8-K
DevvStream Corp. (DEVS)
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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): March 18, 2025
DEVVSTREAM CORP.
(Exact name of registrant as specified in its charter)
| Alberta, Canada | 001-40977 | 86-2433757 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 2108 N St., Suite 4254<br><br> <br>Sacramento, California<br><br> <br>(Address of principal executive offices) | 95816<br><br> <br>(Zip Code) | |
| --- | --- |
(647) 689-6041
(Registrant’s telephone number, including area code)
(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 of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange on<br><br> <br>which registered |
|---|---|---|
| Common shares | DEVS | The Nasdaq Stock Market LLC |
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
On March 18, 2025, DevvStream Corp., a British Columbia company (formerly known as Focus Impact Acquisition Corp, the “Company”),
and Helena Global Investment Opportunities 1 Ltd., a Cayman Islands exempted company \(the “Investor”\) entered into a first amendment \(the “Amendment”\) to that certain
Purchase Agreement, dated October 29, 2024 \(the “Purchase Agreement”\).
The Amendment provides the Company with greater flexibility by allowing the Investor to permit Secondary Advances, as defined in the Amendment, as well as to update references to “Common Stock” in the Purchase Agreement to “Common Shares”. The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
| Item 8.01. | Other Events. |
|---|
On March 19, 2025, the Company issued a press release that the Company’s Chairman and another Director invested an additional $218,000 into the Company’s 5.30% Secured Convertible Note, due November 2026. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the press release is qualified in its entirety by reference to such exhibit.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 10.1 | First Amendment to Purchase Agreement. |
| 99.1 | Press Release dated March 19, 2025. |
| 104 | Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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.
| Dated: March 20, 2025 | ||
|---|---|---|
| DEVVSTREAM CORP. | ||
| By: | /s/ David Goertz | |
| Name: | David Goertz | |
| Title: | Chief Financial Officer |
Exhibit 10.1
FIRST AMENDMENT TO PURCHASE AGREEMENT
This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”), is entered into as of March 18, 2025 (the “Amendment Date”), by and between DevvStream Corp., a British Columbia company (formerly known as Focus Impact Acquisition Corp, the “Company”), and Helena Global Investment Opportunities 1 Ltd., a Cayman Islands exempted company (the “Investor”).
WHEREAS:
A. The Company (then known as Focus Impact Acquisition Corp.) and the Investor executed and delivered that certain Purchase Amendment, dated as of October 29, 2024 (the “Purchase Agreement”); and
B. The Company and Investor wish to amend the Agreement (i) to correct certain references to Common Stock in the Purchase Agreement, and (ii) to allow the Investor to permit Secondary Advances (as defined below).
NOW THEREFORE, the Company and the Investor severally (and not jointly) hereby agree as follows:
CAPITALIZED TERMS. Capitalized terms used herein or in Schedule 1 hereto but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement or the Note.
AMENDMENTS.
a. The words in the first recital of the Purchase Agreement “Company’s shares of common stock, par value $0.0001 per share (the “Common Stock”)” shall be deleted and replaced with “Company’s common shares (the “Common Shares”)”.
b. The definition of “Common Stock” in Article I of the Purchase Agreement, shall be deleted and replaced with the following:
“Common Shares” shall have the meaning set forth in the recitals of this Agreement.
c. Throughout the Purchase Agreement all references to (i) “shares of Common Stock” shall be deemed to refer to “Common Shares”, and (ii) “Common Stock” shall be deemed to refer to “Common Shares” and to the extent that any such foregoing changed reference results in an improper grammatical rendering of the sentence in which such reference appears, the words in such sentence shall be deemed to be rendered in such a matter that such sentence shall be grammatically correct.
d. The definition of “Pricing Period” in Article I of the Purchase Agreement, shall be deleted and replaced with the following:
“Pricing Period” shall mean, the three (3) Trading Days commencing on the date of the Investor’s receipt of the Common Shares relating to the applicable Advance, unless such Pricing Period relates to a Secondary Advance, in which such case the Pricing Period for such Secondary Advance shall be as agreed by the Company and the Investor and be either (i) the period beginning at such time as the Investor shall have received the Common Shares relating to such Secondary Advance (provided that such Common Shares are received on a Trading Day) and ending on 4:00 pm on such Trading Day, or (ii) the first full Trading Day following the day the Common Shares relating to such Secondary Advance are received.
