SecProbe.io

CORRESP
 1
 filename1.htm

 XCF
Global, Inc.

 2500
CityWest Blvd

 Suite
150-138

 Houston,
TX 77042

 December
1, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Juan Grana

 Re:
 XCF Global, Inc.

 Registration
Statement on Form S-1

 File
No. 333-291024

 Request
for Acceleration of Effective Date

 Dear
Mr. Grana:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, XCF Global, Inc. hereby requests that
the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-1 and declare
such Registration Statement effective as of 4:30 p.m., Eastern Time, on December 2, 2025, or as soon thereafter as practicable.

 Please
direct any questions or comments concerning this request to our counsel, Thomas Hanley of Stradley Ronon Stevens & Young, LLP, at
(215) 564-8577. In addition, once the Registration Statement has been declared effective, please orally confirm that event with Mr. Hanley.

 Very truly yours,

 XCF Global, Inc.

 By:
 /s/ Simon Oxley

 Name:
 Simon Oxley

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 XCF
Global, Inc.

 2500
CityWest Blvd

 Suite
150-138

 Houston,
TX 77042

 December
1, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Juan Grana

 Re:
 XCF Global, Inc.

 Registration
Statement on Form S-1

 File
No. 333-291020

 Request
for Acceleration of Effective Date

 Dear
Mr. Grana:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, XCF Global, Inc. hereby requests that
the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-1 and declare
such Registration Statement effective as of 4:30 p.m., Eastern Time, on December 2, 2025, or as soon thereafter as practicable.

 Please
direct any questions or comments concerning this request to our counsel, Thomas Hanley of Stradley Ronon Stevens & Young, LLP, at
(215) 564-8577. In addition, once the Registration Statement has been declared effective, please orally confirm that event with Mr. Hanley.

 Very truly yours,

 XCF Global,
 Inc.

 By:
 /s/ Simon Oxley

 Name:
 Simon Oxley

 Title:
 Chief Financial Officer

CORRESP
1
filename1.htm

      Focus Impact BH3 NewCo, Inc.

      1345 Avenue of the America, 33rd Floor

      New York, NY 10105

      XCF Global Capital, Inc.

      5170 Golden Foothill Parkway

      El Dorado Hills, CA 95762

      February 3, 2025

      VIA EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      Office of Trade & Services

      100 F Street, N.E.

      Washington, D.C. 20549

    Attention: Michael Fay, Li Xiao, Juan Grana, Jane Park

            Re:

            Focus Impact BH3 NewCo, Inc.

            Amendment No. 4 to Registration Statement on Form S-4 (the “Registration Statement”)

            File No. 333-281116

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, Focus Impact BH3 NewCo, Inc. (“NewCo”) and XCF Global Capital, Inc. (the “Registrants”) hereby request acceleration of the effective
        date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on February 5, 2025, or as soon thereafter as practicable, or at such other time as the Registrants or Kirkland & Ellis LLP request by telephone that such
        Registration Statement be declared effective.

      Please contact Peter Seligson, of Kirkland & Ellis LLP, special counsel to NewCo, at (212) 446 4756, as soon as the registration statement has been declared effective, or if you have any other questions or
        concerns regarding this matter.

    Sincerely,

    FOCUS IMPACT BH3 NEWCO, INC.

            /s/ Carl Stanton

            Carl Stanton

            Chief Executive Officer

    XCF GLOBAL CAPITAL, INC.

            /s/ Mihir Dange

            Mihir Dange

            Chief Executive Officer

CORRESP
1
filename1.htm

            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

    January 17, 2025

    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 December 16, 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 January 6, 2025 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. 3 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.

    Amendment No. 2 to Form S-4 filed December 16, 2024

    Risk factors

    1.
      Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 95 and 96 of the Registration Statement.

    2.
      Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the letter to stockholders to reflect the appropriate conversion ratio of 0.75.

      The footnote (4) disclosures have been updated for clarity. Specifically, XCF shares of 184,046,443 were converted at the 0.75 ratio and combined with the 10,000,000 NewCo common shares issued on a 1:1 basis in connection with the New Rise
        Convertible Note, as provided under the Soule Support Agreement dated March 11, 2024, resulting in the total of 147,114,480 shares to XCF Equityholders (in the no redemptions scenario).

      The XCF share count prior to the BHAC Transaction has been revised from 182,079,777 in the previous amendment to 184,046,443. This revision reflects adjustments for the following convertible promissory notes: a $0.3 million note issued between
        XCF and GL SPV Part I, LLC on December 31, 2024; a $0.2 million note issued between XCF and GL SPV Part I, LLC on January 14, 2025; a $0.2 million note issued between XCF and Focus Impact Partners, LLC on January 14, 2025; and a $0.1 million note
        issued between XCF and Sky MD, LLC on January 14, 2025. The increase in total XCF shares prior to the BHAC Transaction, along with adjustments related to transaction expenses, resulted in a corresponding change in the conversion ratio to 0.75.

    The Background of the Business Combination, page 133

    3.

    Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 139, 140, 156 and 157 of the Registration Statement.

    Reasonable Basis Review of XCF’s Financial Projections and Underlying Assumptions, page 155

    4.
      Staff’s comment: 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 160 and 161 of the Registration Statement.

    Amendment No. 1 to Form S-4 filed October 31, 2024

    5.

    Staff’s comment 10: We note your response to comment 21, including your disclosure on page 150 that “[t]he inclusion of the financial
      projections in this joint proxy statement/prospectus should not be regarded as an indication that XCF, Focus Impact nor their respective representatives considered or consider the financial projections to be a reliable prediction of future events,
      and reliance should not be placed on the financial projections.” Please remove the disclosure suggesting that investors should not rely on disclosures included in your registration statement. Please also advise whether the projections still reflect
      the views of XCF’s management on its future performance as of the most recent practicable date. Refer to Item 1609(c) of Regulation S-K. Finally, please revise your financial projections on page 151 to address the following points:

            •

                Please revise to provide a brief explanation of each line item included in the table; and

          •

            We note your disclosure that “[t]he projections considered what XCF management believed to be reasonable expectations for the value and volume of the Company’s renewable fuel production and the costs of operating, maintaining, supplying
              and fulfilling the Company’s renewable fuel production.” Please disclose XCF management’s expectations for each and discuss, either here or elsewhere in the registration statement, XCF management’s assumptions regarding its future plans.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 154-160 of the Registration Statement.

