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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 001-40868 | 86-2249068 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation or organization) | File Number) | Identification Number) |
819 NE 2nd Avenue, Suite 500 | ||
Fort Lauderdale, Florida | 33304 | |
(Address of principal executive offices) | (Zip Code) |
Title of Each Class: | Trading Symbol: | Name of Each Exchange on Which Registered: | ||
Units, each consisting of one share of Class A common stock and one-half of one Redeemable Warrant | BHACU | The Nasdaq Stock Market LLC | ||
Class A common stock, par value $0.0001 per share | BHAC | The Nasdaq Stock Market LLC | ||
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | BHACW | The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Table of Contents
CRIXUS BH3 ACQUISITION COMPANY
Quarterly Report on Form
10-Q
Table of Contents
Table of Contents
March 31, 2023 (unaudited) | December 31, 2022 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 84,618 | $ | 13,715 | ||||
Total current assets | 84,618 | 13,715 | ||||||
Cash and marketable securities held-to-maturity | 51,848,572 | 51,340,014 | ||||||
Total assets | $ | 51,933,190 | $ | 51,353,729 | | |||
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 25,815 | $ | — | ||||
Income taxes payable | 86,230 | 86,230 | ||||||
Deferred tax liability | 37,043 | — | ||||||
Derivative warrant liability | 2,327,000 | 2,122,940 | ||||||
Convertible promissory note – related party, at fair value | 306,367 | 300,000 | ||||||
Total current liabilities | 2,782,455 | 2,509,170 | ||||||
Deferred underwriting fee payable | 8,050,000 | 8,050,000 | ||||||
Total liabilities | 10,832,455 | 10,559,170 | ||||||
Commitments and contingencies (Note 7) | ||||||||
Temporary equity | ||||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 5,012,592 shares issued and outstanding at approximately $10.32 and $10.00 redemption value at March 31, 2023 and December 31, 2022 | 51,748,572 | 50,125,920 | ||||||
Stockholders’ deficit | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding | — | — | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at March 31, 2023 and December 31, 2022 | 575 | 575 | ||||||
Accumulated deficit | (10,648,412 | ) | (9,331,936 | ) | ||||
Total stockholders’ deficit | (10,647,837 | ) | (9,331,361 | ) | ||||
Total liabilities, temporary equity and stockholders’ deficit | $ | 51,933,190 | $ | 51,353,729 | ||||
For the three months ended March 31, | ||||||||
2023 | 2022 | |||||||
Formation and operating costs | $ | (425,686 | ) | $ | (457,081 | ) | ||
Loss from operations | (425,686 | ) | (457,081 | ) | ||||
Other income (expense): | ||||||||
Interest income | 571,841 | 34,847 | ||||||
Change in fair value of derivative warrant liabilities | (204,060 | ) | 778,030 | |||||
Change in fair value of convertible promissory note | 173,700 | — | ||||||
Total other income | 541,481 | 812,877 | ||||||
Income before provision for income taxes | 115,795 | 355,796 | ||||||
Provision for income taxes | (37,043 | ) | — | |||||
Net income | $ | 78,752 | $ | 355,796 | ||||
Weighted average shares outstanding, Class A Common Stock subject to possible redemption | 5,012,592 | 23,000,000 | ||||||
Basic and diluted net income per share, Class A Common Stock subject to possible redemption | $ | 0.18 | $ | 0.01 | ||||
Weighted average shares outstanding, Class B Common Stock | 5,750,000 | 5,750,000 | ||||||
Basic and diluted net income per share, Class B Common Stock | $ | (0.14) | $ | 0.01 | ||||
Preferred Stock | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Deficit | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||
Balance as of December 31, 2021 | — | $ | — | — | $ | — | 5,750,000 | $ | 575 | $ | — | $ | (13,027,822 | ) | $ | (13,027,247 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | — | — | 355,796 | 355,796 | |||||||||||||||||||||||||||
Balance as of March 31, 2022 | — | $ | — | — | $ | — | 5,750,000 | $ | 575 | $ | — | $ | (12,672,026 | ) | $ | (12,671,451 | ) | |||||||||||||||||||
Preferred Stock | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Deficit | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||
Balance as of December 31, 2022 | — | $ | — | — | $ | — | 5,750,000 | $ | 575 | $ | — | $ | (9,331,936 | ) | $ | (9,331,361 | ) | |||||||||||||||||||
Accretion of Class A ordinary shares to redemption value | — | — | — | — | — | — | — | (1,622,652 | ) | (1,622,652 | ) | |||||||||||||||||||||||||
Deemed contribution by Sponsor | — | — | — | — | — | — | — | 227,424 | 227,424 | |||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 78,752 | 78,752 | |||||||||||||||||||||||||||
Balance as of March 31, 2023 | — | $ | — | — | $ | — | 5,750,000 | $ | 575 | $ | — | $ | (10,648,412 | ) | $ | (10,647,837 | ) | |||||||||||||||||||
For the three months ended March 31, | ||||||||
