Delaware | 001-40977 | 86-2433757 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
250 Park Avenue Ste 911 New York, New York | 10177 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | FIACU | The Nasdaq Stock Market LLC | ||
Shares of Class A common stock | FIAC | The Nasdaq Stock Market LLC | ||
Redeemable warrants, | FIACW | The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
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Item 6. | ||
March 31, | December 31, | September 30, | December 31, | |||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Assets: | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash | $ | 760,583 | $ | 1,426,006 | $ | 213,335 | $ | 1,426,006 | ||||||||
Prepaid expenses | 270,793 | 367,169 | 43,464 | 367,169 | ||||||||||||
Total current asset | 1,031,376 | 1,793,175 | 256,799 | 1,793,175 | ||||||||||||
Investment held in Trust Account | 239,572,457 | 237,038,010 | 61,539,627 | 237,038,010 | ||||||||||||
Total assets | $ | 240,603,833 | $ | 238,831,185 | $ | 61,796,426 | $ | 238,831,185 | ||||||||
Liabilities and Stockholders’ Deficit | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable and accrued expenses | $ | 1,140,048 | $ | 1,001,990 | $ | 3,733,633 | $ | 1,001,990 | ||||||||
Due to Sponsor | 150,000 | 120,000 | 210,000 | 120,000 | ||||||||||||
Franchise taxes payable | 50,000 | 63,283 | 29,980 | 63,283 | ||||||||||||
Income taxes payable | 740,756 | 645,442 | 5,707 | 645,442 | ||||||||||||
Excise tax payable | 1,798,606 | — | ||||||||||||||
Promissory note - related party | 1,025,000 | — | ||||||||||||||
Total current liabilities | 2,080,804 | 1,830,715 | 6,802,926 | 1,830,715 | ||||||||||||
Warrant liability | 1,135,000 | 1,135,000 | 1,816,000 | 1,135,000 | ||||||||||||
Marketing agreement | 150,000 | 150,000 | 150,000 | 150,000 | ||||||||||||
Deferred underwriting commissions | 8,650,000 | 8,650,000 | — | 8,650,000 | ||||||||||||
Total liabilities | 12,015,804 | 11,765,715 | 8,768,926 | 11,765,715 | ||||||||||||
Commitments and Contingencies (Note 6) | ||||||||||||||||
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value of $10.39 and 10.31 per share as of March 31, 2023 and December 31, 2022, respectively | 238,982,284 | 237,020,680 | ||||||||||||||
Class A common stock subject to possible redemption, 5,702,791 and 23,000,000 shares at redemption value of $10.79 and 10.31 per share as of September 30, 2023 and December 31, 2022, respectively | 61,539,627 | 237,020,680 | ||||||||||||||
Stockholders’ Deficit: | ||||||||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | - | — | — | ||||||||||||
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding, (excluding 23,000,000 shares subject to possible redemption) | - | - | ||||||||||||||
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding, (excluding 5,702,791 and 23,000,000 shares subject to possible redemption) | — | — | ||||||||||||||
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding | 575 | 575 | 575 | 575 | ||||||||||||
Additional paid-in capital | - | - | — | — | ||||||||||||
Accumulated deficit | (10,394,830 | ) | (9,955,785 | ) | (8,512,702 | ) | (9,955,785 | ) | ||||||||
Total stockholders’ deficit | (10,394,255 | ) | (9,955,210 | ) | (8,512,127 | ) | (9,955,210 | ) | ||||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ | 240,603,833 | $ | 238,831,185 | $ | 61,796,426 | $ | 238,831,185 |
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Operating costs | $ | 2,485,780 | $ | 306,223 | $ | 4,027,550 | $ | 1,063,554 | ||||||||
Marketing service fee | — | — | — | 150,000 | ||||||||||||
Loss from operations | (2,485,780 | ) | (306,223 | ) | (4,027,550 | ) | (1,213,554 | ) | ||||||||
Other Income (Expense) | ||||||||||||||||
Change in fair value of warrant liabilities | (227,000 | ) | 1,362,000 | (681,000 | ) | 9,761,000 | ||||||||||
Recovery of offering costs allocated to warrants | 309,534 | — | 309,534 | — | ||||||||||||
