Financial Position - As of October 24, 2023, the company had approximately $24.3 million remaining in the Trust Account after the second redemption and conversion of shares[134]. - The company had a total stockholders' deficit of $10,647,837 as of March 31, 2023[143]. - As of March 31, 2024, the company had approximately $24.3 million remaining in the Trust Account after the second redemption of 2,700,563 public shares[182]. - The company has a working capital deficit of $4,805,985 and only $577,592 available in its operating bank account for working capital needs as of March 31, 2024[188]. - The company reported a reserve for uncertain tax positions of $955,617 as of March 31, 2024[184]. - The company reported a fair value of $259,159 for the Note Payable to Polar, which could significantly impact financial results if estimates deviate[212]. - As of March 31, 2024, the company did not have any off-balance sheet arrangements[216]. Business Combination - The company extended the deadline for completing an Initial Business Combination to July 31, 2024, following the October 2023 Special Meeting[134]. - The company has not yet begun operations and will not generate any operating revenues until after the completion of an Initial Business Combination[172]. - The company must complete an Initial Business Combination with target businesses having a fair market value of at least 80% of the balance in the Trust Account[175]. - The company has until July 31, 2024, to complete an Initial Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date[191]. - The company entered into a proposed Business Combination Agreement with XCF on March 11, 2024, which involves a pre-money equity value of XCF of $1,750,000,000[206][207]. - The business combination agreement includes a conversion of each share of the company's Class A common stock into one share of NewCo's Class A common stock[155]. - The company has entered into support agreements with key stakeholders to ensure approval of the business combination[164]. - The company is subject to customary closing conditions, including stockholder approvals and regulatory clearances, for the business combination[156]. Financial Performance - For the three months ended March 31, 2024, the net loss was $2,504,756 compared to a net income of $78,752 for the same period in 2023[148]. - For the three months ended March 31, 2024, the company reported a net loss of $2,504,756, primarily due to operating costs of $2,646,244 and an income tax expense of $84,004[186]. - The company incurred a net income of $78,752 for the three months ended March 31, 2023, primarily from interest income of $571,841[187]. - Net cash used in operating activities was $(388,382) for the three months ended March 31, 2024, compared to $(399,825) for the same period in 2023, indicating a slight improvement[148]. - Cash at the end of the period was $577,592, down from $631,337 at the beginning of the period[148]. - The company provided net cash of $334,637 from financing activities in the current period, compared to $407,491 in the previous period[148]. - The company raised $250,000 from stock subscription agreements during the financing activities[148]. Corporate Actions - The company changed its name to Focus Impact BH3 Acquisition Company on November 3, 2023, as part of its corporate restructuring[133]. - The company completed a Purchase Agreement on November 2, 2023, involving the acquisition of 3,746,303 shares of Class B common stock and 4,160,000 Private Placement Warrants for a total price of $16,288[132]. - The company engaged multiple entities as capital market advisors to assist with market conditions and potential Initial Business Combinations, with fees payable upon consummation[139]. - The company engaged capital market advisors in 2023, with a deferred fee structure that includes $3,500,000 plus 4.0% of gross proceeds raised from investors identified by the advisor[199]. - A total of 1,946,794 shares of Class A common stock were agreed not to be redeemed by certain stockholders in exchange for 389,359 shares of common stock held by the Sponsor[201]. - The company entered into a Subscription Agreement with Polar Multi-Strategy Master Fund for capital contributions of up to $1,200,000, repayable within five business days after closing an Initial Business Combination[136]. - Polar Multi-Strategy Master Fund agreed to make capital contributions of up to $1,200,000, which will be repaid within five business days of closing an Initial Business Combination[202][203]. - The company issued an unsecured promissory note of up to $500,000 to the Sponsor on February 26, 2024, with $100,000 drawn by March 31, 2024[183]. Accounting and Reporting - The company recognized a liability of $418,400 for shares to be issued upon consummation of the Initial Business Combination[139]. - The company will pay $3,500,000 plus 4.0% of gross proceeds raised from investors identified by the advisor as Deferred CMA Fees upon completion of the Initial Business Combination[139]. - The company has not recognized a liability for the potential issuance of shares or Deferred CMA Fees as the completion of an Initial Business Combination is not yet considered probable[200]. - The company adopted ASU 2020-06 on January 1, 2022, with no material impact on its financial position or results of operations[214].
Crixus BH3 Acquisition pany(BHAC) - 2024 Q1 - Quarterly Report