| Schedule of Fair Values of the Assets and Liabilities Assumed in Connection with the Execution of the MIPAs |
|
The following table sets forth the assets and liabilities as of June 6, 2025, that were assumed in connection with the execution of the Business Combination:
|
|
|
Focus Impact
|
|
Current assets:
|
|
|
|
|
|
Loan receivable
|
|
$
|
2,000,000 |
|
|
Other current assets
|
|
|
71,556 |
|
|
Total current assets
|
|
|
2,071,556 |
|
|
Total assets acquired
|
|
$
|
2,071,556 |
|
|
Current liabilities:
|
|
|
|
|
|
Non-redemption agreement
|
|
$
|
1,240,000 |
|
|
Accrued expenses and other current liabilities
|
|
|
7,686,531 |
|
|
Notes payable
|
|
|
8,558,492 |
|
|
Warrant liabilities
|
|
|
210,668,000 |
|
|
Total current liabilities assumed
|
|
$
|
228,153,023 |
|
|
Total assets acquired and liabilities assumed
|
|
$
|
(226,081,467 |
)
|
|
| Schedule of Assets and Liabilities were Assumed in Connection with Execution of Business Combination |
The following table sets forth the assets and liabilities as of June 6, 2025, that were assumed in connection with the execution of the Business Combination:
|
|
|
Focus Impact
|
|
Current assets:
|
|
|
|
|
|
Loan receivable
|
|
$
|
2,000,000 |
|
|
Other current assets
|
|
|
71,556 |
|
|
Total current assets
|
|
|
2,071,556 |
|
|
Total assets acquired
|
|
$
|
2,071,556 |
|
|
Current liabilities:
|
|
|
|
|
|
Non-redemption agreement
|
|
$
|
1,240,000 |
|
|
Accrued expenses and other current liabilities
|
|
|
7,686,531 |
|
|
Notes payable
|
|
|
8,558,492 |
|
|
Warrant liabilities
|
|
|
210,668,000 |
|
|
Total current liabilities assumed
|
|
$
|
228,153,023 |
|
| |
|
|
|
|
|
Total assets acquired and liabilities assumed
|
|
$
|
(226,081,467 |
)
|
|
|
| Schedule of Fair Values of the Assets and Liabilities Assumed in Connection with the Execution of the MIPAs |
The following table sets forth the fair values of the assets and liabilities as of February 19, 2025, that were assumed in connection with the execution of the MIPAs:
|
|
|
Legacy XCF
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
220,897 |
|
|
Related party receivables
|
|
|
674,737 |
|
|
Receivable from New Rise Renewables LLC
|
|
|
1,939,974 |
|
|
Convertible notes receivable
|
|
|
141,401 |
|
|
Total current assets
|
|
|
2,977,009 |
|
|
Land
|
|
|
179,000 |
|
|
Construction in progress
|
|
|
10,763,059 |
|
|
Total assets acquired
|
|
$
|
13,919,068 |
|
|
Current liabilities:
|
|
|
|
|
|
Professional fees payable
|
|
$
|
2,975,451 |
|
|
Accrued expenses and other current liabilities
|
|
|
191,677 |
|
|
Accrued interest on notes payable
|
|
|
501,402 |
|
|
Notes payable
|
|
|
1,964,417 |
|
|
Loan payable to related party
|
|
|
1,712,745 |
|
|
Convertible notes payable to related party (Note 9)
|
|
|
100,000,000 |
|
|
Total current liabilities assumed
|
|
|
107,345,692 |
|
|
Total assets acquired and liabilities assumed
|
|
$
|
(93,426,624 |
)
|
|
The following table sets forth the fair values of the assets and liabilities as of February 19, 2025, that were assumed in connection with the execution of the MIPAs:
|
|
|
Legacy XCF
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
220,897 |
|
|
Related party receivables
|
|
|
674,737 |
|
|
Receivable from New Rise Renewables LLC
|
|
|
1,939,974 |
|
|
Convertible notes receivable
|
|
|
141,401 |
|
|
Total current assets
|
|
|
2,977,009 |
|
|
Land
|
|
|
179,000 |
|
|
Construction in progress
|
|
|
10,763,059 |
|
|
Total assets acquired
|
|
$
|
13,919,068 |
|
|
Current liabilities:
|
|
|
|
|
|
Professional fees payable
|
|
$
|
2,975,451 |
|
|
Accrued expenses and other current liabilities
|
|
|
191,677 |
|
|
Accrued interest on notes payable
|
|
|
501,402 |
|
|
Notes payable
|
|
|
1,964,417 |
|
|
Loan payable to related party
|
|
|
1,712,745 |
|
|
Convertible notes payable to related party (Note 9)
|
|
|
100,000,000 |
|
|
Total current liabilities assumed
|
|
|
107,345,692 |
|
|
Total assets acquired and liabilities assumed
|
|
$
|
(93,426,624 |
)
|
|