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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Focus Impact BH3 Acquisition Company | NASDAQ:BHAC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.5933 | 10.29 | 10.76 | 10.58 | 10.58 | 10.58 | 26 | 22:16:11 |
☒ | 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) |
819 NE 2nd Avenue, Suite 500 Fort Lauderdale, Florida |
33304 | |
(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 | ☒ |
Page No. |
||||||
3 | ||||||
Item 1. |
3 | |||||
3 | ||||||
4 | ||||||
5 | ||||||
6 | ||||||
7 | ||||||
Item 2. |
22 | |||||
Item 3. |
26 | |||||
Item 4. |
26 | |||||
27 | ||||||
Item 1. |
27 | |||||
Item 1A. |
27 | |||||
Item 2. |
27 | |||||
Item 3. |
27 | |||||
Item 4. |
27 | |||||
Item 5. |
27 | |||||
Item 6. |
27 | |||||
29 |
(Unaudited) |
||||||||
June 30, 2022 |
December 31, 2021 |
|||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | 618,978 | $ | 1,131,162 | ||||
Prepaid expenses |
202,772 | 570,994 | ||||||
Total current assets |
821,750 | 1,702,156 | ||||||
Cash and marketable securities held in Trust Account |
232,527,061 | 232,284,770 | ||||||
Total assets |
$ | 233,348,811 | $ | 233,986,926 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||||||
Current liabilities |
||||||||
Accrued expenses |
$ | 56,468 | $ | 5,000 | ||||
Derivative warrant liability |
3,037,629 | 8,959,173 | ||||||
Total current liabilities |
3,094,097 | 8,964,173 | ||||||
Deferred underwriting fee payable |
8,050,000 | 8,050,000 | ||||||
Total liabilities |
11,144,097 | 17,014,173 | ||||||
Commitments and Contingencies (Note 7) |
||||||||
Temporary equity |
||||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 23,000,000 shares issued and outstanding, subject to possible redemption at $10.00 per share at June 30, 2022 and December 31, 2021 |
230,000,000 | 230,000,000 | ||||||
Stockholders’ deficit |
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
— | — | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at June 30, 2022 and December 31, 2021 |
575 | 575 | ||||||
Accumulated deficit |
(7,795,861 | ) | (13,027,822 | ) | ||||
Total stockholders’ deficit |
(7,795,286 | ) | (13,027,247 | ) | ||||
Total liabilities, temporary equity and stockholders’ deficit |
$ | 233,348,811 | $ | 233,986,926 | ||||
For the three months ended June 30, |
For the six months ended June 30, |
For the period from February 23, 2021 (date of inception) through June 30, |
||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||
Formation and operating costs |
$ | 544,202 | $ | 25,575 | $ | 1,001,283 | $ | 30,548 | ||||||||
Loss from operations |
544,202 | 25,575 | 1,001,283 | 30,548 | ||||||||||||
Other income: |
||||||||||||||||
Interest income |
276,853 | — | 311,700 | — | ||||||||||||
Change in fair value of derivative warrant liability |
5,143,514 | — | 5,921,544 | — | ||||||||||||
Total other income |
5,420,367 | — | 6,233,244 | — | ||||||||||||
Net income (loss) |
$ | 4,876,165 | $ | (25,575 | ) | $ | 5,231,961 | $ | (30,548 | ) | ||||||
Weighted average shares outstanding, Class A Common Stock subject to possible redemption |
23,000,000 | — | 23,000,000 | — | ||||||||||||
Basic and diluted net income per share, Class A Common Stock subject to possible redemption |
$ | 0.17 | $ | — | $ | 0.18 | $ | — | ||||||||
Weighted average shares outstanding, Class B Common Stock |
5,750,000 | 5,750,000 | 5,750,000 | 4,980,315 | ||||||||||||
Basic and diluted net income (loss) per share, Class B Common Stock |
$ | 0.17 | $ | (0.00 | ) | $ | 0.18 | $ | (0.01 | ) | ||||||
Class A |
Class B |
Additional |
||||||||||||||||||||||||||||||||||
Common Stock |
Preferred Stock |
Common Stock |
Paid- |
Accumulated |
Stockholders’ |
|||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
In Capital |
Deficit |
Deficit |
||||||||||||||||||||||||||||
Balance as of February 23, 2021 (date of inception) |
— | $ | — | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | (4,973 | ) | (4,973 | ) | |||||||||||||||||||||||||
Balance as of March 31, 2021 |
— | — | — | — | 5,750,000 | 575 | 24,425 | (4,973 | ) | 20,027 | ||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | (25,575 | ) | (25,575 | ) | |||||||||||||||||||||||||
Balance as of June 30, 2021 |
— | $ | — | — | $ | — | 5,750,000 | $ | 575 | $ | 24,425 | $ | (30,548 | ) | $ | (5,548 | ) | |||||||||||||||||||
Class A |
Class B |
Additional |
||||||||||||||||||||||||||||||||||
Common Stock |
Preferred Stock |
Common Stock |
Paid- |
Accumulated |
Stockholders’ |
