XCF Global Capital and Focus Impact BH3 Acquisition today announced a business combination agreement at an implied pro forma enterprise value of $1.84 billion. The target is focused on expanding the market for sustainable aviation fuel (SAF) and other clean-burning biofuels.
If approved, a newly formed holding company of XCF would be listed company on the NYSE or Nasdaq.
The SPAC in December said it had signed a letter of intent for a merger with XCF.
Existing XCF shareholders are anticipated to roll 100% of their equity ownership and will own a pro forma equity ownership of approximately 91.4% in the newly combined entity.
XCF Global intends to be a leading producer of SAF with an initial annualized production capacity of 38 million gallons following the close of its acquisition of New Rise Renewables, which owns a flagship plant and adjacent site in Reno, Nevada. The acquisition of New Rise Renewables is expected to be completed in 2024 and the business combination with Focus Impact BH3 is conditioned on its completion.
Cohen & Company Capital Markets acted as exclusive financial advisor and joint capital markets advisor to XCF Global. Height Capital Markets served as joint capital markets advisor to XCF Global Capital. BTIG acted as capital markets advisor to Focus Impact BH3. Stradley Ronon Stevens & Young and Kirkland & Ellis served as legal counsel to XCF Global Capital and Focus Impact BH3.
