What changed in this filing

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Item 1. Financial Statements

2022-05-23 compared with 2021-12-15 · 370 added, 306 removed, 387 unchanged (64% of the section changed)

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FOCUS IMPACT ACQUISITION CORP.

UNAUDITED CONDENSED BALANCE SHEET

September 30,

Deferred offering costs

Liabilities and Stockholder’s Equity

CONDENSED BALANCE SHEETS

March 31, 2022

Current assets:

Prepaid expenses

Total current asset

Prepaid expenses, non-current

Investment held in Trust Account

Liabilities and Stockholders’ Deficit

Current liabilities:

Accrued offering costs and expenses

Promissory note - related party

Taxes payable

Total current liabilities

Warrant liability

Deferred underwriting commissions

Total liabilities

Commitments and Contingencies (Note 6)

Stockholder’s Equity:

Class A common stock subject to possible redemption, 23,000,000

shares at redemption value of $ 10.20 per share

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and

issued and outstanding

Class A common stock, $ 0.0001 par value;

500,000,000 shares authorized;

issued and outstanding

issued and outstanding, (excluding 23,000,000 shares subject to possible redemption)

Class B common stock, $ 0.0001 par value;

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Accumulated deficit

Total stockholder’s equity

Total Liabilities and Stockholder’s Equity

This number included up to 750,000

shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

As a result of the full exercise of the over-allotment option by the underwriters

upon the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 9).

In October 2021, the Sponsor surrendered 1,437,500 founder shares to the Company for no consideration.

All share and per share amounts have been restated (see Notes 5 and 9).

Total stockholders’ deficit

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit

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

FOCUS IMPACT ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For the three

September 30,

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended March 31, 2022

For the period

from February

September 30,

Formation and operating cost

Formation and operating costs

Loss from operations

Basic and diluted weighted average shares outstanding (1)(2)

Basic and diluted net loss per common share

This number excluded up to 750,000

shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

As a result of the full exercise of the over-allotment option by the underwriters

upon the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 9).

In October 2021, the Sponsor surrendered 1,437,500 founder shares to the Company for no consideration.

All share and per share amounts have been restated (see Notes 5 and 9).

Change in fair value of warrant liabilities

Income from trust account

Total other income

Net income (loss)

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

Basic and diluted net income per share, Class A common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock

Basic and diluted net loss per share, common stock

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

FOCUS IMPACT ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM FEBRUARY 23, 2021 (INCEPTION) THROUGH SEPTEMBER

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Class B Common Stock

Paid-in Capital

Stockholders’

Balance as of December 31, 2021

Balance as of March 31 , 2022 (unaudited)

Class B Common Stock

Paid-in Capital

Stockholder’s

Shares (1)(2)

Balance as of February 23, 2021 (inception)

Issuance of Class B common stock to Sponsor

Balance as of March 31, 2021

Balance as of June 30, 2021

Balance as of September 30, 2021

This number included up to 750,000

shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

As a result of the full exercise of the over-allotment option by the underwriters

upon the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 9).

In October 2021, the Sponsor surrendered 1,437,500 founder shares to the Company for no consideration.

All share and per share amounts have been restated (see Notes 5 and 9).

Balance as of March 31 , 2021 (unaudited)

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

FOCUS IMPACT ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 23, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

STATEMENTS OF CASH FLOWS

For the three

Cash flows from operating activities:

Changes in current assets and liabilities:

Adjustments to reconcile net loss to net cash used in operating activities:

Change in fair value of warrant liability

Income from investments held in Trust Account

Changes in assets and liabilities:

Prepaid expenses

Accrued offering costs and expenses

Taxes payable

Income received from Trust Account

Net cash used in operating activities

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Cash, end of the period

Supplemental disclosure of cash information:

Supplemental disclosure of cash flow 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

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FOCUS IMPACT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

Note 1 – Organization and Business Operations

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The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations.

All activity for the period from February 23, 2021 (inception) through September 30, 2021

relates to the Company’s formation and the Initial Public Offering (“IPO”) (as defined below).

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will

generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

The Company has selected December 31 as its fiscal year end.

Sponsor and Proposed Financing

As of March 31, 2022, the Company had not commenced any operations.

All activity for the period from February 23, 2021 (inception) through March 31, 2022 relates to

the Company’s formation and the Initial Public Offering (“IPO”) (as defined below), and since the closing of the IPO, the search for a prospective initial business Combination.

