M&A - Focus Impact BH3 Acquisition Co

Form Type: 425

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125013411

Filing Summary: On April 7, 2025, Focus Impact BH3 Acquisition Company held a special meeting of stockholders where they approved the Extension Amendment Proposal. This proposal extends the deadline for the company to consummate a business combination from April 7, 2025, to May 7, 2025. Additionally, it allows the company to extend this termination date on a monthly basis for up to five additional months if requested by Focus Impact BHAC Sponsor, LLC. The Amendment was filed with the Secretary of State of Delaware on the same day. The stockholders voted overwhelmingly in favor, with 5,221,548 votes for the proposal and only 1 against. This report also notes that as part of a previous vote on February 27, 2025, shareholders redeemed 1,208,635 shares of Class A Common Stock for approximately $10.83 per share, totaling around $13.09 million. After redemptions, there are 4,103,489 shares of Class A Common Stock remaining, with a significant portion still held by public shareholders. The report warns of risks associated with the anticipated business combination with XCF Global Capital, Inc., cautions against relying on forward-looking statements, and notes the ongoing compliance with applicable law and regulations.

Document Link: View Document

Form Type: 425

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125013541

Filing Summary: On April 7, 2025, XCF Global Capital, Inc. announced the resignation of Turner, Stone & Company, L.L.P. as their independent registered accounting firm, which will take effect immediately. This change also affects New Rise Renewables, LLC, which had previously engaged Turner Stone before being acquired by XCF Global. The firm had issued unqualified reports for previous financial statements but expressed uncertainty about both companies' ability to continue as a going concern. No disagreements or reportable events were noted during the audit period. XCF Global has requested a letter from Turner Stone to confirm their agreement with statements made in the current report. This filing serves as a written communication under Rule 425 of the Securities Act.

Document Link: View Document

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125012896

Filing Summary: Focus Impact BH3 Acquisition Company filed a Form 425 pursuing a business combination with XCF Global, a company poised to become a leader in Sustainable Aviation Fuel (SAF). The document includes insights from CEO Mihir Dange about the growing SAF market, detailing XCF's production capabilities and its strategic agreements to meet the increasing demand for low-carbon fuel solutions in the aviation industry. XCF's production facility in Reno, Nevada, has an annual capacity of 38 million gallons, and the company plans expansion through additional facilities planned for Florida and North Carolina to further enhance production capacity to 159 million gallons annually by 2028. The NASDAQ listing is anticipated to strengthen XCF's growth prospects and investor engagement while addressing sustainability goals of airlines aiming for net-zero emissions. The report emphasizes the role of SAF in decarbonizing aviation and XCF's proactive measures to bridge the supply gap in the market. The partnership with Phillips 66 is highlighted as pivotal for supply chain stability, demonstrating XCF’s operational advantages and unique positioning in the sector.

Document Link: View Document

Form Type: DEF 14A

Filing Date: 2025-03-21

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009772

Filing Summary: Focus Impact BH3 Acquisition Company is soliciting stockholder votes regarding two key proposals at its upcoming special meeting on April 7, 2025. The first proposal, the Extension Amendment Proposal, seeks to amend the company's certificate of incorporation. This amendment would extend the deadline for completing a business combination from April 7, 2025, to May 7, 2025, and allow for monthly extensions for up to five additional months if requested by the Sponsor, Focus Impact BHAC Sponsor, LLC. Approval is necessary to facilitate a business combination, which involves merging with XCF Global Capital, Inc., after a prior approval by stockholders on February 27, 2025. The second proposal is the Adjournment Proposal, which would permit the adjournment of the meeting if there aren't sufficient shares of common stock represented to approve the primary proposal. These proposals aim to provide additional time to finalize the business merger, with warnings about the potential liquidation of BHAC if the business combination isn't completed by the set deadlines.

Document Link: View Document

Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Merger

Type: Update

Accession Number: 000114036125008682

Filing Summary: Focus Impact BH3 Acquisition Company filed a Current Report on Form 8-K concerning a Business Combination Agreement entered into on March 11, 2024, with several entities aimed at merging operations. The Business Combination was approved on February 27, 2025, at a special stockholder meeting. The completion of the merger is expected in the second quarter of 2025, contingent upon the satisfaction of certain closing conditions. The report includes marketing materials as Exhibits 99.1, 99.2, and 99.3 for use in investor meetings related to the Business Combination and emphasizes forward-looking statements about potential financial impacts and conditions surrounding the merger.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-03-14

Corporate Action: Merger

Type: Update

Accession Number: 000114036125008681

Filing Summary: On March 11, 2024, Focus Impact BH3 Acquisition Company entered into a Business Combination Agreement with Focus Impact BH3 NewCo, Inc., Focus Impact BH3 Merger Sub 1, LLC, Focus Impact BH3 Merger Sub 2, Inc., and XCF Global Capital, Inc. The Business Combination was approved at a special meeting of stockholders held on February 27, 2025, and is expected to be consummated in the second quarter of 2025, subject to certain closing conditions. Exhibits with marketing materials for potential investors were attached as part of this report. The document includes forward-looking statements regarding expectations of future performance and risks associated with the Business Combination.

