☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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)
|
Title of each class:
|
Trading
Symbol:
|
Name of each exchange
on which registered:
|
||
Units, each consisting of one share of Class A common stock and one-half of one Redeemable Warrant
|
BHACU
|
The Nasdaq Stock Market LLC
|
||
Class A common stock, par value $0.0001 per share
|
BHAC
|
The Nasdaq Stock Market LLC
|
||
Redeemable 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
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
|
March 31,
2024 |
December 31,
2023 |
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
577,592
|
$
|
631,337
|
||||
Income tax receivable
|
54,273
|
138,277
|
||||||
Prepaid expenses
|
7,087
|
11,306
|
||||||
Total current assets
|
638,952
|
780,920
|
||||||
Investments held in Trust Account
|
24,875,103
|
24,554,804
|
||||||
Total assets
|
$
|
25,514,055
|
$
|
25,335,724
|
||||
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
2,400,303
|
$
|
157,789
|
||||
Franchise taxes payable
|
9,950
|
—
|
||||||
Excise tax payable
|
283,933
|
283,933
|
||||||
Reserve for uncertain tax positions
|
955,617
|
955,617
|
||||||
Derivative warrant liability
|
1,074,000
|
1,074,000
|
||||||
Note payable - Sponsor
|
100,000
|
—
|
||||||
Note Payable - Polar, at fair value
|
571,747
|
346,353
|
||||||
Due to related party
|
49,387
|
64,750
|
||||||
Total liabilities
|
5,444,937
|
2,882,442
|
||||||
Temporary equity
|
||||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 2,312,029
shares issued and outstanding at approximately $10.54 and $10.38 redemption value at March 31, 2024 and December 31, 2023, respectively
|
24,363,979
|
24,005,323
|
||||||
Stockholders’ deficit
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none
outstanding
|
—
|
—
|
||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,000,000
and 3,000,000 shares issued and outstanding (excluding 2,312,029 shares subject to possible redemption) at March 31, 2024
and December 31, 2023, respectively
|
300
|
300
|
||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 2,739,916
shares issued and outstanding at March 31, 2024 and December 31, 2023
|
274
|
274
|
||||||
Accumulated deficit
|
(4,295,435
|
)
|
(1,552,615
|
)
|
||||
Total stockholders’ deficit
|
(4,294,861
|
)
|
(1,552,041
|
)
|
||||
Total liabilities, temporary equity and stockholders’ deficit
|
$
|
25,514,055
|
$
|
25,335,724
|
For the three months ended March 31,
|
||||||||
2024
|
2023
|
|||||||
Operating costs
|
$
|
(2,646,244
|
)
|
$
|
(425,686
|
)
|
||
Loss from operations
|
(2,646,244
|
)
|
(425,686
|
)
|
||||
Other income:
|
||||||||
Interest income
|
320,299
|
571,841
|
||||||
Change in fair value of derivative warrant liabilities
|
—
|
(204,060
|
)
|
|||||
Operating account interest income
|
1,179
|
—
|
||||||
Change in fair value of NP - Polar
|
(95,986
|
)
|
—
|
|||||
Change in fair value of convertible promissory note
|
—
|
173,700
|
||||||
Total other income
|
225,492
|
541,481
|
||||||
(Loss) income before provision for income taxes
|
(2,420,752
|
)
|
115,795
|
|||||
Provision for income taxes
|
(84,004
|
)
|
(37,043
|
)
|
||||
Net (loss) income
|
$
|
(2,504,756
|
)
|
$
|
78,752
|
|||
Weighted average shares outstanding, Class A Common Stock subject to possible redemption
|
2,312,029
|
5,012,592
|
||||||
Basic and diluted net (loss) income per share, Class A Common Stock subject to possible redemption
|
$
|
(0.20
|
)
|
$
|
0.18
|
|||
Weighted average shares outstanding, non-redeemable Class A common stock and Class B common stock
|
5,739,916
|
5,750,000
|
||||||
Basic and diluted net loss per share, non-redeemable Class A common stock and Class B common stock
|
$
|
(0.36
|
)
|
$
|
(0.14
|
)
|
Preferred Stock
|
Class A Common Stock
|
Class B Common Stock
|
Additional
|
Total
|
||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Paid-In
Capital
|
Accumulated
Deficit
|
Stockholders’
Deficit
|
||||||||||||||||||||||||||||
Balance as of December 31, 2023
|
—
|
$
|
—
|
3,000,000
|
$
|
300
|
2,739,916
|
$
|
274
|
$
|
—
|
$
|
(1,552,615
|
)
|
$
|
(1,552,041
|
)
|
|||||||||||||||||||
Accretion of Class A common stock to redemption value
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(358,656
|
)
|
(358,656
|
)
|
|||||||||||||||||||||||||
Subscription Agreement - Polar
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
120,592
|
120,592
|
|||||||||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(2,504,756
