IPO and Trust Account - The company raised gross proceeds of $230 million from its initial public offering (IPO) by selling 23 million units at $10.00 per unit, incurring offering costs of approximately $22.4 million[21]. - Following the IPO, the company placed $232.3 million in a trust account, which is invested in U.S. government securities or money market funds until a business combination is completed[25]. - The company incurred transaction costs of $22.4 million for the IPO, including $12.65 million in underwriters' fees and discounts[26]. - The company has approximately $24.3 million remaining in the trust account after the second charter amendment and redemption of 2,700,563 public shares[84]. - If the company does not complete its initial business combination, public stockholders may receive approximately $10.10 per share upon liquidation of the trust account, with potential for less[150]. - Claims against the Company could reduce the funds in the trust account, potentially leading to a per share redemption amount of less than $10.10[217]. - The Company's sponsor has agreed to be liable for claims that reduce the trust account below $10.10 per public share, but there is no assurance that the sponsor can satisfy these obligations[219]. Business Combination Agreement - The company entered into a Business Combination Agreement with XCF Global Capital, Inc., valuing XCF at a pre-money equity value of $1.75 billion, with a conversion price of $10.00 per share for NewCo Common Stock[48]. - The Business Combination Agreement is subject to several closing conditions, including stockholder approvals and regulatory clearances[49]. - The Business Combination Agreement may be terminated if certain stockholder approvals are not obtained by specified deadlines[53]. - The Business Combination Termination Date has been extended to March 31, 2025[54]. - XCF will reimburse the Company for all expenses related to the Business Combination, including regulatory filing fees and advisor expenses[55][56]. - The Sponsor Letter Agreement includes lock-up restrictions for shares of NewCo Common Stock for 12 months post-Closing, with certain exceptions[59]. Company Structure and Ownership - As of December 17, 2024, the company had 5,312,124 shares of Class A common stock and 1,608,333 shares of Class B common stock outstanding[37]. - The company’s anchor investors purchased approximately 22.98 million units in the IPO, holding about 79.9% of the outstanding shares post-IPO[24]. - Initial stockholders and management team members collectively owned approximately 73.8% of the issued and outstanding shares of common stock as of the date of the Annual Report[117]. - If stockholder approval is sought for the initial business combination, the affirmative vote of a majority of shares voted, including founder shares, will be required for approval[117]. Regulatory and Compliance Risks - The company may face risks related to compliance with laws and regulations, which could adversely affect its ability to negotiate and complete its initial business combination[114]. - The company may be unable to complete an initial business combination with certain potential target companies if regulatory approvals are required[114]. - The SEC's new SPAC Rules effective July 1, 2024, impose additional disclosure requirements and could materially adversely affect the ability to negotiate and complete initial business combinations[161]. - If deemed an investment company under the Investment Company Act, the company may face burdensome compliance requirements that could hinder its ability to complete a business combination[156]. Business Strategy and Investment Criteria - The company has developed investment criteria focusing on businesses that support social value and have strong fundamentals[66][67]. - The acquisition process includes extensive due diligence, including financial and operational reviews[69]. - The company anticipates structuring its initial business combination to acquire at least 50% of the voting securities of the target business[78]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the net assets held in the trust account[75]. - The company does not intend to purchase multiple businesses in unrelated industries for its initial business combination[80]. Conflicts of Interest - Directors and officers may have conflicts of interest in evaluating target businesses due to their ownership of founder shares and warrants[70]. - The personal and financial interests of the company's directors and officers may influence their motivation in selecting a target business for combination[195]. - The underwriters are entitled to deferred underwriting commissions that will only be released upon the completion of an initial business combination, creating potential conflicts of interest[196]. - The company may engage in business combinations with affiliated entities, which could raise potential conflicts of interest[192]. - The company has not adopted a policy prohibiting its directors and officers from having financial interests in transactions, which may lead to conflicts with the company's interests[189]. Market and Economic Conditions - The ongoing military conflict between Russia and Ukraine has led to significant volatility in U.S. and global markets, impacting capital markets and economic stability[139]. - The company is monitoring the geopolitical situation, which could adversely affect its ability to search for and consummate a business combination[139]. - Economic slowdowns in operational markets could adversely affect the company's financial condition, liquidity, and results of operations post-business combination[138]. Operational Risks - The company has no operating history and no revenues, making it difficult for investors to evaluate its ability to achieve business objectives[111]. - The loss of key executive officers and directors could adversely affect the company's operations and ability to complete a business combination[155]. - The complexity of potential target businesses may delay or prevent the achievement of desired operational improvements post-combination[171][172]. - The company may pursue acquisition opportunities outside of its management's expertise, which could lead to inadequate