IPO and Fundraising - The company completed its Initial Public Offering on November 1, 2021, raising $230 million by selling 23 million units at $10.00 per unit, including an over-allotment option [166]. - The company has drawn an aggregate of $1,500,000 under the Promissory Note issued to the Sponsor as of June 30, 2024 [178]. - The Sponsor agreed to contribute up to $487,500 as a loan to the company if the Extension Amendment Proposal was approved, which was subsequently deposited into the Trust Account [173]. - The company had $25,843 in restricted cash as of June 30, 2024, related to funds withdrawn from the Trust Account for tax payments [243]. - The underwriters waived the deferred underwriting fee of approximately $8,650,000, resulting in a recognition of $309,534 of income [246]. Business Combination - The company entered into a Business Combination Agreement on September 12, 2023, to acquire DevvStream, structured as a continuance followed by an amalgamation [184]. - The aggregate consideration to be paid to DevvStream shareholders is $145 million plus the aggregate exercise price of all in-the-money options and warrants, divided by $10.20 per share [190]. - The closing of the business combination is expected to occur during the third quarter of 2024, no later than two business days after all closing conditions are satisfied or waived [191]. - The business combination agreement includes customary representations, warranties, and covenants from both DevvStream and FIAC regarding their authority to enter into the agreement [192]. - The obligation to consummate the proposed transactions is conditioned on the approval of stockholders from both FIAC and DevvStream [192]. - The business combination agreement may be terminated if the required shareholder approvals are not obtained or if the effective time does not occur by June 12, 2024, with a potential 30-day extension [205]. - New PubCo will bear all expenses related to the proposed transactions if the transactions are consummated [210]. - If the agreement is terminated due to mutual consent or failure to obtain required approvals, each party will bear its own expenses incurred [211]. - DevvStream will pay FIAC all expenses incurred if the agreement is terminated due to a change in recommendation or breach of representation by DevvStream [212]. - The Business Combination Agreement was amended on May 1, 2024, to include provisions for the automatic conversion of FIAC units into New PubCo Common Shares based on the Reverse Split Factor [214]. - Amendment No. 2 extended the Outside Date for the Business Combination from August 11, 2024, to October 31, 2024 [216]. Shareholder Actions and Stock Performance - The company redeemed 17,297,209 shares of Class A common stock at approximately $10.40 per share, totaling an aggregate redemption amount of $179,860,588 [172]. - Following the Second Extension Meeting, the company redeemed 3,985,213 shares of Class A common stock at approximately $10.95 per share, totaling an aggregate redemption amount of $43,640,022 [176]. - The Sponsor converted 5,000,000 shares of Class B common stock into Class A common stock, resulting in 6,717,578 shares of Class A common stock outstanding [181]. - The sponsor agreed to forfeit 10% of its founder shares effective upon the consummation of the business combination [188]. - The sponsor also agreed to certain transfer and lock-up restrictions related to the new shares received under the business combination agreement [188]. - The Sponsor agreed to forfeit 10% of its founder shares effective upon the consummation of the FIAC Continuance and may forfeit up to 30% of its shares in connection with financing arrangements [216]. Financial Performance and Concerns - As of June 30, 2024, the company reported a net loss of $617,629, with operating costs amounting to $1,005,666 and a provision for income taxes of $55,249 [237]. - For the six months ended June 30, 2024, the company had a net loss of $2,851,898, driven by operating costs of $2,692,893 and a provision for income taxes of $176,530 [239]. - The company has not commenced any operations and has generated no revenues to date, with expectations to incur increased expenses due to public company compliance [236]. - For the three months ended June 30, 2023, the company reported a net loss of $470,894, with operating costs of $1,047,442 and a provision for income taxes of $260,652 [238]. - Management believes that available funds may not sustain operations for at least one year from the issuance date of the financial statement, raising concerns about going concern [226]. - If the Initial Business Combination is not completed by September 1, 2024, there will be a mandatory liquidation and subsequent dissolution [227]. Regulatory and Tax Implications - The Inflation Reduction Act imposes a 1% excise tax on stock repurchases by publicly traded corporations, effective January 1, 2023 [230]. - The application of the excise tax remains unclear, which could impact the Company's Class A common stock value and cash available for business combinations [233]. - The fair value of warrants is recorded as a liability and will be adjusted at each reporting period until exercised or expired [248]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [251].
Focus Impact Acquisition Corp.(FIACU) - 2024 Q2 - Quarterly Report