The Company will not generate any operating revenues until after the

completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

The Company has selected December 31

as its fiscal year end.

Sponsor and Financing

The Company’s sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

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IPO of 23,000,000 units (the “Units”) which included the exercise of the underwriters’ option to purchase an additional 3,000,000 Units at the IPO price to cover over-allotments.

Each Unit consists of one share of Class A common stock, $ 0.0001 par value per share (the “Class A

common stock”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof

to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share, subject to adjustment.

The Units were sold at an offering price of $ 10.00

per Unit, generating gross proceeds of $ 230,000,000 , which is discussed in Note 3.

Simultaneously with the closing of IPO, the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $ 1.00

per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $ 11,200,000 .

Each Unit consists of one share of Class A common stock, $ 0.0001 par value per share

(the “Class A common stock”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the

holder thereof to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share, subject to adjustment.

The Units were sold at an offering price of $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 , which is discussed in Note 3.

Simultaneously with the closing of IPO the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $ 1.00 per Private

Placement Warrant to the Sponsor, generating gross proceeds to the Company of $ 11,200,000 .

Offering costs amounted to $ 13,457,525 consisting of $ 4,000,000 of underwriting commissions, $ 8,650,000

of deferred underwriting commissions, and $ 807,525 of other offering costs.

Of the offering costs, $ 509,712 is included within the statement of operations and $ 12,947,813

is included in temporary equity.

Of the offering costs, $ 509,712 is included within accumulated deficit and $ 12,947,813

is included in additional paid in capital.

Upon the closing of the IPO (including the full exercise of the underwriters’ over-allotment option) and the private placement, $ 234,600,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A common stock sold in the IPO, at

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The Company’s amended and restated certificate of incorporation provides that the Company will have only 18 months from the closing of the Proposed Public Offering (the “Combination Period”) to complete the initial Business Combination.

If the Company is unable to complete the

initial Business Combination within such 18-month period, the Company may seek an amendment to the Company’s amended and restated

certificate of incorporation to extend the period of time the Company has to complete an initial Business Combination beyond 18 months .

Our amended and restated certificate of incorporation requires that such an amendment be approved by holders of 65 % of the Company’s

outstanding common stock.

If the Company does not complete the initial Business Combination within 18 months from the closing of this

offering (or such extended period to complete an initial Business Combination), the Company will:

If the Company is unable to complete the initial Business

Combination within such 18-month period, the Company may seek an amendment to the Company’s amended and restated certificate of

incorporation to extend the period of time the Company has to complete an initial Business Combination beyond 18 months .

Our amended and

restated certificate of incorporation requires that such an amendment be approved by holders of 65 % of the Company’s outstanding common

If the Company does not complete the initial Business Combination within 18 months from the closing of this offering (or such

extended period to complete an initial Business Combination), the Company will:

(i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

trust account including interest earned on the funds held in the trust account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as

stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law;

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining

stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

interest earned on the funds held in the trust account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 100,000

of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating

distributions, if any), subject to applicable law;

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate,

subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to

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modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company does not complete the initial Business Combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A commons stock and (ii) to

waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial Business Combination within 18 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if

the Company fails to complete the initial Business Combination within the prescribed time frame).

Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the

If the Company submits the initial Business Combination to the Company’s public stockholders for a vote, the Company will complete the initial Business Combination only if a majority of the outstanding shares of common stock voted are

voted in favor of the initial Business Combination.

fails to complete the initial Business Combination within the prescribed time frame).

Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

the Company submits the initial Business Combination to the Company’s public stockholders for a vote, the Company will complete the initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor

of the initial Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or by a

prospective target business with which the Company 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 public share 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 the Company’s franchise and income 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 the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver

is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims.

The Company has not independently verified whether the Sponsor has sufficient funds to satisfy

its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company.

net of the interest which may be withdrawn to pay the Company’s franchise and income 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 the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable

against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims.

The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and

believes that the Sponsor’s only assets are securities of the Company.

The Company has not asked the Sponsor to reserve for such indemnification obligations.

None of the Company’s officers will indemnify the Company

for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Capital Resources

None of the Company’s officers will indemnify the Company for claims by third parties

including, without limitation, claims by vendors and prospective target businesses.

