SecProbe.io

August 27, 2024
Carl Stanton
Chief Executive Officer
Focus Impact BH3 NewCo, Inc.
1345 Avenue of the Americas, 33rd Floor
New York, NY 10105
Mihir Dange
Chief Executive Officer
XCF Global Capital, Inc.
611 Peru Drive
McCarran, NV 89434
Re:Focus Impact BH3 NewCo, Inc.
Registration Statement on Form S-4
Filed July 31, 2024
File No. 333-281116
Dear Carl Stanton and Mihir Dange:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-4 filed July 31, 2024
Cover Page
1.We note your response to comment 4. Please revise your disclosure to explain why you
are not seeking stockholder approval on NewCo's Amended and Restated Certificate of
Incorporation and Bylaws.
2.Please revise your cover page to disclose compensation received or to be received by the
SPAC sponsor and/or any affiliates in connection with the business combination or any
related financing transaction, including any securities issued in connection with Focus
Impact's initial public offering. Refer to Item 1604(a)(3) of Regulation S-K.

August 27, 2024
Page 2
Questions and Answers
Q. What are some of the positive and negative factors that Focus Impact's board of directors
considered when determining to enter..., page 8
3.We note your response to comment 9. Please revise your disclosure to provide the factual
support, material assumptions, and sources for each of the following statements:

•Page 9: "Based on our assumptions regarding the strong demand for SAF through
2030, an interim deadline set by major airlines and corporations for sustainability
targets for SAF usage, in tandem with the continued low level of supply in the
market, we believe SAF pricing will remain high as we bring our initial facility online
and construct other facilities in the near term";
•Page 53: "Certain governmental and non-governmental organizations and certain
airlines have set targets or have announced goals for SAF usage";
•Page 170: "According to Air bp, SAF is a direct replacement for fossil jet fuel
(conventional jet fuel currently used in the aviation industry), made from renewable
raw materials, and reduced greenhouse gases by up to 80% over the fuel’s life cycle
compared to using fossil jet fuel";
•Page 171: "Though pricing for SAF has historically been higher than conventional jet
fuel primarily due to production costs, governments around the world are setting
targets to use SAF as experts generally agree that SAFs are the most viable near-term
option to decrease emissions in the aviation sector";
•Page 178: Disclosure relating to feedstock resources; and
•Page 182: Estimates relating to the SAF industry.

In particular, please also elaborate further on your assumptions regarding the strong
demand for SAF through 2030, and explain Air bp's underlying assumptions in
concluding that SAF reduced greenhouse gases by up to 80%. Please also disclose the
experts generally agreeing that SAFs are the most viable near-term option to decrease
emissions in the aviation sector.
4.We note your response to comment 11, which we reissue in part. Please balance your
disclosure by further discussing the variety of uncertainties, risks and other potentially
negative factors relevant to the business combination considered by Focus Impact's board
of directors.
Q. What interests do the Sponsor and Focus Impact's current officers and directors have in the
Business Combination?, page 23
5.We note your response to comment 15. Please revise to prominently highlight that your
Sponsor was founded by affiliates of Focus Impact Partners, LLC, who also serve as
officers and directors of Focus Impact Acquisition Corp. and that members of the Focus
Impact management team and directors, including Messrs. Stanton, Lyles, Thorn and
Carter and Ms. Simms are directors and officers of Focus Impact Acquisition Corp.
6.Please revise to discuss the interests of XCF's officers and directors in the business
combination. Refer to Item 1603(b) of Regulation S-K.

