DevvStream Corp 8-K, filed Sep 6, 2024
DevvStream Corp. (DEVSF)
8-K
2024-09-06
For: 2024-09-06
View Original
Added on
April 12, 2026
About this 8-K
DevvStream Corp filed this 8-K on September 6, 2024.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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 )
213-0243
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 of 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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on which registered
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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 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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Item 8.01
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Other Events.
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On August 9, 2024, Focus Impact Acquisition Corp. (“FIAC”) filed a definitive proxy
statement/prospectus (the “Definitive Proxy Statement”) for the solicitation of proxies in connection with a special meeting (the “Special Meeting”) of the Company’s stockholders to be held on September 10, 2024, to vote upon, among other things,
a proposal to adopt and approve the business combination agreement (as amended from time to time, the “Business Combination Agreement”) by and among FIAC, Focus Impact Amalco Sub Ltd., a company existing under the laws of the Province of British
Columbia and a wholly-owned subsidiary of the Company, and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (“DevvStream”), and the business combination contemplated thereby (the “Business
Combination”).
On September 6, 2024, FIAC determined to postpone the Special Meeting until September 13, 2024 at 9:00 a.m. Eastern Time. In connection with the postponement of the
Special Meeting until September 13, 2024, the deadline for the submission of public shares of Class A common stock for redemption will be extended to 5:00 p.m., Eastern Time, on September 11, 2024. Shareholders who have already cast their votes
or who have previously submitted shares for redemption do not need to take any action (unless they wish to change or revoke their prior proxy or voting instructions or change their decision as to redemption) and their votes will be counted at the
postponed Special Meeting.
FIAC and DevvStream will continue to work on closing the Business Combination as soon as possible following the satisfaction or waiver of any applicable closing
conditions.
Information regarding how to attend the Special Meeting and vote is available in the Definitive Proxy Statement filed with the Securities and Exchange Commission (the
“SEC”) on August 9, 2024. There is no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Special Meeting.
About Focus Impact Acquisition Corp.
Focus Impact Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
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 pipeline of over 140 technology-based projects worldwide, DevvStream makes it simple for corporations
and governments to address their net-zero goals while generating premium carbon credits in the process. DevvStream takes a programmatic approach to evaluating project opportunities, and co-develops projects spanning energy-efficient buildings,
facilities and homes, industrial facilities, LED systems, EV charging stations, and technologies to seal oil wells. The Company’s end-to-end proprietary solution removes the risk and complexity from every step, allowing organizations to move from
project ideation to credit monetization with ease. The result is a multi-year stream of carbon credit revenue that transforms sustainability into a financial investment. In addition, for organizations that need help to offset their most
difficult-to-reduce emissions, we also provide premium carbon credits for purchase.
On September 13, 2023, DevvStream and Focus Impact Acquisition Corp (NASDAQ: FIAC) (“Focus Impact”) announced that they have entered into a definitive business
combination agreement for a business combination that would result in the combined company (DevvStream) to be listed on Nasdaq under the ticker symbol “DEVS”. On December 11, 2023, DevvStream announced the filing of a registration statement on Form
S-4 with the U.S. Securities and Exchange Commission, which contains a preliminary proxy statement/prospectus in connection with the proposed business combination between DevvStream and Focus Impact (the “Business Combination”). Upon closing, the
Business Combination is expected to result in DevvStream being the first publicly traded carbon credit company on a major U.S. stock exchange.
