フォーカスインパクトBH3の適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2024

Focus Impact BH3 Acquisition Co

(Exact name of registrant as specified in its charter)

Delaware		001-40868		86-2249068
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

1345 Avenue Of The Americas, 33rd Floor, New York, NY		10105
(Address of principal executive offices)		(Zip Code)

(212) 213-0243

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant	BHACU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	BHAC	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	BHACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

As previously announced, on March 11, 2024, Focus Impact BH3 Acquisition Company (“BHAC”) entered into a Business Combination Agreement (the “Business Combination Agreement”) with Focus Impact BH3 Newco, Inc., a Delaware corporation and wholly owned subsidiary of BHAC (“NewCo”), Focus Impact BH3 Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Focus Impact BH3 Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub 2”), and XCF Global Capital, Inc., a Nevada corporation ( “XCF”). As a result of the Business Combination, NewCo will become a new publicly-traded company.

Attached as Exhibit 99.1 is the transcript from a recording first made available on March 12, 2024, in which executives from BHAC and XCF discuss the Business Combination.

On March 12, 2024, BHAC and Wray Thorn posted on their LinkedIn pages regarding the announcement of the proposed Business Combination. A copy of the post is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of BHAC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1 and 99.2.

Forward-Looking Statements

This Current Report on Form 8-K 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, BHAC’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 New Rise acquisitions and the timing of the consummation of the Business Combination and the New Rise acquisitions, 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 the New Rise acquisitions or with regard to the Company’s offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against BHAC, 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 inability of XCF to successfully or timely consummate the New Rise acquisitions, 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; (8) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (9) 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 operations in the New Rise plant in Reno, Nevada in the near future; (10) the risk that the proposed transactions disrupt current plans and operations of BHAC or XCF as a result of the announcement and consummation of the proposed transactions; (11) 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; (12) costs related to the proposed transactions; (13) changes in applicable laws or regulations; (14) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (15) the possibility that BHAC, XCF or NewCo may be adversely affected by other economic, business, and/or competitive factors; (16) the availability of tax credits and other federal, state or local government support (17) risks relating to XCF’s and New Rise’s key intellectual property rights; and (18) 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 BHAC, dated October 4, 2021, and other filings with the SEC, including the registration statement on Form S-4 to be filed with the SEC by BHAC or a successor entity in connection with the transaction (the “Registration Statement”). If any of the risks actually occur, either alone or in combination with other events or circumstances, or BHAC’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 BHAC 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 BHAC’s or XCF’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. These forward-looking statements should not be relied upon as representing BHAC’s or XCF’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. While BHAC or XCF may elect to update these forward-looking statements at some point in the future, BHAC and XCF specifically disclaim any obligation to do so.

Additional Information about the Proposed Business Combination and Where to Find It

In connection with the Business Combination, BHAC and XCF intend to prepare, and BHAC (or NewCo) intends to file with the SEC 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 BHAC to vote on the Business Combination and certain other related documents. Investors, securityholders and other interested persons are urged to read, when available, the preliminary proxy statement/prospectus in connection with BHAC’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 BHAC, XCF and the Business Combination. When available, BHAC 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 Current Report on Form 8-K is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that BHAC 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 BHAC, 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).

Participants in the Solicitation

BHAC, NewCo and each of their directors, executive officers and other members of management may be deemed to be participants in the solicitation of proxies of BHAC’s stockholders in connection with the Business Combination under SEC rules. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of BHAC’s stockholders in connection with the Business Combination will be in the Registration Statement and the proxy statement/prospectus included therein, when it is filed with the SEC. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of BHAC’s directors and officers in BHAC’s filings with the SEC and such information will also be in the Registration Statement to be filed with the SEC, which will include the proxy statement/prospectus of BHAC for the Business Combination.

XCF and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of BHAC in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the proxy statement/prospectus of BHAC for the Business Combination when available.

No Offer or Solicitation

This Current Report on Form 8-K 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.

Item 9.01.

Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.		Description

99.1		Transcript of Recorded Investor Presentation
99.2		Social Media Posts
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 12, 2024

	FOCUS IMPACT BH3 ACQUISITION COMPANY

	By:	/s/Carl Stanton
	Name: Carl Stanton
	Title: Chief Executive Officer

EX-99.1 2 ef20023982_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

XCF Global Capital, Inc. Business Combination

with Focus Impact BH3 Acquisition Co.

Conference Call Transcript

Date:	Tuesday, March 12, 2024

Time:	9:00 AM ET

Speakers:	Carl Stanton
	CEO, Focus Impact BH3 Acquisition Co.

	Mihir Dange
	CEO, XCF Global Capital, Inc.

	Jade Liou
	CFO, XCF Global Capital, Inc.

