M&A - Focus Impact BH3 NewCo, Inc.

Form Type: 8-K

Filing Date: 2025-06-12

Corporate Action: Merger

Type: New

Accession Number: 000114036125022325

Filing Summary: On June 6, 2025, XCF Global, Inc. completed a Business Combination involving a merger with Focus Impact BH3 NewCo, Inc. The process involved two principal transactions: the NewCo Merger, where Focus Impact merged into a wholly owned subsidiary, and the Company Merger, where XCF merged into NewCo, leading to NewCo being renamed XCF Global, Inc. Shareholders of Focus Impact and XCF received shares of New XCF Common Stock, with a conversion based on a pre-money equity value for XCF. A total of 142,120,364 shares were issued to equityholders, and additional shares were distributed as part of non-redemption agreements. The document details various related agreements including Registration Rights Agreements and Employment Agreements, and notes the cessation of trading for Focus Impact's securities on OTC Pink Marketplace as New XCF's stock began trading on The Nasdaq under the symbol 'SAFX.'

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000114036125021623

Filing Summary: On June 5, 2025, Focus Impact BH3 NewCo, Inc. entered into a waiver regarding certain conditions precedent to the Business Combination Agreement, originally dated March 11, 2024. This waiver involves NewCo, its parent Focus Impact BH3 Acquisition Company, and its subsidiaries, along with XCF Global Capital, Inc. The waiver asserts that specific conditions will not render the Business Combination Agreement void, such as the composition of NewCo's board post-merger and various contractual obligations related to financing and operations. The document outlines the potential challenges and uncertainties related to the merger and the various factors that could impact the merger's success, including regulatory approvals and market risks. The Business Combination is an important step for all parties involved, as it marks a significant corporate restructuring effort aimed at leveraging operational synergies between XCF and NewCo.

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000114036125021633

Filing Summary: Focus Impact BH3 NewCo, Inc. filed a Form 425 on June 6, 2025, related to its impending business combination with XCF Global Capital, Inc. The filing discusses the strategic appointment of new key executives, including Pamela Abowd as Chief Accounting Officer and Jonathan Seeley as Vice President, Treasurer, aimed at bolstering the company's financial operations ahead of its planned Nasdaq listing. The document details the execution of an equity line of credit purchase agreement with Helena Global Investment Opportunities I Ltd., designed to provide additional liquidity and support to pursue growth opportunities following the business combination. Furthermore, the filing emphasizes the potential risks and uncertainties surrounding the anticipated merger, including regulatory approvals, compliance challenges, and the capability to meet market expectations post-merger. The communication includes forward-looking statements denoting the projected outcomes of the merger, while cautioning against over-reliance on these projections due to inherent uncertainties.

Form Type: 8-K

Filing Date: 2025-06-06

Corporate Action: Merger

Type: Update

Accession Number: 000114036125021621

Filing Summary: On June 5, 2025, Focus Impact BH3 NewCo, Inc. entered into a waiver of certain business combination conditions precedent to the Business Combination Agreement originally dated March 11, 2024, involving Focus Impact BH3 Acquisition Company, its subsidiaries, and XCF Global Capital, Inc. The waiver documents conditions that will no longer prevent the completion of the merger, including board composition, pending agreements, and various operational matters. Key changes include board representation from both XCF and BHAC, and stipulations regarding financing and asset sale agreements. The filing reflects ongoing efforts to resolve regulatory and operational issues surrounding the merger and includes forward-looking statements about the intended benefits and risks associated with the transaction. Additional details have been included about financial expectations and potential risks resulting from the merger agreement.

