Focus Impact BH3 Stockholders
Vote to Approve Business Combination with XCF Global Capital, Inc.
Reno, NV, and New
York, NY, March 4, 2025 – Focus Impact BH3 Acquisition Company (OTC
PINK: BHAC) (“Focus Impact BH3”), a special purpose acquisition company, and
XCF Global Capital, Inc. (“XCF”), a key player in decarbonizing the aviation
industry through Sustainable Aviation Fuel (“SAF”), today announced that Focus Impact BH3
stockholders have voted to approve the previously announced business
combination (“Business Combination”) with XCF at a special meeting held on
February 27, 2025.
Subject to the
satisfaction or waiver of certain closing conditions, the Business Combination
is expected to close in March 2025.
Following the
closing of the Business Combination, the combined company, that will operate
under the name “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.
Advisors
Cohen &
Company Capital Markets, a division of J.V.B. Financial Group, LLC, 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.
About Focus
Impact BH3 Acquisition Co.
Focus Impact BH3
Acquisition Co. is a special purpose acquisition company formed for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization, or similar business combination with one or more
businesses. Focus Impact BH3 is sponsored by Focus Impact Partners, LLC, a
private investment firm dedicated to bringing capital and expertise to socially
forward companies and helping those companies realize their growth and
development objectives. To learn more, visit www.bh3ac.com.
About XCF Global
Capital, Inc.
XCF Global Capital, Inc. is a pioneering
sustainable aviation fuel company dedicated to accelerating the aviation
industry’s transition to net-zero emissions. The Company is developing and
operating state-of-the-art clean fuel SAF production facilities engineered to
the highest levels of compliance, reliability, and quality. The Company is
actively building partnerships across the energy and transportation sectors to
accelerate the adoption of SAF on a global scale. To learn more, visit www.xcf.global.
Forward Looking Statements
This Press Release includes “forward-looking statements” within the
meaning of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. 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 acquisitions of New Rise Renewables, LLC and New Rise SAF Renewables
Limited Liability Company (collectively, “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 timing of the consummation of the Business Combination, 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. Factors
that may cause actual results to differ materially from current expectations
include, but are not limited to: (1) changes in domestic and foreign business,
market, financial, political, and legal conditions; (2) the amount of
redemptions by Focus Impact BH3’s public stockholders in connection with the Business
Combination; (3) the occurrence of any event, change or other circumstances
that could give rise to the termination of negotiations and any agreements with
respect to the Business Combination or with regard to the Company’s offtake
arrangements; (4) the outcome of any legal proceedings that may be instituted
against Focus Impact BH3, XCF, NewCo or others; (5) the inability of the
parties to successfully or timely close the Business Combination, including the
risk that any required regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect NewCo or
the expected benefits of the Business Combination or that the approval of
stockholders is not obtained; (6) changes to the proposed structure of the
proposed transactions that may be required or appropriate as a result of
applicable laws or regulations; (7) the ability to meet stock exchange listing
standards following the consummation of the Business Combination; (8) 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;
(9) the risk that the proposed transactions disrupt current plans and
operations of Focus Impact BH3 or XCF as a result of the announcement and
consummation of the proposed transactions; (10) the ability to recognize the
anticipated benefits of the proposed transactions, which may be affected by,
among other things, competition, the ability of NewCo to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain its
management and key employees; (11) costs related to the proposed transactions;
(12) changes in applicable laws or regulations; (13) risks related to extensive
regulation, compliance obligations and rigorous enforcement by federal, state,
and non-U.S. governmental authorities; (14) the possibility that Focus Impact
BH3, XCF or NewCo may be adversely affected by other economic, business, and/or
competitive factors; (15) the availability of tax credits and other federal,
state or local government support; (16) risks relating to XCF’s and New Rise’s
key intellectual property rights; and (17) various factors beyond management’s
control, including general economic conditions and other risks, uncertainties
and factors set forth in the section entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in the final prospectus relating to
the initial public offering of Focus Impact BH3, dated October 4, 2021, and
other filings with the Securities and Exchange Commission (“SEC”) from time to
time, including the registration statement on Form S-4, as amended, initially
filed with the SEC by Focus Impact BH3 NewCo, Inc. (“NewCo”) and XCF on July
31, 2024. If any of the risks actually occur, either alone or in combination
with other events or circumstances, or Focus Impact BH3’s or XCF’s assumptions
prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be additional risks that
Focus Impact BH3 or XCF does not presently know or that it currently believes
are not material that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements reflect Focus Impact BH3’s or XCF’s expectations, plans or forecasts
of future events and views as of the date of this Press Release. These
forward-looking statements should not be relied upon as representing Focus
Impact BH3’s or XCF’s assessments as of any date subsequent to the date of this
Press Release. Accordingly, undue reliance should not be placed upon the
forward-looking statements. While Focus Impact BH3 or XCF may elect to update
these forward-looking statements at some point in the future, Focus Impact BH3
and XCF specifically disclaim any obligation to do so.
Contacts
XCF Global Capital, Inc.:
Chris Santa Cruz
invest@xcf.global
For Media:
Fatema Bhabrawala
fbhabrawala@allianceadvisors.com