    We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Carl Stanton, Chief Executive Officer of Focus Impact BH3 NewCo, Inc. by telephone
      at 917-535-3776 or by email at cstanton@focus-impact.com or Mihir Dange, Chief Executive Officer of XCF Global Capital, Inc. by telephone at 408-332-2264 or by email at m.dange@xcf.global.

            Sincerely,

             /s/ Carl Stanton

            Carl Stanton

            /s/ Mihir Dange

            Mihir Dange

    Via E-mail:

            cc:

            Peter Seligson, P.C.

            Allison C. Bell

            Kirkland & Ellis LLP

            Thomas L. Hanley

            Christopher S. Connell

            Stradley Ronon Stevens & Young, LLP

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.

CORRESP
1
filename1.htm

            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

    December 16, 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 October 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 November 26, 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. 2 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.

    Amendment No. 1 to Registration Statement on Form S-4 filed October 31, 2024

    Cover Page

          1.

            Staff’s comment: Please revise your cover page and elsewhere in the registration statement to discuss the delisting of Focus Impact’s securities from the Nasdaq Capital Market.
              In particular, please disclose that the securities were delisted because you did not comply with Nasdaq Listing Rule 5101-2 and specify the date on which the securities were delisted. Please also discuss the material adverse consequences that
              investors face from the delisting of the securities, including that:

          •

            there is reduced liquidity for your securities;

          •

            your securities may be deemed to be a “penny stock”, which will require brokers trading in your common stock to adhere to more stringent rules and which likely would serve as an additional factor that may reduce the trading activity in the
              secondary trading market for your securities;

          •

            there may be a limited amount of news and analyst coverage with respect to your securities;

          •

            you may be subject to a decreased ability to issue additional securities or obtain additional financing in the future; and

          •

            your securities may lose their status as covered securities.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 95 - 96
      and 240 of the Registration Statement.

          2.

            Staff’s comment: We note your response to comments 2 and 34. Please revise your cover page to disclose compensation received or to be received by your former sponsor in
              connection with Focus Impact’s initial public offering and/or the business combination. Please also revise your summary compensation disclosure on page 48 to discuss the issuances to your former sponsor in connection with Focus Impact’s
              initial public offering and the concurrent private placement.

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

          3.

            Staff’s comment: We note your disclosure that “in connection with the July 2024 Special Meeting, the holders of 1,099,905 shares of Focus Impact Class A Common Stock properly
              exercised their right to redeem their shares…” Please disclose the percentage of Focus Impact shareholders at the time of the stockholder vote that voted to redeem their shares. Please make conforming changes throughout your filing.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and on pages 105,
      225 and 236 of the Registration Statement.

    Questions and Answers

    Q. What shall be the relative equity stakes of the Public Stockholders and the XCF security holders in NewCo upon completion..., page 17

          4.

            Staff’s comment: Please revise the table of your equity ownership following the business combination to disclose the “Other Class B Holders”.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and on pages 17-18, 19, 44 and 45-46 of
      the Registration Statement.

    We may become subject to requirements of Rule 419 to which we are not currently subject., page 78.

          5.

            Staff’s comment: Please revise this risk factor to clarify whether Focus Impact is currently subject to the requirements of Rule 419 of the Securities Act. Please also advise
              whether Focus Impact’s common stock has been classified as a “penny stock” as defined in Rule 3a51-1 under the Exchange Act.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 95 and 96 of the Registration Statement. The
      Company respectfully advises the Staff that Focus Impact’s common stock has not been classified as a “penny stock” as defined in Rule 3a51-1 under the Exchange Act.

    Unaudited Pro Forma Condensed Combined Financial Information, page 102

          6.

            Staff’s comment: We note the reference to 148,378,692 shares attributable to XCF Equity holders in the table on page 108, and elsewhere in your filing. We also note the
              references to XCF stock in note (4), which total 172,899,777, and to the 0.86 conversion ratio in the letter to stockholders. Taken together, it does not appear that the 10,000,000 shares of NewCo issuable upon the closing of the Business
              Combination, in connection with the Soule Support Agreement dated March 11, 2024 is included in the table. It also does not appear that the 10,000,000 shares of NewCo common stock to be issued upon conversion of the $100 million New Rise
              Convertible Notes is included in the table. Please clarify whether the two separate 10,000,000 common share issuances are included in the table and, if not, clarify the reason for their exclusion.

    Response: The Company respectfully acknowledges the Staff’s comment and notes that the shares attributable to XCF Equity holders and references to XCF stock
      in note (4) have been updated based on updated share counts on the cover page and on pages 17, 19, 44, 45, 110 and 111 of the Registration Statement.

    In connection with the Soule Support Agreement dated March 11, 2024, the terms of the New Rise Convertible Note for 10,000,000 common shares of XCF was amended to be converted into 10,000,000 common shares of NewCo,
      which represents a 1:1 basis.

    The Company has revised the disclosure on page 122 of the Registration Statement to clarify this distinction and that the conversion ratio is 0.76 for shares attributable to XCF Equity holders and 1.0 for shares
      attributable to the New Rise Convertible Note.

    The Background of the Business Combination, page 131

          7.

            Staff’s comment: We note your response to comment 15. Please advise whether there are any fees due to Cohen & Company Capital Markets by XCF and Focus Impact management prior
              to the closing of the business combination.

    Response: The Company respectfully acknowledges the Staff’s comment and notes that there are not any fees due to Cohen & Company Capital Markets by XCF
      or by Focus Impact management prior to the closing of the business combination.

