Form 10-Q - Quarterly report [Sections 13 or 15(d)]

BHACU Focus Impact BH3 Acquisition Company

BHACU Focus Impact BH3 Acquisition Company

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Focus Impact BH3 Acquisition Company

(Exact name of registrant as specified in its charter)


Delaware	001-40868	86-2249068
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)


1345 Avenue of the Americas, 33rd Floor New York, NY		10105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (954)

416-3140

CRIXUS BH3 ACQUISITION COMPANY

819 NE 2nd Avenue, Suite 500

Fort Lauderdale, FL

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of November

, 2023, there were 5,312,029 shares of Class A common stock, par value $0.0001 per share, and 2,750,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

FOCUS IMPACT BH3 ACQUISITION COMPANY

Quarterly Report on Form

10-Q

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		Page No.
PART I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
	Condensed Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	3
	Condensed Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4	Controls and Procedures	31
PART II. OTHER INFORMATION		32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
SIGNATURES		34

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

FOCUS IMPACT BH3 ACQUISITION COMPANY

CONDENSED BALANCE SHEETS


	September 30, 2023 (unaudited)			December 31, 2022
ASSETS
Current assets
Cash	$	56,600		$	13,715

Total current assets		56,600			13,715
Cash, cash equivalents, and marketable securities held-to-maturity in Trust Account, at amortized cost		53,335,870			51,340,014

Total assets	$	53,392,470		$	51,353,729

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	132		$	—
Income taxes payable		889,614			86,230
Derivative warrant liability		896,790			2,122,940
Convertible promissory note – related party, at fair value		197,680			300,000
Note payable – related party		350,880			—

Total current liabilities		2,335,096			2,509,170
Deferred underwriting fee payable		8,050,000			8,050,000

Total liabilities		10,385,096			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 $10.44 and $10.00 redemption value at September 30, 2023 and December 31, 2022		52,346,256			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 September 30, 2023 and December 31, 2022		575			575
Accumulated deficit		(9,339,457	)		(9,331,936	)

Total stockholders’ deficit		(9,338,882	)		(9,331,361	)

Total liabilities, temporary equity and stockholders’ deficit	$	53,392,470		$	51,353,729

The accompanying notes are an integral part of these unaudited condensed financial statements.

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FOCUS IMPACT BH3 ACQUISITION COMPANY

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	September 30,						September 30,
	2023			2022			2023			2022
Formation and operating costs	$	(185,297	)	$	(445,631	)	$	(788,932	)	$	(1,446,914	)

Loss from operations		(185,297	)		(445,631	)		(788,932	)		(1,446,914	)

Other income (expense):
Interest income		709,811			1,411,236			1,874,489			1,722,936
Change in fair value of derivative warrant liabilities		(524,470	)		352,629			1,226,150			6,274,173
Change in fair value of convertible promissory note		(56,185	)		—			360,789			—

Total other income		129,156			1,763,865			3,461,428			7,997,109

Income before provision for income taxes		(56,141	)		1,318,234			2,672,496			6,550,195
Provision for income taxes		(645,032	)		—			(889,614	)		—

Net income (loss)	$	(701,173	)	$	1,318,234		$	1,782,882		$	6,550,195

Weighted average shares outstanding, Class A Common Stock subject to possible redemption		5,012,592			23,000,000			5,012,592			23,000,000

Basic and diluted net income (loss) per share, Class A Common Stock subject to possible redemption	$	(0.02	)	$	0.06		$	0.40		$	0.24

Weighted average shares outstanding, Class B Common Stock		5,750,000			5,750,000			5,750,000			5,750,000

Basic and diluted net income (loss) per share, Class B Common Stock	$	(0.10	)	$	(0.00	)	$	(0.04	)	$	0.17

The accompanying notes are an integral part of these unaudited condensed financial statements.

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FOCUS IMPACT BH3 ACQUISITION COMPANY

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)


	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		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Deficit
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	)
Net income		—		—		—		—		—		—		—		4,876,165			4,876,165

Balance as of June 30, 2022		—	$	—		—	$	—		5,750,000	$	575	$	—	$	(7,795,861	)	$	(7,795,286	)
Accretion of Class A common stock to redemption value																(1,722,936	)		(1,722,936	)
Net income		—		—		—		—		—		—		—		1,318,234			1,318,234

Balance as of September 30, 2022		—	$	—		—	$	—		5,750,000	$	575	$	—	$	(8,200,563	)	$	(8,199,988	)


	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		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Deficit
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	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		—		—		(182,025	)		(182,025	)
Deemed contribution by sponsor		—		—		—		—		—		—		—		202,509			202,509
Net income		—		—		—		—		—		—		—		2,405,303			2,405,303

Balance as of June 30, 2023		—	$	—		—	$	—		5,750,000	$	575	$	—	$	(8,222,625	)	$	(8,222,050	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		—		—		(415,659	)		(415,659	)
Net loss		—		—		—		—		—		—		—		(701,173	)		(701,173	)

Balance as of September 30, 2023		—	$	—		—	$	—		5,750,000	$	575	$	—	$	(9,339,457	)	$	(9,338,882	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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FOCUS IMPACT BH3 ACQUISITION COMPANY

CONDENSED STATEMENTS OF CHANGES IN CASH FLOWS

(Unaudited)


	For the nine months ended September 30,
	2023			2022
Cash flows from operating activities
Net income	$	1,782,882		$	6,550,195
Adjustments to reconcile net income to net cash used in operating activities:
Interest income		(1,874,489	)		(1,438,115	)
Change in fair value of derivative warrant liability		(1,226,150	)		(6,274,173	)
Change in fair value of convertible promissory note		(360,789	)		—
Changes in operating assets and liabilities:
Prepaid expenses		—			555,385
Accounts payable and accrued expenses		132			56,700
Income tax payable		803,384			—

Net cash used in operating activities		(875,030	)		(550,008	)

Cash flows from investing activities
Proceeds from Trust Account		229,512			69,409
Purchases of marketable securities in Trust Account		(104,153,634	)		(697,613,882	)
Sales and maturities of marketable securities in Trust Account		156,663,634			697,329,061
Purchases of mutual funds in Trust Account		(52,860,879	)		—

Net cash used in investing activities		(121,367	)		(215,412	)

Cash flows from financing activities
Proceeds from convertible promissory note		988,402			—
Payment of convertible promissory note		(300,000	)		—
Proceeds from related party note payable		350,880			—

Net cash provided by financing activities		1,039,282			—

Net change in cash		42,885			(765,420	)
Cash at beginning of period		13,715			1,131,162

Cash at end of period	$	56,600		$	365,742

Supplemental disclosure of non-cash investing and financing activities:
Accretion of Class A common stock to redemption value	$	2,220,336		$	1,722,936

Deemed contribution from Sponsor	$	429,933		$	—

Supplemental disclosure of cash flow information:
Income taxes paid	$	86,230		$	—

See accompanying notes to the unaudited condensed financial statements.

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FOCUS IMPACT BH3 ACQUISITION COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 1—Organization and Plan of Business Operations

Focus Impact BH3 Acquisition Company (f/k/a/ Crixus BH3 Acquisition Company) (the “Company”) is a blank check company incorporated as a Delaware company on February 23, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on targets within the real estate, construction and infrastructure industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has not yet begun operations and therefore, all activity for the period from February 23, 2021 (date of inception) through September 30, 2023, relates to the Company’s Initial Public Offering and identifying a target for the Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

non-operating

income or losses in the form of interest income from the proceeds derived from the Initial Public Offering and from changes in the fair value of the warrant derivative liability and convertible promissory note.

The Company’s 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 (as defined in Note 3), although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of Class A common stock, par value, $0.0001 per shares (“Class A common stock”, “Class A Shares” or “public shares”, and such holders, the “Public Stockholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer, in either case at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Notwithstanding the foregoing, if the Company seeks stockholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”)), will

be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares. The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, in the case of a stockholder vote, a majority of the outstanding Common Stock voted are voted in favor of the Business Combination.

The Nasdaq rules require that the Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred Commissions (as defined below) and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination.

The Company will have until the New Termination Date (as defined below) to consummate a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination by the New Termination Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and 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 the rights of the Public Stockholders as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable

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law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account (initially anticipated to be approximately $10.10 per share, plus any pro rata interest earned on the Trust Fund not previously released to the Company to pay its tax obligations and less up to $100,000 of interest to pay dissolution expenses). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination on or before the New Termination Date.

Charter Amendments and Early Redemptions; Purchase Agreement; Anchor Transfer Agreements

On December 7, 2022 (following approval by the Company’s stockholders at a special meeting (the “December 2022 Special Meeting”)), the Company effected a charter amendment and an amendment to its Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, the effect of which was to change the Company’s prior termination date from April 7, 2023 to August 7, 2023, subject to extension by the Company’s board of directors for up to six additional

thirty-day

periods. In connection therewith, 17,987,408 public shares were tendered for redemption (the “First Redemption”). Immediately after giving effect to the First Redemption, the Company had approximately $51.2 million remaining in the Trust Account.

On October 6, 2023 (following approval by the Company’s stockholders at a special meeting (the “October 2023 Special Meeting”)), the Company effected an amendment to its amended and restated certificate of incorporation, the effect of which was to (i) further extend the period of time by which the Company has to consummate an initial business combination to July 31, 2024 (the “New Termination Date”) (the “Extension”) and (ii) provide for the right of a holder of shares of Class B common stock to convert its shares of Class B common stock into shares of Class A common stock

on a one-to-one basis at

any time and from time to time at the election of the holder. In connection therewith, 2,700,563 public shares were tendered for redemption at a price per share of $10.51 (the “Second Redemption”) and the Sponsor converted 3,000,000 of

its

shares of Class B common stock into shares of Class A common stock (the “Conversion”). Immediately after giving effect to the Second Redemption, on October 24, 2023, the Company had approximately $24.6 million remaining in the Trust Account. See “Note 8 – Subsequent Events.”

On September 27, 2023, the Company, the Sponsor and Focus Impact BHAC Sponsor, LLC (the “New Sponsor”) entered into a Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, subject to satisfaction of certain conditions, the New Sponsor (i) has agreed to purchase an aggregate of 3,746,303 shares of Class B common stock from the Sponsor and each of the anchor investors and 4,160,000 private placement warrants from the Sponsor for an aggregate purchase price of $16,288.27 and (ii) will become the sponsor of the Company (together, the “Purchase”). In connection therewith, the Sponsor also entered into anchor transfer agreements with each of its anchor investors, whereby each anchor agreed, subject to the conditions contained therein, when and as directed by the Sponsor, to transfer 2/3 of their shares of Class B common stock for no consideration; provided, however, upon the request of an anchor investor, the Sponsor shall pay to them $0.0043

per share. The Purchase Agreement closed effective as of November 2, 2023. On November 3, 2023, the Company changed its corporate name to “Focus Impact BH3 Acquisition Company”, pursuant to an amendment to its amended and restated certificate of incorporation filed with the Delaware Secretary of State on November 3, 2023.

Class A and Class B Common Stock

As of September 30, 2023 (prior to giving effect to the Second Redemption and Conversion), the Company had 10,762,592 shares of common stock issued and outstanding, consisting of 5,012,592 shares of Class A common stock and 5,750,000 shares of Class B common stock, par value $0.0001 per share and the balance in the Company’s Trust Account was $53.3 million. See “Note 8 – Subsequent Events.

Going Concern

The Company has incurred and expects to continue to incur additional costs in pursuit of its initial Business Combination. The Company has determined that it will not be able to sustain operations for the next twelve months without additional financing. As of September 30, 2023, the Company had approximately $56,600 in its operating bank account available for working capital needs, $53.3 million of cash and investment in liquid securities held in trust, which is not available for working capital needs, and working capital deficit of approximately $2,278,000. To date, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined in Note 4), a Note Payable to Sponsor (Note 4) in the amount of $300,000 and net borrowings of approximately $988,000 pursuant to the Convertible Promissory Note issued to the Sponsor (Note 4). The Company fully repaid the Note Payable to Sponsor on October 7, 2021. As of September 30, 2023, the Convertible Promissory Note had an outstanding principal amount of approximately $988,000.

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On July 31, 2023, the Company issued a

non-interest-bearing

promissory

te in the aggregate principal amount of up to $

1,052,644

to the Sponsor. In connection with the promissory note the Company has extended the Termination Date from August 7, 2023 to September 6, 2023, and then from September 6, 2023 to October 6, 2023. Following approval by the Company’s stockholders at the October 2023 Special Meeting, the Company’s amended and restated certificate of incorporation was amended to further extend the period of time by which the Company has to consummate an initial business combination to the New Termination Date. See “Note 8 – Subsequent Events.

terminated and of no further force and effect, resulting in loan forgiveness by the note holder. On November 3, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the New Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party, pursuant to which Polar agreed to make certain capital contributions to the Company of up to

$1,200,000

(the “Capital Contribution”) from time to time, at the request of the Company, subject to the terms and conditions of the Subscription Agreement, to the Company. Based on the cash available from the Subscription Agreement, 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 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, and structuring, negotiating and consummating the Business Combination.

Note 2—Significant Accounting Policies

Basis of Presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed balance sheet at December 31, 2022 has been derived from the audited financial statements at that date, but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K

for the period ended December 31, 2022, as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The interim results for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as

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amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

As of September 30, 2023 and December 31, 2022, the Company had $56,600 and $13,715, respectively, in cash outside of the Trust Account available for working capital needs. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Cash, Marketable Securities and Equity Securities Held in Trust Account

The Company had $51.3

million held within a trust account in cash, cash equivalents, and marketable securities as of December 31, 2022, none of which was available for working capital needs. Substantially all of the assets held in the Trust Account are held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as held-to-maturity securities. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method, at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest income in the accompanying unaudited condensed statements of operations. The Company estimated the expected credit loss for each security in its portfolio using the probability-of-default method. The Company concluded there were no expected losses as of December 31, 2022. During August 2023, the Company moved all the trust investments to a mutual fund that invests in cash, U.S. Treasury bills, notes, and other obligations with a dollar-weighted average maturity of 60 days or less. The mutual fund is considered a cash equivalent as the weighted average maturity is less than 90 days, the Company has the ability to redeem the fund’s shares on a daily basis, and the fund’s investment attributes are consistent with the investment attributes of an SEC registered money market fund. The estimated fair values of the mutual fund held in the Trust Account are determined using available market information. As of September 30, 2023, the equity securities in mutual funds held totaled

$53.3 million.

