UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 2022
FOCUS IMPACT ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-40977
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86-2433757
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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250 Park Avenue, Ste 911
New York,
NY
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10177
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 355-5515
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
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The Nasdaq Stock Market LLC
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Shares of Class A common stock, $0.0001 par value
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FIAC
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The Nasdaq Stock Market LLC
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Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange
Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 15, 2022, the Company announced the election of Ms. Dia Simms as a new director of the Company. Ms. Simms has been
appointed to serve on the audit committee and the compensation committee of the Company, with such appointment effective upon her becoming a director of the Company.
Ms. Simms is the Chief Executive Officer of Lobos 1707 Tequila & Mezcal, where she has served since August 2020. Simms leads
Lobos 1707 alongside Founder and Chief Creative Officer Diego Osorio with early backing by sports and cultural icon, LeBron James. Ms. Simms is also a member of the board of directors of Tilt Holdings Inc. (NEO: TILT), where she has served since
August 2020. Ms. Simms spent almost fifteen years working alongside Sean “Diddy” Combs at Combs Enterprises. In 2017, Simms was named President of Combs Enterprises, making her the first president in the company’s thirty-year history other than
Sean Combs himself. In her role as President, she oversaw multi-billion-dollar brands under the Combs empire, including CÎROC Ultra-Premium Vodka, Blue Flame Agency, AQUAhydrate, Bad Boy Entertainment, Sean John and Revolt TV. Of note, Simms led
the transformation of CÎROC Ultra-Premium Vodka taking the previously unprofitable brand to a $2 billion retail value. Ms. Simms holds a B.S. degree in Psychology from Morgan State University and a Master’s degree in Management from the Florida
Institute of Technology.
The board of directors of the Company has affirmatively determined that Ms. Simms meets the applicable standards for an
independent director under both the rules of the Nasdaq and Rule 10A-3 under the Securities Exchange Act of 1934.
Ms. Simms will not be compensated by the Company for her services as a director and has not entered into an employment
agreement with the Company.
In connection with this appointment, Ms. Simms is expected to enter into an indemnification agreement and a letter agreement
with the Company on the same terms as the indemnification agreements and letter agreements entered into by the directors and officers of the Company at the time of the Company’s initial public offering.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Dated: July 21, 2022
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FOCUS IMPACT ACQUISITION CORP.
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Name:
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Carl Stanton
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Title:
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Chief Executive Officer
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