15/10/2024 | Press release | Distributed by Public on 15/10/2024 20:48
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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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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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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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(i)
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an extension amendment proposal to further 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 November 1, 2024 (the "Amended Termination Date") to May 1, 2025 (the "Charter Extension Date") or a total of 6 months after the Amended Termination Date, unless the closing of a business combination shall have occurred prior thereto (the "Extension Amendment Proposal"); and
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(ii)
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an adjournment proposal to adjourn the Stockholder Meeting to a later date or dates, if necessary, (a) 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) at the time of the Stockholder Meeting to approve the Extension Amendment Proposal or (b) where the Board has determined it is otherwise necessary (the "Adjournment Proposal") (unless FIAC determines that it is not necessary to hold the Stockholder Meeting).
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BY ORDER OF THE BOARD OF DIRECTORS
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Carl Stanton
Chief Executive Officer of Focus Impact Acquisition Corp.
October [.], 2024
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Page
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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1
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RISK FACTORS
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2
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QUESTIONS AND ANSWERS ABOUT THE STOCKHOLDER MEETING
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7
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SPECIAL MEETING OF FIAC STOCKHOLDERS
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19
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PROPOSAL NO. 1 - THE EXTENSION AMENDMENT PROPOSAL
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25
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PROPOSAL NO. 2 - THE ADJOURNMENT PROPOSAL
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30
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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR STOCKHOLDERS EXERCISING REDEMPTION RIGHTS
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BUSINESS OF FIAC AND CERTAIN INFORMATION ABOUT FIAC
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37
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BENEFICIAL OWNERSHIP OF SECURITIES
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FUTURE STOCKHOLDER PROPOSALS
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HOUSEHOLDING INFORMATION
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WHERE YOU CAN FIND MORE INFORMATION
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ANNEX A
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A-1
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FIAC's ability to complete the Business Combination (as defined below);
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the anticipated benefits of the Business Combination;
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the amount of redemptions by our holders of Public Stock;
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the Trust Account being subject to claims of third parties;
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our ability to remain listed on Nasdaq;
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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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restrictions on the nature of our investments; and
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restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A Common Stock are a "penny stock" which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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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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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; and
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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.
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When and where will the Stockholder Meeting be held?
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The Stockholder Meeting will be held on October 31, 2024, at 3:30 p.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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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 October 14, 2024 (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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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 [email protected].
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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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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.
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Why is FIAC proposing the Extension Amendment Proposal?
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FIAC's Certificate of Incorporation provides for the return of the Initial Public Offering proceeds held in trust to the holders of Public Stock sold in the Initial Public Offering if there is no qualifying Business Combination consummated on or before the Termination Date. The purpose of the Stockholder Meeting and the Extension Amendment Proposal and the Adjournment Proposal are to give FIAC additional time to complete the Business Combination, which was already approved by FIAC's stockholders.
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Why is FIAC proposing the Adjournment Proposal?
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If the Extension Amendment Proposal is not approved by FIAC's stockholders or if the Board has determined that it is otherwise necessary, 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 votes at the time of the Stockholder Meeting to approve the Extension Amendment Proposal.
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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 77% 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, no 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
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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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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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Who is FIAC's Sponsor?
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FIAC's sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company. The Sponsor currently owns 5,750,000 shares of 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); any non-U.S. investors in the Sponsor are strictly passive with no "control" or "covered investment" rights (as defined in 31 CFR §§ 800.208, 211). 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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Why should I vote "FOR" the Extension Amendment Proposal?
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FIAC believes stockholders will benefit from FIAC consummating the 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 the Business Combination on or before the Original Termination Date. If that were to occur, FIAC would be forced to liquidate.
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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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How are the funds in the Trust Account currently being held?
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With respect to the regulation of SPACs like FIAC, on March 30, 2022, the SEC issued the SPAC Proposed Rules relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC's duration, asset composition, business purpose and activities.
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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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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 approved, what happens next?
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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 the Business Combination until the applicable Termination Date.
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If I vote for or against the Extension Amendment Proposal, do I need to request that my shares be redeemed?
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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. If you already elected to redeem your shares of Public Stock in connection with the Business Combination and are waiting for your shares to be redeemed, your previously submitted redemption request will remain valid and no further action is required by you to redeem your shares of Public Stock. If you have not yet redeemed your shares of Public Stock in connection with the Business Combination and would like to redeem your shares of Public Stock in connection with the Stockholder Meeting to approve the Extension Amendment Proposal, you need to follow the redemption procedures described in this proxy statement. If the Business Combination does not close prior to the implementation of the Charter Extension, all stockholders that elected to redeem in connection with the Business Combination will be redeemed together with the stockholders that elect to redeem in connection with the Stockholder Meeting to approve the Extension Amendment Proposal. If the Business Combination closes prior to the implementation of the Charter Extension and you have not elected to redeem your shares of Public Stock, you will not be redeemed.
