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Crixus BH3 Acquisition pany(BHAC) - 2022 Q4 - Annual Report
BHACCrixus BH3 Acquisition pany(BHAC)2023-03-30 16:00

Financial Performance - For the year ended December 31, 2022, the company reported a net income of approximately 7.7million,consistingofagainof7.7 million, consisting of a gain of 6.8 million from the change in fair market valuation of derivative warrant liability and 3.0millionininterestincome[441].−Thecompanyreportedanetincomeof3.0 million in interest income [441]. - The company reported a net income of 7,665,862 for the year ended December 31, 2022, compared to 12,427,342forthepreviousyear[452].−AdeemeddividendtoClassAstockholdersamountedto12,427,342 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 37,127,388in2021[452].CashandInvestments−AsofDecember31,2022,thecompanyhadapproximately37,127,388 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 14,000availableforworkingcapitalneeds[440].−Thecompanyhadapproximately14,000 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 0.3millioninWorkingCapitalLoansasofDecember31,2022,withanoutstandingbalanceof0.3 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 22.4million,including22.4 million, including 12.65 million in underwriters' fees and 9.28millionfortheexcessfairvalueoffoundershares[417].−Theunderwritersreceivedanunderwritingdiscountof9.28 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,andadeferredfeeof4,600,000, and a deferred fee of 0.35 per Unit, amounting to 8,050,000,contingentuponthecompletionofaBusinessCombination[447].−Thecompanyexecutedanunsecuredpromissorynoteallowingittoborrowupto8,050,000, 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 10.22pershareofcommonstock[419].ShareholderInformation−Thecompanyhadtwoclassesofsharesoutstanding,ClassAandClassBcommonstock,withbasicnetincomepershareof10.22 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 1.95forClassB[432].−AsofDecember31,2022,warrantstopurchase17,900,000sharesofClassAcommonstockwereexcludedfromdilutednetincomecalculationsduetotheiranti−dilutivenature[453].−Theholdersoffoundershareshaveagreedtoalock−upperioduntiloneyearaftertheinitialbusinesscombinationorcertainstockpriceconditionsaremet[446].LoansandFinancing−Thecompanyhasraised1.95 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 1.5milliontoalleviateconcernsaboutcontinuingasagoingconcern[420].−Thecompanymayconvertupto1.5 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].