Focus Impact BH3 Acquisition Company (BHAC) Merger with XCF Global Capital, Inc. (Private)

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  • Focus Impact BH3 Acquisition Company (BHAC) to merge with XCF Global Capital, Inc (Private) in a transaction valuing the pro forma entity at $1,841 million in Enterprise Value ($1,632 million of equity value assuming no further redemptions).
  • XCF shareholders will receive aggregate consideration of $1,750 million subject to adjustments.
  • $50.0 million intended PIPE to be raised as part of the business combination.
  • No minimum cash condition.
  • No termination fees.
  • Business combination transaction is targeted to close in the second half of 2024.
  • SPAC Details:
    • Unit Structure: 1 Class A ordinary share + 0.5 Redeemable Warrant
    • #Cash in Trust: $25.4 million (~110% of Public Offering; including 2 months extension payment at $0.35 per unredeemed share)
    • Public Shares Outstanding: 2,312,029 shares
    • Private Shares Outstanding: 5.75 million shares (including 3.0 million Class A shares)
    • Estimated Trust Value/Share: *$11.0 per share
    • Current Liquidation Date: April 30,2024
    • Outside Liquidation Date: July 31, 2024
  • SPAC Public Shareholders Receive (~1.2%):
    • *2,312,029 Newco Class A Shares (1 for 1)
  • SPAC Sponsors Receive (~3.5%):
    • *5.75 million Newco Ordinary Shares (1 for 1)
  • Target Shareholders Receive (~85.3%):
    • Equity consideration of $1,750 million at $10.0 per share subject to adjustments related to net debt & transaction expenses:
      • ~$1,392 million
  • PIPE / Financing (~3.1%):
    • Expected to raise $50.0 million in PIPE at $10.0 per share
  • Redemption Protections:
    • No Redemption Protections
  • Support Agreement:
    • Standard voting support
  • Lock-up:
    • SPAC Sponsor: 12 months post-closing
      • Early release: If the price equals or exceeds $12.0 per share after 150 days post-closing
    • Key Target Shareholders:
      • Target Management: Same as sponsor
      • Target Stockholders (~90% shares): Same as sponsor
        • Early release:
% of Lock-up sharesMay transfer on or after
10%90 days following the first quarterly earnings release published following the Closing
30%180 days following closing
60%360 days following closing 
  • Closing Conditions:
    • Termination date: September 11, 2024 (November 11, 2024 if the Registration Statement is not declared effective by September 11, 2024)
    • No minimum cash condition
    • PCAOB Financials by April 15, 2024
    • Other customary closing conditions
  • Termination:
    • No termination fee
    • Other standard termination clause
  • Advisors:
    • Target Financial Advisor: Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC
    • SPAC Legal Advisor: Kirkland & Ellis LLP
    • Target Legal Advisor: Stradley Ronon Stevens & Young, LLP
    • SPAC Capital Market Advisor: BTIG, LLC 
    • Target Joint Capital Market Advisor: Height Capital Markets
  • Equity Incentive Plan
    • 7.0% of aggregate Newco Class A Shares at closing (on a fully diluted basis)

*Denotes estimated figures by CPC

#Estimated as on March 12, 2024