425: Focus Impact BH3 Stockholders Approve Business Combination with XCF Global Capital, Inc.

Focus Impact BH3 stockholders have approved the business combination with XCF Global Capital, Inc., paving the way for XCF to trade on the Nasdaq under the ticker symbol 'SAFX'.

Summary

• Focus Impact BH3 Acquisition Company stockholders approved the business combination with XCF Global Capital, Inc. at a special meeting held on February 27, 2025.
• The Business Combination is expected to close in March 2025, subject to customary closing conditions.
• Following the closing, the combined company will operate as 'XCF Global, Inc.' and is expected to trade on the Nasdaq Capital Market under the ticker symbol 'SAFX'.
• XCF Global Capital, Inc. focuses on decarbonizing the aviation industry through Sustainable Aviation Fuel (SAF).
• Cohen & Company Capital Markets acted as exclusive financial advisor and joint capital markets advisor to XCF.
• Height Capital Markets served as joint capital markets advisor to XCF.
• BTIG, LLC acted as capital markets advisor to Focus Impact BH3.
• Stradley Ronon Stevens & Young, LLP and Kirkland & Ellis LLP served as legal counsel to XCF and Focus Impact BH3, respectively.
• Alliance Advisors Investor Relations served as investor relations and public relations advisor for the transaction.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the shareholder approval is a significant step forward. However, the forward-looking statements and associated risks temper the overall outlook.

Positives

• Shareholder approval clears the path for the business combination between Focus Impact BH3 and XCF Global Capital, Inc.
• Listing on the Nasdaq Capital Market under the ticker 'SAFX' will provide XCF Global, Inc. with increased visibility and access to capital.
• XCF's focus on Sustainable Aviation Fuel (SAF) aligns with the growing global emphasis on decarbonization and sustainable practices.

Risks

• The closing of the business combination is subject to the satisfaction or waiver of certain closing conditions.
• The combined company's stock trading on the Nasdaq is subject to final listing approval.
• Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially.
• Risks include changes in market conditions, redemptions by Focus Impact BH3's public stockholders, and the outcome of legal proceedings.
• The inability to successfully close the business combination or meet stock exchange listing standards could adversely affect the company.
• The ability of XCF to integrate the operations of New Rise and implement its business plan on its anticipated timeline, including the inability to launch commercial operations in the New Rise plant in Reno, Nevada in the near future.
• The availability of tax credits and other federal, state or local government support is a risk.

Future Outlook

The combined company, XCF Global, Inc., expects to have its Class A common stock traded on The Nasdaq Capital Market under the ticker symbol 'SAFX', subject to final listing approval, following the closing of the Business Combination in March 2025.

Industry Context

This announcement reflects the growing trend of SPAC mergers in the sustainable energy sector, particularly in areas like Sustainable Aviation Fuel (SAF). The aviation industry is under increasing pressure to reduce its carbon footprint, making SAF a critical area of investment and innovation. Competitors in the SAF space include established energy companies and other startups focused on alternative fuel technologies.

Comparison to Industry Standards

• It is difficult to compare XCF to industry standards as it is still in the development stage.
• Other companies in the SAF space include Neste, Gevo, and Velocys, which are further along in terms of commercial production.
• XCF's success will depend on its ability to secure partnerships, obtain regulatory approvals, and scale its production facilities efficiently.

Stakeholder Impact

• Shareholders of Focus Impact BH3 have approved the business combination, impacting their investment.
• Employees of XCF Global Capital, Inc. and New Rise Renewables will be integrated into the combined company.
• The business combination aims to accelerate the adoption of SAF, impacting the aviation industry and its customers.
• Suppliers and partners in the energy and transportation sectors will be affected by XCF's growth and expansion.

Next Steps

• Satisfaction or waiver of closing conditions.
• Closing of the Business Combination.
• Commencement of trading on the Nasdaq Capital Market under the ticker symbol 'SAFX'.
• Integration of New Rise Renewables, LLC and New Rise SAF Renewables Limited Liability Company.

Key Dates