Focus Impact BH3 Acquisition Company is a SPAC — a blank check company with no operations, revenue, or employees. Its sole purpose is to identify and merge with a private business, taking that business public. Focus Impact BH3 raised $230M in its October 2021 IPO, holding those proceeds in a trust invested in U.S. Treasuries while searching for a target. The SPAC sponsor received founder shares at a nominal cost, with the economic incentive to find a target and close a deal above the $10.00 IPO price. Public shareholders retain the right to redeem shares for the trust value if they disapprove of the deal. Focus Impact BH3 has seen heavy redemptions over time, leaving roughly $12.9M in trust today. The company has a pending merger with XCF Global Capital, a renewable energy-focused business valued at a pre-money equity value of $1.75B, which it expects to close in the first half of 2025. The SEC declared the Form S-4 effective and shareholders approved the transaction in February 2025. Key closing conditions include XCF completing its acquisition of New Rise Renewables, entry into an amended supply and offtake agreement, and NYSE or Nasdaq listing approval. The sponsor changed hands in late 2023, when affiliates of Focus Impact Partners acquired the sponsor position from the original BH3-affiliated sponsor for roughly $16,000.