Company Operations and Financial Performance - As of June 30, 2023, the company has not commenced any operations and has generated no revenues to date, with all activities related to its formation and the Initial Public Offering [128]. - For the three months ended June 30, 2023, the company reported a net income of $470,894, resulting from $1,047,442 in operating costs and $1,285,554 in trust earnings [129]. - For the six months ended June 30, 2023, the company had a net income of $1,051,665, driven by $3,820,001 in trust earnings, partially offset by $1,541,770 in operating costs [131]. - The company has assessed that it may not have sufficient working capital to sustain operations for at least one year from the issuance date of the financial statement [122]. - The company incurred $454,000 in change in fair value of warrants for the three months ended June 30, 2023 [129]. Initial Public Offering and Trust Account - The company completed its Initial Public Offering on November 1, 2021, raising gross proceeds of $230 million from the sale of 23,000,000 Units at $10.00 per Unit [111]. - The company has a trust account holding $10.20 per Unit sold in the IPO, intended for use in completing a Business Combination or redeeming public shares if not completed within the specified timeframe [114]. - Shareholders redeemed 17,297,209 shares of Class A common stock at a redemption price of approximately $10.40 per share, totaling an aggregate redemption amount of $179,860,588 [117]. - The underwriters are entitled to deferred underwriting commissions of approximately $0.376 per unit, totaling $8,650,000, contingent upon the completion of an Initial Business Combination [135]. - All 23,000,000 common stock sold in the IPO contain a redemption feature, classified outside of permanent equity due to SEC guidance [138]. - The company recognizes changes in redemption value immediately, adjusting the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period [139]. Business Combination and Advisory Services - On April 25, 2023, the company extended the Termination Date to May 1, 2024, allowing for up to nine one-month extensions for completing a Business Combination [116]. - The company will pay a minimum of $150,000 for advisory services upon a Business Combination, with additional payments ranging from $2,000,000 to $6,000,000 for lead information on potential target companies [136]. - The company issued a Promissory Note to the Sponsor for $487,500, which was deposited into the Trust Account to support operations and extensions [119]. Debt and Liabilities - The company has no long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations, or long-term liabilities [133]. - As of June 30, 2023, the company had no off-balance sheet arrangements [142]. Market Conditions and Reporting Status - The company does not believe inflation had a material impact on its business, revenues, or operating results during the reported period [144]. - The company qualifies as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements [145]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may complicate comparisons with other public companies [146]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [147].

IPO and Financing - The company completed its Initial Public Offering (IPO) on November 1, 2021, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit, including an over-allotment option [107]. - The company issued a promissory note of up to $1,500,000 to the Sponsor, with an initial funding of $487,500, to support operations until a Business Combination is completed [115]. - The underwriters are entitled to deferred underwriting commissions of approximately $0.376 per unit, totaling $8,650,000, payable only if the Initial Business Combination is completed [130]. - The company will pay advisors a minimum of $150,000 for advisory services upon a Business Combination, with additional fees ranging from $2,000,000 to $6,000,000 for lead information on potential target companies [131]. Financial Performance - As of March 31, 2023, the company reported a net income of $1,522,559, primarily from trust earnings of $2,534,447, offset by operating costs of $494,328 and income tax provisions of $522,843 [126]. - The company has not commenced any operations and has generated no revenues to date, relying on interest income from cash and cash equivalents [125]. - Net income per common stock is calculated by dividing net income by the weighted average number of shares outstanding, with no dilutive securities affecting the calculation [135]. Business Combination and Operations - The company has until August 1, 2023, to complete its initial Business Combination, with a potential extension to May 1, 2024, if approved by the board of directors [112]. - The company has not made any adjustments to asset or liability carrying amounts in anticipation of potential liquidation after the August 1, 2023 deadline if a Business Combination is not consummated [117]. - Management has expressed concerns about the ability to sustain operations for at least one year from the issuance date of the financial statement due to insufficient working capital [116]. - The company has identified various risks, including economic uncertainty, inflation, and the ongoing effects of the COVID-19 pandemic, which may adversely affect its ability to complete a Business Combination [119]. Stock and Liabilities - A total of 17,297,209 shares of Class A common stock were redeemed for cash at approximately $10.40 per share, resulting in an aggregate redemption amount of $179,860,588 [113]. - The company has no long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations, or long-term liabilities [127]. - All 23,000,000 common stock sold in the IPO contain a redemption feature, classified outside of permanent equity due to SEC guidance [133]. - The company recognizes changes in redemption value immediately, adjusting the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period [134]. - Warrants issued in connection with the IPO are classified as liabilities and will be re-measured at fair value at each reporting period [136]. - As of March 31, 2023, the company had no off-balance sheet arrangements [137]. Tax and Economic Impact - The company is subject to a new 1% excise tax on stock repurchases effective January 1, 2023, which could impact the value of Class A common stock and cash available for Business Combination [120]. - The company does not believe inflation had a material impact on its business or operating results during the reported period [139].