|
)
|
(2,504,756
|
)
|
|||||||||||||||||||||||||
Balance as of March 31, 2024
|
—
|
$
|
—
|
3,000,000
|
$
|
300
|
2,739,916
|
$
|
274
|
$
|
—
|
$
|
(4,295,435
|
)
|
$
|
(4,294,861
|
)
|
Preferred Stock
|
Class A Common Stock
|
Class B Common Stock
|
Additional
Paid-In Capital
|
Accumulated
Deficit
|
Total
Stockholders'
Deficit
|
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||||
Balance as of December 31, 2022
|
—
|
$
|
—
|
—
|
$
|
—
|
5,750,000
|
$
|
575
|
$
|
—
|
$
|
(9,331,936
|
)
|
$
|
(9,331,361
|
)
|
|||||||||||||||||||
Accretion of Class
A common stock
to redemption
value
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(1,622,652
|
)
|
(1,622,652
|
)
|
|||||||||||||||||||||||||
Deemed contribution by former Sponsor
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
227,424
|
227,424
|
|||||||||||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
78,752
|
78,752
|
|||||||||||||||||||||||||||
Balance as of March 31, 2023
|
—
|
$
|
—
|
—
|
$
|
—
|
5,750,000
|
$
|
575
|
$
|
—
|
$
|
(10,648,412
|
)
|
$
|
(10,647,837
|
)
|
For the three months ended
March 31,
|
||||||||
2024
|
2023
|
|||||||
Cash flows from operating activities
|
||||||||
Net (loss) income
|
$
|
(2,504,756
|
)
|
$
|
78,752
|
|||
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
||||||||
Interest income
|
(320,299
|
)
|
(571,795
|
)
|
||||
Deferred tax expense
|
—
|
37,043
|
||||||
Change in fair value of share subscription agreement
|
95,986
|
—
|
||||||
Change in fair value of derivative warrant liability
|
—
|
204,060
|
||||||
Change in fair value of convertible promissory note
|
—
|
(173,700
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
4,219
|
—
|
||||||
Accounts payable and accrued expenses
|
2,242,514
|
25,815
|
||||||
DE franchise taxes payable
|
9,950
|
—
|
||||||
Income tax payable
|
84,004
|
—
|
||||||
Net cash used in operating activities
|
(388,382
|
)
|
(399,825
|
)
|
||||
Cash flows from investing activities
|
||||||||
Transfer of marketable securities held-to-maturity in Trust Account
|
—
|
63,237
|
||||||
Net cash provided by investing activities
|
—
|
63,237
|
||||||
Cash flows from financing activities
|
||||||||
Proceeds from convertible promissory note
|
—
|
707,491
|
||||||
Proceeds from note payable - Sponsor
|
100,000
|
—
|
||||||
Proceeds on Stock subscription agreement
|
250,000
|
—
|
||||||
Repayment of promissory note to related party
|
(64,749
|
)
|
(300,000
|
)
|
||||
Proceeds from promissory note to related party
|
49,386
|
—
|
||||||
Net cash provided by financing activities
|
334,637
|
407,491
|
||||||
Net change in cash
|
(53,745
|
)
|
70,903
|
|||||
Cash at beginning of period
|
631,337
|
13,715
|
||||||
Cash at end of period
|
$
|
577,592
|
$
|
84,618
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||
Change in value of Class A common stock subject to possible redemption
|
$
|
358,656
|
$
|
—
|
||||
Subscription Agreement - Polar |
$ | 120,592 |
$ | — |
(i)
|
the Company will merge with and into Merger Sub 1, with Merger Sub 1 being the surviving entity of the NewCo Merger as a direct wholly owned subsidiary of NewCo, and (x) each share of Class A common stock
outstanding immediately prior to the effectiveness of the NewCo Merger will be converted into the right to receive one share
of NewCo’s Class A common stock, par value $0.0001 per share (“NewCo Common Stock”), (y) each share of Class B common stock,
outstanding immediately prior to the effectiveness of the NewCo Merger will be converted into the right to receive one share
of NewCo Common Stock, and (z) each warrant of the Company outstanding immediately prior to the effectiveness of the NewCo Merger will be converted into the right to receive one warrant of NewCo (the “NewCo Warrants”), with NewCo assuming the Company’s rights and obligations under the existing warrant agreement; and
|
(ii)
|
immediately following the NewCo Merger, Merger Sub 2 will merge with and into XCF, with XCF being the surviving corporation of the Company Merger as a direct wholly owned subsidiary of NewCo, and each
share of common stock of XCF outstanding immediately prior to the effectiveness of the Company Merger will be converted into the right to receive shares of NewCo Common Stock determined in accordance with the Business Combination
Agreement based on a pre-money equity value of XCF of $1,750,000,000, subject to adjustments for net debt and transaction
expenses, and a price of $10.00 per share of NewCo Common Stock.
