Form 425 - Prospectuses and communications, business combinations

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2024

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FOCUS IMPACT ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

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Delaware		001-40977		86-2433757
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

250 Park Avenue Ste 911 New York, NY		10177
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

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:

 

☒	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 Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant		FIACU		The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units		FIAC		The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50		FIACW		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 (§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 1.01

Entry into a Material Definitive Agreement.

Amendment No. 2 to the Business Combination Agreement

As previously disclosed, on September 12, 2023, Focus Impact Acquisition Corp., a Delaware corporation (“FIAC”), entered into that certain Business Combination Agreement, as amended on May 1, 2024 (the “Initial Business Combination Agreement”), by and among FIAC, Focus Impact Amalco Sub Ltd., a company existing under the laws of the Province of British Columbia (“Amalco Sub”), and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (“DevvStream”). Capitalized terms used and not otherwise defined in this report shall have the respective meanings ascribed to them in the Business Combination Agreement (as defined below). The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”

On August 10, 2024, FIAC, Amalco Sub and DevvStream entered into Amendment No. 2 to the Initial Business Combination Agreement (the “Second Amendment”), which amends the Initial Business Combination Agreement (as so amended, the “Business Combination Agreement”) to extend the Outside Date (as defined in the Business Combination Agreement) from August 11, 2024 to October 31, 2024.

A copy of the Second Amendment is filed with this Current Report on Form 8-K (this “Current Report”) as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Second Amendment is qualified in its entirety by reference thereto.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Amendment No. 2 to Business Combination Agreement, dated as of August 10, 2024, by and among FIAC, Amalco Sub and DevvStream.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: August 12, 2024

	FOCUS IMPACT ACQUISITION CORP.
	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Chief Executive Officer

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Exhibit 2.1

AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT

THIS AMENDMENT NO. 2 TO  BUSINESS COMBINATION AGREEMENT (this “Amendment No. 2”) is made and entered into as of August 10, 2024 by and among Focus Impact Acquisition Corp., a Delaware corporation (the “SPAC”), Focus Impact Amalco Sub Ltd., a company existing under the Laws of the Province of British Columbia (“Amalco Sub”), and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (the “Company” and, together with the SPAC and Amalco Sub, collectively, the “Parties” and each, individually, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

WHEREAS, the Parties entered into that certain Business Combination Agreement, dated as of September 12, 2023 (as amended by that certain Amendment No. 1 to Business Combination Agreement, dated as of May 1, 2024, by and among the Parties (“Amendment No. 1”), and such Business Combination Agreement, as may be amended and modified from time to time, including by this Amendment No. 2, the “Agreement”);

WHEREAS, the Parties desire to amend the Agreement as set forth below;

WHEREAS, Section 11.8 of the Agreement provides that the Agreement may be amended in whole or in part, by an agreement in writing executed by each of the SPAC and the Company prior to Closing; and

WHEREAS, each of the SPAC Board, the Company Board and the board of directors of Amalco Sub has approved the execution and delivery of this Amendment No. 2.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth in this Amendment No. 2, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

1.          Amendment to Section 9.1(b)(iv). Section 9.1(b)(iv) of the Agreement is hereby amended and restated in its entirety as follows:

“(iv)          the Effective Time does not occur on or prior to October 31, 2024 (the “Outside Date”); provided, that a Party may not terminate this Agreement pursuant to this Section 9.1(b)(iv) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or”.

2.          No Further Amendment. The Parties agree that, except as provided herein, all other provisions of the Agreement shall, subject to the amendments set forth in Section 1 of this Amendment No. 2, continue unmodified, in full force and effect and constitute legal and binding obligations of all Parties in accordance with its terms. This Amendment No. 2 is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. This Amendment No. 2 forms an integral and inseparable part of the Agreement.

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3.          References. All references to the “Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Agreement shall refer to the Agreement as amended by Amendment No. 1 and this Amendment No. 2. Notwithstanding the foregoing, references to the date of the Agreement (as amended hereby) and references in the Agreement to “the date hereof,” “the date of this Agreement” and terms of similar import shall in all instances continue to refer to September 12, 2023.

4.          Effect of Amendment. This Amendment No.2 shall form a part of the Agreement for all purposes, and each Party shall be bound hereby. From and after the execution of this Amendment No. 2 by the Parties, any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby. This Amendment No. 2 shall be deemed to be in full force and effect from and after the execution of this Amendment No. 2 by the Parties.

5.          Other Miscellaneous Terms. Sections 11.1 through 11.13 of the Agreement shall apply mutatis mutandis to this Amendment No. 2, as if set forth in full herein.

[Signature pages follow]

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IN WITNESS WHEREOF, the Parties have caused this Amendment No. 2 to be duly executed and delivered as of the date first written above.

	FOCUS IMPACT ACQUISITION CORP.
	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Chief Executive Officer
	FOCUS IMPACT AMALCO SUB LTD.
	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Chief Executive Officer
	DEVVSTREAM HOLDINGS INC.
	By:	/s/ Sunny Trinh
	Name:	Sunny Trinh
	Title:	Chief Executive Officer

[Signature Page to Amendment No. 2 to Business Combination Agreement]

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