Operating account interest income | 2,434 | 2,481 | 13,363 | 2,906 | ||||||||||||
Income from Trust Account | 784,704 | 1,059,933 | 4,604,705 | 1,412,159 | ||||||||||||
Total other income, net | 869,672 | 2,424,414 | 4,246,602 | 11,176,065 | ||||||||||||
(Loss) Income before provision for income taxes | (1,616,108 | ) | 2,118,191 | 219,052 | 9,962,511 | |||||||||||
Provision for income taxes | (154,799 | ) | (212,593 | ) | (938,294 | ) | (230,387 | ) | ||||||||
Net (loss) income | $ | (1,770,907 | ) | $ | 1,905,598 | $ | (719,242 | ) | $ | 9,732,124 | ||||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 5,702,791 | 23,000,000 | 12,925,801 | 23,000,000 | ||||||||||||
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption | $ | (0.15 | ) | $ | 0.07 | $ | (0.04 | ) | $ | 0.34 | ||||||
Basic and diluted weighted average shares outstanding, Class B common stock | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||||||||||
Basic and diluted net (loss) income per share, Class B common stock | $ | (0.15 | ) | $ | 0.07 | $ | (0.04 | ) | $ | 0.34 |
For the Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
Operating costs | $ | 494,328 | $ | 403,285 | ||||
Loss from operations | (494,328 | ) | (403,285 | ) | ||||
Other Income | ||||||||
Change in fair value of warrant liabilities | - | 5,448,000 | ||||||
Operating account interest income | 5,283 | - | ||||||
Income from trust account | 2,534,447 | 19,146 | ||||||
Total other income | 2,539,730 | 5,467,146 | ||||||
Income before provision for income taxes | 2,045,402 | 5,063,861 | ||||||
Provision for income taxes | (522,843 | ) | - | |||||
Net income | $ | 1,522,559 | $ | 5,063,861 | ||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 23,000,000 | 23,000,000 | ||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption | $ | 0.05 | $ | 0.18 | ||||
Basic and diluted weighted average shares outstanding, Class B common stock | 5,750,000 | 5,750,000 | ||||||
Basic and diluted net income per share, Class B common stock | $ | 0.05 | $ | 0.18 |
Class B Common Stock | Class B Common Stock | Additional | ||||||||||||||||||||||||||||||||||||||
Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Stockholders’ Deficit | Shares | Amount | Paid-in Capital | Accumulated Deficit | Stockholders’ Deficit | |||||||||||||||||||||||||||||||
Balance as of January 1, 2023 | 5,750,000 | $ | 575 | $ | - | $ | (9,955,785 | ) | $ | (9,955,210 | ) | 5,750,000 | $ | 575 | $ | — | $ | (9,955,785 | ) | $ | (9,955,210 | ) | ||||||||||||||||||
Net income | - | - | - | 1,522,559 | 1,522,559 | — | — | — | 1,522,559 | 1,522,559 | ||||||||||||||||||||||||||||||
Accretion for Class A common stock to redemption amount | - | - | - | (1,961,604 | ) | (1,961,604 | ) | |||||||||||||||||||||||||||||||||
Balance as of March 31, 2023 | 5,750,000 | $ | 575 | $ | - | $ | (10,394,830 | ) | $ | (10,394,255 | ) | |||||||||||||||||||||||||||||
Remeasurement for Class A common stock to redemption amount | — | — | — | (1,961,604 | ) | (1,961,604 | ) | |||||||||||||||||||||||||||||||||
Balance as of March 31, 2023 | 5,750,000 | 575 | — | (10,394,830 | ) | (10,394,255 | ) | |||||||||||||||||||||||||||||||||
Excise tax payable in connection with redemptions | — | — | — | (1,798,606 | ) | (1,798,606 | ) | |||||||||||||||||||||||||||||||||
Net loss | — | — | — | (470,894 | ) | (470,894 | ) | |||||||||||||||||||||||||||||||||
Extension funding of Trust Account | — | — | — | (487,500 | ) | (487,500 | ) | |||||||||||||||||||||||||||||||||
Remeasurement adjustment of carrying value of Class A common stock to redemption amount | — | — | — | (811,227 | ) | (811,227 | ) | |||||||||||||||||||||||||||||||||
Balance as of June 30, 2023 | 5,750,000 | 575 | — | (13,963,057 | ) | (13,962,482 | ) | |||||||||||||||||||||||||||||||||
Net loss | — | — | — | (1,770,907 | ) | (1,770,907 | ) | |||||||||||||||||||||||||||||||||
Waiver of Deferred Underwriters’ Fee | — | — | — | 8,340,466 | 8,340,466 | |||||||||||||||||||||||||||||||||||
