Overview
This Purchase Agreement, dated May 30, 2025, outlines a $50 million equity line arrangement between Focus Impact BH3 NewCo, Inc. (the Company), XCF Global Capital, Inc. (Target), and Helena Global Investment Opportunities I Ltd. (Investor), defining terms for investor purchase of common stock after a business combination transaction.
Transaction Structure and Purpose
- Investor may purchase up to $50 million in Class A common stock from the Company following a defined business combination.
- The agreement operates as an equity line, allowing the Company to request capital in tranches (“Advances”) during the commitment period.
- The issuance and resale of shares rely on exemptions from registration and require effective registration statements for resales.
- Stock will be listed on Nasdaq under the symbol SAFX.
Key Terms and Mechanics
- Advances initiated by Company via written “Advance Notice”; amount per Advance is capped by formula and market limits.
- No minimum Advance required; no penalties for non-usage.
- Investor cannot own more than 4.99% of outstanding common stock nor exceed 19.99% total issuance without shareholder approval (Exchange Cap).
- Pricing for each Advance is set by the lowest intraday sale price over a three-day pricing period.
- Delivery and settlement procedures detailed, including requirements for prompt share issuance and DTC eligibility.
- Commitment Fee Shares: Investor receives 500,000 shares in connection with the business combination as a commitment fee.
Representations and Warranties
- Investor affirms accredited status, independent investment decision, and compliance with securities laws.
- Company warrants organization, valid capitalization, regulatory compliance, effective registration statement, and absence of material adverse effects or undisclosed litigation.
- Both parties indemnify each other against breaches or misstatements as described.
Conditions and Limitations
- Advances only allowed if all representations, registration, capitalization, and trading conditions are satisfied.
- No Advances during blackout periods or material adverse events.
- Company prohibited from variable rate transactions (except limited exemptions) until the Investor sells all Commitment Fee Shares.
- Strict confidentiality and non-disclosure requirements for material non-public information.
Covenants and Other Provisions
- Company to register and maintain registration for resale of shares, keep shares Nasdaq-listed, and file all SEC reports.
- Use of proceeds restricted to working capital and general purposes, not for sanctioned entities or countries.
- Neither party can assign the agreement; the term is 36 months or until commitment is met.
- New York law and venue govern disputes.
- Each party bears its own fees except Company pays Investor diligence and legal fees up to $40,000.
- Blackout periods and market manipulation protections in place.
- Notices and Advance communications procedures specified.
Decisions
- Investor receives equity line rights and commitment fee shares in exchange for up to $50M capital.
- Advance and settlement mechanics, as well as representations, conditions, and limitations, are contractually binding.
Action Items
- TBD – Company: File registration statement within 30 days post-business combination.
- TBD – Company: Ensure ongoing compliance with SEC, Nasdaq, and agreement conditions before each Advance.
- TBD – Company/Investor: Monitor for and communicate any events suspending Advances or triggering blackouts.