Risks and Uncertainties

Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could

have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

The Company’s results of operations and ability to complete an initial business combination may be

adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control.

The Company’s business could be impacted by, among other things, downturns in the

financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including

resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine.

The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or

magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an initial business combination.

Liquidity, Capital Resources and Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of

Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the IPO will enable it to sustain operations for a period of at least one-year

from the issuance date of these financial statements.

from the issuance date of this financial statement.

Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated.

Prior to the completion of

the IPO, the Company lacked the liquidity needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

Prior to the completion of the

IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement.

The Company has since completed its IPO at which time

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Accordingly, management has since reevaluated the Company’s liquidity and financial

condition and determined that sufficient capital exists to sustain operations one year from the date the financial statements is issued and therefore substantial doubt has been alleviated.

Risks and Uncertainties

Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

condition and determined that sufficient capital exists to sustain operations one year from the date the financial statement is issued and therefore substantial doubt has been alleviated.

Note 2 - Significant Accounting Policies

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presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus, which contains the initial audited financial

statements and notes thereto for the period from February 23, 2021 (inception) to March 15, 2021 as filed with the SEC on October 29, 2021, and the Company’s report on Form 8-K, which contains the Company’s audited balance sheet and notes thereto

as of November 1, 2021, as filed with the SEC on November 8, 2021.

The interim results for the three months ended September 30, 2021 and for the period from February 23, 2021 (inception) through September 30, 2021 are not necessarily indicative of

the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company

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Actual results could differ from those estimates.

Deferred Offering Costs

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1.

Deferred offering costs consists of legal, accounting, underwriting fees and other costs incurred

through the balance sheet date that are directly related to the Public Offering.

Offering costs are allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total proceeds received.

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through

the IPO that were directly related to the IPO.

Offering costs will be allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with

warrant liabilities were expensed and presented as non-operating expenses in the statement of operations and offering costs associated with the Class A common stock were charged to temporary equity.

Offering costs amounted to $ 13,457,525 consisting of $ 4,000,000 of underwriting commissions, $ 8,650,000

of deferred underwriting commissions, and $ 807,525 of other offering costs.

Of the offering costs, $ 509,712 is included within the statement of operations and $ 12,947,813

is included in temporary equity.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash and cash equivalents as of September 30, 2021.

As of March 31, 2022 and

December 31, 2021, the Company had cash of $ 1,028,912 and $ 1,393,939 , respectively, and no cash equivalents.

Investment Held in Trust Account

Investments held in the Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy

under ASC 820 (as defined below).

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000.

As of March 31,

2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account.

Fair Value of Financial Instruments

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approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and

non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the

sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following

fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each

reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received

in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with

measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how

market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

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Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Net Income (Loss) Per Common Stock

The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock.

Earnings and losses are

shared pro rata between the two classes of stockholders.

Private and public warrants to purchase 22,700,000 Class A common stock at $ 11.50 per share were issued on November 1, 2021.

warrants were exercised during the three months ended March 31, 2022 and the period from February 9, 2021 (inception) through March 31, 2021.

The calculation of diluted income per common stock does not consider the effect of the warrants issued

in connection with (i) the Initial Public Offering, (ii) the exercise of the over-allotment and (iii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events.

As a result, diluted net income

(loss) per common share is the same as basic net income (loss) per common stock for the periods.

Accretion associated with the redeemable Class A common stock is excluded from earnings per common stock as the redemption value approximates fair

For the three months ended

March 31, 2022

For the period from February

23, 2021 through

March 31, 2021

Basic diluted net income (loss) per share

Allocation of net income (loss)

Weighted average shares outstanding

Basic and diluted net income (loss) per share, redeemable common stock

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that

qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value

reported in the statements of operations.

Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12

months of the balance sheet date.

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement

of operations.

Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet

Warrant Liability

The Company accounted for the 22,700,000

warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must

be recorded as a liability.

Accordingly, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period.

This liability will be re-measured at each balance sheet

date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations.

The fair value of warrants was estimated using an internal valuation model.

The valuation model utilized

inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled.

The Company accounted for the 22,700,000 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby

under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability.

Accordingly, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair

value at each reporting period.

This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations.

The fair value

of warrants was estimated using an internal valuation model.

Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be

Such warrant classification is also subject to re-evaluation at each reporting period.

