Business Strategy and Operations - The company operates across three strategic domains: Offset Portfolio, Project Investment and Acquisitions, and Project Development and Management, focusing on environmental asset generation[21][22][24]. - The company maintains a diversified portfolio of environmental assets, including I-RECs and carbon sequestration credits, aimed at corporations and governments to offset emissions[21]. - The company aims to capitalize on the growing demand for I-RECs, having recently gained approval to the Evident Registry, enhancing its portfolio of renewable energy attributes[46]. - The company’s business model includes a direct investment model and a project management model, allowing for flexible financing alternatives in carbon credit generation[41]. - The company plans to leverage technology-based solutions for carbon credit generation, targeting the 80% of reductions needed to meet global net zero goals[35]. - The company’s revenue streams will diversify by monetizing both carbon offsets and energy attribute certificates, positioning it as a key player in the environmental asset market[47]. Financial Management and Capital Strategy - The company has reassessed its functional currency to US dollars effective August 1, 2024, aligning with its future focus and the completion of the De-SPAC transaction[32]. - The company has implemented a digital-asset treasury strategy to support long-term capital management, including secured convertible notes financing[104]. - The Company aims to maintain capital above minimum regulatory levels and maximize long-term returns for shareholders[359]. - As of July 31, 2025, the Company had cash of $3,446,111 to settle current liabilities of $11,847,575 due within twelve months[356]. - The maximum exposure to credit risk as of July 31, 2025, is $10,592,093, primarily from liquid financial assets[354]. - The Company has no specific timeline for subsequent tranches of Helena Convertible Notes but believes a second tranche within six months is possible[91]. Partnerships and Agreements - The company has entered into a Strategic Partnership Agreement with Devvio, committing to purchase $1,000,000 in DevvE tokens in 2025 and $1,270,000 in each of 2026 and 2027[54]. - The company has entered into a carbon-management agreement with Energy Efficient Technologies, expanding its pipeline of efficiency-based environmental assets[66]. - A Contribution and Exchange Agreement with Crestmont Investments LLC involved the exchange of 2,000,000 units for 200,000 newly issued Common Shares, enhancing access to carbon credits[64]. - A Carbon Credit Purchase Agreement with Karbon-X Corp. involves acquiring verified carbon credits valued at approximately $1.14 million[67]. Project Development and Impact - The company emphasizes generating positive social and environmental impact alongside attractive returns, focusing on projects with measurable co-benefits[48]. - The company anticipates that most of its projects will have additional social, environmental, and economic co-benefits, aiming for long-term cash flow growth through carbon credit monetization[50]. - The company plans to invest in a broad range of carbon credit projects, including renewable and non-renewable energy generation, with a focus on generating long-term revenue streams[51]. - The project management model aims to retain approximately 25% of the carbon credit stream generated, with project registration costs typically under $150,000[52]. - A Project Assessment Tool has been developed to systematically evaluate project opportunities, mitigating investment risks through weighted assessments of commercial, technical, financial, and legal aspects[53]. - The company has launched a joint venture, Marmota, focusing on large-scale decarbonization projects and engaging with Canadian municipalities for carbon credit production[73]. - An EV charging project targeting North American operators is expected to generate revenue in 2026, with access to 2,000 charging stations[63]. Digital Assets and Cryptocurrency - The Company has adopted a digital asset treasury strategy to invest in tokenized real-world assets (RWAs), viewing them as a long-term driver of blockchain adoption[83]. - 75% of the net proceeds from the sale of Helena Convertible Notes will be used to purchase Bitcoin, Ethereum, Solana, or other utility-based digital assets[85]. - The Company has allocated $6,405,000 for the acquisition of initial digital assets, with $5.125 million already deployed equally between Bitcoin and Solana as of October 27, 2025[88]. - The Company currently holds 22.228945 BTC and 12,173.21335671 SOL, representing approximately 40% of the original funding transfer to the BitGo account[88]. - The Company intends to stake substantially all SOL held in its BitGo custodial account, with 12,172.23341664 SOL already staked as of October 27, 2025[88]. - The digital assets are custodied with BitGo, which holds over $90 billion in assets for more than 3,900 institutional clients[89]. Regulatory and Compliance - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases by U.S. corporations, effective after December 31, 2022[361]. - The IRS issued final regulations regarding the excise tax, requiring the Company to file returns and remit payments by October 31, 2024[362]. - The Company is currently evaluating options for fulfilling its excise tax obligations, which may incur additional interest and penalties[363]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[365]. - A material weakness in internal control over financial reporting has been identified, which could lead to misstatements in financial statements[370]. - The Company is taking steps to remediate the material weakness by hiring skilled finance personnel and improving internal controls[372]. Stock and Shareholder Information - In August 2025, the Company issued 300,000 shares for gross proceeds of $756,607, with part used to repay debt[373]. - A reverse stock split was completed on August 8, 2025, at a ratio of one-for-ten, affecting all references to common stock[374].
Focus Impact Acquisition Corp.(FIACU) - 2025 Q4 - Annual Report