          8.

            Staff’s comment: We note your response to comment 17, including your disclosure that “Focus Impact arrived at an initial enterprise value range of $1,500,000,000 to
              $2,000,000,000 by considering a variety of factors including the discounted potential revenue and profitability from XCF’s New Rise Reno facility that is expected to start production of SAF by Q4 2024 in Reno, Nevada, the discounted potential
              future revenue and profitability from additional sustainable fuel facilities that could be developed from XCF’s modular facility design, the potential growth in demand for sustainable fuels related to both industry participant shifts and
              government encouragement, the commercial relationships established by XCF, the knowledge and expertise of the XCF management team and the relative valuation dynamics of XCF’s comparable public companies in the sustainable fuel and renewable
              energy industries.” Please revise to disclose the assumed discounted potential revenue and profitability from XCF’s New Rise Reno facility and any assumptions regarding the number of additional sustainable fuel facilities that could be
              developed from XCF’s modular facility design. Please also disclose how you calculated the potential growth in demand for sustainable fuels and the comparable companies that were considered, including how they were selected and the valuation
              assigned to each. To the extent this disclosure is provided elsewhere in the registration statement, please include a cross-reference to such disclosure. Finally, we also note your disclosure on page 137 that “onsite due diligence and
              management meetings facilitated Focus Impact’s assessment of the aforementioned factors it considered in establishing a transaction valuation for XCF and contributed to a refining of the transaction valuation to a single-point within the
              range.” Please expand your disclosure relating to your onsite due diligence and management meetings and how they contributed to the final valuation of $1,750,000,000.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 137 - 138 and 139 of the Registration Statement.

          9.

            Staff’s comment: We note your response to comment 18. Please revise this section to include a discussion of negotiations relating to the material terms of the transaction. In
              particular, 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 138, 141 and 142 of the Registration Statement.

    Certain Forecasted Information about XCF, page 149

          10.

            Staff’s comment: We note your response to comment 21, including your disclosure on page 150 that “[t]he inclusion of the financial projections in this joint proxy
              statement/prospectus should not be regarded as an indication that XCF, Focus Impact nor their respective representatives considered or consider the financial projections to be a reliable prediction of future events, and reliance should not be
              placed on the financial projections.” Please remove the disclosure suggesting that investors should not rely on disclosures included in your registration statement. Please also advise whether the projections still reflect the views of XCF’s
              management on its future performance as of the most recent practicable date. Refer to Item 1609(c) of Regulation S-K. Finally, please revise your financial projections on page 151 to address the following points:

            •

              Please revise to provide a brief explanation of each line item included in the table; and

            •

              We note your disclosure that “[t]he projections considered what XCF management believed to be reasonable expectations for the value and volume of the Company’s renewable fuel production and the costs of operating, maintaining, supplying
                and fulfilling the Company’s renewable fuel production.” Please disclose XCF management’s expectations for each and discuss, either here or elsewhere in the registration statement, XCF management’s assumptions regarding its future plans.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff it will include responsive disclosure to Comment 10 in future
      filings.

    Reasonable Basis Review of XCF’s Financial Projections and Underlying Assumptions, page 153

          11.

            Staff’s comment: We note your response to comment 22, which we reissue. 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 155 and 156 of the Registration Statement.

    New Rise Renewables, page 255

          12.

            Staff’s comment: We note your revised disclosure in response to prior comment 11. Please revise your disclosure to disclose the material terms of your agreements with Encore
              Management, including but not limited to, the termination provision, aggregate future potential milestone payments to be paid, and the aggregate amounts paid to date under each agreement (including any up-front fees), as applicable.

    Response: The Company respectfully acknowledges the Staff’s comment and has updated the disclosure to include the material terms of the agreements with
      Encore Management on page 259 of the Registration Statement.

    Financial Statements of New Rise Renewables, LLC and Subsidiary for the Years Ended December 31, 2023 and 2022

    Note 2. Summary of Significant Policies

    Land, Machinery and Equipment, and Operation Plant, page F-9

          13.

            Staff’s comment: We note your revised disclosure in response to comment 31 that land, machinery and equipment, and operation plant were recognized at their historical cost as a
              transfer between entities under common control on the date of contribution by Randy Soule and that these assets were contributed to the Company on September 23, 2016. We also note the prior disclosure that these assets were previously
              recognized at fair market value at the date of contribution. Please revise your disclosure to identify the contributed assets and quantify their historical cost on the date of transfer. In addition, please clarify for us why the

November 26, 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.
5170 Golden Foothill Parkway
El Dorado Hills, CA 95762
Re:Focus Impact BH3 NewCo, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed October 31, 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 August 27, 2024 letter.
Amendment No. 1 to Form S-4 filed October 31, 2024
Cover Page
Please revise your cover page and elsewhere in the registration statement to discuss
the delisting of Focus Impact's securities from the Nasdaq Capital Market. In
particular, please disclose that the securities were delisted because you did not comply
with Nasdaq Listing Rule 5101-2 and specify the date on which the securities were 1.

November 26, 2024
Page 2
delisted. Please also discuss the material adverse consequences that investors face
from the delisting of the securities, including that:

