DevvStream Corp PRE 14A, filed Nov 18, 2022
DevvStream Corp. (DEVSF)
PRE 14A
2022-11-18
For: 2022-11-18
View Original
Added on
October 21, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Focus Impact Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
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PRELIMINARY PROXY MATERIALS — SUBJECT TO COMPLETION, DATED NOVEMBER 18, 2022
LETTER TO STOCKHOLDERS OF FOCUS IMPACT ACQUISITION CORP.
250 Park Avenue Ste 911
New York, NY 10177
Dear Focus Impact Acquisition Corp. Stockholder:
You are cordially invited to attend a special meeting of Focus Impact Acquisition Corp., a Delaware corporation (“FIAC”), which will be held on December , 2022,
at a.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Stockholder Meeting”).
Due to the current novel coronavirus (“COVID-19”) global pandemic, there may be restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings.
As part of our precautions regarding COVID-19, we are planning for the Stockholder Meeting to be held virtually over the internet.
You can participate in the virtual Stockholder Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/ . Please see “Questions and Answers about the Stockholder Meeting — How do I attend the virtual Stockholder Meeting?” in the accompanying proxy statement for more information. Even if you are planning on attending the
Stockholder Meeting online, please promptly submit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Stockholder
Meeting.
The accompanying notice of the Stockholder Meeting and proxy statement describe the business FIAC will conduct at the Stockholder Meeting and provide information about FIAC that you should consider when you vote your
shares. As more fully described in the accompanying proxy statement, which is dated , 2022, and is first being mailed to stockholders on or about that date, the Stockholder Meeting will be held for the purpose of considering and voting on
the following proposals:
| 1. |
Proposal No. 1 — Extension Amendment Proposal — To amend FIAC’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to
extend the date (the “Termination Date”) by which FIAC has to consummate a Business Combination (as defined below) (the “Charter Extension”) from May 1, 2023
(the “Original Termination Date”) to November 1, 2023 (the “Charter Extension Date”) (the “Extension Amendment Proposal”).
A copy of the proposed amendment is set forth in Annex A to the accompanying proxy statement; and
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| 2. |
Proposal No. 2 — Adjournment Proposal — To adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the Stockholder Meeting, there are insufficient shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and shares of Class B common stock, par
value $0.0001 per share (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), in the capital of FIAC represented (either in
person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal (the “Adjournment
Proposal”).
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Both of the Extension Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy
statement before you vote.
Approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension. In addition, FIAC will not proceed with
the Charter Extension if FIAC will not have at least $ remaining in the Trust Account (as defined below) following approval of the Extension Amendment Proposal, after taking into account the Redemptions (as defined below) (WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS
DO NOT REDEEM OR REDEEM ONLY A PORTION OF THEIR PUBLIC STOCK). FIAC cannot predict the amount that will remain in the Trust Account following the Redemptions if the Extension Amendment Proposal is approved, and the amount remaining in
the Trust Account may be significantly less than the approximately $ that was in the Trust Account as of , 2022 (including interest not previously released to FIAC to pay its franchise and income taxes).
The purpose of the Extension Amendment Proposal is to allow FIAC additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on any Business Combination at this time.
The Certificate of Incorporation provides that FIAC has until the Original Termination Date to complete its initial Business Combination. FIAC’s board of directors (the “Board”) has determined that it is in the best
interests of FIAC to seek an extension of the Original Termination Date and have FIAC’s stockholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Charter
Extension, FIAC believes that it may not be able to complete a Business Combination on or before the Original Termination Date. If that were to occur, FIAC would be precluded from completing a Business Combination and would be forced to liquidate.
FIAC reserves the right at any time to cancel the Stockholder Meeting and not to submit to its stockholders the Extension Amendment Proposal and implement the Charter Extension. In the event the Stockholder Meeting is
cancelled, and a Business Combination is not consummated prior to the Original Termination Date, FIAC will dissolve and liquidate in accordance with the Certificate of Incorporation.
As contemplated by the Certificate of Incorporation, the holders of FIAC’s Class A common stock, issued as part of the units sold in FIAC’s initial
public offering (the “Public Stock”), may elect to redeem all or a portion of their Public Stock (the “Redemptions”) in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”)
established to hold a portion of the proceeds of FIAC’s initial public offering (the “Initial Public Offering”) and the concurrent sale of private placement
warrants (the “Private Placement Warrants”), if the Charter Extension is implemented, regardless of how such public stockholders vote in regard to the
Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of stockholders (and not abandoned) and the Charter Amendment
is filed, holders of Public Stock remaining after the Redemptions will retain their right to redeem their Public Stock for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination or if FIAC
does not complete a Business Combination by the Charter Extension Date.
On , 2022, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $ , based on the aggregate amount on deposit in the Trust Account
of approximately $ as of , 2022 (including interest not previously released to FIAC to pay its franchise and income taxes), divided by the total number of then outstanding Public Stock. The redemption
price per share in connection with the Extension Amendment Proposal will be calculated based on the aggregate amount on deposit in the Trust Account two business days prior to the Stockholder Meeting. The closing price of the Public Stock on the
Nasdaq Stock Market LLC on , 2022, was $ . If the closing price of the Public Stock was to remain the same until the date of the Stockholder Meeting, exercising redemption rights would result in a public stockholder receiving
approximately $ [more/less] per share than if the shares were sold in the open market (based on the current per share redemption price as of , 2022). FIAC cannot assure stockholders that they will be able to sell their Public Stock in the open
market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. FIAC believes that such redemption right enables
its public stockholders to determine whether or not to sustain their investments for an additional period if FIAC does not complete a Business Combination on or before the Original Termination Date.
If the Extension Amendment Proposal is not approved and a Business Combination is not completed on or before the Original Termination Date, FIAC will: (i) cease all operations except for the purpose of winding up; (ii)
as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Stock, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to FIAC to pay its franchise and income taxes, if any (less up to $100,000 of interest to pay
dissolution expenses) divided by the number of the then-outstanding Public Stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),
subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FIAC’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to FIAC’s obligations under the
Delaware General Corporation Law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to FIAC’s warrants, which will
expire worthless in the event of our winding up.
The approval of the Extension Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the issued and outstanding shares of Common Stock.
Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present in person or represented by
proxy and entitled to vote thereon at the Stockholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are insufficient shares of Common Stock present at the Stockholder Meeting to constitute a quorum or there are not
sufficient votes to approve the Extension Amendment Proposal at the Stockholder Meeting.
The Board has fixed the close of business on November 23, 2022 as the date for determining FIAC’s stockholders entitled to receive notice of and vote at the Stockholder Meeting and any adjournment thereof (the “Record Date”). Only holders of record of Common Stock on that date are entitled to have their votes counted at the Stockholder Meeting or any adjournment thereof.
FIAC believes that it is in the best interests of FIAC’s stockholders that FIAC obtain the Charter Extension. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment
Proposal and the Adjournment Proposal are in the best interests of FIAC and its stockholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal and “FOR” the Adjournment
Proposal.
Your vote is very important. Whether or not you plan to attend the Stockholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure
that your shares are represented and voted at the Stockholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to
ensure that your shares are represented and voted at the Stockholder Meeting. The approval of the Extension Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the issued and outstanding shares of Common Stock.
Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present in person or represented by proxy and entitled to vote
thereon at the Stockholder Meeting. Accordingly, if you fail to vote in person or by proxy at the Stockholder Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal and the Adjournment
Proposal are approved by the requisite majorities.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Stockholder Meeting. If you fail to return your proxy card or fail
to instruct your bank, broker or other nominee how to vote, and do not attend the Stockholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Stockholder
Meeting but will not constitute votes cast at the Stockholder Meeting and therefore will have the same effect as a vote “AGAINST” the Extension Amendment Proposal and no effect on the approval of the Adjournment Proposal. If you are a stockholder of
record and you attend the Stockholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR SHARES OF CLASS A COMMON STOCK ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO FIAC’S TRANSFER
AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE STOCKHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS
IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF
YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Enclosed is the proxy statement containing detailed information about the Stockholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Stockholder Meeting,
FIAC urges you to read this material carefully and vote your shares.
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By Order of the Board of Directors of Focus Impact Acquisition Corp.
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Carl Stanton
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Chief Executive Officer
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FOCUS IMPACT ACQUISITION CORP.
250 Park Avenue Ste 911
New York, NY 10177
NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS
OF FOCUS IMPACT ACQUISITION CORP.
TO BE HELD ON DECEMBER , 2022
To the Stockholders of Focus Impact Acquisition Corp.:
NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Focus Impact Acquisition Corp., a Delaware corporation (“FIAC”), will be held on December , 2022,
at a.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Stockholder Meeting”).
Due to the current novel coronavirus (“COVID-19”) global pandemic, there may be restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings.
As part of our precautions regarding COVID-19, we are planning for the Stockholder Meeting to be held virtually over the internet.
You can participate in the virtual Stockholder Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/ . Please see “Questions and Answers about the Stockholder Meeting — How do I attend the virtual Stockholder Meeting?” in the accompanying proxy statement for more information. Even if you are planning on attending the
Stockholder Meeting online, please promptly submit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Stockholder
Meeting.
You are cordially invited to attend the Stockholder Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend FIAC’s amended and restated certificate of
incorporation (the “Certificate of Incorporation”) to extend the date (the “Termination Date”) by which FIAC has to consummate a Business Combination (as defined
below) (the “Charter Extension”) from May 1, 2023 (the “Original Termination Date”) to November 1, 2023 (the “Charter Extension Date”)
(the “Extension Amendment Proposal”); a copy of the proposed amendment is set forth in Annex A to the accompanying proxy statement; and (ii) an adjournment proposal to adjourn the Stockholder Meeting to a
later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of Class A common stock, par value $0.0001 per share (the
“Class A Common Stock”) and shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”) in the capital of FIAC represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to
approve the Extension Amendment Proposal (the “Adjournment Proposal”) (unless FIAC determines that it is not necessary to hold the Stockholder Meeting as described in the accompanying proxy statement), each
as more fully described below in the accompanying proxy statement, which is dated , 2022 and is first being mailed to stockholders on or about that date.
The proposals to be voted upon at the Stockholder Meeting are as follows:
| 1. |
Proposal No. 1 — Extension Amendment Proposal — To amend the Certificate of Incorporation to extend the Termination Date by which FIAC has to consummate a
Business Combination from the Original Termination Date to the Charter Extension Date. A copy of the proposed amendment is set forth in Annex A to the accompanying proxy statement; and
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Proposal No. 2 — Adjournment Proposal — To adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the Stockholder Meeting, there are insufficient shares of Common Stock, in the capital of FIAC represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or
at the time of the Stockholder Meeting to approve the Extension Amendment Proposal.
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Both of the Extension Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy
statement before you vote.
Approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension. In addition, FIAC will not proceed with
the Charter Extension if FIAC will not have at least $ remaining in the Trust Account (as defined below) following approval of the Extension Amendment Proposal, after taking into account the Redemptions (as defined below) (WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS
DO NOT REDEEM OR REDEEM ONLY A PORTION OF THEIR PUBLIC STOCK). FIAC cannot predict the amount that will remain in the Trust Account (as defined below) following the Redemptions if the Extension Amendment Proposal is approved, and the
amount remaining in the Trust Account may be significantly less than the approximately $ that was in the Trust Account as of , 2022 (including interest not previously released to FIAC to pay its franchise
and income taxes).
The purpose of the Extension Amendment Proposal is to allow FIAC additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on any Business Combination at this time.
The Certificate of Incorporation provides that FIAC has until the Original Termination Date to complete its initial Business Combination. FIAC’s board of directors (the “Board”) has determined that it is in the best
interests of FIAC to seek an extension of the Original Termination Date and have FIAC’s stockholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Charter
Extension, FIAC believes that it may not be able to complete a Business Combination on or before the Original Termination Date. If that were to occur, FIAC would be precluded from completing a Business Combination and would be forced to liquidate.
FIAC reserves the right at any time to cancel the Stockholder Meeting and not to submit to its stockholders the Extension Amendment Proposal and implement the Charter Extension. In the event the Stockholder Meeting is
cancelled, and a Business Combination is not consummated prior to the Original Termination Date, FIAC will dissolve and liquidate in accordance with the Certificate of Incorporation.
