Material Event - Form 425

On July 2, 2024, Focus Impact BH3 Acquisition Company (the "Company") filed a definitive proxy statement, as supplemented (the "Extension Proxy Statement"), for a special meeting of stockholders (the "Special Meeting") to approve an amendment to the Company's amended and restated certificate of incorporation, as amended, to (i) extend the date by which the Company has to consummate a business combination (the "Termination Date") from July 31, 2024 to February 7, 2025 (the "Charter Extension Date") and to allow the Company, without the need for another stockholder vote, to elect to further extend the Termination Date on a monthly basis for up to two times, by an additional one month each time, after the Charter Extension Date, by resolution of the Company's board of directors, if requested by Focus Impact BHAC Sponsor, LLC, a Delaware limited liability company and (ii) eliminate the limitation that the Company may not redeem public stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001.

The Special Meeting had been scheduled for 9:00 a.m., Eastern Time, on July 23, 2024, virtually, at https://www.cstproxy.com/focusimpactbh3/2024. The board of directors of the Company has decided to postpone the Meeting to July 30, 2024, at 11:00 a.m., Eastern Time to allow additional time for the Company to engage with its stockholders.

In connection with the postponement of the Special Meeting, the deadline for stockholders to exercise their right to redeem their shares of Class A common stock of the Company for their pro rata portion of the funds available in the Company's trust account, or to withdraw any previously delivered demand for redemption is extended, to 5:00 p.m., Eastern Time, on July 26, 2024. If a stockholder has previously submitted a request to redeem its shares of Class A common stock in connection with the Special Meeting and would like to reverse such request, such stockholder may contact the Company's transfer agent, Continental Stock Transfer & Trust Company, at One State Street Plaza, 30th Floor, New York, New York 10004, Attn: Mark Zimkind (e-mail: [email protected]).

The postponed meeting will be held on July 30, 2024, at 11:00 a.m., Eastern Time, virtually, at https://www.cstproxy.com/focusimpactbh3/2024. If you do not have access to the internet, you can listen only to the meeting by dialing 1 800-450-7155 (toll-free) (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 6106593#. Please note that you will not be able to vote or ask questions at the Special Meeting if you choose to participate telephonically.

All of the Company's stockholders of record as of the close of business on June 20, 2024, are entitled to vote at the Special Meeting. The Company's stockholders who have not already voted, or wish to change their vote, are strongly encouraged to submit their proxies as soon as possible. Valid proxies previously submitted by stockholders will continue to be valid for purposes of the postponed Special Meeting. For more information on how to vote, please call the Company's proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 for stockholders or (203) 658-9400 for bankers and brokers or email [email protected].

The Extension Proxy Statement was mailed to the Company's stockholders of record on or about July 1, 2024. Investors and security holders of the Company are advised to read the Extension Proxy Statement because it contains important information about the Special Meeting and the Company. Investors and security holders of the Company may also obtain a copy of the Extension Proxy Statement, as well as other relevant documents that have been or will be filed by the Company with the Securities and Exchange Commission (the "SEC"), without charge and once available, at the SEC's website at www.sec.gov or by directing a request to: Focus Impact BH3 Acquisition Company, 1345 Avenue of the Americas, 33^rd Floor, New York, NY 10105.

Participants in the Solicitation

The Company and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company's stockholders in respect of the proposals to be considered and voted on at the Special Meeting. Information concerning the interests of the directors and executive officers of the Company is set forth in the Extension Proxy Statement, which may be obtained free of charge from the sources indicated above.