Financial Position - The company has approximately 232.3 million was placed in the trust account from the initial public offering and private placement, with a per unit price of 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 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 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].
Crixus BH3 Acquisition pany(BHAC) - 2023 Q4 - Annual Report