•there is reduced liquidity for your securities;
•your securities may be deemed to be a "penny stock", which will require brokers
trading in your common stock to adhere to more stringent rules and which likely
would serve as an additional factor that may reduce the trading activity in the
secondary trading market for your securities;
•there may be a limited amount of news and analyst coverage with respect to your
securities;
•you may be subject to a decreased ability to issue additional securities or obtain
additional financing in the future; and
•your securities may lose their status as covered securities.
2.We note your response to comments 2 and 34. Please revise your cover page to
disclose compensation received or to be received by your former sponsor in
connection with Focus Impact's initial public offering and/or the business
combination. Please also revise your summary compensation disclosure on page 48 to
discuss the issuances to your former sponsor in connection with Focus Impact's initial
public offering and the concurrent private placement.
3.We note your disclosure that “in connection with the July 2024 Special Meeting, the
holders of 1,099,905 shares of Focus Impact Class A Common Stock properly
exercised their right to redeem their shares…” Please disclose the percentage of Focus
Impact shareholders at the time of the stockholder vote that voted to redeem their
shares. Please make conforming changes throughout your filing.
Questions and Answers
Q. What shall be the relative equity stakes of the Public Stockholders and the XCF security
holders in NewCo upon completion..., page 17
4.Please revise the table of your equity ownership following the business combination
to disclose the "Other Class B Holders".
We may become subject to requirements of Rule 419 to which we are not currently subject.,
page 78
5.Please revise this risk factor to clarify whether Focus Impact is currently subject to the
requirements of Rule 419 of the Securities Act. Please also advise whether Focus
Impact's common stock has been classified as a "penny stock" as defined in Rule
3a51-1 under the Exchange Act.
Unaudited Pro Forma Condensed Combined Financial Information, page 102
We note the reference to 148,378,692 shares attributable to XCF Equity holders in the
table on page 108, and elsewhere in your filing. We also note the references to XCF
stock in note (4), which total 172,899,777, and to the 0.86 conversion ratio in the
letter to stockholders. Taken together, it does not appear that the 10,000,000 shares of
NewCo issuable upon the closing of the Business Combination, in connection with the 6.

November 26, 2024
Page 3
Soule Support Agreement dated March 11, 2024 is included in the table. It also does
not appear that the 10,000,000 shares of NewCo common stock to be issued upon
conversion of the $100 million New Rise Convertible Notes is included in the table.
Please clarify whether the two separate 10,000,000 common share issuances are
included in the table and, if not, clarify the reason for their exclusion.
The Background of the Business Combination, page 131
7.We note your response to comment 15. Please advise whether there are any fees due
to Cohen & Company Capital Markets by XCF and Focus Impact management prior
to the closing of the business combination.
8.We note your response to comment 17, including your disclosure that "Focus Impact
arrived at an initial enterprise value range of $1,500,000,000 to $2,000,000,000 by
considering a variety of factors including the discounted potential revenue and
profitability from XCF’s New Rise Reno facility that is expected to start production of
SAF by Q4 2024 in Reno, Nevada, the discounted potential future revenue and
profitability from additional sustainable fuel facilities that could be developed from
XCF’s modular facility design, the potential growth in demand for sustainable fuels
related to both industry participant shifts and government encouragement, the
commercial relationships established by XCF, the knowledge and expertise of the
XCF management team and the relative valuation dynamics of XCF’s comparable
public companies in the sustainable fuel and renewable energy industries." Please
revise to disclose the assumed discounted potential revenue and profitability from
XCF's New Rise Reno facility and any assumptions regarding the number of
additional sustainable fuel facilities that could be developed from XCF's modular
facility design. Please also disclose how you calculated the potential growth in
demand for sustainable fuels and the comparable companies that were considered,
including how they were selected and the valuation assigned to each. To the
extent this disclosure is provided elsewhere in the registration statement, please
include a cross-reference to such disclosure. Finally, we also note your disclosure on
page 137 that "onsite due diligence and management meetings facilitated Focus
Impact’s assessment of the aforementioned factors it considered in establishing a
transaction valuation for XCF and contributed to a refining of the transaction
valuation to a single-point within the range." Please expand your disclosure relating to
your onsite due diligence and management meetings and how they contributed to the
final valuation of $1,750,000,000.
9.We note your response to comment 18. Please revise this section to include a
discussion of negotiations relating to the material terms of the transaction. In
particular, 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.

November 26, 2024
Page 4
Certain Forecasted Information about XCF, page 149
10.We note your response to comment 21, including your disclosure on page 150 that
"[t]he inclusion of the financial projections in this joint proxy statement/prospectus
should not be regarded as an indication that XCF, Focus Impact nor their respective
representatives considered or consider the financial projections to be a reliable
prediction of future events, and reliance should not be placed on the financial
projections." Please remove the disclosure suggesting that investors should not rely on
disclosures included in your registration statement. Please also advise whether the
projections still reflect the views of XCF's management on its future performance as
of the most recent practicable date. Refer to Item 1609(c) of Regulation S-K. Finally,
please revise your financial projections on page 151 to address the following points:

•Please revise to provide a brief explanation of each line item included in the table;
and
•We note your disclosure that "[t]he projections considered what XCF
management believed to be reasonable expectations for the value and volume of
the Company’s renewable fuel production and the costs of operating, maintaining,
supplying and fulfilling the Company’s renewable fuel production." Please
disclose XCF management's expectations for each and discuss, either here or
elsewhere in the registration statement, XCF management's assumptions regarding
its future plans.
Reasonable Basis Review of XCF's Financial Projections and Underlying Assumptions, page
153
11.We note your response to comment 22, which we reissue. 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.
New Rise Renewables, page 255
12.We note your revised disclosure in response to prior comment 11. Please revise your
disclosure to disclose the material terms of your agreements with Encore
Management, including but not limited to, the termination provision, aggregate future
potential milestone payments to be paid, and the aggregate amounts paid to date under
each agreement (including any up-front fees), as applicable.
Financial Statements of New Rise Renewables, LLC and Subsidiary for the Years Ended
December 31, 2023 and 2022
Note 2. Summary of Significant Policies
Land, Machinery and Equipment, and Operation Plant, page F-9
We note your revised disclosure in response to comment 31 that land, machinery and
equipment, and operation plant were recognized at their historical cost as a transfer 13.