Extension funding of Trust Account | — | — | — | (487,500 | ) | (487,500 | ) | |||||||||||||||||||||||||||||||||
Remeasurement adjustment of carrying value of Class A common stock to redemption amount | — | — | — | (631,704 | ) | (631,704 | ) | |||||||||||||||||||||||||||||||||
Balance as of September 30, 2023 | 5,750,000 | $ | 575 | $ | — | $ | (8,512,702 | ) | $ | (8,512,127 | ) |
Class B Common Stock | Class B Common Stock | Additional | ||||||||||||||||||||||||||||||||||||||
Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Stockholders’ Deficit | Shares | Amount | Paid-in Capital | Accumulated Deficit | Stockholders’ Deficit | |||||||||||||||||||||||||||||||
Balance as of January 1, 2022 | 5,750,000 | $ | 575 | $ | - | $ | (19,065,219 | ) | $ | (19,064,644 | ) | 5,750,000 | $ | 575 | $ | — | $ | (19,065,219 | ) | $ | (19,064,644 | ) | ||||||||||||||||||
Net income | - | - | - | 5,063,861 | 5,063,861 | — | — | — | 5,063,861 | 5,063,861 | ||||||||||||||||||||||||||||||
Balance as of March 31, 2022 | 5,750,000 | $ | 575 | $ | - | $ | (14,001,358 | ) | $ | (14,000,783 | ) | |||||||||||||||||||||||||||||
Balance as of March 31, 2022 | 5,750,000 | 575 | — | (14,001,358 | ) | (14,000,783 | ) | |||||||||||||||||||||||||||||||||
Remeasurement adjustment of carrying value of Class A common stock to redemption amount | — | — | — | (63,360 | ) | (63,360 | ) | |||||||||||||||||||||||||||||||||
Net income | — | — | — | 2,762,665 | 2,762,665 | |||||||||||||||||||||||||||||||||||
Balance as of June 30, 2022 | 5,750,000 | 575 | — | (11,302,053 | ) | (11,301,478 | ) | |||||||||||||||||||||||||||||||||
Remeasurement adjustment of carrying value of Class A common stock to redemption amount | — | — | — | (971,387 | ) | (971,387 | ) | |||||||||||||||||||||||||||||||||
Net income | — | — | — | 1,905,598 | 1,905,598 | |||||||||||||||||||||||||||||||||||
Balance as of September 30, 2022 | 5,750,000 | $ | 575 | $ | — | $ | (10,367,842 | ) | $ | (10,367,267 | ) |
For the Three Months Ended March 31, | For the Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Cash flows from operating activities: | ||||||||||||||||
Net income | $ | 1,522,559 | $ | 5,063,861 | ||||||||||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||||||||||
Net (loss) income | $ | (719,242 | ) | $ | 9,732,124 | |||||||||||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||||||||||
Change in fair value of warrant liability | - | (5,448,000 | ) | 681,000 | (9,761,000 | ) | ||||||||||
Recovery of offering costs allocated to warrants | (309,534 | ) | — | |||||||||||||
Income from investments held in Trust Account | (2,534,447 | ) | (19,146 | ) | (4,604,705 | ) | (1,412,159 | ) | ||||||||
Changes in assets and liabilities: | ||||||||||||||||
Prepaid expenses | 96,376 | 80,140 | 323,705 | 317,559 | ||||||||||||
Accounts payable and accrued expenses | 138,058 | 73,786 | 2,731,643 | 148,370 | ||||||||||||
Franchise tax payable | (13,283 | ) | (121,096 | ) | (33,303 | ) | 230,387 | |||||||||
Income received from Trust Account | - | 5,428 | ||||||||||||||
Marketing service fee | — | 150,000 | ||||||||||||||
Due to related party | 30,000 | - | 90,000 | — | ||||||||||||
Income taxes payable | 95,314 | - | (639,735 | ) | (162,410 | ) | ||||||||||
Net cash used in operating activities | (665,423 | ) | (365,027 | ) | (2,480,171 | ) | (757,129 | ) | ||||||||
Cash flows from investing activities: | ||||||||||||||||
Trust extension funding | (975,000 | ) | — | |||||||||||||
Cash withdrawn from Trust Account in connection with redemption | 179,860,588 | — | ||||||||||||||
Cash withdrawn from Trust Account to pay taxes obligation | 1,217,500 | 312,592 | ||||||||||||||
Net cash provided by investing activities | 180,103,088 | 312,592 | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||||
Redemption of common stock | (179,860,588 | ) | — | |||||||||||||
Proceeds from issuance of promissory note to related party | 1,025,000 | — | ||||||||||||||
