Focus Impact Acquisition Corp. *

Focus Impact Acquisition Corp. *

Apr 23, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: DevvStream Corp.

ENTERPRISE VALUE: $212.8 million
ANTICIPATED SYMBOL: DEVS

Focus Impact Acquisition Corp. proposes to combine with DevvStream Corp.

Founded in 2021, DevvStream Holdings Inc. is a company that specializes in carbon streaming, utilizing technology-driven solutions to facilitate decarbonization. The company works on the development and monetization of environmental assets. DevvStream collaborates with governmental bodies and corporate entities globally to assist them in meeting their sustainability objectives. This collaboration involves the initiation and management of green technology projects aimed at enhancing energy efficiency and mitigating carbon emissions through the application of carbon credits.


EXTENSION – 11/1/24 – LINK

  • The SPAC approved an extension from November 1, 2024 to May 1, 2025.
    • 1,569,414 shares were redeemed in connection to both the extension vote and the completion vote.
    • No contribution will be deposited into the trust account.

SUBSEQUENT EVENT – 10/30/24 – LINK

  • The Sponsor shares will be freely tradable following the Closing of the business combination.
  • FIAC signed the Monroe Agreement, under which Crestmont Investments LLC will contribute 2,000,000 units, representing 50% of the interests in Monroe Sequestration Partners LLC, to the post-Business Combination company.
  • PIPE Agreements
    • Sponsor transferred 1,547,668 Sponsor Shares to such investors on October 29, 2024 (which will convert into 1,500,000 New PubCo Common Shares in connection with the closing of the Business Combination) and, immediately prior to the closing of the Business Combination, Helena Global Investment Opportunities I Ltd and other investors will subscribe for 201,000 shares of Class A common stock of FIAC for $2,250,000 in aggregate.
  • ELOC Agreement
    • Helena Global Investment Opportunities I Ltd entered into an agreement where the New PubCo will have the right to issue and to sell to the Investor 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.
      • As a commitment fee in connection with the execution of the ELOC Agreement, the Sponsor will transfer a certain number of Sponsor Shares to the Investor. Further, following the closing of the Business Combination and promptly following the effectiveness of the Registration Statement, New PubCo will issue to the Investor an amount of New PubCo Common Shares equal to $125,000 divided by the greater of
        • (i) the lowest one day VWAP during the five trading days immediately preceding the effectiveness date of such Registration Statement and
        • (ii) $0.75.

SUBSEQUENT EVENT – 8/12/24 – LINK

  • The Outside date was extended from August 11, 2024 to October 31, 2024.

EXTENSION – 1/5/24 – LINK

  • The SPAC approved an extension from January 1, 2024 to November 1, 2024.
    • 3,985,213 shares were redeemed for $10.95/Share.
    • $0.02/Share per month extended will be deposited into the trust account.

TRANSACTION

  • 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.
  • 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.
    • This assumes a 66% redemption rate from the trust account at closing from the investor presentation.
  • DevvStream is expected to delist from the Cboe Canada stock exchange on closing.

fiac


SPAC FUNDING

  • The investor presentation mentioned an assumed $33M raised via PIPE.
  • Amended 10/30/24
    • PIPE Agreements
      • Sponsor transferred 1,547,668 Sponsor Shares to such investors on October 29, 2024 (which will convert into 1,500,000 New PubCo Common Shares in connection with the closing of the Business Combination) and, immediately prior to the closing of the Business Combination, Helena Global Investment Opportunities I Ltd and other investors will subscribe for 201,000 shares of Class A common stock of FIAC for $2,250,000 in aggregate.
    • ELOC Agreement
      • Helena Global Investment Opportunities I Ltd entered into an agreement where the New PubCo will have the right to issue and to sell to the Investor 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.
        • As a commitment fee in connection with the execution of the ELOC Agreement, the Sponsor will transfer a certain number of Sponsor Shares to the Investor. Further, following the closing of the Business Combination and promptly following the effectiveness of the Registration Statement, New PubCo will issue to the Investor an amount of New PubCo Common Shares equal to $125,000 divided by the greater of
          • (i) the lowest one day VWAP during the five trading days immediately preceding the effectiveness date of such Registration Statement and
          • (ii) $0.75.

SPONSOR LETTER

  • IAC Sponsor will give up 10% (575,000) of its SPAC Class B Shares when the Continuance is completed.
    • In addition, with FIAC Sponsor’s permission, it may also give up to 30% (1,725,000) of its SPAC Class B Shares and/or warrants for financing or non-redemption agreements.

