Sec Form 5 Filing - Gabriel 613 Trust @ Charge Enterprises, Inc. - 2021-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gabriel 613 Trust 2. Issuer Name and Ticker or Trading Symbol Charge Enterprises, Inc. [ CRGE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O LAW OFFICES OF EVAN BERGER, 445 PARK AVENUE, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2021 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $.0001 per share ( 1 ) 10/28/2021 C V 15,377,448 A 35,593,906 D Common Stock, par value $.0001 per share 12/17/2021 S V 4,500,000 D $ 0.2222 ( 2 ) 31,093,906 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 3 ) 10/22/2021 G V 500,000 ( 3 ) ( 3 ) Common Stock 15,377,448 ( 3 ) ( 4 ) 500,000 D Series A Preferred Stock ( 3 ) 10/28/2021 C V 500,000 ( 3 ) ( 3 ) Common Stock 15,377,448 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gabriel 613 Trust C/O LAW OFFICES OF EVAN BERGER 445 PARK AVENUE, 9TH FLOOR NEW YORK, NY10022 X Signatures /s/ Evan Berger, as Trustee of the Gabriel 613 Trust 01/26/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Common Stock received on October 28, 2021 in connection with the conversion of all of the Issuer's outstanding shares of Series A Preferred Stock into Common Stock. ( 2 )On December 17, 2021, the Reporting Person sold 4,500,000 shares of Common Stock to Arena Investors, LP and certain of its affiliates ("Arena") in a private sale for aggregate consideration of $1,000,000 plus an option to acquire certain assets of Arena. ( 3 )The Series A Preferred Stock were immediately exercisable upon their issuance and at the sole option of the holders. On October 28, 2021, all of the outstanding shares of the Issuer's Series A Preferred Stock were converted into shares of Common Stock. ( 4 )Shares of Series A Preferred Stock received as a bona fide gift from KORR Acquisitions Group, Inc.

Remarks: The Reporting Person is an irrevocable trust formed in 2021 for estate planning purposes by its settlor, who is neither a trustee nor a beneficiary of the Reporting Person, in accordance with the laws of the State of New York. Evan Berger is the sole trustee of the Reporting Person and is not a beneficiary of the Reporting Person. As trustee, Mr. Berger may be deemed to have beneficial ownership of the securities held by the Reporting Person. This report shall not be deemed an admission that Mr. Berger is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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