The Company accounts for income taxes

under FASB ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and

for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax

assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and

prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be

more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts

accrued for interest and penalties as of March 31, 2022 and December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income tax examinations by major taxing authorities since inception.

These examinations may include

questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits

will materially change over the next twelve months.

Common Stock Subject to Possible Redemption

All of the 23,000,000 common stock sold as part of the

Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in

Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in

connection with certain amendments to the Company’s amended and restated certificate of incorporation.

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Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Net Loss Per Common Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net

loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriter.

At September 30, 2021,

the Company did no t have any dilutive securities and other contracts that could, potentially, be exercised or converted into common

stock and then share in the earnings of the Company.

As a result, diluted loss per common share is the same as basic loss per common share for the periods presented.

The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for

both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a

valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and

measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon

examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to

unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income tax examinations by major taxing authorities since

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total

amount of unrecognized tax benefits will materially change over the next twelve months.

The provision for income taxes was deemed to be immaterial for the period from February 23, 2021 (inception) through September, 2021.

As of March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following

As of beginning of the period

Gross proceeds from IPO

Proceeds allocated to Public Warrants

Class A common stock issuance costs

Remeasurement adjustment of carrying value to redemption value

Class A common stock subject to possible redemption

Recent Accounting Pronouncements

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ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

is effective January 1, 2022 and should be applied on a full or modified retrospective basis.

On February 23, 2021, the date of the Company’s inception, the Company adopted the new standard.

adopted ASU 2020-06 on January 1, 2022 and the standard was applied on a full retrospective basis.

There was no material impact on the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

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expectation that the founder shares would represent 20 % of the outstanding shares of common stock upon completion of the IPO.

6, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration resulting in the Sponsor holding 5,750,000 shares of Class B

common stock.

6, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration resulting in the Sponsor holding 5,750,000

shares of Class B common stock.

The 5,750,000 founder shares include an aggregate of up

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the Company’s Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business

Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash,

securities or other property.

recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the

initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common

stock for cash, securities or other property.

The Company refers to such transfer restrictions as the lock-up.

Promissory Note — Related Party

The Sponsor, has agreed to loan the Company an aggregate of up to $ 300,000

The Sponsor agreed to loan the Company an aggregate of up to $ 300,000

to be used for a portion of the expenses of the IPO.

The loan is non-interest bearing, unsecured and due at the earlier of (i) December 31, 2021, (ii) the date on which the Company consummates the IPO, or (iii) the date on the Company determines to

not proceed with such IPO.

The loan will be repaid upon the closing of the IPO out of offering proceeds not held in the Trust Account.

As of September 30, 2021 the Company had borrowed $ 74,991 under the promissory note.

On November 5, 2021, the Company fully repaid the promissory note.

The loan was non-interest bearing, unsecured and due at the earlier of (i) December 31, 2021, (ii) the date on which the Company consummates the IPO, or (iii) the date on the Company determines

to not proceed with such IPO.

The Company had borrowed $ 79,991 under the promissory note and fully repaid it on November 4, 2021.

Borrowings under the promissory note are no longer available to the Company.

Related Party Loans

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Up to $ 1,500,000 of such loans may be convertible into warrants, at a price of $ 1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

September 30, 2021, the Company had no borrowings under the Working Capital Loans .

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise

At March 31, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.

Administrative Fees

The Company has entered into an administrative services agreement on the effective date of the registration statement for the IPO pursuant to which the Company will

pay the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial and administrative support services.

completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

As of September 30, 2021, no

administrative fees had been recorded or paid.

Commencing on the date that the Company’s securities are first listed on the Nasdaq, the Company agreed to pay the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial and administrative support provided to the Company.

Upon completion of the initial

Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Note 6 - Commitments and Contingencies

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Underwriter Agreement

In connection with the IPO, the underwriters were granted a 45 -day

option period from the date of the prospectus to purchase up to 3,000,000 additional units to cover the over-allotments.

On November 1,

2021, the underwriters fully exercised the over-allotment option generating additional gross proceeds of $ 30,000,000 to the company.

November 1, 2021, the Company paid a cash underwriting commissions of $ 4,000,000 or approximately $ 0.17 per Unit, including the over-allotment option.

The underwriters are entitled to deferred underwriting commissions of approximately $ 0.376 per unit, or $ 8,650,000 in the aggregate (including the commission related to the underwriters’

exercise of the over-allotment option).