Document Link: View Document

Form Type: 425

Filing Date: 2025-03-04

Corporate Action: Merger

Type: New

Accession Number: 000114036125006833

Filing Summary: On February 27, 2025, Focus Impact BH3 Acquisition Company held a special meeting of stockholders where the majority approved the Business Combination Proposal with XCF Global Capital, Inc. This follows a previously agreed Business Combination Agreement and the approval of a registration statement that was declared effective by the SEC on February 5, 2025. The Special Meeting had a quorum with stockholders representing 84.12% of voting power. The stockholders voted overwhelmingly in favor of the Business Combination, with 5,821,611 shares in support and no votes against or abstentions. The Business Combination is expected to be consummated in March 2025, at which point the Class A Common Stock of NewCo will be renamed XCF Global, Inc. and is expected to trade on The Nasdaq Capital Market under the ticker symbol 'SAFX'. Additionally, stockholders holding 1,208,570 shares of Class A Common Stock exercised their right to redeem shares for cash prior to the closing of the Business Combination, with a redemption deadline of February 25, 2025. The document also outlines potential risks associated with the forward-looking statements related to the completion of the Business Combination and future performance.

Document Link: View Document

Form Type: 425

Filing Date: 2025-03-04

Corporate Action: Merger

Type: New

Accession Number: 000114036125006968

Filing Summary: Focus Impact BH3 Acquisition Company announced that its stockholders have voted to approve a business combination with XCF Global Capital, Inc., a company focused on decarbonizing the aviation industry through Sustainable Aviation Fuel. The approval came during a special meeting held on February 27, 2025, with expected closure of the business combination in March 2025, contingent upon meeting certain conditions. Post-combination, the new entity will be named XCF Global, Inc., and is expected to trade under the ticker symbol 'SAFX' on The Nasdaq Capital Market, pending final listing approval. Advisors for this transaction include Cohen & Company Capital Markets, Height Capital Markets, and BTIG, LLC, among others.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-03-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125006832

Filing Summary: On February 27, 2025, Focus Impact BH3 Acquisition Company held a Special Meeting where stockholders approved a Business Combination Proposal with Focus Impact BH3 NewCo, Inc. This proposal allows for the consummation of a merger as detailed in the Business Combination Agreement established on March 11, 2024. The Registration Statement related to this was declared effective on February 5, 2025. Post-merger, the new entity, XCF Global, Inc., is expected to trade on The Nasdaq Capital Market. A total of 5,821,611 shares were represented in the vote, achieving 84.12% of the voting power, thereby confirming the approval needed for the transaction. A subset of stockholders also exercised their right to redeem their shares for cash prior to the merger closing. The anticipated completion of the Business Combination is expected to occur in March 2025, pending final conditions. Forward-looking statements indicate potential risks and uncertainties regarding the transaction's completion and anticipated benefits.

Document Link: View Document

Form Type: 425

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125005682

Filing Summary: Focus Impact BH3 Acquisition Company filed a report indicating that XCF Global Capital, Inc. has commenced commercial production of neat Sustainable Aviation Fuel (SAF) at New Rise Renewables, LLC, solidifying its role in decarbonizing the aviation industry. XCF has secured an irrevocable corporate purchase order for over 3 million gallons of SAF, with deliveries expected to start in early March 2025. The document outlines the company's commitment to innovation and the anticipated growth in production to meet industry demand. It includes statements from CEO Mihir Dange emphasizing the milestone of commercial production and outlines potential risks and uncertainties related to the business combination with New Rise Renewables. The report indicates a strong focus on regulatory compliance, customer relationships, and the integration of operations in future growth. Additionally, it stresses that this communication is not an offer or solicitation regarding securities in connection with the business combination, which has specific risks identified.

Document Link: View Document

Form Type: 425

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000114036125005339

Filing Summary: On February 20, 2025, Focus Impact BH3 Acquisition Company filed a Form 8-K disclosing a definitive proxy statement/prospectus for stockholder approval related to a business combination with XCF Global Capital, Inc. On February 19, XCF completed the acquisition of New Rise Renewables with a reduced purchase price of $1.1 billion. Various executive management changes were reported, including the hiring of Simon Oxley as CFO and the planned retirements of Joseph Cunningham and Stephen Goodwin. Key employment agreements were established for executive officers, including salary terms and severance rights. A strategic consulting agreement was also created for Focus Impact Partners, entitling them to annual fees and additional compensation for transaction-related services. Noteworthy changes in share ownership post-transaction were mentioned, including the waiving of transfer restrictions.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000114036125005337

Filing Summary: On February 6, 2025, Focus Impact BH3 NewCo Inc., a wholly owned subsidiary of Focus Impact BH3 Acquisition Company, filed a definitive proxy statement/prospectus for soliciting proxies for a special meeting aimed at approving a significant business combination agreement with XCF Global Capital, Inc. The transaction involved the acquisition of New Rise Renewables for $1.1 billion, which was finalized on February 19, 2025. The deal's completion involved specific share conversions for existing stakeholders: shares of Focus Impact would convert into shares of NewCo while XCF shares would convert into NewCo Class A Common Stock at a 0.74 ratio. Additionally, on February 20, 2025, a waiver on restrictions regarding the transfer of NewCo shares was granted, facilitating their immediate trade post-merger. Further details included agreements for executive compensation, consulting arrangements, and changes in management roles as part of the transition post-combination.

