Focus Impact BH3 ends SEC registration after XCF Global merger

Rhea-AI Filing Summary

Focus Impact BH3 Acquisition Company (symbol: BHACU) has filed a Form 15-12G to terminate the registration of its securities under Section 12(g) and suspend its duty to file future reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934. The filing cites reliance on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i). At the certification date, there was one holder of record for the affected securities.

The action follows the consummation of a Business Combination on 6 June 2025. Key steps included: (i) Focus Impact merging into Merger Sub 1, which became a wholly owned subsidiary of Focus Impact BH3 NewCo, Inc.; (ii) Merger Sub 2 merging with XCF Global Capital, Inc.; and (iii) NewCo adopting the new name “XCF Global, Inc.”. Consequently, XCF Global, Inc. is now the sole stockholder of the surviving entity of the first merger.

With the SPAC’s combination completed and the securities now effectively held by a single record holder, the company is removing its securities from SEC registration and will cease periodic reporting. The filing was signed on 30 June 2025 by CEO Mihir Dange on behalf of XCF Global, Inc., the sole stockholder.

Positive

• Business combination completed on 6 June 2025, creating XCF Global, Inc. and eliminating the SPAC shell.
• Regulatory compliance costs will decline as periodic SEC reporting obligations cease.

Negative

• Deregistration removes public disclosure, reducing transparency for any remaining legacy security holders.
• Liquidity may diminish because securities are no longer registered, potentially limiting secondary market trading.

Insights

SPAC Analyst

TL;DR Deregistration is routine post-business-combination; transparency ends for legacy SPAC holders, while new entity continues privately.

Analysis: The Form 15 is standard housekeeping after a SPAC has closed its de-SPAC transaction. With only one holder of record and new corporate structure in place, Focus Impact satisfies the thresholds under Rules 12g-4(a)(1) and 12h-3(b)(1)(i). Investors should note they will no longer receive 10-Q/10-K filings, which reduces public insight. The move confirms that the merger creating XCF Global, Inc. is complete, eliminating the shell structure and transferring ownership to the new parent. Overall impact is operationally neutral but diminishes disclosure for anyone still holding the legacy units.

Corporate Governance Expert

TL;DR Form 15 ends SEC reporting; indicates full ownership consolidation and completion of statutory merger steps.

The filing locks in the reorganization terms disclosed in the March 11 2024 Business Combination Agreement. Termination of registration streamlines compliance costs for the new entity and signals there is no wider shareholder base requiring public filings. While typical, it curtails minority protections tied to SEC reporting. No adverse regulatory issues are cited, suggesting the merger closed without contingent litigation or consent requirements. Given the procedural nature, I view the capital-market impact as limited.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-40868

FOCUS IMPACT BH3 ACQUISITION COMPANY

(Exact name of registrant as specified in its charter)

2500 CityWest Blvd, Suite 150-138

Houston, TX 77042

(Address, including, zip code and telephone number, including

area code of registrant’s principal executive offices)

Units, each consisting of one share of Class A Common Stock and one-half of one warrant

Class A Common Stock, par value $0.0001 per share

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50

 (Title of each class of securities covered by this Form)

None

(Title of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule12g-4(a)(1) ☒

Rule12g-4(a)(2) ☐

Rule12h-3(b)(1)(i) ☒

Rule12h-3(b)(1)(ii) ☐

Rule15d-6¨ ☐

Rule 15d-22(b) ☐

 Approximate number of holders of record as of the certification or notice date: 1*

Effective June 6, 2025, in connection with the consummation of the transactions contemplated by that certain Business Combination Agreement dated as of March 11, 2024 by and among Focus Impact BH3 Acquisition Company (“Focus Impact”), Focus Impact BH3 NewCo, Inc., (“NewCo”), Focus Impact BH3 Merger Sub 1, LLC (“Merger Sub 1”), (i) Focus Impact BH3 Merger Sub 2, Inc. (“Merger Sub 2”), and XCF Global Capital, Inc. (“XCF”), Focus Impact merged into Merger Sub 1, with Merger Sub 1 being the surviving entity as a direct wholly owned subsidiary of NewCo, (ii) Merger Sub 2 merged with and into XCF, with XCF being the surviving corporation as a direct wholly owned subsidiary of NewCo, and (iii) NewCo changed its name to “XCF Global, Inc.” and continues as the sole stockholder of the resulting entity of the merger between Focus Impact and Merger Sub 1.

Pursuant to the requirements of the Securities Exchange Act of 1934, Focus Impact BH3 Acquisition Company has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:  June 30, 2025

	Focus Impact BH3 Acquisition Company
	By:	XCF Global, its sole stockholder
	By:	/s/ Mihir Dange
		Mihit Dange Chief Executive Officer

FAQ

Why did Focus Impact BH3 Acquisition Company file Form 15-12G?

To terminate the SEC registration of its units, common stock and warrants after completing its business combination and having only one holder of record.

What rules were cited to suspend reporting obligations?

The company relied on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i).

When was the business combination completed?

The merger transactions closed on 6 June 2025.

What is the new name of the combined company?

Following the merger, Focus Impact BH3 NewCo, Inc. changed its name to XCF Global, Inc..

How many record holders remain for the securities?

The filing states there is one holder of record as of the certification date.

Will BHACU continue to file 10-K and 10-Q reports?

No. Filing Form 15 suspends future periodic reporting obligations under Sections 13 and 15(d).