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, the company had drawn $1,500,000 under the Promissory Note and $1,475,000 under the Second Promissory Note to fund extensions prior to the Business Combination[178][179] - The company engaged CCM as a financial advisor and agreed to pay an advisory fee of $2,500,000 plus a transaction fee of 4.0% of gross proceeds raised from investors[183][184] - The underwriters waived the deferred underwriting fee of $8,650,000, resulting in the company recognizing $309,534 of income and reducing accumulated deficit by $8,340,466[205] 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] - 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 Q3 2024 was $1,011,733, driven by operating costs of $1,372,525 and provision for income taxes of $40,918, partially offset by trust earnings of $174,594 and change in fair value of warrants of $227,000[196] - Net loss for Q3 2023 was $1,770,907, resulting from operating costs of $2,485,780, change in fair value of warrants of $227,000, and provision for income taxes of $154,799, partially offset by trust earnings of $784,704[197] - Net loss for the nine months ended September 30, 2024, was $3,863,631, with operating costs of $4,065,418, change in fair value of warrants of $227,000, and provision for income taxes of $217,448, partially offset by trust earnings of $644,756[198] - Net loss for the nine months ended September 30, 2023, was $719,242, with operating costs of $4,027,550, change in fair value of warrants of $681,000, and provision for income taxes of $938,294, partially offset by trust earnings of $4,604,705[199] Financial Position and Liabilities - As of September 30, 2024, the company had no long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations, or long-term liabilities[200] - Restricted cash at September 30, 2024, was $25,843, down from $75,773 at December 31, 2023, due to funds withdrawn from the Trust Account for tax payments[202] - Warrants issued in connection with the Initial Public Offering and Private Placement are classified as liabilities and re-measured at fair value at each reporting period[207] Going Concern and Operational Challenges - Management expressed substantial doubt about the company's ability to continue as a going concern due to insufficient working capital following the Business Combination[188][189] - As of September 30, 2024, the company had not commenced operations and generated no operating revenues, with all activity focused on the IPO and Business Combination[195] Regulatory and Tax 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 an emerging growth company and has elected not to opt out of the extended transition period for adopting new or revised financial accounting standards[209] - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk under Item 3[211] Share Structure and Transactions - 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]
Focus Impact Acquisition Corp.(FIACU) - 2024 Q3 - Quarterly Report