Filed by Focus Impact Acquisition Corp. pursuant to Rule 425
under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Focus Impact Acquisition Corp. (File No. 001-40977)
DevvStream and Green Cross International (GCI) to Explore Federal Projects with National Governments Aimed at Advancing Decarbonization Activities
Letter of intent between DevvStream and GCI creates a framework to collaborate with the federal governments of GCI partner nations located in Africa, Europe, and South America
VANCOUVER, BC, November 30, 2023 – DevvStream Holdings Inc. (“DevvStream” or the “Company”) (NEO:
DESG) (OTCQB: DSTRF) (FSE: CQ0), a leading carbon credit project co-development and generation firm specializing in technology-based solutions, and Green Cross International (“GCI”), a global non-governmental organization with a mission to respond to
the combined challenges of security, poverty and environmental degradation to ensure a sustainable and secure future, today announced the signing of a letter of intent to explore the implementation of decarbonization projects with GCI partner nations
located in Africa, Europe, and South America. Federal representatives of each nation will work with DevvStream and their local Green Cross National Organization (“GCNO”) to define project-specific parameters, goals, and timing. Details regarding
nation-specific pilot projects are expected to be announced in Q1 2024.
As a result of the collaboration, DevvStream will work alongside GCI and partner nations to explore opportunities for the generation of Internationally Transferred Mitigation Outcomes (“ITMOs”), a specific type of
carbon credit issued under the Paris Agreement, Article 6 framework. ITMOs are eligible to be traded to other nations and are typically in higher demand—and command higher prices—than non-ITMO voluntary carbon credits. Under any agreements with
partner nations, DevvStream would retain a portion of the carbon credits generated in exchange for services related to their development and monetization.
“Our partnership with GCI will give DevvStream global access to governments at the national level, thanks to GCI’s integrated network of governmental organizations across nearly 30 nations,” said Sunny Trinh, CEO of
DevvStream. “Our initial pilot projects will not only help our first partner nations achieve their net-zero goals by introducing advanced emissions-reducing technologies, but these projects will also provide an easily reproducible template for other
nations to follow, making our efforts even more impactful. We’re excited to get started, and we look forward to sharing more details as they’re finalized.”
GCI is an international non-governmental organization founded by President Gorbachev in 1993 to foster a global value shift toward a sustainable and secure future. GCI operates in over 30 countries and enjoys
consultative status with the United Nations Economic and Social Council, and United Nations Educational, Scientific and Cultural Organization. GCI is an admitted observer organization with the United Nations Framework Convention on Climate Change and
the Conference of the Parties to the UN Convention to Combat Desertification. It also cooperates directly with the UNEP/OCHA Environmental Emergencies Section, UN-HABITAT and other international organizations.
“The partnership between DevvStream and Green Cross International opens the door to high-quality decarbonization projects all over the planet,” said Eduardo Gutierrez, Member of the GCI Board of Directors and Former
United Nations (“UN”) Assistant Secretary General and UN Representative for Argentina, Bolivia, Brazil, Chile and Costa Rica. “The need for these actions is urgent, and excellence is a must. The joint experience of these two organizations guarantees
both. As a GCI board member, I offer my unconditional support to this collaboration, and I encourage all of our partners as well as cities and corporations to use it as a framework for prompt actions. In doing so, we would be responding to calls from
the UN, going all the way back to the Earth Summit in 1992, to give decarbonization the attention it deserves as a tool to effectively reduce Earth’s warming.”
DevvStream stakeholders can learn more about this and other initiatives during the 28th Conference of the Parties (COP28) to the UN Framework Convention on Climate Change to be held in Dubai, United Arab Emirates from
November 30 to December 12, 2023. Members of DevvStream’s leadership team will travel to Dubai to join world leaders, politicians, experts and private sector leaders for discussion of the climate crisis, and solutions at hand, on a global level.
Company representatives will share insights on the critical role that both compliance and voluntary carbon markets must play in helping governments and corporations achieve net zero goals. Interested parties can request a meeting with DevvStream via
email to the following address: COP28@devvstream.com. Note that the Company’s leadership is only available to meet from December 3 through December 8.
About Green Cross International
Formally launched in Kyoto, Japan, on April 18, 1993 by President Mikhail Gorbachev, GCI currently operates in nearly 30 countries, including Japan, the Netherlands, the Russian Federation, Sweden, Switzerland and the
United States.
GCI enjoys consultative status with the UN Economic and Social Council and UN Educational, Scientific and Cultural Organization. GCI is an admitted observer organization with the UN Framework Convention on Climate
Change and the Conference of the Parties to the UN Convention to Combat Desertification. It also cooperates directly with the UN Environmental Programme/Office for the Coordination of Humanitarian Affairs Environmental Emergencies Section, UN-HABITAT
and other international organizations. To learn more, visit www.gcint.org.
About DevvStream
Founded in 2021, DevvStream is a technology-based sustainability company that advances the development and monetization of environmental assets, with an initial focus on carbon markets. DevvStream works with
governments and corporations worldwide to achieve their sustainability goals through the implementation of curated green technology projects that generate renewable energy, improve energy efficiencies, eliminate or reduce emissions, and sequester
carbon directly from the air—creating carbon credits in the process.
About Focus Impact Acquisition Corp.
Focus Impact is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses. Focus Impact is sponsored by Focus Impact Sponsor, LLC. Focus Impact intends to focus its search on businesses that are, or seek to be positioned as, a “Social-Forward Company,” which are companies that marry operating excellence with the
desire to create social good, with the benefit of increasing attention and capital flows to such companies while amplifying their social impact.
DevvStream Media Contacts
DevvStream@icrinc.com and info@fcir.ca
Phone: (332) 242-4316
Disclaimers
Certain statements in this news release may be considered forward-looking statements. Forward-looking statements that 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 transactions, the satisfaction of the closing conditions to the proposed transactions and the timing of the completion of the proposed transactions, 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.
certain other risks are identified and discussed in. 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 transactions; (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 transactions 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
transactions 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 transactions; (6) the risk that
the proposed transactions disrupts current plans and operations of Focus Impact or DevvStream as a result of the announcement and consummation of the proposed transactions; (7) the ability to recognize the anticipated benefits of the proposed
transactions, 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 transactions; (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 Focus Impact’s final prospectus relating to its initial public offering, filed with the SEC on
October 27, 2021, and other filings with the SEC, including the Registration Statement and (13) certain other risks identified and discussed in DevvStream’s Annual Information Form for the year ended July 31, 2022, 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 intend to prepare, and Focus Impact intends to file a Registration Statement containing a 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, when available, the preliminary 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 and the definitive proxy statement/prospectus because the proxy statement/prospectus will contain important information about Focus Impact, DevvStream and the Business Combination. When available,
Focus Impact will mail the definitive proxy statement/prospectus and other relevant documents to its stockholders as of a record date to be established 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 will send to its stockholders in connection with the Business Combination. Once the Registration Statement is declared effective, 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 preliminary and definitive proxy statement/prospectus to be included in the Registration Statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
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 will be in the Registration
Statement and the proxy statement/prospectus included therein, when it is to be filed with the SEC. 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 such information will also be in the Registration Statement to be filed with the SEC, which will include 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 will be included in the proxy statement/prospectus of Focus Impact for the Business Combination when available. You may obtain free
copies of these documents as described above.
No Offer or Solicitation
This news release is for informational purposes only and does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described herein. This
news release shall also not constitute an offer to sell or the solicitation of an offer to buy the securities of Focus Impact, DevvStream or the combined company following consummation of the Business Combination, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.