Crixus BH3 Acquisition Company (BHAC) Sells Sponsor Economics
by Nicholas Alan Clayton on 2023-09-28 at 7:46am

Crixus BH3 (NASDAQ:BHAC) announced in an 8-K this morning that it will sell its most of its sponsor shares and warrants to a new sponsor entity, which will continue to lead the SPAC.

The new sponsor is to buy up 3,746,303 promote shares (65.1%) and 4,160,000 (65%) of the original sponsor’s private placement warrrants for $16,288.27 and will appoint six of the SPAC’s seven new Board members.

The new team has not been named, but this would appear to be a transaction occurring within the corporate family.

The sole Board member to remain after the takeover, Eric Edidin, is executive chairman of BH3 Management which backed Crixus BH3, and presumably has a relationship with incoming sponsor Focus Impact BHAC, as the SPAC is to be renamed “Focus Impact BH3”.

BHC Management is a real estate investor that viewed its strategy with Crixus as seeking out targets within this same scope.

Nonetheless, the agreement is also conditioned upon the SPAC’s underwriters Guggenheim and BTIG waiving their deferred fees and the new team receiving a working capital loan of at least $1.2 million.

Crixus BH3 will in turn receive a reimbursement of $175,440 in expenses it incurred in connection with loaning the SPAC funds for extension in December 2022.

In light of the changes, the SPAC has also postponed its tomorrow’s extension vote to 9 am ET October 6. This is the company’s current transaction deadline, but pushing it back may give investors time to engage with the new team and its ideas before making final redemption decisions by 5pm ET October 4.

The SPAC notes that it believes that it will need $35 million to $40 million in trust to complete a deal. Crixus’ new ownership would accept a trust balance below $35 million as a result of the meeting but not under $20 million. It currently has about $52 million in trust after having seen 78.2% of shares redeemed in an earlier vote.

Crixus has made such predictions before and also flirted with liquidation. Ahead of a December vote, it predicted it would need between $75 million and $100 million to complete a deal and noted it would not accept a redemption result putting it below $45 million.

Last month, it announced it would liquidate early, but reversed this about one week later.

The SPAC’s previous team, which was largely made up of BH3 executives did not come to a definitive agreement within their tenure. But, perhaps some new officers tag-teamed in will get a deal over the line.

 

Recent Posts
by Marlena Haddad on 2023-11-27 at 1:21pm

Dune Acquisition Corporation (NASDAQ:DUNE) announced in an 8-K today that it has once again modified its agreement with sustainable energy firm Global Hydrogen. This amendment marks a reduction in Global Hydrogen’s equity value from $48 million to $43 million, alongside an increase in the available shares of common stock that is for the Global Gas Corporation...

by Nicholas Alan Clayton on 2023-11-27 at 7:43am

At the SPAC of Dawn After mixed signals for the consumer sector earlier this month, initial Black Friday sales numbers have shown that Americans were not too stuffed for a shopping spree this year. Shoppers bagged between $9.8 billion and $10 billion in goods online, depending on one’s preferred source, either of which would be...

by Kristi Marvin on 2023-11-25 at 11:45am

Terms Tracker for the Week Ending November 24, 2023 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. This being the Thanksgiving holiday week, we are thankful for a lot of things, but mostly that 2023 is almost over. It’s been a rough...

by Nicholas Alan Clayton on 2023-11-24 at 7:35am

At the SPAC of Dawn Though perhaps stuffed to the brim, SPAC activity continues this Thanksgiving Friday with votes by Clean Earth and Zalatoris to extend a deadline and amend trust contributions, respectively. At least seven de-SPACs are also reporting earnings today and will do so going into a futures market that is mostly green...

by Marlena Haddad on 2023-11-22 at 9:45am

IB Acquisition Corp. submitted its S-1 filing Friday afternoon for a $100 million IPO, coming right on the heels of Bayview Acquisition Corp, which also filed its S-1 that day. IB is also similar to Bayview in that its units do not feature a warrant but include 1 right for 1/10. However, its trust is slightly...

logo

Copyright © 2023 SPACInsider, Inc. All Rights Reserved