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): November 29, 2024


FOCUS IMPACT BH3 ACQUISITION COMPANY
(Exact name of registrant as specified in its charter)


Delaware
001-40977
86-2433757
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

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

Not Applicable
(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 of 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
OTC Pink
Class A Common Stock, par value $0.0001 per share
BHAC
OTC Pink
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
BHACW
OTC Pink

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 1.01
Entry into a Material Definitive Agreement.

Amendment No. 1 to the Business Combination Agreement

As previously disclosed, on March 11, 2024, Focus Impact BH3 Acquisition Company, a Delaware corporation (“BHAC”) entered into that certain Business Combination Agreement (the “Business Combination Agreement”), by and among BHAC, Focus Impact BH3 Newco, Inc., a Delaware corporation and wholly owned subsidiary of BHAC (“NewCo”), Focus Impact BH3 Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Focus Impact BH3 Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub 2”) and XCF Global Capital, Inc., a Nevada corporation (“XCF”).

On November 29, 2024, BHAC, NewCo, Merger Sub 1, Merger Sub 2 and XCF entered into Amendment No. 1 to the Business Combination Agreement (the “First Amendment”), which amends the Business Combination Agreement to extend the Termination Date (as defined in the Business Combination Agreement) from November 11, 2024 to March 31, 2025.

A copy of the First Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the First Amendment is qualified in its entirety by reference thereto.

Additional Information about BHAC’s Proposed Business Combination and Where to Find It

In connection with the proposed business combination among BHAC and XCF, BHAC and XCF have prepared, and NewCo and XCF have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as amended, the “Registration Statement”) containing a prospectus with respect to the securities to be issued in connection with the business combination, a proxy statement with respect to the stockholders’ meeting of BHAC to vote on the business combination and certain other related documents. Investors, securityholders and other interested persons are urged to read the preliminary proxy statement/prospectus in connection with BHAC’s solicitation of proxies for its special meeting of stockholders to be held to approve the business combination (and related matters) and general amendments thereto and the definitive proxy statement/prospectus, when available, because the proxy statement/prospectus contains important information about BHAC, XCF and the business combination. When available, BHAC will mail the definitive proxy statement/prospectus and other relevant documents to its stockholders as of a record date to be established for voting on the business combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that BHAC will send to its stockholders in connection with the business combination. Once the Registration Statement is declared effective, copies of the Registration Statement, including the definitive proxy statement/prospectus and other documents filed by BHAC, XCF or NewCo, may be obtained, free of charge, by directing a request to Focus Impact BH3 Acquisition Company, 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105. The preliminary and definitive proxy statement/prospectus to be included in the Registration Statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Participants in the Solicitation

BHAC, NewCo and each of their directors, executive officers and other members of management may be deemed to be participants in the solicitation of proxies of BHAC’s stockholders in connection with the business combination under SEC rules. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of BHAC’s stockholders in connection with the business combination is included in the Registration Statement and the proxy statement/prospectus included therein, which has been filed with the SEC. Investors and security holders may obtain more detailed information regarding the names and interests in the business combination of BHAC’s directors and officers in BHAC’s filings with the SEC and such information is also in the Registration Statement that has been filed with the SEC, which includes the preliminary proxy statement/prospectus of BHAC for the business combination.

XCF and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of BHAC in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination is included in the Registration Statement and the proxy statement/prospectus included therein, which has been filed with the SEC.

No Offer or Solicitation

This Current Report on Form 8-K relates to the amendment of the Business Combination Agreement and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the business combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, and otherwise in accordance with applicable law.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding BHAC’s expectations regarding the proposed business combination. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the Registration Statement filed by NewCo and XCF with the SEC on October 31, 2024, BHAC’s most recent Annual Report on Form 10-K, as amended, and subsequent Quarterly Reports on Form 10-Q and other documents filed with the SEC. Copies of such filings are available on the SEC’s website at www.sec.gov. BHAC does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Item 9.01.
Financial Statements and Exhibits

(d)
Exhibits

Exhibit
No.
Description
Amendment No. 1 to the Business Combination Agreement, dated as of November 29, 2024, by and among BHAC, NewCo, Merger Sub 1, Merger Sub 2 and XCF.
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 5, 2024
 
FOCUS IMPACT BH3 ACQUISITION COMPANY
 
By:
/s/ Carl Stanton
Name:
Carl Stanton
Title:
Chief Executive Officer


Exhibit 2.1

AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT
 
THIS AMENDMENT NO. 1 TO  BUSINESS COMBINATION AGREEMENT (this “Amendment No. 1”) is made and entered into as of November 29, 2024 by and among Focus Impact BH3 Acquisition Company, a Delaware corporation ( “BHAC”), Focus Impact BH3 NewCo, Inc., a Delaware corporation and wholly owned subsidiary of BHAC (“NewCo”), Focus Impact BH3 Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Focus Impact BH3 Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub 2”) and XCF Global Capital, Inc., a Nevada corporation (the “Company” and, together with BHAC, NewCo, Merger Sub 1 and Merger Sub 2, collectively, the “Parties” and each, individually, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
 