Investment Focus - The company aims to invest in high-growth "Social-Forward Companies" aligned with four UN SDGs, targeting a combined global market size of approximately $688 billion[15]. - The company intends to focus on high-growth businesses in EdTech, technology-enabled manufacturing and services, FinTech, and Health Tech sectors, particularly those led by or serving BIPOC or women in the U.S.[64]. - The company believes that investing in Social-Forward Companies will drive attention and equity capital towards these businesses, contributing to economic growth and social impact[20]. - The company has developed high-level investment criteria prioritizing businesses with strong fundamentals and defined growth opportunities, particularly those that support social value[80]. Market Trends - The education technology sector is projected to grow to over $400 billion by 2025, with the U.S. accounting for 31% of global VC spending in this sector from 2010 to mid-2020[29]. - The tech-enabled manufacturing sector is expected to reach global revenues of $385 billion by 2025, driven by advancements in operational optimization and robotics[30]. - The healthcare technology sector generated $96.5 billion in global revenue in 2020, with North America accounting for nearly 40% of this value[32]. - A McKinsey & Company report predicts that $250 billion of U.S. healthcare expenditures could shift to virtual or near-virtual care, representing 20% of total 2020 office, outpatient, and home health spending[32]. - The total assets seeking ESG-aligned strategies topped $35 trillion in 2020, indicating a growing trend towards sustainable investment[25]. Social Impact and Diversity - The company emphasizes the importance of social impact, noting that top quintile "S" companies in the MSCI World Index outperformed bottom quintile companies in terms of return and risk-adjusted return over a 13-year period[24]. - The company is committed to working with BIPOC and women-led teams for various services, enhancing its attractiveness to potential target companies[21]. - Venture capital funding for women-founded companies decreased from 2.8% in 2019 to 2.3% in 2020, while investments in Black-founded startups fell by 45% in 2022[33]. Business Combination Process - The company has not yet selected a business combination target and has not initiated substantive discussions with any potential targets[18]. - The company plans to extend the deadline for consummating a business combination from May 1, 2023, to August 1, 2023, with the possibility of monthly extensions until May 1, 2024, totaling up to twelve months[84]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the trust account[95]. - The company does not currently have any specific transaction under consideration for its initial business combination[110]. - The management team intends to devote necessary time to the company's affairs until the initial business combination is completed[98]. Financial Considerations - The company has $225,950,000 available for a business combination after paying $8,650,000 in deferred underwriting fees[106]. - The company intends to complete its initial business combination using cash from its initial public offering and private placement, along with potential debt or equity securities[108]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with the business combination[110]. - The company has approximately $1,900,000 in proceeds held outside the trust account to cover costs associated with dissolution and creditor payments[158]. Risks and Compliance - The company may face risks associated with pursuing a business combination with financially unstable or early-stage companies[118]. - The process of government review, including CFIUS, could delay the business combination and limit the pool of potential targets[92]. - The company will conduct thorough due diligence on prospective target businesses, including meetings with management and reviews of financial information[119]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[176]. Management and Advisory - The management team, along with Auldbrass Partners and the advisory board, enhances the company's attractiveness