risk assessment[135]. - The loss of key personnel from a target business upon completion of the initial business combination could adversely affect operations and profitability[166]. Financial Considerations - The company may issue additional shares or debt securities to complete a business combination, which could dilute existing stockholders' equity interests[106]. - The company may redeem unexpired warrants prior to their exercise, potentially making them worthless for investors[108]. - The ability of public stockholders to redeem shares for cash may hinder the company's financial condition and attractiveness to potential business combination targets[121]. - If too many public stockholders exercise their redemption rights, the company may not meet minimum net worth or cash requirements for business combinations, potentially leading to alternate strategies[122]. - The deferred underwriting commissions will not be adjusted for shares redeemed, impacting the per share value for non-redeeming stockholders[123]. Listing and Trading Issues - The company’s securities were delisted from Nasdaq due to failure to complete a business combination within 36 months of the IPO[29]. - Nasdaq has determined to delist the Company's securities from The Nasdaq Capital Market effective October 14, 2024, due to the failure to complete business combinations within 36 months of the IPO[206]. - Following the delisting, the Company's securities now trade on the OTC Pink Marketplace, which may lead to reduced liquidity and increased trading restrictions[207]. - The market for the Company's Common Stock is characterized by volatility and limited trading activity, potentially depressing the stock price[208]. - The Company may face significant material adverse consequences, including being classified as a "penny stock," which imposes stricter trading rules[209]. - NewCo plans to list on NYSE or Nasdaq in connection with a Business Combination, requiring compliance with more rigorous initial listing requirements[210].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Focus Impact BH3 Acquisition Company (Exa ...

Financial Position - The company had approximately $51.2 million remaining in the trust account after the first redemption of 17,987,408 public shares[147]. - 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[150]. - In connection with the July 2024 Special Meeting, the company had approximately $12.9 million remaining in the trust account after redemptions[158]. - As of June 30, 2024, the company had $50,205 in its operating bank account and a working capital deficit of $6,421,769[178]. - The company recorded a reserve for uncertain tax positions of $955,617 on the balance sheet as of June 30, 2024[173]. - The company had net borrowings of $988,402 from a Convertible Promissory Note issued to the Former Sponsor[179]. - The company has determined that it will not be able to sustain operations for the next twelve months without additional financing[178]. - As of June 30, 2024, the company reported no off-balance sheet arrangements[191]. Business Combination - The Business Combination Agreement values XCF at a pre-money equity value of $1,750,000,000, subject to adjustments for net debt and transaction expenses[161]. - The company extended the period to consummate an Initial Business Combination to July 31, 2024, with provisions for further extensions[150]. - The company has until February 7, 2025, to consummate an Initial Business Combination, with potential extensions until April 7, 2025[180]. - The company entered into a Subscription Agreement for capital contributions of up to $1,200,000 from Polar Multi-Strategy Master Fund, with repayment terms specified[152]. - The company recognized a liability of $418,400 at fair value for shares to be issued upon consummation of the Initial Business Combination[155]. - The company will issue shares of NewCo Common Stock based on a price of $10.00 per share as part of the Business Combination[161]. - The company has engaged multiple entities as capital market advisors, with fees payable upon consummation of the Initial Business Combination[155]. - The company engaged multiple capital market advisors in 2023, with a total fee of $3.5 million plus 4.0% of the gross proceeds raised from investors identified by the advisor[187]. Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $1,448,806, primarily due to operating costs of $1,370,395 and an income tax expense of $30,645[176]. - For the six months ended June 30, 2024, the company had a net loss of $3,953,562, with operating costs amounting to $4,016,639 and an income tax expense of $114,649[177]. - The company reported a net income of $2,405,303 for the three months ended June 30, 2023, driven by Trust Account interest income of $592,837[176]. - The company had a net income of $2,484,055 for the six months ended June 30, 2023, with Trust Account interest income of $1,164,678[177]. Accounting and Compliance - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[192]. - The company has identified critical accounting estimates that could materially affect financial results, including the fair value of Note Payable – Polar[189]. - The company has not recognized a liability for potential share issuance or Deferred CMA Fees as the completion of an Initial Business Combination is not yet probable[188]. - The company will bear the expenses incurred in connection with the filing of any registration statements under the Securities Act[182]. - The registration rights agreement restricts the transfer of founder shares until one year after the Initial Business Combination or under specific stock price conditions[183]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act[193]. - The company has not recognized any recent accounting pronouncements that would materially affect its financial statements[190]. Other Financial Obligations - The company issued an unsecured promissory note totaling up to $500,000 to the Sponsor on February 26, 2024, with $100,000 drawn by June 30, 2024[172]. - The underwriters received a cash underwriting discount of 2.0% of the gross proceeds from the initial public offering, totaling $4.6 million, and a deferred underwriting discount of 3.5%, amounting to $8.1 million[186].