|
(i)
|
the members of XCF management party to the Management Support Agreements have also agreed that they will not transfer shares of NewCo Common Stock held by such parties until the earlier of (x) twelve months after the Closing and (y) the date on which NewCo (or its successor) completes a liquidation, merger, capital stock exchange,
reorganization or other similar transaction that results in all of NewCo’s (or such successor’s) stockholders having the right to exchange their securities for cash, securities or other property; provided that such transfer restrictions
will lapse prior to their expiration upon the occurrence of certain events, including the closing price of the shares of NewCo Common Stock equaling or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period
commencing at least 150 days after the Closing;
|
(ii)
|
each of the XCF stockholders party to the Company Support Agreements and the party to the GL Support Agreement have also agreed that with respect to 90% of shares of NewCo Common Stock held by such parties (the “Lock-up Shares”), they will not transfer such Lock-up Shares until the earlier of (x) twelve months after the Closing and (y) the date on which NewCo (or its successor) completes a liquidation, merger, capital stock exchange,
reorganization or other similar transaction that results in all of NewCo’s (or such successor’s) stockholders having the right to exchange their securities for cash, securities or other property; provided that such transfer restrictions
will lapse prior to their expiration upon the occurrence of certain events, including the closing price of the shares of NewCo Common Stock equaling or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period
commencing at least 150 days after the Closing; provided, further, that such parties may transfer (A) on or after 90 days following the first quarterly earnings release published following the Closing, 10% of the Lock-up Shares, (B) on or after 180 days
following the closing date of the Business Combination, 30% of the Lock-up Shares and (C) on or after 360 days following the closing date of the Business Combination, 60% of the Lock-up Shares; and
|
(iii)
|
the Soule Support Agreement does not contain any lock-up restrictions following the Closing.
|
Discount to Fair Value
|
Change in Fair Value
|
|||||||||||||||
Borrowing
|
(Equity)
|
Fair Value
|
Gain/(Loss)
|
|||||||||||||
November 3, 2023
|
$
|
850,000
|
$
|
590,851
|
$
|
259,149
|
||||||||||
December 31, 2023
|
$
|
346,353
|
$
|
(87,204
|
)
|
|||||||||||
March 12, 2024
|
$
|
250,000
|
$
|
120,592
|
$
|
129,408
|
||||||||||
March 31, 2024
|
$
|
571,747
|
$
|
(95,986
|
)
|
For the Three Months Ended
March 31, |
||||||||
2024
|
2023
|
|||||||
Net (loss) income, as reported
|
$
|
(2,504,756
|
)
|
$
|
78,752
|
|||
Reconciliation items:
|
||||||||
Deemed dividend to redeemable Class A stockholders
|
(358,656
|
)
|
(1,622,652
|
)
|
||||
Allocation of net loss, as adjusted
|
$
|
(2,863,412
|
)
|
$
|
(1,543,900
|
)
|
For the Three Months Ended March 31,
|
||||||||||||||||
2024
|
2023
|
|||||||||||||||
Redeemable
Class A
|
Non-redeemable
Class A and
Class B
|
Redeemable
Class A
|
Non-redeemable
Class A and
Class B
|
|||||||||||||
Basic and diluted net (loss) income per share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net (loss) income attributable to common stockholders, as adjusted
|
$
|
(822,198
|
)
|
$
|
(2,041,214
|
)
|
$
|
903,174
|
$
|
(824,422
|
)
|
|||||
Allocation of accretion of temporary equity to redeemable Class A shares
|
358,656
|
—
|
—
|
—
|
||||||||||||
Allocation of net income
|
$
|
(463,542
|
)
|
$
|
(2,041,214
|
)
|
$
|
903,174
|
$
|
(824,422
|
)
|
|||||
Denominator:
|
||||||||||||||||
Weighted average common stock outstanding, basic and diluted
|
2,312,029
|
5,739,916
|
5,012,592
|
5,750,000
|
||||||||||||
Basic and diluted net income (loss) per common share
|
$
|
(0.20
|
)
|
$
|
(0.36
|
)
|
$
|
0.18
|
$
|
(0.14
|
)
|
• |
prior to the Company’s Initial Business Combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of the founder shares may remove a member of the board of directors
for any reason;
|
|
• |
the founder shares are subject to certain transfer restrictions, as described in more detail below;
|
|
• |