November 26, 2024
Page 5
between entities under common control on the date of contribution by Randy Soule
and that these assets were contributed to the Company on September 23, 2016. We
also note the prior disclosure that these assets were previously recognized at fair
market value at the date of contribution. Please revise your disclosure to identify the
contributed assets and quantify their historical cost on the date of transfer. In addition,
please clarify for us why there was not a change to the amounts recorded in the
financial statements related to the change in accounting from fair value to historical
cost.
Note 3. Construction in Progress, page F-47
14.We have reviewed your response to comment 32 regarding your determination of fair
value of the Wilson and Ft Myers biodiesel plants, and have the following additional
comments. Please:

•clarify why the cost approach is an appropriate methodology for determining fair
value of the biodiesel plant equipment when the biodiesel plants are being
converted to SAF facilities at a cost of $350 million per site over a a number of
years;
•clarify whether you will utilize the acquired assets in the SAF facilities;
•tell us when Good Steward Biofuels FL, LLC acquired the Fort Myers plant and
its purchase price, and when Southeast Renewables, LLC acquired the Wilson
plant and its purchase price;
•clarify the difference between your disclosure and your response as it relates to
anticipated construction costs: on pages 56 and 189 you disclose anticipated
construction costs of $350 million per site and the response sets forth construction
costs of $175 million per site;
•describe to us in further detail the specific information considered in adjusting the
replacement cost estimates and how this information was quantified into an
adjustment. In this regard, you set forth in your response the replacement cost
estimates were adjusted for the loss in value caused by factors such as physical
deterioration, functional obsolescence, and external obsolescence. Please provide
us the specific information related to these factors that was considered;
•clarify why the estimated market values as a percentage of replacement cost is
reasonable (i.e., 45% for the Wilson plant and 70% for the Fort Myers
plant) taking into account the age of the plant equipment at the time of
acquisition; and
•provide us a schedule that details the significant individual components of the
plant equipment estimated market value and the related details supporting the
individual market value.
General
15.We note your response to comment 3. Please revise your disclosure to provide the
factual support, material assumptions, and sources for your graphic of the SAF
Industry Evolution Estimates on page 197.

November 26, 2024
Page 6
            Please contact Julie Sherman at 202-551-3640 or Michael Fay at 202-551-3812 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.

CORRESP
1
filename1.htm

            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

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

CORRESP
1
filename1.htm

        Focus Impact BH3 NewCo, Inc.

        1345 Avenue of the Americas, 33rd Floor

        New York, NY 10105

          July 30, 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

                  Draft Registration Statement on Form S-4

                  Submitted April 29, 2024

                  CIK No. 0002019793

          Ladies and Gentlemen:

          This letter sets forth the responses of Focus Impact BH3 NewCo, Inc (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 May 28, 2024 with respect to the
            above-referenced Draft Registration Statement on Form S-4 (the “Draft 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 Draft Registration Statement in response to the Staff’s comments, and the Company is concurrently publicly
            filing a revised Registration Statement (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.

          Draft Registration Statement on Form S-4

          Cover Page

                    1.

                    Staff’s comment: We note your disclosure that pursuant to the business combination, (a) each share of Focus Impact’s Class A common stock outstanding immediately prior to
                      the effectiveness of the NewCo Merger will be converted into the right to receive one share of NewCo’s Class A common stock, (b) each share of Focus Impact’s Class B common stock outstanding immediately prior to the effectiveness of
                      the NewCo Merger will be converted into the right to receive one share of NewCo Class A Common Stock, and (c) each warrant of Focus Impact outstanding immediately prior to the effectiveness of the NewCo Merger will be converted into
                      the right to receive one warrant of NewCo. We also note that each share of common stock of XCF outstanding immediately prior to the effectiveness of the Company Merger will be converted into the right to receive shares of NewCo Class
                      A Common Stock. Please revise your cover page to disclose the total outstanding Focus Impact shares of Class A and Class B common stock and warrants and XCF shares of common stock as of a recently practicable date. Please also
                      disclose the number of NewCo Class A common stock and warrants that such shares would convert to as of a recently practicable date.

          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 discuss the terms of the PIPE financing, including whether your sponsor and/or affiliates intend to participate in the
                      financing.

          Response: The Company respectfully acknowledges the Staff’s comment and confirms that once a PIPE Financing is identified and definitive
            agreements with investors have been executed, the Company will include disclosure to discuss the terms of the PIPE Financing and whether our Sponsor and/or affiliates intend to participate in such PIPE Financing.

                    3.

                    Staff’s comment: Please revise the prospectus cover page to disclose the expected ownership percentages of the combined company of the Focus Impact public stockholders,
                      the Sponsor, the Anchor Investors, XCF stockholders, and PIPE Investors. To the extent applicable, disclose the total expected ownership of the Sponsor and its affiliates following the transaction inclusive of any investments the
                      Sponsor plans to make through the financing transactions, such as the PIPE investment. Please also revise your cover page to disclose the date by which you must complete the business combination or liquidate.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 2-5 of the Registration
            Statement.

                    4.

                    Staff’s comment: We note that the proxy statement / prospectus is asking Focus Impact stockholders to consider and vote on two proposals: the business combination proposal
                      and the adjournment proposal. Please advise why you are not seeking stockholder approval on NewCo’s Amended and Restated Certificate of Incorporation and Bylaws. Please also revise your cover page disclosure and your notice to
                      stockholders to prominently disclose that stockholders did not approve the charter and bylaws which will govern the post-business combination company.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and page 1 of the
            notice to stockholders in the Registration Statement to disclose that stockholders did not approve the NewCo Charter and NewCo Bylaws. The NewCo Charter and Bylaws will be approved by the stockholders of NewCo prior to the closing of the
            Business Combination.

            2

                    5.

                    Staff’s comment: We note your disclosure that your “former Sponsor, Sponsor, and directors and officers have agreed to vote any shares of Focus Impact Common Stock owned
                      by them in favor of the Business Combination, including their shares of Focus Impact Class B Common Stock and any Public Shares purchased”. Please revise your disclosure in your notice to stockholders to state whether any compensation
                      was paid to these parties in exchange for their entry in the Sponsor Letter Agreement.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 3 of the notice to
            stockholders in the Registration Statement.

          Market Industry and Data, page 4

                    6.