FIAC believes that it is in the best interests of FIAC’s stockholders that FIAC obtain the Charter Extension if needed. After careful consideration of all relevant factors, the Board has determined that the Extension
Amendment Proposal and the Adjournment Proposal are in the best interests of FIAC and its stockholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal and “FOR” the
Adjournment Proposal.
As contemplated by the Certificate of Incorporation, the holders of FIAC’s Class A Common Stock, issued as part of the units sold in FIAC’s initial
public offering (the “Public Stock”), may elect to redeem all or a portion of their Public Stock (the “Redemptions”) in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”)
established to hold a portion of the proceeds of FIAC’s initial public offering (the “Initial Public Offering”) and the concurrent sale of private placement
warrants (the “Private Placement Warrants”), if the Charter Extension is implemented, regardless of how such public stockholders vote in regard to the
Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of stockholders (and not abandoned) and the Charter Amendment
is filed, holders of Public Stock remaining after the Redemptions will retain their right to redeem their Public Stock for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination or if FIAC
does not complete a Business Combination by the Charter Extension Date.
On , 2022, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $ , based on the aggregate amount on deposit in the Trust Account
of approximately $ as of , 2022 (including interest not previously released to FIAC to pay its franchise and income taxes), divided by the total number of then outstanding Public Stock. The redemption
price per share in connection with the Extension Amendment Proposal will be calculated based on the aggregate amount on deposit in the Trust Account two business days prior to the Stockholder Meeting. The closing price of the Public Stock on the
Nasdaq Stock Market LLC on , 2022, was $ . If the closing price of the Public Stock was to remain the same until the date of the Stockholder Meeting, exercising redemption rights would result in a public stockholder
receiving approximately $ [more/less] per share than if the shares were sold in the open market (based on the current per share redemption price as of , 2022). FIAC cannot assure stockholders that they will be able to sell their
Public Stock in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. FIAC believes that such
redemption right enables its public stockholders to determine whether or not to sustain their investments for an additional period if FIAC does not complete a Business Combination on or before the Original Termination Date.
If the Extension Amendment Proposal is not approved and a Business Combination is not completed on or before the Original Termination Date, FIAC will: (i) cease all operations except for the purpose of winding up; (ii)
as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to FIAC to pay its franchise and income taxes, if any (less up to $100,000 of such interest to pay dissolution expenses), divided by the
total number of the then-outstanding shares of Public Stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable
law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FIAC’s remaining stockholders and the Board, in accordance with applicable law, liquidate and dissolve, subject in each case to FIAC’s obligations
under the Delaware General Corporation Law (the “DGCL”) to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to
FIAC’s warrants, which will expire worthless in the event of our winding up.
In the event of a liquidation, Focus Impact Sponsor, LLC (the “Sponsor”) will not receive any monies held in the Trust Account as a result of its ownership of 5,750,000 shares
of Class B Common Stock, which were issued to the Sponsor prior to FIAC’s Initial Public Offering, and 11,200,000 Private Placement Warrants, which were purchased by the Sponsor in a private placement which occurred simultaneously with the
completion of FIAC’s Initial Public Offering. As a consequence, a liquidating distribution will be made only with respect to the Public Stock.
If FIAC liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which we have
discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per share of Public Stock or (ii) such lesser amount per share of Public Stock held in the Trust Account as of the date of the
liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek
access to our Trust Account and except as to any claims under our indemnity of the underwriters of FIAC’s initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Moreover, in the event
that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We cannot assure you, however, that the Sponsor would be able to satisfy
those obligations. Based upon the current amount in the Trust Account, we anticipate that the per-share price at which shares of Public Stock will be redeemed from cash held in the Trust Account will be approximately $ . Nevertheless,
FIAC cannot assure you that the per share distribution from the Trust Account, if FIAC liquidates, will not be less than $, plus interest, due to unforeseen claims of creditors.
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set
forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during
which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the
lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR SHARES OF CLASS A COMMON STOCK ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO FIAC’S TRANSFER
AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE STOCKHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS
IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF
YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
The approval of the Extension Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the issued and outstanding shares of Common Stock.
Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present in person or represented by
proxy and entitled to vote thereon at the Stockholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are insufficient shares of Common Stock present at the Stockholder Meeting to constitute a quorum or there are not
sufficient votes to approve the Extension Amendment Proposal at the Stockholder Meeting.
Record holders of Common Stock at the close of business on November 23, 2022 (the “Record Date”) are entitled to vote or have their votes cast at the Stockholder Meeting. On the
Record Date, there were 23,000,000 issued and outstanding shares of Class A Common Stock held by public stockholders and 5,750,000 issued and outstanding shares of Class B Common Stock held by the Sponsor. FIAC’s warrants do not have voting rights.
The Sponsor and FIAC’s officers and directors intend to vote all of their Common Stock in favor of the proposals being presented at the Stockholder Meeting and have, pursuant to a letter agreement, agreed to, among other
things, waive their redemption rights with respect to any Common Stock held by them in connection with this Stockholder Meeting. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the
date of the accompanying proxy statement, the Sponsor holds 20.0% of the issued and outstanding shares of Common Stock and FIAC’s officers and directors do not own any Common Stock (excluding any securities indirectly owned by officers or directors
as a result of his or her membership interest in the Sponsor). As a result, in addition to the Sponsor, (i) approval of the Extension Amendment Proposal will require the affirmative vote of at least 12,937,500 shares of Public Stock (or approximately
56.25% of the Public Stock) and (ii) approval of the Adjournment Proposal will require the affirmative vote of at least 8,625,001 shares of Public Stock (or approximately 37.5% of the Public Stock) if all shares of Public Stock are represented at the
Stockholder Meeting and cast votes, and the affirmative vote of at least 1,437,501 shares of Public Stock (or approximately 6.25% of the Public Stock) if only such shares as are required to establish a quorum are represented at the Stockholder
Meeting and cast votes.
The accompanying proxy statement contains important information about the Stockholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Stockholder Meeting,
FIAC urges you to read this material carefully and vote your shares.
The accompanying proxy statement is dated , 2022 and is first being mailed to stockholders on or about that date.
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By Order of the Board of Directors of Focus Impact Acquisition Corp.
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Carl Stanton
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Chief Executive Officer
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, 2022
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FOCUS IMPACT ACQUISITION CORP.
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER , 2022
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “Board”) for use at the special meeting of stockholders of Focus Impact Acquisition Corp., a Delaware corporation ( “FIAC”, “we”, “us”
or “our”), to be held at a.m., Eastern Time, on December , 2022 (the “Stockholder Meeting”) as a virtual meeting, or at such other time and on such other date to which the meeting may be adjourned or
postponed.
YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Stockholder Meeting, regardless of the number of shares that you hold. You are, therefore, urged to
execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections,
future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the current views of FIAC with respect to, among other things, FIAC’s capital
resources and results of operations. Likewise, FIAC’s financial statements and all of FIAC’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking
statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of
these words or other comparable words or phrases.
The forward-looking statements contained in this proxy statement reflect FIAC’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in
circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. FIAC does not guarantee that the transactions and events described will happen as described (or that they will happen at
all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
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FIAC’s ability to complete a Business Combination (as defined below);
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the anticipated benefits of a Business Combination;
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the volatility of the market price and liquidity of the Public Stock (as defined below) and other securities of FIAC; and
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the use of funds not held in the Trust Account (as described herein) or available to FIAC from interest income on the Trust Account balance.
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While forward-looking statements reflect FIAC’s good faith beliefs, they are not guarantees of future performance. FIAC disclaims any obligation to publicly update or revise any forward-looking statement to reflect
changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that
could cause FIAC’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in FIAC’s Annual
Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2022 and in other reports FIAC files with the SEC. You should not place
undue reliance on any forward-looking statements, which are based only on information currently available to FIAC (or to third parties making the forward-looking statements).
In addition to the below risk factor, you should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April
1, 2022, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC before making a decision to invest in our securities. The risks and uncertainties described in the aforementioned filings and below
are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results
or result in our liquidation.
A new 1% U.S. federal excise tax could be imposed on us in connection with redemption by us of our shares.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by “covered corporations”
beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a
Delaware corporation and our securities are trading on the Nasdaq Stock Market LLC (“Nasdaq”), we believe that we are a “covered corporation” for this purpose. The amount
of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain
new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of Treasury has been given authority to provide regulations and other
guidance to carry out, and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and/or to what extent, the Excise Tax could apply to any redemptions of our Public Stock after
December 31, 2022, including any redemptions in connection with a Business Combination or in the event we do not consummate a Business Combination by the Charter Extension Date (as defined below).
As described under “Proposal No. 1 — The Extension Amendment Proposal,” if the Original Termination Date (as define below, currently May 1, 2023) is extended, our public
stockholders will have the right to require us to redeem their shares of Public Stock. Because any redemption that occurs as a result of the Charter Extension (as defined below) would occur before December 31, 2022, we would not be subject to the
Excise Tax as a result of any redemptions in connection with the Stockholder Meeting. However, if our stockholders approve the Charter Extension, then any redemption or other repurchase that we make that occurs after December 31, 2022 may be subject
to the Excise Tax. Whether and to what extent we would be subject to the Excise Tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with our initial business combination, (ii)
the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with the business combination but issued within the same
taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the U.S. Department of Treasury.
The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Stockholder Meeting and the proposals to be presented at the
Stockholder Meeting. The following questions and answers do not include all the information that is important to FIAC stockholders. Stockholders are urged to read carefully this entire proxy statement, including the other documents referred to
herein, to fully understand the proposals to be presented at the Stockholder Meeting and the voting procedures for the Stockholder Meeting, which will be held on December , at a.m., Eastern Time. The Stockholder Meeting will be held as a virtual
meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/ .
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Why am I receiving this proxy statement?
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FIAC is a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or
more businesses.
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Following the closing of FIAC’s initial public offering on November 1, 2021 (the “IPO”) and the full exercise of the underwriters’ over-allotment, $234,600,000 ($10.20 per unit
offered in the IPO (the “Units”)) from the net proceeds of the sale of the Units in the IPO and the sale of private placement warrants (the “Private Placement Warrants”)
to Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) was placed in a trust account established at the consummation of the IPO that holds the proceeds of the IPO (the “Trust Account”).
Like most blank check companies, FIAC’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) provides for the return of the IPO proceeds held in
trust to the holders of shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), issued as part of the Units (the “Public Stock”) if there is no qualifying business combination(s) consummated on or before May 1, 2023 (the “Original Termination Date”).
Without the Charter Extension, FIAC believes that FIAC might not, despite its best efforts, be able to complete its initial business combination (a “Business Combination”) on or before May 1, 2023. FIAC
believes that it is in the best interests of FIAC’s stockholders to continue FIAC’s existence until November 1, 2023 in order to allow FIAC additional time to complete a Business Combination and is therefore holding this Stockholder Meeting.
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Q:
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When and where will the Stockholder Meeting be held?
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The Stockholder Meeting will be held on December , 2022, at a.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.
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In view of the ongoing novel coronavirus (“COVID-19”) global pandemic, we are taking precautionary measures and therefore are planning for the Stockholder Meeting to be held
virtually over the internet. We encourage you to attend the Stockholder Meeting virtually. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/
. Please see “Questions and Answers about the Stockholder Meeting — How do I attend the virtual Stockholder Meeting?” for more information.
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How do I vote?
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If you were a holder of record of shares of Public Stock at the close of business on November 23, 2022 (the “Record Date”), you may vote with respect to the proposals electronically, or by
completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
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Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your
shares at the Stockholder Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Stockholder Meeting so that your shares will be voted if you are unable to attend the Stockholder
Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00
p.m., Eastern Time, on December , 2022.
Voting Electronically. You may attend, vote and examine the list of stockholders entitled to vote at the Stockholder Meeting by visiting https://www.cstproxy.com/
and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.
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How do I attend the virtual Stockholder Meeting?
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If you are a registered stockholder, you will receive a proxy card from Continental Stock Transfer &Trust Company (“Continental,” or the “Transfer Agent”).
