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Crixus BH3 Acquisition pany(BHAC)
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Crixus BH3 Acquisition pany(BHAC) - 2022 Q3 - Quarterly Report
2022-11-13 16:00
Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $0.1 million, consisting of $0.2 million in interest income and $0.4 million from the change in fair value of warrant liability, offset by $0.4 million in general and administrative expenses [96]. - For the nine months ended September 30, 2022, the company achieved a net income of $5.4 million, which includes $0.5 million in interest income and $6.3 million from the change in fair value of warrant liability, with general and administrative expenses totaling $1.4 million [97]. Cash and Liquidity - As of September 30, 2022, the company had approximately $0.4 million in cash available for working capital needs and $233.7 million in cash and liquid marketable securities held in trust [101]. - The company has determined that it will not be able to sustain operations for the next twelve months without obtaining additional financing, raising substantial doubt about its ability to continue as a going concern [104]. - The company plans to request Working Capital Loans of up to $1.5 million from its Sponsor to alleviate concerns about its ability to continue operations [104]. Transaction Costs and Financing - The company incurred transaction costs of $22,407,388 during its initial public offering, which included $12,650,000 in underwriters' fees and discounts [92]. - The underwriters are entitled to a deferred fee of $8,050,000, which will become payable only if the company completes a Business Combination [110]. - The company issued 6,400,000 Private Placement Warrants at a price of $1.50 per warrant, generating proceeds of $9,600,000 [107]. Accounting Policies - No material changes to critical accounting policies and estimates since the Annual Report [117]. - Significant accounting policies include fair value of warrant liability and marketable debt securities [117]. - Management does not anticipate recent accounting pronouncements to materially affect financial statements [117]. Business Combination Expectations - The company expects the pro rata redemption price to be approximately $10.20 per share of common stock if it extends the period to consummate a business combination once [93]. Debt and Obligations - The company has no long-term debt or capital lease obligations as of September 30, 2022, other than a monthly fee of $15,000 for office space and administrative support [109].
Crixus BH3 Acquisition pany(BHAC) - 2022 Q2 - Quarterly Report
2022-08-11 16:00
Financial Performance - For the three months ended June 30, 2022, the company reported a net income of $4.9 million, driven by a change in fair value of warrant liability of $5.1 million [94]. - For the six months ended June 30, 2022, the company achieved a net income of $5.2 million, with general and administrative expenses totaling $1.0 million [95]. Cash and Liquidity - As of June 30, 2022, the company had approximately $0.6 million in cash available for working capital needs and $232.5 million in cash and liquid marketable securities held in trust [99]. - The company has determined that it will not be able to sustain operations for the next twelve months without obtaining additional financing, raising substantial doubt about its ability to continue as a going concern [100]. - The company plans to request Working Capital Loans of up to $1.5 million from its Sponsor to alleviate concerns about its ability to continue operations [100]. Transaction Costs and Financing - The company incurred transaction costs of $22,407,388 during its initial public offering, which included $12,650,000 in underwriters' fees and discounts [90]. - The company issued 6,400,000 Private Placement Warrants at a price of $1.50 per warrant, generating proceeds of $9,600,000 [103]. - The underwriters are entitled to a deferred fee of $8,050,000, which will be payable only if the company completes a Business Combination [106]. Debt and Obligations - The company has no long-term debt or capital lease obligations as of June 30, 2022, other than a monthly fee of $15,000 for administrative support [105]. Accounting Policies - The company has not made any material changes to its critical accounting policies and estimates since the Annual Report [113]. - Significant accounting policies include estimates for fair value of warrant liability and measurement of marketable debt securities [113]. - Management does not anticipate that recently issued accounting pronouncements will materially affect the financial statements [114]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures [115].