August 27, 2024
Page 3
7.Please revise to describe the fiduciary duties of each officer and director of Focus Impact
to other companies. Refer to Item 1603(c) of Regulation S-K.
8.We note your response to prior comment 16. Please incorporate your response in your
disclosure accordingly.
Summary of the Proxy Statement / Prospectus, page 28
9.We note your response to comment 17, which we reissue in part. Please balance your
disclosure to include equally prominent disclosure of the limitations and challenges you
face in implementing your business strategy and gaining market acceptance.
10.Please revise your summary to provide the disclosures required by Item 1604(b) of
Regulation S-K. In particular, please provide additional disclosure regarding the
background to the business combination. Please also include a brief discussion of the
fairness opinion provided by EntrepreneurShares.
Risk Factors
Our management team does not have experience in the construction of SAF production facilities
or in the operation of a renewable fuels..., page 50
11.We note your disclosure that you have "entered into a contract with Encore, one of the
EPC companies that was subcontracted to build New Rise Reno, to manage the
conversion of the facility to SAF". We also note your disclosure on page 238 that "[t]he
outstanding payable balance to Encore as of March 31, 2024 and December 31, 2023, was
$28,433,754 and $28,937,235, respectively." Please revise to disclose the material terms
of your existing contract with Encore, including the date you entered into such contract.
Please also file the contract as an exhibit to this registration statement pursuant to Item
601(b)(10) of Regulation S-K.
Our SAF production process depends, in part, on technology that is licensed to us. We do not
control this technology..., page 53
12.We note your revised disclosure in response to prior comment 24 related to the Axens
license agreement that a project acceptance fee of $200,000 is due on “project
acceptance,” which cannot exceed four years after the effective date of such agreement.
You disclose that while $200,000 has been paid to date under the Axens license
agreement, additional payments totaling $650,000 is required to be paid after three years
of operation from the "acceptance date." Please expand your disclosure relating to the
"acceptance date" as defined in the license agreement. We also note that the term
"Acceptance Date" as defined in the Axens license agreement filed as Exhibit 10.30 refers
to the "date of completion by Licensor" of its obligations with respect to a certain
performance test.
The NYSE or Nasdaq may delist our securities from trading on its exchange, which could limit
investors' ability to make transactions..., page 71
13.Please revise to describe the potential impact of required compliance with Rule 419 if
your securities are delisted from Nasdaq. Please also expand your disclosure regarding
each of the material adverse consequences from delisting, including a determination that
your common stock is a "penny stock".

August 27, 2024
Page 4
Focus Impact's directors, executive directors, advisors or their affiliates may take actions, which
may influence the vote..., page 80
14.We note your response to prior comment 25 that should the SPAC redemption be deemed
a tender offer, you will ensure that certain conditions will be met so that the purchases by
the Sponsor and Focus Impact's directors, executive officers, advisors or their respective
affiliates will comply with Rule 14e-5. Please revise to incorporate your response in your
disclosure accordingly.
The Background of the Business Combination, page 122
15.We note your response to comment 35. Please revise to discuss whether any payment was
made to BTIG in connection with its role as the capital markets advisor for the proposed
financing for Company A. Please also disclose any fees paid to Cohen & Company
Capital Markets by XCF and Focus Impact management, and more prominently highlight
that CCM served as financial adviser to Focus Impact in connection with the Devvstream
Holdings Inc. business combination, and was engaged as a financial adviser to XCF in
September 2023.
16.Please revise your disclosure in this section relating to your search for acquisition targets,
where applicable, to address the following issues:

•We note your revised disclosure on page 123 in response to prior comment 32 that
Crixus BH3 expanded its investment parameters to “include targets outside of the real
estate, construction, infrastructure and adjacent sectors” to increase the probability of
identifying an attractive target. Please expand your disclosure to specify the types of
criteria that Crixus BH3 considered and used in its search for acquisition targets and
how such criteria was chosen;

•We refer to your disclosure on page 124 relating to the criteria Focus Impact used to
identify the six potential targets to which to submit letters of interest, including the
growth potential of these businesses. Please revise to clarify whether Focus Impact's
criteria included certain types of sectors or industries; and

•We note your disclosure on page 125 that the Focus Impact management team
“conducted additional diligence” following entry into letters of intent with Company
C and Company D. Please expand your disclosure to discuss the level of diligence
that Focus Impact performed in assessing each of Company C and D before
determining not to proceed with either company and discuss the management
team's reasons for reaching its conclusion not to pursue each of the potential business
combination targets.
We note your response to comment 36. Please expand your disclosure in this section to
describe in more detail how you arrived at an initial enterprise value range
of $1,500,000,000 to $2,000,000,000 for XCF included in the draft LOI circulated on
November 27, 2023. You disclose on page 126 that a subsequent draft LOI circulated on
December 5, 2023 included a downward revision of the enterprise value
range to $1,600,000,000 to $1,900,000,000 and that the execution version of the LOI 17.

