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): ~~November~~January 2923, ~~2024~~2025

~~FOCUS~~Focus ~~IMPACT~~Impact BH3 ~~ACQUISITION~~Acquisition ~~COMPANY~~Co

(Exact name of registrant as specified in its charter)

Delaware	001-~~40977~~40868	86-~~2433757~~2249068
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification ~~No.~~Number)

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

☐ 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	OTC Pink
Class A Common Stock, par value $0.0001 per share	BHAC	OTC Pink
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	BHACW	OTC Pink

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 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

~~Amendment~~As Nopreviously announced, on March 11, 2024, Focus Impact BH3 Acquisition Company, a Delaware corporation (“BHAC”) entered into a Business Combination Agreement (the “Business Combination Agreement”), with Focus Impact BH3 Newco, Inc., 1a 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, Focus Impact BH3 Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of NewCo and XCF Global Capital, Inc., a Nevada corporation (“XCF”) with respect to a potential business combination between BHAC and XCF and the related transactions (the “Business Combination”). ~~Agreement~~As a result of the Business Combination, NewCo will become a new publicly traded company.

AsAttached ~~previously~~as ~~disclosed,~~Exhibit on99.1 ~~March~~is ~~11,~~an ~~2024,~~updated ~~Focus~~investor ~~Impact~~presentation ~~BH3~~to ~~Acquisition~~be ~~Company,~~used ~~a Delaware corporation (“BHAC”) entered into that certain Business Combination Agreement (the “Business Combination Agreement”),~~ by ~~and among~~ BHAC, ~~Focus Impact BH3 Newco, Inc., a Delaware corporation~~ and ~~wholly~~XCF ~~owned~~in ~~subsidiary~~meetings ofwith ~~BHAC~~potential ~~(“NewCo”),~~investors ~~Focus Impact BH3 Merger Sub I, LLC, a Delaware limited liability company~~ and ~~wholly~~other ~~owned~~parties ~~subsidiary~~in ofconnection ~~NewCo~~with ~~(“Merger~~the ~~Sub~~Business ~~1”), Focus Impact BH3 Merger Sub II, Inc~~Combination.~~, a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub 2”) and XCF Global Capital, Inc., a Nevada corporation (“XCF”).~~

OnThe ~~November~~information ~~29,~~in ~~2024,~~this ~~BHAC,~~Item ~~NewCo~~7.01, ~~Merger~~including ~~Sub~~Exhibit 99.1, ~~Merger~~is ~~Sub~~furnished 2 and ~~XCF~~shall ~~entered~~not ~~into~~be ~~Amendment~~deemed ~~No.~~“filed” 1for topurposes of Section 18 of the ~~Business~~Securities ~~Combination~~Exchange ~~Agreement~~Act of 1934, as amended (the “~~First Amendment~~Exchange Act”), ~~which~~or ~~amends~~otherwise ~~the~~subject ~~Business~~to ~~Combination~~liabilities ~~Agreement~~under that section, and shall not be deemed to ~~extend~~be ~~the~~incorporated ~~Termination~~by ~~Date~~reference ~~(as~~into ~~defined~~the infilings of BHAC under the ~~Business~~Securities ~~Combination~~Act ~~Agreement~~of 1933, as amended, (the “Securities Act”) ~~from~~or ~~November~~the 11Exchange Act, ~~2024~~regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to ~~March~~the 31materiality of any information contained in this Item 7.01, ~~2025~~including Exhibit 99.1.

~~A copy of the First Amendment is filed with this Current Report on Form 8~~Forward-KLooking ~~as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the First Amendment is qualified in its entirety by reference thereto.~~Statements

~~Additional~~This ~~Information~~Current ~~about~~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 ~~Proposed~~and XCF’s expectations with respect to future performance and anticipated financial impacts of the Business Combination and ~~Where~~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 ~~Find~~the ItBusiness 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 BHAC 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 BHAC’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 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 NewCo on July 31, 2024 (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.

InAdditional ~~connection~~Information with the proposed business combination among BHAC and XCF, BHAC and XCF have prepared, and NewCo and XCF have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as amended, 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 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, when available, because the proxy statement/prospectus contains important information about ~~BHAC, XCF and~~ the ~~business~~Proposed ~~combination.~~Business ~~When~~Combination ~~available, BHAC will mail the definitive proxy statement/prospectus~~ and ~~other~~Where ~~relevant documents~~ to ~~its~~Find stockholders as of a record date to be established for voting on the business combination. This communication 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 NewCo, 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).It

In connection with the proposed Business Combination, BHAC and XCF have prepared, and NewCo and XCF have filed 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 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, when available, because the proxy statement/prospectus contains 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 NewCo, 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~~Business ~~combination~~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~~ connection with the ~~business~~Business ~~combination~~Combination is included in the Registration Statement and the proxy statement/prospectus included therein, which has been filed with the SEC. Investors and security holders may obtain more detailed information regarding the ~~names~~ names and interests in the ~~business~~Business ~~combination~~Combination of BHAC’s directors and officers in BHAC’s filings with the SEC and such information is also in the Registration Statement that has been filed with the SEC, which includes the preliminary proxy statement/prospectus of BHAC for the ~~business~~Business ~~combination~~Combination.

XCF and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the ~~stockholders~~ stockholders of BHAC in connection with the ~~business~~Business ~~combination~~Combination. A list of the names of such directors and executive officers and information regarding their interests in the ~~business~~Business ~~combination~~Combination is included in the Registration Statement and the proxy statement/prospectus included therein, which has been filed with the SEC.

No Offer or Solicitation

This Current Report on Form 8-K relates to the ~~amendment of the~~ Business Combination ~~Agreement~~ 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~~Business ~~combination~~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.

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. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding BHAC’s expectations regarding the proposed business combination. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the Registration Statement filed by NewCo and XCF with the SEC on October 31, 2024, BHAC’s most recent Annual Report on Form 10-K, as amended, and subsequent Quarterly Reports on Form 10-Q and other documents filed with the SEC. Copies of such filings are available on the SEC’s website at www.sec.gov. BHAC does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.	~~Description~~	Description
2.1	Amendment No. 1 to the Business Combination Agreement, dated as of November 29, 2024, by and among BHAC, NewCo, Merger Sub 1, Merger Sub 2 and XCF.
99.1		Investor Presentation
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~	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: December 5, 2024
Dated: January 23, 2025
FOCUS IMPACT BH3 ACQUISITION COMPANY
By:	/s/ Carl Stanton
Name:	Carl Stanton
Title:	Chief Executive Officer

Filing Compare · Focus Impact BH3 Acquisition Co