Form Type: 425

Filing Date: 2025-06-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125021321

Filing Summary: On May 30, 2025, Focus Impact BH3 NewCo, Inc. entered into Amendment No. 3 to the Business Combination Agreement to extend the termination date for a business combination with XCF Global Capital, Inc. from May 31, 2025, to June 30, 2025. Additionally, NewCo executed an equity line of credit purchase agreement allowing the issuance of up to $50 million of Class A Common Stock to Helena Global Investment Opportunities I Ltd after the business combination's completion. A promissory note ('Helena Note') for $2 million was formed, with provisions for securing payments through shares and a commitment fee for shares issued to the investor. The document also detailed related promissory notes with GL SPV Part I LLC and others, capturing obligations and financial positions tied to business activities and financing strategies as XCF engages with creditors to stabilize operations. Furthermore, Pamela M. Abowd was appointed as Chief Accounting Officer with a base salary of $300,000, subject to performance bonuses and stock options.

Form Type: 8-K

Filing Date: 2025-06-03

Corporate Action: Merger

Type: Update

Accession Number: 000114036125021318

Filing Summary: On May 30, 2025, Focus Impact BH3 NewCo, Inc. and several other entities entered into Amendment No. 3 to the Business Combination Agreement which extended the termination date from May 31, 2025, to June 30, 2025. Additionally, on the same date, NewCo and XCF entered into an equity line of credit purchase agreement allowing NewCo to sell up to $50 million of Class A Common Stock to the Investor following the completion of their business combination. A commitment fee was paid with shares of XCF common stock. The parties also executed the Helena Note amounting to $2 million, with specific payment terms and guarantees involving additional shares from a shareholder. The report details several other promissory notes and agreements associated with financing, including those with GL SPV Part I LLC, Innovativ Media Group, and Narrow Road Capital, as well as defaults on significant loans and lease agreements which may disrupt operations and impact financial stability. The regulatory notice from Greater Nevada Credit Union emphasizes urgent required actions to address defaults within the reporting entity's operations, potentially disrupting business continuity and financing opportunities. It also mentions an executive appointment, detailing compensation and conditions of employment that relate to the ongoing merger process.

Form Type: 425

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000114036125021162

Filing Summary: On June 2, 2025, XCF Global Capital, Inc. disclosed the entry into an Amendment No. 3 to the Business Combination Agreement with Focus Impact BH3 NewCo, Inc. and other parties, extending the termination date from May 31, 2025, to June 30, 2025. This amendment relates to the previously announced business combination with Focus Impact BH3 Acquisition Company. Additionally, XCF Global Capital has engaged in various promissory notes and agreements, including those with GL SPV Part I LLC for significant amounts, which are part of their financing strategy leading up to the business merger. The company is actively working to secure the necessary financing to complete the merger and satisfy its financial obligations. Consequently, the document pertains primarily to changes around the corporate action related to the merger with Focus Impact.

Form Type: 10-Q

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000114036125020784

Filing Summary: Focus Impact BH3 NewCo, Inc., incorporated on March 6, 2024, filed its quarterly report on Form 10-Q for the period ended March 31, 2025. The company is a Delaware corporation and a wholly-owned subsidiary of Focus Impact BH3 Acquisition Company. NewCo is in the process of a significant business combination with FI BH3 and XCF Global Capital, Inc., structured in two steps: the merger of FI BH3 with Merger Sub 1, and subsequently Merger Sub 2's merger with XCF. The business combination will create a new publicly traded company and is expected to close in the first half of 2025 following stockholder approvals and regulatory compliances. As of the filing date, NewCo reported no significant assets, a stockholder's deficit of approximately $1.28 million, and a net loss for the quarter of $6,100. The company highlighted uncertainties surrounding the ability to complete the merger due to market risks and liquidity concerns, especially considering its reliance on financing from its parent and limited cash resources. As of May 29, 2025, there were 100 shares of common stock issued and outstanding. The report outlines financial statements including balance sheets, statements of operations, stockholder's deficit, and cash flows, emphasizing that NewCo is classified as an emerging growth company under the JOBS Act, affecting its reporting obligations.