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What amount will holders receive upon consummation of a business combination or liquidation if the Extension Amendment Proposal is approved?
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If the Extension Amendment Proposal is approved and the Charter Extension becomes effective, the Company will not make any additional monthly deposits into the Trust Account for the benefit of holders of Public Stock. If the Company does not consummate a business combination prior to May 1, 2025, FIAC
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Am I being asked to vote on the Business Combination at this Stockholder Meeting?
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No. You are not being asked to vote on the Business Combination. The purpose of the Stockholder Meeting and the Extension Amendment Proposal and the Adjournment Proposal are to give FIAC additional time to complete the Business Combination, which was already approved by FIAC's stockholders.
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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 the Nasdaq Stock Market LLC. For more information, also see "Risk Factors - If the Extension Amendment Proposal is approved and the Charter Extension is implemented, the extension will not be in compliance with Nasdaq rules, and unless Nasdaq were to grant us an exemption, will likely lead Nasdaq to suspend trading in or delist our securities" and "Risk Factors - In the event the Extension Amendment Proposal is approved and we amend our Certificate of Incorporation to implement the Charter Extension, Nasdaq may delist our securities from trading on its exchange following shareholder redemptions in connection with such amendment because we may not continue to comply with Nasdaq's continued listing requirements, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions."
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May I change my vote after I have mailed my signed proxy card?
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Yes. Stockholders may send a later-dated, signed proxy card to Focus Impact Acquisition Corp., at 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105, so that it is received by FIAC prior to the vote at the Stockholder Meeting (which is scheduled to take place on October 31, 2024) 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.
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How are votes counted?
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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
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If my shares are held in "street name," will my broker, bank or nominee automatically vote my shares for me?
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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.
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Does the Board recommend voting "FOR" the approval of the Extension Amendment Proposal and the Adjournment Proposal?
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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.
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What interests do FIAC's directors and officers have in the approval of the Extension Amendment Proposal?
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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.
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Do I have appraisal rights if I object to the Extension Amendment Proposal?
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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.
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If I am a Public Warrant (as defined below) holder, can I exercise redemption rights with respect to my Public Warrants?
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No. The holders of public warrants issued in connection with the Initial Public Offering (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, subject to adjustment) (the "Public Warrants") have no redemption rights with respect to such Public Warrants.
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What do I need to do now?
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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.
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How do I exercise my redemption rights?
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If you are a holder of Public Stock, have not previously exercised your right to redeem in connection with the Business Combination and wish to exercise your right to redeem your shares of Public Stock in connection with the Stockholder Meeting to approve the Extension Amendment Proposal, you must:
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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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prior to 5:00 p.m., Eastern Time, on October 29, 2024 (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
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deliver your Public Stock to the Transfer Agent, physically or electronically through the Depository Trust Company ("DTC").
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What are the U.S. federal income tax consequences of exercising my redemption rights?
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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."
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What should I do if I receive more than one set of voting materials for the Stockholder Meeting?
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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.
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Who will solicit and pay the cost of soliciting proxies for the Stockholder Meeting?
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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.
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Who can help answer my questions?
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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:
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Number of Additional Shares of Public Stock Required
To Approve Proposal
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Proposal
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Approval Standard
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If Only Quorum is Present
and All Present Shares
Cast Votes
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If All Shares Are Present
and All Present Shares
Cast Votes
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Extension Amendment Proposal
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65% of Issued and Outstanding Shares of Common Stock
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N/A
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0
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Adjournment Proposal
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Majority of Voted Stock
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0
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0
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you may send another proxy card with a later date;
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you may notify FIAC's Chief Executive Officer in writing to Focus Impact Acquisition Corp.,
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1345 Avenue of the Americas, 33rd Floor, New York, NY 10105, before the Stockholder Meeting that you have revoked your proxy; or
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you may attend the virtual Stockholder Meeting, revoke your proxy, and vote electronically, as indicated above.
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(i)
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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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(ii)
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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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(iii)
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deliver your Public Stock to the Transfer Agent, physically or electronically through DTC.
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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 the Original Termination Date, 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 (of which 5,000,000 shares of Class B Common Stock were subsequently converted into shares Class A Common Stock without redemption rights at the election of the Sponsor) and the $11,200,000 purchase price for 11,200,000 Private Placement Warrants. Assuming a trading price of $9.20 per share of Class A Common Stock and $0.0299 per Public Warrant (based upon the respective closing prices of the Class A Common Stock and the Public Warrants on the Nasdaq Stock Market LLC on October 11, 2024), the 5,750,000 shares of Common Stock and
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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 the Original Termination Date;
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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 the Original Termination Date. As of the date of this proxy statement, there are loans extended, fees due or outstanding out-of-pocket expenses amounting in the aggregate of $[•] for which FIAC's officers and directors and the Sponsor are awaiting reimbursement; and
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•
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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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(i)
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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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(ii)
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submit a written request to the Transfer Agent, in which you (a) request that FIAC redeem all or a
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(iii)
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deliver your Public Stock to the Transfer Agent, physically or electronically through DTC.
