Eric Edidin
About Eric Edidin
Eric Edidin (age 50) has served as a director of BHAC since its inception in February 2021. He is Executive Chairman of BH3 Management (since 2020), co‑founded Archer Capital Management (Co‑Managing Partner 2006–2019), and previously was Co‑Head of Credit Investments at York Capital Management. He holds a BBA from the University of Michigan and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BH3 Management | Executive Chairman | 2020–present | Oversees institutional products implementation and execution |
| Archer Capital Management | Co‑Founder, Co‑Managing Partner | 2006–2019 | Invested in >45 SPACs and numerous real estate loans/assets; partnered with BH3 predecessor |
| York Capital Management | Portfolio Manager, Co‑Head of Credit Investments | 2001–2006 | Led credit investments |
| Morgan Stanley Capital Partners | Investment role | Not disclosed | Investment professional experience |
| The Blackstone Group | Restructuring advisory | Not disclosed | Restructuring advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spartacus Acquisition Corporation (NASDAQ: TMTS) | Director; Audit Committee member | Through Oct 2021 | Completed business combination with NextNav in Oct 2021 |
| Jewish Communal Fund of New York | Investment Committee member | Not disclosed | Non‑profit investment oversight |
| Jewish Federation of Los Angeles | Investment Committee member | Current | Non‑profit investment oversight |
| Various private companies | Board/credit committee member | Not disclosed | Multiple board roles |
Board Governance
- Independence status: BHAC’s board determined independent directors to be Daniel Adan, Dwight “Arne” Arnesen, Jonathan Roth, and Mark Rose; Edidin is not listed as independent .
- Committee memberships: Audit Committee members—Adan (Chair), Rose, Roth; Compensation Committee members—Arnesen, Rose, Roth; there is no standing nominating committee (independent directors handle nominations). Edidin is not disclosed as a member of these standing committees .
- Years of service: Director since February 2021; his class term (Class III) expires at BHAC’s third annual meeting post‑IPO .
- Executive sessions: Independent directors will have regularly scheduled meetings .
- Attendance rate: Not disclosed.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash retainer | $0 | No cash compensation paid to directors/executives prior to business combination |
| Meeting fees | $0 | Not disclosed; BHAC states no cash comp prior to de‑SPAC |
| Committee fees | $0 | Not disclosed; same as above |
| Equity grants | None disclosed | No director equity awards disclosed pre‑de‑SPAC |
| Office/admin fee (sponsor) | $15,000/month | Paid to sponsor for office space and administrative services until de‑SPAC or liquidation (company‑level) |
| Expense reimbursement | As incurred | Out‑of‑pocket expenses reimbursable; reviewed quarterly by audit committee |
Performance Compensation
| Metric/Plan Element | Details |
|---|---|
| Performance bonus/metrics | None disclosed for directors; BHAC may pay a fee up to $2,000,000 to the sponsor in connection with identifying, investigating and consummating a business combination (sponsor‑level), but no individual director performance metrics are disclosed |
| Post‑de‑SPAC compensation | After the business combination, executives/directors may receive consulting/management fees; amounts and metrics to be determined by the post‑combination board/compensation committee; no current targets disclosed |
Other Directorships & Interlocks
- Interlocks: Edidin’s Executive Chairman role at BH3 Management (the pre‑Focus Impact sponsor ecosystem) and prior SPAC board experience indicate network ties across sponsors and real estate investing. BHAC’s current sponsor is Focus Impact BHAC Sponsor, LLC, governed by managers Carl Stanton, Ernest Lyles, and Wray Thorn (not Edidin) .
- Board‑level related‑party signals: BHAC discloses Focus Impact Partners, LLC (co‑founded by BHAC directors Carl Stanton and Wray Thorn) has a $1,500,000 annual consulting agreement with XCF and a note converted into 375,000 XCF shares that will convert into post‑combination shares—these create board‑level interlocks with the deal counterparty .
Expertise & Qualifications
- Credit and special situations investor; extensive SPAC investing (45+ SPACs via Archer Capital) and real estate finance/operator experience .
- Audit committee exposure at a prior SPAC (Spartacus/NextNav) .
- Advanced education (Harvard MBA) supporting financial oversight .
Equity Ownership
| Holder | Direct Class A Shares | Indirect Interests | Notes |
|---|---|---|---|
| Eric Edidin | 0 | Membership interest in sponsor corresponding to 236,528 founder shares (no current voting or dispositive power by him) | Founder shares waive liquidation rights; convert post‑de‑SPAC |
| Sponsor/affiliates (context) | See record dates below | — | Sponsor voting control environment over time: 63.4% (June 20, 2024 record date); 73.8% (March 12, 2025 record date) |
| Record Date Context | Class A Public | Class A Sponsor | Class B Sponsor/Anchors | Total Common | Note |
|---|---|---|---|---|---|
| June 20, 2024 | 2,312,029 | 3,000,000 | 2,739,916 | 8,051,945 | Sponsor/insiders held ~63.4% voting power |
| March 12, 2025 | 1,212,124 | 4,100,000 | 1,608,333 | 6,920,457 | Sponsor/insiders held ~73.8% voting power; public votes not required to approve extensions |
Pledging/hedging: Not disclosed. Options/warrants held by Edidin: Not disclosed.
Governance Assessment
- Independence and committee effectiveness: Edidin is not listed as an independent director and does not serve on the Audit or Compensation Committees—key oversight bodies populated by independent directors (Adan, Arnesen, Roth, Rose). This limits his formal committee‑level influence on financial reporting and pay decisions .
- Ownership alignment: He holds no direct BHAC shares; his economic exposure is via a membership interest tied to sponsor founder shares over which he does not currently have voting/dispositive power. Founder shares waive liquidation and only convert upon de‑SPAC, creating sponsor‑style incentives to complete a deal rather than maximize near‑term trust value .
- Control environment and potential conflicts: Sponsor/insider voting control (63–74% across 2024–2025) meant extension proposals could pass without public votes, weakening minority protection and elevating deal‑closure incentives. Board‑level related‑party arrangements with the XCF target (consulting fee and equity) raise conflict‑of‑interest risk and investor confidence concerns unless robust recusals/independent review are documented .
- Compensation signals: No director cash compensation pre‑de‑SPAC, but office/admin fees to the sponsor and potential sponsor fee up to $2,000,000 for deal work reflect sponsor‑linked incentives rather than traditional pay‑for‑performance structures. Post‑de‑SPAC pay will be set later, with no current performance metrics disclosed—limited transparency reduces alignment clarity .
- Mitigants: Independent Audit and Compensation Committees exist and independent directors hold executive session capability; Code of Ethics is adopted. Sponsor indemnification protections for the trust exist but may be limited if the sponsor cannot satisfy obligations, posing residual trust recovery risk .
Overall investor‑confidence view: Edidin’s finance and SPAC experience is strong, but non‑independence, lack of key committee roles, sponsor‑linked incentives, and board‑level related‑party exposure around the XCF transaction represent governance risks that warrant close monitoring of committee oversight, recusals, and post‑de‑SPAC compensation and ownership disclosures .