UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April ~~March 7~~24, 2024 ~~(March 6, 2024)~~

	CHARGE ENTERPRISES, INC.
	(Exact name of registrant as specified in its charter)

Delaware	001-41354	90-0471969
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

125 Park Avenue, 25th Floor New York, NY		10017
(Address of principal executive offices)		(Zip Code)

(212)921-2100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None*

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001		CRGE		*

* Charge Enterprises' securities began trading exclusively on the over-the-counter market on February 29, 2024.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.~~01. Entry~~03 ~~into~~Bankruptcy aor ~~Material Definitive Agreement~~Receivership.

As previously ~~disclosed,~~reported in its Current Report on ~~February~~Form 8-K filed 27on March 12, 2024, on March 7, 2024, Charge Enterprises, Inc. (sometimes referred to herein as “Company,” “we,” “us,” “our,” “Charge” or the “Debtor”) ~~entered~~filed ~~into~~ a ~~Restructuring~~voluntary ~~and~~petition ~~Plan Support Agreement~~ (~~including~~the ~~all~~case ~~exhibits,~~commenced ~~annexes and schedules thereto~~thereby, the “~~RSA~~Chapter 11 Case”) ~~with~~under ~~two~~chapter ~~affiliate~~11 ~~entities~~ of ~~Arena~~title ~~Investors,~~11 ~~LP (“Arena”) that are holders~~ of, ~~among~~the ~~other~~United ~~securities~~States ofCode (the ~~Company,~~“Bankruptcy ~~the~~Code”) ~~Company’s~~in ~~notes~~the ~~payable~~United ~~dated~~States ~~May~~Bankruptcy ~~19,~~Court ~~2021~~for ~~and~~the ~~December~~District ~~17,~~of ~~2021~~Delaware (~~collectively,~~ the “~~Notes~~Bankruptcy Court”), ~~which~~with ~~RSA~~a ~~provides~~prepackaged ~~for~~chapter a11 ~~comprehensive~~plan ~~restructuring~~as ofcontemplated by the ~~Debtor~~Restructuring ~~through~~Support aAgreement, ~~prepackaged~~dated ~~plan~~February 27, of2024 ~~reorganization~~ (the “~~Plan~~RSA”). toThe beChapter ~~implemented~~11 ~~through~~Case ~~the~~is ~~commencement~~administered ofunder the ~~voluntary~~caption In ~~chapter~~re 11Charge ~~case~~Enterprises, ~~(the~~Inc., ~~“Chapter~~Case No. 24-10349. The 11Debtor ~~Case”)~~continues byto ~~the~~operate ~~Company~~its inbusiness ~~the~~as ~~U.S.~~a ~~Bankruptcy~~“debtor ~~Court~~in ~~for~~possession” under the ~~District~~jurisdiction of ~~Delaware (~~the “Bankruptcy Court”) ~~pursuant~~and toin ~~chapter~~accordance 11with ~~(“Chapter~~the ~~11”)~~applicable ofprovisions ~~title 11~~ of the ~~United~~Bankruptcy ~~States~~ Code ~~(the~~and ~~“Bankruptcy~~orders ~~Code”)~~of ~~set~~the ~~forth~~Bankruptcy ~~below~~Court.

~~The~~Confirmation ~~information~~of ~~in Item 1.03 below under~~ the ~~heading~~Plan ~~“DIP~~of ~~Financing” is incorporated by reference into this Item 1.01.~~Reorganization

~~Item~~As 1contemplated in the RSA, on March 7, 2024, the Debtor filed the Combined Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization [Docket No.~~03. Bankruptcy~~ 12] (as amended, modified or ~~Receivership~~supplemented from time to time, the “Plan”), a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K. Capitalized terms used but not defined in this Current Report on Form 8-K have meanings ascribed to such terms in the Plan.