|||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
In Capital |
Deficit |
Deficit |
||||||||||||||||||||||||||||
Balance as of December 31, 2021 |
— | $ | — | — | $ | — | 5,750,000 | $ | 575 | $ | — | $ | (13,027,822) | $ | (13,027,247) | |||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | 355,796 | 355,796 | |||||||||||||||||||||||||||
Balance as of March 31, 2022 |
— | — | — | — | 5,750,000 | 575 | — | (12,672,026 | ) | (12,671,451 | ) | |||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | 4,876,165 | 4,876,165 | |||||||||||||||||||||||||||
Balance as of June 30, 2022 |
— | $ | — | — | $ | — | 5,750,000 | $ | 575 | $ | — | $ | (7,795,861 | ) | $ | (7,795,286 | ) | |||||||||||||||||||
For the six months ended June 30, 2022 |
For the period from February 23, 2021 (inception) through June 30, 2021 |
|||||||
Cash flows from operating activities |
||||||||
Net income (loss) |
$ | 5,231,961 | $ | (30,548 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Interest income |
(311,700 | ) | — | |||||
Change in fair market value of derivative warrant liability |
(5,921,544 | ) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
368,222 | (16,000 | ) | |||||
Accrued expenses |
51,468 | 6,825 | ||||||
Deferred offering costs |
— | (99,027 | ) | |||||
Net cash used in operating activities |
(581,593 | ) | (138,750 | ) | ||||
Cash flows from investing activities |
||||||||
Proceeds from Trust Account |
69,409 | — | ||||||
Net cash provided by investing activities |
69,409 | — | ||||||
Cash flows from financing activities |
||||||||
Proceeds from notes payable to Sponsor |
— | 120,000 | ||||||
Proceeds from issuance of Class B common stock |
— | 25,000 | ||||||
Net cash provided by financing activities |
— | 145,000 | ||||||
Net change in cash |
(512,184 | ) | 6,250 | |||||
Cash at beginning of period |
1,131,162 | — | ||||||
Cash at end of period |
$ | 618,978 | $ | 6,250 | ||||
Supplemental disclosure of non-cash financing activities: |
||||||||
Deferred offering cost included in accrued expenses |
$ | — | $ | 200,000 | ||||
For the three months ended June 30, |
For the six months ended June 30, |
|||||||||||||||
2022 |
2022 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income per share |
||||||||||||||||
Numerator: |
||||||||||||||||
Net income attributable to common stockholders—Basic |
$ | 3,900,932 | $ | 975,233 | $ | 4,185,569 | $ | 1,046,392 | ||||||||
Net income attributable to common stockholders—Diluted |
$ | 3,900,932 | $ | 975,233 | $ | 4,185,569 | $ | 1,046,392 | ||||||||
Denominator: |
||||||||||||||||
Weighted average shares outstanding |
23,000,000 | 5,750,000 | 23,000,000 | 5,750,000 | ||||||||||||
Basic and diluted income per share of common stock |
$ | 0.17 | $ | 0.17 | $ | 0.18 | $ | 0.18 | ||||||||
For the three months ended June 30, |
For the period from February 23, 2021 (date of inception) through June 30, |
|||||||||||||||
2021 |
2022 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net loss per share |
||||||||||||||||
Numerator: |
||||||||||||||||
Net loss attributable to common stockholders—Basic |
$ | — | $ | (25,575 | ) | $ | — | $ | (30,548 | ) | ||||||
Net loss attributable to common stockholders—Diluted |
$ | — | $ | (25,575 | ) | $ | — | $ | (30,548 | ) | ||||||
Denominator: |
||||||||||||||||
Weighted average shares outstanding |
— | 5,750,000 | — | 4,980,315 | ||||||||||||
Basic and diluted loss per share of common stock |
$ | — | $ | (0.00 | ) | $ | — | $ | (0.01 | ) | ||||||
• | prior to our 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 our Sponsor, officers and directors have entered into a letter agreement with us, 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 our 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 our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within 18 months from the closing of the Initial Public Offering (or 21 months or 24 months, as applicable, from the closing of the Initial Public Offering if we were to extend the period of time to consummate our initial business combination) 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 we do not complete our initial business combination within 18 months from the closing of the Initial Public Offering (or 21 months or 24 months, as applicable), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we do not complete our initial business combination within the prescribed time frame. If we submit our initial business combination to our public stockholders for a vote, our 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 our 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 our initial business combination. |