Document Link: View Document

Form Type: 425

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125003759

Filing Summary: On February 10, 2025, Focus Impact BH3 Acquisition Co. announced that the SEC declared the Form S-4 registration statement effective. This event marks a significant milestone in the proposed business combination between Focus Impact BH3 and XCF Global Capital, Inc., aimed at creating a company focused on sustainable aviation fuel (SAF). The combined entity is anticipated to trade on Nasdaq under the ticker 'SAFX' pending final approval. Focus Impact BH3 is planning a special meeting on February 27, 2025, to seek approval from its stockholders for the merger. If approved, the transaction is expected to close soon after. CEO Carl Stanton expressed confidence in the merger, highlighting XCF's potential in sustainable energy and capital markets, while XCF's Mihir Dange emphasized their goal to support airlines in meeting sustainability goals. Legal and financial advisors have been appointed to facilitate the merger process, and materials regarding the upcoming stockholder meeting have been distributed to stockholders. The press release details both companies' efforts towards operational synergies and sustainable practices following the merger.

Document Link: View Document

Form Type: DEFM14A

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000114036125003462

Filing Summary: Focus Impact BH3 Acquisition Company is pursuing a Business Combination Agreement with XCF Global Capital, Inc. that involves merging with and into its subsidiary, Focus Impact BH3 NewCo, Inc. Upon completion, Focus Impact will cease to exist, and the NewCo will become a publicly-traded entity named XCF Global, Inc. The merger entails the conversion of shares of Focus Impact’s Class A and Class B common stocks into shares of NewCo’s Class A common stock, and warrants of Focus Impact will convert into warrants of NewCo. The Business Combination is conditioned upon certain customary closing conditions and stockholder approvals, including a special meeting of stockholders scheduled for February 27, 2025. There is a risk of delisting from Nasdaq, and the Public Stockholders may face significant dilution of their ownership. Key stakeholders, including Randy Soule from New Rise, will retain significant control over the new entity post-merger.

Document Link: View Document

Form Type: 425

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000114036125001830

Filing Summary: Focus Impact BH3 Acquisition Company (BHAC) has filed a Form 8-K to disclose a Business Combination Agreement entered into with Focus Impact BH3 Newco, Inc. (NewCo) and XCF Global Capital, Inc. (XCF) regarding the potential business combination. This will result in NewCo becoming a new publicly traded company. The filing also includes an investor presentation as Exhibit 99.1 to provide information to potential investors. Additionally, the filing outlines forward-looking statements related to the business combination and various risks and uncertainties associated with it. A Registration Statement has been prepared and filed with the SEC containing important information about the business combination and related documents. BHAC's stockholders are encouraged to read the preliminary proxy statement/prospectus for detailed information about the business combination.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000114036125001820

Filing Summary: On January 23, 2025, Focus Impact BH3 Acquisition Co (BHAC) filed a Form 8-K to report its entry into a Business Combination Agreement with Focus Impact BH3 Newco, Inc. (NewCo) and XCF Global Capital, Inc. (XCF). This agreement pertains to the merger between BHAC and XCF, through which NewCo will become a new publicly traded entity. This Form 8-K includes an updated investor presentation to be used in investor meetings related to the Business Combination. The document outlines potential risks and uncertainties associated with the merger, including regulatory approvals and stockholder redemptions. It also elaborates on the anticipated future performance and impacts of the merger, along with a notification that the document is not to be deemed filed for Exchange Act liability purposes. Lastly, the report emphasizes the importance of reading the forthcoming proxy statement and registration statement concerning the Business Combination, as they will contain critical information for stakeholders.

Document Link: View Document

Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: New

Accession Number: 000114036124050508

Filing Summary: Focus Impact BH3 Acquisition Company has filed a communication pursuant to Rule 425 regarding its proposed business combination with XCF Global Capital. The document highlights an interview featuring Mihir Dange, CEO of XCF, discussing the company's path toward an Initial Public Offering (IPO). XCF operates as a Special Purpose Acquisition Company (SPAC), targeting innovative areas such as Sustainable Aviation Fuel (SAF). The communication outlines the anticipated IPO in the upcoming months and addresses potential risks and uncertainties linked to the business combination, which involves the acquisition of New Rise Renewables, LLC and New Rise SAF Renewables Limited Liability Company. Potential impacts on performance due to factors such as regulatory approvals, market conditions, and operational integration are also discussed, stressing the inherent risks associated with forward-looking statements. The communication directs stakeholders to read the detailed proxy statement/prospectus related to the business combination that will be filed with the SEC.

Document Link: View Document