On November 2, 2023, $335,259 of the Related Party Promissory Note was terminated and of no further force and effect, resulting in loan forgiveness by the note holder. For the terminated Related Party Promissory Note, the Company followed ASC 470. As a result, at December 31, 2023, the company reported $64,749 on the balance sheet on the line due to related party. During the first quarter of 2024, the Former Sponsor was repaid $64,749 and subsequently paid certain expenses on behalf of the company. As such, ...

Financial Position - The company has approximately $24.3 million remaining in the trust account after the second charter amendment and redemption of 2,700,563 public shares[92]. - A total of $232.3 million was placed in the trust account from the initial public offering and private placement, with a per unit price of $10.10[62]. - Following the first charter amendment, approximately $51.2 million remained in the trust account after 17,987,408 public shares were tendered for redemption[120]. - The company has issued approximately 5,312,029 shares of Class A common stock and 2,739,916 shares of Class B common stock as of April 22, 2024, following early redemptions and conversions[210]. - Holders of founder shares collectively owned 20% of the issued and outstanding shares upon the completion of the initial public offering, increasing to approximately 71.3% as of April 22, 2024[211]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, which could hinder business combination efforts[214]. - The company anticipates that the funds available outside of the trust account may not be sufficient to operate until the new termination date if the initial business combination is not completed[234]. - If the company is unable to secure additional capital, it may need to liquidate, potentially resulting in public stockholders receiving only an estimated $10.10 per share upon redemption[236]. Business Combination Plans - The termination date for the business combination has been extended to July 31, 2024, following stockholder approval[92]. - The Business Combination Agreement values XCF at a pre-money equity value of $1,750,000,000, with NewCo Common Stock priced at $10.00 per share[99]. - The company anticipates structuring its initial business combination to acquire at least 50% of the voting securities of the target business[149]. - The company may complete its initial business combination with a single target business or multiple target businesses, but complex accounting issues may limit this ability[250]. - The company may not seek stockholder approval for business combinations if the transaction is all cash, limiting stockholder influence[207]. - The company may enter into business combinations with targets that do not meet its established criteria, potentially increasing investment risks[195]. - The company has developed high-level investment criteria prioritizing businesses that are motivated to be Social-Forward Companies and can benefit from access to public capital markets[110]. - The company has the flexibility to identify and select prospective target businesses, although it will not pursue initial business combinations with other blank check companies[118]. Management and Governance - The company’s management team has experience in investment banking, operational management, and corporate governance, aimed at creating stockholder value[96]. - The company has three executive officers who will devote necessary time to affairs until the initial business combination is completed[125]. - The company may face conflicts of interest due to fiduciary obligations of its officers and directors to other entities[146]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[157]. Risks and Challenges - The company has no operating history and no revenues, making it difficult for investors to evaluate its ability to achieve business objectives[132]. - The company may face competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[124]. - The company may face limitations in acquiring target businesses due to the requirement for audited financial statements prepared in accordance with GAAP or IFRS[156]. - The company faces risks related to market volatility and geopolitical tensions, particularly from the ongoing conflict between Russia and Ukraine, which could affect its ability to find and complete business combinations[197]. - The increased cost and decreased availability of directors and officers' liability insurance may complicate negotiations for an initial business combination[223]. - The ongoing military conflict between Russia and Ukraine may have a material adverse effect on the global economy and capital markets, impacting the company's search for business combinations[258]. - A slowdown in economic growth in the markets where the company operates may materially and adversely affect its financial condition and results of operations[227]. - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete its initial business combination[243]. Shareholder Considerations - The ability of public stockholders to redeem shares for cash may make the company's financial condition less attractive to potential business combination targets[183]. - The company is not required to obtain an independent valuation for the business combination, which may leave stockholders without assurance that the transaction price is fair[229]. - The requirement to furnish stockholders with target business financial statements may hinder the completion of advantageous business combinations[253]. - The company must maintain a minimum of 400 holders of its securities to satisfy Nasdaq's continued listing requirements, which may be challenging due to anchor investors' purchases[210]. - A target business that does not meet the company's general criteria may lead to a higher number of stockholder redemption rights being exercised[256]. - The company is not required to obtain an independent opinion on the fairness of the price paid for a target business unless it is an affiliated entity, relying instead on the board's judgment[259].