Announcement • Jun 07
XCF Global Capital, Inc completed the acquisition of Focus Impact BH3 Acquisition Company (NasdaqGM:BHAC) from Crixus BH3 Sponsor LLC, Focus Impact BHAC Sponsor, LLC, Polar Asset Management Partners Inc. and others in a reverse merger transaction.
XCF Global Capital, Inc. entered into a letter of intent to acquire Focus Impact BH3 Acquisition Company (NasdaqGM:BHAC) from Crixus BH3 Sponsor LLC, Focus Impact BHAC Sponsor, LLC, Polar Asset Management Partners Inc. and others for $1.8 billion in a reverse merger transaction on December 7, 2023. XCF Global Capital, Inc. entered into a Business Combination Agreement to acquire Focus Impact BH3 Acquisition Company in a reverse merger transaction on March 11, 2024. The transaction values XCF at $1.75 billion. Existing XCF shareholders are anticipated to roll 100% of their equity ownership and will own a pro forma equity ownership of approximately 91.4% in the newly combined entity. The combined company will be renamed "XCF Global, Inc." and its shares of common stock and warrants are expected to be listed on the Nasdaq Capital Market under the ticker symbols "SAFX" and "SAFXW," respectively, subject to final listing approval. Transaction is subject to the completion of due diligence, negotiation of and entry into definitive documentation and will be subject to customary closing conditions. The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (a) approval of the Business Combination and related agreements and transactions by the BHAC stockholders and the XCF stockholders, (b) effectiveness of the proxy / registration statement on Form S-4 (the “Registration Statement”) to be filed by BHAC and NewCo in connection with the Business Combination, (c) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (d) receipt of approval for listing on the New York Stock Exchange (“NYSE”) or The Nasdaq Stock Market LLC (“Nasdaq”), as applicable, the shares of NewCo Common Stock to be issued in connection with the Business Combination, and (e) the absence of any order, law or other legal restraint or prohibition preventing the consummation of the Business Combination in effect. Other conditions to XCF’s obligations to consummate the Business Combination include, among others, (i) the accuracy of the representations and warranties of BHAC as of the closing of the Business Combination (the “Closing”), (ii) the performance or compliance of each BHAC covenant in all material respects at or prior to the Closing and (iii) receipt of a certificate signed by a BHAC authorized officer certifying the satisfaction of the preceding clauses (i) and (ii). Other conditions to BHAC’s obligations to consummate the Business Combination include, among others, closing of the acquisition of New Rise Renewables, LLC and New Rise SAF Renewables Limited Liability Company (collectively, “New Rise”). The board of directors of Focus Impact BH3 and SCF approved the merger. On February 5, 2025 the U.S. Securities and Exchange Commission declared effective the registration statement on Form S-4. The shareholders of Focus Impact approved the transaction at special meeting held on February 27, 2025. The transaction is anticipated to close in the second half of 2024. On July 2, 2024, Focus Impact BH3 Acquisition Company filed a definitive proxy statement, as supplemented, for a special meeting of stockholders to approve an amendment to the Company’s amended and restated certificate of incorporation, as amended, to (i) extend the date by which the Company has to consummate a business combination from July 31, 2024 to February 7, 2025. As per filing on March 4, 2025, the transaction is expected to be consummated in March 2025. As per filling on March 5, 2025, the transaction is expected to close in late March 2025.
Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, acted as exclusive financial advisor and exclusive capital markets advisor to XCF Global Capital. Thomas Hanley and Christopher Connell of Stradley Ronon Stevens & Young, LLP. acted as legal advisor for XCF. Lauren M. Colasacco, Y. Michael Chung, Allison Bell, Patrick E. Corrigan, Jared M. Rusman, Sehj Vather, and Peter Seligson of Kirkland & Ellis LLP acted as legal advisors for Focus Impact. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to BHAC. EntrepreneurShares LLC acted as financial adviosr and provided fairness opinion to the Board of Focus. Pursuant to the terms of EntrepreneurShares’ engagement letter with Focus Impact, EntrepreneurShares received a fee of $100,000 for the scope of work. Focus Impact has also agreed to reimburse EntrepreneurShares for any additional scope or changes and to indemnify EntrepreneurShares for any liabilities arising out of its engagement. BHAC has engaged Sodali & Co to assist in the solicitation of proxies for the Stockholder Meeting. BHAC will pay Sodali a fee of $10,000.Alliance Advisors Investor Relations served as investor relations and public relations advisor for the transaction. BTIG, LLC acted as capital markets advisor to Focus Impact BH3.Height Capital Markets served as joint capital markets advisor to XCF Global.
XCF Global Capital, Inc completed the acquisition of Focus Impact BH3 Acquisition Company (NasdaqGM:BHAC) from Crixus BH3 Sponsor LLC, Focus Impact BHAC Sponsor, LLC, Polar Asset Management Partners Inc. and others in a reverse merger transaction on June 6, 2025.