                    Staff’s comment: We note your statement that investors should not give “undue weight” on estimates and information from third-party sources included in the prospectus.
                      Please revise this statement to remove any implication that investors are not entitled to rely on disclosure in your registration statement.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 5 of the Registration
            Statement.

          Questions and Answers, page 5

                    7.

                    Staff’s comment: Please highlight the material risks to public warrant holders, including those arising from differences between private and public warrants. Clarify
                      whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants. Clearly explain the steps, if any, the company will take to notify all shareholders, including beneficial owners,
                      regarding when the warrants become eligible for redemption.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 15 and 16 of the Registration
            Statement.

                    8.

                    Staff’s comment: Please revise to disclose the effective underwriting fees to be paid to the underwriters of Crixus BH3’s IPO on a percentage basis for shares at each
                      redemption level presented in your sensitivity analysis related to dilution.

          Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the underwriters in the Company’s initial
            public offering have waived any right to receive deferred underwriting fees, and, therefore, the Company has not updated the tables in the Registration Statement to reflect the effective underwriting fee at different redemption levels.

            3

          Q. What are some of the positive and negative factors that Focus Impact’s board of directors considered when determining to enter ..., page 7

                    9.

                    Staff’s comment: We note your disclosure here and elsewhere in the registration statement relating to the total addressable market of SAF and the renewable fuel industry.
                      Please revise your disclosure to provide the factual support, material assumptions, and sources for each of the following statements:

                    •

                    “The aviation industry’s share of global energy-related carbon emissions has been growing faster than any other mode of transportation and has more than doubled between 1990 and 2020. According to some estimates, the global SAF
                      market is expected to reach approximately $20.0 billion in size by 2030. The number of flights operated on SAF and the volume of SAF forward purchases were estimated to be 500 and $2.5 billion, respectively, in 2016 and are expected
                      to grow to 1 million and $330 billion, respectively, by 2025” on page 7;

                    •

                    “Focus Impact management team anticipates that XCF’s near term expansion pipeline represents an opportunity to generate more than $300 million in EBITDA within 3 years” on page 8;

                    •

                    “Up to 80% lower emissions than traditional jet fuel” in the graphic on page 138;

                    •

                    “Specifically, the aviation industry, which accounted for 2% of global energy-related CO2 emissions in 2022, is making progress to reduce emissions” on page 138;

                    •

                    Disclosure relating to feedstock resources on page 144;

                    •

                    “In 2022, petroleum products accounted for approximately 90% of total U.S. transportation sector energy use. Biofuels contributed approximately 6%, most of which were blended with petroleum fuels (gasoline, diesel fuel, and jet
                      fuel). Gasoline, accounting for 52% of transportation energy use, is the dominant transportation fuel in the United States, followed by distillate fuels (mostly diesel fuel) at 23% and jet fuel at 12%” on page 146; and

                    •

                    Estimates relating to the SAF industry on page 148.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 8, 9, 134, 170, 171, 172,
            178, 180 and 181-182 of the Registration Statement.

                    10.

                    Staff’s comment: Please revise to expand your disclosure here and elsewhere in your prospectus regarding the due diligence, presentations, metrics and/or projections
                      examined by Focus Impact’s board of directors. In particular, we note your disclosure on page 8 that “[a]s noted in a presentation submitted by the Focus Impact management team to Focus Impact’s board of directors, the average
                      multiple of revenue and EBITDA projected for comparable companies in 2025 is 1.63x and 8.02x, respectively, whereas the multiple of revenue and EBITDA projected for XCF in 2025 at the implied transaction value is 3.48x and 6.77x,
                      respectively.” Please revise to discuss the material findings of this presentation and the underlying assumptions relied upon by the Focus Impact management team in calculating these metrics. Please also ensure that your disclosure
                      throughout the prospectus explains how, and to what extent, the board considered this and other materials in recommending that stockholders approve the business combination.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 9-10 and 135 of the
            Registration Statement.

            4

                    11.

                    Staff’s comment: Please balance your disclosure by discussing the variety of uncertainties, risks and other potentially negative factors relevant to the business
                      combination considered by Focus Impact’s board of directors and explain, where appropriate, how each factor was considered by the board in determining whether to approve the business combination.

          Response: The Company respectfully acknowledges the Staff’s comment and directs the Staff to the disclosure on pages 11-12 of the
            Registration Statement.

          Q: Do I have redemption rights?, page 11

                    12.

                    Staff’s comment: Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify
                      any material resulting risks.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 13 of the Registration
            Statement.

          Q. What shall be the relative equity stakes of the Public Stockholders and the XCF security holders in NewCo upon completion ..., page 14

                    13.

                    Staff’s comment: We note your disclosure in footnote (6) that the public stockholder shares of common stock under each redemption scenario exclude 11,500,000 BHAC
                      warrants as the warrants are not expected to be in the money at closing and includes 389,359 shares of common stock to be transferred by the sponsor to public shareholders pursuant to certain non-redemption agreements. Please revise
                      to provide additional detail regarding the transfer of the 389,359 shares of common stock. Please also revise the tabular disclosure to show the potential impact of redemptions on the per share value of shares owned by non-redeeming
                      stockholders at each redemption level.

          Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 17 through 19 of the
            Registration Statement.

          Q. What interests do the Sponsor and Focus Impact’s current officers and directors have in the Business Combination?, page 17

                    14.

