Focus Impact BH3 Acquisition Co announces key events

Focus Impact BH3 Acquisition Co (OTC Pink: BHAC), a special purpose acquisition company with a market capitalization of $73 million, has reported several significant developments, including financial transactions and executive management changes, according to its latest SEC filing. According to InvestingPro data, the company currently trades at a high P/E ratio of 72x and near its 52-week low of $10.16.

On February 13, 2025, XCF Global Capital, Inc. entered into a promissory note agreement with GL Part SPV I, LLC for $1.2 million, with net proceeds of $1.0 million. The note, which is unsecured and bears an interest of $0.2 million, is due within 30 days of any customer payment to XCF or upon an event of default.

As part of the deal, XCF issued 200,000 shares of its common stock to GL. This transaction increased XCF’s total liabilities by $1.2 million on a pro forma basis. InvestingPro analysis indicates the company’s current ratio stands at 0.08, suggesting significant liquidity constraints as short-term obligations exceed liquid assets.

The following week, on February 19, XCF completed the acquisition of New Rise Renewables for a reduced aggregate purchase price of $1.1 billion, accounting for New Rise Renewable’s outstanding debt. RESC Renewables Holdings, LLC received 88,126,200 shares of XCF common stock in exchange for its membership units. Additionally, XCF issued a convertible promissory note to RESC Renewables for $100,000,000.

In conjunction with these financial moves, Focus Impact BH3 Acquisition Co announced the appointment of Simon Oxley as Chief Financial Officer effective February 14, 2025, ahead of the anticipated completion of a business combination with XCF. Joseph Cunningham, the current Chief Accounting Officer and director, and Stephen Goodwin, the Chief Business Development Officer and director, have both announced their intent to retire and resign from their positions prior to the business combination’s completion.

Separation agreements are expected to be finalized with both Cunningham and Goodwin, detailing cash payments and stock compensation.

Furthermore, on February 19, 2025, XCF entered into a strategic consulting agreement with Focus Impact Partners, LLC. The agreement outlines an annual consulting fee of $1,500,000 and additional fees for consulting services related to specific transactions. This agreement has a term of three years, with automatic one-year extensions unless terminated with at least 90 days’ notice.

The filing also disclosed the waiver of lock-up restrictions related to the business combination, meaning that no shares of NewCo Class A Common Stock will be subject to contractual transfer restrictions upon completion of the business combination.

The SEC filing provides a detailed account of the share ownership impacts of these events, outlining the distribution of shares among various stakeholders, including XCF Equityholders, the Former Sponsor, Public Stockholders, and others.

This report is based on a press release statement and reflects information available as of the date of the filing. InvestingPro analysis reveals a concerning financial health score of 1.64 (labeled as WEAK) and an Altman Z-Score of -0.68, indicating potential financial distress. Subscribers to InvestingPro can access 6 additional key insights and over 30 financial metrics to better understand the company’s financial position.

In other recent news, Focus Impact BH3 Acquisition Co has amended its Business Combination Agreement with XCF Global Capital, Inc. to extend the merger deadline. The new deadline for completing the merger is now set for March 31, 2025, as detailed in an 8-K filing with the U.S. Securities and Exchange Commission. This extension provides additional time for the companies to finalize the proposed transaction, which was initially agreed upon earlier in the year.

The amendment also follows the registration of a Form S-4 with the SEC, which includes a prospectus for the securities to be issued in the merger and a proxy statement for BHAC stockholders. The registration statement’s effective date is pending, and it will offer essential information regarding the merger and proxy solicitation. The directors and executive officers of both companies may participate in the solicitation of proxies related to the business combination.

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