Private company

Focus Impact BH3 Acquisition Co

Focus Impact BH3 Acquisition Co is an American blank check company, incorporated in Delaware.1 It is headquartered in New York, New York.1

Last updated Oct 20, 2026.

Overview

-$5.3MNet income, fiscal 20242
  • IndustryBlank Checks1
  • HeadquartersNew York, New York1
  • Incorporated inDE3
  • Business address1345 Avenue Of The Americas, 33Rd Floor, New York, Ny 101053
  • Filer category, Emerging growth company3

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“Units”), which included the full exercise of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $230,000,000, and incurring offering costs of approximately $22.4 million.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income62-$5.6M in 2024+151% since 2022
-$6.0M-$4.0M-$2.0M02022: -$2.2M-$2.2M20222023: -$1.7M-$1.7M2023−23%2024: -$5.6M-$5.6M2024+228%
Net income62-$5.3M in 2024
-$10.0M-$5.0M0$5.0M$10.0M2022: $7.0M$7.0M20222023: $327.8K$327.8K2023−95%2024: -$5.3M-$5.3M2024
Fiscal year2021202220232024
Operating expenses$2.2M6$1.7M2$5.6M2
Operating income-$2.2M6-$1.7M2-$5.6M2
Income before tax$7.7M6
Income tax$010$683.0K6$510.3K2-$104.2K2
Net income$7.0M6$327.8K2-$5.3M2

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Corporate structure

Focus Impact BH3 Acquisition Co sits at the top of its group. 4 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Focus Impact BH3 Acquisition Co

  • Focus Impact BHAC Sponsor, LLC Filed SCHEDULE 13D/A on Focus Impact BH3 Acquisition Co, latest Jun 10, 2025 (2 filings since Nov 14, 2023)
  • Kerry Propper Filed SC 13G/A on Focus Impact BH3 Acquisition Co, latest Nov 12, 2024 (2 filings since Jun 12, 2023)
  • Radcliffe Capital Management, L.P. Filed SC 13G/A on Focus Impact BH3 Acquisition Co, latest Jun 28, 2024 (3 filings since Oct 5, 2021)
  • 683 Capital Management, LLC Filed SC 13G/A on Focus Impact BH3 Acquisition Co, latest Feb 14, 2024 (3 filings since Oct 26, 2021)
  • Sandia Investment Management LP Filed SC 13G/A on Focus Impact BH3 Acquisition Co, latest Feb 14, 2024 (2 filings since Jan 13, 2023)
  • PERISCOPE CAPITAL INC. Filed SC 13G/A on Focus Impact BH3 Acquisition Co, latest Feb 9, 2024 (3 filings since Feb 14, 2022)
  • Polar Asset Management Partners Inc. Filed SC 13G/A on Focus Impact BH3 Acquisition Co, latest Feb 9, 2024 (3 filings since Feb 8, 2022)
  • Weiss Asset Management LP Filed SC 13G/A on Focus Impact BH3 Acquisition Co, latest Jan 26, 2024 (4 filings since Oct 14, 2021)
  • Castle Creek Arbitrage, LLC Filed SC 13G/A on Focus Impact BH3 Acquisition Co, latest Jan 10, 2024 (3 filings since Feb 11, 2022)
  • Crixus BH3 Sponsor, LLC Filed SC 13D/A on Focus Impact BH3 Acquisition Co, latest Nov 6, 2023 (2 filings since Oct 16, 2023)
  • HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SC 13G/A on Focus Impact BH3 Acquisition Co, latest Jan 25, 2023 (3 filings since Oct 15, 2021)
  • BALYASNY ASSET MANAGEMENT L.P. Filed SC 13G/A on Focus Impact BH3 Acquisition Co, latest Feb 14, 2022 (2 filings since Oct 15, 2021)
  • Focus Impact BH3 Acquisition Co New York, New York
    • Focus Impact BH3 Merger Sub 1, LLC Subsidiary · Delaware, United States
    • Focus Impact BH3 Merger Sub 2, Inc. Subsidiary · Delaware, United States
    • Focus Impact BH3 Newco, Inc. Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Focus Impact BH3 Acquisition Co reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Properties, in its own words

We currently maintain our executive offices at 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Mar 26, 2025.5

Leadership

Who has led Focus Impact BH3 Acquisition Co, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Daniel Lebensohn2021–2023
  2. Gregory Freedman2023
  3. Carl Stanton2023

Chief financial officer

  1. Ernest D. Lyles2023

Chief operating officer

  1. Michelle Guber2021
2025
Board members and other officers (13)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Focus Impact BH3 Merger Sub 1, LLC Delaware, USA4
  • Focus Impact BH3 Merger Sub 2, Inc. Delaware, USA4
  • Focus Impact BH3 Newco, Inc. Delaware, USA4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Crixus BH3 Acquisition Corp.Sep 2, 2021 to Sep 2, 20213
  • Crixus BH3 Acquisition CoMay 26, 2021 to Oct 31, 20233
  • BH3 Acquisition Corp.Apr 28, 2021 to Apr 28, 20213

