Financial Position - The company had approximately $51.2 million remaining in the trust account after the first redemption of 17,987,408 public shares[201]. - 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[204]. - The company had 5,312,029 shares of Class A common stock and 2,750,000 shares of Class B common stock outstanding after the October 2023 Special Meeting[204]. - As of September 30, 2024, the company had $594,619 in its operating bank account and a working capital deficit of $6,982,150[243]. - The company has a working capital deficit and expects to incur additional costs in pursuit of its Initial Business Combination[243]. - As of September 30, 2024, the company recognized a reserve for uncertain tax positions amounting to $115,870, reflecting uncertainties in the deduction of startup and operating costs[236]. - The company incurred net borrowings of $988,402 from a Convertible Promissory Note and issued a non-interest-bearing promissory note of up to $1,052,644 on July 31, 2023[245]. - The company issued an unsecured promissory note totaling up to $500,000 to the Sponsor, with $110,000 drawn as of September 30, 2024[233]. - The company recognized a liability of $418,400 for shares to be issued upon consummation of the Initial Business Combination[209]. Business Combination - The Business Combination Agreement values XCF at a pre-money equity value of $1,750,000,000, with shares priced at $10.00 each[216]. - The company entered into a Subscription Agreement with Polar Multi-Strategy Master Fund for capital contributions of up to $1,200,000, to be repaid within five business days of closing an Initial Business Combination[206]. - The company extended the deadline to consummate an Initial Business Combination to July 31, 2024, with the option for two additional one-month extensions[204]. - The Business Combination Agreement was amended to extend the termination date to March 31, 2025[222]. - The company has until February 7, 2025, to complete an Initial Business Combination, with a potential extension until April 7, 2025, or face mandatory liquidation[248]. - On March 11, 2024, the company entered into a proposed Business Combination Agreement with XCF to alleviate going concern considerations[249]. - The company entered into non-redemption agreements with stockholders, resulting in commitments not to redeem 1,946,794 shares of Class A common stock[205]. - The company will issue one share of common stock for each dollar of capital contribution funded prior to the closing of the Initial Business Combination[206]. Operating Results - For the three months ended September 30, 2024, the company reported a net loss of $1,006,971, primarily due to operating costs of $1,047,765, offset by various income sources including $719 in operating account interest income and $230,142 in Trust Account interest income[239]. - For the nine months ended September 30, 2024, the company had a net loss of $4,960,533, which included $5,064,404 in operating costs, partially offset by $873,535 in Trust Account interest income[241]. - For the three months ended September 30, 2023, the company reported a net loss of $701,173, with significant contributions from an income tax expense of $645,032 and a loss of $524,470 from changes in fair valuation of derivative warrant liabilities[240]. - For the nine months ended September 30, 2023, the company achieved a net income of $1,782,882, driven by $1,874,489 in Trust Account interest income and a gain of $1,226,150 from changes in fair valuation of derivative warrant liabilities[242]. - The company incurred $1,047,765 in operating costs for the three months ended September 30, 2024, net of $174,232 in reimbursable expenses[239]. Market and Regulatory Issues - The company received a delisting notice from Nasdaq on October 7, 2024, due to failure to complete a business combination within 36 months of its IPO[234]. - Following the delisting, the company's securities began trading on the OTC Pink Marketplace under new symbols[235]. - The underwriters received a cash underwriting discount of 2.0% of the gross proceeds of the initial public offering, totaling $4.6 million, and a deferred underwriting discount of 3.5%, amounting to $8,050,000[256]. - The company engaged capital market advisors in 2023, with fees payable upon consummation of the Initial Business Combination, totaling $3,500,000 plus 4.0% of gross proceeds raised[257]. - As of September 30, 2024, the company had no off-balance sheet arrangements[264]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[265].
Crixus BH3 Acquisition pany(BHAC) - 2024 Q3 - Quarterly Report