The form contains instructions on how to attend the virtual Stockholder Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the
Transfer Agent at 917-262-2373, or email proxy@continentalstock.com.
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You can pre-register to attend the virtual Stockholder Meeting starting December , 2022, at 9:00 a.m., Eastern Time (two business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/ , enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Stockholder Meeting
you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Stockholder Meeting.
Stockholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Stockholder Meeting you will need to have a legal proxy
from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the
control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have access to Internet, you can listen only to the meeting by dialing (or +1 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the
pin number #. Please note that you will not be able to vote or ask questions at the Stockholder Meeting if you choose to participate telephonically.
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What are the specific proposals on which I am being asked to vote at the Stockholder Meeting?
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FIAC stockholders are being asked to consider and vote on the following proposals:
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Proposal No. 1 — Extension Amendment Proposal — To amend FIAC’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to
extend the date (the “Termination Date”) by which FIAC has to consummate a Business Combination (the “Charter Extension”) from the Original Termination Date to
November 1, 2023 (the “Charter Extension Date”) (the “Extension Amendment Proposal”). A copy of the proposed amendment, which we refer to as the “Charter Amendment,” is set forth in Annex A to this proxy statement; and
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Proposal No. 2 — Adjournment Proposal — To adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the Stockholder Meeting, there are insufficient shares of Class A Common Stock and shares of Class B common stock, par value $0.0001 per share of FIAC (the “Class B Common Stock”
and together with the Class A Common Stock, the “Common Stock”) in the capital of FIAC represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder
Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal (the “Adjournment Proposal”).
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Approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension. In addition, FIAC will not proceed with the Charter
Extension if FIAC will not have at least $ remaining in the Trust Account following approval of the Extension Amendment Proposal, after taking into account any redemptions of Public Stock by public stockholders in exchange for
their pro rata portion of the funds held in the Trust Account in connection with the Charter Extension (the “Redemptions”) (WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS DO NOT REDEEM OR REDEEM
ONLY A PORTION OF THEIR PUBLIC STOCK). FIAC cannot predict the amount that will remain in the Trust Account (as defined below) following the Redemptions if the Extension Amendment Proposal is approved, and the amount remaining in the
Trust Account may be significantly less than the approximately $ that was in the Trust Account as of , 2022 (including interest not previously released to FIAC to pay its franchise and income taxes).
For more information, please see “Proposal No. 1 — The Extension Amendment Proposal” and “Proposal No. 2 — The Adjournment Proposal”.
After careful consideration, the Board has unanimously determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of FIAC and its stockholders and
unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.
The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of FIAC and its stockholders and what
may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. See the sections titled “Proposal No. 1 — The Extension Amendment Proposal — Interests of the
Sponsor and FIAC’s Directors and Officers” and “Beneficial Ownership of Securities” for a further discussion of these considerations.
THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.
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Am I being asked to vote on a proposal to elect directors?
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No. Holders of Public Stock are not being asked to vote on the election of directors at this time.
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Are the proposals conditioned on one another?
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Approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension. In addition, FIAC will not proceed with the Charter
Extension if FIAC will not have at least $ remaining in the Trust Account following approval of the Extension Amendment Proposal, after taking into account the Redemptions (WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS DO NOT REDEEM OR REDEEM ONLY A PORTION OF
THEIR PUBLIC STOCK).
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If the Charter Extension is implemented and one or more FIAC stockholders elect to redeem their Public Stock pursuant to the redemption right, FIAC will remove from the Trust Account and deliver to the holders of such redeemed Public Stock an
amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Stock, including interest earned on the funds held in the Trust Account and not previously released to FIAC to pay its franchise and
income taxes, if any, and retain the remainder of the funds in the Trust Account for FIAC’s use in connection with consummating a Business Combination, subject to the redemption rights of holders of Public Stock in connection with a Business
Combination.
The Adjournment Proposal is conditional on FIAC not obtaining the necessary votes for approving the Extension Amendment Proposal prior to the Stockholder Meeting in order to seek additional time to
obtain sufficient votes in support of the Charter Extension. If the Extension Amendment Proposal is approved at the Stockholder Meeting, the Adjournment Proposal will not be presented.
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Why is FIAC proposing the Extension Amendment Proposal and the Adjournment Proposal?
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FIAC’s Certificate of Incorporation provides for the return of the IPO proceeds held in trust to the holders of Public Stock sold in the IPO if there is no qualifying business combination consummated on or before the Original Termination
Date. The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow FIAC additional time to complete a Business Combination.
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Without the Charter Extension, FIAC believes that it may not be able to complete a Business Combination on or before the Original Termination Date. If that were to occur, FIAC would be forced to liquidate.
If the Extension Amendment Proposal is not approved by FIAC’s stockholders, FIAC may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Extension.
If the Adjournment Proposal is not approved by FIAC’s stockholders, the Board may not be able to adjourn the Stockholder Meeting to a later date or dates in the event that there are insufficient shares of Common Stock represented (either in person or
by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal.
FIAC reserves the right at any time to cancel the Stockholder Meeting and not to submit to its stockholders the Extension Amendment Proposal and implement the Charter Extension. In the event the Stockholder Meeting is
cancelled, and a Business Combination is not consummated prior to the Original Termination Date, FIAC will dissolve and liquidate in accordance with the Certificate of Incorporation.
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What constitutes a quorum?
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A quorum of our stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of stockholders holding a majority of the Common Stock entitled to vote at the Stockholder Meeting constitutes a quorum at the
Stockholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The Sponsor, who beneficially owns 20.0% of the issued and outstanding shares of Common Stock as of the Record Date, will count towards
this quorum. As a result, as of the Record Date, in addition to the shares of the Sponsor, an additional 8,625,001 shares of Common Stock held by public stockholders would be required to be present at the Stockholder Meeting to achieve a
quorum. Because the Extension Amendment Proposal and the Adjournment Proposal are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed. Therefore, such broker non-votes
will not count towards quorum at the Stockholder Meeting. In the absence of a quorum, the chairman of the Stockholder Meeting has the power to adjourn the Stockholder Meeting.
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What vote is required to approve the proposals presented at the Stockholder Meeting?
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The approval of the Extension Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the issued and outstanding shares of Common Stock.
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Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present in person or represented by
proxy and entitled to vote thereon at the Stockholder Meeting.
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How will the Sponsor and FIAC’s directors and officers vote?
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The Sponsor and FIAC’s directors and officers intend to vote any Common Stock over which they have voting control in favor of the Extension Amendment Proposal and the Adjournment Proposal.
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The Sponsor is not entitled to redeem any Common Stock held by it in connection with the Extension Amendment Proposal. On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 5,750,000
shares of Common Stock, representing 20.0% of FIAC’s issued and outstanding shares of Common Stock.
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Who is FIAC’s Sponsor?
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| A: |
FIAC’s sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company. The Sponsor currently owns 5,750,000 shares of Class B Common Stock and 11,200,000 Private Placement Warrants of FIAC. The Sponsor is governed by a
four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action
of the Sponsor. The Sponsor is not “controlled” (as defined in 31 CFR 800.208) by a foreign person, such that the Sponsor’s involvement in the Business Combination would result in a “covered transaction” (as defined in 31 CFR
800.213). However, it is possible that non-U.S. persons could be involved in our Business Combination, which may increase the risk that our Business Combination becomes subject to regulatory review, including review by the Committee on
Foreign Investment in the United States (“CFIUS”), and that restrictions, limitations or conditions will be imposed by CFIUS. If our Business Combination with a U.S. business is subject to CFIUS
review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S.
businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our
potential Business Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with a Business
Combination without notifying CFIUS and risk CFIUS intervention, before or after closing a Business Combination. CFIUS may decide to block or delay our Business Combination, impose conditions to mitigate national security concerns with
respect to such Business Combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain
initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with which we could complete a Business Combination may be limited and we may be
adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues. A failure to notify CFIUS of a transaction where such notification was required or otherwise
warranted based on the national security considerations presented by an investment target may expose the Sponsor and/or the combined company to legal penalties, costs, and/or other adverse reputational and financial effects, thus
potentially diminishing the value of the combined company. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, a Business Combination
post-closing.
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Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete a Business Combination by May 1, 2023
(or up to November 1, 2023 if extended) because the transaction is still under review or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our
public stockholders may only receive $ per share of Public Stock, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment
through any price appreciation in the combined company.
| Q: |
Why should I vote “FOR” the Extension Amendment Proposal?
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| A: |
FIAC believes stockholders will benefit from FIAC consummating a Business Combination and is proposing the Extension Amendment Proposal to extend the date by which FIAC has to complete a Business Combination until the Charter Extension
Date. Without the Charter Extension, FIAC believes that FIAC may not be able to complete a Business Combination on or before the Original Termination Date. If that were to occur, FIAC would be forced to liquidate.
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| Q: |
What if I do not want to vote “FOR” the Extension Amendment Proposal or the Adjournment Proposal?
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If you do not want the Extension Amendment Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN”, not vote, or vote “AGAINST” such proposal.
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If you attend the Stockholder Meeting in person or by proxy, you may vote “AGAINST” the Extension Amendment Proposal or the Adjournment Proposal, and your Common Stock will be counted for the purposes of determining
whether the Extension Amendment Proposal or the Adjournment Proposal (as the case may be) are approved.
However, if you fail to attend the Stockholder Meeting in person or by proxy, or if you do attend the Stockholder Meeting in person or by proxy but you “ABSTAIN” or otherwise fail to vote at the Stockholder Meeting, your
Common Stock will not be counted for the purposes of determining whether the Adjournment Proposal is approved, and your Common Stock which are not voted at the Stockholder Meeting will have no effect on the outcome of such vote. If you “ABSTAIN” or
otherwise fail to vote at the Stockholder Meeting, this will have the same effect as a vote “AGAINST” the Extension Amendment Proposal.
If the Extension Amendment Proposal is approved, the Adjournment Proposal will not be presented for a vote.
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Will you seek any further extensions to liquidate the Trust Account?
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Other than as described in this proxy statement, FIAC does not currently anticipate seeking any further extension to consummate a Business Combination, but may do so in the future.
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| Q: |
What happens if the Extension Amendment Proposal is not approved?
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If there are insufficient votes to approve the Extension Amendment Proposal, FIAC may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Extension.
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If the Extension Amendment Proposal is not approved at the Stockholder Meeting or at any adjournment thereof and a Business Combination is not completed on or before the Original Termination Date, then as contemplated by
and in accordance with the Certificate of Incorporation, FIAC will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available
funds therefor, redeem 100% of the Public Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to FIAC to pay its franchise and income taxes, if any (less up to $100,000 of such interest to pay dissolution expenses), divided by the total number of the then-outstanding shares of Public Stock, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FIAC’s
remaining stockholders and the Board, in accordance with applicable law, liquidate and dissolve, subject in each case to FIAC’s obligations under the Delaware General Corporation Law (the “DGCL”) to provide
for claims of creditors and the requirements of other applicable law.
The Sponsor waived its right to participate in any liquidation distribution with respect to the 5,750,000 shares of Class B Common Stock held by it. There will be no distribution from the Trust Account with respect to
FIAC’s warrants, which will expire worthless in the event FIAC dissolves and liquidates the Trust Account.
| Q: |
If the Extension Amendment Proposal is approved, what happens next?
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| A: |
If the Extension Amendment Proposal is approved, FIAC will file the Charter Amendment with the Delaware Secretary of State and will continue to attempt to consummate a Business Combination until the applicable Termination Date.
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If the Extension Amendment Proposal is approved and the Charter Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion
of funds available in the Trust Account with respect to such redeemed Public Stock will reduce the amount remaining in the Trust Account and increase the percentage interest of FIAC held by the Sponsor. In addition, FIAC will not proceed with the
Charter Extension if FIAC will not have at least $ remaining in the Trust Account following approval of the Extension Amendment Proposal, after taking into account the Redemptions (WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS DO NOT REDEEM OR REDEEM ONLY A PORTION OF THEIR PUBLIC
STOCK).
| Q: |
If I vote for or against the Extension Amendment Proposal, do I need to request that my shares be redeemed?