• | the founder shares are shares of Class B common stock that will automatically convert into shares of our Class A common stock on the first business day following the completion of our initial business combination; |
• | 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 our initial business combination; (ii) redemption rights with respect to any founder shares held by them in connection with a stockholder vote to amend our amended and restated certification of incorporation in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of the Initial Public Offering (or 21 months or 24 months, as applicable) or; (iii) rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 18 months from the closing of the offering (or 21 months or 24 months, as applicable) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame); and |
• | the founder shares are entitled to registration rights. |
• | 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. |
Level |
June 30, 2022 |
December 31, 2021 |
||||||||
Assets: |
||||||||||
Cash and marketable securities held in Trust Account |
1 | $ | 232,527,061 | $ | 232,284,770 | |||||
Liabilities: |
||||||||||
Public Warrants (1,2) |
1 | $ | 1,951,550 | $ | 5,744,250 | |||||
Private Placement Warrants (1) |
3 | $ | 1,086,079 | $ | 3,214,923 |
(1) | The Warrants are accounted for as liabilities in accordance with Subtopic 815-40 and are presented within warrant liabilities on the unaudited condensed 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 unaudited condensed statements of operations. |
(2) | Shares of Class A common stock and warrants comprising the units began separate trading on the Nasdaq under the symbols “BHAC” and “BHACW,” respectively on November 26, 2021. Consequently, Public Warrants have been re-classified from Level 3 to Level 1 to reflect those observable inputs for identical instruments in active markets now exists. |
• | 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 a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. |
• | Based on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the risk neutral probability of exceeding the $18.00 redemption value by the start of the exercise period for the Warrants resulted in a nominal difference in value between the Public Warrants and Private Placement Warrants across the valuation dates utilized in the BSM. |
Input |
Input Values as of June 30, 2022 |
Input Values as of December 31, 2021 |
||||||
Risk-free interest rate |
3.01 | % | 1.26 | % | ||||
Expected term (years) |
4.5 Years | 5 Years | ||||||
Expected volatility |
2.1 | % | 10.0 | % | ||||
Instrument exercise price for one share of Class A common stock |
$ | 11.50 | $ | 11.50 |
Private Placement |
Public Warrants |
Warrant Liabilities |
||||||||||
Initial measurement on October 7, 2021 |
$ | 8,640,000 | $ | 14,720,000 | $ | 23,360,000 | ||||||
Change in fair value |
(5,425,077 | ) | (8,975,750 | ) | (14,400,827 | ) | ||||||
Fair value as of December 31, 2021 |
3,214,923 | 5,744,250 | 8,959,173 | |||||||||
Change in fair value |
(2,128,844 | ) | (3,792,700 | ) | (5,921,544 | ) | ||||||
Fair value as of June 30, 2022 |
$ | 1,086,079 | $ | 1,951,550 | $ | 3,037,629 | ||||||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
• | The estimates used in the determination of the fair value of the warrant liability |
• | The recognition, measurement and valuation of marketable debt securities held in our Trust Account |
• | The recognition and measurement of Class A Common Stock subject to possible redemption |
• | The computation of net income (loss) per share of common stock |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 4. |
Controls and Procedures |
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors |
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. |
32.2** | Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. | |
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. |
CRIXUS BH3 ACQUISITION COMPANY | ||
By: | /s/ Daniel Lebensohn | |
Name: | Daniel Lebensohn | |
Title: | Co-Chief Executive Officer(Co-Principal Executive Officer) | |
By: | /s/ Gregory Freedman | |
Name: | Gregory Freedman | |
Title: | Co-Chief Executive Officer and Chief Financial Officer(Co-Principal Executive Officer and Principal Financial and Accounting Officer) |
1 Year Focus Impact BH3 Acquisi... Chart |
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