Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On April 25, 2023, Focus Impact Acquisition Corp. (the "Company") held a special meeting of stockholders (the "Extension Meeting") to amend the Company's amended and restated certificate of incorporation to (i) extend the date (the "Termination Date") by which FIAC has to consummate a business combination from May 1, 2023 (the "Original Termination Date") to August 1, 2023 (the "Charter Extension Date") and to allow the Company, without another shareholder 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 Company's board of directors 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 the Original Termination Date, unless the closing of the Company's initial business combination shall have occurred prior to such date (such amendment, the "Extension Amendment" and such proposal, the "Extension Amendment Proposal") and (ii) remove the limitation that the Company may not redeem shares of public stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $5,000,000 (such amendment, the "Redemption Limitation Amendment" and such proposal, the "Redemption Limitation Amendment Proposal"). The shareholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment at the Extension Meeting and on April 26, 2023, the Company filed the Extension Amendment and the Redemption Limitation Amendment with the Secretary of State of Delaware.

The foregoing description is qualified in its entirety by reference to the Extension Amendment and the Redemption Limitation Amendment, copies of which are attached as Exhibits 3.1 and 3.2 hereto and are incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 25, 2023, the Company held the Extension Meeting to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and a proposal to allow the adjournment of the Extension Meeting to a later date or dates, if necessary, (1) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extension Meeting, there were insufficient ordinary shares of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal or (2) where the board of the Company has determined it is otherwise necessary (the "Adjournment Proposal"), each as more fully described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 5, 2023. As there were sufficient votes to approve each of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the Adjournment Proposal was not presented to shareholders.

Holders of 24,255,187 ordinary shares of the Company held of record as of March 23, 2023, the record date for the Extension Meeting, were present in person or by proxy at the meeting, representing approximately 84.37% of the voting power of the Company's ordinary shares as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.

The voting results for the proposals were as follows:

The Extension Amendment Proposal



   For       Against   Abstain
23,291,632   963,555      0

The Redemption Limitation Amendment Proposal



   For       Against   Abstain
23,291,651   963,536      0

In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 17,297,209 shares of Class A common stock, par value $0.0001 per share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of approximately $179,860,588.


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Item 9.01. Financial Statements and Exhibits





(d) Exhibits



Exhibit No.   Description
  3.1         Amendment to Amended and Restated Certificate of Incorporation
              (Extension Amendment).
  3.2         Amendment to Amended and Restated Certificate of Incorporation
              (Redemption Limitation Amendment).
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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