Focus Impact BH3 SPAC enters $1.75B business combination with XCF Global Capital

Focus Impact BH3 Acquisition Co

XCF pre-money equity value of $1.75B; XCF shareholders get NewCo common stock at $10 per share.
Closing requires acquisition of New Rise Renewables and execution of a key supply & offtake agreement.
Sponsor and certain XCF stockholders agree to lock-up on NewCo shares for 12 months post-close.
BHAC must obtain at least $50M in additional financing for the deal to proceed.
Deal must close by Sept 11, 2024 (auto-extendable to Nov 11) or either party may terminate.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Focus Impact BH3 Acquisition Co entered into Business Combination Agreement with XCF Global Capital, Inc. (effective 2024-03-11).

Action: entry
Agreement: merger
Counterparty: XCF Global Capital, Inc.
Effective: 2024-03-11

Exact text from the filing

On March 11, 2024, BHAC entered into a Business Combination Agreement (the “Business Combination Agreement”) with Focus Impact BH3 Newco, Inc.

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Source: SEC EDGAR

accession 0001140361-24-012745

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