~~Chapter~~On 11April 24, ~~Filing~~2024, the Bankruptcy Court entered an order [Docket No. 255] (the “Confirmation Order”), confirming the Plan. A copy of the Confirmation Order is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

OnNotwithstanding ~~March~~the 7,entry ~~2024,~~of the ~~Company filed~~Confirmation aOrder, ~~voluntary~~consummation ~~petition~~of ~~for~~the ~~relief~~Plan ~~under~~(referred ~~Chapter 11~~ in the ~~Bankruptcy~~Plan ~~Court. Charge continues to operate its business~~ as athe “~~debtor-in-possession~~Effective Date”) ~~under~~remains ~~the~~subject ~~jurisdiction~~to of the ~~Bankruptcy~~satisfaction ~~Court and in accordance with the applicable provisions~~ of ~~the~~certain ~~Bankruptcy~~conditions, ~~Code~~as ~~and~~described ~~orders~~in of the ~~Bankruptcy Court~~Plan. The ~~Company~~Debtor ~~sought~~anticipates ~~approval~~that ofthe aEffective ~~variety~~Date ofwill ~~“first~~occur ~~day”~~on ~~motions~~or ~~containing~~about ~~customary~~May ~~relief~~3, ~~intended~~2024; tohowever, ~~assure~~ the Debtor’s ~~ability~~can tomake ~~continue~~no ~~its~~assurances ~~ordinary~~as ~~course~~to ~~operations~~when, ~~and~~or aultimately ~~hearing~~if, on the ~~first-day~~Plan ~~motions~~will ~~was~~become ~~held on March 8, 2024~~effective.

~~Orders~~Material ~~granting~~Features ~~all~~ of the ~~requested “first day” relief were entered on March 11, 2024, and, as to the first order, March 12, 2024. Included among the approved orders were:~~Plan

1The following is a summary of the material terms of the Plan. anThis ~~order~~summary ~~approving~~highlights ~~debtor-in-possession~~only ~~financing~~certain material substantive provisions of the Plan and ~~use~~is not intended to be a complete description of ~~cash~~the ~~collateral~~Plan. onThis ansummary ~~interim~~is ~~basis~~qualified (in its entirety by reference to the ~~“Interim~~full ~~DIP~~text ~~Order”)~~of ~~[Dkt.~~the ~~59]~~Plan, ~~described~~the definitive documents implementing the Plan and the Confirmation Order, which modifies the Plan as set forth in ~~more~~the ~~detail~~Confirmation ~~below;~~Order and exhibit A thereto.

2.On anthe ~~order~~Effective ~~(a)~~Date, ~~scheduling~~all aamounts ~~hearing~~due tounder ~~seek approval of~~ the ~~Debtor~~Company’s ~~combined~~notes ~~disclosure~~payable ~~statement~~dated ~~(the~~May ~~“Disclosure~~19, ~~Statement”)~~2021 and ~~the~~December ~~Plan~~17, ~~(the~~2021 ~~Plan,~~held ~~together~~by ~~with~~affiliates ~~the~~of ~~Disclosure~~Arena ~~Statement~~Investors, ~~the~~L.P. (“~~Combined~~Arena”) DSand &any ~~Plan”),~~other agreements constituting Prepetition Lender Claims (bas defined in the Plan) ~~establishing~~will anbe ~~objection~~equitized ~~deadline~~in exchange for ~~the~~100% ~~Combined~~of DSthe &newly ~~Plan,~~issued ~~(c)~~common ~~approving~~stock ~~solicitation~~in ~~and~~reorganized ~~notice~~Charge ~~procedures~~(referred ~~for~~in the ~~Combined~~Plan DSas &the ~~Plan,~~“New (dCommon Stock”). ~~approving~~All ~~notice~~amounts ~~and~~due ~~objection~~under ~~procedures~~the ~~for~~DIP ~~executory~~Facility ~~contracts,~~will ~~and~~also ~~(e)~~be ~~addressing~~deemed satisfied by the ~~requirements~~issuance ~~regarding~~of the ~~filing~~New ofCommon Stock to Arena. On the ~~Debtor’s~~Effective ~~statements~~Date, Arena will designate 5% of ~~assets~~the ~~and~~New ~~liabilities~~Common ~~and~~Stock ~~schedules~~to ofIsland ~~financial~~Capital ~~affairs~~Group ~~(the~~LLC ~~“Solicitation~~or ~~Procedures~~its ~~Order~~affiliates (“Island”) ~~[Dkt.~~if ~~58]~~certain conditions are met, ~~described~~including inIsland’s ~~more~~execution ~~detail~~of ~~below;~~a letter agreement and a stockholders agreement.