Disclaimer
This Current Report includes forward-looking statements. Forward-looking statements are statements that are not historical facts and generally relate to future events
or Focus Impact’s 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, including, without limitation, Focus Impact’s, DevvStream’s and the combined company’s
expectations with respect to future performance and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the proposed transaction, 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 Focus Impact and its management, and DevvStream and its management, as the case may be, are inherently uncertain and subject to material change. New risks and uncertainties may emerge from time to time, and it is not
possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give
rise to the termination of negotiations and any subsequent definitive agreements with respect to the proposed transaction; (2) the outcome of any legal proceedings that may be instituted against Focus Impact, DevvStream, the combined company or
others; (3) the inability to complete the proposed transaction due to the failure to obtain approval of the stockholders of Focus Impact and DevvStream or to satisfy other conditions to closing; (4) changes to the proposed structure of the proposed
transaction that may be required or appropriate as a result of applicable laws or regulations; (5) the ability to meet Nasdaq’s or another stock exchange’s listing standards following the consummation of the proposed transaction; (6) the risk that
the proposed transaction disrupts current plans and operations of Focus Impact or DevvStream as a result of the announcement and consummation of the proposed transaction; (7) the ability to recognize the anticipated benefits of the proposed
transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; (8) costs related
to the proposed transaction; (9) changes in applicable laws or regulations; (10) the possibility that Focus Impact, DevvStream or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) Focus
Impact’s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; (12) various factors beyond management’s control, including general economic conditions
and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Registration Statement on Form S-4 that includes a proxy statement and prospectus of Focus
Impact (as amended, the “proxy statement/prospectus”), first filed with the SEC on December 4, 2023, as amended from time to time, and other filings with the SEC; and (13) certain other risks identified and discussed in DevvStream’s Annual
Information Form for the year ended July 31, 2023, and DevvStream’s other public filings with Canadian securities regulatory authorities, available on DevvStream’s profile on SEDAR at www.sedarplus.ca.
These forward-looking statements are expressed in good faith, and Focus Impact, DevvStream and the combined company believe 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 none of Focus Impact, DevvStream
or the combined company is under any obligation, and expressly disclaim 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 the reports, which Focus Impact has filed or will file from time to time with the SEC and DevvStream’s public filings with Canadian securities regulatory authorities. 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 Focus Impact or DevvStream and is not intended to form the basis of an investment decision in Focus Impact or
DevvStream. All subsequent written and oral forward-looking statements concerning Focus Impact and DevvStream, the proposed transaction or other matters and attributable to Focus Impact and DevvStream or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements above.
Additional Information and Where to Find It
In connection with the Business Combination, Focus Impact and DevvStream have prepared, and Focus Impact has filed with the SEC, the Registration Statement containing
the proxy statement/prospectus with respect to the combined company’s securities to be issued in connection with the Business Combination, a proxy statement with respect to the stockholders’ meeting of Focus Impact to vote on the Business
Combination and certain other related documents. Investors, securityholders and other interested persons are urged to read the definitive proxy statement/prospectus in connection with Focus Impact’s solicitation of proxies for its special meeting
of stockholders to be held to approve the Business Combination (and related matters) and general amendments thereto, because the proxy statement/prospectus contains important information about Focus Impact, DevvStream and the Business Combination.
Focus Impact commenced mailing the definitive proxy statement/prospectus and other relevant documents on August 9, 2024 to its stockholders as of July 18, 2024, the record date, for voting on the Business Combination. This communication is not a
substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Focus Impact sent to its stockholders in connection with the Business Combination. Copies of the Registration Statement, including the
definitive proxy statement/prospectus and other documents filed by Focus Impact or DevvStream with the SEC, may be obtained, free of charge, by directing a request to Focus Impact Acquisition Corp., 250 Park Avenue, Suite 911, New York, New York
10177. The definitive proxy statement/prospectus and Registration Statement can also be obtained, without charge, at the SEC’s website (www.sec.gov). Additional details relating to the proposed
Business Combination are also available in the management information circular provided to shareholders of DevvStream to seek approval of the proposed Business Combination, which was mailed to the shareholders of DevvStream on or around August 13,
2024 and was filed under DevvStream’s profile on SEDAR at www.sedarplus.ca.
Participants in the Solicitation
Focus Impact and its directors, executive officers, other members of management, and employees, may be deemed to be participants in the solicitation of proxies of
Focus Impact’s stockholders in connection with the Business Combination under SEC rules. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Focus Impact’s stockholders in connection with the
Business Combination is available in the Registration Statement and the proxy statement/prospectus included therein. To the extent that holdings of Focus Impact’s securities have changed since the amounts printed in Focus Impact’s registration
statement on Form S-1 relating to its initial public offering, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Investors and security holders may obtain more detailed information
regarding the names and interests in the Business Combination of Focus Impact’s directors and officers in Focus Impact’s filings with the SEC and in the Registration Statement, which includes the proxy statement/prospectus of Focus Impact for the
Business Combination.
DevvStream and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Focus Impact in
connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination are included in the proxy statement/prospectus of Focus Impact for the
Business Combination. You may obtain free copies of these documents as described above.
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: September 6, 2024
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FOCUS IMPACT ACQUISITION CORP.
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By:
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/s/ Carl Stanton
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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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