	Wray Thorn
	CIO, Focus Impact BH3 Acquisition Co.

Operator:

Thank you for standing by; this is the conference operator.

Good morning, and welcome to the investor conference call in connection with the announced business combination between XCF Global Capital, Inc. or XCF and Focus Impact BH3 Acquisition Co. or Focus Impact BH3.

As a reminder, all participants are in listen-only mode and the conference is being recorded. Should you need assistance during the conference call you may signal an operator by pressing * then 0.

I would like to first remind everyone that this call contains forward-looking statements including, but not limited to, statements relating to XCF’s and Focus Impact BH3’s expectations or predictions on their respective financial and business performance and conditions, expectations or assumptions in consummating the proposed business combination between the parties, and future XCF performance.

Forward-looking statements are inherently subject to risks, uncertainties (some of which are beyond the control of the companies) and assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements and they are not guarantees of performance. I encourage you to read the press release issued today, the accompanying presentation and to review Focus Impact BH3’s filings with the SEC for a discussion of these risks that can affect the business combination, XCF’s business, and the business of the combined company after completion of the proposed business combination. Focus Impact BH3 and XCF are under no obligation and expressly disclaim any obligation to update, alter or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

In addition, we will be discussing certain non-GAAP financial measures today, including EBITDA. Please see our other materials furnished with the SEC for additional information regarding these non-GAAP financial measures. The non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. In addition, these measures may differ from similarly titled measures used by other companies. XCF is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures for projected EBITDA in future periods without unreasonable effort, and therefore no reconciliation of forward-looking EBITDA is included.

I will now turn the call over to Mr. Carl Stanton, CEO of Focus Impact BH3. Please go ahead.

Carl Stanton:

Good morning, thank you all for joining the call. Today, we are excited to announce Focus Impact BH3’s proposed business combination with XCF Global Capital, a new leader in the renewable fuels industry.

Focus Impact BH3 is a special purpose acquisition corp. controlled by Focus Impact Partners, and we’ve had a vision of bringing to market a great company that is creating a positive impact for the world while developing world-class financial results. I’m happy to report that we found a company that exemplifies our vision in XCF Global. XCF intends to be a leading producer of sustainable aviation fuel or “SAF” in North America and is expanding to the public markets in order to accelerate its growth.

The aviation industry contributes a whopping 12% of all transportation-related carbon emissions and its share of global energy-related CO2 emissions has grown faster than all other transport forms. This is why corporations and governments worldwide have developed a plan to reduce it. The International Air Transport Association or IATA, the agency that represents 320 airlines across 120 countries, has established emissions reduction policies to reduce absolute emissions by 50% by 2050.

SAF is the key to unlocking the aviation industry’s carbon footprint problem. SAF allows for an impressive reduction of up to 80% in carbon emissions over the fuel lifecycle as compared to traditional jet fuel. It is a drop-in fuel, meaning there are no changes required to the current aviation fleet, and it is readily accepted worldwide.

A shift in customer sentiment and new regulatory policies in North America, Europe, and Asia provide massive tailwinds for both SAF supply and demand, driving the need for additional suppliers. As an example, here in the United States, with the benefit of heavy federal government incentives, many major US airlines have expressed support for SAF through the establishment of climate targets, including targets to have at least 10% SAF in their fleets by 2030. This target represents 3 billion gallons of consumption compared to only 25 million gallons consumed last year.

XCF seeks to address the industry’s growing demand for SAF and is set for tremendous growth. To that end, XCF has signed a definitive agreement to acquire New Rise Renewables, which owns a flagship plant and adjacent site in Reno, Nevada. Pending the close of this transaction, the Reno site is anticipated to be in production in 2024, with an expected 38 million gallons of annual production. This will be followed by three additional sites, which are already slated for production by 2028, bringing the total for Company to over 150 million gallons of annual capacity.

Importantly, XCF has assembled an excellent management team with decades of experience, and proven ability to execute, including its CEO, Mihir Dange, who I’m really pleased to introduce to you today.

Mihir, please go ahead.

Mihir Dange:

Thanks Carl, and thanks to everyone for joining us on the call today. On behalf of the entire XCF team, I want to also express our enthusiasm for this transaction, and what it means for the future of our company as an early mover in the rapidly developing world of sustainable aviation fuel.

At XCF, we see tremendous growth potential from SAF and renewables and are very eager to help define the landscape. We live in an exciting time with so many compelling green energy platforms racing to reduce the globe’s carbon footprint. SAF production in the United States is in the very early stages, and I strongly believe XCF has the potential of being a leader in this space.

Before we dive deeper, what is sustainable aviation fuel?