Form Type: 425

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000114036125020528

Filing Summary: Focus Impact BH3 NewCo, Inc. is involved in a business combination with XCF Global Capital Inc., which is focusing on the production of sustainable aviation fuel (SAF) and aims to achieve an annual production capacity of 159 million gallons of SAF by 2028. The document details an interview discussing XCF's future plans, including the expansion of production facilities across the US, the establishment of a long-term supply agreement with Phillips 66, and the strategy for capital-efficient growth. XCF seeks to go public through a special purpose acquisition company (SPAC) and is navigating various market risks and regulatory environments while positioning itself for rapid expansion, both domestically and internationally, particularly in Europe and Asia. The forward-looking statements caution potential investors about the inherent risks and uncertainties associated with the business combination and the performance expectations of the companies involved. Regulatory details and the necessity for compliance with various legal requirements are also highlighted, indicating significant complexities in the merger process.

Form Type: 425

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000114036125017992

Filing Summary: Focus Impact BH3 NewCo, Inc. is filing this document related to a business combination with XCF Global Capital, Inc., which was announced in a publication on May 6, 2025. This communication includes forward-looking statements reflecting the expectations of both companies regarding the future performance and financial impacts of the business combination. Various risks and uncertainties may affect the actual results, including market conditions, regulatory delays, and operational disruptions. The document provides an overview of potential issues that could arise affecting the closing and success of the transaction, as well as statements concerning the completion of necessary regulatory approvals. It emphasizes that the forward-looking statements should not be relied upon as guarantees of future performance and warns investors against undue reliance on these projections. Additionally, it clarifies that this communication does not constitute an offer or solicitation for securities, and any such offerings must be conducted according to legal requirements.

Form Type: SP 15D2

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000114036125017562

Filing Summary: Focus Impact BH3 NewCo, Inc. filed a special financial report as it was required to provide certified financial statements for the fiscal year ended December 31, 2024. This submission comes in accordance with Rule 15d-2 due to the effective date of its Registration Statement on Form S-4, which took place on February 5, 2025. The business combination involves a merger between Focus Impact BH3 Acquisition Company (FI BH3), its wholly-owned subsidiaries, and XCF Global Capital, Inc. This will lead to NewCo becoming a publicly traded entity. The document outlines the financial position of NewCo, reporting total liabilities at $1,277,753 and a stockholder’s deficit of a corresponding amount, indicating operational challenges and reliance on parent company funding. The report emphasizes the anticipated merger's implications for NewCo's finances and outlines various factors that may impact the closing of the merger in the second quarter of 2025.

Form Type: 425

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000114036125016441

Filing Summary: Focus Impact BH3 NewCo, Inc. has filed a communication regarding a business combination with XCF Global Capital, Inc. on April 29, 2025. The communication includes forward-looking statements that provide insights into the anticipated performance and financial impacts of the business combination. It outlines several risks and uncertainties potentially affecting the transaction, including changes in financial and legal conditions, ability to meet stock exchange listing standards post-merger, and the impact of regulatory approvals. It emphasizes that forward-looking statements should not be relied upon for guarantees of future performance and stresses the inherent uncertainties involved. The document further clarifies that this is not an offer or solicitation to buy securities, and any offering will comply with applicable securities laws.

Form Type: 425

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000114036125015506

Filing Summary: Focus Impact BH3 NewCo, Inc. filed a Form 425 regarding its business combination with XCF Global Capital, Inc. The document details a discussion about the growth and future of sustainable aviation fuel (SAF), mentioning significant investments and expected market evolution due to increasing demand for decarbonization within the aviation sector. The CEO of XCF Global, Mihir Dange, highlights the company’s role in developing SAF production facilities and emphasizes the importance of domestic feedstocks, particularly corn and soybeans, in meeting future production demands. Dange predicts a 100x growth in SAF over the next decade, aided by agriculture, and discusses the need for patience and innovation among farmers. The document addresses the complexities of SAF production compared to traditional biofuels, with unique challenges and technologies required. It also outlines potential risks associated with the business combination, including regulatory challenges and market uncertainties, along with the expected benefits of the collaboration as it seeks to dominate the SAF market.

