Focus Impact Acquisition Corp. Files Q1 2024 10-Q

TL;DR

FIAC 10-Q filed for Q1 2024. Financials updated.

AI Summary

Focus Impact Acquisition Corp. filed its 10-Q for the period ending March 31, 2024. The company reported financial results and provided updates on its operations. Specific financial figures and operational details are available within the full filing.

Why It Matters

This filing provides investors with the latest financial performance and operational status of Focus Impact Acquisition Corp., crucial for understanding the company's current health and future prospects.

Risk Assessment

Risk Level: medium — As a Special Purpose Acquisition Company (SPAC), Focus Impact Acquisition Corp. faces inherent risks related to its business combination timeline and market conditions.

Key Numbers

• 12-31 2024 — Fiscal Year End (Indicates the company's annual reporting cycle.)
• 2024-01-01 to 2024-03-31 — Reporting Period (Covers the first quarter of fiscal year 2024.)

Key Players & Entities

• Focus Impact Acquisition Corp. (company) — Filer of the 10-Q
• 2024-03-31 (date) — End of the reporting period
• 2024-05-21 (date) — Filing date
• 001-40977 (company) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — g of one share of Class A common stock, $0.0001 par value, and one-half of one redeemab
• $11.50 — A common stock at an exercise price of $11.50 FIACW The Nasdaq Stock Market LLC

Filing Documents

• ef20026954_10q.htm (10-Q) — 1030KB
• ef20026954_ex31-1.htm (EX-31.1) — 11KB
• ef20026954_ex31-2.htm (EX-31.2) — 11KB
• ef20026954_ex32-1.htm (EX-32.1) — 5KB
• ef20026954_ex32-2.htm (EX-32.2) — 5KB
• 0001140361-24-026931.txt ( ) — 5587KB
• fiac-20240331.xsd (EX-101.SCH) — 51KB
• fiac-20240331_cal.xml (EX-101.CAL) — 29KB
• fiac-20240331_def.xml (EX-101.DEF) — 316KB
• fiac-20240331_lab.xml (EX-101.LAB) — 524KB
• fiac-20240331_pre.xml (EX-101.PRE) — 388KB
• ef20026954_10q_htm.xml (XML) — 737KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION 1 Item 1.

Financial Statements

Financial Statements 1 Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 1 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited) 2 Condensed Consolidated Statements of Changes in Stockholders' Deficit for the Three Months Ended March 31, 2024 and 2023 (unaudited) 3 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited) 4 Notes to Condensed Consolidated Financial Statements (unaudited) 5 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 30 Item 4. Control and Procedures 30

– OTHER INFORMATION

PART II – OTHER INFORMATION 31 Item 1.

Legal Proceedings

Legal Proceedings 31 Item 1A.

Risk Factors

Risk Factors 31 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31 Item 3. Defaults Upon Senior Securities 31 Item 4. Mine Safety Disclosures 31 Item 5. Other Information 31 Item 6. Exhibits 32

SIGNATURES

SIGNATURES 33 Table of Contents PART I – FINANCIAL INFORMATION Item 1. Financial FOCUS IMPACT ACQUISITION CORP. CONDENSED CONSOLIDATED BALANCE SHEETS March 31, December 31, 2024 (Unaudited) 2023 Assets: Current assets: Cash $ 41,577 $ 224,394 Restricted cash — 75,773 Income tax receivable — 13,937 Prepaid expenses 1,296 4,091 Total current asset 42,873 318,195 Cash held in Trust Account 19,205,223 62,418,210 Total assets $ 19,248,096 $ 62,736,405 Liabilities and Stockholders' Deficit Current liabilities: A ccounts payable and accrued expenses $ 5,690,852 $ 4,408,080 Due to Sponsor 270,000 240,000 Franchise taxes payable 49,896 40,030 Income taxes payable 107,344 — Excise tax payable 2,235,006 2,235,006 Redemption payable — 43,640,022 Promissory note - related party 2,150,000 1,875,000 Total current liabilities 10,503,098 52,438,138 Warrant liability 1,135,000 454,000 Marketing agreement 150,000 150,000 Total liabilities 11,788,098 53,042,138 Commitments and Contingencies (Note 6) Class A common stock subject to possible redemption, 1,717,578 shares at redemption value of $ 11.14 and 10.98 per share as of March 31 , 2024 and December 31, 2023 , respectively 19,074,076 18,853,961 Stockholders' Deficit: Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding — — Class A common stock, $ 0.0001 par value; 500,000,000 shares authorized; 5,000,000 issued and outstanding, (excluding 1,717,578 shares subject to possible redemption), as of March 31 , 2024 and December 31, 2023 , respectively 500 500 Class B common stock, $ 0.0001 par value; 50,000,000 shares authorized; 750,000 shares issued and outstanding as of March 31 , 2024 and December 31, 2023 , respectively 75 75 Additional paid-in capital — — Accumulated deficit ( 11,614,653 ) ( 9,160,269 ) Total stockh