e. Article I of the Purchase Agreement is hereby amended by adding in its proper alphabetical order the following definition of “Secondary Advance”:
“Secondary Advance” shall have the meaning set forth in Section 7.01(k).
f. The definition of “Common Stock Equivalents” in Section 6.20 of the Purchase Agreement, shall be deleted and replaced with the following:
“Common Share Equivalents” means any securities of the Company which entitle the holder thereof to acquire at any time Common Shares, including, without limitation, Common Shares, any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.
g. Section 7.01(k) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
Consecutive Advance Notices. Except with respect to the first Advance Notice, unless waived by the Investor in its sole discretion, the Pricing Period for all prior Advances shall have been completed. If the condition set forth in this clause (k) is waived by the Investor the Advance which the Investor has elected to permit while a prior Pricing Period is ongoing shall be referred to herein as a “Secondary Advance”.
h. Exhibit A to the Purchase Agreement is hereby deleted and replaced with Exhibit A hereto.
3. RATIFICATION. The Company hereby acknowledges, represents, warrants and confirms to Investor that: (i) each of the Purchase Agreement and this Amendment, are valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms; and (ii) no oral representations, statements, or inducements have been made by Investor, or any agent or representative of Investor, with respect to the Purchase Agreement, or this Amendment.
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HOLDER’ CONDUCT. As of the date of this Amendment, the Company hereby acknowledges and admits that: (i) the Investor has acted in good faith and has fulfilled and fully performed all of its obligations under or in connection with the Purchase Agreement or any other related documents; and (ii) that there are no other promises, obligations, understandings or agreements with respect to the Purchase Agreement or any other document, except as expressly set forth herein, or in the Purchase Agreement.
GOVERNING LAW; MISCELLANEOUS.
a. Choice of Law/Jurisdiction. This Amendment shall be governed by and construed in accordance with the laws provided for in the Purchase Agreement. Any action brought by either party against the other concerning the transactions contemplated by the Purchase Agreement or this Amendment, or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be brought and enforced in the venue provided for the Purchase Agreement.
b. Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference.
c. Effect on Purchase Agreement. Except as expressly amended by this Amendment, all of the terms and provisions of the Purchase Agreement shall remain and continue in full force and effect after the execution of this Amendment, are hereby ratified and confirmed, and incorporated herein by this reference.
d. Counterparts; Signatures by Facsimile. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Amendment, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Amendment bearing the signature of the party so delivering this Amendment.
e. Construction; Headings. This Amendment shall be deemed to be jointly drafted by the Company and the Investor and shall not be construed against any person as the drafter hereof. The headings of this Amendment are for convenience of reference only and shall not form part of, or affect the interpretation of, this Amendment.
f. Severability. In the event that any provision of this Amendment is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.
g. Entire Agreement; Amendments. The Purchase Agreement, this Amendment, the Transaction Documents and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Amendment may be waived or amended other than by an instrument in writing signed by the majority in interest of the Investor.
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h. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing as provided in the Purchase Agreement.
i. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties and their successors and assigns.
j. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.
k. No Strict Construction. The language used in this Amendment will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned Investor and the Company have caused this Amendment to be duly executed as of the date first above written.
DEVVSTREAM CORP.
| By: | /s/ Sunny Trinh |
|---|---|
| Name: Sunny Trinh | |
| Title: Chief Executive Officer |
HELENA GLOBAL INVESTMENT OPPORTUNITIES 1 LTD.
| By: | /s Jeremy Weech |
|---|---|
| Name: Jeremy Weech | |
| Title: Managing Partner |
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EXHIBIT A
EXHIBIT A
ADVANCE NOTICE
DEVVSTREAM CORP.
