DEVS.NASDAQDevvstream CORP

10-Q: DevvStream Corp. Reports Q3 2024 Results, Completes Business Combination with Focus Impact Acquisition Corp.

Sentiment:

Quarterly Report


DevvStream Corp., formerly Focus Impact Acquisition Corp., reports a net loss for Q3 2024 and announces the completion of its business combination, marking a significant transition for the company.

Capital raiseThe company issued new convertible notes to the Sponsor and the Consultant in exchange for the cancellation and conversion of existing notes and unpaid fees.Pursuant to the ELOC Agreement, New PubCo will have the right to issue and to sell to Helena I from time to time, as provided in the ELOC Agreement, up to $40,000,000 of New PubCo Common Shares following the closing of the Business Combination and the effectiveness of the registration statement registering the New PubCo Common Shares being sold under the ELOC Agreement (the Helena I Registration Statement), and subject to the conditions set forth therein.
Worse than expectedThe company reported a net loss of $1,011,733 for Q3 2024 and $3,863,631 for the nine months ended September 30, 2024, which is worse than the previous year.The company's management identified a material weakness in internal control over financial reporting related to account reconciliations and trust account withdrawals.The company's management believes that the company may not have sufficient working capital to meet its needs during the year following this filing.

Summary

  • DevvStream Corp., formerly Focus Impact Acquisition Corp., released its financial results for the quarter ended September 30, 2024.
  • The company reported a net loss of $1,011,733 for the three months ended September 30, 2024, and a net loss of $3,863,631 for the nine months ended September 30, 2024.
  • Operating costs were $1,372,525 for the quarter and $4,065,418 for the nine-month period.
  • The company completed its business combination with DevvStream Holdings Inc. on November 6, 2024.
  • As a result of the business combination, Focus Impact Acquisition Corp. changed its jurisdiction from Delaware to Alberta, Canada, and changed its name to DevvStream Corp.
  • The company issued new convertible notes to the Sponsor and the Consultant in exchange for the cancellation and conversion of existing notes and unpaid fees.
  • The company is working with advisors to complete required filings.
  • Management believes that the company may not have sufficient working capital to meet its needs during the year following this filing.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative due to the reported net losses, identified material weakness in internal control, and concerns about working capital, offset by the completion of the business combination.

Positives

  • The business combination with Focus Impact Acquisition Corp. was completed on November 6, 2024, resulting in a change of jurisdiction and company name.
  • The company issued new convertible notes to the Sponsor and the Consultant in exchange for the cancellation and conversion of existing notes and unpaid fees.

Negatives

  • DevvStream Corp. reported a net loss of $1,011,733 for Q3 2024 and $3,863,631 for the nine months ended September 30, 2024.
  • The company's management identified a material weakness in internal control over financial reporting related to account reconciliations and trust account withdrawals.
  • The company's management believes that the company may not have sufficient working capital to meet its needs during the year following this filing.

Risks

  • The company's results of operations and ability to complete an Initial Business Combination were adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the company's control.
  • The company's business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending and geopolitical instability, such as the military conflict in the Ukraine.
  • The company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business.
  • Management believes that the company may not have sufficient working capital to meet its needs during the year following this filing.

Future Outlook

Management believes that the company may not have sufficient working capital to meet its needs during the year following this filing.

Industry Context

The completion of the business combination is a common path for SPACs seeking to bring private companies to the public market; however, the identified material weakness in internal control and concerns about working capital raise concerns about the company's ability to operate effectively.

Comparison to Industry Standards

  • It is difficult to compare DevvStream's results directly to industry standards due to its unique focus on carbon credit streaming and its recent transition from a SPAC.
  • However, the company's financial performance can be benchmarked against other companies in the environmental, social, and governance (ESG) sector, such as Aspiration Partners, which focuses on sustainable consumer solutions, and Generate Capital, which invests in sustainable infrastructure.
  • Compared to traditional energy companies, DevvStream's business model is asset-light and focused on generating revenue through carbon credit streaming rather than direct resource extraction.
  • The company's success will depend on its ability to secure long-term carbon credit streaming agreements and effectively manage its capital structure.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
DirectorVarious FIAC DirectorsMichael Max Bhler, Stephen Kukucha, Jamila Piracci, Ray Quintana and Thomas G. AndersonNovember 6, 2024Consummation of the Transactions, and in accordance with the terms of the Business Combination Agreement, each director of FIAC, other than Wray Thorn and Carl Stanton, and each officer of FIAC ceased serving in such capacities and five new directors were appointed to the Board
Chairman of the BoardRay QuintanaWray ThornNovember 7, 2024Mr. Quintana resigned from the Board as chairman and director and as director, respectively, and Wray Thorn was appointed chairman of the Board.
DirectorThomas G. AndersonNANovember 7, 2024Mr. Anderson resigned from the Board as director.