LOCK-UP

  • Company and Sponsor
    • One year from the Closing date or if the share price equals or exceeds $12.00 for 20/30 trading days at least 150 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition.

NOTABLE CONDITIONS TO TERMINATION

  • If the required approvals aren’t obtained, if laws or orders prevent the arrangement, if the effective time doesn’t happen by June 12, 2024 (with a possible 30-day extension), or if the SEC doesn’t approve the registration statement by the outside date, the agreement may be terminated.
    • The Outside date was extended from August 11, 2024 to October 31, 2024. LINK

ADVISORS

  • Company
    • Morrison & Foerster LLP and McMillan LLP served as legal counsel.
  • SPAC
    • Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), served as exclusive financial advisor, lead capital markets advisor and placement agent.
    • Kirkland & Ellis LLP and Stikeman Elliott LLP served as legal counsel.

EXTENSION – 4/27/23 – LINK

  • The SPAC approved the extension from May 1, 2023 to August 1, 2023, and the option to further extend the date by which it has to consummate a business combination beyond August 1, 2023 up to nine times for an additional one-month each time to May 1, 2024.
    • 17,297,209 shares were redeemed for $10.40 per share.
    • $487.5K will be deposited into the trust account to extend until 8/1/23; $162.5K per month will be deposited thereafter as needed.

SUBSEQUENT EVENT – 4/24/23 – LINK

  • The SPAC adjourned the Extension Meeting, without conducting any other business, and will reconvene the Extension Meeting at 4:00 p.m., Eastern Time, on April 25, 2023.

MANAGEMENT & BOARD


Executive Officers

Carl Stanton, 52
Chief Executive Officer

Carl brings nearly three decades of experience in leading companies across transformative Private Equity/Alternative Asset management with a proven track record in creating shareholder value. Carl has unique knowledge and skills across all facets of Asset Management. He is a team builder and has managed and co-led two Alternative Asset Management firms totaling over $4.5 billion AUM, and has delivered best-in-class investment performance results along with colleagues over multiple funds. He has advised CEOs, CFOs, and Boards of Directors of multiple companies and spread managerial, financial, and strategic best practices with demonstrated expertise in value creation strategies including revenue growth strategies, industry transformation, cost control, supply chain management, and technology best practices. Carl has also served as Board Member to more than 15 portfolio companies across Industrial Products & Services, Transportation & Logistics and Consumer industries. Carl is former Managing Partner and Head of Private Equity for Invesco Private Capital, a division of Invesco, Ltd. (NYSE: IVZ), which managed private investment vehicles across private equity, venture capital, and real estate. At Invesco Private Capital, Carl was responsible for overseeing multiple alternative asset investment Funds and served as Chair of Investment Committee for domestic PE efforts. Prior to Invesco, Carl served as Managing Partner and co-owner at Wellspring Capital Management LLC, a private equity investment firm focused on control investments in growing companies in the industrial products & services, healthcare and consumer industries. He oversaw and approved all investments as a member of the Investment Committee. At the time of his retirement in 2015, the firm had invested more than $2.5 billion in 35 platform companies and achieved top-tier investment results. Currently, Carl serves as the Founder of cbGrowth Partners, which focuses on sustainable investments, and serves as Advisor to Auldbrass Partners. Previously, Carl worked at Dimeling, Schreiber & Park, Peter J Solomon & Co, Associates, and Ernst & Young Corporate Finance LLC. Mr. Stanton holds a BS degree in Accounting from the University of Alabama and an MBA degree from Harvard Business School. He resides in New York with his family and serves as Trustee, Treasurer and Head of Finance and Endowment Committee of Christ Church United Methodist, a nonprofit organization. He also serves as Board of Visitors at the University of Alabama, College of Commerce.


Ernest Lyles, 42
Chief Financial Officer

Ernest Lyles is the CEO of The HiGro Group, a mission driven private equity firm focused on buyout investing in the lower middle market, which he founded in 2016. As CEO, Ernest oversees all aspects of the firm including investment activities, growth initiatives and talent management. Additionally, he serves as a board observer of EMSAR and director of DRS Imaging Services, two HiGro portfolio companies. Prior to founding The HiGro Group, Ernest spent a decade as an investment banker with UBS Investment Bank where his tenure included advising some of the world’s most notable corporations and private equity firms. As the head of technology and business services at UBS Investment Bank, Ernest became the most senior African-American investment banker within the firm’s industry coverage groups. Ernest serves as a director on the boards of the Citizens Committee for New York, Scan / Harbor, Manhattan Country School and the West Harlem Development Corporation. Ernest also is a member of the New York Economic Club and Founder of the UTULIVU Group, a mission driven non-profit focused on the continuity of holistic achievement by high performing Black men. Ernest attended The Howard University School of Law in Washington DC and Shepherd University in West Virginia.


