UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2023

Focus Impact BH3 Acquisition Company
(Exact name of registrant as specified in its charter)

Delaware
  
001-40868
   86-2249068
(State or other jurisdiction of incorporation or organization)
  
(Commission File Number)
  
(I.R.S. Employer Identification Number)

1345 Avenue of the Americas, 33rd Floor, New York, NY
  
10105
(Address of principal executive offices)
  
(Zip Code)

(212) 213-0243
Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
  
BHACU
  
The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share
   BHAC
  
The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
   BHACW
   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01
Regulation FD Disclosure.

On December 29, 2023, Focus Impact BH3 Acquisition Company issued a press release announcing that it has entered into a letter of intent with XCF Global Capital, Inc., a New York-based producer of sustainable fuels. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01.
Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
  
Description
 
Press Release dated December 29, 2023.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 29, 2023
    
     
 
FOCUS IMPACT BH3 ACQUISITION COMPANY
     
 
By:
/s/ Carl Stanton
 
Name:
Carl Stanton
 
Title:
Chief Executive Officer


Exhibit 99.1

Focus Impact BH3 Acquisition Announces LOI With XCF Global Capital

NEW YORK, NY – December 29, 2023 – Focus Impact BH3 Acquisition Corp. (“Focus Impact BH3”), a special purpose acquisition company (“SPAC”) formed by Focus Impact Acquisition Corp. (NASDAQ: BHAC), today announced that it has entered into a letter of intent (LOI) with XCF Global Capital, Inc. (“XCF”), a New York-based producer of sustainable fuels.

XCF controls multiple plants in North America that will produce renewable diesel, sustainable aviation fuel, and other biofuels. The transaction, which values XCF at $$1.75Bn, is subject to the completion of due diligence, negotiation of and entry into definitive documentation and will be subject to customary closing conditions.  There can be no assurances that a transaction will be executed or consummated.

“We are excited to announce this LOI with XCF,” said Carl Stanton, CEO of Focus Impact BH3. “XCF is emerging as a leader in the production of sustainable fuels, and we believe that this transaction will position us to capitalize on the growing demand for clean energy and amplify our mission to enhance social impact and grow leading businesses.”  XCF is currently a leading North American producer of renewable diesel, with a planned strategic expansion into sustainable aviation fuel.
 
The company’s fuels are made from renewable sources and can be used to reduce greenhouse gas emissions from transportation. “We are excited to enter this partnership to meet our commitment to reduce the global carbon footprint with production of renewable diesel that meet domestic and global mandates said Mihir Dange, CEO of XCF.   “This partnership into the public markets broadens our investor base and the combined company will have a strong platform to grow in the rapidly expanding market for sustainable fuels.”

Advisors
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.

About Focus Impact BH3 Acquisition Corp.
Focus Impact BH3 Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

About XCF Global Capital
XCF Global Capital is a leading producer of renewable diesel and sustainable aviation fuel in North America. The company’s fuels are made from renewable sources, such as waste vegetable oil and animal fats, and can be used to reduce greenhouse gas emissions from transportation.

This press release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Focus Impact BH3’s and XCF’s current expectations and assumptions, which are subject to change. Actual results may differ materially from these expectations and assumptions.

Contacts:
Focus Impact BH3 Acquisition Corp. info@focus-impact.com
XCF Global Capital info@xcf.global
Cohen & Company Capital Markets capitalmarkets@cohencm.com


v3.23.4
Document and Entity Information
Dec. 29, 2023
Entity Listings [Line Items]  
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Entity Registrant Name Focus Impact BH3 Acquisition Company
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Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 86-2249068
Entity Address, Address Line One 1345 Avenue of the Americas, 33rd Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10105
City Area Code 212
Local Phone Number 213-0243
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Entity Listings [Line Items]  
Title of 12(b) Security Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Trading Symbol BHACU
Security Exchange Name NASDAQ
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Entity Listings [Line Items]  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
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Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol BHACW
Security Exchange Name NASDAQ
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