2023 | 2022 | |||||||
Cash flows from operating activities | ||||||||
Net income | $ | 78,752 | $ | 355,796 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Interest income | (571,795 | ) | (34,847 | ) | ||||
Deferred tax expense | 37,043 | — | ||||||
Change in fair value of derivative warrant liability | 204,060 | (778,030 | ) | |||||
Change in fair value of convertible promissory note | (173,700 | ) | — | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | — | 181,394 | ||||||
Accounts payable and accrued expenses | 25,815 | (5,000 | ) | |||||
Net cash used in operating activities | (399,825 | ) | (280,687 | ) | ||||
Cash flows from investing activity | ||||||||
Transfer of marketable securities held-to-maturity | 63,237 | — | ||||||
Net cash provided by investing activity | 63,237 | — | ||||||
Cash flows from financing activities | ||||||||
Proceeds from convertible promissory note | 707,491 | — | ||||||
Payment of convertible promissory note | (300,000 | ) | — | |||||
Net cash provided by financing activities | 407,491 | — | ||||||
Net change in cash | 70,903 | (280,687 | ) | |||||
Cash at beginning of period | 13,715 | 1,131,162 | ||||||
Cash at end of period | $ | 84,618 | $ | 850,475 | ||||
March 31, 2023 | ||||||||||||||||
Held-to-maturity | Amortized cost basis | Gross unrecognized holding gains | Gross unrecognized holding losses | Fair value (level 2) | ||||||||||||
U.S. Treasury securities | $ | 51,848,572 | $ | 8,050 | $ | — | $ | 51,856,622 | ||||||||
December 31, 2022 | ||||||||||||||||
Held-to-maturity | Amortized cost basis | Gross unrecognized holding gains | Gross unrecognized holding losses | Fair value (level 2) | ||||||||||||
U.S. Treasury securities | $ | 51,340,014 | $ | — | $ | (3,293 | ) | $ | 51,336,721 | |||||||
For the three months ended March 31, | ||||||||
2023 | 2022 | |||||||
Net income, as reported | $ | 78,752 | $ | 355,796 | ||||
Reconciliation items: | ||||||||
Deemed dividend to Class A stockholders | (1,622,652 | ) | — | |||||
Allocation of net income, as adjusted | $ | (1,543,900 | ) | $ | 355,796 | |||
For the three months ended March 31, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per share | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income attributable to common stockholders, as adjusted | $ | 903,174 | $ | (824,422 | ) | $ | 284,637 | $ | 71,159 | |||||||
Denominator: | ||||||||||||||||
Weighted average common stock outstanding, basic and diluted | 5,012,592 | 5,750,000 | 23,000,000 | 5,750,000 | ||||||||||||
Basic and diluted income per share of common stock | 0.18 | $ | (0.14 | ) | $ | 0.01 | $ | 0.01 | ||||||||
• | prior to the Company’s initial Business Combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of the founder shares may remove a member of the board of directors for any reason; |
• | the founder shares are subject to certain transfer restrictions, as described in more detail below; |
• | each of the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive (i) their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of the initial Business Combination; (ii) their redemption rights with respect to their founder shares and any public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of its obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not completed an initial Business Combination on or before the New Termination Date or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; and (iii) their rights to liquidating distributions from the trust account with respect to any founder shares held by them if the Company does not complete the initial Business Combination on or before the New Termination Date, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company does not complete the initial Business Combination within the prescribed time frame. If the Company submits the initial Business Combination to its public stockholders for a vote, the Sponsor, officers and directors have agreed to vote their founder shares and any public shares they may acquire during or after the Initial Public Offering, in favor of the initial Business Combination, and each of the anchor investors has agreed to vote its founder shares (subject to the right to abstain from voting) in favor of the initial Business Combination. |
• | the founder shares are shares of Class B common stock that will automatically convert into shares of the Company’s Class A common stock on the first business day following the completion of the initial Business Combination; |