WHEREAS, the Parties entered into that certain Business Combination Agreement, dated as of March 11, 2024 (as may be amended and modified from time to time, including by this Amendment No. 1, the “Agreement”);
 
WHEREAS, the Parties desire to amend the Agreement as set forth below;
 
WHEREAS, Section 9.3 of the Agreement provides that the Agreement may be amended in whole or in part, by an agreement in writing executed by each of the Parties prior to the Closing and
 
WHEREAS, each of the BHAC Board, the boards of directors or boards of managers (as applicable) and the sole member of BHAC, NewCo, Merger Sub 1 and Merger Sub 2 has approved the execution and delivery of this Amendment No. 1.
 
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth in this Amendment No. 1, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:
 
1.          Amendment to Section 8.1(d). Section 8.1(d) of the Agreement is hereby amended and restated in its entirety as follows:
 
“(d)      by either BHAC or the Company, if the transactions contemplated by this Agreement shall not have been consummated on or prior to March 31, 2025 (the “Termination Date”); provided that (i) the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to BHAC if any BHAC Party’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (ii) the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to the Company if the Company’s breach of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date;”.

2.          No Further Amendment. The Parties agree that, except as provided herein, all other provisions of the Agreement shall, subject to the amendments set forth in Section 1 of this Amendment No. 1, continue unmodified, in full force and effect and constitute legal and binding obligations of all Parties in accordance with its terms. This Amendment No. 1 is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. This Amendment No. 1 forms an integral and inseparable part of the Agreement.
 
3.        References. All references to the “Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Agreement shall refer to the Agreement as amended by this Amendment No. 1. Notwithstanding the foregoing, references to the date of the Agreement (as amended hereby) and references in the Agreement to “the date hereof,” “the date of this Agreement” and terms of similar import shall in all instances continue to refer to March 11, 2024.
 
4.          Effect of Amendment. This Amendment No. 1 shall form a part of the Agreement for all purposes, and each Party shall be bound hereby. From and after the execution of this Amendment No. 1 by the Parties, any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby. This Amendment No. 1 shall be deemed to be in full force and effect from and after the execution of this Amendment No. 1 by the Parties.
 
5.          Other Miscellaneous Terms. Sections 9.2 through 9.11 and Sections 9.13 through 9.18 of the Agreement shall apply mutatis mutandis to this Amendment No. 1, as if set forth in full herein.
 
[Signature pages follow]
 
 IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be duly executed and delivered as of the date first written above.

 
BHAC:
     
 
FOCUS IMPACT BH3 ACQUISITION COMPANY
     
 
By:
/s/ Carl Stanton
 
Name:
Carl Stanton
 
Title:
Chief Executive Officer
     
 
NEWCO:
     
 
FOCUS IMPACT BH3 NEWCO, INC.
     
 
By:
/s/ Carl Stanton
 
Name:
Carl Stanton
 
Title:
Chief Executive Officer
     
 
MERGER SUB 1:
     
 
FOCUS IMPACT BH3 MERGER SUB 1, LLC
     
 
By:
/s/ Carl Stanton
 
Name:
Carl Stanton
 
Title:
Chief Executive Officer
     
 
MERGER SUB 2:
     
 
FOCUS IMPACT BH3 MERGER SUB 2, INC.
     
 
By:
/s/ Carl Stanton
 
Name:
Carl Stanton
 
Title:
Chief Executive Officer

[Signature Page to Amendment No. 1 to Business Combination Agreement]
 
COMPANY:
     
 
XCF GLOBAL CAPITAL, INC.
     
 
By:
/s/ Mihir Dange
 
Name:
Mihir Dange
 
Title:
Chief Executive Officer


[Signature Page to Amendment No. 1 to Business Combination Agreement]
v3.24.3
Document and Entity Information
Nov. 29, 2024
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 29, 2024
Entity File Number 001-40977
Entity Registrant Name FOCUS IMPACT BH3 ACQUISITION COMPANY
Entity Central Index Key 0001851612
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 86-2433757
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
Entity Emerging Growth Company true
Entity Ex Transition Period false
Written Communications true
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Common Class A [Member]  
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 NONE
Class A Common Stock, par value $0.0001 per share [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol BHAC
Security Exchange Name NONE
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 NONE
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