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Crixus BH3 Acquisition pany(BHAC) - 2023 Q3 - Quarterly Report
BHACCrixus BH3 Acquisition pany(BHAC)2023-11-19 16:00

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of approximately 0.7million,whichincludedalossof0.7 million, which included a loss of 56,185 from the change in fair valuation of convertible promissory notes and 0.5millionfromderivativewarrantliabilities[197].−Thecompanyhadnetincomeofapproximately0.5 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 1.7millionandagainof1.7 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].CapitalandFunding−ThecompanyenteredintoasubscriptionagreementwithPolarMulti−StrategyMasterFundforcapitalcontributionsofupto0.02[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 24.6millionremainingintheTrustAccountafterasecondredemptionof2,700,563publicshares[196].ComplianceandRegulatoryMatters−ThecompanyreceivedanoticefromNasdaqindicatingnon−compliancewiththeMinimumPublicHoldersRule,butwasgrantedanextensiontoregaincompliance[194].−ThecompanyextendedthedeadlinetocompleteaninitialbusinesscombinationtoJuly31,2024,followingtheapprovalofstockholdersattheOctober2023SpecialMeeting[196].ShareholderActions−Thecompany’sSponsoragreedtotransfer389,359sharesofCommonStocktostockholderswhodidnotredeemtheirsharesinconnectionwiththeOctober2023SpecialMeeting[196].ManagementOutlook−Thecompany’smanagementbelievesitwillhavesufficientworkingcapitaltosustainoperationsforthenexttwelvemonths[200].UnderwritingFees−Theunderwriterswereentitledtoatotalunderwritingdiscountof24.6 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].