3.The anemployment ~~order~~agreements ~~establishing~~with ~~notification~~the ~~procedures~~Company’s Chief Executive Officer, Chief Financial Officer and ~~approving~~Chief ~~restrictions~~Legal Officer will be rejected on ~~certain~~the ~~transfers~~Effective ofDate, with Claims resulting from the rejection of the employment agreements being Allowed in lesser amounts and paid in full on the Effective Date. The Debtor’s Allowed unsubordinated general unsecured claims will either be satisfied in full or ~~worthless~~reinstated ~~stock~~and ~~deductions~~payable ~~with~~in ~~respect~~the ~~to,~~ordinary ~~stock~~course of business of the Reorganized Debtor. Subordinated onclaims anwill ~~interim~~be ~~basis~~canceled, (released and extinguished with no recovery or distribution under the ~~“Interim~~Plan. Each of the Series C Preferred, Series D Preferred, Series E Preferred and Common Stock ~~Procedures~~will ~~Order”)~~be ~~[Dkt.~~canceled, ~~54]~~released and extinguished with no recovery or distribution under the Plan, ~~described~~and inthe ~~more~~common ~~detail~~stock ~~below;~~thereafter deregistered, at which time Charge will cease to be a publicly traded company.

4. an order authorizing the Debtor to pay certain claims of trade creditors [Dkt. 51];

5. an order authorizing the Debtor to pay outstanding pre-petition employee obligations and continue employee benefit programs [Dkt. 53];

6. an order allowing the Debtor to continue to use its existing bank accounts and cash management system [Dkt. 55];

7. an order authorizing the Debtor to redact certain personally identifiable information and modifying certain notice requirements related to equity security holders [Dkt. 52] (the “Notice Procedures Order”); and

8. an order approving Epiq Corporate Restructuring, LLC (“Epiq”) as the Claims and Noticing Agent, including maintaining the publicly-available website for the Bankruptcy Case available at: https://dm.epiq11.com/case/charge-enterprises/info [Dkt. 50]. The documents and other information available via website or elsewhere are not part of this Form 8-K and shall not be deemed incorporated herein.

DIP Financing

Pursuant to the Interim DIP Order (the “Interim DIP Order”), formally titled the Interim Order (A) Authorizing the Debtor to (I) Use Cash Collateral, (II) Obtain Senior Secured Superpriority Postpetition Financing and Granting Liens and Superpriority Administrative Claims, and (III) Provide Adequate Protection; (B) Scheduling a Final Hearing; and (C) Granting Related Relief, the Company and AI Amped I, LLC, an affiliate of Arena (the “DIP Lender”) have agreed to enter into a multiple-draw secured term loan credit facility in an maximum principal amount of up to $10.0 million (or such greater amount as approved by the DIP Lender in its sole discretion) subject to the terms and conditions set forth in a term sheet executed by the Debtor and the DIP Lender. Per the Interim DIP Order, and subject to entry of a final order approving the DIP Facility and the execution of definitive documentation, the Company anticipates it will have sufficient capital to continue operations through the conclusion of the Chapter 11 Case.

The foregoing summary of the Interim DIP Order and the DIP Term Sheet does not purport to be complete and is qualified in its entirety by reference to the Interim DIP Order, including the DIP Term Sheet as Exhibit 1 thereto, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

~~Solicitation~~The ~~Procedures~~New ~~Order~~Common Stock to be issued pursuant to the Plan will be issued pursuant to section 1145 of the Bankruptcy Code, which generally exempts the issuance of certain securities under a plan of reorganization from the registration requirements of the Securities Act of 1933, as amended.