September 30, 2023


Investment in securities held in Trust Account, at fair value	Cost basis		Gross unrecognized holding gains		Gross unrecognized holding losses		Fair value (level 1)
Mutual funds	$	53,335,870	$	—	$	—	$	53,335,870

December 31, 2022


Held-to-maturity securities, at amortized cost:	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

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts or investment accounts in a financial institution, which at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “

Fair Value Measurement” (“Topic 820”)

, approximates the carrying amounts represented in the accompanying unaudited condensed financial statements. Topic 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of characteristics specific to the financial instruments, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Financial instruments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under Topic 820 are as follows:

Level 1—Unadjusted quoted prices in active markets for identical financial instruments at the measurement date are used.

Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in markets that are not active, inputs other than quoted prices that are observable for the financial instruments and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the financial instruments. The inputs used in determination of fair value require significant judgment and estimation.

In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the financial instrument is categorized in its entirety is determined based on the lowest level input that is significant to the financial instrument.

The carrying amounts of working capital balances approximate their fair values due to the short maturity of these items.

Convertible Promissory Note

The Company accounts for its convertible promissory note under ASC 815,

Derivatives and Hedging

(“ASC 815”). Under

815-15-25,

the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its convertible promissory note. Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the note are recognized as

non-cash

within change in the fair value of the convertible promissory note in the unaudited condensed statements of operations.

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.

Offering Costs

The Company complies with the requirements of the ASC paragraph

340-10-S99-1

and SEC Staff Accounting Bulletin (“SAB”) Topic

5A-Expenses

of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering (the “IPO”). Offering costs are charged against the carrying value of Class A common stock or the unaudited condensed statements of operations based on the relative value of the Class A common stock and the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO.

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Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “

Distinguishing Liabilities from Equity

” (“

Topic 480

”). 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 the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features include certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 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.

All of the 23,000,000

shares of Class A common stock sold as part of the Units in the Initial Public Offering

(5,012,592

of which remained outstanding after giving effect to the First Redemption and 2,312,029 of which remained outstanding (excluding the 3,000,000 converted shares of Class B common stock) after the Second Redemption) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC paragraph 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of Topic 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. For the nine months ended September 30, 2023 and September 30, 2022, approximately

$2,220,000 and $1,723,000

of accretion was recorded on Class A common stock, respectively.

Income Taxes

The Company accounts for income taxes under ASC Topic 740,

Income Taxes

(“

Topic740

”). Topic 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized.

Topic 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

As of September 30, 2023 and December 31, 2022, the Company had income tax liabilities of approximately

$890,000 and

86,000,

respectively. The provision for income taxes resulted in an expense of approximately

$890,000 and nil

for the nine months ended September 30, 2023 and 2022, respectively. The provision for income taxes resulted in an expense of approximately

645,000

and nil for the three months ended September 30, 2023 and 2022, respectively.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

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Risks and Uncertainties

The Company continues to evaluate the impact of the

COVID-19

pandemic and has concluded that

COVID-19

may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide, which could have a material adverse effect on the Company’s ability to complete an initial Business Combination and the value of the Company’s securities. As the World Health Organization (WHO) declared an end to the

COVID-19

global emergency in May 2023, restrictions are expected to be lifted.

In February 2022, the Russian Federation and Belarus commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of the unaudited condensed financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not 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.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a 1% excise tax on the fair market value of stock repurchased by a publicly listed U.S. corporation beginning in 2023, subject to certain exceptions. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The U.S. Department of the Treasury (the “Treasury”) has been given authority to issue regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. It is unclear at this time how and to what extent the excise tax will apply to certain redemptions, but since the Company is a publicly listed Delaware corporation, it is a “covered corporation” within the meaning of the IR Act. Consequently, this excise tax may apply to certain redemptions of the Company’s public shares after December 31, 2022.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could potentially reduce the

per-share

amount that the Company’s public stockholders would otherwise be entitled to receive upon redemption of their public shares, cause a reduction in the cash available on hand to complete a Business Combination and hinder the Company’s ability to complete a Business Combination.

Net Income (Loss) Per Common Stock

The Company has 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, the Company 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 change 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, the Company calculates the amount to be allocated pro rata between Class A common stock and Class B common stock for each of the periods presented.

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The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts):


	For the three months ended September 30,
	2023			2022
Net income (loss), as reported	$	(701,173	)	$	1,318,234
Reconciliation items:
Deemed dividend to Class A stockholders		(415,659	)		(1,411,236	)

Allocation of net loss, as adjusted	$	(1,116,832	)	$	(93,002	)


	For the nine months ended September 30,
	2023			2022
Net income, as reported	$	1,782,882		$	6,550,195
Reconciliation items:
Deemed dividend to Class A stockholders		(2,220,336	)		(1,722,936	)

Allocation of net income (loss), as adjusted	$	(437,454	)	$	4,827,259


	For the three months ended September 30,
	2023						2022
	Class A			Class B			Class A			Class B

Basic and diluted net income (loss) per share:
Numerator:
Allocation of net loss attributable to common stockholders, as adjusted	$	(520,156)		$	(596,676	)	$	(74,402	)	$	(18,600	)
Allocation of accretion of temporary equity to Class A shares		415,659			—			1,411,236			—

Allocation of net income (loss)	$	(104,497	)	$	(596,676	)	$	1,336,834		$	(18,600	)

Denominator:
Weighted average common stock outstanding, basic and diluted		5,012,592			5,750,000			23,000,000			5,750,000

Basic and diluted net income (loss) per common share	$	(0.02	)	$	(0.10	)	$	0.06		$	(0.00	)


	For the nine months ended September 30,
	2023						2022
	Class A			Class B			Class A			Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss) attributable to common stockholders, as adjusted	$	(203,741	)	$	(233,713	)	$	3,861,807		$	965,452
Allocation of accretion of temporary equity to Class A shares		2,220,336			—			1,722,936			—

Allocation of net income (loss)	$	2,016,595		$	(233,713	)	$	5,584,743		$	965,452

Denominator:
Weighted average common stock outstanding, basic and diluted		5,012,592			5,750,000			23,000,000			5,750,000

Basic and diluted net income (loss) per common share	$	0.40		$	(0.04	)	$	0.24		$	0.17

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As of September 30, 2023 and 2022, the promissory notes convertible into warrants at a price of $1.50 per warrant and outstanding warrants to purchase 17,896,782 shares of Class A common stock were excluded from the computation of diluted net income 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 per share is the same for the periods presented.

Note 3—Initial Public Offering

The registration statement for the Initial Public Offering was declared effective on October 4, 2021. On October 4, 2021, the Company consummated the Initial Public Offering by selling 23,000,000 units at a purchase price of $10.00 (“Units” and, with respect to the shares of Class A common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $230.0 million. Each Unit consists of one Class A Share and

one-half

Public Warrant. Each whole warrant (“Public Warrant”) entitles the holder to purchase one Class A Share at a price of $11.50 per share.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,400,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to Crixus BH3 Sponsor LLC (the “Sponsor”), generating gross proceeds of $9.6 million, which is described in Note 4.

Following the closing of the Initial Public Offering, an amount of $232.3 million ($10.10 per Unit) from the net proceeds of the sale of the units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.

Transaction costs from the Initial Public Offering amounted to approximately $22.4 million, consisting of $12.7 million of underwriters’ fees and discounts, $9.3 million for the excess fair value of founder shares attributable to the anchor investors (see Note 4), and $0.5 million of other offering costs, net of third-party vendor credits. Such transaction costs have been allocated to Class A common stock and warrants issued in the Initial Public Offering based on their relative fair values. Accordingly, $1.4 million of the $22.4 million in total transaction costs (which includes $0.6 million of the excess fair value of the Founder Shares sold to anchor investors - see Note 4), has been allocated to the public warrants.

Note 4—Related Party Transactions

Founder Shares

Prior to the Initial Public Offering, our Sponsor and directors (the “Initial Stockholders”) purchased an aggregate of 5,750,000 shares of Class B common stock, par value $0.0001 per

share (“Class B common stock,” “Class B Shares” or “founder shares”) for

an aggregate purchase price of $25,000, or approximately $0.004 per share. Prior to the initial investment in the Company of $25,000 by our initial stockholders, the Company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of founder shares issued. Our initial stockholders (including our anchor investors) collectively owned 20% of the outstanding shares of common stock following the Initial Public Offering. Up to 750,000 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. The underwriters exercised their over-allotment option in full on October 6, 2021; thus, the 750,000 founder shares are no longer subject to forfeiture. Certified qualified institutional buyers or institutional accredited investors, as defined in Rule 144A and Regulation D, respectively, under the Securities Act, which are not affiliated with us, our sponsor, our directors or any member of our management and that purchased an aggregate of approximately 22,980,000 units in our initial public offering at the public offering price (“herein referred to as “anchor investor”) purchased the number of units for which it had provided an indication of interest (not to exceed 9.9% of the units sold in the Initial Public Offering). In consideration of these purchases, the Sponsor entered into an investment agreement with each of the anchor investors pursuant to which the Sponsor sold 1,450,758 founder shares in the aggregate, at their original purchase price of approximately $0.004 per share.

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The founder shares are identical to the shares of our Class A common stock included in the units sold in the offering, except that:

•

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.

Transfer restrictions on founder shares

Holders of the Company’s 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 and under certain limited circumstances). 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 the anchor investors will be permitted to abstain from voting founder shares).

In conjunction with each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the Initial Public Offering, the Sponsor sold an aggregate of 1,450,758 Founder Shares at their original purchase price. The Company estimated the fair value of the Founder Shares attributable to the anchor investors to be $9.3 million or $6.40 per share as of October 7, 2021 (date of the Initial Public Offering).

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The excess of the fair value of the Founder Shares sold over the purchase price of $5,803 (or $0.004 per 1,450,758 share) was determined to be an issuance cost of the Initial Public Offering incurred on the Company’s behalf. Accordingly, this issuance cost as well as Offering Costs were accounted for as an equity contribution from the Sponsor. As a portion of the Initial Public Offering consisted of Warrant Securities that are accounted for as liabilities, as such the fair value of the 1,450,758 Founder Shares sold to the anchor investors by the Sponsor ($0.6 million) was allocated to the warrant liabilities as of October 7, 2021 (date of Public Offering).

Private Placement Warrants

Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 6,400,000 Private Placement Warrants at $1.50 per Private Placement Warrant, for an aggregate purchase price of $9.6 million. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 (subject to adjustment in certain circumstances). The proceeds from the Private Placement Warrants, net of $4.6 million in underwriting discounts, $0.8 million in Offering Costs, and $2.0 million designated for operational use were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants: (i) will not be redeemable by the Company so long as they are held by the Sponsor or any of its permitted transferees; (ii) may be exercised for cash or on a cashless basis, so long as they are held by the Sponsor or any of its permitted transferees and (iii) are (including the common stock issuable upon exercise of the Private Placement Warrants) entitled to registration rights. Additionally, the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A Shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Business Combination.

Indemnity

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Convertible Promissory Note

In order to finance transaction costs in connection with the Business Combination, on November 1, 2022 the Sponsor executed an unsecured convertible promissory note and agreed to loan the Company up to $1.5 million as may be required, the terms of which consist of no interest accrual and a maturity date commensurate with the date the Business Combination has been consummated (“Working Capital Loans”). In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1.5 million of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to the Sponsor. During the nine months ended September 30, 2023, a total of $1.0 million was drawn by the Company and $0.3 million was repaid. During the nine months ended September 30, 2023, $0.7 million of net draws occurred on the convertible promissory note with a fair value of $0.3 million, with the difference of $0.4 million recorded as a deemed contribution from the Sponsor. For the nine months ended September 30, 2023, the Company recorded a $0.4

million gain on change in fair value of the convertible promissory note. Effective as of November 2, 2023, in connection with the closing of the transactions contemplated by the Purchase Agreement, the convertible promissory note was forgiven by the note holder.

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Notes Payable to Sponsor

non-interest

bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The Company borrowed $0.1 million under the Promissory Note and the full amount was repaid on October 7, 2021. Subsequent to the repayment, the facility was no longer available to the Company.

On July 31, 2023, the Company issued a

non-interest

bearing promissory note in the aggregate principal amount of up to $1,052,644

to the Sponsor. In connection therewith, the Company initially extended the Termination Date from August 7, 2023 to September 6, 2023, and subsequently further extended the Termination Date from September 6, 2023 to October 6, 2023. Following approval by the Company’s stockholders at the October 2023 Special Meeting, the Company’s amended and restated certificate of incorporation was amended to further extend the period of time by which the Company has to consummate an initial business combination to the New Termination Date. As of September 30, 2023,

the

principal balance outstanding was $350,881.44. Effective as of November 2, 2023, in connection with the closing of the transactions contemplated by the Purchase Agreement, the Promissory Note was terminated.

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on October 7, 2021, through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company has agreed to pay an affiliate of the Sponsor a monthly fee of $15,000 for office space, utilities and administrative support. The Company records the administrative services agreement costs within formation and operating costs on the unaudited condensed statements of operations. For the nine months ended September 30, 2023 and 2022, the Company incurred and paid $45,000 and $135,000, respectively. For the three months ended September 30, 2023 and 2022, the Company incurred and paid nil and $45,000, respectively. On August 8, 2023, (i) the Company and the Sponsor agreed to terminate the Administrative Services Agreement dated October 4, 2021, with effect from and as of March 31, 2023 and (ii) the Sponsor agreed to waive any and all amounts due and owing by the Company after March 31, 2023.

Note 5—Stockholders’ Deficit

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors may, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Common Stock and could have anti-takeover effects. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Common Stock

The Company is authorized to issue 200,000,000 Class A Shares, with a par value of $0.0001 each, and 20,000,000 Class B common stock, with a par value of $0.0001 each (the “Class B Shares” and, together with the Class A Shares, the “Common Stock”). Holders of the Common Stock are entitled to one vote for each share of Common Stock; provided that only holders of the Class B Shares have the right to vote on the election of directors prior to the Business Combination. The Class B Shares will automatically convert into Class A Shares at the time of the Business Combination, on a

one-for-one

basis, subject to adjustment for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the outstanding Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20% of the sum of all Common Stock outstanding upon completion of the Initial Public Offering plus all Class A Shares and equity-linked securities issued or deemed issued in connection with the Business Combination, excluding any Common Stock or equity-linked securities issued, or to be issued, to any seller in the Business Combination, or any Private Placement-equivalent Warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company.

