Focus Impact BH3 Newco and XCF waive key closing conditions for merger; board set at 6 with XCF majority

XCF Global, Inc.

Waiver dated June 5, 2025, allows merger to close despite certain unresolved conditions.
Post-merger board: 4 XCF designees (Dange, Anderson, Cockrell, Kim), 1 BHAC designee (Thorn), 1 independent (McCain).
Conditions waived: Greater Nevada Credit Union loan, Twain Ground Lease, SAF production issues, Phillips 66 right of first refusal.
Waived requirements: execution of Amended Key Agreement and purchase of Company Service Level Insurance Coverage pre-closing.
All other terms of the Business Combination Agreement remain in full force and effect.

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