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the

underwriting agreement for the offering.

Note 7 — Stockholder’s Equity

The underwriters are entitled to deferred underwriting commissions of approximately $ 0.376 per unit, or $ 8,650,000 in the aggregate (including the commission

related to the underwriters’ exercise of the over-allotment option).

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination,

subject to the terms of the underwriting agreement for the offering.

Note 7 — Recurring Fair Value Measurements

Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity classification.

As such, these financial instruments must be recorded on the

balance sheet at fair value.

This valuation is subject to re-measurement at each balance sheet date.

With each re-measurement, these financial instruments valuations will be adjusted to fair value, with the change in fair value recognized in the

Company’s statement of operations.

The Company’s warrant liability for the Private Placement Warrants are based on valuation models utilizing inputs from observable and unobservable markets with less

volume and transaction frequency than active markets.

The inputs used to determine the fair value of the Private Warrant liability, is classified within Level 3 of the fair value hierarchy.

On December 20, 2021, the Company’s Public Warrants began trading on the Nasdaq Stock Market LLC.

The Company’s warrant liability at March 31, 2022 and December 31,

2021 for the Public Warrants is based on unadjusted quoted prices in an active market (the NASDAQ Stock Market LLC) for identical assets or liabilities that the Company has the ability to access.

The fair value of the Public Warrant liability is

classified within Level 1 of the fair value hierarchy.

Substantially all of the Company’s trust assets on the balance sheet consist of U.

Money Market funds which are classified as cash equivalents.

Fair values of

these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and

December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

March 31, 2022

Investments held in Trust Account

Public Warrants

Private Warrants

December 31, 2021

Investments held in Trust Account

Public Warrants

Private Warrants

The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement.

The key inputs into the binomial lattice model were as follows at March 31, 2022 and December 31, 2021:

March 31, 2022

December 31, 2021

Risk-free interest rate

Expected term to initial Business Combination (years)

Expected volatility

Common stock price

Dividend yield

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s warrants classified as Level 3:

Fair value at December 31, 2021 – private warrants

Change in fair value

Fair Value at March 31 , 2022 – private warrants

Note 8 - Stockholders’ Deficit

Preferred Stock

— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At September 30,

2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share

with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock

The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of Class A common stock are entitled to one vote for each share.

As of September 30, 2021 there were no shares of Class A common stock

issued or outstanding.

Class B Common Stock — The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

As of March 31, 2022 and December 31, 2021, there were no

shares of Class A common stock issued or outstanding, excluding 23,000,000 shares subject to possible redemption

Class B Common Stock

The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $ 0.0001 per

Holders of the Company’s Class B common stock are entitled to one vote for each common share.

At September 30, 2021, there were 5,750,000

shares of Class B common stock issued and outstanding.

At March 31, 2022 and December

31, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding.

On March 15, 2021, the Sponsor paid $ 25,000 to the

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expectation that the founder shares would represent 20 % of the outstanding shares of common stock upon completion of the IPO.

6, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration resulting in the Sponsor holding 5,750,000 shares of Class B

common stock.

6, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration resulting in the Sponsor holding 5,750,000

shares of Class B common stock.

Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by

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Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed

issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities

issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor

or its affiliates upon conversion of loans made to the Company).

issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its

affiliates upon conversion of loans made to the Company).

Note 9 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued.

disclosed in the footnotes elsewhere and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On October 6, 2021, the Sponsor surrendered 1,437,500

shares of Class B common stock for no consideration resulting in the Sponsor holding 5,750,000 shares of Class B common stock, of which

750,000 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full so that the

founder shares will represent, on an as-converted basis, 20 % of the Company’s issued and outstanding shares after the Proposed Public

Offering (assuming the Sponsor does not purchase any public shares in the Proposed Public Offering).

All share amounts and related information have been retroactively restated to reflect the share surrender (see Note 5).

On November 1, 2021, the Company consummated its IPO of 23,000,000

units (the “Units”) which included the exercise of the underwriters’ option to purchase an additional 3,000,000 Units at the IPO price

to cover over-allotments.

Each Unit consists of one share of Class A common stock, $ 0.0001 par value per share (the “Class A common stock”), and one-half

of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one share of Class

A Common Stock at an exercise price of $ 11.50 per share, subject to adjustment.

The Units were sold at an offering price of $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 .

