UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Focus Impact Acquisition Corp.

(Exact name of registrant as specified in its charter)

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)

Registrant’s telephone number, including area code: (212) 213-0243

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	FIACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 19, 2024, 6,717,578 shares of Class A common stock, par value $0.0001 per share, and 750,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.

FOCUS IMPACT ACQUISITION CORP.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	1

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	2

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)	4

	Notes to Condensed Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33

Item 4.	Control and Procedures	33

PART II – OTHER INFORMATION		34

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

SIGNATURES		36

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

FOCUS IMPACT ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2024 (Unaudited)			2023
Assets:
Current assets:
Cash	$	7,075		$	224,394
Restricted cash		25,843			75,773
Income tax receivable		212,491			13,937
Prepaid expenses		32,823			4,091
Total current asset		278,232			318,195

Cash held in Trust Account		19,069,365			62,418,210
Total assets	$	19,347,597		$	62,736,405

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	6,217,326		$	4,408,080
Due to Sponsor		300,000			240,000
Franchise taxes payable		19,896			40,030
Excise tax payable		2,235,006			2,235,006
Redemption payable		—			43,640,022
Promissory note - related party		2,675,000			1,875,000
Total current liabilities		11,447,228			52,438,138

Warrant liability		908,000			454,000
Marketing agreement		150,000			150,000
Total liabilities		12,505,228			53,042,138

Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 1,717,578 shares at redemption value of $11.23 and 10.98 per share as of June 30, 2024 and December 31, 2023, respectively		19,288,054			18,853,961

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; 5,000,000 issued and outstanding, (excluding 1,717,578 shares subject to possible redemption), as of June 30, 2024 and December 31, 2023, respectively		500			500
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 750,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		75			75
Additional paid-in capital		—			—
Accumulated deficit		(12,446,260	)		(9,160,269	)
Total stockholders’ deficit		(12,445,685	)		(9,159,694	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	19,347,597		$	62,736,405

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

FOCUS IMPACT ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
Operating costs	$	1,005,666		$	1,047,442		$	2,692,893		$	1,541,770
Loss from operations		(1,005,666	)		(1,047,442	)		(2,692,893	)		(1,541,770	)

Other Income
Change in fair value of warrant liabilities		227,000			(454,000	)		(454,000	)		(454,000	)
Operating account interest income		114			5,646			1,363			10,929
Income from Trust Account		216,172			1,285,554			470,162			3,820,001
Total other income, net		443,286			837,200			17,525			3,376,930

(Loss) income before provision for income taxes		(562,380	)		(210,242	)		(2,675,368	)		1,835,160
Provision for income taxes		(55,249	)		(260,652	)		(176,530	)		(783,495	)
Net (loss) income	$	(617,629	)	$	(470,894	)	$	(2,851,898	)	$	1,051,665

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		1,717,578			10,264,692			1,717,578			16,597,166
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.08	)	$	(0.03	)	$	(0.38	)	$	0.05
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock		5,750,000			5,750,000			5,750,000			5,750,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.08	)	$	(0.03	)	$	(0.38	)	$	0.05

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

FOCUS IMPACT ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

	Class A Common Stock				Class B Common Stock
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Stockholders’ Deficit
Balance as of January 1, 2024		5,000,000	$	500		750,000	$	75	$	—	$	(9,160,269	)	$	(9,159,694	)
Net loss		—		—		—		—		—		(2,234,269	)		(2,234,269	)
Remeasurement of Class A common stock subject to possible redemption to redemption amount		—		—		—		—		—		(220,115	)		(220,115	)
Balance as of March 31, 2024		5,000,000	$	500		750,000	$	75	$	—	$	(11,614,653	)	$	(11,614,078	)
Net loss		—		—		—		—		—		(617,629	)		(617,629	)
Remeasurement of Class A common stock subject to possible redemption to redemption amount		—		—		—		—		—		(213,978	)		(213,978	)
Balance as of June 30, 2024		5,000,000	$	500		750,000	$	75	$	—	$	(12,446,260	)	$	(12,445,685	)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

	Class B Common Stock
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Stockholders’ Deficit
Balance as of January 1, 2023		5,750,000	$	575	$	—	$	(9,955,785	)	$	(9,955,210	)
Net income		—		—		—		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	)
Excise tax payable in connection with redemptions		—		—		—		(

SEC Form 10-Q filed by Focus Impact Acquisition Corp.