==DevvStream Holdings and Focus Impact Acquisition Corp (FIAC) enter SPAC business combination agreement

 

• DevvStream Holdings and Focus Impact Acquisition Corp. announced that they have entered into a definitive Business Combination Agreement for a business combination. DevvStream is a leading developer and manager of technology-based carbon credits and related sustainability solutions. DevvStream seeks to partner with governments and corporations worldwide to achieve their sustainability goals through the implementation of curated green technology projects that improve energy efficiencies, and eliminate and reduce or sequester carbon emissions, through the use of carbon credits. DevvStream also helps these organizations meet their net zero goals by providing them access to high-quality carbon credits.
• Focus Impact is a special purpose acquisition corporation focused on amplifying social impact through the pursuit of a merger or business combination with socially forward companies. The Transaction is structured as an amalgamation of DevvStream into a wholly owned subsidiary of Focus Impact, following Focus Impact's redomiciling as an Alberta company.
• Focus Impact will be renamed DevvStream Corp. and continue the business of DevvStream following the amalgamation.
• It is a condition of the Transaction that the securities of the Combined Company will be listed on the Nasdaq Stock Exchange, and the shares are expected to trade under the ticker symbol "DEVS".
• Pursuant to the Business Combination Agreement, Focus Impact will re-domicile in the Province of Alberta, Canada and a newly formed, wholly-owned subsidiary of Focus Impact will combine with DevvStream, such that, following the combination, DevvStream will continue as a wholly-owned subsidiary of Focus Impact, which will be renamed DevvStream Corp. The aggregate transaction consideration deliverable to the DevvStream stockholders shall be a number of newly issued shares of common stock (or shares of common stock issuable upon the exercise or conversion of other outstanding securities of DevvStream that are converted as a part of the transaction) of the Combined Company equal to US$145 million plus the aggregate exercise price of the outstanding DevvStream options and warrants, with each share of common stock of the Combined Company valued at US$10.20 per share for the purposes of the Transaction. Based on the aggregate transaction consideration, assuming full dilution and a U.S. dollar to Canadian dollar exchange rate of 1.34, this implies a deemed per share value of C$2.16 for DevvStream's subordinate voting shares.
• Focus Impact maintains a trust account in the amount of approximately US$60 million, as of June 30, 2023 (prior to any redemptions by its public shareholders). All proceeds to DevvStream from the proposed Transaction (after satisfaction of payments to redeeming Focus Impact shareholders and satisfaction of relevant fees, expenses and other liabilities) are expected to be used to by the Combined Company to execute its business plan and for general working capital purposes. The post-transaction enterprise value of DevvStream (prior to receipt of any proceeds from additional capital raising activity) implied by the transaction terms is US$212.8 million.