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| A: |
Yes. Whether you vote “for” or “against” the Extension Amendment Proposal, or do not vote at all, you will need to submit a redemption request for your shares if you choose to redeem.
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| Q: |
Am I being asked to vote on a Business Combination at this Stockholder Meeting?
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No. You are not being asked to vote on a Business Combination at this time. If the Charter Extension is implemented and you do not elect to redeem your shares of Public Stock, provided that you are a stockholder on the record date for
the stockholder meeting to consider a Business Combination, you will be entitled to vote on a Business Combination when it is submitted to stockholders and will retain the right to redeem your shares of Public Stock for cash in connection
with a Business Combination or liquidation.
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| Q: |
Will how I vote affect my ability to exercise redemption rights?
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No. You may exercise your redemption rights whether or not you are a holder of Public Stock on the Record Date (so long as you are a holder at the time of exercise), or whether you are a holder and vote your Public Stock on the Extension
Amendment Proposal (for or against) or any other proposal described in this proxy statement. As a result, the Charter Extension can be approved by stockholders who will redeem their Public Stock and no longer remain stockholders, leaving
stockholders who choose not to redeem their Public Stock holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.
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| Q: |
May I change my vote after I have mailed my signed proxy card?
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| A: |
Yes. Stockholders may send a later-dated, signed proxy card to Focus Impact Acquisition Corp., at 250 Park Avenue Ste 911, New York, NY 10177, so that it is received by FIAC prior to the vote at the Stockholder Meeting (which is scheduled
to take place on December , 2022) or attend the virtual Stockholder Meeting and vote electronically. Stockholders also may revoke their proxy by sending a notice of revocation to FIAC’s Chief Executive Officer, which must be
received by FIAC’s Chief Executive Officer prior to the vote at the Stockholder Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change
your vote.
|
| Q: |
How are votes counted?
|
| A: |
Votes will be counted by the inspector of election appointed for the Stockholder Meeting, who will separately count “FOR” and “AGAINST” votes and abstentions. The approval of the Extension Amendment Proposal requires the affirmative vote
of at least sixty-five percent (65%) of the issued and outstanding shares of Common Stock. Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and
outstanding shares of Common Stock who are present in person or represented by proxy and entitled to vote thereon at the Stockholder Meeting.
|
Stockholders who attend the Stockholder Meeting, either in person or by proxy, will be counted (and the number of Common Stock held by such stockholders will be counted) for the purposes of determining whether a quorum
is present at the Stockholder Meeting. The presence, in person or by proxy, of stockholders holding a majority of the Common Stock entitled to vote at the Stockholder Meeting constitutes a quorum at the Stockholder Meeting.
With respect to the Extension Amendment Proposal, abstentions will have the same effect as a vote “AGAINST” the proposal. As this proposal is not a “routine” matter, brokers will not be permitted to exercise
discretionary voting on this proposal.
With respect to the Adjournment Proposal, abstentions will have no effect on the approval of the proposal. As this proposal is not a “routine” matter, brokers will not be permitted to exercise discretionary voting on
this proposal.
| Q: |
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
|
| A: |
If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting
instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to FIAC or by voting online at the Stockholder Meeting unless you provide a “legal
proxy,” which you must obtain from your broker, bank or other nominee.
|
Under the applicable rules, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received
instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that are determined to be “non-routine” without specific instructions from the beneficial owner. The
Extension Amendment Proposal and Adjournment proposal are “non-routine” matters and therefore, brokers are not permitted to exercise their voting discretion with respect to these proposals.
If you are a FIAC stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on
the Extension Amendment Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares on the Extension Amendment Proposal or the Adjournment Proposal at the Stockholder Meeting only if you provide
instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.
| Q: |
Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal and the Adjournment Proposal?
|
| A: |
Yes. After careful consideration of the terms and conditions of each of the Extension Amendment Proposal and the Adjournment Proposal, the Board has determined that each of the Extension Amendment Proposal and the Adjournment Proposal is
in the best interests of FIAC and its stockholders. The Board unanimously recommends that FIAC’s stockholders vote “FOR” each of the Extension Amendment Proposal and the Adjournment Proposal.
|
| Q: |
What interests do FIAC’s directors and officers have in the approval of the Extension Amendment Proposal?
|
| A: |
FIAC’s directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These interests include, among others, ownership, directly or indirectly
through the Sponsor, of Common Stock and Private Placement Warrants. See the section entitled “Proposal No. 1 — The Extension Amendment Proposal — Interests of the Sponsor and FIAC’s Directors and Officers”
in this proxy statement.
|
| Q: |
Do I have appraisal rights if I object to the Extension Amendment Proposal?
|
| A: |
No. There are no appraisal rights available to FIAC’s stockholders in connection with the Extension Amendment Proposal. However you may elect to have your shares redeemed in connection with the adoption of the
Extension Amendment Proposal as described under “How do I exercise my redemption rights” below.
|
| Q: |
If I am a Public Warrant (defined below) holder, can I exercise redemption rights with respect to my Public Warrants?
|
| A: |
No. The holders of public warrants issued in connection with the IPO (with a whole warrant representing the right to acquire one share of Class A Common Stock at an exercise price of $11.50 per share) (the “Public Warrants”) have no redemption rights with respect to such Public Warrants.
|
| Q: |
What do I need to do now?
|
| A: |
You are urged to read carefully and consider the information contained in this proxy statement and to consider how the Extension Amendment Proposal and the Adjournment Proposal will affect you as a stockholder. You should then vote as soon
as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the
broker, bank or nominee.
|
| Q: |
How do I exercise my redemption rights?
|
| A: |
If you are a holder of Public Stock and wish to exercise your right to redeem your Public Stock, you must:
|
| I. |
(a) hold Public Stock or (b) hold Public Stock through Units and elect to separate your Units into the underlying Public Stock and Public Warrants prior to exercising your redemption rights with respect to the Public Stock;
|
| II. |
prior to 5:00 p.m., Eastern Time, on December , 2022 (two business days prior to the initially scheduled date of the Stockholder Meeting) (the “Redemption Deadline”) (a) submit a written
request to the Transfer Agent that FIAC redeem all or a portion of your Public Stock for cash and (b) identify yourself as the beneficial holder of the Public Stock and provide your legal name, phone number and address; and
|
| III. |
deliver your Public Stock to the Transfer Agent, physically or electronically through the Depository Trust Company (“DTC”).
|
The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.
Holders of Units must elect to separate the underlying Public Stock and Public Warrants prior to exercising redemption rights with respect to the Public Stock. If holders hold their Units in an account at a brokerage firm or bank, holders must
notify their broker or bank that they elect to separate the Units into the underlying Public Stock and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do
so.
In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Charter Extension, any holder of Public Stock will be entitled to request that their Public Stock be redeemed for a per share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the Stockholder Meeting, including interest earned on the funds held in the Trust Account and not previously
released to FIAC to pay its franchise and income taxes, divided by the number of then-outstanding shares of Public Stock. As of , 2022, the most recent practicable date prior to the date of this proxy statement, this would have
amounted to approximately $ per share of Public Stock.
However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Therefore, the per share distribution from the Trust Account
in such a situation may be less than originally anticipated due to such claims. We anticipate that the funds to be distributed to public stockholders electing to redeem their Public Stock will be distributed promptly after the Stockholder Meeting.
Any request for Redemption, once made by a holder of Public Stock, may be withdrawn at any time until the Redemption Deadline, and thereafter, with the approval of the Board. If you deliver your shares for Redemption to the Transfer Agent and
later decide prior to the Redemption Deadline not to elect Redemption, you may request that FIAC instruct the Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the
phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.
No request for Redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent by 5:00 p.m., Eastern Time, on December , 2022 (two business days prior to the
initially scheduled date of the Stockholder Meeting).
If a holder of Public Stock properly makes a request for Redemption and the Public Stock is delivered as described above, then, FIAC will redeem Public Stock for a pro rata portion of funds deposited in the Trust Account, calculated as of two
business days prior to the Stockholder Meeting. If you are a holder of Public Stock and you exercise your redemption rights, it will not result in the loss of any Public Warrants that you may hold.
If the Stockholder Meeting is abandoned for any reason, then holders of Public Stock shall not have the right to redeem their Public Stock at this time.
| Q: |
What are the U.S. federal income tax consequences of exercising my redemption rights?
|
| A: |
The U.S. federal income tax consequences of exercising your redemption rights will depend on your particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the
exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances. For additional discussion of certain material U.S.
federal income tax considerations with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.”
|
| Q: |
What should I do if I receive more than one set of voting materials for the Stockholder Meeting?
|
| A: |
You may receive more than one set of voting materials for the Stockholder Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than
one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one
proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
|
| Q: |
Who will solicit and pay the cost of soliciting proxies for the Stockholder Meeting?
|
| A: |
FIAC will pay the cost of soliciting proxies for the Stockholder Meeting. FIAC has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Stockholder Meeting.
FIAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Public Stock for their expenses in forwarding soliciting materials to beneficial owners of Public Stock and in obtaining
voting instructions from those owners. The directors, officers and employees of FIAC may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.
|
| Q: |
Who can help answer my questions?
|
| A: |
If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:
|
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: FIAC.info@investor.morrowsodali.com
You also may obtain additional information about FIAC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of
Public Stock and you intend to seek Redemption of your shares, you will need to deliver your Public Stock (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on December , 2022
(two business days prior to the initially scheduled date of the Stockholder Meeting). If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
This proxy statement is being provided to FIAC stockholders as part of a solicitation of proxies by the Board for use at the special meeting of FIAC stockholders to be held on December , 2022, and at any
adjournment thereof. This proxy statement contains important information regarding the Stockholder Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.
This proxy statement is being first mailed on or about , 2022 to all stockholders of record of FIAC as of the Record Date for the Stockholder Meeting. Stockholders of record who owned Common Stock at the close
of business on the Record Date are entitled to receive notice of, attend and vote at the Stockholder Meeting.
Date, Time and Place of Stockholder Meeting
The Stockholder Meeting will be held on December , 2022, at a.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be
postponed or adjourned.
In view of the ongoing COVID-19 pandemic, we are taking precautionary measures and therefore are planning for the Stockholder Meeting to be held virtually over the internet. We encourage you to attend the Stockholder
Meeting virtually. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/ . Please see “Questions
and Answers about the Stockholder Meeting — How do I attend the virtual Stockholder Meeting?” for more information.
You can pre-register to attend the virtual Stockholder Meeting starting December , 2022, at 9:00 a.m., Eastern Time (two business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/ , enter your control number, name and email address. Once you pre- register you can vote or enter questions in the chat box. At the start of the Stockholder
Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Stockholder Meeting.
Stockholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Stockholder Meeting you will need to have a legal proxy
from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the
control number. The Transfer Agent can be contacted at 917-262-2373, or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have access to the Internet, you can listen only to the meeting by dialing (or +1 if you are located outside the United States and Canada (standard rates apply)) and when
prompted enter the pin number #. Please note that you will not be able to vote or ask questions at the Stockholder Meeting if you choose to participate telephonically.
The Proposals at the Stockholder Meeting
At the Stockholder Meeting, FIAC stockholders will consider and vote on the following proposals:
| 1. |
Proposal No. 1 — Extension Amendment Proposal — To amend FIAC’s Certificate of Incorporation to extend the Termination Date by which FIAC has to consummate a Business Combination from the Original
Termination Date to the Charter Extension Date. A copy of the proposed amendment is set forth in Annex A to this proxy statement; and
|
| 2. |
Proposal No. 2 — Adjournment Proposal — To adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the Stockholder Meeting, there are insufficient shares of Common Stock, in the capital of FIAC represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or
at the time of the Stockholder Meeting to approve the Extension Amendment Proposal.
|
FIAC will not proceed with the Charter Extension if FIAC will not have at least $ remaining in the Trust Account following approval of
the Extension Amendment Proposal, after taking into account the Redemptions (WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS DO NOT REDEEM OR REDEEM ONLY A PORTION OF THEIR PUBLIC STOCK). FIAC cannot predict the amount that will remain in the Trust Account (as defined below)
following the Redemptions if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be significantly less than the approximately $ that was in the Trust Account as of , 2022
(including interest not previously released to FIAC to pay its franchise and income taxes).