Net cash used in financing activities | (178,835,588 | ) | — | |||||||||||||
Net change in cash | (665,423 | ) | (365,027 | ) | (1,212,671 | ) | (444,537 | ) | ||||||||
Cash, beginning of the period | 1,426,006 | 1,393,939 | 1,426,006 | 1,393,939 | ||||||||||||
Cash, end of the period | $ | 760,583 | $ | 1,028,912 | $ | 213,335 | $ | 949,402 | ||||||||
Supplemental disclosure of cash flow information: | ||||||||||||||||
Accretion for Class A common stock to redemption amount | $ | 1,961,604 | $ | - | ||||||||||||
Payment of federal income taxes | $ | 427,529 | - | |||||||||||||
Remeasurement adjustment of carrying value of Class A common stock to redemption amount | $ | 4,379,535 | $ | 1,034,747 | ||||||||||||
Excise tax payable in connection with redemption | $ | 1,798,606 | $ | — | ||||||||||||
Impact of the waiver of deferred commission by the underwriters | $ | 8,340,466 | $ | — |
(a) | prior to the Effective Time, FIAC will continue (the “FIAC Continuance”) from the State of Delaware under the Delaware General Corporation Law (“DGCL”) to the Province of Alberta under the Business Corporations Act (Alberta) (“ABCA”) and change its name to DevvStream Corp. (“New PubCo”). |
(b) | following the FIAC Continuance, and in accordance with the applicable provisions of the Plan of Arrangement and the Business Corporations Act (British Columbia) (the “BCBCA”), Amalco Sub and DevvStream will amalgamate to form one corporate entity (“Amalco”) in accordance with the terms of the BCBCA (the “Amalgamation”), and as a result of the Amalgamation, (i) each Company Share issued and outstanding immediately prior to the Effective Time will be automatically exchanged for that certain number of New PubCo Common Shares equal to the applicable Per Common Share Amalgamation Consideration, (ii) each Company Option and Company RSU issued and outstanding immediately prior to the Effective Time will be cancelled and converted into Converted Options and Converted RSUs, respectively, in an amount equal to the Company Shares underlying such Company Option or Company RSU, respectively, multiplied by the Common Conversion Ratio (and, for Company Options, at an adjusted exercise price equal to the exercise price for such Company Option prior to the Effective Time divided by the Common Conversion Ratio), (iii) each Company Warrant issued and outstanding immediately prior to the Effective Time shall become exercisable for New PubCo Common Shares in an amount equal to the Company Shares underlying such Company Warrant multiplied by the Common Conversion Ratio (and at an adjusted exercise price equal to the exercise price for such Company Warrant prior to the Effective Time divided by the Common Conversion Ratio), (iv) each holder of Company Convertible Notes, if any, issued and outstanding immediately prior to the Effective Time will first receive Company Shares and then New PubCo Common Shares in accordance with the terms of such Company Convertible Notes and (v) each common share of Amalco Sub issued and outstanding immediately prior to the Effective Time will be automatically exchanged for one common share of Amalco (the FIAC Continuance and the Amalgamation, together with the other transactions related thereto, the “Proposed Transactions”). |
(c) | Simultaneously with the execution of the Business Combination Agreement, FIAC and Focus Impact Sponsor, LLC, a Delaware limited liability company (“FIAC Sponsor”) entered into a Sponsor Side Letter, pursuant to which, among other things, FIAC Sponsor agreed to forfeit (i) 10% of its SPAC Class B Shares effective as of the consummation of the Continuance at the closing of the Proposed Transactions and (ii) with FIAC Sponsor’s consent, up to 30% of its SPAC Class B Shares and/or warrants in connection with financing or non-redemption arrangements, if any, entered into prior to consummation of the Business Combination Pursuant to the Sponsor Side Letter, FIAC Sponsor also agreed to (1) certain transfer