Simultaneously with the closing of IPO the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”)

at a purchase price of $ 1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $ 11,200,000 .

Offering costs amounted to $ 13,457,525

consisting of $ 4,000,000 of underwriting commissions, $ 8,650,000 of deferred underwriting commissions, and $ 807,525 of other offering

Of the offering costs, $ 509,712 is included within accumulated deficit and $ 12,947,813 is included in additional paid in capital.

On November 5, 2021 the Company fully repaid the promissory note of $ 74,991 .

Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued, require potential adjustment to or disclosure in the financial

statements and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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

References to the “Company,” “Focus Impact Acquisition Corp.,” “our,” “us” or “we” refer to Focus Impact Acquisition Corp.

The following discussion and analysis of the Company’s financial condition

and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below

includes forward-looking statements that involve risks and uncertainties.

The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set

forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

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Offering costs amounted to $13,457,525 consisting of $4,000,000 of underwriting commissions, $8,650,000 of deferred underwriting commissions, and $807,525 of other offering costs.

Of the offering costs, $509,712 is included within

the statement of operations and $12,947,813 is included in temporary equity.

Of the offering costs, $509,712 is included

within the statement of operations and $12,947,813 is included in temporary equity.

Simultaneously with the closing of IPO, we completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the

Sponsor, generating gross proceeds to us of $11,200,000.

Upon the closing of the IPO, $10.20 per Unit sold in the IPO (including the full exercise of the underwriters’ over-allotment option) and the proceeds of the sale of the Private Placement Warrants,

are held in a trust account (“Trust Account”) and will be invested only in U.S.

government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which

invest only in direct U.S.

Upon the closing of the IPO, $10.20 per Unit sold in the IPO (including the full exercise of the underwriters’ over-allotment option) and the proceeds of the sale of the Private Placement

Warrants, are held in a trust account (“Trust Account”) and will be invested only in U.S.

government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company

Act which invest only in direct U.S.

government treasury obligations.

The trust account is intended as a holding place for funds pending the earliest to occur of:

(a) the completion of the initial Business Combination, (b) the redemption of any public shares

properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to provide holders of our Class A common stock the right to have their

shares redeemed in connection with the initial Business Combination or to redeem 100% of our public shares if we do not complete the initial Business Combination within 18 months from the closing of this offering or (ii) with respect to any other

provisions relating to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we have not consummated the initial Business Combination within 18 months from the closing of this offering, subject to

applicable law.

(a) the completion of the initial Business Combination, (b) the redemption of any

public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to provide holders of our Class A common stock the right

to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of our public shares if we do not complete the initial Business Combination within 18 months from the closing of this offering or (ii) with

respect to any other provisions relating to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we have not consummated the initial Business Combination within 18 months from the closing of this

offering, subject to applicable law.

We amended and restated certificate of incorporation provides that we will have only 18 months from the closing of the Proposed Public Offering (the “Combination Period”) to complete the initial

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(ii) as promptly as reasonably possible

but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and

not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public

and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public

stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law;

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remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Liquidity and Capital Resources

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue

as a Going Concern,” management believes that the funds which we have available following the completion of the IPO will enable it to sustain operations for a period of at least one-year from the issuance date of these financial statements.

Liquidity, Capital Resources and Going Concern

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to

Continue as a Going Concern,” management believes that the funds which we have available following the completion of the IPO will enable it to sustain operations for a period of at least one-year from the issuance date of these financial

Accordingly, substantial doubt about our ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated.

Prior to the completion of the IPO, we lacked the liquidity needed to sustain operations for

a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

We have since completed our IPO at which time capital in excess of the funds deposited in the trust and/or used to fund offering

expenses was released to us for general working capital purposes.

Accordingly, management has since reevaluated our liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date the

financial statements are issued and therefore substantial doubt has been alleviated.

Prior to the completion of the IPO, we lacked the liquidity needed to sustain

operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

We have since completed our IPO at which time capital in excess of the funds deposited in the trust and/or used to

fund offering expenses was released to us for general working capital purposes.

Accordingly, management has since reevaluated our liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from

the date the financial statements are issued and therefore substantial doubt has been alleviated.

Risks and Uncertainties

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results of our operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

The financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

Our results of operations and ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and

volatility in the financial markets, many of which are beyond our control.

Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in

interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military

conflict in the Ukraine.

