Shares”), of Charge Enterprises, Inc., a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 125 Park Avenue, 25th Floor, New York, New York 10017.
| Item 2. | Identity and Background. |
(a) This
statement is filed by:
| (i) | KORR Value, L.P. (“KORR Value”), with respect to the Shares directly beneficially owned by
it; |
| (ii) | KORR Acquisitions Group, Inc. (“KORR Acquisitions”), as general partner of KORR Value; and |
| (iii) | Kenneth Orr, as Chief Executive Officer and Chief Investment Officer of
KORR Acquisitions, and with respect to the Shares held directly by his wife, Cori Orr (“Ms. Orr”) and the Shares held by Ms.
Orr as custodian for Benjamin Orr under the New York Uniform Transfers to Minors Act (“NY UTMA”). |
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons
is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing
a joint Schedule 13D.
(b) The
principal business address of each of KORR Value, KORR Acquisitions, and Mr. Orr is 1400 Old Country Road, Suite 305, Westbury, New York
11590.
(c) Each
of the Reporting Persons is engaged in the business of investing. KORR Value’s principal business is investing in and holding securities.
The principal business of KORR Acquisitions is serving as the general partner of KORR Value. The principal business of Kenneth Orr is
serving as the Chief Executive Officer and Chief Investment Officer of KORR Acquisitions and the entities it owns and controls.
(d) During
the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) KORR
Value is organized under the laws of the State of Delaware. KORR Acquisitions is organized under the laws of the state of New York. Mr.
Orr is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or other Consideration. |
The aggregate purchase price
of the 12,394,593 Shares directly held by KORR Value reported herein was approximately $359,443. Such Shares directly held by KORR Value
were purchased with the working capital of KORR Value.
The aggregate purchase price
of the 15,077,675 Shares directly held by KORR Acquisitions reported herein was approximately $15,078. Such Shares directly held by KORR
Acquisitions were purchased with the working capital of KORR Acquisitions.
The aggregate purchase price
of the 2,123,711 Shares directly held by Ms. Orr reported herein was approximately $2,1234. Such Shares directly held by Ms. Orr were
purchased with the personal funds of Mr. and Ms. Orr.
The aggregate purchase price
of the 1,061,887 Shares held by Ms. Orr as custodian for Benjamin Orr reported herein was approximately $1,061. Such Shares held by Ms.
Orr as custodian for Benjamin Orr under the NY UTMA were purchased with the personal funds of Mr. and Ms. Orr.
On February 7, 2024, KORR Value acquired 3,000,000
Shares from a stockholder of the Issuer for gross proceeds of $300,000 (the “Private Purchase”).
Except as set forth herein, all Shares reported
herein were purchased in open market transactions through brokers and such transactions may have been purchased through margin loans made
by brokerage firms in the ordinary course of business.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and
the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase
or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On February 13, 2024, the
Reporting Persons submitted a books and records request (the “Demand Letter”) pursuant to Section 220 of the Delaware General
Corporation Law in order to inspect books and records regarding, among other things, potential wrongdoing, mismanagement, conflicts of
interest, corporate waste and breaches of fiduciary duties by certain members of the Issuer’s management team and members of the
Issuer’s Board of Directors (the “Board”) in connection with (i) the Issuer’s prolonged dispute with Arena Investors
LP (“Arena”) over certain debt agreements, (ii) certain allegations concerning the Issuer’s telecom business operations,
and (iii) certain other allegations regarding the Issuer’s potentially conflicted and self-interested management.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed
herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including,
without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities
markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their
investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management
and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’
investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure,
Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their
Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with
respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
(a) and (b) Items 7 through
11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.
Such information is based
on 215,039,868 Shares of the Issuer outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q
filed with the SEC on November 8, 2023.
As of the date of this Schedule
13D, KORR Acquisitions, as the general partner of KORR Value, may be deemed to exercise voting and investment power over the 12,394,593
Shares of the Issuer held directly by KORR Value and thus may be deemed to beneficially own such Shares. In addition, as the Chief Executive
Officer and Chief Investment Officer of KORR Acquisitions, Mr. Orr may be deemed to exercise voting and investment power over the 12,394,593
Shares held directly by KORR Value and thus may be deemed to beneficially own such Shares. Further, as the husband of Ms. Orr, Mr. Orr
may be deemed to exercise voting and investment power over the 2,123,711 Shares held directly by Ms. Orr and the 1,061,887 Shares held
by Ms. Orr as custodian for Benjamin Orr under the NY UMTA and thus may be deemed to beneficially own such Shares.
(c) Transactions
by the Reporting Persons effected during the past 60 days, including the Private Purchase, are set forth in Schedule A below and such
information is incorporated herein by reference.
(d) The
limited partners of KORR Value have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares
held for the account of KORR Value in accordance with their respective limited partnership interests.
(e) Not
applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On February 16, 2024, the
Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of
them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing
Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein, there are no contracts,
arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with
respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement between KORR Value, L.P., KORR Acquisitions Group, Inc., and Kenneth Orr, dated
February 16, 2024. |
SIGNATURES
After reasonable inquiry and to the best of his
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2024
|
KORR VALUE, L.P. |
|
|
|
By: |
KORR Acquisitions Group, Inc., its general partner |
|
|
|
|
By: |
/s/ Kenneth Orr |
|
|
Name: |
Kenneth Orr |
|
|
Title: |
Chief Executive Officer |
|
KORR ACQUISITIONS GROUP, INC. |
|
|
|
By: |
/s/ Kenneth Orr |
|
|
Name: |
Kenneth Orr |
|
|
Title: |
Chief Executive Officer |
|
/s/ Kenneth Orr |
|
Kenneth Orr |
SCHEDULE A
Transactions in the Shares During the
Past Sixty Days
Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase/Sale |
KORR
VALUE, LP
Sale of Common Stock |
(700,000) |
0.1413 |
02/05/2024 |
Sale of Common Stock |
(550,000) |
0.1379 |
02/06/2024 |
Sale of Common Stock |
(300,000) |
0.1350 |
02/06/2024 |
Acquisition of Common Stock |
3,000,000 |
0.1000 |
02/07/2024 |
Sale of Common Stock |
(49,430) |
0.1327 |
02/07/2024 |
Sale of Common Stock |
(33,145) |
0.1257 |
02/08/2024 |
Sale of Common Stock |
(367,425) |
0.1001 |
02/09/2024 |
Sale of Common Stock |
(1,132,575) |
0.1090 |
02/09/2024 |
Exhibiti 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of
a Statement on Schedule 13D dated February 16, 2024 (including amendments thereto) with respect to the shares of Common Stock, par value
$0.0001 per share, of Charge Enterprises, Inc., and any further amendments thereto executed by each and any of the undersigned shall be
filed on the behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: February 16, 2024
|
KORR VALUE, L.P. |
|
|
|
By: |
KORR Acquisitions Group, Inc., its general partner |
|
|
|
|
By: |
/s/ Kenneth Orr |
|
|
Name: |
Kenneth Orr |
|
|
Title: |
Chief Executive Officer |
|
KORR ACQUISITIONS GROUP, INC. |
|
|
|
By: |
/s/ Kenneth Orr |
|
|
Name: |
Kenneth Orr |
|
|
Title: |
Chief Executive Officer |
|
/s/ Kenneth Orr |
|
Kenneth Orr |
Charge Enterprises (NASDAQ:CRGE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Charge Enterprises (NASDAQ:CRGE)
Historical Stock Chart
From Jul 2023 to Jul 2024