| SCHEDULE OF FAIR VALUES OF THE ASSETS AND LIABILITIES |
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:
SCHEDULE OF FAIR VALUES OF THE ASSETS AND LIABILITIES
| | |
Focus Impact | |
| Current assets: | |
| | |
| Loan receivable | |
$ | 2,000,000 | |
| Cash and cash
equivalents | |
| | |
| Related party receivables | |
| | |
| Receivable from New Rise
Renewables LLC | |
| | |
| Convertible
notes receivable | |
| | |
| Other current assets | |
| 71,556 | |
| Total current assets | |
| 2,071,556 | |
| | |
| | |
| Land | |
| | |
| Construction
in progress | |
| | |
| Total assets acquired | |
$ | 2,071,556 | |
| Current liabilities: | |
| | |
| Non-redemption agreement | |
$ | 1,240,000 | |
| Professional fees payable | |
| | |
| Accrued interest on notes
payable | |
| | |
| Convertible
notes payable to related party (Note 9) | |
| | |
| Accrued expenses and other current liabilities | |
| 7,686,531 | |
| Notes payable | |
| 8,558,492 | |
| Loan payable to related party | |
| | |
| 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 |
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:
SCHEDULE OF FAIR VALUES OF THE ASSETS AND LIABILITIES
| | |
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 | ) |
|