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125012897

Filing Summary: Focus Impact BH3 NewCo, Inc. filed a Form 425 document, detailing its strategic positioning and future plans in the sustainable aviation fuel (SAF) market through its acquisition of XCF Global, a dedicated SAF producer. The document reports on an exclusive interview with Mihir Dange, CEO of XCF, emphasizing the significant growth potential of the SAF market driven by increasing regulatory support, corporate demand, and airline commitments to net-zero emissions. XCF Global’s New Rise Reno facility, which is operational with a capacity of 38 million gallons of neat SAF annually, is highlighted as a key asset. The document outlines XCF's future production capabilities, mentioning plans for additional facilities in Nevada, Florida, and North Carolina, potentially increasing capacity to 159 million gallons by 2028. Dange also mentions the company’s NASDAQ debut, which is expected to enhance shareholder engagement and attract institutional investment. In discussing competitive advantages, the interview points out XCF’s unique position as a pure-play SAF producer with established partnerships and access to diverse feedstocks, enabling it to meet the surging demand for low-carbon aviation solutions while maintaining meaningful ESG impact. The overall summary of the company’s objectives paints a picture of aggressive growth and leadership in a rapidly evolving market for sustainable fuels.

Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125008683

Filing Summary: Focus Impact BH3 Acquisition Company has reported a Business Combination Agreement with Focus Impact BH3 NewCo, Inc., along with two wholly owned subsidiaries, and XCF Global Capital, Inc. The Business Combination was approved by stockholders on February 27, 2025, and is expected to conclude in the second quarter of 2025, subject to certain conditions. Attached exhibits include marketing materials for potential investors concerning this merger. Forward-looking statements regarding anticipated performance and uncertainties surrounding the merger were also included, highlighting various risks that could affect the transaction's success.

Form Type: 425

Filing Date: 2025-03-04

Corporate Action: Merger

Type: New

Accession Number: 000114036125006834

Filing Summary: On February 27, 2025, Focus Impact BH3 Acquisition Company held a Special Meeting in connection with the Business Combination Agreement signed on March 11, 2024, concerning Focus Impact BH3 NewCo, Inc. The stockholders of Focus Impact approved the Business Combination Proposal, with a total of 5,821,611 shares represented, which constituted 84.12% of the voting power of all common stock as of the record date. The proposal was approved without any opposition or abstentions. Following the approval, the transactions are expected to close in March 2025, with the Class A Common Stock of NewCo to be renamed XCF Global, Inc. and traded under a new ticker, 'SAFX', on The Nasdaq Capital Market, pending final listing approval. Stockholders redeemed 1,208,570 shares of Class A Common Stock for cash prior to the vote. The document discusses the regulatory filing aspects and forward-looking statements regarding the completion of the Business Combination, potential risks, and uncertainties involved with the merger.

Form Type: 425

Filing Date: 2025-03-04

Corporate Action: Merger

Type: New

Accession Number: 000114036125006969

Filing Summary: Focus Impact BH3 Stockholders have voted to approve a business combination with XCF Global Capital, Inc., a leader in decarbonizing the aviation industry. This decision was made during a special meeting held on February 27, 2025. The Business Combination is expected to close in March 2025, provided certain closing conditions are satisfied or waived. Once completed, the new entity will operate as 'XCF Global, Inc.' and its Class A common stock will be listed on The Nasdaq Capital Market under the ticker symbol 'SAFX', contingent on final listing approval. The press release outlines the involvement of various financial and legal advisors to both companies and highlights XCF's mission to advance sustainable aviation fuel. The document also explains potential risks and uncertainties regarding the business combination, as well as forward-looking statements about future performance and operational integration.

Form Type: 425

Filing Date: 2025-02-24

Corporate Action: Merger

Type: Update

Accession Number: 000114036125005678

Filing Summary: Focus Impact BH3 NewCo, Inc. announced the initiation of a business combination with XCF Global Capital, Inc., which includes New Rise Renewables. A significant milestone has been reached as New Rise begins commercial production of Sustainable Aviation Fuel (SAF) and has secured its first order for over 3 million gallons. The commercial operation at New Rise aims to meet the rising demand for clean energy solutions in the aviation sector. Key figures, including CEO Mihir Dange, emphasized their commitment to decarbonization and innovation in aviation fuel production. The anticipated delivery of SAF is set to begin in early March 2025. This development is part of a broader corporate strategy linked to a pending business combination, with additional details provided in a definitive proxy statement/prospectus mailer sent to stockholders. The forward-looking statements discuss various risks and uncertainties that could potentially affect the anticipated benefits of this business combination, including changes in market conditions and regulatory approval processes.