Wray Thorn, 50
Chief Investment Officer

Mr. Thorn is the Founder and Chief Executive of Clear Heights Capital, a private investment firm committed to helping companies realize their growth and development objectives. Wray is deeply involved in building and leading businesses to source, structure, finance and make private investments as well as helping companies, organizations and executives realize their growth and development objectives. With over two decades of experience as a Chief Investment Officer, investment leader and lead director, Wray has firsthand knowledge of investment firm leadership, private investing and company value creation. Wray has also been at the forefront of proactive ESG principals, putting people first in private investing as well as applying data and technology to innovate private investing. Prior to founding Clear Heights Capital, Wray was Managing Director and Chief Investment Officer – Private Investments at Two Sigma Investments. Wray architected and led the firm’s private equity (Sightway Capital), venture capital (Two Sigma Ventures) and impact (Two Sigma Impact) investment businesses as Chief Executive and Chief Investment Officer of TSPI, LP and Chair & Venture Partner of TSV. During his 9-year tenure, Wray grew the private investment businesses to nearly $4 billion in AUM and 90 team members, with the dual objectives of building differentiated direct private investment businesses that capitalized on Two Sigma’s capabilities in data science and technology through which a portion of the firm’s proprietary capital could be invested alongside external investor capital. Before Two Sigma, Wray was a Senior Managing Director with Marathon Asset Management, where he was a senior member of the investment team, developed the firm’s private equity investment activities and played a role in many new business opportunities and capital formation initiatives for the firm. Prior to joining Marathon, Wray evaluated and executed management buyout transactions as a Director with Fox Paine & Co. and as a Principal at Dubilier & Co. Wray began his career in the financial analyst program at Chemical Bank (today, J.P. Morgan) as an Associate in the Acquisition Finance Group. Wray has been involved in approximately 290 transactions, add-on acquisitions, realizations, corporate financings, fundraisings and other principal transactions with aggregate consideration in excess of $32 billion, including direct private equity, venture and third-party managed fund investments representing more than $2.8 billion in invested capital. Wray has been a part of driving shareholder value creation and corporate growth as member of boards and committees of more than 30 companies and investment funds, across industries including technology, financial services, education, consumer services and real assets. Wray is committed to giving back to the community, serving as Co-Chair of the Board of Youth, INC, as a grant monitor and event committee chair for Hour Children, as an Associate of the Harvard College Fund and previously as the founding President of the Saint Stephen of Hungary School Foundation. In his 15+ years working with Youth, INC, a venture philanthropy organization in New York City, Wray has engaged in many aspects of the organization’s growth and development including recruiting senior leadership, leading strategic planning initiatives, chairing the governance and compensation committees and being a part of raising more than $100 million to transform the lives of NYC youth by empowering more than 175 grass-roots non-profits that serve them. Wray earned an A.B. from Harvard University.


Board of Directors

Westley Moore, 42 [Resigned 11/16/22]
Chairman

Wes Moore is the chief executive officer of Robin Hood Foundation, one of the nation’s largest anti-poverty focused charities. Before becoming CEO at Robin Hood, Wes was the founder and CEO at BridgeEdU, an education platform based in Baltimore addressing the college completion and job placement crisis by reinventing freshman year for underserved students. BridgeEdU was acquired by Edquity, a Brooklyn-based student financial success and emergency aid firm, in June 2019. Wes also served as a White House Fellow to Secretary of State Condoleezza Rice and, prior to that, served as a captain and paratrooper with the U.S. Army’s 82nd Airborne Division, including a combat deployment to Afghanistan. Wes has also worked in finance as an investment banker with Deutsche Bank in London and with Citigroup in New York. Wes earned an MLitt in International Relations from Oxford University as a Rhodes Scholar in 2004, and he graduated Phi Theta Kappa from Valley Forge Military College in 1998 and Phi Beta Kappa from Johns Hopkins University in 2001. Wes is also the author of The New York Times bestseller “The Other Wes Moore,” which has been optioned by executive producer Oprah Winfrey and HBO to be made into a movie, as well as four other bestselling books, “The Work,” “Discovering Wes Moore,” “This Way Home” and the recently released, “Five Days.”


