Financial Position - The company had approximately $51.2 million remaining in the trust account after the first redemption of 17,987,408 public shares[147]. - Following the October 2023 Special Meeting, the company had approximately $24.3 million remaining in the trust account after 2,700,563 public shares were tendered for redemption[150]. - In connection with the July 2024 Special Meeting, the company had approximately $12.9 million remaining in the trust account after redemptions[158]. - As of June 30, 2024, the company had $50,205 in its operating bank account and a working capital deficit of $6,421,769[178]. - The company recorded a reserve for uncertain tax positions of $955,617 on the balance sheet as of June 30, 2024[173]. - The company had net borrowings of $988,402 from a Convertible Promissory Note issued to the Former Sponsor[179]. - The company has determined that it will not be able to sustain operations for the next twelve months without additional financing[178]. - As of June 30, 2024, the company reported no off-balance sheet arrangements[191]. Business Combination - The Business Combination Agreement values XCF at a pre-money equity value of $1,750,000,000, subject to adjustments for net debt and transaction expenses[161]. - The company extended the period to consummate an Initial Business Combination to July 31, 2024, with provisions for further extensions[150]. - The company has until February 7, 2025, to consummate an Initial Business Combination, with potential extensions until April 7, 2025[180]. - The company entered into a Subscription Agreement for capital contributions of up to $1,200,000 from Polar Multi-Strategy Master Fund, with repayment terms specified[152]. - The company recognized a liability of $418,400 at fair value for shares to be issued upon consummation of the Initial Business Combination[155]. - The company will issue shares of NewCo Common Stock based on a price of $10.00 per share as part of the Business Combination[161]. - The company has engaged multiple entities as capital market advisors, with fees payable upon consummation of the Initial Business Combination[155]. - The company engaged multiple capital market advisors in 2023, with a total fee of $3.5 million plus 4.0% of the gross proceeds raised from investors identified by the advisor[187]. Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $1,448,806, primarily due to operating costs of $1,370,395 and an income tax expense of $30,645[176]. - For the six months ended June 30, 2024, the company had a net loss of $3,953,562, with operating costs amounting to $4,016,639 and an income tax expense of $114,649[177]. - The company reported a net income of $2,405,303 for the three months ended June 30, 2023, driven by Trust Account interest income of $592,837[176]. - The company had a net income of $2,484,055 for the six months ended June 30, 2023, with Trust Account interest income of $1,164,678[177]. Accounting and Compliance - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[192]. - The company has identified critical accounting estimates that could materially affect financial results, including the fair value of Note Payable – Polar[189]. - The company has not recognized a liability for potential share issuance or Deferred CMA Fees as the completion of an Initial Business Combination is not yet probable[188]. - The company will bear the expenses incurred in connection with the filing of any registration statements under the Securities Act[182]. - The registration rights agreement restricts the transfer of founder shares until one year after the Initial Business Combination or under specific stock price conditions[183]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act[193]. - The company has not recognized any recent accounting pronouncements that would materially affect its financial statements[190]. Other Financial Obligations - The company issued an unsecured promissory note totaling up to $500,000 to the Sponsor on February 26, 2024, with $100,000 drawn by June 30, 2024[172]. - The underwriters received a cash underwriting discount of 2.0% of the gross proceeds from the initial public offering, totaling $4.6 million, and a deferred underwriting discount of 3.5%, amounting to $8.1 million[186].
Crixus BH3 Acquisition pany(BHAC) - 2024 Q2 - Quarterly Report