Focus Impact Acquisition Corp.

10/16/2024 | Press release | Distributed by Public on 10/16/2024 14:54

Additional Proxy Soliciting Materials - Form DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 14A


Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12


Focus Impact Acquisition Corp.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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): October 16, 2024

FOCUS IMPACT ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

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: (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))

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. ☐
Item 8.01
Other Events.

On October 16, 2024, Focus Impact Acquisition Corp. (the "Company" or "FIAC") began mailing of a notice of special meeting of stockholders (the "Notice") to be held on October 31, 2024 at 3.30 pm ET as a virtual meeting. The purpose of the stockholder meeting is to amend the Company's amended and restated certificate of incorporation (the "Certificate of Incorporation") to extend the date by which FIAC has to consummate a business combination from November 1, 2024 (the "Amended Termination Date") to May 1, 2025 or a total of 6 months after the Amended Termination Date, unless the closing of a business combination shall have occurred prior thereto (the "Extension Amendment Proposal"). The approval of the Extension Amendment Proposal will give the Company additional time to complete the proposed business combination (the "Business Combination") with DevvStream Holdings Inc. ("DevvStream"), which was already approved by the Company's stockholders at a special meeting on September 13, 2024. The Extension Amendment Proposal and the adjournment proposal that will also be considered and voted on at the stockholder meeting will be more fully described in a proxy statement that will be mailed to stockholders of record prior to the stockholder meeting. Further, stockholders will be granted another opportunity to redeem their share of Class A common stock, $0.0001 par value in connection with the stockholder meeting pursuant to the Certificate of Incorporation, as will described in more details in the proxy statement that will be mailed to stockholders of record of the Company prior to the stockholder meeting.

A copy of the Notice is filed with this Current Report on Form 8-K (this "Current Report") as Exhibit 99.1 and is incorporated herein by reference, and the foregoing description of the Notice is qualified in its entirety by reference thereto.

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 FIAC'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, FIAC'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 FIAC 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 FIAC, 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 FIAC 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 FIAC 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 FIAC, DevvStream or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) FIAC'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 sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the definitive proxy statement and prospectus of FIAC related to the Business Combination, filed with the SEC on August 9, 2024, in the preliminary proxy statement related to the Extension Amendment Proposal, filed with the SEC on October 15, 2024, 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 FIAC, 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 FIAC, 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 FIAC 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 FIAC or DevvStream and is not intended to form the basis of an investment decision in FIAC or DevvStream. All subsequent written and oral forward-looking statements concerning FIAC and DevvStream, the proposed transaction or other matters and attributable to FIAC and DevvStream or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.


Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
Description
99.1
Notice of Special Meeting of Stockholders
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: October 16, 2024
FOCUS IMPACT ACQUISITION CORP.
By:
/s/ Carl Stanton
Name:
Carl Stanton
Title:
Chief Executive Officer

Exhibit 99.1
FOCUS IMPACT ACQUISITION CORP.
1345 Avenue of the Americas, 33rd Floor
New York, NY 10105

NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS
OF FOCUS IMPACT ACQUISITION CORP.
TO BE HELD ON OCTOBER 31, 2024
To the Stockholders of Focus Impact Acquisition Corp.:
NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Focus Impact Acquisition Corp., a Delaware corporation ("FIAC"), will be held on October 31, 2024, at 3:30 p.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the "Stockholder Meeting").
You can participate in the virtual Stockholder Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/focus-impact/ext2024. If you are planning on attending the Stockholder Meeting online, please promptly submit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning any proxy, so your shares will be represented at the Stockholder Meeting.
The Stockholder Meeting will be held for the purpose of considering and voting on:
(i)
an extension amendment proposal to further amend FIAC's amended and restated certificate of incorporation (the "Certificate of Incorporation") to extend the date (the "Termination Date") by which FIAC has to consummate a business combination (the "Charter Extension") from November 1, 2024 (the "Amended Termination Date") to May 1, 2025 (the "Charter Extension Date") or a total of 6 months after the Amended Termination Date, unless the closing of a business combination shall have occurred prior thereto (the "Extension Amendment Proposal"); and
(ii)
an adjournment proposal to adjourn the Stockholder Meeting to a later date or dates, if necessary, (a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock" and together with the Class A Common Stock, the "Common Stock") in the capital of FIAC represented (either in person or by proxy) at the time of the Stockholder Meeting to approve the Extension Amendment Proposal or (b) where the Board has determined it is otherwise necessary (the "Adjournment Proposal") (unless FIAC determines that it is not necessary to hold the Stockholder Meeting).
FIAC's board of directors (the "Board") has determined that October 14, 2024 (the "Record Date") be the record date for the Stockholder Meeting. You will be entitled to vote or direct votes to be cast at the Stockholder Meeting if you owned Common Stock at the close of business on the Record Date.
As previously disclosed in the Current Report on Form 8-K filed by FIAC with the U.S. Securities and Exchange Commission on September 13, 2024, stockholders of FIAC approved in connection with a special meeting of stockholders that was held on September 13, 2024 the business combination of FIAC with DevvStream Holdings Inc., which will be consummated pursuant to the Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement" and the transactions contemplated thereby, collectively, the "Business Combination"). You are not being asked to vote on the Business Combination. The purpose of the Stockholder Meeting and the Extension Amendment Proposal and the Adjournment Proposal are to give FIAC additional time to complete the Business Combination which was already approved by FIAC's stockholders.
The approval of the Extension Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the issued and outstanding shares of Common Stock. Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present in person or represented by proxy and entitled to vote thereon at the Stockholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are insufficient shares of Common Stock voted at the Stockholder Meeting to approve the Extension Amendment Proposal at the Stockholder Meeting or where the Board has determined it is otherwise necessary.
The Extension Amendment Proposal and Adjournment Proposal will be more fully described in a proxy statement that will be mailed to stockholders prior to the Stockholder Meeting. Further, you will be granted another opportunity to redeem your shares of Class A Common Stock in connection with the Stockholder Meeting pursuant to the Certificate of Incorporation, as will be more fully described in the proxy statement that will be mailed to stockholders of FIAC prior to the Stockholder Meeting.
This notice is being first mailed on or about October 16, 2024 to all stockholders of record of FIAC as of the Record Date for the Stockholder Meeting. Stockholders of record who owned Common Stock at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Stockholder Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Carl Stanton
Carl Stanton
Chief Executive Officer of Focus Impact Acquisition Corp.
October 16, 2024