Timeline

  1. Jun 6, 20258-K Entered a material agreement26
  2. Jun 3, 20258-K Entered a material agreement; Other events27
  3. Apr 11, 20258-K Bylaws or fiscal year changed; Shareholder vote; Regulation FD disclosure28
  4. Apr 7, 20258-K Entered a material agreement29
  5. Mar 14, 20258-K Regulation FD disclosure30
  6. Mar 4, 20258-K Shareholder vote; Other events31
  7. Feb 21, 20258-K Other events32
  8. Jan 23, 20258-K Regulation FD disclosure33
  9. Dec 5, 20248-K Entered a material agreement34
  10. Oct 11, 20248-K Listing notice or transfer35
  11. Sep 25, 20248-K Earlier financial statements no longer reliable36
  12. Aug 26, 20248-K Listing notice or transfer37
  13. Nov 13, 2023New chief executive Carl Stanton becomes CEO14
  14. Oct 11, 2023New chief executive Gregory Freedman becomes CEO13
  15. Oct 4, 2021New chief executive Daniel Lebensohn becomes CEO15

Filings

195 filings to the SEC since October 2021: 5 annual reports, 11 quarterly reports, 36 major events, 26 insider forms, 37 large holders, 80 other. The latest 20:

  1. Jun 30, 202515-12G EDGAR
  2. Jun 10, 2025SCHEDULE 13D/A EDGAR
  3. Jun 10, 20254 EDGAR
  4. Jun 6, 2025425 EDGAR
  5. Jun 6, 2025425 EDGAR
  6. Jun 6, 20258-K EDGAR
  7. Jun 3, 2025425 EDGAR
  8. Jun 3, 20258-K EDGAR
  9. Jun 2, 2025425 EDGAR
  10. May 28, 2025425 EDGAR
  11. May 23, 202510-Q EDGAR
  12. May 16, 2025NT 10-Q EDGAR
  13. May 8, 2025425 EDGAR
  14. Apr 30, 2025425 EDGAR
  15. Apr 25, 2025425 EDGAR
  16. Apr 11, 2025425 EDGAR
  17. Apr 11, 2025425 EDGAR
  18. Apr 11, 2025425 EDGAR
  19. Apr 11, 20258-K EDGAR
  20. Apr 9, 2025425 EDGAR

The 195 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

1 open-market trades by officers, directors and large owners since October 2021: 0 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 2, 2023Lebensohn DanielDirectorSale2,200,940Form 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How Focus Impact BH3 Acquisition Co is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFocus Impact BH3 Acquisition Co1
  • CIK0001851612
  • Employer ID (EIN)85-22490685
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6770 Blank Checks1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address1345 Avenue Of The Americas, 33Rd Floor, New York, NY 101051
  • Phone212-213-02431
  • Shares outstanding5,312,124 Common Class A shares; 1,608,333 Common Class B shares as of Mar 25, 20255
  • Public float$24.7M as of Jun 30, 20245
  • AuditorGRANT THORNTON LLP, Philadelphia, Pennsylvania PCAOB ID 248; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceApr 28, 20211
  • Filings203 in all: 425 (49), 8-K (36), SC 13G/A (20), 3 (16), SC 13G (13), 10-Q (11), 4 (10), DEFA14A (10)1
    All 31 form types

    10-K (4), DEF 14A (4), NT 10-Q (4), PRE 14A (4), CORRESP (3), SC 13D (2), 10-K/A (1), 15-12G (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), DEFM14A (1), DEFR14A (1), DRS (1), EFFECT (1), NT 10-K (1), S-1 (1), S-1/A (1), SC 13D/A (1), SC 14F1 (1), SCHEDULE 13D/A (1), UPLOAD (1)

  • Latest filingsAnnual report (10-K) Mar 26, 2025
    Quarterly report (10-Q) May 23, 2025
    Proxy statement (DEF 14A) Mar 21, 2025
    Latest 8-K (8-K) Jun 6, 2025

Securities registered for trading

ClassSymbolExchange
Units, each consisting of one share of Class A common stock and one-half of one Redeemable WarrantBHACUNONE
Class A common stock, $0.0001 par value per shareBHACNONE
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50BHACWNONE

From the cover page of the 10-K filed Mar 26, 2025 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Focus Impact BH3 Acquisition Co names in Item 1A of its 10-K filed Mar 26, 2025: 76 risks under these headings, as written.5