Howard Sanders, 54
Director

Howard Sanders is the managing member of Auldbrass Partners, a growth-focused private equity firm investing primarily in secondaries transactions, which he founded in 2011. Howard heads Auldbrass Partners’ transactional sourcing, deal execution, investment strategy and business development. He has led successful Auldbrass Partners investments in SaaS (Software as a Service), PaaS (Platform as a Service), Tech-enabled manufacturing and services, Healthcare and EdTech companies. Before founding Auldbrass Partners, Howard was a managing director at Citigroup where he was responsible for managing and directing Citi Holdings’ proprietary investments in private equity, hedge funds and real estate. Prior to Citi, Howard was a vice president in mergers and acquisitions for Deutsche Bank (a successor to James D. Wolfensohn and Co.). He also previously served as an adjunct professor at Columbia Business School. Howard is currently a board member of the Partnership for New York City Foundation, the Riverside Church in the City of New York and the Undergraduate Executive Board of the Wharton School at the University of Pennsylvania. He holds an MBA from Harvard University and a BS from the Wharton School at the University of Pennsylvania.


Troy Carter, 48
Director

Troy Carter is the founder and CEO of Q&A, a music technology company focused on building software solutions for recording artists via distribution and analytics. He also serves as an advisor to the NBA Players Association and The Prince Estate. Prior to founding Q&A, Troy was Global Head of Creator Services at Spotify from 2016 to 2018 and then served in a consulting role for CEO Daniel Ek until 2019. Troy serves on the boards of WeTransfer and SoundCloud, and served as an advisor to Lyft. He is also an active early stage investor, including in companies such as Uber, Lyft, Dropbox, Spotify, Slack, Warby Parker, Gimlet Media, and Thrive Market. Troy previously founded the entertainment company, Atom Factory, in 2008, where he worked with Lady Gaga, John Legend and Meghan Trainor. Troy is an executive member on the board of trustees at Aspen Institute and as well as a Henry Crown Fellow. In addition, he is a member of the United Nations Foundation Global Entrepreneurs Council. Troy also has served on the boards of directors of Los Angeles County Museum of Contemporary Art, Los Angeles Mayor’s Council for Technology & Innovation and CalArts. Troy has previously been included on Fast Company’s list of most creative people and on Billboard’s Power 100 list, an annual ranking the music industry’s top influencers.


Jerri DeVard, 62 [Resigned 1/26/22]
Director

Jerri DeVard is the founder of the Black Executive CMO Alliance (BECA), an alliance designed to champion corporate diversity and help build the next generation of C-suite marketing executives. Prior to founding BECA, Jerri was an executive at Office Depot, Inc. from 2017 to 2020, serving as the executive vice president and chief customer officer, where she was responsible for eCommerce, customer service, all marketing functions, data & analytics and communications and events, and prior to that, as the chief marketing officer. Before moving to Office Depot, Jerri served as chief marketing officer of The ADT Corporation, a leading provider of home and business security services, from 2014 to 2016 and, prior to that, as executive vice president, CMO for Nokia and was based in Helsinki and London. Additionally, Jerri has held senior marketing roles as SVP-Verizon Communications, CMO-Citibank, VP-Revlon, VP-Harrah’s Entertainment, the NFL and General Mills, formerly the Pillsbury Company. Jerri currently serves as a director on the boards of Under Armour Inc., Cars.com and Roots Insurance. Previously, she served on the boards of directors of ServiceMaster, Belk, Gurwitch Products, Tommy Hilfiger and the advisory board of PepsiCo. Jerri is a graduate of Spelman College, where she served as a member of the Board of Trustees and received her MBA from Clark Atlanta University Graduate School of Business. Jerri has been selected by Black Enterprise as one of the 75 Most Powerful Blacks in Corporate America and 50 Most Powerful Women in Business, named by AdAge as a Rockstar CMO and Power Player and 50 Women to Watch by the WSJ.


Dawanna Williams, 52
Director

Mr. Ornee is currently a partner at De Jong Capital LLC, a family office with a focus on emerging markets, special situations, and FinTech investments. Mr. Ornee has broad expertise in data analytics and operations, having led the Data Operations and Client Operations groups for S&P Global Market Intelligence from 2015-2020. Prior to S&P, Mr. Ornee led the Research & Product Operations teams from 2008-2015 at SNL Financial, a financial data and analytics provider. Mr. Ornee also served as a portfolio manager and trader from 2007-2008 for the Bentford Group, a global macro hedge fund. Mr. Ornee began his financial services career as a real estate investment banker and worked for FBR Capital Markets from 2006-2007. Prior to FBR, he served as an officer and pilot in the United States Navy from 1997-2006. Mr. Ornee earned an MS degree in Finance from Johns Hopkins University, and a BS degree in Economics from the United States Naval Academy.