Forward Looking Statements
This information includes “forward-looking statements” within the
meaning of the United States securities laws. In some cases, you can
identify forward-looking statements by terminology such as “may”,
“should”, “expect”, “intend”, “will”, “estimate”, “anticipate”,
“believe”, “predict”, “potential” or “continue”, or the negatives of
these terms or variations of them or similar terminology. These
forward-looking statements, including, without limitation, Focus
Impact BH3’s and XCF’s expectations with respect to future performance
and anticipated financial impacts of the business combination and the
acquisition of New Rise, estimates and forecasts of other financial
and performance metrics, projections of market opportunity and market
share, the satisfaction of the closing conditions to the business
combination and the New Rise acquisition and the timing of the
completion of the business combination and the New Rise acquisition,
are subject to risks and uncertainties, which could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements. These forward-looking statements are based
upon estimates and assumptions that, while considered reasonable by
Focus Impact BH3 and its management, and XCF and its management, as
the case may be, are inherently uncertain and subject to material
change. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as and must not be relied
on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. New risks and
uncertainties may emerge from time to time, and it is not possible to
predict all risks and uncertainties.
No Offer or Solicitation
This information relates to the business combination and is neither an
offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities or the solicitation of any vote in any
jurisdiction pursuant to the business combination or otherwise, nor
shall there be any sale, issuance or transfer or securities in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended,
or an exemption therefrom, and otherwise in accordance with applicable
law.
Important Additional Information Regarding the Transaction Will Be
Filed With the SEC
In connection with the business combination, Focus Impact BH3
Acquisition Company (“Focus Impact BH3”) and XCF Global Capital, Inc.
(“XCF”) intend to prepare, and Focus Impact BH3 (or a newly-formed
successor entity) intends to file with the SEC a Registration
Statement on Form S-4 (the “Registration Statement”) containing a
prospectus with respect to the securities to be issued in connection
with the business combination, a proxy statement with respect to the
stockholders’ meeting of Focus Impact BH3 to vote on the business
combination and certain other related documents. Investors, security
holders and other interested persons are urged to read, when
available, the preliminary proxy statement/prospectus in connection
with Focus Impact BH3’s solicitation of proxies for its special
meeting of stockholders to be held to approve the business combination
(and related matters) and general amendments thereto and the
definitive proxy statement/prospectus because the proxy
statement/prospectus will contain important information about Focus
Impact BH3, XCF and the business combination. When available, Focus
Impact BH3 will mail the definitive proxy statement/prospectus and
other relevant documents to its stockholders as of a record date to be
established for voting on the business combination. This information
is not a substitute for the Registration Statement, the definitive
proxy statement/prospectus or any other document that Focus Impact BH3
will send to its stockholders in connection with the business
combination. Once the Registration Statement is declared effective,
copies of the Registration Statement, including the definitive proxy
statement/prospectus and other documents filed by Focus Impact BH3,
XCF or a newly formed successor entity with the SEC, may be obtained,
free of charge, by directing a request to Focus Impact BH3 Acquisition
Company, 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105.
The preliminary and definitive proxy statement/prospectus to be
included in the Registration Statement, once available, can also be
obtained, without charge, at the SEC’s website (www.sec.gov).
