Focus Impact Acquisition Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Focus Impact Acquisition Corp. has filed its 2023 annual report on Form 10-K, detailing its financial performance and operations for the fiscal year ending December 31, 2023.</b>

AI Summary

Focus Impact Acquisition Corp. (DEVS) filed a Annual Report (10-K) with the SEC on April 8, 2024. Focus Impact Acquisition Corp. filed its 10-K for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. Key dates mentioned include the IPO on November 1, 2021. The company is incorporated in Delaware. The filing address is 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105.

Why It Matters

For investors and stakeholders tracking Focus Impact Acquisition Corp., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Focus Impact Acquisition Corp.'s financial health and strategic direction for the past fiscal year, crucial for investors assessing its current standing and future prospects. The detailed financial statements and risk factors within the 10-K are essential for understanding the company's performance, potential challenges, and compliance with SEC regulations.

Risk Assessment

Risk Level: low — Focus Impact Acquisition Corp. shows low risk based on this filing. The filing is a standard annual report (10-K) with no immediate red flags or significant negative financial disclosures, indicating a low level of immediate risk based solely on this document.

Analyst Insight

Review the detailed financial statements and management discussion in the 10-K to understand Focus Impact Acquisition Corp.'s performance and strategic outlook.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported fiscal year end)
• 2024-04-08 — Filing Date (Date the 10-K was filed)
• 2021-11-01 — IPO Date (Initial Public Offering date)

Key Players & Entities

• Focus Impact Acquisition Corp. (company) — Filer name
• 2023-12-31 (date) — Fiscal year end
• 2024-04-08 (date) — Filing date
• 1345 AVENUE OF THE AMERICAS, 33RD FLOOR (address) — Business address
• New York (location) — Business address city
• DE (location) — State of incorporation
• 2021-11-01 (date) — IPO date

FAQ

Industry Context

Focus Impact Acquisition Corp. is a special purpose acquisition company (SPAC), which typically aims to merge with or acquire an existing private company.

Regulatory Implications

As a publicly traded entity, Focus Impact Acquisition Corp. is subject to the reporting requirements of the Securities Exchange Act of 1934, including the annual filing of Form 10-K.

What Investors Should Do

1. Analyze the financial statements within the 10-K for revenue, net income, and balance sheet details.
2. Review the 'Risk Factors' section for potential challenges and uncertainties facing the company.
3. Examine the 'Management's Discussion and Analysis of Financial Condition and Results of Operations' for insights into business performance and strategy.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-04-08: Filing Date — Date the 10-K was officially submitted to the SEC.
• 2021-11-01: IPO Date — Date of the company's Initial Public Offering.

Year-Over-Year Comparison

This is the initial 10-K filing for Focus Impact Acquisition Corp. as it covers the fiscal year ending December 31, 2023, following its IPO in late 2021.

Key Financial Figures

• $0 — ares of Class A common stock, par value $0.0001, and 750,000 shares of Class B com
• $688 billion — measured by revenues, of approximately $688 billion at the time of our initial public offer
• $145 million — algamation Consideration " means (a)(i) $145 million plus (ii) the aggregate exercise price
• $10.20 — r to the Effective Time) divided by (b) $10.20. The " Fully Diluted Common Shares Outs
• $12.00 — bco Common Shares equaling or exceeding $12.00 per share (as adjusted for stock splits

Filing Documents

• ef20015275_10k.htm (10-K) — 1684KB
• ef20015275_ex4-2.htm (EX-4.2) — 152KB
• ef20015275_ex21-1.htm (EX-21.1) — 3KB
• ef20015275_ex31-1.htm (EX-31.1) — 8KB
• ef20015275_ex31-2.htm (EX-31.2) — 8KB
• ef20015275_ex32-1.htm (EX-32.1) — 4KB
• ef20015275_ex32-2.htm (EX-32.2) — 4KB
• ef20015275_ex97-1.htm (EX-97.1) — 22KB
• 0001140361-24-018430.txt (&nbsp;) — 6784KB
• fiac-20231231.xsd (EX-101.SCH) — 54KB
• fiac-20231231_cal.xml (EX-101.CAL) — 42KB
• fiac-20231231_def.xml (EX-101.DEF) — 316KB
• fiac-20231231_lab.xml (EX-101.LAB) — 597KB
• fiac-20231231_pre.xml (EX-101.PRE) — 411KB
• ef20015275_10k_htm.xml (XML) — 707KB

BUSINESS

BUSINESS 4 ITEM 1A.

RISK FACTORS

RISK FACTORS 39 ITEM 1B. UNRESOLVED STAFF COMMENTS 73 ITEM 2.

PROPERTIES

PROPERTIES 73 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 73 ITEM 4. MINE SAFETY DISCLOSURES 73 PART II 73 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 73 ITEM 6.

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA 75 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 75 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 83 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 83 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 83 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES. 84 ITEM 9B. OTHER INFORMATION 84 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS. 84 PART III 85 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 85 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 95 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 96 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 97 ITEM 14 . PRINCIPAL ACCOUNTANT FEES AND SERVICES. 100 PART IV 100 ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES 100 ITEM 16. FORM 10-K SUMMARY 102 i Table of Contents CERTAIN TERMS Unless otherwise stated in this Annual Report on Form 10-K (this " Report "), or the context otherwise requires, references to: " common stock " are to our Class A common stock and our Class B common stock, collectively; " founder shares " are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to the offering, and the shares of our Class A common stock issued upon the conversion thereof; " initial public offering " are to our initial public offering consummated on November 1, 2021. " initial stockholders " are to holders of our founder shares prior to our offering; " management " or our " management team " are to our officers and directors, and "directors" are to our current directors; " private placement warrants " are to the warrants issued to our sponsor in a private placement simultaneously with the closing of the offering; " public shares " are to shares of our Class A common stock sold as part of the units in the offering (whether they are purchased in our initial public offering or thereafter in the open market); " public stockholders " are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder's and member of our management team's status as a " public stockholder " shall only exist with respect to such public shares; " sponsor " are to Focus Impact Sponsor, LLC, a Delaware limited liability company; "trust account" are to the trust acc

BUSINESS

BUSINESS Overview We are a blank check company with a mission to amplify social impact by investing in a high-growth company that is meaningfully aligned with one or more of four UN SDGs: Three (Good Health and Well-being); Four (Quality Education); Eight (Decent Work and Economic Growth); and Ten (Reduced Inequality). We define such businesses as "Social-Forward Companies," and we believe meaningful alignment can be achieved through, among other things, a company's business model, leadership, investment in its employees and commitment to its community. Through our focus, we hope to increase public market access for Social-Forward Companies and emphasize their potential competitive advantages in today's markets and going forward. In pursuit of this mission, Focus Impact Acquisition Corporation was formed as a Delaware corporation with a dual purpose: first, to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or more businesses (the "initial business combination"); and second, to encourage the development, deployment and amplification of financially and socially value-accretive operating practices and policies in the post-combination business. We believe executing this dual purpose will simultaneously enhance our target business' competitiveness while also advancing social impact. We find support both in credible research and in our management team's professional experience for a connection between a business's social commitments and competitive advantages. A National Bureau of Economic Research study found that employment opportunities that are social responsibility-oriented attract 25% more applicants, and those who they attract are more productive and produce higher quality work. Another study by a marketing agency found that 79% of Americans surveyed say they are more loyal as customers to purpose-driven brands than traditional brands. There is additional evidence that diversity of lead

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View this 10-K filing on SEC EDGAR