Focus Impact BH3 Acquisition Co
BHAC · OTC · formerly Crixus BH3 Acquisition Co
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from Focus Impact BHAC Sponsor, LLC, listed on OTC in October 2021.
- What it's doing now
- It agreed to buy XCF Global Capital, Inc., a Renewable fuels company. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- XCF Global Capital, Inc.
- Industry
- Renewable fuels / clean energy
- Deal value
- not stated in the filings we hold
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 6 October 2021
- size not on file · 101.0% of each $10 unit into trust
- Headquarters
- 1345 AVENUE OF THE AMERICAS, 33RD FLOOR, NEW YORK, NY, 10105
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Lebensohn Daniel (Director) · Freedman Gregory · Lyles Ernest D (Chief Financial Officer)
- Listed securities
- BHAC common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
At the 7 April 2025 event.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
8 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
redemption rate not stated in the filing
Show the earlier 5 milestones
- 6 October 2021IPOpassed
IPO size not on file
redemption rate not stated in the filing
redemption rate not stated in the filing
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- closedRenewable fuels / clean energySEC primary
Who has already taken their money back
3 filed eventsEach time shareholders were offered their cash back, some took it. Heavy cash-outs drain the account and shrink the number of shares left — whatever remains has to carry the deal.
Worst single event
—
no filing states a pre-event share count
Shares redeemed, all events
5.01M
across every filed redemption event
Every figure below is stated in the linked filing; nothing here is estimated.
- Apr 7, 2025Extensionno rate stated
Show the other 2 cash-out events
- Dec 20, 2023Extensionno rate stated
- Nov 3, 2023Extensionno rate statedredeemed 2.70M sh0001140361-24-049040
The score
deterministic, from filed fieldsBHAC is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Focus Impact BH3 Acquisition Co was a blank-check company whose common stock traded under the ticker BHAC on OTC and was assigned SEC CIK 0001851612 with SIC industry code 6770. The company priced its IPO on 2021-10-06, as reflected in 424B prospectus 0001193125-21-293299. Its lifecycle is closed: the completion of its business combination is established by 8-K 0001140361-25-022325, filed 2025-06-12, in which successor registrant XCF Global, Inc. (ticker SAFX, CIK 0002019793) filed an 8-K carrying item 2.01 (Completion of Acquisition) naming Focus Impact BH3 Acquisition Co. The common ticker BHAC appears on the cover page of 8-K 0001140361-25-021619, filed 2025-06-06.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
The deal is approved but still not closed, and BHAC is buying time one month at a time — a pattern that usually means a closing condition is unmet. Each extension round triggers another redemption window, and with roughly $13.1 million left in trust after 1,208,570 shares already redeemed, the cash reaching XCF keeps shrinking. Holders who stay carry the risk that the combination closes with almost no trust proceeds; the redemption right remains the reliable exit.
Only 1,212,124 public shares remain against 147,064,480 shares in the combined company, so BHAC public holders end up with under 1% and effectively no vote — NewCo is disclosed as a Controlled Company. A $1.75 billion pre-money valuation set at $10.00 per share against a SPAC that has already received a Nasdaq delisting notice and been redeemed down to a stub is the definition of a deal priced off paper rather than cash. Redemption remains the reliable outcome.
The shares trade at $10.70 against a trust value of about $10.89, a discount of 19 cents, so a holder can buy at market and redeem at trust for a small locked-in gain regardless of the vote outcome. That gap is the market's price for waiting. The company cannot predict how much of the $25.2 million will remain after redemptions and warns it may be significantly less, and it is simultaneously removing the $5,000,001 net tangible asset restriction so redemptions are not capped. Whoever stays in may be left in a vehicle with very little cash.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
Show the other 10 filings
- What changed vs 2024-12-11trust $13.0M → $13.8M +7%deadline 2025-03-31 → 2025-10-07
trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $13.0M$13.8M
- Combination deadline
- 2025-03-312025-10-07
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $988K · unchanged
- Redeemable shares
- 1.21M · unchanged
SpacBrain reads this as $875,357 was added to the trust between the two filings.
The clause “00 Prepaid expenses 5,863 11,830 Total current assets 28,467 56,199 Investments held in Trust Account 13,825,381 13,699,805 Total assets $ 13,853,848 $ 13,756,004 LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT Current liabilities”…
SpacBrain reads this as 190 days later than the previous record.