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of approximately $0.7 million, which included a loss of $56,185 from the change in fair valuation of convertible promissory notes and $0.5 million from derivative warrant liabilities[197]. - The company had net income of approximately $6.6 million for the nine months ended September 30, 2022, primarily from interest income of $1.7 million and a gain of $6.3 million from derivative warrant liabilities[198]. - The company had 5,012,592 weighted average common stock outstanding for the three months ended September 30, 2023, with a basic and diluted net loss per share of $0.02[212]. Capital and Funding - The company entered into a subscription agreement with Polar Multi-Strategy Master Fund for capital contributions of up to $1,200,000, which is expected to alleviate substantial doubt about its ability to continue as a going concern[200]. - As of October 6, 2023, the company had approximately $24.6 million remaining in the Trust Account after a second redemption of 2,700,563 public shares[196]. Compliance and Regulatory Matters - The company received a notice from Nasdaq indicating non-compliance with the Minimum Public Holders Rule, but was granted an extension to regain compliance[194]. - The company extended the deadline to complete an initial business combination to July 31, 2024, following the approval of stockholders at the October 2023 Special Meeting[196]. Shareholder Actions - The company’s Sponsor agreed to transfer 389,359 shares of Common Stock to stockholders who did not redeem their shares in connection with the October 2023 Special Meeting[196]. Management Outlook - The company’s management believes it will have sufficient working capital to sustain operations for the next twelve months[200]. Underwriting Fees - The underwriters were entitled to a total underwriting discount of $4,600,000 and a deferred fee of $8,050,000, which was waived in connection with the closing of the Purchase[207].

Financial Performance - For the three months ended June 30, 2022, the company reported a net income of approximately $4.9 million, which included interest income of $0.3 million and a gain of $5.1 million from changes in the fair valuation of derivative warrant liabilities [182]. - During the six months ended June 30, 2023, the company drew $0.9 million in working capital loans and recorded a gain of $0.4 million on the change in fair value of a convertible promissory note [188]. - For the six months ended June 30, 2023, warrants to purchase 17.9 million shares of Class A common stock were excluded from the computation of diluted net income (loss) per share due to their exercise price being greater than the average market price [206]. Cash and Liquidity - As of June 30, 2023, the company had approximately $163,495 in cash outside of the trust account for working capital needs and $52.3 million in cash and liquid securities held in trust, which is not available for working capital [184]. - The company has the ability to request working capital loans of up to $1.5 million from its sponsor to alleviate concerns about its ability to continue operations [191]. Business Combination and Extensions - The company expects a pro rata redemption price of approximately $10.24 per share of common stock if it does not extend the period to consummate a business combination, with an additional $0.035 per share for each month thereafter [180]. - The company has received a 30-day extension notice from the Sponsor to complete an initial business combination, extending the termination date from August 7, 2023, to September 6, 2023 [189]. Going Concern - The company believes it will not sustain operations for the next twelve months without additional financing, raising substantial doubt about its ability to continue as a going concern [191]. Investments - The company’s portfolio of investments held in the Trust Account consists of U.S. government securities with a maturity of 185 days or less, classified as trading securities [203]. Compliance and Controls - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to comply with new or revised accounting pronouncements based on their effective dates [207]. - As of June 30, 2023, the Co-Chief Executive Officers and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective [210]. Risk Factors - There have been no material changes to the risk factors disclosed in the Annual Report for the year ended December 31, 2022 [214]. IPO Costs - The company incurred transaction costs of approximately $22.4 million related to the initial public offering, which included $12.65 million in underwriters' fees and $9.28 million for the excess fair value of founder shares attributable to anchor investors [190].

Financial Position - As of March 31, 2023, the company had approximately $85,000 in cash outside of the trust account and $51.8 million in cash and liquid securities held in trust[173]. - The outstanding balance of the unsecured convertible promissory note was $0.3 million as of March 31, 2023[177]. - As of March 31, 2023, the company had no off-balance sheet arrangements[187]. Income and Revenue - For the three months ended March 31, 2023, the company reported a net income of $78,752, compared to a net income of $355,796 for the same period in 2022[184]. - The company has not generated any operating revenues since its initial public offering and will not do so until the completion of its initial business combination[171]. Financing Activities - The company drew a total of $0.7 million in working capital loans during the three months ended March 31, 2023, with $0.3 million repaid[177]. - The company completed a private placement of 6,400,000 warrants at a price of $1.50 per warrant, generating proceeds of $9.6 million[176]. Fair Value and Accounting - The company recorded a gain of $0.4 million on the change in fair value of the convertible promissory note for the three months ended March 31, 2023[177]. - The company does not expect any recently issued accounting pronouncements to materially affect its financial statements[186]. Shareholder Restrictions - The company has agreed to certain lock-up restrictions on founder shares until specific conditions are met following the initial business combination[180].

