Focus Impact Acquisition Corp.

Consideration is fixed as percentages rather than share counts: Southern Energy equity converts into XCF Global Class A shares equal to 35% of the XCF Global shares outstanding immediately before the Effective Time, and each DevvStream share into its pro rata portion of a pool equal to 15%. Anticipated post-closing ownership is XCF Global holders ~66.7%, Southern Energy ~23.3%, DevvStream ~10.0%. XCF Global stockholders are also asked to raise authorised Class A common stock from 500,000,000 to 1,700,000,000 and to approve a Nasdaq 5635 issuance of 19.99% or more.

Twenty months after signing, neither side had delivered anything — no credits, no shares — so the agreement is being unwound at zero cost. For former FIAC holders the immediate effect is positive: 444,923 shares that would have been issued at a deemed $6.50 are not issued, removing dilution priced far above where such stocks typically trade. The negative reading is that a flagship carbon credit supply arrangement produced nothing over its entire life, which says something about the business model behind it.

The structure is unusual and close to circular: DevvStream receives $6,000,000 from EEME and immediately commits $5,000,000 of it to buy an identical preferred instrument in Southern Energy Renewables, so the net new cash retained is about $1,000,000. Because the preferred neither converts nor pays dividends, its only economic feature is seniority to common in liquidation, which places $5,000,000 ahead of former FIAC holders while returning them almost nothing in operating capital.

This is a suspension, not a warning, and it takes effect on June 24, 2026 whether or not an appeal is filed, because the company states an appeal does not stay the suspension. Holders would be left with a Pink Limited Market quotation, which the filing itself says may have a material adverse effect on trading price and volume. Two independent grounds, bid price and net income, mean fixing one would not restore compliance.

Current liabilities of $18,091,852 against current assets of $1,198,970 leave the company roughly fifteen times short of covering near-term obligations, and the deficit widened by about $2.48 million over the period. The $3,599,981 inducement expense on loan conversion shows the company is paying to convert debt into equity rather than repaying it, which relieves the balance sheet only by issuing shares. Management states continuation depends on raising adequate financing, and the shares trade on the Nasdaq Capital Market under DEVS.

A total shareholder return reported as Nil in both years, alongside a net loss that widened to $12.1 million, means the equity has produced nothing for holders while the burn increased - and a 1-for-10 reverse split has already been executed to keep the listing. Executive options struck at $2.32 against a $3.299 reference price are in the money, so management is compensated at levels holders have not enjoyed. The Focus Impact trust was released at the de-SPAC.

What changed: DEFM14A. The registrant is DEVVSTREAM CORP., an Alberta corporation — the post-combination successor carried on SpacBrain's Focus Impact Acquisition Corp. record, not a SPAC. It is a joint proxy statement/prospectus with XCF Global, Inc. for a Business Combination Agreement dated April 13, 2026 among XCF Global, DevvStream, Southern Energy Renewables Inc. and two Delaware merger subs: DevvStream domesticates in Delaware, then Southern Energy Merger Sub merges into Southern Energy and DevvStream Merger Sub into DevvStream, each surviving as an XCF Global subsidiary. Why it matters: Consideration is fixed as percentages rather than share counts: Southern Energy equity converts into XCF Global Class A shares equal to 35% of the XCF Global shares outstanding immediately before the Effective Time, and each DevvStream share into its pro rata portion of a pool equal to 15%. Anticipated post-closing ownership is XCF Global holders ~66.7%, Southern Energy ~23.3%, DevvStream ~10.0%. XCF Global stockholders are also asked to raise authorised Class A common stock from 500,000,000 to 1,700,000,000 and to approve a Nasdaq 5635 issuance of 19.99% or more.

What changed: DevvStream Corp., the Focus Impact Acquisition Corp. successor, entered a Mutual Termination Agreement on July 7, 2026 with Karbon-X Corp. terminating in full their Carbon Credit Forward Purchase Agreement of October 28, 2024. Under that agreement Karbon-X was to deliver CDR Global Artisan or Industrial C-Sink verified carbon credits for an aggregate price of USD $2,892,000 at $120.00 per unit, with DevvStream paying by issuing 444,923 common shares at a deemed price of USD $6.50. Neither party had performed any obligations, and the termination carries no penalty to either side. Why it matters: Twenty months after signing, neither side had delivered anything — no credits, no shares — so the agreement is being unwound at zero cost. For former FIAC holders the immediate effect is positive: 444,923 shares that would have been issued at a deemed $6.50 are not issued, removing dilution priced far above where such stocks typically trade. The negative reading is that a flagship carbon credit supply arrangement produced nothing over its entire life, which says something about the business model behind it.

What changed: DevvStream Corp., the Focus Impact Acquisition Corp. successor, entered a Securities Purchase Agreement dated June 30, 2026 with EEME Energy SPV I LLC and Southern Energy Renewables Inc., superseding a binding term sheet of June 3, 2026. EEME buys 50,000 new DevvStream Series A Non-Voting Preferred Shares for $5,000,000 plus $1,000,000 of common shares, while DevvStream buys 50,000 Southern Series A Non-Voting Preferred Shares for $5,000,000 cash. Both series are non-voting, pay no dividends and do not convert, but rank senior to common on liquidation. Why it matters: The structure is unusual and close to circular: DevvStream receives $6,000,000 from EEME and immediately commits $5,000,000 of it to buy an identical preferred instrument in Southern Energy Renewables, so the net new cash retained is about $1,000,000. Because the preferred neither converts nor pays dividends, its only economic feature is seniority to common in liquidation, which places $5,000,000 ahead of former FIAC holders while returning them almost nothing in operating capital.

What changed: On June 22, 2026 DevvStream Corp. received a letter from Nasdaq stating the Hearings Panel determined to suspend its securities, based on noncompliance with the $1.00 minimum bid price requirement under Listing Rule 5550(a)(2) and failure to demonstrate compliance with Rule 5550(b), the Net Income Rule. Absent an immediate stay, the common shares would be suspended at the open of business on June 24, 2026. The company intends to appeal under Rule 5820(a), which would not stay the suspension, and expects quotation on the Pink Limited Market under the symbol DEVS. Why it matters: This is a suspension, not a warning, and it takes effect on June 24, 2026 whether or not an appeal is filed, because the company states an appeal does not stay the suspension. Holders would be left with a Pink Limited Market quotation, which the filing itself says may have a material adverse effect on trading price and volume. Two independent grounds, bid price and net income, mean fixing one would not restore compliance.