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Focus Impact Acquisition Corp.(FIACU) - 2025 Q4 - Annual Report
2025-11-06 02:02
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________ to ___________ Commission file number 001-40977 DEVVSTREAM CORP. (Exact name of registrant as specified in its charter) 2108 N St., Suite 4254 Sacramento, California (Add ...
Focus Impact Acquisition Corp.(FIACU) - 2024 Q3 - Quarterly Report
2025-01-23 21:30
IPO and Financing Activities - The company completed its Initial Public Offering (IPO) on November 1, 2021, issuing 23,000,000 Units at $10.00 per Unit, including the full exercise of the underwriters' over-allotment option[171] - Simultaneously with the IPO, the company sold 11,200,000 Private Placement Warrants at $1.00 per warrant, generating $11,200,000 in gross proceeds[172] - As of September 30, 2024, the company had drawn $1,500,000 under the Promissory Note and $1,475,000 under the Second Promissory Note to fund extensions prior to the Business Combination[178][179] - The company engaged CCM as a financial advisor and agreed to pay an advisory fee of $2,500,000 plus a transaction fee of 4.0% of gross proceeds raised from investors[183][184] - The underwriters waived the deferred underwriting fee of $8,650,000, resulting in the company recognizing $309,534 of income and reducing accumulated deficit by $8,340,466[205] Business Combination and Management Transition - The company consummated a Business Combination with DevvStream on November 6, 2024, transitioning management to the prior DevvStream team[175][176] - On December 27, 2024, New PubCo issued 412,478 New PubCo Common Shares to service providers as consideration for services rendered[187] Financial Performance and Losses - Net loss for Q3 2024 was $1,011,733, driven by operating costs of $1,372,525 and provision for income taxes of $40,918, partially offset by trust earnings of $174,594 and change in fair value of warrants of $227,000[196] - Net loss for Q3 2023 was $1,770,907, resulting from operating costs of $2,485,780, change in fair value of warrants of $227,000, and provision for income taxes of $154,799, partially offset by trust earnings of $784,704[197] - Net loss for the nine months ended September 30, 2024, was $3,863,631, with operating costs of $4,065,418, change in fair value of warrants of $227,000, and provision for income taxes of $217,448, partially offset by trust earnings of $644,756[198] - Net loss for the nine months ended September 30, 2023, was $719,242, with operating costs of $4,027,550, change in fair value of warrants of $681,000, and provision for income taxes of $938,294, partially offset by trust earnings of $4,604,705[199] Financial Position and Liabilities - As of September 30, 2024, the company had no long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations, or long-term liabilities[200] - Restricted cash at September 30, 2024, was $25,843, down from $75,773 at December 31, 2023, due to funds withdrawn from the Trust Account for tax payments[202] - Warrants issued in connection with the Initial Public Offering and Private Placement are classified as liabilities and re-measured at fair value at each reporting period[207] Going Concern and Operational Challenges - Management expressed substantial doubt about the company's ability to continue as a going concern due to insufficient working capital following the Business Combination[188][189] - As of September 30, 2024, the company had not commenced operations and generated no operating revenues, with all activity focused on the IPO and Business Combination[195] Regulatory and Tax Considerations - The company is evaluating options to pay a 1% excise tax on stock repurchases under the Inflation Reduction Act, with potential penalties of 10% interest per annum and a 5% underpayment penalty per month[192][194] - The company is an emerging growth company and has elected not to opt out of the extended transition period for adopting new or revised financial accounting standards[209] - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk under Item 3[211] Share Structure and Transactions - On December 21, 2023, the Sponsor converted 5,000,000 shares of Class B common stock to Class A common stock, leaving 6,717,578 shares of Class A and 750,000 shares of Class B outstanding[182]
Focus Impact Acquisition Corp.(FIACU) - 2024 Q2 - Quarterly Report
2024-08-19 20:15
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 001-40977 86-2433757 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 250 Park Avenue Ste 911 New York, New York 10177 (Address of principal executive offices) (Zip Code) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one r ...
Focus Impact Acquisition Corp.(FIACU) - 2024 Q1 - Quarterly Report
2024-05-21 01:03
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 001-40977 86-2433757 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 250 Park Avenue Ste 911 New York, New York 10177 (Address of principal executive offices) (Zip Code) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one r ...
Focus Impact Acquisition Corp.(FIACU) - 2023 Q4 - Annual Report
2024-04-05 22:17
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to FOCUS IMPACT ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Commission File Number) ( ...
Focus Impact Acquisition Corp.(FIACU) - 2023 Q3 - Quarterly Report
2023-11-14 21:06
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 001-40977 86-2433757 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 250 Park Avenue Ste 911 New York, New York 10177 (Address of principal executive offices) (Zip Code) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one r ...
Focus Impact Acquisition Corp.(FIACU) - 2023 Q2 - Quarterly Report
2023-08-15 20:15
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 001-40977 86-2433757 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 250 Park Avenue Ste 911 New York, New York 10177 (Address of principal executive offices) (Zip Code) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one r ...
Focus Impact Acquisition Corp.(FIACU) - 2023 Q1 - Quarterly Report
2023-05-22 22:39
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Focus Impact Acquisition Corp. (Exact name of registrant as specified in its charter) | --- | --- | --- | |----------------------------------------------------------- ...
Focus Impact Acquisition Corp.(FIACU) - 2022 Q4 - Annual Report
2023-04-06 21:00
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [●] to [●] FOCUS IMPACT ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I ...
Focus Impact Acquisition Corp.(FIACU) - 2022 Q2 - Quarterly Report
2022-08-11 17:01
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | --- | --- | --- | | Units, each consisting of o ...