restrictions with respect to SPAC securities, lock-up restrictions (terminating upon the earlier of: (A) 360 days after the Closing Date, (B) a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New PubCo’s stockholders having the right to exchange their equity for cash, securities or other property or (C) subsequent to the Closing Date, the closing price of the New Pubco Common Shares equaling or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing) and (2) to vote any FIAC shares held by it in favor of the Business Combination Agreement, the Arrangement Resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing. |
(d) | In addition, contemporaneously with the execution of the Business Combination Agreement, DevvStream, FIAC and each of Devvio, Inc., the majority and controlling shareholder of DevvStream, and DevvStream’s directors and officers (the “Core Company Securityholders”) entered into Company Support & Lock-Up Agreements (the “Company Support Agreements”), pursuant to which, among other things, (i) each of the Core Company Securityholders agreed to vote any Company Shares held by him, her or it in favor of the Business Combination Agreement, the Arrangement Resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing, and (ii) each of the Core Company Securityholders has agreed to certain transfer restrictions with respect to DevvStream securities prior to the Effective Time and lock-up restrictions with respect to the New PubCo Common Shares to be received by such Core Company Securityholder under the Business Combination Agreement, which lock-up restrictions are consistent with those agreed to by FIAC Sponsor in the Sponsor Side Letter. |
For the Three Months Ended March 31, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic diluted net income per share | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income | $ | 1,218,047 | $ | 304,512 | $ | 4,051,089 | $ | 1,012,772 | ||||||||
Denominator: | ||||||||||||||||
Weighted average shares outstanding | 23,000,000 | 5,750,000 | 23,000,000 | 5,750,000 | ||||||||||||
Basic and diluted net income per share | $ | 0.05 | $ | 0.05 | $ | 0.18 | $ | 0.18 |
For the Three Months Ended September 30, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic diluted net (loss) income per share | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net (loss) income | $ | (881,804 | ) | $ | (889,103 | ) | $ | 1,524,478 | $ | 381,120 | ||||||
Denominator: | ||||||||||||||||
Weighted average shares outstanding | 5,702,791 | 5,750,000 | 23,000,000 | 5,750,000 | ||||||||||||
Basic and diluted net (loss) income per share | $ | (0.15 | ) | $ | (0.15 | ) | $ | 0.07 | $ | 0.07 |
For the Nine Months Ended September 30, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic diluted net (loss) income per share | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net (loss) income | $ | (497,798 | ) | $ | (221,444 | ) | $ | 7,785,699 | $ | 1,946,425 | ||||||
Denominator: | ||||||||||||||||
Weighted average shares outstanding | 12,925,801 | 5,750,000 | 23,000,000 | 5,750,000 | ||||||||||||
Basic and diluted net (loss) income per share | $ | (0.04 | ) | $ | (0.04 | ) | $ | 0.34 | $ | 0.34 |
March 31, 2023 | December 31, 2022 | |||||||
As of beginning of the period | $ | 237,020,680 | $ | 234,600,000 | ||||
Plus: | ||||||||
Remeasurement adjustment of carrying value to redemption value | 1,961,604 | 2,420,680 | ||||||
Class A common stock subject to possible redemption | $ | 238,982,284 | $ | 237,020,680 |
September 30, 2023 | December 31, 2022 | |||||||
As of beginning of the period | $ | 237,020,680 | $ | 234,600,000 | ||||
Less: | ||||||||
Redemptions | (179,860,588 | ) | — | |||||
Plus: | ||||||||
Extension funding of Trust Account | 975,000 | — | ||||||
Remeasurement adjustment of carrying value to redemption value | 3,404,535 | 2,420,680 | ||||||
Class A common stock subject to possible redemption | $ | 61,539,627 | $ | 237,020,680 |
