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Crixus BH3 Acquisition pany(BHAC) - 2023 Q2 - Quarterly Report
BHACCrixus BH3 Acquisition pany(BHAC)2023-08-13 16:00

Financial Performance - For the three months ended June 30, 2022, the company reported a net income of approximately 4.9million,whichincludedinterestincomeof4.9 million, which included interest income of 0.3 million and a gain of 5.1millionfromchangesinthefairvaluationofderivativewarrantliabilities[182].−DuringthesixmonthsendedJune30,2023,thecompanydrew5.1 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 0.4milliononthechangeinfairvalueofaconvertiblepromissorynote[188].−ForthesixmonthsendedJune30,2023,warrantstopurchase17.9millionsharesofClassAcommonstockwereexcludedfromthecomputationofdilutednetincome(loss)pershareduetotheirexercisepricebeinggreaterthantheaveragemarketprice[206].CashandLiquidity−AsofJune30,2023,thecompanyhadapproximately0.4 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 52.3millionincashandliquidsecuritiesheldintrust,whichisnotavailableforworkingcapital[184].−Thecompanyhastheabilitytorequestworkingcapitalloansofupto52.3 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 10.24pershareofcommonstockifitdoesnotextendtheperiodtoconsummateabusinesscombination,withanadditional10.24 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 22.4millionrelatedtotheinitialpublicoffering,whichincluded22.4 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].