[8-K] Focus Impact Acquisition Corp. Warrant Reports Material Event

Rhea-AI Filing Summary

On 31 Jul 2025 Priority Holdings, LLC, a wholly owned subsidiary of Priority Technology Holdings, Inc. (NASDAQ: PRTH), executed Amendment No. 2 to its May 2024 Credit & Guaranty Agreement with Truist Bank and a syndicate of lenders.

The amendment:

• Extends maturities: revolving commitments now mature in 5 years; term loans in 7 years from the effective date.
• Lowers pricing: Applicable Margin set at 3.75 % for SOFR loans, 2.75 % for base-rate loans, and 3.00–3.50 % for revolver draws, tied to total-net-leverage.
• Provides new capital: $50.2 million incremental term loan, $949.8 million refinancing term loan, and $30 million additional revolver capacity.
• Uses proceeds to repay in full all existing initial term loans and cover fees.

Collateral, guarantees and other terms remain substantially the same. A related press release (Ex 99.1) accompanies the filing; the full amendment is included as Ex 10.1.

Positive

• Maturity extension to 5-/7-year horizons reduces short-term refinancing risk.
• Applicable margin cut (3.75 % SOFR, 2.75 % base) lowers interest expense on a nearly $1 billion facility.
• $30 million additional revolver capacity enhances liquidity flexibility.

Negative

• Debt load remains high with $949.8 million refinancing term loan outstanding.
• Incremental $50.2 million term borrowing marginally increases leverage despite lower spreads.

Insights

Senior Credit Analyst

TL;DR Amendment extends maturities and cuts spreads, modestly improving liquidity and interest expense outlook.

By pushing the revolver to five years and term debt to seven, PRTH removes near-term refinancing risk. The 100–125 bp spread reduction directly lowers annual interest cost on nearly $1 billion of debt, a meaningful cash-flow enhancer. Incremental borrowings are limited ($50 mm term, $30 mm revolver) and largely offset by retiring the prior facility, keeping gross leverage broadly flat. Overall credit profile edges positive, warranting a +1 impact.

Risk & Compliance Specialist

TL;DR Large debt stack remains; covenant reliance shifts to leverage grid but collateral/guarantees unchanged.

Although pricing is lower, PRTH still carries roughly $1 billion of secured term debt, maintaining significant balance-sheet risk if volumes soften. The leverage-based margin grid introduces rate creep should performance falter. No covenant details were disclosed, leaving uncertainty on flexibility. Extension buys time but does not de-risk fundamentally—hence a neutral to slightly positive stance.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2025

DEVVSTREAM CORP.

(Exact name of registrant as specified in its charter)

Alberta, Canada	001-40977	86-2433757
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2108 N St., Suite 4254 Sacramento, California (Address of principal executive offices) 95816
(Zip Code)

(647) 689-6041

(Registrant’s telephone number, including area code)

(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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
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
Common shares	DEVS	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 1.01 Entry into a Material Definitive Agreement.

On August 4, 2025, DevvStream Corp., an Alberta company (formerly known as Focus Impact Acquisition Corp, the “Company”), and Helena Global Investment Opportunities 1 Ltd., a Cayman Islands exempted company (the “Investor”) entered into a second amendment (the “Amendment”) to that certain Purchase Agreement, dated October 29, 2024 (the “Purchase Agreement”).

The Amendment increased the Commitment Amount from $40,000,000 to $300,000,000 (the “Revised Commitment Amount).  The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1		Second Amendment to Purchase Agreement.
104		Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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: August 4, 2025
	DEVVSTREAM CORP.
	By:	/s/ David Goertz
	Name:	David Goertz
	Title:	Chief Financial Officer

FAQ

What did Priority Technology Holdings (PRTH) announce in its 8-K?

It entered into Amendment No. 2 of its credit agreement, extending maturities, reducing loan spreads and arranging new term and revolving debt.

How much new debt is included in Amendment No. 2?

The deal adds a $50.2 million incremental term loan, a $949.8 million refinancing term loan and $30 million in new revolving commitments.

What are the new interest rate margins for PRTH’s loans?

Margins are 3.75 % for SOFR loans, 2.75 % for base-rate loans and 3.00–3.50 % for revolving loans, based on leverage.

How does the amendment affect PRTH’s debt maturity profile?

Revolver maturity extends to 5 years and term loans to 7 years from the amendment’s effective date, pushing major repayments further out.

What will PRTH do with the refinancing proceeds?

Proceeds will fully repay all outstanding initial term loans and cover associated fees and expenses.