~~Under~~There ~~the~~was ~~Solicitation~~no ~~Procedures~~specific ~~Order,~~number ~~formally~~of ~~titled~~ the ~~Order~~New ~~(I)~~Common ~~Scheduling~~Stock areserved Combined Disclosure Statement Approval and Plan Confirmation Hearing, (II) Establishing a Plan and Disclosure Statement Objection Deadline and Related Procedures, (III) Approving Solicitation and Related Procedures, (IV) Approving the Notice Procedures, (V) Approving Notice and Objection Procedures for ~~the~~future ~~Assumption~~issuance ~~Assignment,~~in ~~and~~respect ~~Rejection~~ of ~~Executory~~claims ~~Contracts~~ and ~~Unexpired~~interests ~~Leases,~~filed and ~~(VI)~~allowed ~~Extending~~under the ~~Time~~Plan. ~~and,~~The ~~Upon~~New ~~Confirmation,~~Common ~~Waiving~~Equity ~~the~~is ~~Requirements~~not ~~that~~expected ~~Statements~~to ~~and Schedules~~ be ~~Filed~~listed ~~and a Creditors’ Meeting be Convened, the Bankruptcy Court will hold a hearing~~ on ~~April~~any ~~23,~~national ~~2024~~securities atexchange ~~1:00~~or ~~p.m.~~registered ~~(prevailing~~with ~~Eastern Time) to consider, among other things,~~ the ~~adequacy~~Securities and ~~confirmation~~Exchange ofCommission (the ~~Combined DS & Plan~~“SEC”). ~~Any objections to the Combined DS & Plan must:~~

●Unless otherwise specified, the treatment set forth in the Plan and Confirmation Order will be in ~~writing;~~full satisfaction of all claims against and interests in the Debtor, which will be discharged on the Effective Date.

●Settlement, ~~comply~~Releases ~~with the Bankruptcy Rules~~ and ~~the Local Rules;~~Exculpations

●The ~~state~~Plan incorporates an integrated compromise and settlement of claims with the ~~name~~parties to the RSA to achieve a beneficial and ~~address~~efficient resolution of the ~~objecting~~Chapter ~~party~~11 Case. Unless otherwise specified, the settlement, distributions, and other benefits provided under the ~~amount~~Plan, including the releases and ~~nature~~exculpation provisions included therein, are in full satisfaction of ~~the~~all ~~Claim~~claims orand ~~Interest~~causes ~~beneficially~~of ~~owned~~action bythat ~~such~~could ~~entity~~be (asserted as ~~each~~set ~~such~~forth ~~term~~in isthe ~~defined~~Plan. byThe Confirmation Order also contains a settlement and release of claims between Arena, the ~~Bankruptcy~~Company ~~Code~~and Korr Acquisitions Group, Inc. (“KORR”); and several affiliated entities or persons of KORR, to be effective on and conditional upon the Effective Date.

●The ~~state~~Plan ~~with~~provides ~~particularity~~releases and exculpations for the ~~legal~~benefit ~~and~~of ~~factual~~the ~~basis~~Debtor, ~~for~~certain ~~such~~of ~~objections~~the Debtor’s claimholders, other parties in interest and, ifvarious ~~practicable~~parties related thereto, aeach ~~proposed~~in ~~modification~~their tocapacity ~~the~~as ~~Combined~~such, ~~D.S.~~from various claims and ~~Plan~~causes ~~that~~of ~~would~~action, ~~resolve~~as ~~such~~further ~~objection;~~set ~~and~~forth in the Plan.