                    Staff’s comment: We note your disclosure that “[b]ased on the difference in the purchase price of $0.004 that the Sponsor paid for the Sponsor Shares, as compared to the
                      purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of NewCo after the Closing falls below the price initially paid for the Units in the IPO and the Public
                      Stockholders experience a negative rate of return following the Closing”. Please revise to disclose the rate of return per share that the sponsor would earn as of a recently

United States securities and exchange commission logo
May 28, 2024
Carl Stanton
Chief Executive Officer
Focus Impact BH3 NewCo, Inc.
1345 Avenue of the Americas, 33rd Floor
New York, NY 10105
Re:Focus Impact BH3 NewCo, Inc.
Draft Registration Statement on Form S-4
Submitted April 29, 2024
CIK No. 0002019793
Dear Carl Stanton:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-4 Submitted April 29, 2024
Cover Page
1.We note your disclosure that pursuant to the business combination, (a) each share of
Focus Impact’s Class A common stock outstanding immediately prior to the effectiveness
of the NewCo Merger will be converted into the right to receive one share of NewCo’s
Class A common stock, (b) each share of Focus Impact’s Class B common stock
outstanding immediately prior to the effectiveness of the NewCo Merger will be
converted into the right to receive one share of NewCo Class A Common Stock, and (c)
each warrant of Focus Impact outstanding immediately prior to the effectiveness of the
NewCo Merger will be converted into the right to receive one warrant of NewCo. We also
note that each share of common stock of XCF outstanding immediately prior to the
effectiveness of the Company Merger will be converted into the right to receive shares of
NewCo Class A Common Stock. Please revise your cover page to disclose the total
outstanding Focus Impact shares of Class A and Class B common stock and warrants and

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact BH3 NewCo, Inc.
 May 28, 2024 Page 2
 FirstName LastName
Carl Stanton
Focus Impact BH3 NewCo, Inc.
May 28, 2024
Page 2
XCF shares of common stock as of a recently practicable date. Please also disclose the
number of NewCo Class A common stock and warrants that such shares would convert to
as of a recently practicable date.
2.Please revise your cover page to discuss the terms of the PIPE financing, including
whether your sponsor and/or affiliates intend to participate in the financing.
3.Please revise the prospectus cover page to disclose the expected ownership percentages of
the combined company of the Focus Impact public stockholders, the Sponsor, the Anchor
Investors, XCF stockholders, and PIPE Investors. To the extent applicable, disclose the
total expected ownership of the Sponsor and its affiliates following the transaction
inclusive of any investments the Sponsor plans to make through the financing
transactions, such as the PIPE investment. Please also revise your cover page to disclose
the date by which you must complete the business combination or liquidate.
4.We note that the proxy statement / prospectus is asking Focus Impact stockholders to
consider and vote on two proposals: the business combination proposal and the
adjournment proposal. Please advise why you are not seeking stockholder approval on
NewCo's Amended and Restated Certificate of Incorporation and Bylaws. Please also
revise your cover page disclosure and your notice to stockholders to prominently disclose
that stockholders did not approve the charter and bylaws which will govern the post-
business combination company.
5.We note your disclosure that your "former Sponsor, Sponsor, and directors and officers
have agreed to vote any shares of Focus Impact Common Stock owned by them in favor
of the Business Combination, including their shares of Focus Impact Class B Common
Stock and any Public Shares purchased". Please revise your disclosure in your notice to
stockholders to state whether any compensation was paid to these parties in exchange for
their entry in the Sponsor Letter Agreement.
Market Industry and Data, page 4
6.We note your statement that investors should not give “undue weight" on estimates and
information from third-party sources included in the prospectus. Please revise this
statement to remove any implication that investors are not entitled to rely on disclosure in
your registration statement.
Questions and Answers, page 5
7.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact BH3 NewCo, Inc.
 May 28, 2024 Page 3
 FirstName LastName
Carl Stanton
Focus Impact BH3 NewCo, Inc.
May 28, 2024
Page 3
8.Please revise to disclose the effective underwriting fees to be paid to the underwriters of
Crixus BH3's IPO on a percentage basis for shares at each redemption level presented in
your sensitivity analysis related to dilution.
Q. What are some of the positive and negative factors that Focus Impact's board of directors
considered when determining to enter ..., page 7
9.We note your disclosure here and elsewhere in the registration statement relating to the
total addressable market of SAF and the renewable fuel industry. Please revise your
disclosure to provide the factual support, material assumptions, and sources for each of the
following statements:

•"The aviation industry’s share of global energy-related carbon emissions has been
growing faster than any other mode of transportation and has more than doubled
between 1990 and 2020. According to some estimates, the global SAF market is
expected to reach approximately $20.0 billion in size by 2030. The number of flights
operated on SAF and the volume of SAF forward purchases were estimated to be 500
and $2.5 billion, respectively, in 2016 and are expected to grow to 1 million and
$330 billion, respectively, by 2025" on page 7;
•"Focus Impact management team anticipates that XCF’s near term expansion pipeline
represents an opportunity to generate more than $300 million in EBITDA within
3 years" on page 8;
•"Up to 80% lower emissions than traditional jet fuel" in the graphic on page 138;
•"Specifically, the aviation industry, which accounted for 2% of global energy-related
CO2 emissions in 2022, is making progress to reduce emissions" on page 138;
•Disclosure relating to feedstock resources on page 144;
•"In 2022, petroleum products accounted for approximately 90% of total U.S.
transportation sector energy use. Biofuels contributed approximately 6%, most of
which were blended with petroleum fuels (gasoline, diesel fuel, and jet fuel).
Gasoline, accounting for 52% of transportation energy use, is the dominant
transportation fuel in the United States, followed by distillate fuels (mostly diesel
fuel) at 23% and jet fuel at 12%" on page 146; and
•Estimates relating to the SAF industry on page 148.
10.Please revise to expand your disclosure here and elsewhere in your prospectus regarding
the due diligence, presentations, metrics and/or projections examined by Focus Impact's
board of directors. In particular, we note your disclosure on page 8 that "[a]s noted in a
presentation submitted by the Focus Impact management team to Focus Impact’s board of
directors, the average multiple of revenue and EBITDA projected for comparable
companies in 2025 is 1.63x and 8.02x, respectively, whereas the multiple of revenue and
EBITDA projected for XCF in 2025 at the implied transaction value is 3.48x and 6.77x,
respectively." Please revise to discuss the material findings of this presentation and the
underlying assumptions relied upon by the Focus Impact management team in calculating
these metrics. Please also ensure that your disclosure throughout the prospectus explains