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At September 30, 2023 and December 31, 2022, there were 5,012,592 Class A Shares issued and outstanding, respectively, of which 6,419 Units and 3,482,975 Units, respectively, remain intact (each consisting of 1 share of Class A common stock and 1/2 of a public warrant). At September 30, 2023 and December 31, 2022, there were 5,750,000 Class B Shares issued and outstanding.

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The redemption value for Class A Shares reflected on the unaudited condensed balance sheets is reconciled on the following table:


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
Increase in redemption value		182,025

Class A Shares subject to possible redemption as of June 30, 2023		51,930,597
Increase in redemption value		415,659

Class A Shares subject to possible redemption as of September 30, 2023	$	52,346,256

Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering,

provided

in each case that the Company has an effective registration statement under the Securities Act covering the sale of the shares of its Class A common stock issuable upon exercise of the warrants, and a current Offering prospectus relating thereto is available, and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the Business Combination as described in the immediately following paragraph or (ii) a notice of redemption described below). The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. At September 30, 2023 and December 31, 2022, there were 11,496,782 whole Public Warrants and 6,400,000 Private Placement Warrants outstanding.

The Company is not obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the sale of the shares of Class A common stock issuable upon exercise of the Warrants, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the sale of the shares of Class A common stock issuable upon exercise of the Warrants is not effective by the 60th business day after the closing of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

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Redemption of Warrant Securities when the price per share of Class A common stock equals or exceeds $18.00

Once the Warrant Securities become exercisable, the Company may redeem the outstanding Warrant Securities (except as described herein with respect to the Private Placement Warrants):

•

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).

The Company will not redeem the Warrant Securities as described above unless an effective registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the Warrant Securities is effective, and a current prospectus relating thereto is available, throughout the

30-day

redemption period. Any such exercise would not be on a “cashless basis” and would require the exercising Warrant Security holder to pay the exercise price for each Warrant Security being exercised.

Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.

Redemption of Warrant Securities when the price per share of Class A common stock equals or exceeds $10.00

Once the Warrant Securities become exercisable, the Company may also redeem the outstanding Warrant Securities (except as described herein with respect to the Private Placement Warrants):

•

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.

The “fair market value” of the Class A common stock means the volume-weighted average price of the Class A common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Warrant Securities. The Company will provide its Warrant Security holders with the final fair market value no later than one business day after the

10-day

trading period described above ends. In no event will the Warrant Securities be exercisable in connection with this redemption feature for more than 0.361 shares of our Class A common stock per Warrant Security (subject to adjustment).

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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In addition, if (i) we issue additional common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per common stock, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

Note 6—Fair Value Measurements

The Company follows the guidance in Topic 820 for its financial assets and liabilities that are remeasured and reported at fair value at each reporting period. The following table presents information about the Company’s assets and derivative liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.


	Level		September 30, 2023		December 31, 2022
Assets:
Cash		1	$	56,600	$	13,715
Mutual funds		1	$	53,335,870	$	—
Liabilities:
Public Warrants (1,2)		1	$	576,150	$	1,363,900
Private Placement Warrants (1)		3	$	320,640	$	759,040
Convertible Promissory Notes		3	$	197,680	$	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.

Warrant Liability

The Company established the initial fair value for the Warrants on October 7, 2021, the date of the Company’s Initial Public Offering, using a Black- Scholes Option Pricing Method (“BSM”) for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and

one-half

of one Public Warrant), and (ii) the sale of Private Placement Units, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption based on their relative fair values at the initial measurement date. Both the Private Placement Warrants and Public Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. As of September 30, 2023 and December 31, 2022, the Public Warrants are classified as Level 1 in the fair value hierarchy and are valued at the publicly traded price. The Private Placement Warrants have substantially the same terms as the Public Warrants and the Company determined that the fair value of each Private Placement Warrant is consistent with that of a Public Warrant. With the decline in volatilities, there is de minimis benefit to private warrants with exemption from make whole redemptions. The implication is that private warrants should be priced the same as public warrants. Accordingly, the Private Placement Warrants are valued at the Public Warrant price, however the Private Placement Warrants are classified as Level 3 financial instruments.

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At September 30, 2023, the fair value was determined to be $0.05 per warrant for each of the Private Placement Warrants and Public Warrants, which corresponded with aggregate values of $0.3 million and $0.6 million, respectively. At December 31, 2022, the fair value was determined to be $0.12 per warrant for each of the Private Placement Warrants and Public Warrants, which corresponded with aggregate values of $0.8 million and $1.4 million, respectively. The following table presents the changes in the fair value of warrant liabilities:


	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
Change in fair value		(698,880	)		(1,255,800	)		(1,954,680	)

Fair value as of June 30, 2023		133,120			239,200			372,320
Change in fair value		187,520			336,950			524,470

Fair value as of September 30, 2023	$	320,640		$	576,150		$	896,790

Convertible Promissory Notes

The convertible promissory notes were valued based on the fair value of the private placement warrants in which the convertible promissory notes can be converted, adjusted for the probability of a successful business combination. The inputs are considered to be a Level 3 fair value measurement. The estimated fair value of the Convertible Promissory Notes was based on the following significant inputs:


Input	Input Values as of September 30, 2023
Private Warrant Value per Share	$	0.05
Probability of successful business combination		20.0	%
Value per conversion warrant in business combination scenario	$	0.25
Conversion price per warrant	$	1.50

The following table presents the changes in the fair value of the Level 3 Convertible Promissory Note:


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
Proceeds received through Convertible Promissory Note		202,509
Deemed Contribution by Sponsor		(202,509	)
Change in fair value		(243,274	)

Fair value as of June 30, 2023		63,093
Proceeds received through Convertible Promissory Note		78,402
Change in fair value		56,185

Fair value as of September 30, 2023	$	197,680

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during period ended September 30, 2023 for the Convertible Promissory Note.

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Note 7—Commitments

Registration Rights

Pursuant to a registration and stockholder rights agreement dated October 4, 2021, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable

lock-up

period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4.6 million. In addition, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $8.1 million. The deferred commission was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting

agreement. Effective as of November 2, 2023, the underwriters agreed to waive the deferred underwriting fee.

Note 8—Subsequent Events

As of October 6, 2023, the Sponsor and the New Sponsor entered into

Non-Redemption

Agreements on substantially the same terms with certain stockholders of the Company, pursuant to which such stockholders agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,946,794

Non-Redeemed

Shares in connection with the October 2023 Special Meeting. In exchange for the foregoing commitments not to redeem such shares of Class A common stock, the New Sponsor agreed to transfer an aggregate of 389,359 shares of Common Stock held by the New Sponsor to such stockholders immediately following consummation of an initial business combination if they continued to hold such

Non-Redeemed

Shares through the October 2023 Special Meeting. On October 6, 2023, following approval by the Company’s stockholders at the October 2023 Special Meeting, the Company effected an amendment to its amended and restated certificate of incorporation, the effect of which was to (i) further extend the period of time by which the Company has to consummate an initial business combination to the New Termination Date and (ii) provide for the right of a holder of shares of Class B common stock to convert its shares of Class B common stock into shares of Class A common stock

on a one-to-one basis at

any time and from time to time at the election of the holder. In connection therewith, 2,700,563 public shares were tendered for redemption and the Sponsor converted 3,000,000 of

its

shares of Class B common stock into shares of Class A common stock. Upon conversion of Class B common stock to Class A common stock, such Class A common stock will not be entitled to receive funds from the trust account through redemptions or otherwise and will remain subject to the existing transfer restrictions. Immediately after giving effect to the Second Redemption and the Conversion, on October 24, 2023, the Company had approximately $24.6 million remaining in the Trust Account, and 5,312,029 shares of Class A common stock

(including the 3,000,000 converted shares of Class B common stock)

and 2,750,000 shares of Class B Common Stock outstanding.

In connection with the closing of the transactions contemplated by the Purchase Agreement, the New Sponsor (i) purchased an aggregate of 3,746,303 shares of Class A common stock, par value $0.0001 per share and Class B common stock, par value $0.0001 per share, from the Sponsor and certain other shareholders of the Company and 4,160,000 private placement warrants from the Sponsor for an aggregate purchase price of $16,288.27 and (ii) became the sponsor of the Company (together, the “Purchase”). The Purchase closed as of November 2, 2023. In connection with the closing of the Purchase, the New Sponsor, among other things, joined as a party to (i) the Letter Agreement, dated October 4, 2021, by and between the Company and the Sponsor (the “Letter Agreement,”) and (ii) the Registration and Stockholder Rights Agreement, dated October 4, 2021, among the Company, the Sponsor and certain security holders party thereto.

On November 3, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the New Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party, pursuant to which Polar agreed to make certain capital contributions to the Company of up to $1,200,000 (the “Capital Contribution”) from time to time, at the request of the Company, subject to the terms and conditions of the Subscription Agreement, to the Company. Pursuant to the Subscription Agreement, the Capital Contribution shall be repaid to Polar by the Company within five (5) business days of the Company closing an initial business combination (the “Closing”). Polar may elect to receive such repayment (i) in cash or (ii) in shares of common stock of the surviving entity in such initial business combination (the “Surviving Entity”) at a rate of one share of common stock for each ten dollars ($10.00) of the Capital Contribution that is funded. Additionally, in consideration of the Capital Contribution, at the Closing, the Surviving Entity will issue to Polar one share of common stock for each dollar of Capital Contribution that is funded prior to the Closing.

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On November 3, 2023, the Company changed its corporate name to “Focus Impact BH3 Acquisition Company”, pursuant to an amendment to its amended and restated certificate of incorporation (the “Amendment”) filed with the Delaware Secretary of State onNovember 3, 2023 (the “Name Change”). Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the Name Change and it does not affect the rights of the Company’s stockholders.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date of September 30, 2023 through the date that these unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

ITEM 2. 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 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 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 December 2022 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 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.

Pursuant to the amended and restated certificate of incorporation (as in effect prior to the amendment effected following the October 2023 Special Meeting), the Sponsor twice extended the date by which we must consummate an initial business combination to October 6, 2023, by depositing into the Trust Account two additional deposit amounts of $175,440 ($0.035 per outstanding share of the Company’s 5,012,592 Offering Shares) (thereby increasing the aggregate principal amount of the Extension Promissory Note (as defined below) to $350,881).

On September 10, 2023, the Company received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq indicating that the Company was no longer in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Public Holders Rule”). The Notice stated that the Company had 45 calendar days from the date of the Notice to submit a plan to regain compliance with the Minimum Public Holders Rule. On November 12, 2023, Nasdaq notified the Company that it had determined to grant the Company an extension of time to regain compliance with the Minimum Public Holders Rule.

As of October 6, 2023, the Sponsor and the New Sponsor entered into Non-Redemption Agreements on substantially the same terms with certain stockholders of the Company, pursuant to which such stockholders agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,946,794 Non-Redeemed Shares in connection with the October 2023 Special Meeting. In exchange for the foregoing commitments not to redeem such shares of Class A common stock, the New Sponsor agreed to transfer an aggregate of 389,359 shares of Common Stock held by the New Sponsor to such stockholders immediately following consummation of an initial business combination if they continued to hold such Non-Redeemed Shares through the October 2023 Special Meeting. On October 6, 2023 (following approval by the Company’s stockholders at a special meeting (the “October 2023 Special Meeting”)), the Company effected an amendment to its amended and restated certificate of incorporation, the effect of which was to (i) further extend the period of time by which the Company has to consummate an initial business combination to July 31, 2024 (the “New Termination Date”) (the “Extension”) and (ii) provide for the right of a holder of shares of Class B common stock to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. In connection therewith, 2,700,563 public shares were tendered for redemption (the “Second Redemption”) and the Sponsor converted 3,000,000 of its shares of Class B common stock into shares of Class A common stock (the “Conversion”). Immediately after giving effect to the Second Redemption, the Company had approximately $24.6 million remaining in the Trust Account. See “Note 8 – Subsequent Events.”

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.

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 September 30, 2023, we had net loss of approximately $0.7 million, which consisted of loss of $56,185 from change in fair valuation of convertible promissory note, loss of $0.5 million from change in fair valuation of derivative warrant liabilities, and $0.2 million in general and administrative expenses and an additional $0.6 million in provision for income taxes, and offset by interest income of $0.7 million.

For the nine months ended September 30, 2023, we had net income of approximately $1.8 million, which consisted of interest income of $1.9 million, gain of $0.4 million from change in fair valuation of convertible promissory note, and gain of $1.2 million from change in fair valuation of derivative warrant liabilities, offset by $0.8 million in general and administrative expenses and an additional $0.9 million in provision for income taxes.

For the three months ended September 30, 2022, we had net income of approximately $1.3 million, which consisted of interest income of $1.4 million and gain of $0.4 million from change in fair valuation of derivative warrant liabilities, offset by $0.4 million in general and administrative expenses.

For the nine months ended September 30, 2022, we had net income of approximately $6.6 million, which consisted of interest income of $1.7 million and gain of $6.3 million from change in fair valuation of derivative warrant liabilities, offset by $1.4 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 September 30, 2023, Working Capital Loans outstanding principal amounted to $0.9 million.

As of September 30, 2023, the Company had approximately $56,600 in cash outside of the trust account available for working capital needs and $53.3 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 have sufficient working capital to sustain operations for the next twelve months. Subsequent to September 30, 2023, at closing of the Purchase Agreement with New Sponsor on November 2, 2023, the working capital promissory note between the Company and the Sponsor dated November 1, 2022 (in aggregate principal amount of approximately $910,000) and extension promissory note between the Company and the Sponsor dated July 31, 2023 (in aggregate principal amount of $350,881) were terminated and of no further force and effect. On November 3, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the New Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party, pursuant to which Polar agreed to make certain capital contributions to the Company of up to $1,200,000 (the “Capital Contribution”) from time to time, at the request of the Company, subject to the terms and conditions of the Subscription Agreement, to the Company. Based on the cash available from the Subscription Agreement, 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, 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).

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 nine months ended September 30, 2023, a total of $1.0 million was drawn by the Company and $0.3 million was paid. For the nine months ended September 30, 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 $0.9 million and $0.3 million as of September 30, 2023 and December 31, 2022, respectively.