The clause …“of May 7, 2025 (as may be extended by the Company’s board of directors until October 7, 2025) (the “2025 Extension”). On April 7, 2025, the Company held a special meeting of stockholders (the “April 2025 Special Meeting”) to amend the”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that its inability to satisfy its working capital obligations as of the expected mandatory liquidation date and”…
The clause …“of $ 563,009 that was fully repaid on October 7, 2021. The Company had net borrowings of $ 988,402 pursuant to the Convertible Promissory Note issued to the Former Sponsor (Note 5) and on July 31, 2023, the Company issued a”…
The clause “0,000,000 shares authorized; 4,100,000 shares issued and outstanding (excluding 1,212,124 shares subject to possible redemption) at March 31, 2025 and December 31, 2024 410 410 Class B common stock, $ 0.0001 par value; 20,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Focus Impact BHAC Sponsor, LLCnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1284 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
Unit: U = S + W/2 · 101.0% of the $10 unit
from 424B4 0001193125-21-293299
Trading & liquidity
Company profile
Directors & officers
- Lebensohn DanielDirector
- Freedman Gregory10% owner
- Lyles Ernest DChief Financial Officer
- THORN WRAY TChief Investment Officer
- Stanton CarlChief Executive Officer
- Carter Troy LDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
15 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Focus Impact BHAC Sponsor, LLC71.6% · SC 13DNov 14, 2023 stale
- Polar Asset Management Partners Inc.9.4% · SC 13G/AFeb 9, 2024 stale
- BALYASNY ASSET MANAGEMENT LLCwith 10 other reporting persons on the same schedule8.6% · SC 13G/AFeb 14, 2022 stale
- Shaolin Capital Management LLC5.2% · SC 13GFeb 11, 2022 stale
- SEA OTTER SECURITIES GROUP LLC3.5% · SC 13G/AOct 13, 2021 stale
- Sandia Investment Management LPwith 1 other reporting person on the same schedule1.8% · SC 13G/AFeb 14, 2024 stale
- PROPPER KERRYwith 1 other reporting person on the same schedule0.0% · SC 13G/ANov 12, 2024 stale
- Radcliffe Capital Management, L.P.with 5 other reporting persons on the same schedule0.0% · SC 13G/AJun 28, 2024 stale
- 683 Capital Management, LLCwith 2 other reporting persons on the same schedule0.0% · SC 13G/AFeb 14, 2024 stale
- PERISCOPE CAPITAL INC.0.0% · SC 13G/AFeb 9, 2024 stale
- Weiss Asset Management LPwith 3 other reporting persons on the same schedule0.0% · SC 13G/AJan 26, 2024 stale
- Castle Creek Arbitrage, LLCwith 3 other reporting persons on the same schedule0.0% · SC 13G/AJan 10, 2024 stale
- HIGHBRIDGE CAPITAL MANAGEMENT LLC0.0% · SC 13G/AJan 25, 2023 stale
- CITADEL ADVISORS LLCwith 5 other reporting persons on the same schedule0.0% · SC 13G/AFeb 14, 2022 stale
- Crixus BH3 Sponsor, LLCwith 3 other reporting persons on the same schedulenot stated · SC 13D/ANov 6, 2023 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
38 full SEC filing texts archived — searchable, never lost.
- Vault note — BHAC (Focus Impact BH3 Acquisition Co)
vault-note · /vault/tickers/BHAC
- Vault deal note — XCF Global Capital, Inc. (BHAC)
vault-note · /vault/deals/xcf-global-capital-inc
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail5 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001193125-21-293299 priced 2021-10-06; common ticker BHAC off 8-K 0001140361-25-021619 (2025-06-06); lifecycle EXITED. Ending PROVEN, not inferred: CLOSED per 8-K 0001140361-25-022325 (2025-06-12) — the successor registrant XCF Global, Inc. (SAFX) (CIK 0002019793) filed an 8-K carrying item 2.01 (Completion of Acquisition) naming "Focus Impact BH3 Acquisition Co" — the SPAC merged into a new registrant and so filed no closing report of its own. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "Focus Impact BHAC Sponsor, LLC" sourced from prospectus definition (10-K/A) acc 0001140361-24-042230.
AI-extracted target (z-ai/glm-5.2, conf 0.95)
target recovered for a completed de-SPAC; no agreement-naming filing on file, so announcedAt is NULL rather than guessed
entity created from the filed target name; no About paragraph on file, so every other field awaits a sourced read