Voting Power; Record Date
As a stockholder of FIAC, you have a right to vote on certain matters affecting FIAC. The proposals that will be presented at the Stockholder Meeting and upon which you are being asked to vote are summarized above and
fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Stockholder Meeting if you owned Common Stock at the close of business on November 23, 2022, which is the Record Date for the Stockholder Meeting.
You are entitled to one vote for each share of Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other
nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 28,750,000 issued and outstanding shares of Common Stock, of which 23,000,000 shares of Class A Common Stock were held by
public stockholders and 5,750,000 shares of Class B Common Stock were held by the Sponsor.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THE PROPOSALS
Quorum
The presence, in person or by proxy, of stockholders holding a majority of the Common Stock entitled to vote at the Stockholder Meeting constitutes a quorum at the Stockholder Meeting. Abstentions will be considered
present for the purposes of establishing a quorum. The Sponsor, who owns 20.0% of the issued and outstanding shares of Common Stock as of the Record Date, will count towards this quorum. As a result, as of the Record Date, an additional 8,625,001
shares of Common Stock held by public stockholders would be required to be present at the Stockholder Meeting to achieve a quorum.
Abstentions
Abstentions will be considered present for the purposes of establishing a quorum but will not constitute votes cast at the Stockholder Meeting and therefore will have the same effect as a vote “AGAINST” the Extension
Amendment Proposal and no effect on the approval of the Adjournment Proposal.
Under the applicable rules, if a stockholder holds their shares in “street” name through a bank, broker or other nominee and the stockholder does not instruct their broker, bank or other nominee how to vote their shares
on a proposal, the broker, bank or other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any
“non-routine” matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders,
(ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner
fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter.
The Extension Amendment Proposal and Adjournment proposal are “non-routine” matters and therefore, brokers are not permitted to exercise their voting discretion with respect to these proposals. As a result, if you hold
your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on any of these proposals at the Stockholder Meeting without your instruction.
Vote Required for Approval
The approval of the Extension Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the issued and outstanding shares of Common Stock.
Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present in person or represented by
proxy and entitled to vote thereon at the Stockholder Meeting.
The Sponsor and FIAC’s officers and directors intend to vote all of their Common Stock in favor of the proposals being presented at the Stockholder Meeting. As of the date of this proxy statement, the Sponsor owns 20.0%
of the issued and outstanding shares of Common Stock and FIAC’s officers and directors do not own any Common Stock (excluding any securities indirectly owned by officers or directors as a result of his or her membership interest in the Sponsor).
The following table reflects the number of additional shares of Public Stock required to approve each proposal:
|
Number of Additional Shares of Public
Stock Required To Approve Proposal
|
||||||
|
Proposal
|
Approval Standard
|
If Only Quorum is
Present and All
Present Shares
Cast Votes
|
If All Shares Are
Present and All
Present Shares
Cast Votes
|
|||
|
Extension Amendment Proposal
|
65% of Issued and Outstanding Shares of Common Stock
|
N/A
|
12,937,500
|
|||
|
Adjournment Proposal
|
Majority of Voted Stock
|
1,437,501
|
8,625,001
|
|||
Voting Your Shares
If you were a holder of record of Common Stock as of the close of business on the Record Date for the Stockholder Meeting, you may vote with respect to the proposals electronically, or by completing, signing, dating and
returning the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of shares of Common Stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your
broker to ensure that votes related to the shares you beneficially own are properly counted.
There are two ways to vote your Common Stock at the Stockholder Meeting:
Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your
shares at the Stockholder Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Stockholder Meeting so that your shares will be voted if you are unable to attend the Stockholder
Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00
p.m., Eastern Time, on December , 2022.
Voting Electronically. You may attend, vote and examine the list of stockholders entitled to vote at the Stockholder Meeting by visiting https://www.cstproxy.com/ and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.
Revoking Your Proxy
If you give a proxy, you may revoke it at any time before the Stockholder Meeting or at the Stockholder Meeting by doing any one of the following:
| • |
you may send another proxy card with a later date;
|
| • |
you may notify FIAC’s Chief Executive Officer in writing to Focus Impact Acquisition Corp., 250 Park Avenue Ste 911, New York, NY 10177, before the Stockholder Meeting that you have revoked your proxy; or
|
| • |
you may attend the virtual Stockholder Meeting, revoke your proxy, and vote electronically, as indicated above.
|
No Additional Matters
The Stockholder Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal and the Adjournment Proposal. Under the amended and restated bylaws of FIAC, other than procedural
matters incident to the conduct of the Stockholder Meeting, no other matters may be considered at the Stockholder Meeting if they are not included in this proxy statement, which serves as the notice of the Stockholder Meeting.
Who Can Answer Your Questions about Voting
If you are a FIAC stockholder and have any questions about how to vote or direct a vote in respect of your Common Stock, you may call Morrow Sodali, our proxy solicitor, by calling (800) 662-5200 (toll-free), or banks
and brokers can call (203) 658-9400, or by emailing FIAC.info@investor.morrowsodali.com.
Redemption Rights
Pursuant to the Certificate of Incorporation, holders of Public Stock may seek to redeem their shares for cash, regardless of whether they vote for
or against, or whether they abstain from voting on, the Extension Amendment Proposal. In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Charter Extension, any stockholder
holding Public Stock may demand that FIAC redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $ per share of Public Stock as of , 2022), calculated as of two
business days prior to the Stockholder Meeting. If a holder properly seeks Redemption as described in this section, FIAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own
these shares following the Stockholder Meeting. However, FIAC will not proceed with the Charter Extension if FIAC will not have at least $ remaining in the Trust Account following approval of the Extension Amendment Proposal,
after taking into account the Redemptions (WHICH REQUIRES THAT
A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS DO NOT REDEEM OR REDEEM ONLY A PORTION OF THEIR PUBLIC STOCK).
As a holder of Public Stock, you will be entitled to receive cash for any Public Stock to be redeemed only if you:
| (i) |
(a) hold Public Stock or (b) hold Public Stock through Units and elect to separate your Units into the underlying Public Stock and Public Warrants prior to exercising your redemption rights with respect to the Public Stock;
|
| (ii) |
submit a written request to the Transfer Agent, in which you (a) request that FIAC redeem all or a portion of your Public Stock for cash, and (b) identify yourself as the beneficial holder of the Public Stock and provide your legal name,
phone number and address; and
|
| (iii) |
deliver your Public Stock to the Transfer Agent, physically or electronically through DTC.
|
Holders must complete the procedures for electing to redeem their Public Stock in the manner described above prior to 5:00 p.m., Eastern Time, on December , 2022 (two business days prior to
the initially scheduled date of the Stockholder Meeting) in order for their shares to be redeemed.
The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its
shares.
If you hold your shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of FIAC that have not been tendered (either physically or
electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The Transfer Agent
will typically charge the tendering broker a fee and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder.
Any request for Redemption, once made by a holder of Public Stock, may not be withdrawn following the Redemption Deadline, unless approved by the Board. Any corrected or changed written exercise of redemption rights must
be received by the Transfer Agent, by the Redemption Deadline.
Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in
Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Stock with respect to more than an aggregate of 15% of the
outstanding shares of Public Stock, without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding shares of Public Stock, then any such shares in excess of
that 15% limit would not be redeemed for cash, without our prior consent.
The closing price of Public Stock on , 2022, the most recent practicable date prior to the date of this proxy statement, was $ per share. The cash held in the Trust Account on such date was
approximately $ (including interest not previously released to FIAC to pay its franchise and income taxes) ($ per share of Public Stock). Prior to exercising redemption rights, stockholders should verify the market price of Public Stock as
they may receive higher proceeds from the sale of their Public Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. FIAC cannot assure its stockholders that they
will be able to sell their Public Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their
shares.
If a holder of Public Stock exercises his, her or its redemption rights, then he, she or it will be exchanging its Public Stock for cash and will no longer own those shares. You will be entitled to receive cash for these
shares only if you properly demand Redemption by delivering your share certificate (either physically or electronically) to the Transfer Agent two business days prior to the initially scheduled date of the Stockholder Meeting.
For a discussion of certain material U.S. federal income tax considerations for stockholders with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal
Income Tax Considerations for Stockholders Exercising Redemption Rights.” The consequences of a Redemption to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to
consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular
circumstances.
Appraisal Rights
There are no appraisal rights available to FIAC’s stockholders in connection with the Extension Amendment Proposal. However holders of Public Stock may elect to have their shares redeemed in
connection with the adoption of the Extension Amendment Proposal, as described under “Redemption Rights” above.
Proxy Solicitation Costs
FIAC is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. FIAC has engaged Morrow Sodali to assist in the solicitation of proxies
for the Stockholder Meeting. FIAC and its directors, officers and employees may also solicit proxies in person. FIAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy
materials to their principals and to obtain their authority to execute proxies and voting instructions.
FIAC will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. FIAC will pay Morrow Sodali a
fee of $ , plus disbursements, reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as FIAC’s
proxy solicitor. FIAC will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to FIAC stockholders. Directors, officers and employees of
FIAC who solicit proxies will not be paid any additional compensation for soliciting.
Overview
FIAC is proposing to amend its Certificate of Incorporation to extend the date by which FIAC has to consummate a Business Combination to the Charter Extension Date so as to give FIAC additional time to complete a
Business Combination.
Without the Charter Extension, FIAC believes that FIAC may not be able to complete a Business Combination on or before the Original Termination Date. If that were to occur, FIAC would be forced to liquidate.
As contemplated by the Certificate of Incorporation, the holders of Public Stock may elect to redeem all or a portion of their Public Stock in exchange for their pro rata portion of the funds held in the Trust Account if
the Charter Extension is implemented.
On , 2022, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $ , based on the aggregate amount on deposit in the Trust Account
of approximately $ as of , 2022 (including interest not previously released to FIAC to pay its franchise and income taxes), divided by the total number of then outstanding Public Stock. The redemption
price per share in connection with the Extension Amendment Proposal will be calculated based on the aggregate amount on deposit in the Trust Account two business days prior to the Stockholder Meeting. The closing price of the Public Stock on Nasdaq
on , 2022, was $. Accordingly, if the market price of the Public Stock were to remain the same until the date of the Stockholder Meeting, exercising redemption rights would result in a public stockholder receiving approximately $
[more/less] per share than if the shares were sold in the open market (based on the current per share redemption price as of , 2022). FIAC cannot assure stockholders that they will be able to sell their Public Stock in the open market, even if the
market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. FIAC believes that such redemption right enables its public
stockholders to determine whether or not to sustain their investments for an additional period if FIAC does not complete a Business Combination on or before the Original Termination Date.
Reasons for the Extension Amendment Proposal
FIAC’s Certificate of Incorporation provides that FIAC has until May 1, 2023 to complete a Business Combination. FIAC and its officers and directors agreed that they would not seek to amend FIAC’s Certificate of
Incorporation to allow for a longer period of time to complete a Business Combination unless FIAC provided holders of its Public Stock with the right to seek Redemption of their Public Stock in connection therewith. The Board believes that it is in
the best interests of FIAC stockholders that the Charter Extension be obtained so that FIAC will have an additional amount of time to consummate a Business Combination. Without the Charter Extension, FIAC believes that FIAC may not be able to
complete a Business Combination on or before May 1, 2023. If that were to occur, FIAC would be forced to liquidate.
The Extension Amendment Proposal is essential to allowing FIAC additional time to consummate a Business Combination. Approval of the Extension
Amendment Proposal is a condition to the implementation of the Charter Extension. In addition, FIAC will not proceed with the Charter Extension if FIAC will not have at least $ remaining in the Trust Account following approval of the
Extension Amendment Proposal, after taking into account the Redemptions (WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS DO NOT REDEEM OR REDEEM ONLY A PORTION OF THEIR PUBLIC STOCK).
If the Extension Amendment Proposal is Not Approved
If the Extension Amendment Proposal is not approved and a Business Combination is not completed on or before the Original Termination Date, then, as contemplated by and in accordance with the Certificate of
Incorporation, FIAC will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public
Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to FIAC to pay its franchise and income
taxes, if any (less up to $100,000 of such interest to pay dissolution expenses), divided by the total number of the then-outstanding shares of Public Stock, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FIAC’s remaining stockholders and the Board, in
accordance with applicable law, liquidate and dissolve, subject in each case to FIAC’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account
with respect to FIAC’s warrants, which will expire worthless in the event of our winding up.
