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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices, including zip code)
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(
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name, former address and former fiscal year, if changed since last report)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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☐ Large accelerated filer
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☐Accelerated filer
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☒
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Page
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||
1
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||
Item 1.
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1
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|
1
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||
2
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||
3
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||
4
|
||
5
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||
Item 2.
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16
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Item 3.
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20
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Item 4.
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20
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21
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||
Item 1.
|
21
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Item 1A.
|
21
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Item 2.
|
21
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Item 3.
|
21
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Item 4.
|
21
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Item 5.
|
21
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Item 6.
|
22
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|
23
|
September 30,
2021
|
||||
Assets:
|
||||
Deferred offering costs
|
$
|
|
||
Total assets
|
$
|
|
||
Liabilities and Stockholder’s Equity
|
||||
Accrued offering costs and expenses
|
$
|
|
||
Promissory note - related party
|
|
|||
Total current liabilities
|
|
|||
Commitments and Contingencies (Note 6)
|
||||
Stockholder’s Equity:
|
||||
Preferred stock, $
|
|
|||
Class A common stock, $
|
|
|||
Class B common stock, $
|
|
|||
Additional paid-in capital
|
|
|||
Accumulated deficit
|
(
|
)
|
||
Total stockholder’s equity
|
|
|||
Total Liabilities and Stockholder’s Equity
|
$
|
|
(1)
|
|
(2)
|
|
For the three
months ended
September 30,
2021
|
For the period
from February
23,
2021
(inception)
through
September 30,
2021
|
|||||||
Formation and operating cost
|
$
|
|
$
|
|
||||
Loss from Operations
|
|
(
|
)
|
|||||
Net loss
|
$
|
|
$
|
(
|
)
|
|||
Basic and diluted weighted average shares outstanding(1)(2)
|
|
|
||||||
Basic and diluted net loss per common share
|
$
|
|
$
|
(
|
) |
(1)
|
|
(2)
|
|
Class B
|
Additional
|
Total
|
||||||||||||||||||
Common stock
|
Paid-in
|
Accumulated
|
Stockholder’s
|
|||||||||||||||||
Shares(1)(2)
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
Balance as of February 23, 2021 (inception)
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Issuance of Class B common stock to Sponsor
|
|
|
|
|
|
|||||||||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance as of March 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
Net loss
|
—
|
|
|
|
|
|||||||||||||||
Balance as of June 30, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
Net loss
|
—
|
|
|
|
|
|||||||||||||||
Balance as of September 30, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
(1)
|
|
(2)
|
|
Cash flows from operating activities:
|
||||
Net loss
|
$
|
(
|
)
|
|
Changes in current assets and liabilities:
|
||||
Accrued offering costs and expenses
|
|
|||
Net cash used in operating activities
|
|
|||
Net change in cash
|
|
|||
Cash, beginning of the period
|
|
|||
Cash, end of the period
|
$
|
|
||
Supplemental disclosure of cash information:
|
||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock
|
$
|
|
||
Deferred offering costs paid by Sponsor under the promissory note
|
$
|
|
||
Deferred offering costs included in accrued offerings costs and expenses
|
$
|
|
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon a minimum of
|
• |
if, and only if, the closing price of the Class A common stock equals or exceeds $
|
• |
in whole and not in part;
|
• |
at $
|
• |
if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $
|
• |
if the closing price of the Class A common stock for any
|
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
|
No.
|
|
Description of Exhibit
|
|
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 |
XBRL Instance Document
|
|
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH |
XBRL Taxonomy Extension Schema Document
|
|
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB |
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
FOCUS IMPACT ACQUISITION CORP.
|
|
|
|
|
Date: December 14, 2021
|
|
/s/ Carl Stanton
|
|
Name:
|
Carl Stanton
|
|
Title:
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: December 14, 2021
|
|
/s/ Ernest Lyles
|
|
Name:
|
Ernest Lyles
|
|
Title:
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|