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.

On July 31, 2023, pursuant to and in accordance with the Company’s amended and restated certificate of incorporation, as amended and then in effect, the Sponsor provided the Company with a 30-day extension notice relating to the date by which the Company must complete an initial business combination. In connection therewith, (i) the Sponsor deposited into the Trust Account an amount of $175,440 (such amount, a “Deposit Amount”), which will be used to fund the redemption of shares of Class A common stock, (ii) the Company extended the new termination date from August 7, 2023 to September 6, 2023 and (iii) the Company executed and delivered to the Sponsor a non-interest bearing, unsecured promissory note (the “Extension Promissory Note”) initially equal to the Deposit Amount (which amount will be increased by additional Deposit Amounts in connection with any subsequent 30 day extensions, up to a maximum of $1,052,644). The Sponsor further extended the termination date to October 6, 2023 by providing a further extension notice to the Company and depositing an additional Deposit Amount into the Trust Account, thereby increasing the aggregate principal amount of the Extension Promissory Note to $350,881. The Extension Promissory Note provides that it shall not be repaid by the Company in the event that the Company is unable to complete an initial business combination unless there are funds of the Company available outside of the Trust Account to do so. In connection with the closing of the Purchase, the Extension Promissory Note was cancelled.

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.

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. In connection with the closing of the Purchase, the underwriters waived their entitlement to the deferred fee.

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 September 30, 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. See “Note 8 – Subsequent Events.

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 September 30,
	2023			2022
Net income (loss), as reported	$	(701,173	)	$	1,318,234
Reconciliation items:
Deemed dividend to Class A stockholders		(415,659	)		(1,411,236	)

Allocation of net loss, as adjusted	$	(1,116,832	)	$	(93,002	)


	For the nine months ended September 30,
	2023			2022
Net income, as reported	$	1,782,882		$	6,550,195
Reconciliation items:
Deemed dividend to Class A stockholders		(2,220,336	)		(1,722,936	)

Allocation of net income (loss), as adjusted	$	(437,454	)	$	4,827,259


	For the three months ended September 30,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net loss attributable to common stockholders, as adjusted	$	(356,736)	$	(409,216)	$	(74,402)	$	(18,600)
Allocation of accretion of temporary equity to Class A shares		415,659		—		1,411,236		—

Allocation of net income (loss)	$	(104,497)	$	(596,676)	$	1,336,834	$	(18,600)

Denominator:
Weighted average common stock outstanding, basic and diluted		5,012,592		5,750,000		23,000,000		5,750,000

Basic and diluted net income (loss) per common share	$	(0.02)	$	(0.10)	$	0.06	$	(0.00)


	For the nine months ended September 30,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss) attributable to common stockholders, as adjusted	$	(203,741)	$	(233,713)	$	3,861,807	$	965,452
Allocation of accretion of temporary equity to Class A shares		2,220,336		—		1,722,936		—

Allocation of net income (loss)	$	2,016,595	$	(233,713)	$	5,584,743	$	965,452

Denominator:
Weighted average common stock outstanding, basic and diluted		5,012,592		5,750,000		23,000,000		5,750,000

Basic and diluted net income (loss) per common share	$	0.43	$	(0.01)	$	0.24	$	0.17

As of September 30, 2023 and 2022, the promissory notes convertible into warrants at a price of $1.50 per warrant and outstanding warrants to purchase 17,896,782 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 September 30, 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.

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.

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 then 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 then Co-Chief Executive Officers and then Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based upon their evaluation, our then Co-Chief Executive Officers and then 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.

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.

Item 6. Exhibits.


Exhibit Number		Description

3.1⁽¹⁾		Amendment to the Amended and Restated Certificate of Incorporation of Focus Impact BH3 Acquisition Company dated November 8, 2023.

3.2⁽²⁾		Amendment to the Amended and Restated Certificate of Incorporation of Focus Impact BH3 Acquisition Company dated October 6, 2023.

10.1⁽³⁾		Termination of Administrative Services Agreement, dated August 8, 2023, between the Company and the Sponsor

10.2⁽³⁾		Promissory Note, dated July 31, 2023, issued to Focus Impact BH3 Acquisition Company

10.3⁽⁴⁾***		Purchase Agreement, dated September 27, 2023, by and among Focus Impact BH3 Acquisition Company, Crixus BH3 Sponsor LLC and Focus Impact BHAC Sponsor, LLC.

10.4⁽⁴⁾		Form of Anchor Transfer Agreement

10.5⁽⁴⁾		Form of Non-Redemption Agreement.

10.6⁽¹⁾		Subscription Agreement, dated November 2, 2023, by and among Crixus BH3 Acquisition Company, Focus Impact BHAC Sponsor, LLC and Polar Multi-Strategy Master Fund.

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer (Principal Executive Officers) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	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.

***	Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K, Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on November 8, 2023 and incorporated by reference herein.

(2)	Previously filed as an exhibit to our Current Report on Form 8-K filed on October 6, 2023 and incorporated by reference herein.

(3)	Previously filed as an exhibit to our Current Report on Form 8-K filed on August 2, 2023 and incorporated by reference herein.

(4)	Previously filed as an exhibit to our Current Report on Form 8-K filed on September 28, 2023 and incorporated by reference herein.

(5)	Previously filed as an exhibit to our Current Report on Form 8-K filed on October 3, 2023 and incorporated by reference herein.

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 20th day of November, 2023.


FOCUS IMPACT BH3 ACQUISITION COMPANY

By:		/s/ Carl Stanton
Name:		Carl Stanton
Title:		Chief Executive Officer (Principal Executive Officer)



By:		/s/ Ernest Lyles
Name:		Ernest Lyles
Title:		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carl Stanton, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Focus Impact BH3 Acquisition Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the unaudited condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2023

/s/ Carl Stanton

Carl Stanton

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ernest Lyles, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Focus Impact BH3 Acquisition Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the unaudited condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2023

/s/ Ernest Lyles

Ernest Lyles

Chief Financial Officer

(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Focus Impact BH3 Acquisition Company (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Carl Stanton, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Dated: November 20, 2023

/s/ Carl Stanton

Carl Stanton

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Focus Impact BH3 Acquisition Company (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Ernest Lyles, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

Dated: November 20, 2023

/s/ Ernest Lyles

Ernest Lyles

Chief Financial Officer

(Principal Financial and Accounting Officer)

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2023	Nov. 20, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Entity Registrant Name	Focus Impact BH3 Acquisition Company
Entity Central Index Key	0001851612
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Shell Company	true
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity File Number	001-40868
Entity Tax Identification Number	86-2249068
Entity Address, Address Line One	1345 Avenue of the Americas
Entity Address, Address Line Two	33rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
City Area Code	954
Local Phone Number	416-3140
Document Quarterly Report	true
Document Transition Report	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	BHAC
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	BHACW
Security Exchange Name	NASDAQ
Units, each consisting of one share of Class A common stock and one-half of one Redeemable Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one Redeemable Warrant
Trading Symbol	BHACU
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,312,029
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,750,000

Condensed Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 56,600	$ 13,715
Total current assets	56,600	13,715
Cash, cash equivalents, and marketable securities held-to-maturity in Trust Account, at amortized cost	53,335,870	51,340,014
Total assets	53,392,470	51,353,729
Current liabilities
Accounts payable	132
Income taxes payable	889,614	86,230
Derivative warrant liability	$ 896,790	$ 2,122,940
Other Liability, Noncurrent, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Convertible promissory note – related party, at fair value	$ 197,680	$ 300,000
Notes Payable, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Note payable – related party	$ 350,880
Total current liabilities	2,335,096	$ 2,509,170
Deferred underwriting fee payable	8,050,000	8,050,000
Total liabilities	10,385,096	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 $10.44 and $10.00 redemption value at September 30, 2023 and December 31, 2022	52,346,256	50,125,920
Stockholders' deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding
Accumulated deficit	(9,339,457)	(9,331,936)
Total stockholders' deficit	(9,338,882)	(9,331,361)
Total liabilities, temporary equity and stockholders' deficit	53,392,470	51,353,729
Common Class B [Member]
Stockholders' deficit
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at September 30, 2023 and December 31, 2022	$ 575	$ 575

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock shares outstanding	0	0
Common stock par or stated value per share	$ 0.0001
Common stock shares issued	10,762,592
Common stock shares outstanding	10,762,592
Common Class A [Member]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	200,000,000	200,000,000
Common stock shares issued	5,012,592	5,012,592
Common stock shares outstanding	5,012,592	5,012,592
Common stock, subject to possible redemption	$ 10.44	$ 10
Common Class B [Member]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	20,000,000	20,000,000
Common stock shares issued	5,750,000	5,750,000
Common stock shares outstanding	5,750,000	5,750,000

Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
Condensed Statements of Operations - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Formation and operating costs	$ (185,297)	$ (445,631)	$ (788,932)	$ (1,446,914)
Loss from operations	(185,297)	(445,631)	(788,932)	(1,446,914)
Other income (expense):
Interest income	709,811	1,411,236	1,874,489	1,722,936
Change in fair value of derivative warrant liabilities	(524,470)	352,629	1,226,150	6,274,173
Change in fair value of convertible promissory note	(56,185)		360,789
Total other income	129,156	1,763,865	3,461,428	7,997,109
Income before provision for income taxes	(56,141)	1,318,234	2,672,496	6,550,195
Provision for income taxes	(645,032)	0	(889,614)
Net income (loss)	$ (701,173)	$ 1,318,234	1,782,882	6,550,195
Class A Common Stock subject to possible redemption [Member]
Other income (expense):
Net income (loss)			$ (203,741)	$ 3,861,807
Weighted average shares outstanding, Basic	5,012,592	23,000,000	5,012,592	23,000,000
Weighted average shares outstanding, Diluted	5,012,592	23,000,000	5,012,592	23,000,000
Net income (loss) per share, Basic	$ (0.02)	$ 0.06	$ 0.4	$ 0.24
Net income (loss) per share, Diluted	$ (0.02)	$ 0.06	$ 0.4	$ 0.24
Class B Common Stock [Member]
Other income (expense):
Net income (loss)			$ (233,713)	$ 965,452
Weighted average shares outstanding, Basic	5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding, Diluted	5,750,000	5,750,000	5,750,000	5,750,000
Net income (loss) per share, Basic	$ (0.1)	$ 0	$ (0.04)	$ 0.17
Net income (loss) per share, Diluted	$ (0.1)	$ 0	$ (0.04)	$ 0.17

Condensed Statements of Changes in Stockholders' Deficit - USD ($)	Total	Preferred Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Class A Common Stock [Member]	Class A Common Stock [Member] Common Stock [Member]	Class B Common Stock [Member]	Class B Common Stock [Member] Common Stock [Member]
Beginning balance at Dec. 31, 2021	$ (13,027,247)	$ 0	$ 0	$ (13,027,822)		$ 0		$ 575
Beginning balance, Shares at Dec. 31, 2021		0				0		5,750,000
Net income (loss)	355,796			355,796
Ending balance at Mar. 31, 2022	(12,671,451)	$ 0	0	(12,672,026)		$ 0		$ 575
Ending balance, Shares at Mar. 31, 2022		0				0		5,750,000
Beginning balance at Dec. 31, 2021	(13,027,247)	$ 0	0	(13,027,822)		$ 0		$ 575
Beginning balance, Shares at Dec. 31, 2021		0				0		5,750,000
Net income (loss)	6,550,195				$ 3,861,807		$ 965,452
Ending balance at Sep. 30, 2022	(8,199,988)	$ 0	0	(8,200,563)		$ 0		$ 575
Ending balance, Shares at Sep. 30, 2022		0				0		5,750,000
Beginning balance at Dec. 31, 2021	(13,027,247)	$ 0	0	(13,027,822)		$ 0		$ 575
Beginning balance, Shares at Dec. 31, 2021		0				0		5,750,000
Accretion of Class A ordinary shares to redemption value					(3,969,976)
Ending balance at Dec. 31, 2022	(9,331,361)	$ 0	0	(9,331,936)		$ 0		$ 575
Ending balance, Shares at Dec. 31, 2022		0				0		5,750,000
Beginning balance at Mar. 31, 2022	(12,671,451)	$ 0	0	(12,672,026)		$ 0		$ 575
Beginning balance, Shares at Mar. 31, 2022		0				0		5,750,000
Net income (loss)	4,876,165			4,876,165
Ending balance at Jun. 30, 2022	(7,795,286)	$ 0	0	(7,795,861)		$ 0		$ 575
Ending balance, Shares at Jun. 30, 2022		0				0		5,750,000
Accretion of Class A ordinary shares to redemption value	(1,722,936)			(1,722,936)
Net income (loss)	1,318,234			1,318,234
Ending balance at Sep. 30, 2022	(8,199,988)	$ 0	0	(8,200,563)		$ 0		$ 575
Ending balance, Shares at Sep. 30, 2022		0				0		5,750,000
Beginning balance at Dec. 31, 2022	(9,331,361)	$ 0	0	(9,331,936)		$ 0		$ 575
Beginning balance, Shares at Dec. 31, 2022		0				0		5,750,000
Accretion of Class A ordinary shares to redemption value	(1,622,652)			(1,622,652)	(1,622,652)
Deemed contribution by sponsor	227,424			227,424
Net income (loss)	78,752			78,752
Ending balance at Mar. 31, 2023	(10,647,837)	$ 0	0	(10,648,412)		$ 0		$ 575
Ending balance, Shares at Mar. 31, 2023		0				0		5,750,000
Beginning balance at Dec. 31, 2022	(9,331,361)	$ 0	0	(9,331,936)		$ 0		$ 575
Beginning balance, Shares at Dec. 31, 2022		0				0		5,750,000
Net income (loss)	1,782,882				(203,741)		$ (233,713)
Ending balance at Sep. 30, 2023	(9,338,882)	$ 0	0	(9,339,457)		$ 0		$ 575
Ending balance, Shares at Sep. 30, 2023		0				0		5,750,000
Beginning balance at Mar. 31, 2023	(10,647,837)	$ 0	0	(10,648,412)		$ 0		$ 575
Beginning balance, Shares at Mar. 31, 2023		0				0		5,750,000
Accretion of Class A ordinary shares to redemption value	(182,025)			(182,025)	(182,025)
Deemed contribution by sponsor	202,509			202,509
Net income (loss)	2,405,303			2,405,303
Ending balance at Jun. 30, 2023	(8,222,050)	$ 0	0	(8,222,625)		$ 0		$ 575
Ending balance, Shares at Jun. 30, 2023		0				0		5,750,000
Accretion of Class A ordinary shares to redemption value	(415,659)			(415,659)	$ (415,659)
Net income (loss)	(701,173)			(701,173)
Ending balance at Sep. 30, 2023	$ (9,338,882)	$ 0	$ 0	$ (9,339,457)		$ 0		$ 575
Ending balance, Shares at Sep. 30, 2023		0				0		5,750,000