Financial Performance - For the year ended December 31, 2022, the company reported a net income of approximately $7.7 million, consisting of a gain of $6.8 million from the change in fair market valuation of derivative warrant liability and $3.0 million in interest income [441]. - The company reported a net income of $7,665,862 for the year ended December 31, 2022, compared to $12,427,342 for the previous year [452]. - A deemed dividend to Class A stockholders amounted to $3,969,976 for the year ended December 31, 2022, down from $37,127,388 in 2021 [452]. Cash and Investments - As of December 31, 2022, the company had approximately $51.3 million in cash and investments in liquid securities held in trust, with $14,000 available for working capital needs [440]. - The company had approximately $51.2 million remaining in the trust account after 17,987,408 public shares were tendered for redemption [418]. - The company has drawn a total of $0.3 million in Working Capital Loans as of December 31, 2022, with an outstanding balance of $0.3 million [444]. IPO and Transaction Costs - Transaction costs of the initial public offering amounted to approximately $22.4 million, including $12.65 million in underwriters' fees and $9.28 million for the excess fair value of founder shares [417]. - The underwriters received an underwriting discount of $0.20 per Unit, totaling $4,600,000, and a deferred fee of $0.35 per Unit, amounting to $8,050,000, contingent upon the completion of a Business Combination [447]. - The company executed an unsecured promissory note allowing it to borrow up to $300,000 for IPO expenses, which was fully repaid by October 7, 2021 [424]. Business Combination and Future Plans - The company intends to use funds for evaluating prospective business combination candidates and related expenses [420]. - The company will not generate operating revenues until the closing and completion of its initial business combination [421]. - If the company fails to consummate a business combination by the new termination date, the expected pro rata redemption price is approximately $10.22 per share of common stock [419]. Shareholder Information - The company had two classes of shares outstanding, Class A and Class B common stock, with basic net income per share of $0.32 for Class A and a loss of $1.95 for Class B [432]. - As of December 31, 2022, warrants to purchase 17,900,000 shares of Class A common stock were excluded from diluted net income calculations due to their anti-dilutive nature [453]. - The holders of founder shares have agreed to a lock-up period until one year after the initial business combination or certain stock price conditions are met [446]. Loans and Financing - The company has raised $300,000 in working capital loans from its sponsor, with the ability to request up to $1.5 million to alleviate concerns about continuing as a going concern [420]. - The company may convert up to $1.5 million of Working Capital Loans into warrants at a price of $1.50 per warrant upon the completion of a Business Combination [444]. - The company may use proceeds held outside the Trust Account to repay Working Capital Loans if a Business Combination does not close [444]. Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [455]. - The company has the right to register securities held by founders and private placement warrant holders, with up to three demands for registration [445].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $0.1 million, consisting of $0.2 million in interest income and $0.4 million from the change in fair value of warrant liability, offset by $0.4 million in general and administrative expenses [96]. - For the nine months ended September 30, 2022, the company achieved a net income of $5.4 million, which includes $0.5 million in interest income and $6.3 million from the change in fair value of warrant liability, with general and administrative expenses totaling $1.4 million [97]. Cash and Liquidity - As of September 30, 2022, the company had approximately $0.4 million in cash available for working capital needs and $233.7 million in cash and liquid marketable securities held in trust [101]. - The company has determined that it will not be able to sustain operations for the next twelve months without obtaining additional financing, raising substantial doubt about its ability to continue as a going concern [104]. - The company plans to request Working Capital Loans of up to $1.5 million from its Sponsor to alleviate concerns about its ability to continue operations [104]. Transaction Costs and Financing - The company incurred transaction costs of $22,407,388 during its initial public offering, which included $12,650,000 in underwriters' fees and discounts [92]. - The underwriters are entitled to a deferred fee of $8,050,000, which will become payable only if the company completes a Business Combination [110]. - The company issued 6,400,000 Private Placement Warrants at a price of $1.50 per warrant, generating proceeds of $9,600,000 [107]. Accounting Policies - No material changes to critical accounting policies and estimates since the Annual Report [117]. - Significant accounting policies include fair value of warrant liability and marketable debt securities [117]. - Management does not anticipate recent accounting pronouncements to materially affect financial statements [117]. Business Combination Expectations - The company expects the pro rata redemption price to be approximately $10.20 per share of common stock if it extends the period to consummate a business combination once [93]. Debt and Obligations - The company has no long-term debt or capital lease obligations as of September 30, 2022, other than a monthly fee of $15,000 for office space and administrative support [109].