Trust Account Balances - The company had approximately $51.2 million remaining in the trust account after the first redemption of 17,987,408 public shares[180]. - 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[183]. - In connection with the July 2024 Special Meeting, the company had approximately $12.9 million remaining in the trust account after 1,099,905 shares were redeemed at approximately $10.63 per share[190]. Business Combination Agreements - The company entered into a Business Combination Agreement on March 11, 2024, to merge with NewCo, with the expectation to close in the first half of 2025[196]. - The Business Combination Agreement includes a merger with a pre-money equity value of XCF at $1,750,000,000, with NewCo Common Stock priced at $10.00 per share[198]. - The Business Combination is subject to customary closing conditions, including stockholder approvals and regulatory clearances[199]. - The Business Combination Agreement allows for termination under specific conditions, including failure to obtain necessary stockholder approvals by September 11, 2024[202]. - The Business Combination Termination Date has been extended to May 31, 2025, through amendments to the agreement[203][206]. Financial Liabilities and Capital Contributions - The company recognized a liability of $418,400 for shares to be issued upon consummation of the initial business combination[187]. - The company entered into a Subscription Agreement for capital contributions of up to $1,200,000, which will be repaid within five business days of closing an initial business combination[185]. - The Company issued a promissory note of up to $500,000 to the Sponsor, which may be converted into warrants at $1.50 per warrant[214]. - The company has borrowed $1,200,000 in connection with a Subscription Agreement and issued a promissory note for up to $500,000, with $110,000 borrowed under this note as of March 31, 2025[225]. Operating Performance - For the three months ended March 31, 2025, the company reported a net loss of $1,426,442, primarily due to $1,295,159 in operating costs and $216,953 from changes in fair value of Note Payable – Polar[219]. - The company incurred $2,646,244 in operating costs for the three months ended March 31, 2024, resulting in a net loss of $2,504,756 for that period[220]. - As of March 31, 2025, the company had a working capital deficit of $9,597,976 and only $22,604 available in its operating bank account for working capital needs[222]. Tax Positions - The company recognized a reserve for uncertain tax positions of $115,870 on its balance sheet as of March 31, 2025, related to its Florida state tax return[217]. - The company has taken the position that no income should be apportioned to Florida in its state tax return, maintaining an uncertain tax position related to this[217]. Stockholder Commitments and Restrictions - The Sponsor has agreed to vote in favor of the Business Combination and related transactions, while also waiving certain anti-dilution rights[206][210]. - Certain stockholders have committed to not transfer shares until 12 months post-Closing, with specific conditions for early release[212]. - The Company has agreed to waive lock-up restrictions, allowing unrestricted transfer of NewCo Common Stock upon completion of the Business Combination[213]. Regulatory and Market Conditions - The company received a delisting notice from Nasdaq due to failure to complete a business combination within 36 months of its IPO[215]. - The company has utilized two monthly extensions to extend the Combination Period to April 7, 2025[193]. - The company engaged capital market advisors in 2023 to assist with market conditions and potential business combinations, with fees payable upon consummation of the initial business combination[236]. Underwriting and Financing - The underwriters of the initial public offering received a cash underwriting discount of 2.0% of gross proceeds, totaling $4.6 million, and a deferred underwriting discount of 3.5%, amounting to $8,050,000[235]. - The company reported a net borrowing of $988,402 under a Convertible Promissory Note issued to the Former Sponsor, which was terminated upon closing of the Purchase Agreement on November 2, 2023[224].
Crixus BH3 Acquisition pany(BHAC) - 2025 Q1 - Quarterly Report