Focus Impact BH3 Acquisition Company Reports $5.27 Million Net Loss for 2024, Plans Business Combination with XCF Global Capital

Focus Impact BH3 Acquisition Company (formerly Crixus BH3 Acquisition Company) reported a net loss of $5.27 million for the year ended December 31, 2024, compared to a net income of $327,807 in 2023. The 2024 loss included a $321,730 loss from a change in fair value of a note payable, $5.56 million in operating costs (net of $353,505 in reimbursable expenses), and a $1.25 million change in fair value of a non-redemption agreement. These were partially offset by interest income, changes in fair value of derivative warrant liabilities, and an income tax benefit. The company's operating bank account held $19,669 at year-end, with a working capital deficit of $8.05 million.

Significant changes occurred during the year, including the closing of a purchase agreement on November 2, 2023, resulting in a change of sponsor and the transfer of shares and warrants. The company also underwent several charter amendments, extending its termination date to April 7, 2025 (with potential further extensions), and experienced multiple rounds of public share redemptions totaling 4,000,000 shares. As of December 17, 2024, the company had 5,312,124 shares of Class A common stock and 1,608,333 shares of Class B common stock outstanding. The company's securities were delisted from the Nasdaq Capital Market on October 14, 2024, and now trade on the OTC Pink Marketplace.

On March 11, 2024, the company entered into a business combination agreement with XCF Global Capital, Inc. This agreement, subject to customary closing conditions and stockholder approval, involves a two-step merger process resulting in XCF becoming a publicly traded company. The pre-money equity value of XCF is set at $1.75 billion, subject to adjustments. The agreement includes covenants, representations, and warranties, as well as termination rights for both parties. Reimbursable expenses related to the business combination are to be covered by XCF. The company expects to close the XCF Business Combination in the first half of 2025.

The company's financial statements reflect several key accounting policies, including fair value measurements for various financial instruments and the treatment of uncertain tax positions. The company's management has determined that its inability to sustain operations without additional financing raises substantial doubt about its ability to continue as a going concern. The company's executive officers and directors have not received any cash compensation, but will be reimbursed for out-of-pocket expenses. As of March 25, 2025, there was one holder of record of the company's units, three holders of record of its Class A common stock, thirty-three holders of record of its Class B common stock, and three holders of record of its warrants.

The company's outlook is tied to the successful completion of the business combination with XCF. Stockholders holding 1,208,570 shares of Class A common stock exercised their redemption rights in connection with the vote to approve the Business Combination. The company anticipates closing the XCF Business Combination in the first half of 2025, but acknowledges the substantial doubt about its ability to continue as a going concern if the business combination is not completed by the new termination date.