  • Risks Related to Searching for and Consummating a Business Combination
  • We are an early stage company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
  • Past performance by our sponsor team or their respective affiliates may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.
  • Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we have a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.
  • Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination.
  • If we seek stockholder approval of our initial business combination, our initial stockholders and members of our management team have agreed to vote shares held by them, and our anchor investors have agreed to vote (or abstain from voting) founder shares held by them, in favor of such initial business combination, regardless of how our public stockholders vote.
  • The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
  • The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
  • The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
  • The requirement that we complete an initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.
  • As there are many special purpose acquisition companies evaluating targets, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
  • Changes in the market for directors and officers’ liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
The other 65 risks
  • Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
  • Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
  • We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
  • Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses and our strategy will be to identify, acquire and build a company in our target investment area, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
  • A slowdown in economic growth in the markets in which our business operates may materially and adversely affect our business, financial condition, liquidity and results of operations, the value of our securities and the trading price of our shares following our business combination.
  • We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.
  • We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our stockholders from a financial point of view.
  • A provision of our warrant agreement may make it more difficult for us to complete an initial business combination.
  • If we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock.
  • If the net proceeds of the initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate at least until the new termination date, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
  • Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
  • We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.
  • If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.
  • Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including its ability to negotiate and complete its initial business combination, and results of operations.
  • Risks Related to the Post-Business Combination Company
  • Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
  • We may have a limited ability to assess the management of a prospective target business and, as a result, may consummate our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
  • The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
  • We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
  • Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
  • We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
  • We may only be able to complete one business combination with the proceeds of the initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
  • We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
  • If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.
  • Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
  • Risks Related to Conflicts of Interest of our Officers, Directors and Others
  • Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
  • Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
  • Our officers and directors presently have, and any of them in the future may have additional fiduciary or contractual obligations to other entities, including to a blank check company, and accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
  • Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
  • We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest.
  • Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire prior to a business combination), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
  • Members of our sponsor team and board of directors have significant experience as founders, board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.
  • Risks Related to Our Securities
  • We may not be able to complete an initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
  • If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, despite our compliance with the tender offer rules or proxy rules, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
  • You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
  • Nasdaq has delisted our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • Trading on the OTC Markets is volatile and sporadic, which could depress the market price of Focus Impact’s Common Stock and make it difficult for Focus Impact’s stockholders to resell their shares. The market for Focus Impact Common Stock is limited and persons who purchase Focus Impact Common Stock may not be able to resell their shares at or above the purchase price paid by them.
  • You will not be entitled to protections normally afforded to investors of many other blank check companies.
  • If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of the shares of our Class A common stock included in the units sold in the initial public offering, you will lose the ability to redeem all such shares in excess of 15% of the shares of our Class A common stock included in the units sold in the initial public offering.
  • Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
  • If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.10 per share.
  • Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.
  • We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers, and our obligation to indemnify our officers and directors may have certain adverse consequences.
  • If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
  • If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
  • The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per share redemption amount received by public stockholders may be less than $10.10 per share.
  • If we have not completed an initial business combination on or before the new termination date, our public stockholders may be forced to wait beyond such time period before redemption from our trust account.
  • Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
  • Holders of our Class A common stock will not be entitled to vote on any election of directors we hold prior to our initial business combination.
  • You will not be permitted to exercise your warrants unless we register and qualify the underlying shares of Class A common stock or certain exemptions are available.
  • Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement covering the sale of the shares of our Class A common stock issuable upon exercise of these warrants will cause holders to receive fewer shares of our Class A common stock upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash.
  • The warrants may become exercisable and redeemable for a security other than the shares of our Class A common stock, and you will not have any information regarding such other security at this time.
  • The grant of registration rights to our initial stockholders and anchor investors may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of the shares of our Class A common stock.
  • We may issue additional shares of our Class A common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of our Class A common stock upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks.
  • Unlike some other similarly structured blank check companies, holders of our founder shares will receive additional shares of our Class A common stock if we issue shares to complete an initial business combination.
  • We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders do not agree.
  • In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.
  • Certain agreements related to the initial public offering may be amended without stockholder approval.
  • We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
  • Our initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
  • Concentration of ownership among our sponsor and the anchor investors may prevent other investors from influencing significant corporate decisions or adversely affect the trading price of our securities.
  • The anchor investors are not restricted from selling any units (including the underlying securities) that they purchased in the initial public offering, and any such sales may adversely affect the trading price of our securities.
  • Our warrants are accounted for as a warrant liability and are recorded at fair value upon issuance with changes in fair value for each period reported in earnings, which may have an adverse effect on the market price of our common stocks or may make it more difficult for us to consummate an initial business combination.
  • Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
  • We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants effectively worthless.
  • Our warrants and founder shares may have an adverse effect on the market price of the shares of our Class A common stock and make it more difficult to effectuate our initial business combination.

Legal proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team.

The opening of Item 3, Legal Proceedings.5

Sources

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