Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $2,234,269, with operating costs of $1,687,227 and a change in fair value of warrants amounting to $681,000 [228]. - In comparison, for the three months ended March 31, 2023, the company had a net income of $1,522,559, driven by trust earnings of $2,534,447 [229]. - The company has no long-term debt obligations or capital lease obligations, indicating a strong balance sheet position [230]. - The underwriters waived the deferred underwriting fee of approximately $8,650,000, resulting in a recognized income of $309,534 and a reduction in accumulated deficit [232]. - The fair value of warrants is recorded as a liability and will be adjusted at each reporting period, reflecting changes in market conditions [234]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [237]. - Inflation did not have a material impact on the company's business or operating results during the reported period [236]. Business Combination and Corporate Actions - The company entered into a Business Combination Agreement on September 12, 2023, to acquire DevvStream, structured as a continuance followed by an amalgamation transaction [180]. - The aggregate consideration to be paid to DevvStream shareholders is approximately $145 million plus the aggregate exercise price of all in-the-money options and warrants, divided by $10.20 per share [186]. - The closing of the business combination is expected to occur on or before June 12, 2024, subject to the satisfaction of all closing conditions [187]. - The business combination agreement includes customary representations, warranties, and covenants from both DevvStream and FIAC regarding their authority and operations [188]. - The obligation to consummate the proposed transactions is conditioned on the approval of stockholders from both FIAC and DevvStream [188]. - The business combination agreement allows for termination if the required shareholder approvals are not obtained or if the effective time does not occur by the specified date [201]. - New PubCo will bear expenses related to the proposed transactions if the business combination is consummated [205]. - If the agreement is terminated due to mutual consent or failure to obtain required approvals, each party will bear its own expenses [206]. - DevvStream's shareholders must approve the arrangement resolution in accordance with the Interim Order [188]. - The sponsor agreed to forfeit 10% of its founder shares effective upon the consummation of the business combination [184]. - Lock-up restrictions for the New PubCo Common Shares will terminate under specific conditions, including a closing price of $12.00 per share for 20 trading days [184]. Shareholder Actions and Compliance - On April 25, 2023, shareholders approved an amendment allowing the company to extend the Termination Date for up to nine additional months, resulting in a total extension period of up to twelve months [165]. - During the Second Extension Meeting on December 29, 2023, shareholders redeemed 3,985,213 shares of Class A common stock for approximately $43.64 million at a redemption price of $10.95 per share [170]. - The total redemption amount from the Extension Meeting on April 25, 2023, was approximately $179.86 million, with 17,297,209 shares redeemed at a price of $10.40 per share [166]. - The company received a notice from Nasdaq on October 16, 2023, regarding non-compliance with the Minimum Public Holders Rule, but regained compliance by April 12, 2024 [177][178]. Financial Obligations and Advisory - The company has engaged J.V.B. Financial Group, LLC, to act as its financial advisor and capital markets advisor in connection with the business combination [217]. - The company will pay an advisory fee of $2,500,000 at the closing of the business combination, plus a transaction fee of 4.0% of gross proceeds raised [218]. - 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 [230]. - The company has not made any adjustments to the carrying amounts of assets or liabilities in case of mandatory liquidation after June 1, 2024 [220]. - The company anticipates that any redemption or repurchase in connection with an Initial Business Combination may be subject to the excise tax, potentially reducing the value of Class A common stock [226]. - The excise tax of 1% on stock repurchases by publicly traded corporations, effective from January 1, 2023, may impact the company's cash available for business combinations [222]. Operational Status - The company has not commenced any operations as of March 31, 2024, and has generated no revenues to date [227]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, accounting, and auditing compliance costs [227]. - Management believes that the funds available after the Initial Public Offering may not sustain operations for at least one year from the issuance date of the financial statement [219]. - The company has no contractual obligations related to long-term liabilities, enhancing its financial flexibility [230]. - The company has opted not to opt out of the extended transition period for new financial accounting standards, which may affect comparability with other public companies [238].
Focus Impact Acquisition Corp.(FIACU) - 2024 Q1 - Quarterly Report