Overview
This Form 8-K filing details multiple significant agreements, amendments, financings, defaults, management changes, and operational updates involving Focus Impact BH3 NewCo, Inc. and XCF Global Capital, Inc., including extensions, new credit lines, loans, leadership appointments, and ongoing discussions to address facility loan and lease defaults.
Amendment to Business Combination Agreement
- The termination date of the Business Combination Agreement was extended from May 31, 2025 to June 30, 2025 (Amendment No. 3).
- A copy of the amendment is attached as Exhibit 2.1.
New Financing and Credit Agreements
- An Equity Line of Credit (ELOC) Agreement with Helena Global Investment provides up to $50 million in Class A Common Stock, post-business combination, with a commitment fee of 740,000 XCF shares.
- On May 30, 2025, a $2M unsecured promissory note (“Helena Note”) was issued to Helena Global Investment, with interest of $400,000 and advanced shares collateral.
- Multiple additional promissory notes were issued (GL Notes, Innovativ Media Notes, Narrow Road Capital Note, Cribb Note) with varying terms, interest, security, and share issuance rights.
Loan and Lease Defaults
- New Rise Renewables Reno, LLC is in default on a $112.58M loan with Greater Nevada Credit Union (GNCU) and faces a $19.3M catch-up payment demand as of May 15, 2025.
- The facility is also in default under the Twain Ground Lease, owing $18.5M as of May 15, 2025, combining lease payments and penalties.
- XCF is in active discussions with both GNCU and Twain for potential forbearance or payment modifications but resolution is uncertain.
Management Appointments and Changes
- Pamela M. Abowd appointed Chief Accounting Officer with a $300,000 salary, bonuses, equity incentives, and severance provisions.
- Jonathan Seeley appointed Vice President, Treasurer, with a $260,000 salary, bonuses, equity grants, and severance terms.
- Addenda to employment agreements executed for Gregory R. Surette (Chief Strategy Officer) and Gregory P. Savarese (Chief Marketing Officer) for new equity incentives.
Departures and Separation Agreements
- Joseph Cunningham (Chief Accounting Officer/Director) and Stephen Goodwin (Chief Business Development Officer/Director) retired and resigned; both receiving cash and share compensation per separation agreements.
Operations Update: SAF Production Facility
- Reno facility began SAF and renewable naphtha production in February 2025, delivering 1 million gallons by March, then temporarily switched to renewable diesel production to reach full capacity.
- SAF production is expected to resume by or before Q3 2025, with timing and full-capacity achievement uncertain.
Decisions
- Extend Business Combination Agreement Termination Date to June 30, 2025.
- Enter ELOC and Helena Note agreements with Helena Global Investment.
- Appoint Pamela M. Abowd and Jonathan Seeley to key financial leadership positions.
Action Items
- TBD – XCF Leadership: Conclude renegotiations or secure refinancing for GNCU loan and Twain lease defaults.
- Q3 2025 – Operations Team: Resume and stabilize SAF production at Reno facility.
Key Dates / Deadlines
- GNCU loan current payment demand by May 27, 2025 (not met), $19.3M overdue as of May 15, 2025.
- Twain Ground Lease defaulted, with $18.5M due as of May 15, 2025.
- SAF production to potentially resume by or before Q3 2025.