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact BH3 NewCo, Inc.
 May 28, 2024 Page 4
 FirstName LastNameCarl Stanton
Focus Impact BH3 NewCo, Inc.
May 28, 2024
Page 4
how, and to what extent, the board considered this and other materials in recommending
that stockholders approve the business combination.
11.Please balance your disclosure by discussing the variety of uncertainties, risks and other
potentially negative factors relevant to the business combination considered by Focus
Impact's board of directors and explain, where appropriate, how each factor was
considered by the board in determining whether to approve the business combination.
Q: Do I have redemption rights?, page 11
12.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
Q. What shall be the relative equity stakes of the Public Stockholders and the XCF security
holders in NewCo upon completion ..., page 14
13.We note your disclosure in footnote (6) that the public stockholder shares of common
stock under each redemption scenario exclude 11,500,000 BHAC warrants as the warrants
are not expected to be in the money at closing and includes 389,359 shares of common
stock to be transferred by the sponsor to public shareholders pursuant to certain non-
redemption agreements. Please revise to provide additional detail regarding the transfer of
the 389,359 shares of common stock. Please also revise the tabular disclosure to show the
potential impact of redemptions on the per share value of shares owned by non-redeeming
stockholders at each redemption level.
Q. What interests do the Sponsor and Focus Impact's current officers and directors have in the
Business Combination?, page 17
14.We note your disclosure that "[b]ased on the difference in the purchase price of $0.004
that the Sponsor paid for the Sponsor Shares, as compared to the purchase price of $10.00
per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share
price of NewCo after the Closing falls below the price initially paid for the Units in the
IPO and the Public Stockholders experience a negative rate of return following the
Closing". Please revise to disclose the rate of return per share that the sponsor would earn
as of a recently practicable date.
15.Please revise your disclosure to discuss the specific number of Sponsor Shares held by
Ms. Simms and Mr. Carter. Please also revise to discuss 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.
16.We note your disclosure on page 214 that NewCo’s Charter waives the corporate
opportunities doctrine. Please address this potential conflict of interest and whether it

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact BH3 NewCo, Inc.
 May 28, 2024 Page 5
 FirstName LastNameCarl Stanton
Focus Impact BH3 NewCo, Inc.
May 28, 2024
Page 5
impacted your search for an acquisition target.
Summary of the Proxy Statement / Prospectus, page 21
17.Please revise to expand your description of the target, XCF Global Capital, Inc., and
include a discussion of its acquisition, New Rise, and the types of products the companies
provide and how they will generate revenue. Please also balance your disclosure to
include equally prominent disclosure of the limitations and challenges you face in
implementing your business strategy and gaining market acceptance. As examples only,
we note your disclosure on page 148 that SAF makes up only around 0.1% of the fuel
currently in use, that SAF prices have historically been higher than convention jet fuel due
to production costs, that you have not produced any SAF fuel to date and your Fort Myers,
FL and Wilson, NC facilities currently remain non-operational.
18.Please clarify the meaning of scientific or technical terms the first time they are used in
order to ensure that lay readers will understand the disclosure. By way of example only,
please briefly explain what you mean by terms such as SAF, cellulosic,
hydrodeoxygenation, non-feed feedstock, and biomass.
Organizational Structure, page 28
19.Please revise your ownership structure diagram prior to the business combination to
include the ownership percentages of the sponsor and public stockholders in Focus
Impact.
Risk Factors
Our existing New Rise Reno production facility is in the process of being converted to produce
SAF and we currently plan to construct ..., page 34
20.Please expand your disclosure here and elsewhere in the prospectus relating to the
expected timeline for the conversion and completion of renewable biodiesel facilities
into SAF production facilities for your four sites. We refer to your disclosure on page 139
that you expect New Rise Reno 2 to "come online around 2026" and for the recently
acquired Fort Myers and Wilson facilities to begin producing SAF in 2028.
Our financial results are largely affected by the relationship, or margin, between the prices at
which we sell SAF and the prices of ..., page 35
21.We note your disclosure relating to your agreement "with a third party to supply all of
[y]our non-food feedstocks for [y]our New Rise Reno facility." You also disclose on page
140 that you have a "long-term agreement with a Fortune 50 company" for the supply of
all your non-food feedstock for your New Rise Reno and the offtake of renewable fuels
from New Rise Reno. Please revise to address the following:

•Please revise to disclose when you entered into the supply and offtake agreement,
identify the parties to this agreement, briefly describe the material terms of this

 FirstName LastNameCarl Stanton
 Comapany NameFocus Impact BH3 NewCo, Inc.
 May 28, 2024 Page 6
 FirstName LastName
Carl Stanton
Focus Impact BH3 NewCo, Inc.
May 28, 2024
Page 6
agreement, and file the agreement as an exhibit to this registration statement pursuant
to Item 601(b)(10) of Regulation S-K;
•Please also revise your risk factor disclosure to discuss the sources of your non-food
feedstocks;

•With respect to your offtake agreement, we note your disclosure on page 38 that the
"counterparty has the right, but not the obligation, to purchase all of [y]our SAF
production from [y]our existing New Rise Reno facility." Please revise your
disclosures to specify the percentage of your feedstock that is currently purchased by
this third party and whether there are any other suppliers or purchasers with which
you have contracted with. To the extent that you only have one supplier and
purchaser, please revise your disclosures to more prominently highlight this
concentration risk to investors; and
•We note your disclosure on page 141 relating to your intentions that all of your
facilities will have offtake agreements in place before the start of production and that
management is currently engaged in discussions with or has submitted proposals to
multiple partners. Please expand your disclosure relating to the status of these
negotations and confirm that you will update your registration statement once you
enter into any offtake agreements with your potential partners and file such
agreements as exhibits to the registration statement pursuant to Item 601(b)(10) of
Regulation S-K.
The price of our SAF product relative to the price of petroleum-based conventional jet aviation
fuel may affect our revenues ..., page 36
22.We note your disclosure that "[y]our revenue and profitability forecasts include, among
other