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•
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financial institutions or financial services entities;
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•
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broker-dealers;
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•
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S corporations;
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•
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taxpayers that are subject to the mark-to-market accounting rules;
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•
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tax-exempt entities;
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•
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governments or agencies or instrumentalities thereof;
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•
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tax-qualified retirement plans;
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•
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insurance companies;
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•
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regulated investment companies or real estate investment trusts;
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•
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expatriates or former long-term residents or citizens of the United States;
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•
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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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•
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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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•
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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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•
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persons subject to the alternative minimum tax;
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•
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persons whose functional currency is not the U.S. dollar;
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•
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controlled foreign corporations;
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•
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corporations that accumulate earnings to avoid U.S. federal income tax;
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•
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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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•
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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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•
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foreign corporations with respect to which there are one or more United States stockholders within the meaning of Treasury Regulations Section 1.367(b)-3(b)(1)(ii);
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•
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passive foreign investment companies or their stockholders; or
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•
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Redeeming Non-U.S. Holders (as defined below, and except as otherwise discussed below).
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an individual citizen or resident of the United States;
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•
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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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•
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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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•
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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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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);
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•
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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
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•
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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.
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•
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fails to provide an accurate taxpayer identification number;
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•
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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
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•
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in certain circumstances, fails to comply with applicable certification requirements.
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each person known by FIAC to be the beneficial owner of more than 5% of FIAC's issued and outstanding shares of Common Stock;
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•
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each of FIAC's officers and directors; and
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•
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all FIAC's executive officers and directors as a group.
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Class A Common Stock
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Class B Common Stock
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||||||||||||||
Name of Beneficial Owner(1)
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Number of
Shares
Beneficially
Owned
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Approximate
Percentage of
Class
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Number of
Shares
Beneficially
Owned(2)
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Approximate
Percentage of
Class
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Approximate
Percentage of
Outstanding
Shares
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||||||||||
Five Percent Holders
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|||||||||||||||
Focus Impact Sponsor, LLC(3)
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5,000,000
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74%
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750,000
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100%
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77%
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||||||||||
Directors and Executive Officers
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|||||||||||||||
Carl Stanton(4)
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-
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-
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-
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-
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-
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||||||||||
Ernest Lyles(4)
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-
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-
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-
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-
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-
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||||||||||
Howard Sanders(4)
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-
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-
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-
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-
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-
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||||||||||
Troy Carter(4)
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-
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-
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-
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-
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-
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||||||||||
Dawanna Williams(4)
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-
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-
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-
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-
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-
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||||||||||
Wray Thorn(4)
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-
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-
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-
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-
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-
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||||||||||
Dia Simms(4)
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-
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-
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-
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-
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-
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||||||||||
All directors and executive officers as a group (seven individuals)
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-
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-
|
-
|
-
|
-
|
||||||||||
(1)
|
Unless otherwise noted, the business address of each of the following entities or individuals is 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105.
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(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.
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(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.
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(4)
|
Does not include any shares indirectly owned by this individual as a result of his or her membership interest in our Sponsor.
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If the shares are registered in the name of the stockholder, the stockholder should contact us at our offices at Focus Impact Acquisition Corp., 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105, 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.
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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 and amendments to the amended and restated certificate of incorporation of the Corporation were filed with the Secretary of State of the State of Delaware on April 26, 2023, on April 26, 2023 and on December 29, 2023 (collectively, the "Amended and Restated Certificate of Incorporation").
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2.
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This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.
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3.
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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").
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4.
|
The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:
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5.
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The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows:
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6.
|
The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows:
|
FOCUS IMPACT ACQUISITION CORP.
|
||||||
By:
|
||||||
Name:
|
Carl Stanton
|
|||||
Title:
|
Chief Executive Officer
|
|||||
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Please mark vote as indicated in this example
|
☐
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" PROPOSALS 1 AND 2.
|
||||
Proposal No. 1-Extension Amendment Proposal-To amend FIAC's amended and restated certificate of incorporation to extend the date by which FIAC has to consummate a business combination (the "Termination Date") from November 1, 2024 to May 1, 2025 (the "Charter Extension Date") without additional deposits into the Company's trust account (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, (i) 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) at the time of the Stockholder Meeting to approve the Extension Amendment Proposal and (ii) where the board or directors of FIAC has determined it is otherwise necessary.
|
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
||||||