• | if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. |
• | if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
March 31, 2023 | September 30, 2023 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets | ||||||||||||||||||||||||
Investments held in Trust Account | $ | 239,572,457 | $ | - | $ | - | $ | 61,539,627 | $ | — | $ | — | ||||||||||||
Liabilities | ||||||||||||||||||||||||
Public Warrants | $ | 575,000 | $ | - | $ | - | $ | 920,000 | $ | — | $ | — | ||||||||||||
Private Warrants | $ | - | $ | - | $ | 560,000 | $ | — | $ | — | $ | 896,000 | ||||||||||||
Working Capital Loan conversion option | $ | — | $ | — | $ | — |
December 31, 2022 | December 31, 2022 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets | ||||||||||||||||||||||||
Investments held in Trust Account | $ | 237,038,010 | $ | - | $ | - | $ | 237,038,010 | $ | — | $ | — | ||||||||||||
Liabilities | ||||||||||||||||||||||||
Public Warrants | $ | 575,000 | $ | - | $ | - | $ | 575,000 | $ | — | $ | — | ||||||||||||
Private Warrants | $ | - | $ | - | $ | 560,000 | $ | — | $ | — | $ | 560,000 |
Input | March 31, 2023 | December 31, 2022 | September 30, 2023 | December 31, 2022 | ||||||||||||
Risk-free interest rate | 3.55 | % | 3.95 | % | 4.55 | % | 3.95 | % | ||||||||
Expected term to initial Business Combination (years) | 0.59 | 0.25 | 0.25 | 0.25 | ||||||||||||
Expected volatility | de minimis | de minimis | de minimis | de minimis | ||||||||||||
Common stock price | $ | 10.40 | $ | 10.18 | $ | 10.79 | $ | 10.18 | ||||||||
Dividend yield | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % |
Fair Value at December 31, 2022 – private warrants | $ | 560,000 | $ | 560,000 | ||||
Change in fair value | - | — | ||||||
Fair Value at March 31, 2023 – private warrants | $ | 560,000 | $ | 560,000 | ||||
Change in fair value | 224,000 | |||||||
Fair Value at June 30, 2023 – private warrants | $ | 784,000 | ||||||
Change in fair value | 112,000 | |||||||
Fair Value at September 30, 2023 – private warrants | $ | 896,000 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
(e) | prior to the Effective Time, FIAC will continue (the “FIAC Continuance”) from the State of Delaware under the Delaware General Corporation Law (“DGCL”) to the Province of Alberta under the Business Corporations Act (Alberta) (“ABCA”) and change its name to DevvStream Corp. (“New PubCo”). |
(f) | following the FIAC Continuance, and in accordance with the applicable provisions of the Plan of Arrangement and the Business Corporations Act (British Columbia) (the “BCBCA”), Amalco Sub and DevvStream will amalgamate to form one corporate entity (“Amalco”) in accordance with the terms of the BCBCA (the “Amalgamation”), and as a result of the Amalgamation, (i) each Company Share issued and outstanding immediately prior to the Effective Time will be automatically exchanged for that certain number of New PubCo Common Shares equal to the applicable Per Common Share Amalgamation Consideration, (ii) each Company Option and Company RSU issued and outstanding immediately prior to the Effective Time will be cancelled and converted into Converted Options and Converted RSUs, respectively, in an amount equal to the Company Shares underlying such Company Option or Company RSU, respectively, multiplied by the Common Conversion Ratio (and, for Company Options, at an adjusted exercise price equal to the exercise price for such Company Option prior to the Effective Time divided by the Common Conversion Ratio), (iii) each Company Warrant issued and outstanding immediately prior to the Effective Time shall become exercisable for New PubCo Common Shares in an amount equal to the Company Shares underlying such Company Warrant multiplied by the Common Conversion Ratio (and at an adjusted exercise price equal to the exercise price for such Company Warrant prior to the Effective Time divided by the Common Conversion Ratio), (iv) each holder of Company Convertible Notes, if any, issued and outstanding immediately prior to the Effective Time will first receive Company Shares and then New PubCo Common Shares in accordance with the terms of such Company Convertible Notes and (v) each common share of Amalco Sub issued and outstanding immediately prior to the Effective Time will be automatically exchanged for one common share of Amalco (the FIAC Continuance and the Amalgamation, together with the other transactions related thereto, the “Proposed Transactions”). |