The Sponsor has waived its rights to participate in any liquidation distribution with respect to the 5,750,000 shares of Class B Common Stock held by it.
If the Extension Amendment Proposal is Approved
If the Extension Amendment Proposal is approved, FIAC shall procure that all filings required to be made with the Delaware Secretary of State in connection with the Extension Amendment Proposal to extend the time it has
to complete a Business Combination until the Charter Extension Date are made. FIAC will then continue to attempt to consummate a Business Combination until the Charter Extension Date. FIAC will remain a reporting company under the Exchange Act and
its Public Stock and Public Warrants will remain publicly traded during this time.
In addition, FIAC will not proceed with the Charter Extension if FIAC will not have at least $ remaining in the Trust Account following
approval of the Extension Amendment Proposal, after taking into account the Redemptions (WHICH REQUIRES THAT A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS DO NOT REDEEM OR REDEEM ONLY A PORTION OF THEIR PUBLIC STOCK).
Interests of the Sponsor and FIAC’s Directors and Officers
When considering the recommendation of the Board, FIAC stockholders should be aware that aside from their interests as direct or indirect stockholders, the Sponsor and certain members of the Board and officers of FIAC
have interests that are different from, or in addition to, those of other stockholders generally. The Board was aware of and considered these interests, among other matters, in recommending to FIAC stockholders that they approve the Extension
Amendment Proposal. FIAC stockholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal:
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the fact that the Sponsor paid $11,200,000 for 11,200,000 Private Placement Warrants, each of which is exercisable commencing on the later of 12 months from the closing of our Initial Public Offering and 30
days following the closing of the Business Combination for one share of Class A Common Stock at $11.50 per share. If the Extension Amendment Proposal is not approved and FIAC does not consummate a Business Combination by May 1, 2023,
then a portion of the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants held by our Sponsor will be worthless;
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the fact that the Sponsor (and certain of FIAC’s officers and directors who are members of the Sponsor), have invested in FIAC an aggregate of $11,225,000, comprised of the $25,000 purchase price for 5,750,000 shares of Class B Common
Stock and the $11,200,000 purchase price for 11,200,000 Private Placement Warrants. Assuming a trading price of $ per share of Class A Common Stock and $ per Public Warrant (based upon the respective closing prices of the Class A Common Stock
and the Public Warrants on Nasdaq on , 2022), the 5,750,000 shares of Class B Common Stock and 11,200,000 Private Placement Warrants would have an implied aggregate market value of $. Even if the trading price of the shares of Class A Common
Stock were as low as $1.96 per share, the aggregate market value of the Class B Common Stock alone (without taking into account the value of the Private Placement Warrants) would be approximately equal to the initial investment in FIAC by the
Sponsor (and certain of FIAC’s officers and directors who are members of the Sponsor). As a result, if a Business Combination is completed, the Sponsor (and certain of FIAC’s officers and directors who are members of the Sponsor) is likely to
be able to make a substantial profit on its investment in FIAC at a time when the Class A Common Stock has lost significant value. On the other hand, if the Extension Amendment Proposal is not approved and FIAC liquidates without completing a
Business Combination before May 1, 2023, the Sponsor (and FIAC’s officers and directors who are members of the Sponsor) will lose its entire investment in FIAC;
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the fact that the Sponsor and FIAC’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares of Common Stock (other than Public Stock) held by them if the
Extension Amendment Proposal is not approved and FIAC fails to complete a Business Combination by May 1, 2023;
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the indemnification of FIAC’s existing officers and directors and the liability insurance maintained by FIAC;
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the fact that the Sponsor and FIAC’s officers and directors will lose their entire investment in FIAC and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if the Extension Amendment Proposal is not
approved and a Business Combination is not consummated by May 1, 2023. As of the date of this proxy statement, there are no loans extended, fees due or outstanding out-of-pocket expenses for which FIAC’s officers and directors and the
Sponsor are awaiting reimbursement; and
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the fact that the Sponsor has agreed that it will be liable to FIAC if and to the extent any claims by a third party (other than FIAC’s independent auditors) for services rendered or products sold to FIAC, or a prospective target business
with which FIAC has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) such lesser amount per share of Public Stock held in the Trust Account as of the
date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party
who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act
of 1933, as amended. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims.
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Redemption Rights
Pursuant to the Certificate of Incorporation, holders of Common Stock may seek to redeem their shares for cash, regardless of whether they vote for
or against, or whether they abstain from voting on, the Extension Amendment Proposal. In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Charter Extension, any stockholder
holding shares of Public Stock may demand that FIAC redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $ per share as of , 2022), calculated as of two business
days prior to the Stockholder Meeting. If a holder properly seeks Redemption as described in this section, FIAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares
following the Stockholder Meeting. However, FIAC will not proceed with the Charter Extension if FIAC will not have at least $ remaining in the Trust Account following approval of the Extension Amendment Proposal, after taking into
account the Redemptions (WHICH REQUIRES THAT A SUBSTANTIAL
NUMBER OF PUBLIC STOCKHOLDERS DO NOT REDEEM OR REDEEM ONLY A PORTION OF THEIR PUBLIC STOCK).
As a holder of Public Stock, you will be entitled to receive cash for any Public Stock to be redeemed only if you:
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(a) hold Public Stock or (b) hold Public Stock through Units and elect to separate your Units into the underlying Public Stock and Public Warrants prior to exercising your redemption rights with respect to the Public Stock;
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submit a written request to the Transfer Agent, in which you (a) request that FIAC redeem all or a portion of your Public Stock for cash, and (b) identify yourself as the beneficial holder of the Public Stock and provide your legal name,
phone number and address; and
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deliver your Public Stock to the Transfer Agent, physically or electronically through DTC.
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Holders must complete the procedures for electing to redeem their Public Stock in the manner described above prior to 5:00 p.m., Eastern Time, on December , 2022 (two business days prior to the
initially scheduled date of the Stockholder Meeting) in order for their shares to be redeemed.
The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its
shares.
If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of FIAC that have not been tendered (either physically or
electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The Transfer Agent
will typically charge the tendering broker a fee and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder.
Any request for Redemption, once made by a holder of Public Stock, may not be withdrawn following the Redemption Deadline, unless approved by the Board. Any corrected or changed written exercise of redemption rights
must be received by the Transfer Agent by the Redemption Deadline.
Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in
Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Stock with respect to more than an aggregate of 15% of the outstanding shares of Public Stock, without our prior consent. Accordingly, if a public stockholder, alone
or acting in concert or as a group, seeks to redeem more than 15% of the outstanding shares of Public Stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.
The closing price of Public Stock on , 2022, the most recent practicable date prior to the date of this proxy statement, was $ per share. The cash held in the Trust Account on such date was
approximately $ (including interest not previously released to FIAC to pay its franchise and income taxes) ($ per share of Public Stock). Prior to exercising redemption rights, stockholders should verify the market price of Public
Stock as they may receive higher proceeds from the sale of their Public Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. FIAC cannot assure its stockholders
that they will be able to sell their Public Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell
their shares.
If a holder of Public Stock exercises his, her or its redemption rights, then he, she or it will be exchanging its Public Stock for cash and will no longer own those shares. You will be entitled to receive cash for
these shares only if you properly demand Redemption by delivering your share certificate (either physically or electronically) to the Transfer Agent two business days prior to the initially scheduled date of the Stockholder Meeting.
Vote Required for Approval
The approval of the Extension Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the issued and outstanding shares of Common Stock. Abstentions will be considered present for the
purposes of establishing a quorum but will not constitute votes cast at the Stockholder Meeting and therefore will have the same effect as a vote “AGAINST” the Extension Amendment Proposal.
As of the date of this proxy statement, the Sponsor and FIAC’s officers and directors intend to vote all Common Stock owned by them in favor of the Extension Amendment Proposal. As of the date hereof, the Sponsor owns
20.0% of the issued and outstanding shares of Common Stock and FIAC’s officers and directors do not own any Common Stock (excluding any securities indirectly owned by officers or directors as a result of his or her membership interest in the
Sponsor). As a result, in addition to the Sponsor, approval of the Extension Amendment Proposal will require the affirmative vote of at least 12,937,500 shares of Public Stock (or approximately 56.25% of the Public Stock).
Recommendation of the Board
BOARD UNANIMOUSLY RECOMMENDS THAT FIAC STOCKHOLDERS VOTE “FOR”
THE EXTENSION AMENDMENT PROPOSAL.
Overview
FIAC is asking stockholders to approve the adjournment of the Stockholder Meeting to a later date or dates if necessary to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of
the Stockholder Meeting, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or to approve the Extension Amendment Proposal.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by FIAC’s stockholders, the Board may not be able to adjourn the Stockholder Meeting to a later date in the event, that based on the tabulated votes, there are insufficient
shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal. In such events,
the Charter Extension would not be implemented.
Vote Required for Approval
The approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present in person or represented
by proxy and entitled to vote thereon at the Stockholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum but will not constitute votes cast at the Stockholder Meeting and therefore will have no effect on the
approval of the Adjournment Proposal.
As of the date of this proxy statement, the Sponsor and FIAC’s officers and directors intend to vote any Common Stock owned by them in favor of the Adjournment Proposal. As of the date hereof, the Sponsor owns 20.0% of
the issued and outstanding shares of Common Stock and FIAC’s directors and officers do not own any Common Stock (excluding any securities indirectly owned by officers or directors as a result of his or her membership interest in the Sponsor). As a
result, in addition to the Sponsor, approval of the Adjournment Proposal will require the affirmative vote of at least 8,625,001 shares of Common Stock held by public stockholders (or approximately 37.5% of the Public Stock) if all Public Stock are
represented at the Stockholder Meeting and cast votes, and the affirmative vote of at least 1,437,501 shares of Public Stock (or approximately 6.25% of the Public Stock) if only such shares as are required to establish a quorum are represented at the
Stockholder Meeting and cast votes.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT FIAC STOCKHOLDERS VOTE “FOR”
THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR STOCKHOLDERS EXERCISING REDEMPTION RIGHTS
The following discussion is a summary of certain material U.S. federal income tax considerations for U.S. Holders and Non-U.S. Holders (each as defined below) of Public Stock that elect to have their shares of Public
Stock redeemed for cash if the Extension Amendment Proposal is approved. This section applies only to investors that hold Public Stock as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion
does not address all aspects of U.S. federal income taxation that may be relevant to a particular stockholder in light of its particular circumstances or status, including:
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financial institutions or financial services entities;
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broker-dealers;
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S corporations;
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taxpayers that are subject to the mark-to-market accounting rules;
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tax-exempt entities;
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governments or agencies or instrumentalities thereof;
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tax-qualified retirement plans;
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insurance companies;
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regulated investment companies or real estate investment trusts;
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expatriates or former long-term residents or citizens of the United States;
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persons that directly, indirectly, or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares;
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persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;
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persons that hold our securities as part of a straddle, constructive sale, hedging, conversion, synthetic security or other integrated or similar transaction;
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persons subject to the alternative minimum tax;
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persons whose functional currency is not the U.S. dollar;
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controlled foreign corporations;
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corporations that accumulate earnings to avoid U.S. federal income tax;
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“qualified foreign pension funds” (within the meaning of Section 897(l)(2) of the Code) and entities whose interests are held by qualified foreign pension funds;
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accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code;
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foreign corporations with respect to which there are one or more United States stockholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii);
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passive foreign investment companies or their stockholders; or
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Redeeming Non-U.S. Holders (as defined below, and except as otherwise discussed below).
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This discussion is based on current U.S. federal income tax laws as in effect on the date hereof, which is subject to change, possibly on a retroactive basis, which may affect the U.S. federal income tax consequences
described herein. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare net investment income tax laws, or state, local or non-U.S. laws. FIAC has not sought, and FIAC does not
intend to seek, a ruling from the U.S. Internal Revenue Service (“IRS”) as to any U.S. federal income tax considerations described herein. The IRS may disagree with the discussion herein, and its determination
may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.
This discussion does not consider the U.S. federal income tax treatment of entities or arrangements treated as partnerships or other pass-through entities (including branches) for U.S. federal income tax purposes (any
such entity or arrangement, a “Flow-Through Entity”) or investors that hold our securities through Flow-Through Entities. If a Flow-Through Entity is the beneficial owner of our securities, the U.S. federal
income tax treatment of an investor holding our securities through a Flow-Through Entity generally will depend on the status of such investor and the activities of such investor and such Flow-Through Entity.
If you hold our securities through a Flow-Through Entity, we urge you to consult your tax advisor.
THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF EXERCISING REDEMPTION RIGHTS,
INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.
For purposes of this discussion, because any Unit consisting of one share of Class A Common Stock and one-half (1/2) of one warrant (with a whole warrant representing the right to acquire one share of Class A Common
Stock) is separable at the option of the holder, FIAC is treating each share of Class A Common Stock and one- half (1/2) of one warrant to acquire one share of Class A Common Stock held by a holder in the form of a single unit as separate
instruments and is assuming that the unit itself will not be treated as an integrated instrument. Accordingly, the cancellation or separation of the Units in connection with the exercise of redemption rights generally should not be a taxable event
for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position.
Certain U.S. Federal Income Tax Considerations to U.S. Stockholders
This section is addressed to Redeeming U.S. Holders (as defined below) of Public Stock that elect to have their Public Stock redeemed for cash as described in the section entitled “Proposal
No. 1 — The Extension Amendment Proposal — Redemption Rights.” For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its shares and is, for U.S. federal
income tax purposes:
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an individual citizen or resident of the United States;
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a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the
District of Columbia;
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more United States persons (within the meaning of the Code) have the authority to control all substantial decisions of
the trust or (2) it has a valid election in place to be treated as a United States person.
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Tax Treatment of the Redemption — In General
The U.S. federal income tax consequences to a Redeeming U.S. Holder of Public Stock that exercises its redemption rights to receive cash in exchange for all or a portion of its Public Stock will depend on whether the
redemption qualifies as a sale of the Public Stock redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale of such Redeeming U.S. Holder’s shares, such Redeeming U.S.
Holder will generally be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares redeemed. Such gain or loss should be treated as capital gain or loss if
such shares were held as a capital asset on the date of the redemption. Any such capital gain or loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for such shares exceeds one year at the time of the
redemption. A Redeeming U.S. Holder’s tax basis in such Redeeming U.S. Holder’s shares generally will equal the cost of such shares.
The redemption generally will qualify as a sale of such shares if the redemption either (i) is “substantially disproportionate” with respect to the Redeeming U.S. Holder, (ii) results in a “complete redemption” of such
Redeeming U.S. Holder’s interest in FIAC or (iii) is “not essentially equivalent to a dividend” with respect to such Redeeming U.S. Holder. These tests are explained more fully below.
For purposes of such tests, a Redeeming U.S. Holder takes into account not only shares directly owned by such Redeeming U.S. Holder, but also shares that are constructively owned by such Redeeming U.S. Holder. A
Redeeming U.S. Holder may constructively own, in addition to Public Stock owned directly, Public Stock owned by certain related individuals and entities in which such Redeeming U.S. Holder has an interest or that have an interest in such Redeeming
U.S. Holder, as well as any shares such Redeeming U.S. Holder has a right to acquire by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of the Public Warrants.
The redemption generally will be “substantially disproportionate” with respect to a Redeeming U.S. Holder if the percentage of FIAC’s outstanding voting shares that such Redeeming U.S. Holder directly or constructively
owns immediately after the redemption is less than 80 percent of the percentage of FIAC’s outstanding voting shares that such Redeeming U.S. Holder directly or constructively owned immediately before the redemption, and such Redeeming U.S. Holder
immediately after the redemption actually and constructively owns less than 50 percent of the total combined voting power of FIAC. There will be a complete redemption of such Redeeming U.S. Holder’s interest if either (i) all of the shares directly
or constructively owned by such Redeeming U.S. Holder are redeemed or (ii) all of the shares directly owned by such Redeeming U.S. Holder are redeemed and such Redeeming U.S. Holder is eligible to waive, and effectively waives in accordance with
specific rules, the attribution of the shares owned by certain family members and such Redeeming U.S. Holder does not constructively own any other shares. The redemption will not be essentially equivalent to a dividend if it results in a “meaningful
reduction” of such Redeeming U.S. Holder’s proportionate interest in FIAC. Whether the redemption will result in a “meaningful reduction” in such Redeeming U.S. Holder’s proportionate interest will depend on the particular facts and circumstances
applicable to it. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority Stockholder in a publicly held corporation that exercises no control over corporate affairs may constitute
such a “meaningful reduction.”
If none of the above tests is satisfied, the redemption will be treated as a distribution with respect to the shares under Section 302 of the Code, in which case the Redeeming U.S. Holder will be treated as receiving a
corporate distribution as discussed below.
Redemption of Public Stock Treated as Corporate Distribution
If the redemption is treated as a corporate distribution, such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and
profits, as determined under U.S. federal income tax principles. If the redemption is treated as a corporate distribution treated as dividend, such dividends paid to a Redeeming U.S. Holder that is a taxable corporation generally will qualify for the
dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain
holding period requirements are met, dividends paid to a non-corporate Redeeming U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. It is unclear
whether the redemption rights with respect to the Public Stock described in this proxy statement may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential
tax rate on qualified dividend income, as the case may be.
Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the Redeeming U.S. Holder’s adjusted tax basis in
such Redeeming U.S. Holder’s Public Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of such Redeeming U.S. Holder’s Public Stock as discussed below. After the application of those rules, any remaining tax
basis of the Redeeming U.S. Holder in the redeemed Public Stock will be added to the Redeeming U.S. Holder’s adjusted tax basis in its remaining Public Stock, or, if it has none, to the Redeeming U.S. Holder’s adjusted tax basis in its Public
Warrants or possibly in other shares constructively owned by it.
Redemption of Public Stock Treated as a Sale or Other Disposition
If the redemption qualifies as a sale or other disposition of Public Stock, a Redeeming U.S. Holder will generally recognize gain or loss in an amount equal to the difference between (i) the amount of cash received in
such redemption (or, if the Public Stock is held as part of a unit at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the Public Stock based upon the then fair market values of the Public Stock
and the one-half (1/2) of one warrant included in the unit) and (ii) the Redeeming U.S. Holder’s adjusted tax basis in its Public Stock so redeemed. A Redeeming U.S. Holder’s adjusted tax basis in its Public Stock generally will equal the Redeeming
U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of Public Stock or the Redeeming U.S. Holder’s initial basis for Public Stock received upon exercise of a whole warrant) less any prior
distributions treated as a return of capital. Any such capital gain or loss will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for the Public Stock so disposed of exceeds one year. Long-term capital gain realized by
a non-corporate Redeeming U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations. However, it is unclear whether the redemption rights with respect to the Public Stock described in this
proxy statement may prevent a U.S. Holder from satisfying the applicable holding period requirements for long-term capital gain or loss.
If a Redeeming U.S. Holder holds different blocks of Public Stock (generally, shares of Public Stock purchased or acquired on different dates or at different prices), such Redeeming U.S. Holder is urged to consult its
tax advisors to determine how the above rules apply to such Redeeming U.S. Holder.
ALL REDEEMING U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC STOCK PURSUANT TO AN EXERCISE OF REDEMPTION
RIGHTS.
Certain U.S. Federal Income Tax Considerations to Non-U.S. Stockholders
This section is addressed to Redeeming Non-U.S. Holders (as defined below) of Public Stock that elect to have their shares redeemed for cash as described in the section entitled “Proposal
No. 1 — The Extension Amendment Proposal — Redemption Rights.” For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a Flow-Through Entity) of our Public
Stock that so redeems its Public Stock and is not a Redeeming U.S. Holder.
Tax Treatment of the Redemption — In General
Except as otherwise discussed in this section, the characterization of a redemption for a Redeeming Non-U.S. Holder who elects to have its shares redeemed will generally be characterized in the same manner as a U.S.
Stockholder for U.S. federal income tax purposes. See the discussion above under “Certain U.S. Federal Income Tax Considerations to U.S. Stockholders.”
Redeeming Non-U.S. Holders of shares considering exercising their redemption rights are urged to consult their tax advisors as to whether the redemption of their shares will be treated as a sale or as a distribution
under the Code, and whether they will be subject to U.S. federal income tax on any gain recognized or dividends received as a result of the redemption based upon their particular circumstances.
Redemption of Public Stock Treated as a Corporate Distribution
If the redemption qualifies as a corporate distribution, such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and
profits, as determined under U.S. federal income tax principles, and provided such dividends are not effectively connected with the Redeeming Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold
tax from the gross amount of the dividend at a rate of 30%, unless such Redeeming Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such
reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the Redeeming Non-U.S.
Holder’s adjusted tax basis in such Redeeming Non-U.S. Holder’s Public Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of such Redeeming Non-U.S. Holder’s Public Stock as discussed below. In addition, if
we determine that we are likely to be classified as a “U.S. real property holding corporation” (see “— Redemption of Public Stock Treated as a Sale or Other Disposition” below), we will withhold 15% of any
distribution that exceeds our current and accumulated earnings and profits.
The withholding tax does not apply to dividends paid to a Redeeming Non-U.S. Holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the Redeeming Non-U.S. Holder’s conduct of a
trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the Redeeming Non-U.S. Holder were a U.S. resident, subject to an applicable income tax treaty providing
otherwise. A Redeeming Non-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).
Redemption of Public Stock Treated as a Sale or Other Disposition
If the redemption qualifies as a sale or other disposition, a Redeeming Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale or other disposition
of Public Stock unless:
| • |
the gain is effectively connected with the conduct of a trade or business by the Redeeming Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or
fixed base maintained by the Redeeming Non-U.S. Holder);
|
| • |
the Redeeming Non-U.S. Holder is an individual present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or
|
| • |
we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Redeeming Non-U.S. Holder
held Public Stock, and, in the case where the shares of Public Stock are regularly traded on an established securities market, the Redeeming Non-U.S. Holder has owned, directly or constructively (including through ownership of warrants) more
than 5% of the shares of Public Stock at any time within the shorter of the five-year period preceding the disposition or such Redeeming Non-U.S. Holder’s holding period for the shares of Public Stock. There can be no assurance that the
Public Stock will be treated as regularly traded on an established securities market for this purpose.
|
Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Redeeming Non-U.S. Holder were a U.S.
resident. Any gains described in the first bullet point above of a Redeeming Non-U.S. Holder that is a foreign corporation may also be subject to an additional “branch profits tax” at a 30% rate (or lower treaty rate). Gain described in the second
bullet point above will be subject to a 30% U.S. federal income tax rate.
If the third bullet point above applies to a Redeeming Non-U.S. Holder, gain recognized by such holder on the disposition of the Public Stock will be subject to tax at generally applicable U.S. federal income tax rates.
We cannot determine whether we will be a U.S. real property holding corporation in the future until we complete a Business Combination. We will be classified as a U.S. real property holding corporation if the fair market value of our “U.S. real
property interests” equals or exceeds 50 percent of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes.
If a Redeeming Non-U.S. Holder holds different blocks of Public Stock (generally, shares of Public Stock purchased or acquired on different dates or at different prices), such Redeeming Non-U.S. Holder is urged to
consult its tax advisors to determine how the above rules apply to such Redeeming Non-U.S. Holder.
FATCA Withholding
Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% on payments of dividends on our Public Stock, to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and
certain other Non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies
(typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). The IRS has issued proposed regulations (on which taxpayers may rely until final regulations are issued) that would generally not apply these withholding
requirements to gross proceeds from sales or other disposition proceeds from our Public Stock. If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally will be entitled to a refund of any amounts
withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be
subject to different rules. Holders of Public Stock are urged to consult their tax advisors regarding the effects of FATCA on their investment in our securities.