Crixus BH3 Acquisition pany(BHAC) - 2022 Q1 - Quarterly Report
2022-05-11 16:00
Financial Performance - The company reported a net income of $0.36 million for the three months ended March 31, 2022, with general and administrative expenses of $0.46 million, offset by interest income of $0.03 million and a gain of $0.78 million from the change in fair value of warrant liability [97]. - The company has not generated any operating revenues and only incurs expenses related to being a public company and searching for a business combination [96]. Cash and Investments - As of March 31, 2022, the company had approximately $0.85 million in cash available for working capital needs and $232.32 million in cash and investments held in trust, which is not available for working capital [100]. - The company has a working capital loan facility that allows for up to $1.5 million to be convertible into warrants at a price of $1.50 per warrant, although no amounts are currently outstanding under this facility [99]. Initial Public Offering (IPO) - The company incurred transaction costs of $22,407,388 during its initial public offering, which included $12,650,000 in underwriters' fees and discounts [93]. - The company intends to use the net proceeds from its initial public offering primarily for consummating a business combination [94]. - The company’s Private Placement Warrants were sold at a price of $1.50 each, generating proceeds of $9,600,000 [106]. Shareholder Information - The company’s initial stockholders purchased 5,750,000 shares of Class B common stock for an aggregate price of $25,000, with 1,450,758 shares sold to anchor investors at cost [104]. - The company expects to redeem 100% of outstanding public shares at approximately $10.20 per share if it extends the period to consummate a business combination once [95]. Obligations and Fees - The company has a contractual obligation to pay an affiliate of the Sponsor a monthly fee of $15,000 for office space and administrative support [109]. Accounting and Reporting - The company does not anticipate any material effects from recently issued accounting pronouncements on its unaudited condensed financial statements [116]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures [117].
Crixus BH3 Acquisition pany(BHAC) - 2021 Q4 - Annual Report
2022-03-24 16:00
Financial Performance - The company had a net income of approximately $12.43 million for the period from February 23, 2021, through December 31, 2021, primarily due to a gain of $14.40 million from the change in fair market valuation of derivative warrant liability [268]. - Net income for the period from February 23, 2021, to December 31, 2021, was $12,427,342, while the net loss including accretion of temporary equity to redemption value was $(24,700,046) [288]. - Basic and diluted net income per share for Class A was $3.44, while for Class B it was $(1.95) as of December 31, 2021 [291]. - The company had a loss of approximately $15,000 from investments in the Trust Account during the reporting period [268]. Initial Public Offering (IPO) Details - The initial public offering transaction costs amounted to $22,407,388, which included $12,650,000 in underwriters' fees and discounts [259]. - The company intends to use net proceeds from the initial public offering and private placement warrants primarily for consummating a business combination [260]. - The underwriters are entitled to a deferred fee of $8,050,000, payable only if the company completes a business combination [283]. Capital Structure and Financial Position - As of December 31, 2021, the company had approximately $1.13 million in cash available for working capital needs and $232.3 million held in trust, not available for working capital [264]. - The company issued 6,400,000 Private Placement Warrants at a price of $1.50 each, generating proceeds of $9,600,000 [272]. - If a business combination is not completed by April 7, 2023, the Private Placement Warrants will expire worthless [273]. - The company expects a pro rata redemption price of approximately $10.20 per share if the time to consummate a business combination is extended once [261]. - The company had no outstanding amounts under any Working Capital Loans as of the reporting date [263]. - As of December 31, 2021, 23,000,000 shares of Class A common stock were classified as temporary equity, reflecting certain redemption rights outside of the company's control [289]. - The weighted average shares outstanding were 6,884,354 for Class A and 5,750,000 for Class B during the reporting period [291]. Accounting and Reporting - The company does not have any off-balance sheet arrangements as of December 31, 2021 [292]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [293]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [294]. - The estimated fair values of investments held in the Trust Account are determined using available market information, and these investments are classified as trading securities [286]. - Gains and losses from the change in fair value of trading securities are included in the gain on marketable securities in the statement of operations [286]. - The company did not have any changes or disagreements with accountants on accounting and financial disclosure [295].
Crixus BH3 Acquisition pany(BHAC) - 2021 Q3 - Quarterly Report
2021-11-11 16:00
Financial Position - As of September 30, 2021, the company had a cash balance of $1,157 and a working capital deficit of $350,668[78]. - The company has no long-term debt or other long-term liabilities as of September 30, 2021[81]. Revenue Generation - The company has not generated any revenues to date and does not expect to do so until after completing a business combination[77]. - The company reported a net loss of $30,548 from inception (February 23, 2021) through September 30, 2021, primarily due to formation and operating costs[78]. Initial Public Offering (IPO) - The underwriters received a cash underwriting fee of $4,600,000, which is 2% of the gross proceeds from the Initial Public Offering[82]. - The company intends to use cash from the Initial Public Offering and Private Placement for its initial business combination[73]. - The company has invested the net proceeds from the Initial Public Offering in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[97]. Operational Costs - The company anticipates incurring increased expenses related to being a public company, including legal and accounting compliance costs[77]. - The company has not engaged in any hedging activities since its inception[96]. - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities[79].