to potential target businesses and strengthens its ability to complete a successful combination[61]. - The advisory board assists in sourcing and evaluating business opportunities but does not manage day-to-day affairs or have fiduciary obligations[60]. - Auldbrass Partners has managed approximately $1.5 billion in global investments across growth, buyout, mezzanine, and venture capital[55]. - The investment team at Auldbrass Partners has completed over $3.8 billion in secondary transactions across various asset classes, including private equity and real estate[56]. Redemption and Shareholder Rights - Public stockholders will have the opportunity to redeem shares of Class A common stock at a per-share price of approximately $10.20, based on the trust account balance prior to the business combination[138]. - The company anticipates needing at least 8,625,001 shares, or 37.5% of the 23,000,000 public shares sold in the initial public offering, to be voted in favor of the business combination for approval[146]. - Redemption rights will be limited to prevent any stockholder from seeking redemption for more than 15% of the shares sold in the initial public offering without prior consent[148]. - If the initial business combination is not completed, public stockholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the trust account[153].

IPO and Offering Details - The company completed its Initial Public Offering (IPO) on November 1, 2021, raising gross proceeds of $230 million from the sale of 23,000,000 Units at $10.00 per Unit, including the full exercise of the underwriters' over-allotment option [121]. - Offering costs for the IPO amounted to $13,457,525, which included $4,000,000 in underwriting commissions and $8,650,000 in deferred underwriting commissions [143]. - The company has $11,200,000 in gross proceeds from the private sale of 11,200,000 warrants at $1.00 per warrant, which were sold to the Sponsor [122]. Financial Performance - As of September 30, 2022, the company reported a net income of $1,905,598 for the three months ended, primarily due to a $1,362,000 change in the fair value of warrants [135]. - For the nine months ended September 30, 2022, the company reported a net income of $9,732,124, driven by a $9,761,000 change in the fair value of warrants [136]. - Net income (loss) per common stock is calculated by dividing net income (loss) by the weighted average number of shares outstanding, with no dilutive securities affecting the calculation [146]. Business Operations and Future Expectations - The company has not commenced any operations and has not generated any revenues to date, with future revenues expected only after the completion of an initial Business Combination [134]. - The company has until May 1, 2023, to consummate a Business Combination, after which mandatory liquidation and dissolution will occur if not completed [127]. - The company expects to incur increased expenses related to being a public company, including legal and compliance costs [134]. Financial Position and Reporting - The trust account holds proceeds from the IPO and Private Placement Warrants, which will be invested in U.S. government securities or money market funds [124]. - The company has no long-term debt obligations or capital lease obligations as of the reporting date [138]. - As of September 30, 2022, there were no off-balance sheet arrangements reported [148]. Regulatory and Compliance Matters - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements applicable to other public companies [151]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may affect comparability with other public companies [152]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [153]. Market Conditions - The company does not believe inflation had a material impact on its business or operating results during the reported period [150]. Warrants and Shares - The fair value of warrants issued in connection with the IPO is recorded as a liability and will be re-measured at each reporting period [147]. - The weighted average shares were reduced by 750,000 shares subject to forfeiture if the over-allotment option is not exercised [146].