Condensed Statements of Changes in Cash Flows - USD ($)	3 Months Ended		9 Months Ended
Condensed Statements of Changes in Cash Flows - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net income (loss)	$ (701,173)	$ 1,318,234	$ 1,782,882	$ 6,550,195
Adjustments to reconcile net income to net cash used in operating activities:
Interest income			(1,874,489)	(1,438,115)
Change in fair value of derivative warrant liability	524,470	(352,629)	(1,226,150)	(6,274,173)
Change in fair value of convertible promissory note	56,185		(360,789)
Changes in operating assets and liabilities:
Prepaid expenses				555,385
Accounts payable and accrued expenses			132	56,700
Income tax payable			803,384
Net cash used in operating activities			(875,030)	(550,008)
Cash flows from investing activities
Proceeds from Trust Account			229,512	69,409
Purchases of marketable securities in Trust Account			(104,153,634)	(697,613,882)
Sales and maturities of marketable securities in Trust Account			156,663,634	697,329,061
Purchases of mutual funds in Trust Account			(52,860,879)
Net cash used in investing activities			(121,367)	(215,412)
Cash flows from financing activities
Proceeds from convertible promissory note			988,402
Payment of convertible promissory note			(300,000)
Proceeds from related party note payable			350,880
Net cash provided by financing activities			1,039,282
Net change in cash			42,885	(765,420)
Cash at beginning of period			13,715	1,131,162
Cash at end of period	$ 56,600	$ 365,742	56,600	365,742
Supplemental disclosure of non-cash investing and financing activities:
Accretion of Class A common stock to redemption value			2,220,336	$ 1,722,936
Deemed contribution from Sponsor			429,933
Supplemental disclosure of cash flow information:
Income taxes paid			$ 86,230

Organization and Plan of Business Operations	9 Months Ended
Organization and Plan of Business Operations	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Plan of Business Operations	Note 1—Organization and Plan of Business Operations Focus Impact BH3 Acquisition Company (f/k/a/ Crixus BH3 Acquisition Company) (the “Company”) is a blank check company incorporated as a Delaware company on February 23, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on targets within the real estate, construction and infrastructure industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has not yet begun operations and therefore, all activity for the period from February 23, 2021 (date of inception) through September 30, 2023, relates to the Company’s Initial Public Offering and identifying a target for the Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income or losses in the form of interest income from the proceeds derived from the Initial Public Offering and from changes in the fair value of the warrant derivative liability and convertible promissory note. The Company’s 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 (as defined in Note 3), although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of Class A common stock, par value, $0.0001 per shares (“Class A common stock”, “Class A Shares” or “public shares”, and such holders, the “Public Stockholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer, in either case at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Notwithstanding the foregoing, if the Company seeks stockholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares. The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, in the case of a stockholder vote, a majority of the outstanding Common Stock voted are voted in favor of the Business Combination. The Nasdaq rules require that the Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred Commissions (as defined below) and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. The Company will have until the New Termination Date (as defined below) to consummate a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination by the New Termination Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and 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 the rights of the Public Stockholders as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account (initially anticipated to be approximately $10.10 per share, plus any pro rata interest earned on the Trust Fund not previously released to the Company to pay its tax obligations and less up to $100,000 of interest to pay dissolution expenses). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination on or before the New Termination Date. Charter Amendments and Early Redemptions; Purchase Agreement; Anchor Transfer Agreements On December 7, 2022 (following approval by the Company’s stockholders at a special meeting (the “December 2022 Special Meeting”)), the Company effected a charter amendment and an amendment to its Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, the effect of which was to change the Company’s prior termination date from April 7, 2023 to August 7, 2023, subject to extension by the Company’s board of directors for up to six additional thirty-day periods. In connection therewith, 17,987,408 public shares were tendered for redemption (the “First Redemption”). Immediately after giving effect to the First Redemption, the Company had approximately $51.2 million remaining in the Trust Account. On October 6, 2023 (following approval by the Company’s stockholders at a special meeting (the “October 2023 Special Meeting”)), the Company effected an amendment to its amended and restated certificate of incorporation, the effect of which was to (i) further extend the period of time by which the Company has to consummate an initial business combination to July 31, 2024 (the “New Termination Date”) (the “Extension”) and (ii) provide for the right of a holder of shares of Class B common stock to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. In connection therewith, 2,700,563 public shares were tendered for redemption at a price per share of $10.51 (the “Second Redemption”) and the Sponsor converted 3,000,000 of its shares of Class B common stock into shares of Class A common stock (the “Conversion”). Immediately after giving effect to the Second Redemption, on October 24, 2023, the Company had approximately $24.6 million remaining in the Trust Account. See “Note 8 – Subsequent Events.” On September 27, 2023, the Company, the Sponsor and Focus Impact BHAC Sponsor, LLC (the “New Sponsor”) entered into a Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, subject to satisfaction of certain conditions, the New Sponsor (i) has agreed to purchase an aggregate of 3,746,303 shares of Class B common stock from the Sponsor and each of the anchor investors and 4,160,000 private placement warrants from the Sponsor for an aggregate purchase price of $16,288.27 and (ii) will become the sponsor of the Company (together, the “Purchase”). In connection therewith, the Sponsor also entered into anchor transfer agreements with each of its anchor investors, whereby each anchor agreed, subject to the conditions contained therein, when and as directed by the Sponsor, to transfer 2/3 of their shares of Class B common stock for no consideration; provided, however, upon the request of an anchor investor, the Sponsor shall pay to them $0.0043 per share. The Purchase Agreement closed effective as of November 2, 2023. On November 3, 2023, the Company changed its corporate name to “Focus Impact BH3 Acquisition Company”, pursuant to an amendment to its amended and restated certificate of incorporation filed with the Delaware Secretary of State on November 3, 2023. Class A and Class B Common Stock As of September 30, 2023 (prior to giving effect to the Second Redemption and Conversion), the Company had 10,762,592 shares of common stock issued and outstanding, consisting of 5,012,592 shares of Class A common stock and 5,750,000 shares of Class B common stock, par value $0.0001 per share and the balance in the Company’s Trust Account was $53.3 million. See “Note 8 – Subsequent Events. Going Concern The Company has incurred and expects to continue to incur additional costs in pursuit of its initial Business Combination. The Company has determined that it will not be able to sustain operations for the next twelve months without additional financing. As of September 30, 2023, the Company had approximately $56,600 in its operating bank account available for working capital needs, $53.3 million of cash and investment in liquid securities held in trust, which is not available for working capital needs, and working capital deficit of approximately $2,278,000. To date, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined in Note 4), a Note Payable to Sponsor (Note 4) in the amount of $300,000 and net borrowings of approximately $988,000 pursuant to the Convertible Promissory Note issued to the Sponsor (Note 4). The Company fully repaid the Note Payable to Sponsor on October 7, 2021. As of September 30, 2023, the Convertible Promissory Note had an outstanding principal amount of approximately $988,000. On July 31, 2023, the Company issued a non-interest-bearing promissory no te in the aggregate principal amount of up to $ 1,052,644 to the Sponsor. In connection with the promissory note the Company has extended the Termination Date from August 7, 2023 to September 6, 2023, and then from September 6, 2023 to October 6, 2023. Following approval by the Company’s stockholders at the October 2023 Special Meeting, the Company’s amended and restated certificate of incorporation was amended to further extend the period of time by which the Company has to consummate an initial business combination to the New Termination Date. See “Note 8 – Subsequent Events. Based on the foregoing, our management believes that we will have sufficient working capital to sustain operations for the next twelve months. Subsequent to September 30, 2023, at closing of the Purchase Agreement with New Sponsor on November 2, 2023, the working capital promissory note between the Company and the Sponsor dated November 1, 2022 (in aggregate principal amount of approximately $910,000) and extension promissory note between the Company and the Sponsor dated July 31, 2023 (in aggregate principal amount of $350,881) were terminated and of no further force and effect, resulting in loan forgiveness by the note holder. On November 3, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the New Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party, pursuant to which Polar agreed to make certain capital contributions to the Company of up to $1,200,000 (the “Capital Contribution”) from time to time, at the request of the Company, subject to the terms and conditions of the Subscription Agreement, to the Company. Based on the cash available from the Subscription Agreement, 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 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, and structuring, negotiating and consummating the Business Combination.

Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2—Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Cash, Marketable Securities and Equity Securities Held in Trust Account

The Company had $51.3

$53.3 million.

September 30, 2023


Investment in securities held in Trust Account, at fair value	Cost basis		Gross unrecognized holding gains		Gross unrecognized holding losses		Fair value (level 1)
Mutual funds	$	53,335,870	$	—	$	—	$	53,335,870

December 31, 2022


Held-to-maturity securities, at amortized cost:	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

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “

Fair Value Measurement” (“Topic 820”)

Level 1—Unadjusted quoted prices in active markets for identical financial instruments at the measurement date are used.

The carrying amounts of working capital balances approximate their fair values due to the short maturity of these items.

Convertible Promissory Note

The Company accounts for its convertible promissory note under ASC 815,

Derivatives and Hedging

(“ASC 815”). Under

815-15-25,

non-cash

within change in the fair value of the convertible promissory note in the unaudited condensed statements of operations.

Derivative Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC

815-40,

Offering Costs

The Company complies with the requirements of the ASC paragraph

340-10-S99-1

and SEC Staff Accounting Bulletin (“SAB”) Topic

5A-Expenses

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “

Distinguishing Liabilities from Equity

” (“

Topic 480

All of the 23,000,000

shares of Class A common stock sold as part of the Units in the Initial Public Offering

(5,012,592

$2,220,000 and $1,723,000

of accretion was recorded on Class A common stock, respectively.

Income Taxes

The Company accounts for income taxes under ASC Topic 740,

Income Taxes

(“

Topic740

more-likely-than-not

As of September 30, 2023 and December 31, 2022, the Company had income tax liabilities of approximately

$890,000 and

86,000,

respectively. The provision for income taxes resulted in an expense of approximately

$890,000 and nil

for the nine months ended September 30, 2023 and 2022, respectively. The provision for income taxes resulted in an expense of approximately

645,000

and nil for the three months ended September 30, 2023 and 2022, respectively.

Recent Accounting Standards

Risks and Uncertainties

The Company continues to evaluate the impact of the

COVID-19

pandemic and has concluded that

COVID-19

global emergency in May 2023, restrictions are expected to be lifted.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inflation Reduction Act of 2022

per-share

Net Income (Loss) Per Common Stock

The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts):


	For the three months ended September 30,
	2023			2022
Net income (loss), as reported	$	(701,173	)	$	1,318,234
Reconciliation items:
Deemed dividend to Class A stockholders		(415,659	)		(1,411,236	)

Allocation of net loss, as adjusted	$	(1,116,832	)	$	(93,002	)


	For the nine months ended September 30,
	2023			2022
Net income, as reported	$	1,782,882		$	6,550,195
Reconciliation items:
Deemed dividend to Class A stockholders		(2,220,336	)		(1,722,936	)

Allocation of net income (loss), as adjusted	$	(437,454	)	$	4,827,259


	For the three months ended September 30,
	2023						2022
	Class A			Class B			Class A			Class B

Basic and diluted net income (loss) per share:
Numerator:
Allocation of net loss attributable to common stockholders, as adjusted	$	(520,156)		$	(596,676	)	$	(74,402	)	$	(18,600	)
Allocation of accretion of temporary equity to Class A shares		415,659			—			1,411,236			—

Allocation of net income (loss)	$	(104,497	)	$	(596,676	)	$	1,336,834		$	(18,600	)

Denominator:
Weighted average common stock outstanding, basic and diluted		5,012,592			5,750,000			23,000,000			5,750,000

Basic and diluted net income (loss) per common share	$	(0.02	)	$	(0.10	)	$	0.06		$	(0.00	)


	For the nine months ended September 30,
	2023						2022
	Class A			Class B			Class A			Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss) attributable to common stockholders, as adjusted	$	(203,741	)	$	(233,713	)	$	3,861,807		$	965,452
Allocation of accretion of temporary equity to Class A shares		2,220,336			—			1,722,936			—

Allocation of net income (loss)	$	2,016,595		$	(233,713	)	$	5,584,743		$	965,452

Denominator:
Weighted average common stock outstanding, basic and diluted		5,012,592			5,750,000			23,000,000			5,750,000

Basic and diluted net income (loss) per common share	$	0.40		$	(0.04	)	$	0.24		$	0.17

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2023
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3—Initial Public Offering The registration statement for the Initial Public Offering was declared effective on October 4, 2021. On October 4, 2021, the Company consummated the Initial Public Offering by selling 23,000,000 units at a purchase price of $10.00 (“Units” and, with respect to the shares of Class A common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $230.0 million. Each Unit consists of one Class A Share and one-half Public Warrant. Each whole warrant (“Public Warrant”) entitles the holder to purchase one Class A Share at a price of $11.50 per share. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,400,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to Crixus BH3 Sponsor LLC (the “Sponsor”), generating gross proceeds of $9.6 million, which is described in Note 4. Following the closing of the Initial Public Offering, an amount of $232.3 million ($10.10 per Unit) from the net proceeds of the sale of the units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. Transaction costs from the Initial Public Offering amounted to approximately $22.4 million, consisting of $12.7 million of underwriters’ fees and discounts, $9.3 million for the excess fair value of founder shares attributable to the anchor investors (see Note 4), and $0.5 million of other offering costs, net of third-party vendor credits. Such transaction costs have been allocated to Class A common stock and warrants issued in the Initial Public Offering based on their relative fair values. Accordingly, $1.4 million of the $22.4 million in total transaction costs (which includes $0.6 million of the excess fair value of the Founder Shares sold to anchor investors - see Note 4), has been allocated to the public warrants.