each of the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive (i) their redemption rights with respect to their
founder shares and any public shares held by them in connection with the completion of the Initial Business Combination; (ii) their redemption rights with respect to their founder shares and any public shares held by them in connection
with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of its obligation to allow redemption in connection with the Initial Business
Combination or to redeem 100% of the public shares if the Company has not completed an Initial Business Combination on or
before the New Termination Date or (B) with respect to any other provisions relating to stockholders’ rights or pre-Initial Business Combination activity; and (iii) their rights to liquidating distributions from the Trust Account with
respect to any founder shares held by them if the Company does not complete the Initial Business Combination on or before the New Termination Date, although they will be entitled to liquidating distributions from the Trust Account with
respect to any public shares they hold if the Company does not complete the Initial Business Combination within the prescribed time frame. If the Company submits the Initial Business Combination to its public stockholders for a vote,
the Sponsor, officers and directors have agreed to vote their founder shares and any public shares they may acquire during or after the Initial Public Offering, in favor of the Initial Business Combination, and each of the anchor
investors has agreed to vote its founder shares (subject to the right to abstain from voting) in favor of the Initial Business Combination.
|
|
• |
the founder shares are shares of Class B common stock that will automatically convert into shares of the Company’s Class A common stock upon the completion of the Initial Business Combination or earlier
at the option of the holder thereof;
|
|
• |
the anchor investors will not be entitled to (i) redemption rights with respect to any founder shares held by them in connection with the completion of the Initial Business Combination; (ii) redemption
rights with respect to any founder shares held by them in connection with a stockholder vote to amend the Company’s amended and restated certification of incorporation in a manner that would affect the substance or timing of its
obligation to redeem 100% of our public shares if the Company has not consummated an Initial business combination by the New
Termination Date or; (iii) rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its Initial Business Combination by the New Termination Date
(although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Initial Business Combination within the prescribed time frame); and
|
|
• |
the founder shares are entitled to registration rights.
|
Shares
|
Amount
|
|||||||
December 31, 2022
|
5,012,592
|
$
|
50,125,920
|
|||||
Less:
|
||||||||
Redemption of Class A Shares
|
(2,700,563
|
)
|
(28,393,290
|
)
|
||||
Plus:
|
||||||||
Accretion of Class A common stock to redemption value
|
—
|
2,272,693
|
||||||
December 31, 2023
|
2,312,029
|
$
|
24,005,323
|
|||||
Plus:
|
||||||||
Accretion of Class A common stock to redemption value
|
—
|
358,656
|
||||||
March 31, 2024
|
2,312,029
|
$
|
24,363,979
|
|
• |
in whole and not in part;
|
|
• |
at a price of $0.01 per Warrant Security;
|
|
• |
upon a minimum of 30 days’ prior written notice of redemption (the“30-day redemption period”); and
|
|
• |
if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant
Securities’ holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock
capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities).
|
|
• |
in whole and not in part;
|
|
• |
at $0.10 per Warrant Security upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares
determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A common stock;
|
|
• |
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends,
rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and
|
|
• |
if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances,
subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity- linked securities), the Private Placement Warrants must also concurrently be called for redemption on the same terms
as the outstanding Public Warrants, as described above.