SAF is a synthetic kerosene derived from non-food feedstocks such as waste oils and fats, green and municipal waste and non-food crops, and it recycles CO2 absorbed by biomass during its lifetime rather than injecting new carbon into the ecosystem. Using SAF instead of conventional fossil-based jet fuel could reduce greenhouse gas emissions by up to 80%. As SAF is chemically identical to conventional jet fuel, we believe SAF is the only viable near-term solution to decarbonizing the aviation sector, as it is both drop-in ready, meaning it is easily integrated with the existing aviation infrastructure, and it has the required energy density, meaning that just like jet fuel it can power long distance flights without adding significant weight.

As Carl mentioned, the whole aviation industry is working towards decarbonization. Governments, transportation agencies and leading global airlines have set emissions reduction policies to meet lofty carbon reduction goals. In the United States, multiple government agencies have partnered to launch the SAF Grand Challenge, to encourage domestic consumption of 3 billion gallons of SAF by 2030. According to the EPA, only 14 million gallons of SAF were consumed in the US in 2022.

These regulatory tailwinds, coupled with our belief that SAF is the only viable option for aviation decarbonization, is why we at XCF have harnessed our full suite of capabilities towards pursuing our mission of becoming a leading SAF producer, and helping to do our part in decarbonizing the planet.

Here are some reasons why we feel we are poised for success. First, we have an existing pipeline of projects with one on the precipice of being operational. Pending our acquisition of New Rise Renewables, our first facility in Reno, Nevada is expected to be in production by fall of 2024, and we expect to develop the adjacent site for SAF production beginning operations in 2026. We intend to convert two additional plants in Florida and North Carolina to SAF production by 2028. That’s a total of four sites that we expect to come online in the next four years.

Second, we are using reliable, proven technologies that have been successfully used before. Following the completion of our acquisition of New Rise Renewables, we will have a license agreement in place with Axens North America, one of the industry leaders in process and catalyst development, to utilize Axens’ liquid full hydrotreating technology. Axens’ technology enables versatile hydrotreatment and boosts yields. We are in the process of having a production policy guarantee in place, enabling more cost-effective transfer of commercial and technology risks to the insurance markets, which helps emerging leaders like us de-risk our projects and secure financing effectively and confidently.

Third, we have a versatile feedstock base, allowing us to respond and react to market conditions. Our pretreatment process gives us flexibility to use multiple non-food feedstocks, such as soybean oil, distillers corn oil, used cooking oil, and also animal fats and other plant oils. This flexibility enables us to lower supply costs and mitigate supply volatility by allowing us to choose amongst the most cost-effective inputs available. We also anticipate that we will vertically integrate our non-food feedstock supply, providing greater control of process and pricing.

Finally, our new SAF production facilities will benefit from government tax credits and lower-cost financing through government sponsored programs at the federal and state levels in the US.

Our goal is to change the world for the better while delivering world class returns. We believe we have an early-mover advantage, and upon close of this transaction and the New Rise transaction, we will be well positioned as one of the only public pure-play SAF producers in the United States.

I‘d now like to pass the call over to our CFO, Jade Liou, who will provide a brief summary of our business model and financial outlook. Over to you, Jade.

Jade Liou:

Thanks, Mihir, and good morning, everyone.

I’m very excited to be part of this team as I believe XCF is on the cusp of something great. We are combining our collective vision and experience with an ambitious growth strategy to chart a path through this frontier of energy transition.

As Mihir mentioned, we see the tremendous opportunity in SAF and renewable energy and are very bullish on the sector.

Our business plan includes multiple levers for growth in the near to medium term. Our existing pipeline will come online over the next four years, with SAF production scaling from roughly 38 million gallons in 2025, our first full year of operation at the New Rise Reno facility, to over 150 million gallons across all four facilities by 2028. At the same time, we plan to scale our operating base by opportunistically acquiring new sites across the country which we can then relatively quickly convert to SAF production facilities, each with similar design and footprint to our Reno facility. And as Mihir said, we also intend to vertically integrate our feedstock sourcing, and are in conversations regarding a joint venture to secure a long-term feedstock agreement, which would lower our supply costs and enhance profitability.

A cornerstone of our business model is the built-in cash flow visibility. We have a long-term agreement with an established Fortune 50 company who will be our feedstock and offtake partner for the Reno plant, which we are extending to include SAF. Under the agreement, our partner will supply 100% of the feedstock and would be the priority buyer for all of the SAF we produce at Reno. It is this type of partnership which we feel will bring stability to our operations and lay the foundation for our growth, and we consider it to be a great vote of confidence in our business.

To briefly comment on our near-term financial outlook – based on our estimates for the New Rise Reno flagship, we anticipate we will produce roughly 13 million gallons of SAF for the partial year 2024, representing $156 million in revenue and $84 million in EBITDA. In 2025 we expect revenue from the New Rise Reno plant of $477 million and EBITDA of $263 million, at a stabilized production level of 38 million gallons.