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

Note 4—Related Party Transactions

Founder Shares

Prior to the Initial Public Offering, our Sponsor and directors (the “Initial Stockholders”) purchased an aggregate of 5,750,000 shares of Class B common stock, par value $0.0001 per

share (“Class B common stock,” “Class B Shares” or “founder shares”) for

The founder shares are identical to the shares of our Class A common stock included in the units sold in the offering, except that:

•

the founder shares are subject to certain transfer restrictions, as described in more detail below;

•

pre-initial

•

the founder shares are entitled to registration rights.

Transfer restrictions on founder shares

30-trading

Private Placement Warrants

Indemnity

Convertible Promissory Note

Notes Payable to Sponsor

non-interest

On July 31, 2023, the Company issued a

non-interest

bearing promissory note in the aggregate principal amount of up to $1,052,644

the

Administrative Services Agreement

Stockholders' Deficit

9 Months Ended

Sep. 30, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Deficit

Note 5—Stockholders’ Deficit

Preferred Stock

Common Stock

one-for-one

basis, subject to adjustment for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

The redemption value for Class A Shares reflected on the unaudited condensed balance sheets is reconciled on the following table:


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
Increase in redemption value		182,025

Class A Shares subject to possible redemption as of June 30, 2023		51,930,597
Increase in redemption value		415,659

Class A Shares subject to possible redemption as of September 30, 2023	$	52,346,256

Warrants

provided

Redemption of Warrant Securities when the price per share of Class A common stock equals or exceeds $18.00

Once the Warrant Securities become exercisable, the Company may redeem the outstanding Warrant Securities (except as described herein with respect to the Private Placement Warrants):

•

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

30-day

Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.

Redemption of Warrant Securities when the price per share of Class A common stock equals or exceeds $10.00

Once the Warrant Securities become exercisable, the Company may also redeem the outstanding Warrant Securities (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

10-day

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 6—Fair Value Measurements


	Level		September 30, 2023		December 31, 2022
Assets:
Cash		1	$	56,600	$	13,715
Mutual funds		1	$	53,335,870	$	—
Liabilities:
Public Warrants (1,2)		1	$	576,150	$	1,363,900
Private Placement Warrants (1)		3	$	320,640	$	759,040
Convertible Promissory Notes		3	$	197,680	$	300,000

(1)

The Warrants are accounted for as liabilities in accordance with Subtopic

815-40

(2)

re-classified

from Level 3 to Level 1 to reflect those observable inputs for identical instruments in active markets now exists.

Warrant Liability

one-half


	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
Change in fair value		(698,880	)		(1,255,800	)		(1,954,680	)

Fair value as of June 30, 2023		133,120			239,200			372,320
Change in fair value		187,520			336,950			524,470

Fair value as of September 30, 2023	$	320,640		$	576,150		$	896,790

Convertible Promissory Notes


Input	Input Values as of September 30, 2023
Private Warrant Value per Share	$	0.05
Probability of successful business combination		20.0	%
Value per conversion warrant in business combination scenario	$	0.25
Conversion price per warrant	$	1.50

The following table presents the changes in the fair value of the Level 3 Convertible Promissory Note:


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
Proceeds received through Convertible Promissory Note		202,509
Deemed Contribution by Sponsor		(202,509	)
Change in fair value		(243,274	)

Fair value as of June 30, 2023		63,093
Proceeds received through Convertible Promissory Note		78,402
Change in fair value		56,185

Fair value as of September 30, 2023	$	197,680

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during period ended September 30, 2023 for the Convertible Promissory Note.

Commitments	9 Months Ended
Commitments	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 7—Commitments Registration Rights Pursuant to a registration and stockholder rights agreement dated October 4, 2021, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4.6 million. In addition, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $8.1 million. The deferred commission was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement. Effective as of November 2, 2023, the underwriters agreed to waive the deferred underwriting fee.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 8—Subsequent Events As of October 6, 2023, the Sponsor and the New Sponsor entered into Non-Redemption Agreements on substantially the same terms with certain stockholders of the Company, pursuant to which such stockholders agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,946,794 Non-Redeemed Shares in connection with the October 2023 Special Meeting. In exchange for the foregoing commitments not to redeem such shares of Class A common stock, the New Sponsor agreed to transfer an aggregate of 389,359 shares of Common Stock held by the New Sponsor to such stockholders immediately following consummation of an initial business combination if they continued to hold such Non-Redeemed Shares through the October 2023 Special Meeting. On October 6, 2023, following approval by the Company’s stockholders at the October 2023 Special Meeting, the Company effected an amendment to its amended and restated certificate of incorporation, the effect of which was to (i) further extend the period of time by which the Company has to consummate an initial business combination to the New Termination Date and (ii) provide for the right of a holder of shares of Class B common stock to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. In connection therewith, 2,700,563 public shares were tendered for redemption and the Sponsor converted 3,000,000 of its shares of Class B common stock into shares of Class A common stock. Upon conversion of Class B common stock to Class A common stock, such Class A common stock will not be entitled to receive funds from the trust account through redemptions or otherwise and will remain subject to the existing transfer restrictions. Immediately after giving effect to the Second Redemption and the Conversion, on October 24, 2023, the Company had approximately $24.6 million remaining in the Trust Account, and 5,312,029 shares of Class A common stock (including the 3,000,000 converted shares of Class B common stock) and 2,750,000 shares of Class B Common Stock outstanding. In connection with the closing of the transactions contemplated by the Purchase Agreement, the New Sponsor (i) purchased an aggregate of 3,746,303 shares of Class A common stock, par value $0.0001 per share and Class B common stock, par value $0.0001 per share, from the Sponsor and certain other shareholders of the Company and 4,160,000 private placement warrants from the Sponsor for an aggregate purchase price of $16,288.27 and (ii) became the sponsor of the Company (together, the “Purchase”). The Purchase closed as of November 2, 2023. In connection with the closing of the Purchase, the New Sponsor, among other things, joined as a party to (i) the Letter Agreement, dated October 4, 2021, by and between the Company and the Sponsor (the “Letter Agreement,”) and (ii) the Registration and Stockholder Rights Agreement, dated October 4, 2021, among the Company, the Sponsor and certain security holders party thereto. On November 3, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the New Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party, pursuant to which Polar agreed to make certain capital contributions to the Company of up to $1,200,000 (the “Capital Contribution”) from time to time, at the request of the Company, subject to the terms and conditions of the Subscription Agreement, to the Company. Pursuant to the Subscription Agreement, the Capital Contribution shall be repaid to Polar by the Company within five (5) business days of the Company closing an initial business combination (the “Closing”). Polar may elect to receive such repayment (i) in cash or (ii) in shares of common stock of the surviving entity in such initial business combination (the “Surviving Entity”) at a rate of one share of common stock for each ten dollars ($10.00) of the Capital Contribution that is funded. Additionally, in consideration of the Capital Contribution, at the Closing, the Surviving Entity will issue to Polar one share of common stock for each dollar of Capital Contribution that is funded prior to the Closing. On November 3, 2023, the Company changed its corporate name to “Focus Impact BH3 Acquisition Company”, pursuant to an amendment to its amended and restated certificate of incorporation (the “Amendment”) filed with the Delaware Secretary of State onNovember 3, 2023 (the “Name Change”). Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the Name Change and it does not affect the rights of the Company’s stockholders. The Company evaluated subsequent events and transactions that occurred after the balance sheet date of September 30, 2023 through the date that these unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Cash, Marketable Securities and Equity Securities Held in Trust Account

The Company had $51.3

$53.3 million.

September 30, 2023


Investment in securities held in Trust Account, at fair value	Cost basis		Gross unrecognized holding gains		Gross unrecognized holding losses		Fair value (level 1)
Mutual funds	$	53,335,870	$	—	$	—	$	53,335,870

December 31, 2022


Held-to-maturity securities, at amortized cost:	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

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “

Fair Value Measurement” (“Topic 820”)

Level 1—Unadjusted quoted prices in active markets for identical financial instruments at the measurement date are used.

The carrying amounts of working capital balances approximate their fair values due to the short maturity of these items.

Convertible Promissory Note

The Company accounts for its convertible promissory note under ASC 815,

Derivatives and Hedging

(“ASC 815”). Under

815-15-25,

non-cash

within change in the fair value of the convertible promissory note in the unaudited condensed statements of operations.

Derivative Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC

815-40,

Offering Costs

The Company complies with the requirements of the ASC paragraph

340-10-S99-1

and SEC Staff Accounting Bulletin (“SAB”) Topic

5A-Expenses

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “

Distinguishing Liabilities from Equity

” (“

Topic 480

All of the 23,000,000

shares of Class A common stock sold as part of the Units in the Initial Public Offering

(5,012,592

$2,220,000 and $1,723,000

of accretion was recorded on Class A common stock, respectively.

Income Taxes

The Company accounts for income taxes under ASC Topic 740,

Income Taxes

(“

Topic740

more-likely-than-not

As of September 30, 2023 and December 31, 2022, the Company had income tax liabilities of approximately

$890,000 and

86,000,

respectively. The provision for income taxes resulted in an expense of approximately

$890,000 and nil

for the nine months ended September 30, 2023 and 2022, respectively. The provision for income taxes resulted in an expense of approximately

645,000

and nil for the three months ended September 30, 2023 and 2022, respectively.

Recent Accounting Standards

Risks and Uncertainties

The Company continues to evaluate the impact of the

COVID-19

pandemic and has concluded that

COVID-19

global emergency in May 2023, restrictions are expected to be lifted.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inflation Reduction Act of 2022

per-share

Net Income (Loss) Per Common Share

Net Income (Loss) Per Common Stock

The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts):


	For the three months ended September 30,
	2023			2022
Net income (loss), as reported	$	(701,173	)	$	1,318,234
Reconciliation items:
Deemed dividend to Class A stockholders		(415,659	)		(1,411,236	)

Allocation of net loss, as adjusted	$	(1,116,832	)	$	(93,002	)


	For the nine months ended September 30,
	2023			2022
Net income, as reported	$	1,782,882		$	6,550,195
Reconciliation items:
Deemed dividend to Class A stockholders		(2,220,336	)		(1,722,936	)

Allocation of net income (loss), as adjusted	$	(437,454	)	$	4,827,259


	For the three months ended September 30,
	2023						2022
	Class A			Class B			Class A			Class B

Basic and diluted net income (loss) per share:
Numerator:
Allocation of net loss attributable to common stockholders, as adjusted	$	(520,156)		$	(596,676	)	$	(74,402	)	$	(18,600	)
Allocation of accretion of temporary equity to Class A shares		415,659			—			1,411,236			—

Allocation of net income (loss)	$	(104,497	)	$	(596,676	)	$	1,336,834		$	(18,600	)

Denominator:
Weighted average common stock outstanding, basic and diluted		5,012,592			5,750,000			23,000,000			5,750,000

Basic and diluted net income (loss) per common share	$	(0.02	)	$	(0.10	)	$	0.06		$	(0.00	)


	For the nine months ended September 30,
	2023						2022
	Class A			Class B			Class A			Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss) attributable to common stockholders, as adjusted	$	(203,741	)	$	(233,713	)	$	3,861,807		$	965,452
Allocation of accretion of temporary equity to Class A shares		2,220,336			—			1,722,936			—

Allocation of net income (loss)	$	2,016,595		$	(233,713	)	$	5,584,743		$	965,452

Denominator:
Weighted average common stock outstanding, basic and diluted		5,012,592			5,750,000			23,000,000			5,750,000

Basic and diluted net income (loss) per common share	$	0.40		$	(0.04	)	$	0.24		$	0.17

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Summary of debt securities, held-to-maturity

The Company estimated the expected credit loss for each security in its portfolio using the probability-of-default method. The Company concluded there were no expected losses as of December 31, 2022. During August 2023, the Company moved all the trust investments to a mutual fund that invests in cash, U.S. Treasury bills, notes, and other obligations with a dollar-weighted average maturity of 60 days or less. The mutual fund is considered a cash equivalent as the weighted average maturity is less than 90 days, the Company has the ability to redeem the fund’s shares on a daily basis, and the fund’s investment attributes are consistent with the investment attributes of an SEC registered money market fund. The estimated fair values of the mutual fund held in the Trust Account are determined using available market information. As of September 30, 2023, the equity securities in mutual funds held totaled53.3

September 30, 2023


Investment in securities held in Trust Account, at fair value	Cost basis		Gross unrecognized holding gains		Gross unrecognized holding losses		Fair value (level 1)
Mutual funds	$	53,335,870	$	—	$	—	$	53,335,870

December 31, 2022


Held-to-maturity securities, at amortized cost:	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

Summary of basic and diluted net income per common share

The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts):


	For the three months ended September 30,
	2023			2022
Net income (loss), as reported	$	(701,173	)	$	1,318,234
Reconciliation items:
Deemed dividend to Class A stockholders		(415,659	)		(1,411,236	)

Allocation of net loss, as adjusted	$	(1,116,832	)	$	(93,002	)


	For the nine months ended September 30,
	2023			2022
Net income, as reported	$	1,782,882		$	6,550,195
Reconciliation items:
Deemed dividend to Class A stockholders		(2,220,336	)		(1,722,936	)

Allocation of net income (loss), as adjusted	$	(437,454	)	$	4,827,259


	For the three months ended September 30,
	2023						2022
	Class A			Class B			Class A			Class B

Basic and diluted net income (loss) per share:
Numerator:
Allocation of net loss attributable to common stockholders, as adjusted	$	(520,156)		$	(596,676	)	$	(74,402	)	$	(18,600	)
Allocation of accretion of temporary equity to Class A shares		415,659			—			1,411,236			—

Allocation of net income (loss)	$	(104,497	)	$	(596,676	)	$	1,336,834		$	(18,600	)

Denominator:
Weighted average common stock outstanding, basic and diluted		5,012,592			5,750,000			23,000,000			5,750,000

Basic and diluted net income (loss) per common share	$	(0.02	)	$	(0.10	)	$	0.06		$	(0.00	)


	For the nine months ended September 30,
	2023						2022
	Class A			Class B			Class A			Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss) attributable to common stockholders, as adjusted	$	(203,741	)	$	(233,713	)	$	3,861,807		$	965,452
Allocation of accretion of temporary equity to Class A shares		2,220,336			—			1,722,936			—

Allocation of net income (loss)	$	2,016,595		$	(233,713	)	$	5,584,743		$	965,452

Denominator:
Weighted average common stock outstanding, basic and diluted		5,012,592			5,750,000			23,000,000			5,750,000

Basic and diluted net income (loss) per common share	$	0.40		$	(0.04	)	$	0.24		$	0.17

Stockholders' Deficit (Tables)

9 Months Ended

Sep. 30, 2023

Temporary Equity Disclosure [Abstract]

Summary of The redemption value for Class A Shares reflected on the balance sheets

The redemption value for Class A Shares reflected on the unaudited condensed balance sheets is reconciled on the following table:


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
Increase in redemption value		182,025

Class A Shares subject to possible redemption as of June 30, 2023		51,930,597
Increase in redemption value		415,659

Class A Shares subject to possible redemption as of September 30, 2023	$	52,346,256

Fair Value Measurements - (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule Of Information About Derivative Liabilities Measured At Fair Value On A Recurring Basis


	Level		September 30, 2023		December 31, 2022
Assets:
Cash		1	$	56,600	$	13,715
Mutual funds		1	$	53,335,870	$	—
Liabilities:
Public Warrants (1,2)		1	$	576,150	$	1,363,900
Private Placement Warrants (1)		3	$	320,640	$	759,040
Convertible Promissory Notes		3	$	197,680	$	300,000

(1)

The Warrants are accounted for as liabilities in accordance with Subtopic

815-40

(2)

re-classified

from Level 3 to Level 1 to reflect those observable inputs for identical instruments in active markets now exists.