|
|
March 31,
|
December 31
|
||||||||||
Level |
2024
|
2023
|
||||||||||
Assets:
|
||||||||||||
Investment held in Trust Account
|
1
|
$
|
24,875,103
|
$
|
24,554,804
|
|||||||
Liabilities:
|
||||||||||||
Public Warrants (1)
|
1
|
$
|
690,000
|
$
|
690,000
|
|||||||
Private Placement Warrants (1, 2)
|
2
|
$
|
384,000
|
$
|
384,000
|
|||||||
Working Capital Loan Conversion Option
|
3
|
$
|
—
|
$
|
—
|
|||||||
Convertible Promissory Notes
|
3
|
$
|
—
|
$
|
—
|
|||||||
Note Payable - Polar
|
3
|
$
|
571,747
|
$
|
346,353
|
|
(1) |
The Warrants are accounted for as liabilities in accordance with ASC 815 and are
presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities
in the statements of operations.
|
|
(2) |
Reclassified to level 2 on December 31, 2023
|
Note
payable -
Polar
|
Working Capital
Loan Conversion
Option
|
|||||||
Fair value as of December 31, 2023
|
$
|
346,353
|
$
|
—
|
||||
Initial value of the Working Capital Loan Conversion Option
|
—
|
—
|
||||||
Change in fair value
|
225,394
|
—
|
||||||
Fair value as of March 31, 2024
|
$
|
571,747
|
$
|
—
|
• |
The Risk-free rate as of the valuation date was selected based upon a typical equity investor assumed holding period.
|
• |
The expected volatility assumption was based on the implied volatility from the Company’s common stock and warrants. An increase in the expected volatility, in isolation, would result in an increase in the
fair value measurement and vice versa.
|
• |
Probability of an Initial Business Combination as based on the Company’s management.
|
Input
|
March 31,
2024
|
December 31,
2023
|
||||||
Probability of an Initial Business Combination
|
50
|
%
|
40
|
%
|
||||
Risk-free rate
|
5.38
|
%
|
5.18
|
%
|
||||
Expected term (years)
|
.50
|
0.58
|
||||||
Expected volatility
|
De minimis
|
De minimis
|
||||||
Class A common stock price
|
$
|
10.50
|
$
|
10.46
|
ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 1. |
Legal Proceedings
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. |
Defaults upon Senior Securities
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits.
|
Exhibit
Number
|
Description
|
|
2.1(1)
|
||
10.1(2)
|
||
10.2(1)
|
||
10.3(1)
|
||
10.4(1)
|
||
10.5(1)
|
||
10.6(1)
|
||
31.1*
|
||
31.2*
|
||
32.1**
|
||
32.2**
|
||
101.INS*
|
Inline XBRL Instance Document
|
|
101.SCH*
|
Inline XBRL Taxonomy Extension Schema Document
|
|
101.CAL*
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF*
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE*
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
104*
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
* |
Filed herewith.
|
** |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
(1) |
Incorporated by reference to an exhibit to our Current Report on Form 8-K filed with the SEC on March 12, 2024.
|
(2) |
Incorporated by reference to an exhibit to our Current Report on Form 8-K filed with the SEC on March 1, 2024.
|
FOCUS IMPACT BH3 ACQUISITION COMPANY
|
||
By:
|
/s/ Carl Stanton
|
|
Name:
|
Carl Stanton
|
|
Title:
|
Chief Executive Officer
(Principal Executive Officer)
|
By:
|
/s/ Ernest Lyles
|
|
Name:
|
Ernest Lyles
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
1. |
I have reviewed this quarterly report on Form 10-Q of Focus Impact BH3 Acquisition Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the unaudited condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 30, 2024
|
|
/s/ Carl Stanton
|
|
Carl Stanton
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1. |
I have reviewed this quarterly report on Form 10-Q of Focus Impact BH3 Acquisition Company;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the unaudited condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 30, 2024
|
|
/s/ Ernest Lyles
|
|
Ernest Lyles
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
|
Dated: May 30, 2024
|
|
/s/ Carl Stanton
|
|
Carl Stanton
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
|
Dated: May 30, 2024
|
|
/s/ Ernest Lyles
|
|
Ernest Lyles
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|