●Certain beInformation ~~filed~~Regarding ~~with~~Assets ~~the Bankruptcy Court with proof of service thereof~~ and ~~served~~Liabilities so as to be actually received no later than 4:00 p.m. (prevailing Eastern Time) on April 12, 2024, by (i) proposed counsel to the Debtor, Faegre Drinker Biddle & Reath LLP, 222 Delaware Ave., Suite 1410, Wilmington, DE 19801, Attn: Patrick Jackson (patrick.jackson@faegredrinker.com), Ian Bambrick (ian.bambrick@faegredrinker.com) and Sarah Silveira (sarah.silveira@faegredrinker.com); (ii) counsel to any official committee of ~~unsecured creditors appointed in this Chapter 11 Case; (iii)~~ the ~~Office~~Company of the United States Trustee for the District of Delaware, J. Caleb Boggs Federal Building, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn: Rosa Sierra-Fox, Esq. (rosa.sierra-fox@usdoj.gov); and (iv) counsel to the DIP Lender, White & Case LLP, 1221 Avenue of the Americas, New York, New York 10020, Attn: Harrison Denman (harrison.denman@whitecase.com), Laura Garr (laura.garr@whitecase.com), and Trudy Smith (trudy.smith@whitecase.com), and Richards, Layton & Finger, P.A., 920 N. King Street | Wilmington, DE 19801, Attn: Paul N. Heath (heath@rlf.com) and Amanda R. Steele (steele@rlf.com).Parties

~~The~~In ~~foregoing~~the ~~summary~~Company’s ofmost recent monthly operating report (the ~~Solicitation~~“Monthly ~~Procedures~~Operating ~~Order~~reports”) ~~does~~filed ~~not~~with ~~purport~~the toBankruptcy beCourt ~~complete~~filed ~~and~~on isApril ~~qualified~~26, in2024, ~~its~~the ~~entirety~~Company byreported ~~reference~~total toassets ~~the~~of ~~Solicitation~~approximately ~~Procedures Order~~$114,952,260 ~~which~~and istotal ~~furnished~~liabilities of approximately $69,862,766 as ~~Exhibit~~of 99March 31, 2024.1 This financial information has not been audited or reviewed by an independent registered public accounting firm and may be subject to ~~this~~future ~~Form 8-K~~reconciliation or adjustments. This information should not be viewed as indicative of future results.

~~Additional~~Item ~~information~~5.02 Departure ~~is set forth in the Notice~~ of ~~(A)~~Directors ~~Commencement of Prepackaged Chapter 11 Bankruptcy Cases, (B) Combined Hearing on the Debtor’s Combined Disclosure Statement~~ and ~~Prepackaged~~Certain ~~Chapter~~Officers; 11Election ~~Plan~~ of ~~Reorganization,~~Directors; ~~and~~Appointment ~~Related Matters, (C) Assumption~~ of ~~Executory~~Certain ~~Contracts~~Officers; ~~and~~Compensatory ~~Unexpired~~Arrangements ~~Leases and Cure Costs, (D) Objection Deadlines, and (E) Summary~~ of ~~the~~Certain ~~Plan of Reorganization (the “Combined Hearing Notice”)~~Officers. ~~The Combined Hearing Notice is furnished as Exhibit 99.2 to this Form 8-K.~~

~~Interim~~On ~~Stock~~April ~~Procedures~~25, ~~Order~~2024, in connection with Plan and termination of their employment agreements, upon the Effective Date, each of the Company’s named executive officers (Craig Denson, Leah Schweller, and Jim Biehl) will be separated from and will no longer be officers of the Company. On or about the same date, each member of the Company’s board of directors (Amy Hanson, Craig Denson, Andrew Fox, Benjamin Carson, Jr., Justin Deutsch, Gary Jacobs, Chantel Lenard and Jacky Wu) tendered his or her resignation to the Company, to be effective upon the Effective Date.