We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial

business combination.

Results of Operations

As of September 30, 2021, we had not commenced any operations.

As of March 31, 2022, we had not commenced any operations.

All activity for the period from February

23, 2021 (inception) through September 30, 2021 relates to our formation and the Initial Public Offering.

We have neither engaged in any operations nor generated any revenues to date.

not generate any operating revenues until after the completion of our initial Business Combination, at the earliest.

We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from

the Initial Public Offering.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from February 23, 2021 (inception) to September 30, 2021, we had net loss of approximately $962 which consisted of formation and operating costs.

23, 2021 (inception) through March 31, 2022 relates to our formation and the Initial Public Offering, and since the closing of the IPO, the search for a prospective initial Business Combination..

We have neither engaged in any operations nor

generated any revenues to date.

We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest.

We will generate non-operating income in the form of interest income on cash and cash

equivalents from the proceeds derived from the Initial Public Offering.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due

diligence expenses.

For the three months ended March 31, 2022, we had net income of $5,063,861 resulting from $5,448,000 in change in fair value of warrants and $19,146 in interest income partially offset by

$403,285 in operating costs.

Contractual Obligations

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The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the

exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights and stockholder

agreement to be signed prior to the consummation of the IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock).

The holders of the majority of these securities

are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the

completion of the initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

stockholder agreement to be signed prior to the consummation of the IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock).

The holders of the majority of

these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed

subsequent to the completion of the initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

Underwriter Agreement

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Critical Accounting Policies

Deferred Offering Costs

Offering Costs associated with the Initial Public Offering

We comply with the requirements of the ASC 340-10-S99-1.

Deferred offering costs consists of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are

directly related to the Public Offering.

Offering costs are allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total proceeds received.

Upon closing of the IPO on November 1,

2021, costs associated with warrant liabilities were expensed, and presented as non-operating expenses in the statement of operations and offering costs associated with the Class A common stock were charged to stockholders’ equity.

Offering costs

amounted to $13,457,525 consisting of $4,000,000 of underwriting commissions, $8,650,000 of deferred underwriting commissions, and $807,525 of other offering costs.

Of the offering costs, $509,712 was included within the statement of operations and

$12,947,813 was included in temporary equity.

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to

Offering costs will be allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with warrant liabilities were expensed and

presented as non-operating expenses in the statement of operations and offering costs associated with the Class A common stock were charged to temporary equity.

Offering costs amounted to $13,457,525 consisting of $4,000,000 of underwriting

commissions, $8,650,000 of deferred underwriting commissions, and $807,525 of other offering costs.

Of the offering costs, $509,712 was included within the statement of operations and $12,947,813 was included in temporary equity.

Common Stock Subject to Possible Redemption

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redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control require common stock subject to redemption to be classified outside of permanent equity.

Therefore, all shares of Class A

common stock have been classified outside of permanent equity.

Therefore, all shares of Class

A common stock have been classified outside of permanent equity.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Net Loss Per Common Share

We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of

shares of common stock outstanding during the period, excluding common stock subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that are subject to forfeiture if the

over-allotment option is not exercised by the underwriter.

At September 30, 2021, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of us.

Net Income (Loss) Per Common Share

We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted

average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that are subject to

forfeiture if the over-allotment option is not exercised by the underwriter.

At March 31, 2022 and March 31, 2021, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock

and then share in the earnings of us.

As a result, diluted loss per common share is the same as basic loss per common share for the period presented.

We account for the warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision

the warrants do not meet the criteria for equity treatment and must be recorded as a liability.

Accordingly, we classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period.

We account for the warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that

provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability.

Accordingly, we classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each

reporting period.

This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in our statement of operations.

The fair value of warrants was estimated using an internal

valuation model.

The fair value of warrants was estimated

using an internal valuation model.

Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled.

Such warrant classification is also subject

to re-evaluation at each reporting period.

classification is also subject to re-evaluation at each reporting period.

Off-Balance Sheet Arrangements

As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

As of March 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.

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We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section

404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those

that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is,

those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

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as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and

procedures as of the end of the fiscal quarter ended June 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls

and procedures as of the end of the fiscal quarter ended March 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer

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Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2022 covered by this Quarterly Report on Form 10-Q that has materially affected, or is

reasonably likely to materially affect, our internal control over financial reporting.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements