SecProbe.io

January 3, 2025
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.
5170 Golden Foothill Parkway
El Dorado Hills, CA 95762
Re:Focus Impact BH3 NewCo, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 16, 2024
File No. 333-281116
Dear Carl Stanton and Mihir Dange:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our November 26,
2024 letter.

January 3, 2025
Page 2
Amendment No. 2 to Form S-4 filed December 16, 2024
Risk Factors
We may become subject to requirements of Rule 419 to which we are not currently subject.,
page 95
1.We note your response to comment 5. Please revise to clearly disclose whether the
Focus Impact shares are "penny stock," and provide a brief explanation of how you
determined whether or not the Focus Impact shares are "penny stock" as defined in
Rule 3a51-1 under the Exchange Act.
Unaudited Pro Forma Condensed Combined Financial Information, page 104
2.In response to comment 6, you set forth that the conversion ratio is 0.76 for shares
attributable to XCF equity holders; however, the letter to stockholders refers to a
conversion ratio of 0.86. In addition, the NewCo shares in note (4) appear to add to
158,380,631, while the number in the table lists 148,378,692. Lastly, the XCF shares
in note (4) appear to add to 182,079,777, while the XCF share number referenced in
the letter to stockholders is 172,899,777. Please clarify the primary differences
between these amounts.
The Background of the Business Combination, page 133
3.We note your response to comment 8. Please revise to clearly disclose the assumed
discounted potential revenue and profitability from XCF's New Rise Reno facility and
from additional sustainable fuel facilities that could be developed from XCF’s
modular facility design.
Reasonable Basis Review of XCF's Financial Projections and Underlying Assumptions, page
155
4.We note your response to comment 11, including your revised disclosure on page 156.
Please revise to further clarify how Zukin concluded that XCF's assumptions provided
reasonable support for the projections. As an example only, we note your disclosure
that "Zukin concluded that XCF’s assumptions, taken as a whole, provide reasonable
support for the projections, based upon a review of the key assumptions driving
XCF’s projections, as compared to market rates and/or projected rates for those
drivers, along with management’s representations of XCF’s growth plans, as of the
time of Zukin’s review." Please explain how Zukin reviewed the key assumptions
driving the projections, disclose the source of the market rates and/or projected rates
for those drivers, and clarify how Zukin concluded that management representations
sufficed as support for management projections.

January 3, 2025
Page 3
            Please contact Michael Fay at 202-551-3812 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters. Please contact
Juan Grana at 202-551-6034 or Jane Park at 202-551-7439 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Peter S. Seligson, P.C.