~~Under~~Item the Interim Stock Procedures Order, formally titled the Interim Order (I) Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Shares of, or Worthless Stock Deductions with Respect to, Stock of the Debtor and (II) Granting Related Relief, the Bankruptcy Court established procedures surrounding certain transfers of common stock of the Debtor and restricting the ability of certain shareholders to take worthless stock deductions on their income tax returns with respect to their shares in the Debtor8. Under the Interim Stock Procedures Order, any purchase, sale, or other transfer of, or claim of worthlessness with respect to, the common stock of the Debtor in violation of the procedures set forth therein will be null and void01. ~~All~~ Other ~~registered holders of common stock of the Debtor have been served with a copy of the Combined Hearing Notice as required by the Interim Stock Procedures Order~~Events. ~~For~~ a full description of these procedures, a copy of the Interim Stock Procedures Order, as well as all other orders entered in the Chapter 11 Case including the Interim DIP Order and the Solicitation Procedures Order, is available free of charge on the Debtor’s restructuring website at https://dm.epiq11.com/ChargeEnterprises, via PACER on the Court’s website at https://ecf.deb.uscourts.gov for a fee, or may be obtained upon request of the Debtor’s proposed counsel by contacting Cathy Greer, paralegal, at 302-467-4216 or cathy.greer@faegredrinker.com). The documents and other information available via website or elsewhere are not part of this Form 8-K and shall not be deemed incorporated herein.

~~The~~Monthly ~~foregoing~~Operating summary of the Interim Stock Procedures Order does not purport to be complete and is qualified in its entirety by reference to the Interim Stock Procedures Order, which is furnished as Exhibit 99.3 to this Form 8-K.Reports

~~Item~~On 2April 26, 2024, the Debtor filed a Monthly Operating Report with the Bankruptcy Court for the month ended March 31, 2024.03 The Monthly Operating Report is available for review free of charge at https://dm. ~~Creation~~epiq11.com/ChargeEnterprises. The Monthly Operating Report and other information available on the Epic website are not part of athis ~~Direct~~Form ~~Financial~~8-K ~~Obligation~~and orare annot ~~Obligation~~deemed ~~under~~to ~~an Off~~be incorporated by reference in this Form 8-~~Balance~~K. Going forward, the Debtor ~~Sheet~~will ~~Arrangement~~no longer report the filing of Monthly Operating Reports on a ~~Registrant~~Form 8-K.

The information in Item 1.03 below under the heading “DIP Financing” is incorporated by reference into this Item 2.03.

~~Item~~Cautionary ~~2.04. Triggering~~Statement ~~Events~~Regarding ~~that Accelerate or Increase a Direct Financial Obligation or and Obligation under an Off-Balance Sheet Arrangement~~the Monthly Operating Report

AsThe ~~previously~~Company ~~disclosed,~~cautions ~~Charge~~investors ~~received~~and apotential ~~foreclosure~~investors ~~notice~~not ~~from~~to anplace ~~affiliate~~undue ofreliance ~~Arena~~upon ~~related to~~ the ~~Notes.~~information Incontained ~~connection~~in ~~with~~ the ~~entry into RSA~~ Monthly Operating Report, ~~Arena~~which ~~suspended~~was ~~further~~not ~~foreclosure~~prepared ~~efforts.~~for Inthe ~~addition,~~purpose ~~any~~of ~~efforts~~providing ~~to enforce~~ the ~~payment~~basis ~~obligations~~for ~~under~~an ~~the~~investment ~~Notes,~~decision ~~including~~relating ~~the~~to ~~commencement~~any of the ~~auction~~securities ~~sale, are automatically stayed as a result~~ of the ~~commencement~~Company. ofThe Monthly Operating Report ~~the~~is ~~Chapter~~limited 11in ~~Case~~scope, ~~described~~covers ina ~~Item~~limited ~~1.03~~time ~~above~~period, and ~~the~~has ~~lenders’~~been ~~rights~~prepared ofsolely ~~enforcement~~for inthe ~~respect~~purpose of ~~the~~complying ~~Notes~~with ~~are subject to~~ the ~~applicable~~reporting ~~provisions~~requirements of the Bankruptcy ~~Code~~Court.

