FIAC Amends Charter, Submits Items to Shareholder Vote

TL;DR

**FIAC is making corporate changes, likely prepping for a big move.**

AI Summary

Focus Impact Acquisition Corp. (FIAC) filed an 8-K on January 5, 2024, reporting events from December 29, 2023, related to amendments to its organizational documents and matters submitted to a security holder vote. This filing indicates the company is actively managing its corporate structure, which is crucial for investors as it often precedes significant corporate actions like mergers or acquisitions, directly impacting the stock's future value and the rights of shareholders.

Why It Matters

These corporate governance changes can affect shareholder rights and signal upcoming strategic moves, potentially impacting the stock's valuation and future direction.

Risk Assessment

Risk Level: medium — While not inherently negative, changes to articles of incorporation and bylaws can alter shareholder rights or facilitate transactions that carry their own risks.

Analyst Insight

Investors should monitor subsequent filings for details on the amendments and the outcome of the security holder vote, as these will clarify the company's strategic direction and potential impact on shareholder value.

Key Numbers

• 2023-12-29 — Date of earliest event reported (The date the corporate events described in the 8-K occurred.)
• 2024-01-05 — Date of Report (The date the 8-K filing was made with the SEC.)

Key Players & Entities

• Focus Impact Acquisition Corp. (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for Focus Impact Acquisition Corp.
• 001-40977 (dollar_amount) — Commission File Number
• 86-2433757 (dollar_amount) — I.R.S. Employer Identification No.
• 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 (company) — principal executive offices of Focus Impact Acquisition Corp.
• 212-213-0243 (dollar_amount) — registrant's telephone number

Forward-Looking Statements

• Focus Impact Acquisition Corp. will announce a definitive business combination agreement. (Focus Impact Acquisition Corp.) — medium confidence, target: 2024-06-30

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
• $10.95 — at a redemption price of approximately $10.95 per share, for an aggregate redemption
• $43,638,082 — gate redemption amount of approximately $43,638,082. Item 8.01 Other Events . As disclo
• $120,000 — he " Trust Accoun t") the lesser of (a) $120,000 and (b) $0.06 per share of Class A Comm
• $0.06 — t") the lesser of (a) $120,000 and (b) $0.06 per share of Class A Common Stock not r
• $103,054.68 — January 2, 2023, an aggregate amount of $103,054.68 was deposited into the Trust Account.

Filing Documents

• ef20018135_8k.htm (8-K) — 61KB
• ef20018135_ex3-1.htm (EX-3.1) — 21KB
• 0001140361-24-001049.txt ( ) — 288KB
• fiac-20231229.xsd (EX-101.SCH) — 5KB
• fiac-20231229_def.xml (EX-101.DEF) — 19KB
• fiac-20231229_lab.xml (EX-101.LAB) — 30KB
• fiac-20231229_pre.xml (EX-101.PRE) — 22KB
• ef20018135_8k_htm.xml (XML) — 8KB

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 29, 2023, Focus Impact Acquisition Corp. (the " Company " or " FIAC ")) held a special meeting of stockholders (the " Extension Meeting ") to amend the Company's amended and restated certificate of incorporation to (i) extend the date (the " Termination Date ") by which the Company has to consummate a business combination from January 1, 2024 (the " Original Termination Date ") to April 1, 2024 (the " Charter Extension Date ") and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to seven 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 Sponsor, LLC, a Delaware limited liability company (the " Sponsor ") , and upon five days' advance notice prior to the applicable Termination Date, until November 1, 2024, or a total of up to ten months after the Original Termination Date, unless the closing of the Company's initial business combination shall have occurred prior to such date (such amendment, the " Extension Amendment " and such proposal, the " Extension Amendment Proposal "). The stockholders of the Company approved the Extension Amendment Proposal at the Extension Meeting and on December 29, 2023, the Company filed the Extension Amendment with the Secretary of State of Delaware. The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 29, 2023, the Company held the Extension Meeting to approve the Extension Amendment Proposal and a proposal to allow the adjournment of the Extension Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extension Meeting, there were insufficient shares of Class A common stock, par value $0.0001 per share (the " Class A Common Stock ") and shares of Class B common stock, par value $0.0001 per share (the " Class B Common Stock " and together with the Class A Common Stock, the " Common Stock ") in the capital of the Company represented (either in person or by proxy) at the time of the Extension Meeting to approve the Extension Amendment Proposal or (ii) where the board of directors of the Company has determined it is otherwise necessary (the " Adjournment Proposal "), each as more fully described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on December 11, 2023, as supplemented (the " Definitive Proxy Statement "). As there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to stockholders. Holders of 10,771,879 shares of Common Stock held of record as of December 4, 2023, the record date for the Extension Meeting, were present in person or by proxy at the meeting, representing approximately 94.05% of the voting power of the Common Stock as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business. The voting results for the Extension Amendment Proposal were as follows: For Against Abstain 9,095,684 1,676,195 0 In connection with the vote to approve the Extension Amendment Proposal, the holders of 3,985,213 shares of Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of

01

Item 8.01 Other Events . As disclosed in the Definitive Proxy Statement, the Sponsor agreed that if the Extension Amendment Proposal was approved and the Extension Amendment became effective it (or one of its affiliates, members or third-party designees) would deposit into the trust account established in connection with the Company's initial public offering (the " Trust Accoun t") the lesser of (a) $120,000 and (b) $0.06 per share of Class A Common Stock not redeemed in connection with the vote to approve the Extension Amendment Proposal. Accordingly, on January 2, 2023, an aggregate amount of $103,054.68 was deposited into the Trust Account. About Focus Impact Acquisition Corp. FIAC is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. FIAC is sponsored by Focus Impact Sponsor, LLC. FIAC intends to focus its search on businesses that are, or seek to be positioned as, a "Social-Forward Company," which are companies that marry operating excellence with the desire to create social good, with the benefit of increasing attention and capital flows to such companies while amplifying their social impact. On September 13, 2023, FIAC and DevvStream Holdings Inc. (" DevvStream ") announced that they have entered into a definitive Business Combination Agreement for a business combination (the " Business Combination ") that would result in the combined company (DevvStream) to be listed on the Nasdaq Stock Market under the ticker symbol "DEVS". About DevvStream Founded in 2021, DevvStream is a technology-based sustainability company that advances the development and monetization of environmental assets, with an initial focus on carbon markets. DevvStream works with governments and corporations worldwide to achieve their sustainability goals through the implementation of curated green technology projects that gene

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.1 Amendment to Amended and Restated Certificate of Incorporation (Extension Amendment). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 5, 2024 FOCUS IMPACT ACQUISITION CORP. By: /s/ Carl Stanton Name: Carl Stanton Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR