BUSINESS OF FIAC AND CERTAIN INFORMATION ABOUT FIAC
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.
Initial Public Offering and Private Placement
On November 1, 2021, FIAC consummated its Initial Public Offering 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 Initial Public Offering’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 Initial Public Offering, 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 Initial Public Offering 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 Initial Public Offering 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.
On October 31, 2023, FIAC instructed Continental, the trustee managing the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a business combination and the liquidation of FIAC. Interest on such deposit account is currently 4.5% per annum, but such deposit account carries a variable rate and FIAC cannot assure you that such rate will not decrease or increase significantly.
First and Second Extension Meetings
On April 25, 2023, FIAC held a special meeting of stockholders and approved a proposal to amend the Certificate of Incorporation to extend the date by which we have to consummate an initial business combination from May 1, 2023 to August 1, 2023, and to allow FIAC, without another stockholder vote, to elect to extend the termination date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after the Charter Extension Date, by resolution of the Board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable termination date, until May 1, 2024, or a total of up to twelve months after May 1, 2023 (the “First Extension Meeting”). In connection with the approval of the extension at the First Extension Meeting, the holders of 17,297,209 shares of Class A common stock, par value $0.0001 per share, of FIAC properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of approximately $179,860,588.
On December 26, 2023, FIAC held a special meeting of stockholders and approved a proposal to amend the Certificate of Incorporation to extend the date by which we have to consummate an initial business combination from May 1, 2024 to the Original Termination Date, and to allow FIAC, without another stockholder vote, to elect to extend the termination date to consummate a business combination on a monthly basis for up to seven times by an additional one month each time after the April 1, 2024, by resolution of the Board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable termination date, until the Original Termination Date, or a total of up to seven months after April 1, 2024 (the “Second Extension Meeting”). In