Related Party Transactions

  • The company issued new convertible notes to the Sponsor and the Consultant in exchange for the cancellation and conversion of existing notes and unpaid fees.
  • The company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support provided to the company.

Stakeholder Impact

  • Shareholders: The completion of the business combination and the subsequent performance of the company will directly impact shareholder value.
  • Employees: The integration of the two companies and the new management team will affect employees.
  • Customers: The company's ability to secure long-term carbon credit streaming agreements will impact its ability to deliver value to customers.
  • Suppliers: The company's financial stability and growth will affect its relationships with suppliers.
  • Creditors: The company's ability to manage its working capital and generate revenue will impact its ability to meet its obligations to creditors.

Next Steps

  • The company will continue to work with its advisors to complete the required filings.
  • The company will need to address the identified material weakness in internal control over financial reporting.
  • The company will need to manage its working capital effectively to meet its needs during the year following this filing.

Key Dates

DateDescription
February 23, 2021Focus Impact Acquisition Corp. was incorporated.
October 27, 2021The registration statement for the company's IPO was declared effective.
November 1, 2021The company consummated its IPO of 23,000,000 units.
August 16, 2022The Inflation Reduction Act of 2022 (the IR Act) was signed into federal law.
September 12, 2023FIAC entered into a Business Combination Agreement with DevvStream Holdings Inc.
April 25, 2023The Company held a special meeting of stockholders (the Extension Meeting) to amend the Certificate of Incorporation.
December 21, 2023The Sponsor converted 5,000,000 shares of Class B common stock into shares of Class A common stock.
December 29, 2023The Company held a special meeting of stockholders (the Second Extension Meeting) to amend the Certificate of Incorporation.
April 8, 2024Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC.
May 1, 2024FIAC, Amalco Sub and DevvStream entered into Amendment No. 1 to the Business Combination Agreement.
August 9, 2024The Company filed a definitive proxy statement/prospectus with the Securities and Exchange Commission (SEC) for the solicitation of proxies in connection with a special meeting of the Company's stockholders to be held on September 10, 2024.
August 10, 2024FIAC, Amalco Sub and DevvStream entered into Amendment No. 2 to the Business Combination Agreement.
September 6, 2024The Company determined to postpone the August 2024 special meeting until September 13, 2024.
September 10, 2024The Company filed definitive additional materials with the SEC.
September 13, 2024The Company held a special meeting relating to its proposed Business Combination.
September 30, 2024End of the reporting period for the financial results.
October 28, 2024The Company received a notice (the Delisting Notice) from the staff of the Listing Qualifications Department of Nasdaq.
October 29, 2024FIAC, DevvStream and Focus Impact Amalco Sub Ltd. entered into an amendment (the Third Amendment) to the Business Combination Agreement.
October 31, 2024FIAC held a special meeting of stockholders (the October 2024 Extension Meeting) to amend FIACs Certificate of Incorporation to extend the Termination Date from November 1, 2024 (the Amended Termination Date) to May 1, 2025.
November 4, 2024Nasdaq will suspend trading in those securities effective at the open of business.
November 6, 2024FIAC consummated the previously announced business combination with DevvStream pursuant to the Business Combination Agreement.
November 7, 2024The New PubCo Common Shares began trading on Nasdaq.
December 6, 2024New PubCo issued a notice (the Warrant Adjustment Notice) to Continental Stock Transfer & Trust Company, as warrant agent (CST), and the holders of the Warrants, notifying CST and holders of the following adjustments to the Warrants (the Warrant Adjustments).
December 27, 2024New PubCo issued 412,478 New PubCo Common Shares to certain service providers pursuant to subscription agreements, dated December 27, 2024, as consideration for services rendered to New PubCo.
January 23, 2025Date of the report.

Keywords

business combination, financial results, net loss, devvstream, focus impact, convertible notes, internal control, working capital, excise tax, redemption, warrants, common stock

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