Schedule Of Estimated Fair Value Of Convertible Promissory Notes Based On Significant Inputs


Input	Input Values as of September 30, 2023
Private Warrant Value per Share	$	0.05
Probability of successful business combination		20.0	%
Value per conversion warrant in business combination scenario	$	0.25
Conversion price per warrant	$	1.50

Schedule Of Changes in The Fair Value Of Warrant Liabilites

The following table presents the changes in the fair value of warrant liabilities:


	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
Change in fair value		(698,880	)		(1,255,800	)		(1,954,680	)

Fair value as of June 30, 2023		133,120			239,200			372,320
Change in fair value		187,520			336,950			524,470

Fair value as of September 30, 2023	$	320,640		$	576,150		$	896,790

Convertible Promissory Notes [Member]

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule Of Changes in The Fair Value Of Warrant Liabilites

The following table presents the changes in the fair value of the Level 3 Convertible Promissory Note:


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
Proceeds received through Convertible Promissory Note		202,509
Deemed Contribution by Sponsor		(202,509	)
Change in fair value		(243,274	)

Fair value as of June 30, 2023		63,093
Proceeds received through Convertible Promissory Note		78,402
Change in fair value		56,185

Fair value as of September 30, 2023	$	197,680

Organization and Plan of Business Operations - Additional Information (Detail) - USD ($)				9 Months Ended
	Nov. 01, 2023	Oct. 24, 2023	Oct. 06, 2023	Sep. 30, 2023	Nov. 03, 2023	Sep. 27, 2023	Jul. 31, 2023	Dec. 31, 2022	Dec. 07, 2022	Nov. 01, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Temporary Equity, Shares Outstanding				5,012,592
Common Stock, Shares, Issued				10,762,592
Common Stock, Shares, Outstanding				10,762,592
Common Stock, Par or Stated Value Per Share				$ 0.0001
Assets Held-in-trust, Noncurrent				$ 53,335,870				$ 51,340,014
Debt Instrument, Face Amount				350,881.44
Cash and Cash Equivalents, at Carrying Value				56,600
Net Working Capital				2,278,000
Proceeds from Related Party Debt				350,880
Notes payable, current				350,880
Convertible Debt, Fair Value Disclosures				988,000
Investment in equity securities held in Trust Account, at fair value				$ 53,300,000
After Giving Effect to Second Redemption [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Temporary Equity, Shares Outstanding				2,312,029
Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchase price for purchase of common stock and private placement warrants						$ 16,288.27
Anchor Transfer Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transfer price per share						$ 0.0043
Working Capital Promissory Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt Instrument, Face Amount	$ 910,000
Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from Related Party Debt				$ 25,000
Notes payable, current								$ 300,000
Sponsor [Member] \| Unsecured Convertible Promissory Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt Instrument, Face Amount				$ 988,000						$ 1,500,000
Sponsor [Member] \| July 2023 Promissory Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt Instrument, Interest Rate, Effective Percentage							0.00%
Long-Term Debt, Gross							$ 1,052,644
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of fair market value of target business to asset held in trust account				80.00%
Net tangible assets required for consummation of business combination				$ 5,000,001
Percentage of Redeeming Shares of Public Shares Without The Companys Prior Written Consent				15.00%
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				$ 10.1
Dissolution expense				$ 100,000
Private Placement Warrants [Member] \| Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of private placement warrants to be purchased						4,160,000
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				$ 18
Temporary Equity, Shares Outstanding				5,012,592				5,012,592	17,987,408
Common Stock, Shares, Issued				5,012,592				5,012,592
Common Stock, Shares, Outstanding				5,012,592				5,012,592
Common Stock, Par or Stated Value Per Share				$ 0.0001				$ 0.0001
Assets Held-in-trust, Noncurrent									$ 51,200,000
Investment in equity securities held in Trust Account, at fair value				$ 53,300,000
Public Shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				$ 10.1
Common Class B [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Shares, Issued				5,750,000				5,750,000
Common Stock, Shares, Outstanding				5,750,000				5,750,000
Common Stock, Par or Stated Value Per Share				$ 0.0001				$ 0.0001
Number of shares converted in a transaction				3,000,000
Common Class B [Member] \| Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of common stock to be purchased						3,746,303
Post Business Combination [Member] \| Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of voting interests acquired				50.00%
Post Business Combination [Member] \| Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				$ 0.0001
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares converted in a transaction			2,700,563
Investment in equity securities held in Trust Account, at fair value		$ 24,600,000
Subsequent Event [Member] \| Conversion of Class B Common Stock into shares of Class A Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares converted in a transaction			3,000,000
Investment in equity securities held in Trust Account, at fair value		$ 24,600,000
Subsequent Event [Member] \| Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of common stock to be purchased			3,746,303
Aggregate purchase price for purchase of common stock and private placement warrants			$ 16,288.27
Subsequent Event [Member] \| Polar Multi Strategy Master Fund [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, value, subscriptions					$ 1,200,000
Subsequent Event [Member] \| Working Capital Promissory Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gross amount of debt extinguished	$ 350,881
Subsequent Event [Member] \| Sponsor [Member] \| Conversion of Class B Common Stock into shares of Class A Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares converted in a transaction			3,000,000
Subsequent Event [Member] \| Private Placement Warrants [Member] \| Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of private placement warrants to be purchased			4,160,000
Subsequent Event [Member] \| Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Shares, Outstanding		5,312,029
Temporary equity stock redeemed or called during period, shares			2,700,563
Temporary equity stock redemption price per share			$ 10.51
Subsequent Event [Member] \| Common Class A [Member] \| Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Par or Stated Value Per Share			0.0001
Subsequent Event [Member] \| Common Class B [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Shares, Outstanding		2,750,000
Number of shares converted in a transaction		3,000,000
Subsequent Event [Member] \| Common Class B [Member] \| Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Par or Stated Value Per Share			$ 0.0001

Significant Accounting Policies - Summary of debt securities, held-to-maturity (Detail) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Mutual funds [Member] \| Fair value (Level 1) [Member]
Schedule of Held-to-Maturity Securities [Line Items]
Cost basis	$ 53,335,870
Gross unrecognized holding gains	0
Gross unrecognized holding losses	0
Fair value (level 1)	$ 53,335,870
U.S. Treasury securities [Member] \| Fair value (Level 2) [Member]
Schedule of Held-to-Maturity Securities [Line Items]
Amortized cost basis		$ 51,340,014
Gross unrecognized holding gains		0
Gross unrecognized holding losses		(3,293)
Fair value (level 2)		$ 51,336,721

Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Common Share (Detail) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Net income (loss)	$ (701,173)	$ 2,405,303	$ 78,752	$ 1,318,234	$ 4,876,165	$ 355,796	$ 1,782,882	$ 6,550,195
Deemed dividend to Class A stockholders	(415,659)			(1,411,236)			(2,220,336)	(1,722,936)
Allocation of net income (loss), as adjusted	(1,116,832)			(93,002)			(437,454)	4,827,259
Common Class A [Member]
Net income (loss)							(203,741)	3,861,807
Allocation of net loss attributable to common stockholders, as adjusted	(520,156)			(74,402)
Allocation of accretion of temporary equity to Class A shares	415,659			1,411,236			2,220,336	1,722,936
Allocation of net income (loss)	$ (104,497)			$ 1,336,834			$ 2,016,595	$ 5,584,743
Weighted average shares outstanding, Basic	5,012,592			23,000,000			5,012,592	23,000,000
Weighted average shares outstanding, Diluted	5,012,592			23,000,000			5,012,592	23,000,000
Net income (loss) per share, Basic	$ (0.02)			$ 0.06			$ 0.4	$ 0.24
Net income (loss) per share, Diluted	$ (0.02)			$ 0.06			$ 0.4	$ 0.24
Common Class B [Member]
Net income (loss)							$ (233,713)	$ 965,452
Allocation of net loss attributable to common stockholders, as adjusted	$ (596,676)			$ (18,600)
Allocation of accretion of temporary equity to Class A shares	0			0			0	0
Allocation of net income (loss)	$ (596,676)			$ (18,600)			$ (233,713)	$ 965,452
Weighted average shares outstanding, Basic	5,750,000			5,750,000			5,750,000	5,750,000
Weighted average shares outstanding, Diluted	5,750,000			5,750,000			5,750,000	5,750,000
Net income (loss) per share, Basic	$ (0.1)			$ 0			$ (0.04)	$ 0.17
Net income (loss) per share, Diluted	$ (0.1)			$ 0			$ (0.04)	$ 0.17

Significant Accounting Policies - Additional Information (Detail) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 04, 2021	Aug. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 07, 2022	Aug. 16, 2022
Cash			$ 56,600		$ 56,600		$ 13,715
Unrecognized tax benefits			0		0
Accrued for interest and penalties			0		0		0
FDIC insured amount			250,000		250,000
Cash and marketable securities held-to-maturity in Trust Account, at amortized cost			53,335,870		53,335,870		51,340,014
Deferred income tax liabilities			890,000		890,000		$ 86,000
Provision for income taxes			$ 645,032	$ 0	889,614
Income tax related expenses					$ 890,000	$ 0
Temporary Equity, Shares Outstanding			5,012,592		5,012,592
Number of days determining the maturity of investment		60 days
Term of restricted investments		90 days
BHACU Related Party Loan [Member]
Debt instrument conversion price per share			$ 1.5	$ 1.5	$ 1.5	$ 1.5
Equity Funds [Member]
Investments			$ 53,300,000		$ 53,300,000
Inflation Reduction Act Two Thousand And Twenty Two [Member]
Percentage Of excise tax rate									1.00%
Common Class A [Member]
Cash and marketable securities held-to-maturity in Trust Account, at amortized cost								$ 51,200,000
Temporary Equity, Shares Outstanding			5,012,592		5,012,592		5,012,592	17,987,408
Accretion of Class A common stock to redemption value adjustment					$ 2,220,000	$ 1,723,000
Warrants					17,896,782	17,896,782
Common Class A [Member] \| IPO [Member]
Stock issued during period shares	23,000,000				23,000,000
Common Class B [Member]
Conversion of Stock, Shares Converted					3,000,000

Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions			9 Months Ended
	Oct. 07, 2021	Oct. 04, 2021	Sep. 30, 2023
Gross proceeds from Issuance Of Common Stock
Transaction cost			$ 22.4
Underwriters' fees and discounts			12.7
Other offering costs			0.5
Private Placement Warrants [Member]
Gross proceeds from Issuance Of Common Stock
Underwriters' fees and discounts			$ 4.6
Class of warrants and rights issued during the period	6,400,000		6,400,000
Class of warrants and rights issued, price per warrant	$ 1.5		$ 1.5
Proceeds from Issuance of Private Placement	$ 9.6		$ 9.6
Maximum [Member]
Gross proceeds from Issuance Of Common Stock
Share price			$ 10.1
Excess fair value of the founder shares			$ 9.3
Minimum [Member]
Gross proceeds from Issuance Of Common Stock
Transaction cost			1.4
Excess fair value of the founder shares			$ 0.6
Common Class A [Member]
Gross proceeds from Issuance Of Common Stock
Share price			$ 18
IPO [Member]
Gross proceeds from Issuance Of Common Stock
Share price			$ 10.1
Proceeds from issuance or sale of equity			$ 232.3
Transaction cost			$ 22.4
IPO [Member] \| Public Warrants [Member]
Gross proceeds from Issuance Of Common Stock
Share price			$ 11.5
Initial public offering effective date		Oct. 04, 2021
IPO [Member] \| Common Class A [Member]
Gross proceeds from Issuance Of Common Stock
Stock issued during period shares		23,000,000	23,000,000
Share price		$ 10
Proceeds from Issuance of Common Stock		$ 230.0