(g) | Simultaneously with the execution of the Business Combination Agreement, FIAC and Focus Impact Sponsor, LLC, a Delaware limited liability company (“FIAC Sponsor”) entered into a Sponsor Side Letter, pursuant to which, among other things, FIAC Sponsor agreed to forfeit (i) 10% of its SPAC Class B Shares effective as of the consummation of the Continuance at the closing of the Proposed Transactions and (ii) with FIAC Sponsor's consent, up to 30% of its SPAC Class B Shares and/or warrants in connection with financing or non-redemption arrangements, if any, entered into prior to consummation of the Business Combination Pursuant to the Sponsor Side Letter, FIAC Sponsor also agreed to (1) certain transfer restrictions with respect to SPAC securities, lock-up restrictions (terminating upon the earlier of: (A) 360 days after the Closing Date, (B) a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New PubCo’s stockholders having the right to exchange their equity for cash, securities or other property or (C) subsequent to the Closing Date, the closing price of the New Pubco Common Shares equaling or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing) and (2) to vote any FIAC shares held by it in favor of the Business Combination Agreement, the Arrangement Resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing. |
(h) | In addition, contemporaneously with the execution of the Business Combination Agreement, DevvStream, FIAC and each of Devvio, Inc., the majority and controlling shareholder of DevvStream, and DevvStream’s directors and officers (the “Core Company Securityholders”) entered into Company Support & Lock-Up Agreements (the “Company Support Agreements”), pursuant to which, among other things, (i) each of the Core Company Securityholders agreed to vote any Company Shares held by him, her or it in favor of the Business Combination Agreement, the Arrangement Resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing, and (ii) each of the Core Company Securityholders has agreed to certain transfer restrictions with respect to DevvStream securities prior to the Effective Time and lock-up restrictions with respect to the New PubCo Common Shares to be received by such Core Company Securityholder under the Business Combination Agreement, which lock-up restrictions are consistent with those agreed to by FIAC Sponsor in the Sponsor Side Letter. |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Item 4. | Controls and Procedures. |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Mine Safety Disclosures. |
Item 5. | Other Information. |
Item 6. | Exhibits |
Exhibit Number | Description of Exhibit | |
2.1† | Business Combination Agreement (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the SEC on September 13, 2023) | |
10.1 | Sponsor Side Letter (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on September 13, 2023) | |
10.2 | Form of Company Support & Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on September 13, 2023) | |
10.3 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the SEC on September 13, 2023) | |
| ||
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
† | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
FOCUS IMPACT ACQUISITION CORP. | ||
/s/ Carl Stanton | ||
Name: | Carl Stanton | |
Title: | Chief Executive Officer | |
(Principal Executive Officer) | ||
/s/ Ernest Lyles | ||
Name: | Ernest Lyles | |
Title: | Chief Financial Officer | |
(Principal Financial and Accounting Officer) |