Form 4: Focus Impact BH3 Acquisition Co Completes Business Combination with XCF Global Capital, Sponsor Exits Pre-Merger Holdings

Focus Impact BHAC Sponsor, LLC has reported the disposal of all its Class A and Class B common stock in Focus Impact BH3 Acquisition Co, signaling the successful completion of the SPAC's initial business combination with XCF Global Capital, Inc.

Summary

• Focus Impact BHAC Sponsor, LLC, identified as a former 10% holder of Focus Impact BH3 Acquisition Co (BHAC), reported changes in its beneficial ownership.
• On June 6, 2025, the sponsor disposed of 2,850,940 shares of Class A common stock.
• Concurrently, 845,363 shares of Class B common stock were also disposed of by the sponsor.
• These disposals occurred in connection with the closing of BHAC's initial business combination with XCF Global Capital, Inc.
• Following these transactions, Focus Impact BHAC Sponsor, LLC's beneficial ownership in BHAC is now 0 shares for both Class A and Class B common stock, as the securities were exchanged for shares of the post-business combination company.

Sentiment

Score: 7

Explanation: The filing indicates the successful completion of a SPAC's primary objective – the business combination. While it's a routine insider transaction, the underlying event (merger completion) is a positive milestone for the SPAC and its shareholders, as it transitions into an operating company.

Positives

• The successful completion of the initial business combination with XCF Global Capital, Inc., which is the primary objective of a Special Purpose Acquisition Company (SPAC), has been achieved.
• The sponsor's orderly exit from its pre-combination holdings, transitioning to shares in the combined entity, indicates a standard and expected process post-merger.

Future Outlook

The completion of the business combination means Focus Impact BH3 Acquisition Co has merged with XCF Global Capital, Inc., and the combined entity will now operate as a single public company. The future outlook will depend on the performance and strategic direction of this newly combined entity.

Industry Context

This filing represents a critical milestone in the lifecycle of a Special Purpose Acquisition Company (SPAC), specifically the 'de-SPAC' transaction. It signifies that Focus Impact BH3 Acquisition Co has successfully identified and merged with a target company, XCF Global Capital, Inc., fulfilling its primary purpose. This is a common occurrence in the SPAC market, where sponsors typically exchange their pre-merger shares for shares in the newly combined public entity.

Related Party Transactions

• The transaction itself, involving the SPAC sponsor disposing of shares in connection with the business combination, can be considered a related party transaction as the sponsor is a key insider. However, it is a standard and expected part of the SPAC merger process.

Stakeholder Impact

• Shareholders: Existing shareholders of Focus Impact BH3 Acquisition Co will now hold shares in the combined entity with XCF Global Capital, Inc., subject to the terms of the merger agreement. This represents a significant change in the nature of their investment from a SPAC shell to an operating company.

Next Steps

• The combined entity, resulting from the merger of Focus Impact BH3 Acquisition Co and XCF Global Capital, Inc., will commence operations as a single public company.
• Further disclosures regarding the combined company's financial performance, governance, and strategic plans are expected in future filings.

Key Dates

Keywords

SPAC, business combination, merger, acquisition, Form 4, beneficial ownership, insider transaction, BHAC, XCF Global Capital, de-SPAC