Backup Withholding
In general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:
| • |
fails to provide an accurate taxpayer identification number;
|
| • |
is notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income tax returns; or
|
| • |
in certain circumstances, fails to comply with applicable certification requirements.
|
A Redeeming Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its non-U.S. status, under penalties of perjury, on a duly executed
applicable IRS Form W-8 or by otherwise establishing an exemption.
Any amount withheld under these rules will be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S. federal income tax liability or refundable to the extent that it exceeds this liability,
provided that the required information is timely furnished to the IRS and other applicable requirements are met.
As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not
be construed as, legal or tax advice to any Stockholder. We once again urge you to consult with your tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign
income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment Proposal and any redemption of your Public Stock.
References in this section to “we,” “our,” or “us” refer to Focus Impact Acquisition Corp.
General
We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses, which we refer to throughout this proxy statement as our initial business combination. We are an early stage and emerging growth company and, as such, we are subject to all of the risk associated with early
stage and emerging growth companies.
IPO and Private Placement
On November 1, 2021, FIAC consummated its IPO of 23,000,000 Units, at a price of $10.00 per Unit generating gross proceeds of $230,000,000, which includes the full exercise of the underwriter’s option to purchase an
additional 3,000,000 Units at the IPO’s price to cover over-allotments. The securities in the offering were registered under the Securities Act of 1933, as amended, on a registration statement on Form S-1 (No. 333-255448). The SEC declared the
registration statement effective on October 27, 2021.
Simultaneously with the closing of the IPO, FIAC consummated the sale of 11,200,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $11,200,000.
Following the closing of the IPO on November 1, 2021 and the full exercise of the underwriters’ over-allotment, $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement
Warrants were placed in a Trust Account, and invested in U.S. government securities, within the meaning set forth in the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a
money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act.
The following table sets forth information regarding the beneficial ownership of FIAC’s Common Stock as of , 2022, based on information obtained from the persons named below, with respect to the beneficial
ownership of shares of FIAC’s Common Stock, by:
| • |
each person known by FIAC to be the beneficial owner of more than 5% of FIAC’s issued and outstanding shares of Common Stock;
|
| • |
each of FIAC’s officers and directors; and
|
| • |
all FIAC’s executive officers and directors as a group.
|
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over
that security, including options and warrants that are currently exercisable or exercisable within sixty days.
In the table below, percentage ownership is based on 28,750,000 shares of Common Stock, consisting of (i) 23,000,000 Class A Common Stock and (ii) 5,750,000 Class B Common Stock, issued and outstanding as of ,
2022. The table below does not reflect record of beneficial ownership of any shares of Common Stock issuable upon exercise of the warrants because these securities are not exercisable within 60 days of this proxy statement.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.
|
Class A Common Stock
|
Class B Common Stock
|
|||||||||||||||||||
|
Name of Beneficial Owner(1)
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage
of Class
|
Number of
Shares
Beneficially
Owned(2)
|
Approximate
Percentage
of Class
|
Approximate
Percentage
of
Outstanding
Shares
|
|||||||||||||||
|
Five Percent Holders
|
||||||||||||||||||||
|
Focus Impact Sponsor, LLC (3)
|
—
|
—
|
5,750,000
|
100
|
%
|
20.0
|
%
|
|||||||||||||
|
Sculptor Capital LP(4)
|
1,153,670
|
5.0
|
%
|
—
|
—
|
4.0
|
%
|
|||||||||||||
|
Saba Capital Management, L.P. (5)
|
1,232,325
|
5.4
|
%
|
—
|
—
|
4.3
|
%
|
|||||||||||||
|
Directors and Executive Officers of the Company
|
||||||||||||||||||||
|
Carl Stanton (6)
|
—
|
—
|
8,625,000
|
100
|
%
|
20.0
|
%
|
|||||||||||||
|
Ernest Lyles (6)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Howard Sanders (6)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Troy Carter(6)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Dawanna Williams(6)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Wray Thorn(6)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Dia Simms(6)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
All directors and executive officers as a group (seven individuals)
|
—
|
—
|
—
|
—
|
_—
|
|||||||||||||||
| (1) |
Unless otherwise noted, the business address of each of the following entities or individuals is 250 Park Avenue Ste 911, New York, NY, 10177.
|
| (2) |
Interests shown consist solely of founder shares, classified as shares of Class B Common Stock. Such shares are convertible into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, as
more fully described under the heading “Description of Securities–Founder Shares” of our final prospectus (File No. 333-255448), filed in connection with our Initial Public Offering.
|
| (3) |
Our Sponsor is governed by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is
required to approve an action of our sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting and dispositive decision requires
the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to our Sponsor. Based upon the foregoing analysis, no individual
manager of our Sponsor exercises voting or dispositive control over any of the securities held by our Sponsor, even those in which such manager directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share
beneficial ownership of such shares. .
|
| (4) |
Includes Class A Common Stock held by Sculptor Capital LP (“Sculptor”), Sculptor Capital II LP (“Sculptor II”), Sculptor Capital Holding Corporation (“SCHC”), Sculptor Capital Holding II LLC (“SCHC II”), Sculptor
Capital Management, Inc. (“SCU”), Sculptor Master Fund, Ltd. (“SCMF”),Sculptor Special Funding, LP (“NRMD”), Sculptor Credit Opportunities Master Fund, Ltd. (“SCCO”), Sculptor SC II LP (“NJGC”) and Sculptor Enhanced Master Fund, Ltd.
(“SCEN”). Based on Schedule 13G filed jointly by Sculptor, Sculptor II, SCHC, SCHC II, SCU, SCMF, NRMD, SCCO, NJGC and SCEN with the SEC on January 28, 2022, Sculptor, Sculptor II, SCHC, SCHC II and SCU may be deemed to beneficially own
1,153,670 shares of Class A Common Stock, SCMF and NRMD may be deemed to beneficially own 499,519 shares of Class A Common Stock, SCCO may be deemed to beneficially own 143,050 shares of Class A Common Stock, NJGC may be deemed to
beneficially own 395,733 shares of Class A Common Stock and SCEN may be deemed to beneficially own 115,368 shares of Class A Common Stock. The business address of each of the foregoing entities is 9 West 57 Street, 39th Floor, New York, NY
10019.
|
| (5) |
Includes Class A Common Stock held by Saba Capital Management, L.P. (“Saba Capital”), Saba Capital Management GP, LLC (“Saba GP”) and Mr. Boaz R. Weinstein (“Boaz Weinstein”). Based on a Schedule 13G filed jointly
by Saba Capital, Saba GP and Boaz Weinstein with the SEC on June 10, 2022, Saba Capital, Saba GP and Boaz Weinstein may be deemed to beneficially own 1,232,325 shares of Class A Common Stock. The business address of each of the foregoing
entities or persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
|
| (6) |
Does not include any shares indirectly owned by this individual as a result of his or her membership interest in our Sponsor.
|
If the Extension Amendment Proposal is approved and the Charter Amendment is filed, FIAC’s first annual meeting of stockholders will be held no later than December 31, 2023. If the Extension Amendment Proposal is not
approved and a Business Combination is not consummated, there will be no further annual meetings of FIAC. You should direct any proposals to FIAC’s Chief Executive Officer at Focus Impact Acquisition Corp., 250 Park Avenue Ste 911, New York, NY
10177.
Unless FIAC has received contrary instructions, FIAC may send a single copy of this proxy statement to any household at which two or more stockholders reside if FIAC believes the stockholders are members of the same
family. This process, known as “householding”, reduces the volume of duplicate information received at any one household and helps to reduce FIAC’s expenses. However, if stockholders prefer to receive multiple sets of FIAC’s disclosure documents at
the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set
of FIAC’s disclosure documents, the stockholders should follow these instructions:
| • |
If the shares are registered in the name of the stockholder, the stockholder should contact us at our offices at Focus Impact Acquisition Corp., 250 Park Avenue Ste 911, New York, NY 10177, to inform us of his or her request; or
|
| • |
If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly.
|
FIAC files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on FIAC at the SEC web site, which contains reports, proxy statements and other
information, at: http://www.sec.gov.
This proxy statement is available without charge to stockholders of FIAC upon written or oral request. If you would like additional copies of this proxy statement or if you have questions about the proposals to be
presented at the Stockholder Meeting, you should contact FIAC in writing at Focus Impact Acquisition Corp., 250 Park Avenue Ste 911, New York, NY 10177 or by telephone at (212) 213-0243.
If you have questions about the proposals or this proxy statement, would like additional copies of this proxy statement, or need to obtain proxy cards or other information related to the proxy solicitation, please
contact Morrow Sodali, the proxy solicitor for FIAC, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing FIAC.info@investor.morrowsodali.com. You will not be charged for any of the documents that you
request.
To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Stockholder Meeting, or no later than December , 2022.
PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FOCUS IMPACT ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
FOCUS IMPACT ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as
follows:
| 1. |
The name of the Corporation is “Focus Impact Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of
Delaware on February 23, 2021 (the “Original Certificate”). An amended and restated certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 27, 2021 (the “Amended and Restated
Certificate of Incorporation”).
|
| 2. |
This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.
|
| 3. |
This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware (the “DGCL”).
|
|
4.
|
The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:
|
(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriter’s
over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on April 23, 2021 (as amended, the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below)
pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust
Account) will be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation does not complete its initial
Business Combination within 24 months from the closing of the Offering and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of the Amended and Restated Certificate relating to stockholders’ rights or
pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of the Corporation’s Common Stock included as part of the units sold in the Offering (the “Offering
Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are members or affiliates of Focus Impact Sponsor, LLC (the “Sponsor”) or officers or directors of the Corporation) are referred to herein as “Public Stockholders.”
| 5. |
The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows:
|
(d) In the event that the Corporation has not consummated an initial Business Combination within 24 months from the closing of the Offering, the Corporation shall (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in
cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes (less up to $100,000 of such net
interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if
any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each
case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
| 6. |
The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows:
|
Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is
made to this Amended and Restated Certificate of Incorporation (i) that would modify the substance or timing of the Corporation’s obligation to provide Public Stockholders the right to have their shares of
Class A Common Stock redeemed in connection with an initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination within 24 months from the date of the Closing or (ii)
with respect to any other provisions relating to the rights of holders of the Class A Common Stock, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes, divided by the number of then outstanding
Offering Shares. The Corporation’s ability to provide such opportunity is subject to the Redemption Limitation.
IN WITNESS WHEREOF, Focus Impact Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an
authorized officer as of this day of , 2022.
|
FOCUS IMPACT ACQUISITION CORP.
|
|||
|
By:
|
|||
|
Name:
|
Carl Stanton
|
||
|
Title:
|
Chief Executive Officer
|
||
PRELIMINARY PROXY CARD
SUBJECT TO COMPLETION
Focus Impact Acquisition Corp.
250 Park Avenue Ste 911
New York, New York 10177
SPECIAL MEETING
OF STOCKHOLDERS OF FOCUS IMPACT ACQUISITION CORP.
YOUR VOTE IS IMPORTANT
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER , 2022.
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated , 2022, in connection with the special
meeting of stockholders (the “Stockholder Meeting”) of Focus Impact Acquisition Corp. (the “FIAC”) to be held at a.m. Eastern Time on December , 2022, via
a virtual meeting, and hereby appoints Carl Stanton and Ernest Lyles, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all stock of FIAC registered in the
name provided, which the undersigned is entitled to vote at the Stockholder Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given,
said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying proxy statement.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1 AND 2.
(Continued and to be marked, dated and signed on reverse side)
|
Please mark vote as indicated in this example
|
☒
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2.
|
|
Proposal No. 1—Redemption Limit Elimination Proposal— To amend FIAC’s amended and restated certificate of incorporation to extend the date by which FIAC has to consummate a
business combination from May 1, 2023 to November 1, 2023 (the “Extension Amendment Proposal”). A copy of the proposed amendments is set forth in Annex A to the accompanying proxy statement.
|
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
|
Proposal No. 2—Adjournment Proposal— To adjourn the Stockholder Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of Class A common stock, par value $0.0001 per share and shares of Class
B common stock, par value $0.0001 per share, in the capital of FIAC represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to
approve the Extension Amendment Proposal.
|
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
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Dated:
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, 2022
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(Signature)
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(Signature if held jointly)
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Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign.
Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1 AND 2 AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
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