Financial Performance - The company had a net income of $2,762,665 for the three months ended June 30, 2022, primarily due to a $2,951,000 change in the fair value of warrants [128]. - For the six months ended June 30, 2022, the company reported a net income of $7,826,526, driven by an $8,399,000 change in the fair value of warrants [129]. Operations and Revenue - The company has not commenced any operations and has generated no revenues to date, with all activities related to its formation and the Initial Public Offering [127]. - The company has sufficient working capital to sustain operations for at least one year from the issuance date of the financial statement [123]. Initial Public Offering (IPO) - Offering costs for the Initial Public Offering amounted to $13,457,525, including $4,000,000 in underwriting commissions and $8,650,000 in deferred underwriting commissions [138]. - The trust account holds proceeds from the IPO and Private Placement Warrants, which will be invested in U.S. government securities or money market funds [121]. Business Combination and Liquidation - The company has until May 1, 2023, to consummate a Business Combination, after which mandatory liquidation will occur if not completed [124]. Financial Liabilities and Obligations - As of June 30, 2022, the company had no long-term debt obligations or off-balance sheet arrangements [132][142]. - The fair value of warrants is recorded as a liability and will be adjusted at each reporting period until exercised or expired [141]. Public Company Status - The company expects to incur increased expenses due to being a public company, including legal and compliance costs [127]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions [144]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies [145]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures [146].

IPO and Financial Overview - Focus Impact Acquisition Corp. completed its Initial Public Offering (IPO) on November 1, 2021, raising gross proceeds of $230 million from the sale of 23,000,000 Units at $10.00 per Unit, including the full exercise of the underwriters' over-allotment option[113]. - The total offering costs amounted to $13,457,525, which included $4,000,000 in underwriting commissions and $8,650,000 in deferred underwriting commissions[129]. - As of March 31, 2022, the company reported a net income of $5,063,861, primarily due to a $5,448,000 change in the fair value of warrants and $19,146 in interest income, offset by $403,285 in operating costs[123]. - The company has not commenced any operations and has not generated any revenues to date, with expectations to incur increased expenses related to being a public company[122]. Trust Account and Business Combination - The trust account holds proceeds from the IPO and Private Placement Warrants, which will be invested in U.S. government securities or money market funds until the completion of the initial Business Combination[116]. - The company has a 18-month period from the closing of the IPO to complete its initial Business Combination, after which it may seek an extension subject to shareholder approval[117]. Financial Sustainability and Obligations - Management believes that the funds available post-IPO will sustain operations for at least one year from the issuance date of the financial statements, alleviating previous concerns about going concern[118]. - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2022[124][134]. Warrants and Reporting Classifications - The fair value of warrants issued in connection with the IPO is recorded as a liability and will be adjusted at each reporting period[133]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[137]. - The company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new or revised financial accounting standards at the same time as private companies[138]. - As an emerging growth company, the company may face challenges in comparing its financial statements with those of other public companies that are not emerging growth companies or have opted out of the extended transition period[138]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[139].

Social Impact and Responsibility - The company aims to amplify social impact by investing in high-growth businesses aligned with four UN Sustainable Development Goals (SDGs): Good Health and Well-being, Quality Education, Decent Work and Economic Growth, and Reduced Inequality[20] - The company emphasizes the importance of social responsibility, noting that businesses with strong social profiles outperform those with weak profiles, as evidenced by MSCI data[33] - The company plans to focus on BIPOC and women-led businesses, which have historically faced capital access challenges, thereby aiming to reduce inequality[24] - The company is committed to amplifying corporate social impact by focusing on Social-Forward Companies and enhancing public market access[45] - The firm is committed to conducting its operations as a Social-Forward Company, which is expected to attract potential business targets and investors[87] Market Opportunities - The estimated global market size for the target sectors (EdTech, tech-enabled manufacturing, FinTech, and Health Tech) was approximately $688 billion in 2020, with significant growth potential[23] - EdTech revenues were estimated at $227 billion in 2020, projected to exceed $400 billion by 2025, driven by increased demand for remote learning solutions[39] - Tech-enabled manufacturing revenues were estimated at $215 billion in 2020, expected to reach $385 billion by 2025, with potential total returns to shareholders between $0.8 trillion and $2.0 trillion from technology-enabled transformations[40] - FinTech sector generated an estimated global revenue of $126 billion in 2020, projected to grow at an 11.7% CAGR from 2019 to 2024[42] - Health Tech sector generated approximately $96.5 billion in global revenue in 2020, with North America accounting for nearly 40% of this value[43] - The company recognizes the growing trend of ESG investments, with over $30 trillion in assets seeking ESG-aligned strategies as of 2018, indicating a significant market opportunity[34] Business Combination Strategy - The company has not yet selected a business combination target and has not initiated substantive discussions with any potential targets[27] - The company aims to leverage its team's expertise to identify potential target businesses and create shareholder value through strategic investments[48] - Auldbrass Partners intends to prioritize companies with existing revenue and evidence of high growth during its search for acquisition targets[91] - The company intends to structure the initial business combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[103] - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target[124] Financial Considerations - The company has $225,950,000 available for a business combination after paying $8,650,000 in deferred underwriting fees[114] - The anticipated redemption price for public shares upon completion of the initial business combination is approximately $10.20 per share[145] - The company expects to fund all costs and expenses related to its dissolution plan from approximately $1,900,000 held outside the trust account, with a potential additional request for up to $100,000 of accrued interest if necessary[164] - The company has approximately $1,900,000 available from its initial public offering proceeds to address potential claims, with estimated liquidation costs not exceeding $100,000[171] Management and Experience - The management team has collectively overseen over $4.5 billion in assets under management (AUM) across various investment firms[58] - Wray Thorn has been involved in approximately 290 transactions with aggregate consideration exceeding $32 billion, showcasing extensive investment experience[66] - Dawanna Williams has developed over 3,000 apartment units covering more than 2 million square feet in mixed-use developments[68] - The management team and advisory board possess extensive experience in sourcing, structuring, and executing business combinations, which strengthens the firm's acquisition strategy[84] - The management team's extensive network and experience are expected to provide a substantial number of potential business combination targets[107] Challenges and Risks - Venture capital funding for women-founded companies decreased from 2.8% in 2019 to 2.3% in 2020, indicating a decline in financial support for these businesses[44] - Only 2.6% of venture capital funding year-to-date in 2020 supported Black and Latinx founders, highlighting disparities in access to capital[44] - In 2020, banks extended financing to 80% of white business owners applying for loans, while only two-thirds of BIPOC owners were successful[44] - The company may face intense competition from other entities with similar business objectives, which could limit its ability to acquire larger target businesses[178] - The obligation to pay cash to public stockholders exercising redemption rights may reduce available resources for the initial business combination[179] Compliance and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[110] - The company is required to evaluate its internal controls over financial reporting procedures for the fiscal year ending December 31, 2021, as mandated by the Sarbanes-Oxley Act[184] - Compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any acquisition[184] - The company may not be able to acquire a proposed target business if it cannot meet financial statement requirements[183] - The development of internal controls for compliance may be a challenge for target companies[184]

IPO and Financial Overview - The company completed its Initial Public Offering (IPO) on November 1, 2021, raising gross proceeds of $230 million from the sale of 23,000,000 Units at $10.00 per Unit, including the full exercise of the underwriters' over-allotment option[104]. - Offering costs totaled $13,457,525, which included $4,000,000 in underwriting commissions and $8,650,000 in deferred underwriting commissions[117]. - As of September 30, 2021, the company reported a net loss of approximately $962, attributed to formation and operating costs, with no revenues generated to date[111]. - The company has no long-term debt obligations or capital lease obligations, indicating a clean balance sheet[112]. - The trust account holds proceeds from the IPO and Private Placement Warrants, which will be invested in U.S. government securities or money market funds until the completion of the initial Business Combination[106]. - The company has 18 months from the closing of the IPO to complete its initial Business Combination, or it will be required to liquidate and redeem public shares[107]. Administrative and Compliance Matters - The company has agreed to pay the Sponsor $10,000 per month for administrative services, which will cease upon the completion of the initial Business Combination or liquidation[113]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[124]. - As of September 30, 2021, the company did not have any off-balance sheet arrangements[122]. - The company expects to incur increased expenses related to being a public company, including legal and compliance costs[110].