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, $1,500,000 had been drawn under the First Promissory Note and $1,475,000 under the Second Promissory Note to fund extensions prior to the Business Combination[178][179] - The underwriters waived their right to receive a deferred underwriting fee of $8,650,000, resulting in the company recognizing $309,534 of income[205][206] 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] - The company engaged CCM as a financial advisor and agreed to pay a $2,500,000 advisory fee plus a 4.0% transaction fee on gross proceeds from the Business Combination[183][184] Stock Transactions and Share Issuance - 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] - 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 the three months ended September 30, 2024 was $1,011,733, compared to a net loss of $1,770,907 for the same period in 2023[196][197] - Net loss for the nine months ended September 30, 2024 was $3,863,631, compared to a net loss of $719,242 for the same period in 2023[198][199] - Operating costs for the three months ended September 30, 2024 were $1,372,525, down from $2,485,780 in the same period in 2023[196][197] - Operating costs for the nine months ended September 30, 2024 were $4,065,418, slightly up from $4,027,550 in the same period in 2023[198][199] Cash and Liabilities - Restricted cash at September 30, 2024 was $25,843, down from $75,773 at December 31, 2023[202] - The company had no long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities as of September 30, 2024[200] Going Concern and Financial Uncertainty - Management expressed substantial doubt about the company's ability to continue as a going concern due to insufficient working capital post-Business Combination[188][189] - As of September 30, 2024, the company had not commenced operations and generated no operating revenues, only non-operating income from interest on IPO proceeds[195] Tax and Regulatory 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 classified as an "emerging growth company" and may take advantage of certain reporting exemptions[209][210] - The company is a smaller reporting company and is not required to provide certain market risk disclosures[211] Warrant Classification and Valuation - Warrants are classified as liabilities and are re-measured at fair value at each reporting period, with changes recognized in the statement of operations[207]
Focus Impact Acquisition (FIAC) - 2024 Q3 - Quarterly Report