--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-052141" form_type: "8-K" ticker: null cik: "0001851612" company_name: "Focus Impact BH3 Acquisition Co" filed_at: "2023-11-08T23:59:59+00:00" generated_at: "2026-06-08T10:53:57.665472+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # BH3 Acquisition completes sponsor change, new CEO/board, secures $1.2M from Polar ## Summary - New sponsor Focus Impact BHAC purchased 3.7M shares and 4.16M warrants for $16,288; underwriter waived $8.05M deferred fee. - Carl Stanton appointed CEO, Ernest Lyles CFO, Wray Thorn CIO; five new directors added, five resigned. - Polar Multi-Strategy Master Fund agreed to provide up to $1.2M in working capital; repayment at De-SPAC in cash or shares at $10/share. - Working capital and extension promissory notes (~$1.26M total) terminated. - Company renamed to Focus Impact BH3 Acquisition Company; no stockholder vote needed. ## SEC filing metadata - accession: 0001140361-23-052141 - form_type: 8-K - cik: 0001851612 - company_name: Focus Impact BH3 Acquisition Co - filed_at: 2023-11-08T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 1.02, 3.02, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/ef20014212_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-052141 - JSON: https://secwatch.observer/filing/0001140361-23-052141.json - Plain text: https://secwatch.observer/filing/0001140361-23-052141.txt ## Key facts - Executive change Troy Carter was appointed as Member of the Board of Directors at Focus Impact BH3 Acquisition Co. - Action: appointed - Role: Member of the Board of Directors source text: the Board appointed Carl Stanton, Ernest Lyles, Wray Thorn, Troy Carter and Dia Simms to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Daniel Adan resigned as Member of the Board of Directors at Focus Impact BH3 Acquisition Co. - Action: resigned - Role: Member of the Board of Directors source text: Gregory Freedman, Daniel Adan, Dwight “ Arne ” Arnesen, Jonathan Roth and Mark Rose resigned as members of the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Carl Stanton was appointed as Chief Executive Officer at Focus Impact BH3 Acquisition Co. - Action: appointed - Role: Chief Executive Officer source text: the Board appointed Carl Stanton as Chief Executive Officer of the Company, Ernset Lyles as Chief Financial Officer of the Company and Wray Thorn as Chief Investment Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Carl Stanton was appointed as Member of the Board of Directors at Focus Impact BH3 Acquisition Co. - Action: appointed - Role: Member of the Board of Directors source text: the Board appointed Carl Stanton, Ernest Lyles, Wray Thorn, Troy Carter and Dia Simms to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Dia Simms was appointed as Member of the Board of Directors at Focus Impact BH3 Acquisition Co. - Action: appointed - Role: Member of the Board of Directors source text: the Board appointed Carl Stanton, Ernest Lyles, Wray Thorn, Troy Carter and Dia Simms to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Gregory Freedman resigned as other_named_officer at Focus Impact BH3 Acquisition Co. - Action: resigned source text: Daniel Lebensohn, Gregory Freedman and Michelle Guber resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Wray Thorn was appointed as Chief Investment Officer at Focus Impact BH3 Acquisition Co. - Action: appointed - Role: Chief Investment Officer source text: the Board appointed Carl Stanton as Chief Executive Officer of the Company, Ernset Lyles as Chief Financial Officer of the Company and Wray Thorn as Chief Investment Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Wray Thorn was appointed as Member of the Board of Directors at Focus Impact BH3 Acquisition Co. - Action: appointed - Role: Member of the Board of Directors source text: the Board appointed Carl Stanton, Ernest Lyles, Wray Thorn, Troy Carter and Dia Simms to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Ernest Lyles was appointed as Member of the Board of Directors at Focus Impact BH3 Acquisition Co. - Action: appointed - Role: Member of the Board of Directors source text: the Board appointed Carl Stanton, Ernest Lyles, Wray Thorn, Troy Carter and Dia Simms to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Mark Rose resigned as Member of the Board of Directors at Focus Impact BH3 Acquisition Co. - Action: resigned - Role: Member of the Board of Directors source text: Gregory Freedman, Daniel Adan, Dwight “ Arne ” Arnesen, Jonathan Roth and Mark Rose resigned as members