The Monthly Operating Report ~~commencement~~was ofnot ~~the~~audited ~~Chapter~~or 11reviewed ~~Case~~by ~~may~~independent ~~also~~accountants, ~~constitute~~was anot ~~cross-default~~prepared ~~under~~in ~~certain~~accordance ~~other~~with ofgenerally ~~the~~accepted ~~Company’s~~accounting ~~debt~~principles ~~instruments~~in ~~and~~the ~~agreements~~United ~~that~~States ~~contain~~of ~~cross-default~~America ~~provisions~~(“GAAP”), ~~including~~is ~~the~~in ~~Loan~~a ~~Agreement~~format ~~dated~~prescribed ~~October~~by ~~21,~~applicable ~~2022,~~bankruptcy byrules and ~~between~~guidelines ~~the~~and ~~Company’s~~is ~~wholly-owned~~subject ~~subsidiaries,~~to ~~Nextridge,~~future ~~Inc.~~adjustment and ~~ANS~~reconciliation. ~~Advanced~~Furthermore, ~~Network~~the ~~Services,~~monthly ~~Inc.~~financial ~~and~~information ~~Pioneer~~contained ~~Bank~~in (the Monthly Operating Report ~~“ANS~~has ~~Facility”)~~not ~~and~~been subjected to the ~~Business~~same ~~Loan~~level ~~Agreement~~of ~~dated~~accounting ~~June~~review ~~19,~~and ~~2007~~testing bythat ~~and~~the ~~between~~Debtor Bwould Wapply ~~Electrical~~when ~~Services~~preparing ~~LLC~~quarterly and ~~Provident~~annual ~~Bank~~consolidated financial information in accordance with GAAP. Accordingly, asupon ~~amended~~the (application of such procedures, the ~~“BW~~Debtor ~~Facility”)~~believes that the financial information may be subject to change, and these changes could be material. There ~~are~~can ~~currently~~be no ~~amounts~~assurance ~~outstanding~~that, ~~under~~from the ~~ANS~~perspective ~~Facility~~of an investor or potential investor in the BWCompany’s ~~Facility~~securities, the Monthly Operating Report is complete. Results and projections set forth in the Monthly Operating Report should not be viewed as indicative of future results

~~Item~~Cautionary ~~7.01. Regulation~~Statements FDRelated ~~Disclosure~~to Forward Looking Statements

~~Disclosure~~This ~~Statement~~report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect current expectations or beliefs regarding future events or Charge's future performance. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", “potential”, "continues", "forecasts", "projects", "predicts", "intends", "anticipates", "targets" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. All forward-looking statements, including those herein, are qualified by this cautionary statement. Although Charge believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the ability to confirm and consummate a plan of reorganization in accordance with the terms of the RSA; the bankruptcy process, the Company’s ability to obtain approval from the bankruptcy court with respect to motions or other requests made to the bankruptcy court throughout the course of the Chapter 11 Case; the effects of the Chapter 11 Case on the liquidity, results of operations and business of the Company and its subsidiaries; the possibility and timing of a foreclosure auction of Company assets; the Company’s ability to negotiate with its secured lenders or enter into agreements for strategic alternatives; the Company’s ability to continue as a going concern during the Chapter 11 Case and going forward, the potential for governmental investigations and inquiries, regulatory actions and lawsuits; and other risks discussed in Charge’s filings with the SEC. Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive of the factors that may affect forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this report speak only as of the date of this press release or as of the date or dates specified in such statements. For more information on us, investors are encouraged to review our public filings with the SEC, including the factors described in the section captioned “Risk Factors” of Charge’s Annual Report on Form 10-K filed with the SEC on March 15, 2023, and subsequent reports we file from time to time with the SEC, including Charge’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2023, which are available on the SEC's website at www.sec.gov. Charge disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Pursuant to the RSA, the Company commenced and concluded the solicitation of votes on the Plan (the “Solicitation”) on March 6, 2024. In connection with the Solicitation, the Combined Plan & DS has been distributed to certain creditors of the Company that are entitled to vote under the Plan, a copy of which is furnished as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor a solicitation of consents from any holders of securities, nor shall there be any sale of securities or solicitation of consents in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Any solicitation or offer will only be made pursuant to the Combined DS & Plan and only to such persons and in such jurisdictions as is permitted under applicable law.

