Focus Impact BH3 NewCo Reports Q1 2025 Financial Results with Increased Loss and Business Combination Plans

Focus Impact BH3 NewCo, Inc. has reported its financial results for the first quarter of 2025, revealing a net loss of $6,100, compared to a loss of $2,953 for the same period in 2024. The company's operating and formation costs increased significantly to $16,100 from $2,953 year-over-year. The loss was partially offset by a $10,000 gain from the change in fair value of the Non-Redemption Agreement, which was not present in the previous fiscal period. As of March 31, 2025, the company reported a working capital deficit of $1,283,853, reflecting a slight increase from $1,277,753 at the end of 2024.

In terms of strategic developments, NewCo is in the process of completing a business combination with XCF Global Capital, Inc., which was initiated through a Business Combination Agreement signed on March 11, 2024. This merger is expected to be executed in two steps, with the first step involving the merger of NewCo with a subsidiary of Focus Impact BH3, followed by the merger of another subsidiary with XCF. The company anticipates that this transaction will result in NewCo becoming a publicly traded entity. The stockholders of Focus Impact BH3 approved the business combination at a special meeting held on February 27, 2025.

Operationally, NewCo has not reported any significant customer counts or user statistics, as it has not yet commenced operations. The company remains dependent on its parent company, Focus Impact BH3, for funding and operational support. As of the end of the reporting period, NewCo had no cash on hand and relied entirely on its parent company to cover its operating expenses. The company has also indicated that it may not be able to sustain operations for the next twelve months without additional financing, raising concerns about its ability to continue as a going concern.

Looking ahead, NewCo's management has expressed uncertainty regarding the completion of the proposed business combination and its implications for future operations. The company has noted that various external factors, including economic conditions and market volatility, could impact its ability to finalize the merger. The management has not made any adjustments to the carrying amounts of assets or liabilities in anticipation of potential liquidation, should the business combination not be completed by the extended deadline of October 7, 2025. The company continues to evaluate its financial position and the potential for future financing to support its operations.