of the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Daniel Lebensohn resigned as other_named_officer at Focus Impact BH3 Acquisition Co. - Action: resigned source text: Daniel Lebensohn, Gregory Freedman and Michelle Guber resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Ernest Lyles was appointed as Chief Financial Officer at Focus Impact BH3 Acquisition Co. - Action: appointed - Role: Chief Financial Officer source text: the Board appointed Carl Stanton as Chief Executive Officer of the Company, Ernset Lyles as Chief Financial Officer of the Company and Wray Thorn as Chief Investment Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Michelle Guber resigned as other_named_officer at Focus Impact BH3 Acquisition Co. - Action: resigned source text: Daniel Lebensohn, Gregory Freedman and Michelle Guber resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Jonathan Roth resigned as Member of the Board of Directors at Focus Impact BH3 Acquisition Co. - Action: resigned - Role: Member of the Board of Directors source text: Gregory Freedman, Daniel Adan, Dwight “ Arne ” Arnesen, Jonathan Roth and Mark Rose resigned as members of the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Dwight Arnesen resigned as Member of the Board of Directors at Focus Impact BH3 Acquisition Co. - Action: resigned - Role: Member of the Board of Directors source text: Gregory Freedman, Daniel Adan, Dwight “ Arne ” Arnesen, Jonathan Roth and Mark Rose resigned as members of the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Executive change Gregory Freedman resigned as Member of the Board of Directors at Focus Impact BH3 Acquisition Co. - Action: resigned - Role: Member of the Board of Directors source text: Gregory Freedman, Daniel Adan, Dwight “ Arne ” Arnesen, Jonathan Roth and Mark Rose resigned as members of the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Governance Changes Focus Impact BH3 Acquisition Co: Company changed its corporate name to 'Focus Impact BH3 Acquisition Company' by filing an amendment to its amended and restated certificate of incorporation (effective 2023-11-03). - Change: charter amendment - Effective: 2023-11-03 source text: On November 3, 2023, the Company changed its corporate name to "Focus Impact BH3 Acquisition Company", pursuant to an amendment to its amended and restated certificate of incorporation (the “Amendment”) filed with the Delaware Secretary of State on November 3, 2023 (the “Name Change”). evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Material Agreements Focus Impact BH3 Acquisition Co entered into Purchase Agreement with Focus Impact BHAC Sponsor, LLC valued at $16,288.27 (effective 2023-11-02). - Action: entry - Agreement: equity purchase - Counterparty: Focus Impact BHAC Sponsor, LLC - Value: $16,288.27 - Effective: 2023-11-02 source text: Focus Impact BH3 Acquisition Company (f/k/a/ Crixus BH3 Acquisition Company) (the “Company” or “we”), Crixus BH3 Sponsor LLC (the “Sponsor”) and Focus Impact BHAC Sponsor, LLC (the “New Sponsor”) entered into a Purchase Agreement (the “Purchase Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Material Agreements Focus Impact BH3 Acquisition Co entered into Subscription Agreement with Polar Multi-Strategy Master Fund valued at up to $1,200,000 (effective 2023-11-03). - Action: entry - Agreement: equity purchase - Counterparty: Polar Multi-Strategy Master Fund - Value: up to $1,200,000 - Effective: 2023-11-03 source text: the Company entered into a subscription agreement (the “Subscription Agreement”) with the New Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party, pursuant to which Polar agreed to make certain capital contributions to the Company of up to $1,200,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm - Material Agreements Focus Impact BH3 Acquisition Co terminated a credit facility with Sponsor valued at approximately $910,000 (effective 2023-11-02). - Action: termination - Agreement: credit facility - Counterparty: Sponsor - Value: approximately $910,000 - Effective: 2023-11-02 source text: the “working capital” promissory note between the Company and the Sponsor, dated November 1, 2022 (in aggregate principal amount of approximately $910,000), and (y) the “extension” promissory note between the Company and the Sponsor, dated July 31, 2023 (in aggregate principal amount of approximately $350,881.44), were terminated. evidence_url: https://www.sec.gov/Archives/edgar/data/1851612/000114036123052141/0001140361-23-052141-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.