BHACU Focus Impact BH3 Acquisition Company

On December 7, 2022, the Company held the Special Meeting. On October 31, 2022, the record date for the Special Meeting, there were 23,000,000 shares of Class A common stock and 5,750,000 shares of Class B common stock of the Company entitled to be voted at the Special Meeting. At the Special Meeting, 24,075,140 shares of Class A common stock and Class B common stock, voting together as a class, of the Company or 83.74% of the shares entitled to vote at the Special Meeting were represented in person or by proxy, and 5,437,500 shares of Class B common stock of the Company or 94.57% of the shares entitled to vote at the Special Meeting for purposes of considering and voting on the re-election of two Class I directors of the Company were represented in person or by proxy.

1.    Charter Amendment

Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, giving the Company the right to extend the date by which it has to complete a business combination to the New Termination Date. Adoption of the amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:

2.    Trust Amendment

Stockholders approved the proposal to amend the Company’s Investment Management Trust Agreement, dated as of October 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the time it has to complete an initial business combination to the New Termination Date or such later date as may be approved by the Company’s stockholders in accordance with the Charter (as may be amended) if a letter of termination under the Trust Agreement is not received by Continental prior to such date. Adoption of the amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:

3.    Director Election

Stockholders approved the proposal to to elect two persons to serve on the Company’s Board of Directors as Class I directors until the third annual meeting of stockholders following the Special Meeting or until the election and qualification of their respective successors, subject to their earlier death, resignation or removal. The re-election of the Class I directors required the affirmative vote of a plurality of the votes cast by the holders of shares of Class B common stock present at the Special Meeting (in person or by proxy) and entitled to vote thereon for the director nominees. The following is a tabulation of the votes with respect to the election of directors, each of whom was elected by the Company’s Class B stockholders:

4.    Auditor Ratification

Stockholders approved the proposal to to ratify the selection by the Company’s audit committee of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the year ended December 31, 2022. Ratification of the auditor required approval by the affirmative vote of at least a majority of the votes cast by the holders of shares of the common stock present at the Special Meeting (in person or by proxy) and entitled to vote thereon at the Special Meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

The Company had solicited proxies in favor an adjournment proposal which would have given the Company authority to adjourn the Meeting to solicit additional proxies. As there were sufficient shares voted in favor of all of the proposals, this proposal was not voted upon at the Special Meeting.