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            Focus Impact BH3 NewCo, Inc.

            1345 Avenue of the Americas, 33rd Floor

            New York, NY 10105

            XCF Global Capital, Inc.

            5170 Golden Foothill Parkway

            El Dorado Hills, CA 95762

    October 31, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Julie Sherman, Michael Fay, Juan Grana and Jane Park

            Re:

            Focus Impact BH3 NewCo, Inc.

            Registration Statement on Form S-4

            Filed July 31, 2024

            CIK No. 0002019793

    Ladies and Gentlemen:

    This letter sets forth the responses of Focus Impact BH3 NewCo, Inc. and XCF Global Capital, Inc. (together, the “Company”) to the comments of the staff of the
      Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated August 27, 2024 with respect to the above-referenced Registration
      Statement on Form S-4 (as amended, the “Registration Statement”).

    The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set
      forth our response to each of the numbered comments immediately below each numbered comment.

    In addition, the Company has revised the Registration Statement in response to the Staff’s comments, and the Company is concurrently publicly filing Amendment No. 1 to the Registration Statement with this letter, which
      reflects these revisions and certain other changes. Page numbers in the text of the Company’s responses correspond to page numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to
      them in the Registration Statement.

    Form S-4 filed July 31, 2024 Cover Page

          1.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Registration
      Statement.

          2.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Registration
      Statement accordingly.

    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.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosures on pages 8, 9, 30, 57, 185, 186, 193
      and 197 to include the factual support, material assumptions and sources where relevant for each of the statements noted in the Staff’s comment.

    In addition, the Company has revised the disclosure stating the experts that generally agree that SAFs are the most viable near-term option to decrease emissions in the aviation sector. The Company
      also respectfully advises the Staff that Air bp’s underlying assumptions are based on estimates that impact the ultimate reduction in greenhouse gas emissions for a given SAF product include the feedstock used, the production method employed, and the
      supply chain to the airport

          4.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 11 and 146 of the
      Registration Statement.

    Q. What interests do the Sponsor and Focus Impact's current officers and directors have in the Business Combination?, page 23

          5.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 25 of the Registration
      Statement.

          6.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 26 and 37 of the Registration
      Statement to discuss the interests of XCF's officers and directors in the business combination.

          7.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 25 and 26 of the Registration
      Statement.

          8.

            Staff’s comment: We note your response to prior comment 16. Please incorporate your response in your disclosure accordingly.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 279 of the Registration
      Statement.

    Summary of the Proxy Statement / Prospectus, page 28

          9.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 29 and 30 of the Registration
      Statement to disclose some of the limitations and challenges we may face in implementing our business strategy and gaining market acceptance.

          10.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 32-33 of the Registration
      Statement.

    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.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 256 to summarize the material terms of the
      agreement. In addition, the agreement with Encore has been filed as an exhibit to the Registration Statement.

    Our SAF production process depends, in part, on technology that is licensed to us. We do not control this technology..., page 53

          12.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 60 and 194 to disclose the acceptance date
      criteria.

    The NYSE or Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions..., page 71

          13.

            Staff’s comment: 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".

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 78 of the Registration
      Statement to reflect the fact that the Company has been de-listed from Nasdaq and currently trades on the OTC Markets.

    Focus Impact's directors, executive directors, advisors or their affiliates may take actions, which may influence the vote..., page 80

          14.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 48 and 49 of the Registration
      Statement.

    The Background of the Business Combination, page 122

          15.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 133-136.

          16.

            Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 133 and 136 of the
      Registration Statement.

          17.

            Staff’s comment: We note your respon