Form Type: 425

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000114036125005341

Filing Summary: On February 20, 2025, Focus Impact BH3 Acquisition Company filed a Form 8-K concerning a significant business combination transaction involving its wholly owned subsidiary, Focus Impact BH3 NewCo Inc., and XCF Global Capital, Inc. A definitive proxy statement/prospectus was filed on February 6, 2025, soliciting proxies for a special meeting of stockholders to approve the Business Combination Agreement. Key financial details indicate that the acquisition of New Rise Renewables was completed on February 19, 2025, for a total purchase price of $1.1 billion after adjustment for debts, resulting in 88,126,200 shares of XCF common stock issued to RESC Renewables Holdings, LLC. The closing date assumptions and potential share conversions were outlined, detailing share distributions post-merger, including a complete waiver of transfer restrictions on NewCo shares effective as of February 20, 2025. Noteworthy management changes were introduced, with executive employment agreements effective as of February 14, 2025, being set to convert into NewCo agreements. The management structure is expected to evolve with new titles and compensations as they assume roles in NewCo upon merger completion, emphasizing potential conflicts of interest regarding consulting agreements tied to the merger process.

Form Type: S-4/A

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000114036125001348

Filing Summary: On January 17, 2025, Focus Impact BH3 NewCo, Inc. announced its intention to undergo a Business Combination with XCF Global Capital, Inc. Following the merger agreement dated March 11, 2024, Focus Impact will merge with its subsidiaries to form a public entity named XCF Global, Inc. Upon closing, shares of Focus Impact Class A and Class B common stock will convert into an equivalent number of shares in NewCo, and shares of XCF common stock will convert based on a predetermined ratio. The Business Combination hinges on the approval of shareholders at a special meeting, emphasizing the need for stakeholder consensus to finalize the merger. Key details include the conversion ratio for shares, the treatment of warrants, and the governance structure post-merger, along with a firm deadline of February 7, 2025, to complete the transaction. Notably, the company received a delisting notice from Nasdaq in October 2024, which has affected the liquidity and trading status of its securities, subsequently trading on the OTC Pink Marketplace. Share ownership post-merger projects varying percentages based on shareholder redemptions, projecting a significant dilution for current public stockholders unless a majority decides to retain their shares.

Form Type: CORRESP

Filing Date: 2024-07-30

Corporate Action: Merger

Type: Update

Accession Number: 000114036124034990

Filing Summary: Focus Impact BH3 NewCo, Inc. submitted a response to comments from the SEC regarding their Draft Registration Statement on Form S-4. Key updates include details about the business combination where shares of Focus Impact’s Class A and Class B common stocks will convert to shares of NewCo’s common stock post-merger. The company addresses comments pertaining to the terms of PIPE financing, expected ownership structures, and stockholder proposals related to the business combination. The document outlines specific revisions made to ensure compliance with SEC feedback, including clarifications on stockholder votes, potential conflicts of interest, and the introduction of transparency regarding the sponsor’s interests in the proposed transaction. Furthermore, the company has confirmed that both the NewCo Charter and Bylaws will undergo approval prior to the merger completion. These revisions are aimed at addressing SEC's concerns, ensuring that full disclosure is provided to investors about the business combination, market risks, and the financial impact of proposed actions. There are also discussions about expected timelines for operational facilities and explanation of scientific terms relevant to the business strategy. Overall, this letter facilitates the ongoing preparation for the necessary regulatory approvals before the completion of the merger with XCF Global Capital, Inc., and the intended transition into NewCo.