I will now hand the call over to Wray Thorn, Chief Investment Officer of Focus Impact BH3, to review some of the details of the transaction.

Wray Thorn:

Thank you, Jade, and good morning, everyone.

I’m very pleased to share a bit more detail about the transaction that we’re excited to have announced this morning, in which XCF has signed an agreement to combine with Focus Impact BH3 Acquisition Company, to create a publicly listed, pure-play SAF producer in the US.

The business combination values XCF at a pre-transaction equity value of approximately $1.5 billion and reflects an expected pro forma enterprise value for the combined company of approximately $1.8 billion. XCF’s and New Rise’s major shareholders have agreed to roll over 100% of their ownership into the combined company. The transaction is conditioned on the consummation of the New Rise acquisition by XCF.

The transaction does not have a minimum cash requirement in order to close, but the parties intend to seek fundraising opportunities prior to consummation of the transaction. Upon closing, the combined entity is expected to be listed on the NASDAQ or the New York Stock Exchange. We are targeting for the transaction to close in the second half of 2024, following regulatory review and Focus Impact BH3 shareholder approval.

Potential net proceeds from the transaction are expected to be used to further expand XCF’s SAF production, to invest in certain expected high return SAF development opportunities, to continue to scale XCF’s project management team and to pay transaction expenses.

We believe that the contemplated transaction represents a reasonable valuation based on the forecasted revenue and EBITDA generated by the company’s existing operations. We also believe the assumptions employed in these forecasts regarding the production capacity, and expected value of the company’s SAF production, are conservative in nature. In addition, we believe the company is well-positioned to grow by completing additional projects both within its current target pipeline and by developing new SAF production facilities in the future.

We believe XCF is well positioned to be a leader in the early and growing SAF industry in the United States. Focus Impact BH3 is proud to be part of this exciting business combination. Our partnership with XCF and their dedication to catalyzing the sustainable fuel industry is an example of our commitment to impact investing in companies that are great companies in part because of the positive impact that they are having for the world and where that impact can be an alpha generator to a company’s financial success. Together, we aim to accelerate XCF’s growth to become one of America’s leading SAF producers, where we can contribute to reducing the aviation sector’s global carbon footprint and help to build a company that creates significant growth and value for its investors over time.

We’re excited to be able to introduce XCF to the public equity capital markets through the contemplated transaction and to help the company achieve its future growth and expansion objectives.

With that I’d like to hand it back to Mihir for closing remarks.

Mihir Dange:

Thanks, Wray.

As the team and I have laid out, XCF’s goal of becoming a leading producer of SAF, combined with regulatory tailwinds and the industry’s acute awareness of, and motivation to reduce its carbon footprint, presents a long-term opportunity for us to develop this market and generate attractive returns while doing good.

Our mission is to scale and operate renewable fuel production facilities engineered to the highest levels of compliance, reliability and quality to produce SAF and other clean-burning biofuels. We are eager to meet the growing demand for renewable fuels and to address the sustainability initiatives of governments, transportation agencies and major carriers. To this end, we are excited to be partnering with Focus Impact BH3 to expand the scale of our business and accelerate the build-out of our SAF production facilities. We have a strategic early-mover advantage, with operations ready to launch and a modular design that can be replicated across the nation.

We are confident that the transaction we announced this morning will catalyze the success of XCF, and we look forward to working with the Focus Impact BH3 team to execute on our growth plans and facilitate industry adoption of sustainable aviation fuel while creating significant value for our shareholders.

We welcome strategic relationships and discussions with all the carriers in this industry and look forward to further defining this landscape.

Thank you all for your time and attention.

Operator

This concludes today’s conference call. You may disconnect your lines. Thank you for participating and have a pleasant day.

EX-99.2 3 ef20023982_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

Social Media Posts

Focus Impact BH3 Acquisition Company, reposted by Wray Thorn

“We are thrilled to announce that Focus Impact BH3 (Nasdaq: BHAC), have entered into a definitive Business Combination Agreement with XCF Global Capital Inc.

“Our partnership with XCF and their dedication to catalyzing the sustainable fuel industry is an example of our commitment to investing in socially forward companies.” - Carl Stanton, CEO of Focus Impact BH3 Acquisition Co.

For a deep dive into the transformative collaboration, you can access the XCF Investor Presentation at: https://lnkd.in/emcvTJty

Follow along with our conference call recording by dialing 1-855-669-9658 or +1-412-317-0088 and using the access code 0749#.

Learn more about this exciting journey: https://xcf.global/

#SAF #SPAC #Sustainability #CleanTech #CleanFuels #Aviation #Biofuels