[D] Focus Impact Acquisition Corp. Warrant SEC Filing

Rhea-AI Filing Summary

DevvStream Corp. filed a Form D (Rule 506(b)) with the SEC to report a private placement of debt securities and warrants/rights to acquire securities. The total offering size is $300 million; to date the company has closed $10 million with a single accredited investor, leaving $290 million available. The minimum outside investment is set at $10 million.

Sales compensation totals $371,200 payable to Cohen & Company Securities, LLC. No proceeds are earmarked for payments to executives, directors or promoters. The exemption claimed is Reg D §506(b); the issuer declines to disclose revenue size. The offering began on 18-Jul-2025 and is expected to remain open for more than one year.

Key officers include CEO Sunny Trinh, COO Chris Merkel (signatory), and CFO David Goertz. The company identifies its industry as Other Energy / Environmental Services and is incorporated in Alberta, Canada (2021). No business-combination transaction is involved.

Positive

• $10 million already raised, demonstrating initial investor interest.
• No proceeds allocated to insiders, reducing conflict-of-interest risk.
• Reasonable 3.7 % sales commission rate on first tranche.

Negative

• Only 3 % of the $300 million target secured; funding gap remains large.
• $10 million minimum investment limits investor base and may slow fundraising.

Insights

Securities Analyst

TL;DR: Form D reveals $10 m first close on $300 m Rule 506(b) debt/warrant raise; early stage, neutral impact.

The filing signals DevvStream’s intent to fund up to $300 m through a private placement, but only 3 % has been raised so far. The tenor, coupon, valuation or use-of-proceeds detail is absent, limiting visibility on financial impact. Rule 506(b) restricts general solicitation, so future capital depends on targeted accredited investors. A $10 m minimum ticket narrows the investor pool. Commission cost of 3.7 % on the current tranche is reasonable for a private deal. No insider payments reduce governance concerns. Overall, the notice provides limited data and does not materially alter valuation at this stage.

Corporate Governance Expert

TL;DR: Governance neutral—no insider proceeds, standard indemnities, but high reliance on single broker.

Management has avoided related-party proceeds, a positive governance signal. However, raising the balance of $290 m through one placement agent concentrates distribution risk. Extended offering (>12 months) implies uncertainty on funding timeline. Rule 506(b) limitations could slow capital formation. Director roster is large (6) relative to operating status, suggesting pre-commercial governance build-out. Net governance impact is neutral.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001854480

Focus Impact Acquisition Corp.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

DevvStream Corp.

Jurisdiction of Incorporation/Organization

ALBERTA, CANADA

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
DevvStream Corp.
Street Address 1		Street Address 2
2108 N ST., SUITE 4254		SUITE 2800
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SACRAMENTO	CALIFORNIA	95816	647-689-6041

3. Related Persons

Last Name	First Name	Middle Name
Trinh	Sunny
Street Address 1	Street Address 2
2108 N St., Suite 4254
City	State/Province/Country	ZIP/PostalCode
Sacramento	CALIFORNIA	95816

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Merkel	Chris
Street Address 1	Street Address 2
2108 N St., Suite 4254
City	State/Province/Country	ZIP/PostalCode
Sacramento	CALIFORNIA	95816

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operating Officer

Last Name	First Name	Middle Name
Goertz	David
Street Address 1	Street Address 2
2108 N St., Suite 4254
City	State/Province/Country	ZIP/PostalCode
Sacramento	CALIFORNIA	95816

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Stanton	Carl
Street Address 1	Street Address 2
2108 N St., Suite 4254
City	State/Province/Country	ZIP/PostalCode
Sacramento	CALIFORNIA	95816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Thorn	Wray
Street Address 1	Street Address 2
2108 N St., Suite 4254
City	State/Province/Country	ZIP/PostalCode
Sacramento	CALIFORNIA	95816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Buhler	Michael	Max
Street Address 1	Street Address 2
2108 N St., Suite 4254
City	State/Province/Country	ZIP/PostalCode
Sacramento	CALIFORNIA	95816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kukucha	Stephen
Street Address 1	Street Address 2
2108 N St., Suite 4254
City	State/Province/Country	ZIP/PostalCode
Sacramento	CALIFORNIA	95816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Piracci	Jamila
Street Address 1	Street Address 2
2108 N St., Suite 4254
City	State/Province/Country	ZIP/PostalCode
Sacramento	CALIFORNIA	95816

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

X Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-07-18				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $10,000,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
COHEN & COMPANY SECURITIES, LLC	149758
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
3 COLUMBUS CIRCLE 24TH FLOOR
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$300,000,000	USD	or Indefinite
Total Amount Sold	$10,000,000	USD
Total Remaining to be Sold	$290,000,000	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$371,200	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
DevvStream Corp.	Chris Merkel	Chris Merkel	Chief Operating Officer	2025-07-21

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much capital has DevvStream Corp. raised in this Form D offering?

$10 million of the $300 million target has been sold.

What exemption is DevvStream using for this private placement?

The company claims the Regulation D, Rule 506(b) exemption.

What securities are being offered in the DevvStream private placement?

The filing lists debt securities and warrants/rights to acquire additional securities.

What is the minimum investment for outside investors in this offering?

The minimum accepted investment is $10 million.

Are any proceeds earmarked for company executives or directors?

No. The Form D states $0 of the proceeds will be paid to related persons.

Who is acting as placement agent for the offering?

Cohen & Company Securities, LLC is listed as the broker-dealer and will receive $371,200 in commissions.