The Plan

As detailed in the Combined DS & Plan filed with the Bankruptcy Court, the Plan effects a balance-sheet restructuring of the Debtor by cancelling all existing preferred and common stock in the Debtor and converting funded secured debt of the Debtor into new common stock of the post-effective date Debtor, while providing for payment in full of all administrative, priority (if any), secured (if any), and general unsecured (i.e., non-subordinated) claims against the Debtor that have been allowed pursuant to the Plan or under the Bankruptcy Code.

Pursuant to the Plan, the Debtor must timely file its Schedule E/F, which will alert creditors whether and in what amount the Debtor has scheduled their claims, and whether such claims are scheduled as contingent, unliquidated, or disputed so as to provide creditors with the information necessary for such creditor to determine whether it wants to file a proof of claim form by the applicable bar date under the Plan.

Once the Plan has gone effective, and except as explicitly provided for in the Plan, the Debtor will be discharged of all claims and all interests of the Debtor will be terminated.

Additional Information on the Chapter 11 Case

Court filings and information about the Chapter 11 Case, including the as-entered orders, can be found at a website maintained by the Debtors’ claims agent, Epiq, at htpps://dm.epiq11.com/ChargeEnterprises. The documents and other information available via website or elsewhere are not part of this Form 8-K and shall not be deemed incorporated herein.

The information contained in this Item 7.01, including Exhibit 99.4, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01 Other Events

In accordance with the Notice Procedures Order and the Interim Stock Procedures Order referred to in Item 1.03, on March [12], 2024, the Company filed this report to publicly furnish notice of the commencement of the Chapter 11 Case and notice of the entry of the Interim Stock Procedures Order, a description of the relief granted therein, and an explanation as to how interested parties may receive a copy of the Interim Stock Procedures Order.

Cautionary Note Regarding the Company’s Securities

The Company cautions that trading in its securities, including the Common Stock, during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases. In particular, the Company expects that its stockholders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

Notice Regarding Forward-Looking Information

This report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect current expectations or beliefs regarding future events or Charge's future performance. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", “potential”, "continues", "forecasts", "projects", "predicts", "intends", "anticipates", "targets" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. All forward-looking statements, including those herein, are qualified by this cautionary statement. Although Charge believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the ability to confirm and consummate a plan of reorganization in accordance with the terms of the RSA; the bankruptcy process, the Company’s ability to obtain approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Case; the effects of the Chapter 11 Case on the liquidity, results of operations and business of the Company and its subsidiaries; the possibility and timing of a foreclosure auction of Company assets; the Company’s ability to negotiate with its secured lenders or enter into agreements for strategic alternatives; the Company’s ability to continue as a going concern during the Chapter 11 Case and going forward, the potential for governmental investigations and inquiries, regulatory actions and lawsuits; and other risks discussed in Charge’s filings with the U.S. Securities and Exchange Commission ("SEC"). Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive of the factors that may affect forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this report speak only as of the date of this press release or as of the date or dates specified in such statements. For more information on us, investors are encouraged to review our public filings with the SEC, including the factors described in the section captioned “Risk Factors” of Charge’s Annual Report on Form 10-K filed with the SEC on March 15, 2023, and subsequent reports we file from time to time with the SEC, including Charge’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2023, which are available on the SEC's website at www.sec.gov. Charge disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		Interim DIP Order, including the DIP Term Sheet as Exhibit 1 thereto.
2.1		Combined Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization (incorporated by reference to Exhibit 99.4 to the registrant's current report on Form 8-K filed on March 12, 2024).
99.1		~~Solicitation~~Confirmation ~~Procedures~~ Order for Combined Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization.
99.2		Combined Hearing Notice.
99.3		Interim Stock Procedures Order.
99.4		Debtor's Combined Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned duly authorized.

Dated: ~~March 12~~April 30, 2024

	CHARGE ENTERPRISES, INC.

	By:	/s/ Leah Schweller
		Leah Schweller Chief Financial Officer

Filing Compare · Charge Enterprises, Inc.