Daniel Lebensohn
About Daniel Lebensohn
Independent director of Focus Impact BH3 Acquisition Company (BHAC). Co‑founder and Co‑Chief Executive Officer of BH3 Management, with over two decades of investment and operational experience across real estate and credit. Education: BA (SUNY Albany) and JD (New York Law School). BHAC director since inception (February 2021); identified by the Board as an independent director under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BH3 Management LLC | Co‑Chief Executive Officer | 2009 – present | Co‑leads acquisitions, investing, financings, development; oversees operating companies |
| BH3 Debt Opportunity Fund I, L.P. | Co‑Portfolio Manager | 2018 – present | Credit investing leadership |
| BH3 Debt Opportunity Fund II, L.P. | Co‑Portfolio Manager | 2023 – present | Continuation of BH3 credit strategy |
| Hartman & Craven LLP / In‑house counsel (NYC real estate owner/operator) | Real estate lawyer / Counsel | ~10 years prior to BH3 | Structured transactions; legal oversight in real estate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BH3 Management LLC (private) | Co‑CEO | 2009 – present | Not a public company; governance responsibilities at affiliated entities |
Board Governance
- Independence: BHAC’s Board determined Lebensohn is an independent director (Nasdaq and SEC definitions). Independent directors (Carter, Simms, Edidin, Lebensohn) hold scheduled independent sessions .
- Committee assignments: Audit Committee members are Carter, Simms, Edidin (Edidin Chair); Compensation Committee members are Carter (Chair) and Edidin. Lebensohn is not disclosed as a member of either committee .
- Nominations: BHAC has no standing nominating committee; a majority of independent directors (including Lebensohn) recommend nominees .
- Voting control context: Sponsor Holders collectively own ~73.8% of the outstanding common stock (record date March 12, 2025); thus BHAC noted approval of extension/adjournment proposals would require no public stockholder votes .
Fixed Compensation
| Component | Amount |
|---|---|
| Annual cash retainer | $0 – BHAC discloses “None of our executive officers or directors have received any cash compensation” |
| Committee chair/member fees | $0 – no cash fees disclosed |
| Meeting fees | $0 – none disclosed |
| Administrative fee | Historical: $15,000/month to former sponsor for office/admin (terminated March 31, 2023) |
Notes:
- BHAC disclosed founder share transfers to independent directors Dia Simms and Troy Carter (25,000 Class B founder shares each) in November 2023; no similar grant or transfer disclosed to Lebensohn .
Performance Compensation
| Metric | Target | Actual | Payout |
|---|---|---|---|
| Not applicable | No performance‑based director compensation (e.g., RSUs, PSUs, options) disclosed for directors; BHAC does not pay director compensation pre‑business combination |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| BH3 Management LLC (controls former sponsor) | Private | Co‑CEO | Former sponsor (Crixus BH3 Sponsor LLC) is controlled by BH3 Management LLC (owned/controlled indirectly by Lebensohn and Gregory Freedman). Former sponsor holds significant Class A and B shares; voting/dispositive power shared; Lebensohn may be deemed beneficial owner, subject to pecuniary interest . |
| Focus Impact BH3 Sponsor, LLC | SPAC sponsor | Sponsor governance (not director) | Sponsor (new) holds significant Class A and B shares/warrants and controls voting; Board notes sponsor agreed to lock‑ups (later waived) and voting commitments in Sponsor Letter Agreement . |
Expertise & Qualifications
- Real estate investment and credit experience; leadership across portfolio oversight and transaction execution .
- Legal background in commercial real estate; JD from New York Law School; BA from SUNY Albany .
Equity Ownership
| Holder | Class B Shares | % of Class B | Class A Shares | % of Class A | % of Common Stock |
|---|---|---|---|---|---|
| Daniel Lebensohn (through former sponsor BH3 Management LLC control) | 111,051 | 6.9% | 1,249,060 | 23.5% | 19.7% |
Notes:
- Former sponsor (controlled by BH3 Management LLC, owned/controlled indirectly by Lebensohn and Freedman) holds these positions; each disclaims beneficial ownership except to the extent of pecuniary interest .
- Sponsor (new) holds 845,363 Class B and 2,850,940 Class A shares (governed by managers Stanton, Lyles, Thorn) .
