| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
DevvStream Corp. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
251936100 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 251936100 |
| 1 | Names of Reporting Persons Focus Impact Sponsor, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,888,147.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 46.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) 19,888,147 common shares of the issuer (the "Common Shares") includes (i) 5,572,900 Common Shares held of record by the Reporting Person, (ii) 10,855,040 Common Shares issuable upon the exercise for cash of 11,200,000 private placement warrants held by the Reporting Person, each whole warrant is exercisable for 0.9692 Common Shares upon payment of $1.52 per share or can be exercised on a cashless basis (the "Private Placement Warrants"), as further described in the warrant agreement, dated November 1, 2021, by and between the issuer (as successor of Focus Impact Acquisition Corp.) and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement") and publicly filed by the issuer with the U.S. Securities and Exchange Commission (the "SEC"), and (iii) 3,460,207 Common Shares issuable upon the conversion of $3,000,000 of the principal amount outstanding under the Convertible Notes (as defined below) at a floor price of $0.867 per share (subject to adjustment, as further described below, and assuming no conversion of any unpaid and accrued interest under the Convertible Notes).
(2) 46.6% is calculated by using a denominator that is equal to (i) 28,343,067 Common Shares outstanding as of January 23, 2025, as reported in the issuer's Quarterly Report on Form 10-Q filed on January 23, 2025 with the SEC, (ii) 3,460,207 Common Shares issuable upon the conversion of $3,000,000 of the principal amount outstanding under the Convertible Notes (assuming a conversion at a $0.867 per share floor price (subject to adjustment, as further described below) and assuming no conversion of any unpaid and accrued interest under the Convertible Notes), plus (iii) 10,855,040 Common Shares issuable upon an exercise for cash of the 11,200,00 Private Placement Warrants held by the Reporting Person.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: DevvStream Corp. | |
| (b) | Address of issuer's principal executive
offices: 1345 Avenue of the Americas, 33rd Floor, New York, New York, 10105 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by Focus Impact Sponsor, LLC, referred to herein as the "Reporting Person." | |
| (b) | Address or principal business office or, if
none, residence: 345 Avenue of the Americas, 33rd Floor
New York, New York 10105 | |
| (c) | Citizenship: See response to Item 4 on the cover page. | |
| (d) | Title of class of securities: Common Shares | |
| (e) | CUSIP No.: 251936100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See response to Item 9 on the cover page.
As of December 31, 2024, the Reporting Person is the record holder of the reported securities. The $3,000,000 of 5.3% convertible notes issued to the reporting person on November 13, 2024 have a maturity date that is 2 years from November 13, 2024 (the "Convertible Notes"). The $3,000,000 principal loan amount and any additional accrued and unpaid interest under the Convertible Notes are convertible into Common Shares at a 25% discount to the issuer's 20-day volume weighted average share price, subject to a floor price of $0.867 per share. Certain terms of the Private Placement Warrants, such as the exercise price, have been adjusted by the issuer following the closing of the business combination of Focus Impact Acquisition Corp. and DevvStream Holdings Inc. on November 6, 2024 and as described in more details in the Warrant Adjustment Notice issued by the issuer on December 6, 2024. The Private Placement Warrants are not redeemable by the issuer and expire November 6, 2029.
There are four managers on the Reporting Person's board of managers. Each manager has one vote, and the approval of a majority is required to approve an action of the Reporting Person. As such, each manager disclaims beneficial ownership of the reported securities and the filing of this statement shall not be construed as an admission that the Reporting Person or any manager is the beneficial owner of any securities covered by this statement. | |
| (b) | Percent of class: See response to Item 11 on the cover page. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See response to Item 5 on the cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See response to Item 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See response to Item 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See response to Item 8 on the cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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