FIAC Focus Impact Acquisition Corp. - 8-K

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on November 18, 2025, DevvStream Corp. (the “ Company ”) received a notification letter
(the “ Net Income Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that since it did not comply with
the minimum $500,000 net income requirement or the alternatives of market value of listed securities or stockholders’ equity (the “ Net Income Deficiency ”), the Company no longer complied with Listing Rule
5550(b) (the “ Net Income Requirement ”). Based on Nasdaq’s review of the compliance plan and materials submitted by the Company on January 22 and February 11, 2026, Nasdaq granted the Company an extension
until May 18, 2026 to comply with the Net Income Requirement (the “ Net Income Compliance Extension ”) .

Also as previously reported, on April 7, 2026, the Company received a separate written notification (the “ Bid Price
Notice ”) from Nasdaq indicating that because the bid price for the Company’s common shares, no par value (“ Common Shares ”), for the previous 30 consecutive business days (February 23, 2026 to April
6, 2026) had closed below the $1.00 per share minimum (the “ Bid Price Deficiency ”), the Company is no longer in compliance with Nasdaq Listing Rule 5450(a)(1) (the “ Minimum
Bid Price Rule ”). Further, the Bid Price Notice states that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that the
Company effected a reverse stock split over the prior one-year period. The Bid Price Notice further states that unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “ Panel ”), the
Company’s Common Shares would be subject to suspension/delisting.

Accordingly, the Company requested a hearing before the Panel to address the Bid Price Deficiency. Such hearing occurred on May 19, 2025.

Subsequently, on May 20, 2026, due to the expiration of the Net Income Compliance Extension, the Company received formal notification
that it has not regained compliance with the Net Income Requirement and that, accordingly, the Panel will consider the Net Income Deficiency in their decision regarding the Company’s continued listing on Nasdaq, in addition to considering the
Company’s lack of compliance with the Minimum Bid Price Rule, and suggested that the Company should present its views with respect to this Net Income Deficiency to the Panel in writing no later than May 27, 2026.

The Company intends to do so. However, there can be no assurance that the Company will be able to regain compliance or maintain its
listing on Nasdaq.

Forward-Looking Statements

This Current Report on Form 8-K (“ Current Report ”) contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation
statements regarding the Company’s intent or ability to regain compliance with the Minimum Bid Price Rule or the Net Income Requirement, the outcome of any Nasdaq hearing and appeal process and the Company’s intent or ability to maintain its common
stock’s listing on Nasdaq. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Current Report. The Company undertakes no obligation to update forward-looking statements to reflect future events
or circumstances.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.

Description

104

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