financial statements

financial statements. 2 Table of Contents FOCUS IMPACT ACQUISITION CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2024 Class A Common Stock Class B Common Stock Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Stockholders' Deficit Balance as of January 1, 2024 5,000,000 $ 500 750,000 $ 75 $ — $ ( 9,160,269 ) $ ( 9,159,694 ) Net loss — — — — — ( 2,234,269 ) ( 2,234,269 ) Remeasurement of Class A common stock subject to possible redemption to redemption amount — — — — — ( 220,115 ) ( 220,115 ) Balance as of March 31, 2024 5,000,000 $ 500 750,000 $ 75 $ — $ ( 11,614,653 ) $ ( 11,614,078 ) FOR THE THREE MONTHS ENDED MARCH 31, 2023 Class B Common Stock Shares Amount Additional Paid-in Capital Accumulated Deficit Stockholders' Deficit Balance as of January 1, 2023 5,750,000 $ 575 $ — $ ( 9,955,785 ) $ ( 9,955,210 ) Net income — — — 1,522,559 1,522,559 Remeasurement of Class A common stock subject to possible redemption to redemption amount — — — ( 1,961,604 ) ( 1,961,604 ) Balance as of March 31 , 2023 5,750,000 $ 575 $ — $ ( 10,394,830 ) $ ( 10,394,255 ) The accompanying notes are an integral part of these unaudited condensed consolidated

financial statements

financial statements. 3 Table of Contents FOCUS IMPACT ACQUISITION CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 2024 2023 Cash flows from operating activities: Net (loss) income $ ( 2,234,269 ) $ 1,522,559 Adjustments to reconcile net (loss) income to net cash used in operating activities: Change in fair value of warrant liability 681,000 - Income from investments held in Trust Account ( 253,990 ) ( 2,534,447 ) Changes in assets and liabilities: Prepaid expenses 2,795 96,376 Accounts payable and accrued expenses 1,282,772 138,058 Franchise tax payable 9,866 ( 13,283 ) Due to related party 30,000 30,000 Income taxes payable 121,281 95,314 Net cash used in operating activities ( 360,545 ) ( 665,423 ) Cash flows from investing activities: Investments in trust account ( 137,406 ) — Funds withdrawn for redemptions 43,640,022 — Withdrawal of investments held in Trust for taxes 40,134 — Return of excess withdrawals for taxes ( 75,773 ) — Net cash provided by investing activities 43,466,977 — Cash flows from financing activities: Redemption of common stock ( 43,640,022 ) — Proceeds from issuance of promissory note to related party 275,000 — Net cash used in financing activities ( 43,365,022 ) — Net change in cash ( 258,590 ) ( 665,423 ) Cash, beginning of the period 300,167 1,426,006 Cash, end of the period $ 41,577 $ 760,583 Supplemental disclosure of cash flow information: Accretion for Class A common stock to redemption amount $ 220,115 $ 1,961,604 Payment of federal income taxes $ — 427,529 The accompanying notes are an integral part of these unaudited condensed consolidated

financial statements

financial statements. 4 Table of Contents FOCUS IMPACT ACQUISITION CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Note 1 - Organization and Business Operations Organization and General Focus Impact Acquisition Corp. (the "Company" or "FIAC") is a blank check company incorporated in Delaware on February 23, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Initial Business Combination"). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through March 31, 2024 relates to the Company's formation and the Initial Public Offering ("IPO") (as defined below), and since the closing of the IPO, the search for a prospective and consummation of an Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Sponsor and Financing The Company's sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company (the "Sponsor"). The registration statement for the Company's IPO was declared effective on October 27, 2021 (the "Effective Date"). On November 1, 2021, the Company consummated its IPO of 23,000,000 units (the "Units") which included the exercise of the underwriters' option to purchase an additional 3,000,000 Units at the IPO price to cover over-allotments. Each Unit consists of one share of Class A common stock, $ 0.0001 par value per share (the "Class A common stock"), a

View Full Filing

View this 10-Q filing on SEC EDGAR