• | the anchor investors will not be entitled to (i) redemption rights with respect to any founder shares held by them in connection with the completion of the initial Business Combination; (ii) redemption rights with respect to any founder shares held by them in connection with a stockholder vote to amend the Company’s amended and restated certification of incorporation in a manner that would affect the substance or timing of its obligation to redeem 100% of our public shares if the Company has not consummated an initial business combination by the New Termination Date or; (iii) rights to liquidating distributions from the trust account with respect to any founder shares held by them if the Company fails to complete its initial Business Combination by the New Termination Date (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame); and |
• | the founder shares are entitled to registration rights. |
Gross proceeds received from Initial Public Offering | $ | 230,000,000 | ||
Less: | ||||
Offering costs allocated to Public Shares | (25,455,164 | ) | ||
Plus: | ||||
Accretion on common stock to redemption value | 25,455,164 | |||
Class A Shares subject to possible redemption as of December 31, 2021 | 230,000,000 | |||
Redemption of Class A Shares | (183,844,056 | ) | ||
Increase in redemption value | 3,969,976 | |||
Class A Shares subject to possible redemption as of December 31, 2022 | 50,125,920 | |||
Increase in redemption value | 1,622,652 | |||
Class A Shares subject to possible redemption as of March 31, 2023 | $ | 51,748,572 | ||
• | in whole and not in part; |
• | at a price of $0.01 per Warrant Security; |
• | upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and |
• | if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant Securities’ holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). |
• | in whole and not in part; |
• | at $0.10 per Warrant Security upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A common stock; |
• | if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity- linked securities), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Level | March 31, 2023 | December 31, 2022 | ||||||||||
Assets: | ||||||||||||
Cash | 1 | $ | 84,618 | $ | 13,715 | |||||||
Liabilities: | ||||||||||||
Public Warrants (1,2) | 1 | $ | 1,495,000 | $ | 1,363,900 | |||||||
Private Placement Warrants (1) | 3 | $ | 832,000 | $ | 759,040 | |||||||
Convertible Promissory Notes | 3 | $ | 306,367 | $ | 300,000 |
(1) | The Warrants are accounted for as liabilities in accordance with Subtopic 815-40 and are presented within warrant liabilities on the unaudited condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed statements of operations. |
(2) | Shares of Class A common stock and warrants comprising the units began separate trading on the Nasdaq under the symbols “BHAC” and “BHACW,” respectively on November 26, 2021. Consequently, Public Warrants have been re-classified from Level 3 to Level 1 to reflect those observable inputs for identical instruments in active markets now exists. |
Private Placement | Public Warrants | Warrant Liabilities | ||||||||||
Initial measurement on October 7, 2021 | $ | 8,640,000 | $ | 14,720,000 | $ | 23,360,000 | ||||||
Change in fair value | (5,425,077 | ) | (8,975,750 | ) | (14,400,827 | ) | ||||||
Fair value as of December 31, 2021 | 3,214,923 | 5,744,250 | 8,959,173 | |||||||||
Change in fair value | (2,455,883 | ) | (4,380,350 | ) | (6,836,233 | ) | ||||||
Fair value as of December 31, 2022 | 759,040 | 1,363,900 | 2,122,940 | |||||||||
Change in fair value | 72,960 | 131,100 | 204,060 | |||||||||
Fair value as of March 31, 2023 | $ | 832,000 | $ | 1,495,000 | $ | 2,327,000 | ||||||
Input | Input Values as of March 31, 2023 | |||
Private Warrant Value per Share | $ | 0.13 | ||
Probability of successful business combination | 20.0 | % | ||
Value per conversion warrant in business combination scenario | $ | 0.65 | ||
Conversion price per warrant | $ | 1.50 |
Fair value as of December 31, 2022 | $ | 300,000 | ||
Proceeds received through Convertible Promissory Note | 707,491 | |||
Payments on Convertible Promissory Note | (300,000 | ) | ||
Deemed Contribution by Sponsor | (227,424 | ) | ||
Change in fair value | (173,700 | ) | ||
Fair value as of March 31, 2023 | $ | 306,367 | ||
Table of Contents
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
References to the “Company,” “us,” “our” or “we” refer Crixus BH3 Acquisition Company. 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
We are a newly organized blank check company incorporated on February 23, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We were initially incorporated under the name BH3 Acquisition Corp. and subsequently changed our name to Crixus BH3 Acquisition Company on July 21, 2021. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.
Our units began trading on October 5, 2021 on the Nasdaq Global Market (the “Nasdaq”) under the symbol “BHACU.” Commencing on November 26, 2021, the shares of Class A common stock and warrants comprising the units began separate trading on the Nasdaq under the symbols “BHAC” and “BHACW,” respectively. Those units not separated continue to trade on the Nasdaq under the symbol “BHACU.”
