Crixus BH3 Acquisition Company (BHAC) Sells Sponsor Economics

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.