August 27, 2024
Page 5
included an initial enterprise value of $1,750,000,000. Please revise your disclosure to
discuss how the analysis and the initial enterprise value evolved during the negotiations
and provide further detail regarding each of the factors that the Focus Impact management
team considered in determining the enterprise value for XCF.
18.We note your response to comments 33 and 37, which we reissue in part. Please revise
this section to include a discussion of negotiations relating to the material terms of the
transaction. In your revised disclosure, please explain the reasons for such terms, each
party’s position on such issues, the proposals and counter-proposals made during the
course of negotiations and drafts exchanged, and how you reached agreement on the final
terms. Please provide this information for all material agreements in connection with the
business combination, including material LOIs and the BCA.
19.We note your response to comment 38. Please revise to further discuss the material
findings of the due diligence materials submitted to Focus Impact's board of directors
by Kirkland & Ellis and Marsh.
Benefits of the Business Combination, page 138
20.Please revise this section to discuss both the benefits and detriments of the business
combination and any related financing transaction to Focus Impact, the Sponsor, XCF,
and public stockholders. Refer to Item 1605(c) of Regulation S-K.
Certain Forecasted Information about XCF, page 139
21.We note your response to comment 40. Please disclose the financial projections that XCF
provided to Focus Impact. Please also disclose all material assumptions underlying the
projections, and any material factors that may affect such assumptions. Include a
discussion of any material growth or reduction rates or discount rates used in preparing
the projections, and the reasons for selecting such growth or reduction rates or discount
rates, if applicable. Refer to Item 1609(b) of Regulation S-K.
Reasonable Basis Review of XCF's Financial Projections and Underlying Assumptions, page 139
22.Please revise to explain how Zukin arrived at the conclusion that: (1) the assumptions
used, taken as a whole, provide reasonable support for the financial projections; (2) the
financial projections are consistent with the material factors and assumptions used to
construct them, and take into account the preparers’ of the financial projections informed
judgment; and (3) that there is a reasonable basis for the financial projections provided by
XCF as of March 10, 2024.

Opinion of EntrepreneurShares Valuation Services, page 140
23.We note your response to comment 42, which we reissue in part. Please expand your
disclosure to briefly describe XCF management's assumptions regarding its future plans
as stated on page 144. Please also explain each of the factors that lead EntrepreneurShares
to conclude that XCF has an “idiosyncratic risk profile.” Finally, please also provide
the Enterprise Value-to-EBIT multiple, the Enterprise Value-to-EBITDA (EV/EBITDA)
multiple and the Enterprise Value-to-PE (EV/PE) multiple for each of the comparable
companies disclosed on page 143.

August 27, 2024
Page 6
24.We note your disclosure on page 145 that "Focus Impact engaged EntrepreneurShares to
act as a supplier of the fairness opinion based on EntrepreneurShares’ qualifications,
experience, and reputation." Please briefly discuss these qualifications. Please also
describe the method through which EntrepreneurShares was selected as the supplier of the
fairness opinion and disclose any material relationship that existed during the past two
years between Focus Impact, XCF and EntrepreneurShares, other than in connection with
the rendering of the fairness opinion. Refer to Item 1607(b) of Regulation S-K.
Material U.S. Federal Income Tax Considerations, page 161
25.We refer to your revised tax disclosure in response to comment 46. Please further revise
to remove any language that assumes certain consequences. For guidance, please see Staff
Legal Bulletin No. 19.
Information About XCF Global Capital, Inc.
XCF Project Pipeline and Growth Plan, page 172
26.We note your revised disclosure on page 172 in response to comment 47. Please revise to
disclose the "finished product yields" and "required maintenance downtime" that you have
assumed in connection with your anticipated SAF production at each of the New Rise
Reno, New Rise Reno 2 and Fort Myers and Wilson facilities.
Regulatory Matters - Environmental and Compliance, page 186
27.We note your response to comment 55, which we reissue in part. You disclose that XCF
will be subject to various federal, state and local environmental laws that will govern your
production of SAF. Please revise to include a more detailed discussion of the material
regulations applicable to your business and plans.
Management's Discussion and Analysis of Financial Condition and Results of Operations of New
Rise
Results of Operations - for the Three Months Ended March 31, 2024 and 2023, page 225
28.We note your disclosure that general and administrative expenses primarily consisted of
"payroll and payments related to the financial liability." Please revise to disclose the
financial liability.
Contractual Obligations, page 228
29.We note your disclosure that "[a]s of March 31, 2024, the Company has four notes
payable to a financial institution that are secured by substantially all of New Rise Reno’s
assets" and that "[a]s of M