Transaction costs of the initial public offering amounted to approximately $22,407,000, consisting of $12,650,000 of underwriters’ fees and discounts, $9,276,000 for the excess fair value of founder shares attributable to the anchor investors, and $481,000 of other offering costs. In addition, the underwriters agreed to defer $8,050,000 in underwriting discounts and commissions.
Our management has broad discretion with respect to the specific application of the net proceeds of the initial public offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination.
On December 7, 2022 (following approval by our stockholders at the special meeting), we effected the charter amendment and the trust amendment, the effect of which was to change our termination date from April 7, 2023 to the new termination date (August 7, 2023, unless further extended in accordance with our amended and restated certificate of incorporation by our sponsor (or its affiliates or designees) providing to us the requisite notice and the deposit amount). In connection with the charter amendment, 17,987,408 public shares were tendered for redemption. After giving effect to the early redemptions, we had approximately $51.2 million remaining in the trust account.
If we are unable to consummate an initial business combination on or before the new termination date, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve and liquidate. We expect the pro rata redemption price to be approximately $10.24 per share of common stock if we don’t extend the period of time to consummate a business combination, and an additional $0.035 per share of common stock for each month thereafter if we extend the period of time to consummate a business combination (in each case, regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders.
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Results of Operations
Our entire activity from inception up to October 7, 2021 was in preparation for our initial public offering and, since the consummation of our initial public offering, the search for a prospective target business. We will not generate any operating revenues until the closing and completion of our initial Business Combination, at the earliest.
For the three months ended March 31, 2023, we had net income of approximately $0.3 million, which consisted of interest income of $0.6 million and gain of $0.4 million from change in fair valuation of convertible promissory note, offset by $0.4 million in general and administrative expenses and loss of $0.2 million from change in fair valuation of derivative warrant liabilities.
For the three months ended March 31, 2022, we had net income of approximately $0.4 million, which consisted of interest income of $34,847 and gain of $0.8 million from change in fair valuation of derivative warrant liabilities, offset by $0.5 million in general and administrative expenses.
Liquidity and Capital Resources
Sources of Liquidity
Our liquidity needs from the period of February 23, 2021 (date of inception) through October 7, 2021 (date of the initial public offering) had been satisfied through the cash receipt of $25,000 from our initial stockholders to purchase the Founder Shares, and a loan of $300,000 pursuant to a note issued to our Sponsor (the “Note”). The Note balance was paid in full as of the date of the initial public offering. Subsequent to the consummation of the initial public offering, our liquidity needs have been satisfied with the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a business combination, our Sponsor or its affiliates may, but are not obligated to, continue providing us with working capital loans (“Working Capital Loans”). As of March 31, 2023, Working Capital Loans outstanding amounted to $0.3 million.
As of March 31, 2023, the Company had approximately $85,000 in cash outside of the trust account available for working capital needs and $51.8 million of cash and investment in liquid securities held in trust, which is not available for working capital needs.
Based on the foregoing, our management believes that we will not be able to sustain operations for the next twelve months without additional financing. These conditions raise a substantial doubt about our ability to continue as a going concern for the next twelve months from the issuance of these unaudited condensed financial statements. Based on our plan and ability to request working capital loans of up to $1.5 million from our sponsor (see Note 4), we believe that we have alleviated the substantial doubt about our ability to continue as a going concern, and we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Our management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine geopolitical conflict and has concluded that the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Founder Shares
In March 2021, our initial stockholders purchased 5,750,000 shares of our Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000 (1,450,758 of which were subsequently sold to our anchor investors at cost). Our Sponsor agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The underwriters exercised their over-allotment option in full on October 7, 2021. As a result, these shares were no longer subject to forfeiture.
Holders of our Founder Shares (including the anchor investors) have agreed not to transfer, assign or sell any of their founder shares and any shares of our Class A common stock issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination; and (ii) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except to certain permitted transferees). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares (except that our anchor investors will be permitted to abstain from voting founder shares).
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Private Placement Warrants
Simultaneously with the closing of the initial public offering, on October 7, 2021, we consummated the Private Placement of 6,400,000 Private Placement Warrants in the aggregate at a price of $1.50 per Private Placement Warrant to our Sponsor, generating proceeds of $9,600,000.
Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to our Sponsor was added to the proceeds from the initial public offering held in the Trust Account. If we do not complete a Business Combination by the new termination date, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by our Sponsor or permitted transferees.