Insider Trades
| Date | Disclosure | Notes |
|---|---|---|
| FY 2024 | No Rule 10b5‑1 plans or “non‑Rule 10b5‑1 trading arrangements” adopted or terminated by directors/officers | Section 16(a) compliance: BHAC reports no delinquent filers for FY 2024 |
Employment & Contracts
- BHAC: no employment agreements or cash compensation for directors pre‑business combination; reimbursements for out‑of‑pocket expenses reviewed quarterly by the Audit Committee .
- Post‑combination: members of the management team who remain may be paid consulting/management fees; amounts to be disclosed at that time; director/officer compensation to be determined by independent directors/compensation committee post‑closing .
Compensation Committee Analysis
- Composition: Troy Carter (Chair) and Eric Edidin (both independent) .
- Charter: empowers retention of independent compensation consultants/counsel; independence assessment required; no disclosure of current consultant engagement .
- Clawback: BHAC filed a Clawback Policy as an exhibit (97.1) to the 10‑K . Specific triggers not detailed in the body of the 10‑K.
Related Party Transactions & Conflicts
- Sponsor purchase/transfer: On September 27, 2023/closed Nov 2, 2023, new sponsor acquired 3,746,303 Class B shares and 4,160,000 private placement warrants from former sponsor and anchor investors for $16,288 (Board waived transfer restrictions) .
- Non‑redemption agreements: October 2023 (389,359 shares to non‑redeemers) and July 2024 (NewCo agreed to issue up to 232,750 shares to non‑redeemers at closing) .
- Sponsor financing: Unsecured promissory note (up to $500,000) from sponsor; convertible into warrants at $1.50; $110,000 drawn at 12/31/2024 .
- Polar subscription: Up to $1.2mm capital contributions; repayable in cash or stock; additional stock issued at closing; fair value changes recorded; $1.2mm borrowed by 12/31/2024 .
- Conflicts disclosures: BHAC risk factors highlight potential conflicts for officers/directors (including presenting opportunities to other entities, sponsor/affiliate transactions, time allocation, voting control by founder shares) .
Risk Indicators & Red Flags
- Sponsor/insider voting control: Sponsor Holders own ~73.8% of common stock (record date March 12, 2025); company stated no public shares were needed to approve extension/adjournment proposals—significant governance control by insiders .
- Delisting: BHAC was delisted from Nasdaq (Oct 2024); trades on OTC Pink (BHAC, BHACU, BHACW)—risks include liquidity reduction, penny stock treatment, reduced coverage .
- Going concern: Working capital deficit; uncertainty to sustain operations; substantial doubt unless business combination completed by April 7, 2025 (extended) .
- Lock‑up waiver: BHAC waived NewCo lock‑up restrictions (Feb 20, 2025), allowing immediate transferability post‑closing—potential alignment risk .
- Extensive related party financing and equity incentives tied to non‑redemption agreements—complex incentives that may skew outcomes toward transaction completion .
Equity Ownership & Alignment
- Significant “skin in the game”: Lebensohn’s beneficial ownership via former sponsor totals ~19.7% of BHAC’s common stock; combined with sponsor holdings, insiders exert substantial influence on outcomes .
- No disclosed pledging/hedging: Not disclosed; Section 16 compliance noted, and Insider Trading Policy filed as an exhibit .
Governance Assessment
-
Strengths:
- Independent director designation and participation in independent nomination process .
- Audit and Compensation Committees comprised solely of independent directors; Audit Chair is an “financial expert” .
- No director cash compensation pre‑combination; reimbursements audited quarterly .
-
Concerns:
- Insider voting control (sponsor/former sponsor/anchor configuration) enabling approvals without public support .
- Material related‑party arrangements (share/warrant transfers; non‑redemption agreements; sponsor/Polar financing) create potential conflicts of interest .
- Waiver of lock‑ups could weaken long‑term alignment post‑combination .
- OTC Pink listing and going concern disclosures reduce investor confidence and increase governance risk .
Overall, Lebensohn brings deep transaction and governance experience, but his indirect control of the former sponsor and substantial beneficial ownership—combined with BHAC’s insider voting control and complex related‑party structures—represent governance risk that investors should monitor closely through closing and any NewCo listing .