Related Party Transactions - Additional Information (Detail) - USD ($)				3 Months Ended		9 Months Ended		10 Months Ended
	Oct. 07, 2021	Oct. 06, 2021	Oct. 04, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Jul. 31, 2023	Dec. 31, 2022	Nov. 01, 2022	Mar. 12, 2021
Related Party Transaction [Line Items]
Debt instrument, face amount				$ 350,881.44		$ 350,881.44
Notes payable, current				350,880		350,880
Payments to underwriting discounts						12,700,000
Repayments of convertible debt						300,000
Gain loss on changes in fair value of convertible promissory note				(56,185)		360,789
Proceeds from notes payable contribution from Sponsor						350,880
Asset, held-in-trust									$ 1,052,644
Convertible Promissory Notes [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount				700,000		700,000
Debt instrument, fair value				$ 300,000		300,000
Proceeds from notes payable contribution from Sponsor						$ 400,000
Maximum [Member]
Related Party Transaction [Line Items]
Share price				$ 10.1		$ 10.1
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class Of Warrants and Rights Issued During the Period	6,400,000					6,400,000
Class Of Warrants and Rights Issued Price Per Warrant	$ 1.5					$ 1.5
Proceeds from Issuance of Private Placement	$ 9,600,000					$ 9,600,000
Threshold Period To Transfer Assign Or Sell Of Warrants After The Completion Of The Business Combination	30 days
Payments to underwriting discounts						4,600,000
Other offering costs						800,000
Proceeds from private placement warrant designated for operation use						$ 2,000,000
Common Class A [Member]
Related Party Transaction [Line Items]
Share price				18		$ 18
IPO [Member]
Related Party Transaction [Line Items]
Share price				$ 10.1		$ 10.1
IPO [Member] \| Common Class A [Member]
Related Party Transaction [Line Items]
Stock issued during period shares			23,000,000			23,000,000
Share price			$ 10
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5
Sponsor [Member]
Related Party Transaction [Line Items]
Notes payable, current										$ 300,000
Proceeds from notes payable contribution from Sponsor						$ 25,000
Sponsor [Member] \| Unsecured Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount				$ 988,000		988,000					$ 1,500,000
Repayments of convertible debt						300,000
Gain loss on changes in fair value of convertible promissory note						400,000
Sponsor [Member] \| Related Party Loans [Member]
Related Party Transaction [Line Items]
Debt Instrument Convertible Into Warrants Value				$ 1,500,000		$ 1,500,000
Debt instrument conversion price per share				$ 1.5		$ 1.5
Affiliate of the Sponsor [Member] \| Administration Services Agreement [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction				$ 0	$ 45,000	$ 45,000	$ 135,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Stock issued during period shares	5,750,000
Stock issued during period, value, new issue	$ 25,000					$ 1,000,000
Shares issued, price per share	$ 0.004
Investment of cash in Trust Account	$ 25,000
Percentage of ownership held by initial shareholders								20.00%
Shares issued, shares, share-based payment arrangement, forfeited		750,000
Percentage of maximum units purchased in the Initial Public Offering		9.90%
Initial shares transferred to the investors shares						1,450,758
Percentage of initial shares purchased by the investors						100.00%
Fair value of common stock				$ 9,300,000		$ 9,300,000
Excess of fair value of common stock over the purchase price						$ 5,803
Fair value of common stock per share value				$ 6.4		$ 6.4
Deemed issuance costs per share				$ 0.004		$ 0.004
Financial liabilities fair value disclosure				$ 600,000		$ 600,000
Founder Shares [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Shares issued, price per share	$ 0.0001
Percentage of public shares to be redeemed In case business combination is not consummated				100.00%		100.00%
Lock in period of shares						1 year
Share price				$ 12		$ 12
Number of trading days for determining the share price						20 days
Number of consecutive trading days for determining the share price						30 days
Waiting period after business combination for determining the share price						150 days
Founder Shares [Member] \| IPO [Member]
Related Party Transaction [Line Items]
Stock issued during period shares		22,980,000
Founder Shares [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period shares		1,450,758
Shares issued, price per share		$ 0.004
Shares issued, shares, share-based payment arrangement, forfeited								750,000
Sponsor Promissory Note [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount												$ 300,000
Notes payable, current								$ 100,000
Sponsor Promissory Note [Member] \| Sponsor [Member] \| Administration Services Agreement [Member]
Related Party Transaction [Line Items]
Administration expenses payable to related party								$ 15,000

Stockholders' Deficit - Summary of The redemption value for Class A Shares reflected on the balance sheets (Detail) - USD ($)	3 Months Ended				10 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Plus:
Accretion/Increase in redemption value	$ 415,659	$ 182,025	$ 1,622,652	$ 1,722,936
Class A Shares subject to possible redemption	52,346,256					$ 50,125,920
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds received from Initial Public Offering					$ 230,000,000
Less:
Offering costs allocated to Public Shares					25,455,164
Plus:
Redemption of Class A Shares						(183,844,056)
Accretion/Increase in redemption value	415,659	182,025	1,622,652		(25,455,164)	3,969,976
Class A Shares subject to possible redemption	$ 52,346,256	$ 51,930,597	$ 51,748,572		$ 230,000,000	$ 50,125,920

Stockholders' Deficit - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock par or stated value per share	$ 0.0001
Common stock shares issued	10,762,592
Common stock shares outstanding	10,762,592
Percentage of ownership of the common stock issued and outstanding	20.00%
Number Of Days Within Which Securities Registration Shall Be Effective	60 days
Number Of Days After The Closing Of The Initial Business Combination Within Which The Securities Shall Be Filed	20 days
Common Stock, Shares Subscribed but Unissued	6,419	3,482,975
Maximum [Member]
Class of Stock [Line Items]
Share Price	$ 10.1
Share Price Equals Or Exceeds Ten USD [Member]
Class of Stock [Line Items]
Class Of Warrant Or Rights Redemption Price Per Warrant	$ 0.1
Minimum Notice Period	30 days
Public Warrants [Member]
Class of Stock [Line Items]
Period To Exercise Warrants After Business Combination	30 days
Number Of Months From The Closing Of The Initial Public Offering From Which Class Of Warrant Or Right Becomes Exercisable	12 months
Class of Warrant or Right, Outstanding	11,496,782	11,496,782
Class Of Warrant Or Rights Redemption Price Per Warrant	$ 0.01
Minimum Notice Period	30 days
Public Warrants [Member] \| Event Triggering Adjustment To Exercise Price Of Warrants [Member]
Class of Stock [Line Items]
Share Price	$ 9.2
Adjusted exercise price of warrants percentage	115.00%
Proceeds to be used for effectuating business combination as a percentage of the total proceeds	60.00%
Volume Weighted Average Price Per Share	9.20%
Public Warrants [Member] \| Maximum [Member]
Class of Stock [Line Items]
Warrants Exercisable In Connection With Redemption Feature	0.361
Public Warrants [Member] \| Share Price Equals Or Exceeds Eighteen USD [Member] \| Event Triggering Adjustment To Exercise Price Of Warrants [Member]
Class of Stock [Line Items]
Share Price	$ 18
Adjusted share price percentage	180.00%
Public Warrants [Member] \| Share Price Equals Or Exceeds Ten USD [Member] \| Event Triggering Adjustment To Exercise Price Of Warrants [Member]
Class of Stock [Line Items]
Share Price	$ 10
Adjusted share price percentage	100.00%
Public Warrants [Member] \| Share Price Equals Or Exceeds Ten USD [Member] \| Maximum [Member]
Class of Stock [Line Items]
Share Price	$ 18
Public Warrants [Member] \| Share Price Equals Or Exceeds Ten USD [Member] \| Minimum [Member]
Class of Stock [Line Items]
Share Price	$ 10
Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	6,400,000	6,400,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized	200,000,000	200,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares issued	5,012,592	5,012,592
Common stock shares outstanding	5,012,592	5,012,592
Share Price	$ 18
Number Of Trading Days Determining Share Price	20 days
Number Of Consecutive Trading Days Determining Share Price	30 days
Trading Days for Determining for Volume Weighted Average Price Of Common Stock	10 days
Number of units	1
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized	20,000,000	20,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares issued	5,750,000	5,750,000
Common stock shares outstanding	5,750,000	5,750,000
Common Stock, Voting Rights	one
Common Stock, Conversion Basis	one-for-one

Fair Value Measurements - Schedule of Information About Derivative Liabilities Measured At Fair Value On A Recurring Basis (Detail) - USD ($)

Sep. 30, 2023

Dec. 31, 2022

Liabilities:

Convertible Promissory Notes

$ 988,000

Level 1 [Member] | Fair Value Measurement Recurring [Member]

Assets:

Cash

56,600

$ 13,715

Level 1 [Member] | Fair Value Measurement Recurring [Member] | Equity Funds [Member]

Assets:

Mutual funds

53,335,870

Level 1 [Member] | Fair Value Measurement Recurring [Member] | Public Warrants [Member]

Liabilities:

Derivative Liability

^[1],[2]

576,150

1,363,900

Level 3 [Member] | Fair Value Measurement Recurring [Member]

Liabilities:

Convertible Promissory Notes

197,680

300,000

Level 3 [Member] | Fair Value Measurement Recurring [Member] | Private Placement Warrants [Member]

Liabilities:

Derivative Liability

^[2]

$ 320,640

$ 759,040

[1]	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.
[2]	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.

Fair Value Measurements - Schedule of Changes in The Fair Value Of Warrant Liabilities (Detail) - USD ($)	3 Months Ended				12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2022
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]				Fair Value Adjustment of Warrants
Private Placement Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial Measurement				$ 8,640,000
Change in Fair Value	$ 187,520	$ (698,880)	$ 72,960	(5,425,077)	$ (2,455,883)
Fair value	320,640	133,120	832,000	3,214,923	759,040
Public Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial Measurement				14,720,000
Change in Fair Value	336,950	(1,255,800)	131,100	(8,975,750)	(4,380,350)
Fair value	576,150	239,200	1,495,000	5,744,250	1,363,900
Warrant Liabilities [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial Measurement				23,360,000
Change in Fair Value	524,470	(1,954,680)	204,060	(14,400,827)	(6,836,233)
Fair value	$ 896,790	$ 372,320	$ 2,327,000	$ 8,959,173	$ 2,122,940

Fair Value Measurements - Schedule Estimated Fair Value Of Convertible Promissory Notes Based On Significant Inputs (Detail) - Convertible Promissory Notes [Member]	Sep. 30, 2023
Private Warrant Value per Share [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.05
Probability of successful business combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	20
Value per conversion warrant in business combination scenario [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.25
Conversion price per warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	1.5

Fair Value Measurements - Schedule Of Changes In The Fair Value Of Level 3 Convertible Promissory Note (Detail) - Convertible Promissory Notes [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 63,093	$ 306,367	$ 300,000
Proceeds received through Convertible Promissory Note	78,402	202,509	707,491
Payments on Convertible Promissory Note			(300,000)
Deemed Contribution by Sponsor		(202,509)	(227,424)
Change in fair value	56,185	(243,274)	(173,700)
Ending Balance	$ 197,680	$ 63,093	$ 306,367

Fair Value Measurements - Additional information (Detail) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 3 [Member]
FairValueDisclosures [Line Items]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net	$ 0
Public Warrants [Member]
FairValueDisclosures [Line Items]
Class Of Warrants Or Rights Fair Value Per Warrant	$ 0.05	$ 0.12
Aggregate Fair Value Of Warrants	$ 600,000	$ 1,400,000
Private Placement Warrants [Member]
FairValueDisclosures [Line Items]
Class Of Warrants Or Rights Fair Value Per Warrant	$ 0.05	$ 0.12
Aggregate Fair Value Of Warrants	$ 300,000	$ 800,000

Commitments - Additional Information (Detail) $ in Millions	9 Months Ended
Commitments - Additional Information (Detail) $ in Millions	Sep. 30, 2023 USD ($) Number
Loss Contingencies [Line Items]
Payments for underwriting expenses	$ 12.7
Registration Rights Agreement [Member]
Loss Contingencies [Line Items]
Number of demands that can be made \| Number	3
Underwriting Agreement [Member]
Loss Contingencies [Line Items]
Percentage of gross proceeds of the initial public offering paid as underwriting discount	2.00%
Payments for underwriting expenses	$ 4.6
Percentage of gross proceeds of the initial public offering held in the trust account entitled as deferred underwriting discount	3.50%
Deferred underwriting discount payable	$ 8.1

Subsequent Events - Additional Information (Detail) - USD ($)			9 Months Ended
	Oct. 24, 2023	Oct. 06, 2023	Sep. 30, 2023	Nov. 03, 2023	Sep. 27, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Investment in equity securities held in Trust Account, at fair value			$ 53,300,000
Common stock shares outstanding			10,762,592
Common Stock, Par or Stated Value Per Share			$ 0.0001
Purchase Agreement [Member]
Subsequent Event [Line Items]
Aggregate purchase price for purchase of common stock and private placement warrants					$ 16,288.27
Purchase Agreement [Member] \| Private Placement Warrants [Member]
Subsequent Event [Line Items]
Number of private placement warrants to be purchased					4,160,000
Common Class A [Member]
Subsequent Event [Line Items]
Investment in equity securities held in Trust Account, at fair value			$ 53,300,000
Common stock shares outstanding			5,012,592			5,012,592
Common Stock, Par or Stated Value Per Share			$ 0.0001			$ 0.0001
Common Class B [Member]
Subsequent Event [Line Items]
Number of shares converted in a transaction			3,000,000
Common stock shares outstanding			5,750,000			5,750,000
Common Stock, Par or Stated Value Per Share			$ 0.0001			$ 0.0001
Common Class B [Member] \| Purchase Agreement [Member]
Subsequent Event [Line Items]
Number of common stock to be purchased					3,746,303
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares transferred by new sponsor to non redemption holders		389,359
Number of shares converted in a transaction		2,700,563
Investment in equity securities held in Trust Account, at fair value	$ 24,600,000
Subsequent Event [Member] \| Purchase Agreement [Member]
Subsequent Event [Line Items]
Number of common stock to be purchased		3,746,303
Aggregate purchase price for purchase of common stock and private placement warrants		$ 16,288.27
Subsequent Event [Member] \| Purchase Agreement [Member] \| Private Placement Warrants [Member]
Subsequent Event [Line Items]
Number of private placement warrants to be purchased		4,160,000
Subsequent Event [Member] \| Surviving Entity [Member]
Subsequent Event [Line Items]
Business acquisition, share price				$ 10
Subsequent Event [Member] \| Polar Multi Strategy Master Fund [Member]
Subsequent Event [Line Items]
Common stock, value, subscriptions				$ 1,200,000
Subsequent Event [Member] \| Conversion of Class B Common Stock into shares of Class A Common Stock [Member]
Subsequent Event [Line Items]
Number of shares converted in a transaction		3,000,000
Investment in equity securities held in Trust Account, at fair value	$ 24,600,000
Subsequent Event [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Number of shares opted for non redemption		1,946,794
Common stock shares outstanding	5,312,029
Subsequent Event [Member] \| Common Class A [Member] \| Purchase Agreement [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share		$ 0.0001
Subsequent Event [Member] \| Common Class B [Member]
Subsequent Event [Line Items]
Number of shares converted in a transaction	3,000,000
Common stock shares outstanding	2,750,000
Subsequent Event [Member] \| Common Class B [Member] \| Purchase Agreement [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share		$ 0.0001

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