The Sponsor and our officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Related Party Loans
On March 12, 2021, the Sponsor and the Company executed an unsecured promissory note pursuant to which the Company had the ability to borrow up to $300,000 in the aggregate to cover expenses in connection with the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The Company borrowed $145,000 under the Promissory Note and the full amount was repaid on October 7, 2021. No subsequent draws were made against the Promissory Note following repayment on October 7, 2021 and the outstanding balance remained at $0 as of December 31, 2021.
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. During the three months ended March 31, 2023, a total of $0.7 million was drawn by the Company and $0.3 million was paid. For the three months ended March 31, 2023, the Company recorded $0.4 million gain on change in fair value of convertible promissory note. The unsecured convertible promissory note has an outstanding balance of $0.3 million as of March 31, 2023 and December 31, 2022.
The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or their affiliates.
Contractual Obligations
Registration Rights
The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.
However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and (ii) in the case of the private placement warrants and the respective shares of our Class A common stock underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
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Except as described in this Quarterly Report, the holders of the founder shares (including the anchor investors) have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (a) one year after the completion of our initial business combination, or (b) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares. We refer to such transfer restrictions throughout this Quarterly Report as the lock-up.
In addition, pursuant to the registration rights agreement, our sponsor, upon completion of an initial business combination, will be entitled to nominate up to three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration rights agreement.
Underwriting Agreement
The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, paid upon the closing of the initial public offering and Over-Allotment. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Derivative Warrant Liabilities
The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity,” and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815-40, the Warrant Securities are recorded as derivative liabilities on the unaudited condensed balance sheets and measured at fair value at issuance and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the unaudited condensed statements of operations in the period of change.
Investments Held in the Trust Account
Our portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in market fair value of these securities is included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, 5,012,592 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the accompanying unaudited condensed balance sheets, respectively.
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Net Income (Loss) Per Common Share
We had two classes of shares outstanding, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Basic net income (loss) per share of common stock is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net income (loss) per share calculation the warrants to purchase common stock are considered to be potentially dilutive securities pursuant to the treasury stock method. In order to determine the net income (loss) attributable to both the Class A common stock and Class B common stock, we first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any changes to the redemption value of the Class A common stock is treated as a deemed dividend for the purposes of the numerator in the earnings per share calculation, as the redemption value approximates fair value. Subsequent to calculating the total income (loss) allocable to both sets of shares, we calculate the amount to be allocated pro rata between Class A common stock and Class B common stock for each of the periods presented.
The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):
For the three months ended March 31, | ||||||||
2023 | 2022 | |||||||
Net income, as reported | $ | 78,752 | $ | 355,796 | ||||
Reconciliation items: | ||||||||
Deemed dividend to Class A stockholders | (1,622,652 | ) | — | |||||
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Allocation of net income, as adjusted | $ | (1,543,900 | ) | $ | 355,796 | |||
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Basic and diluted net income per share | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income attributable to common stockholders, as adjusted | $ | 903,174 | $ | (824,422 | ) | $ | 284,637 | $ | 71,159 | |||||||
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Weighted average common stock outstanding, basic and diluted | 5,012,592 | 5,750,000 | 23,000,000 | 5,750,000 | ||||||||||||
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Basic and diluted income per share of common stock | $ | 0.18 | $ | (0.14 | ) | $ | 0.01 | $ | 0.01 | |||||||
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For the three months ended March 31, 2023 and 2022, warrants to purchase 17,900,000 shares of Class A common stock were excluded from the computation of diluted net income (loss) per share of common stock for the periods presented as the exercise price is greater than the average market price (out of the money) and their inclusion would be anti-dilutive under the treasury stock method. As a result, basic and diluted income (loss) per share is the same for the periods presented.
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 unaudited condensed financial statements.
Off-Balance Sheet Arrangements
As of March 31, 2023, 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.
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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.
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Item 3. 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.
Item 4. 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 Co-Chief Executive Officers, to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our
Co-Chief Executive Officers and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023. Based upon their evaluation, our Co-Chief Executive Officers and Chief 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.
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PART II - OTHER
INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. 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 Annual Report on
Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023 (the “Annual Report”). 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 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not Applicable.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
* | Filed herewith. |
** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 15th day of May, 2023.
CRIXUS BH3 ACQUISITION COMPANY | ||
By: | /s/ Daniel Lebensohn | |
Name: | Daniel Lebensohn | |
Title: | Co-Chief Executive Officer | |
(Co-Principal Executive Officer) | ||
By: | /s/ Gregory Freedman | |
Name: | Gregory Freedman | |
Title: | Co-Chief Executive Officer and Chief Financial | |
Officer | ||
(Co-Principal Executive Officer and Principal | ||
Financial and Accounting Officer) |
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