# XCF Global, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [XCF Global, Inc.](/companies/safx.md) (CIK 2019793)
- Form: 10-Q
- Filed: 2025-05-29
- Accepted by EDGAR: May 29, 2025, 16:58 ET
- Period: 2025-03-31
- Accession: 0001140361-25-020784
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/2019793/000114036125020784/ef20049797_10Q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/2019793/000114036125020784/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | −$16.1k | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | −$6.1k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | −$61.00 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | −$61.00 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 100 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $0 | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2025-03-31 | $0 | us-gaap:Cash |
| Current assets | at 2025-03-31 | $0 | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $0 | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $1.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $1.3m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-03-31 | −$1.3m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 8,456 characters.

**Management’s Discussion and Analysis of Financial Condition and Results of Operations.**

*References to the “Company,” “us,” “our” or “we” refer to Focus Impact BH3 NewCo, Inc. (“NewCo”). The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.*

### Cautionary Note Regarding Forward-Looking Statements

*This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.*

### Overview

NewCo is a wholly-owned subsidiary of Focus Impact BH3 Acquisition Company (“FI BH3”) formed for the purpose of consummating a business combination.

NewCo was incorporated in Delaware on March 6, 2024. Focus Impact BH3 Merger Sub 1, LLC (“Merger Sub 1”) was incorporated on March 6, 2024 as a wholly-owned subsidiary of NewCo. Focus Impact BH3 Merger Sub 2, Inc. (“Merger Sub 2”) was incorporated on March 6, 2024 as a wholly-owned subsidiary of NewCo.

### Recent Developments

On March 11, 2024, NewCo entered into a business combination agreement (the “Business Combination Agreement”) with FI BH3, Merger Sub 1, Merger Sub 2, and XCF Global Capital, Inc., a Nevada corporation (“XCF”). Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the business combination will be effected in two steps: (a) FI BH3 will merge with and into Merger Sub 1 (the “NewCo Merger”), with Merger Sub 1 being the surviving entity of the NewCo Merger as a wholly owned subsidiary of NewCo; and (b) immediately following the NewCo Merger, Merger Sub 2 will merge with and into XCF (the “Company Merger” and, together with the NewCo Merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with XCF being the surviving corporation of the Company Merger as a wholly owned subsidiary of NewCo. As a result of the Business Combination, NewCo will become a new publicly-traded company.

### Results of Operations

Our entire activity from inception was in preparation for the consummation of a business combination.

For the three months ended March 31, 2025, we had a net loss of $6,100 which consisted of $16,100 in operating and formation costs partially offset by a change in fair value of 2024 Non-redemption Agreement of $10,000.

For the period from March 6, 2024 (inception) through March 31, 2025, we had a net loss of $2,953 which consisted of $2,953 in operating and formation costs.

### Liquidity and Capital Resources

#### Sources of Liquidity

We have no operations and no cash and rely solely on our parent company to pay our operating expenses. We have determined that we will not be able to sustain operations for the next twelve months without additional financing. As of March 31, 2025, we had no cash in our operating bank account available for working capital needs and a working capital deficit of $9,597,976.

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that its inability to satisfy its working capital obligations for the next twelve months raises substantial doubt about the Company’s ability to continue as a going concern. Our parent company, FI BH3, has until October 7, 2025 (as extended by the board of directors), to consummate an initial business combination, which would provide the Company with the ability to satisfy its working capital obligations. However, it is uncertain that we will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, and FI BH3’s Termination Date is not extended beyond October 7, 2025, there will be a mandatory liquidation of FI BH3, as well as our Company, and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 7, 2025.

To alleviate the Company’s assessment of going concern, on March 11, 2024, we entered into a proposed Business Combination Agreement with XCF.

### Contractual Obligations

#### None

### Critical Accounting Estimates

#### 2024 Non-Redemption Agreements

The 2024 Non-Redemption Agreements is reported at fair value using a likelihood-weighted scenario analysis model. The model uses significant judgment and estimates as inputs in the model. Deviations from the estimated fair value of the 2024 Non-Redemption Agreements could result in a significant difference to our financial results.

### Recent Accounting Pronouncements

Our management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a material effect on our consolidated condensed financial statements.

### Off-Balance Sheet Arrangements

As of March 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

### JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

## Market risk

As filed, 225 characters.

### Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

## Controls and procedures

As filed, 2,625 characters.

### Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principle executive officer and principle financial officer, to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our principle executive officer and principle financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. Based upon their evaluation, our principle executive officer and principle financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 650 characters.

### Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our prospectus filed pursuant to Rule 242(b)(3) with the SEC on February 6, 2025 (the “Prospectus”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Prospectus.

Filed May 29, 2025.
Source: SEC EDGAR, the filing index for accession 0001140361-25-020784. Last ingested by Listed: Nov 3, 2026, 21:15 ET. No prices; not investment advice.