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].
Focus Impact Acquisition Corp.(FIACU) - 2023 Q1 - Quarterly Report