Dated: ______________ Advance Notice Number: ____
The undersigned, _______________________, hereby certifies, with respect to the sale of Common Shares of DEVVSTREAM CORP. (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain Purchase Agreement, dated as of October 29, 2024 (the “Agreement”), as follows:
| 1 | The undersigned is the duly elected ______________ of the Company. |
|---|---|
| 2 | There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective amendment to the<br> Registration Statement. |
| --- | --- |
| 3 | All conditions to the delivery of this Advance Notice are satisfied as of the date hereof. |
| --- | --- |
| 4 | The amount of Common Shares issued in respect of such Advance is: |
| --- | --- |
| 5 | The number of Common Shares of the Company issued and outstanding as of the date hereof is ___________. |
| --- | --- |
| 6 | The Pricing Period shall be: |
| --- | --- |
☐three (3) Trading Days;
☐ in respect only of a Secondary Advance and if agreed by the Investor, the first full Trading Day after the receipt by the Investor of the Common Shares subject to this Advance Notice; or
☐in respect only of a Secondary Advance and if agreed by the Investor, the period starting on the Investor’s receipt of the Common Shares subject to this Advance Notice and 4:00 pm on such Trading Day.
The undersigned has executed this Advance Notice as of the date first set forth above.
| DEVVSTREAM CORP. |
|---|
| By: |
| Name: |
| Title: |
Exhibit 99.1
DevvStream Announces Additional Investment
Investment by Chairman Carl Stanton and Director Wray Thorn reinforces confidence in DevvStream’s mission
Calgary, Alberta, March 19, 2025 – DevvStream Corp. (“DevvStream” or the “Company”) (Nasdaq: DEVS), a leading carbon management firm specializing in the development, investment, and sale of environmental assets, energy transition, and innovative carbon management solutions, today announced that Carl Stanton, Chairman of DevvStream, and Wray Thorn, Director, have invested an additional $218,000 into the Company’s 5.30% Secured Convertible Note, due November 2026.
The funds support DevvStream’s ongoing efforts to expand into energy transition markets, grow its partnerships and solidify its position as a leader in the carbon offset market. Stanton and Thorn are also co-founders of Focus Impact Partners.
For further details, contact info@devvstream.com.
About DevvStream
Founded in 2021, DevvStream is a leading authority in the use of technology in carbon project development. The Company’s mission is to create alignment between sustainability and profitability, helping organizations achieve their climate initiatives while directly improving their financial health.
With a diverse approach to the carbon market, DevvStream operates across three strategic domains: (1) an offset portfolio consisting of nature-based, tech-based, and carbon sequestration credits for immediate sale to corporations and governments seeking to offset their most difficult-to-reduce emissions; (2) project investment, acquisitions, and industry consolidation to extend the company’s reach, allowing it to become a full end-to-end solutions provider; and (3) project development, where the company serves as project manager for eligible activities such as EV charging in exchange for a percentage of generated credits.
For more information, please visit www.devvstream.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this news release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and generally relate to future events, trends or DevvStream’s future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. These forward-looking statements include statements regarding DevvStream’s intentions, beliefs, projections, outlook, analyses and current expectations concerning, among other things, DevvStream’s ability to continue as a going concern and to realize the benefits of its recently completed business combination, DevvStream’s ability to remain listed on Nasdaq, the volatility of the market price and the liquidity of DevvStream’s common shares, the impact from future regulatory, judicial, legislative or regulatory changes in DevvStream’s industry, the trends in the carbon credit markets, future performance and anticipated financial impacts of certain transactions by DevvStream or others, the growth and value of the global carbon credit or I-REC market traded value, the potential of carbon credits to provide carbon emission reductions and reduce carbon emissions to limit global warming, estimated CO2 capture, sequestration, decarbonization or storage capacities or potentials of different projects in which DevvStream is investing, or DevvStream’s opportunity pipeline and the ability of such opportunities to generate I-RECs, carbon credits, or tax credits each year, or the market growth and value of these markets, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by DevvStream and its management are inherently uncertain and subject to material change. Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties.
These forward-looking statements are expressed in good faith, and DevvStream believes there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and DevvStream is under no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in filings made by, or to be made by, DevvStream from time to time with the SEC and with the Canadian securities regulatory authorities. This news release is not an offer to sell or the solicitation of an offer to buy, any securities of DevvStream and this news release is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in DevvStream. All subsequent written and oral forward-looking statements concerning DevvStream or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Contact
ir@devvstream.com
Phone: (408) 365-4348