What changed in this filing

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Item 1. Business

2024-04-08 compared with 2023-04-06 · 816 added, 577 removed, 493 unchanged (74% of the section changed)

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responsibility-oriented attract 25% more applicants, and those who they attract are more productive and produce higher quality work.

Another study by a marketing agency found that 79% of Americans surveyed say they are more loyal as customers

to purpose-driven brands than traditional brands.

Another study by a marketing agency found that 79% of Americans surveyed say they are more loyal as customers to

purpose-driven brands than traditional brands.

There is additional evidence that diversity of leadership correlates positively with financial performance and innovation;

firms that invest in employee development have less churn and

firms that invest in employee development have less churn and outperform;

and a robust ESG framework mitigates risks.

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We also believe there are a large number of potential Social-Forward Companies.

To narrow our search, we plan to

focus on high-growth businesses in the education technology (EdTech), technology-enabled manufacturing and services, financial technology (FinTech) and healthcare technology (Health Tech) sectors, as well as on compelling companies in these

or other sectors led by, founded by or serving BIPOC or women.

As we discuss in more detail below, our four target sectors had an estimated combined global market size, measured by revenues, of approximately $688 billion at the time of our

initial public offering, and the universe of BIPOC- and women-led or focused businesses expands our target pool further.

Within this universe, we will identify companies well-positioned to generate financial and social value when provided

access to public markets, support from our leadership and our strategic partners and networks.

To narrow our search, we plan to focus on high-growth businesses in the education technology (EdTech),

technology-enabled manufacturing and services, financial technology (FinTech) and healthcare technology (Health Tech) sectors, as well as on compelling companies in these or other sectors led by, founded by or serving BIPOC or women.

discuss in more detail below, our four target sectors had an estimated combined global market size, measured by revenues, of approximately $688 billion at the time of our initial public offering, and the universe of BIPOC- and women-led or

focused businesses expands our target pool further.

Within this universe, we will identify companies well-positioned to generate financial and social value when provided access to public markets, support from our leadership and our strategic

partners and networks.

We believe that many companies in our four target sectors are either providing or capable of providing greater access for disadvantaged populations to essential services and opportunities in

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While we may pursue an initial business combination in any industry or geographic location, we intend to focus our search in the United States.

We have not selected any business combination

target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

Our target business does not need to already be a leader relative to its peers in terms

of social forward-best practices.

Our target business does not need to already be a

leader relative to its peers in terms of social forward-best practices.

We intend to work with the target to unlock the value of its social investments in its business model, leadership, employees or commitment to its community.

Proposed Business Combination

On September 12, 2023, we entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the

transactions contemplated thereby, collectively, the “ Business Combination ”), by and among FIAC, Focus Impact Amalco Sub Ltd., a company existing under the laws of the Province of British Columbia (“ Amalco Sub ”) and DevvStream

Holdings Inc., a company existing under the Laws of the Province of British Columbia (“ DevvStream ”).

Pursuant to the Business Combination Agreement, among other things FIAC will acquire DevvStream for consideration of shares in FIAC

following its continuance to the Province of Alberta (as further explained below).

The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to

the mergers and the other transactions contemplated thereby, are summarized below.

Structure of the Business Combination

The acquisition is structured as a continuance followed by an amalgamation transaction, resulting in the following:

prior to the effective time of the Amalgamation (as defined below) (the “ Effective Time ”), FIAC will continue (the “ FIAC Continuance ”) from the State of Delaware under the Delaware General

Corporation Law (“ DGCL ”) to the Province of Alberta under the Business Corporations Act (Alberta) (“ ABCA ”) and change its name to DevvStream Corp.

(“ New PubCo ”).

following the FIAC Continuance, and in accordance with the applicable provisions of the Plan of Arrangement and the Business Corporations Act (British Columbia) (the “ BCBCA ”), Amalco Sub and DevvStream

will amalgamate to form one corporate entity (“ Amalco ”) in accordance with the terms of the BCBCA (the “ Amalgamation ”), and as a result of the Amalgamation, (i) each multiple voting share of DevvStream, without par value

(the “ Multiple Voting Company Shares ”) and each subordinate voting share of DevvStream, without par value (the “ Subordinated Voting Company Shares ” and together with the Multiple Voting Company Shares, the “ Company Shares ”)

issued and outstanding immediately prior to the Effective Time will be automatically exchanged for that certain number of common shares of New PubCo (“ New PubCo Common Shares ”) equal to the applicable Per Common Share Amalgamation

Consideration (as defined below), (ii) each option to purchase Company Shares (each a “ Company Option ”) and each restricted stock unit representing the right to receive payment in Company Shares (a “ Company RSU ”) issued and

outstanding immediately prior to the Effective Time will be cancelled and converted into an option to purchase a number of New PubCo Common Shares (“ Converted Options ”) and New PubCo restricted stock units, representing the right

to receive a number of New PubCo Common Shares (“ Converted RSUs ”), respectively, in an amount equal to the Company Shares underlying such Company Option or Company RSU, respectively, multiplied by the Common Conversion Ratio (as

defined below, and, for Company Options, at an adjusted exercise price equal to the exercise price for such Company Option prior to the Effective Time divided by the Common Conversion Ratio), (iii) each warrant exercisable for Company

Shares (a “ Company Warrant ”) issued and outstanding immediately prior to the Effective Time shall become exercisable for New PubCo Common Shares in an amount equal to the Company Shares underlying such Company Warrant multiplied by

the Common Conversion Ratio (and at an adjusted exercise price equal to the exercise price for such Company Warrant prior to the Effective Time divided by the Common Conversion Ratio), (iv) each holder of convertible notes to be issued by

DevvStream (the “ Company Convertible Notes ”), if any, issued and outstanding immediately prior to the Effective Time will first receive Company Shares and then New PubCo Common Shares in accordance with the terms of such Company

Convertible Notes and (v) each common share of Amalco Sub issued and outstanding immediately prior to the Effective Time will be automatically exchanged for one common share of Amalco (the FIAC Continuance and the Amalgamation, together

with the other transactions related thereto, the “ Proposed Transactions ”).

The “ Per Common Share Amalgamation Consideration ” means (i) with respect to each Multiple Voting Company Share, an amount of New PubCo Common Shares equal to (a) ten (10),

multiplied by (b) the Common Conversion Ratio, and (ii) with respect to the Subordinated Voting Company Share, an amount of New PubCo Common Shares equal to the Common Conversion Ratio.

The “ Common Conversion Ratio ” means, in respect of a

common share of DevvStream, the number equal to the Common Amalgamation Consideration divided by the Fully Diluted Common Shares Outstanding.

The “ Common Amalgamation Consideration ” means (a)(i) $145 million plus (ii) the aggregate

exercise price of all in-the-money Company Options and Company Warrants outstanding immediately prior to the Effective Time (or exercised in cash prior to the Effective Time) divided by (b) $10.20.

The “ Fully Diluted Common Shares Outstanding ”

means, without duplication, at any measurement time (a)(i) ten (10), multiplied by (ii) the aggregate number of Multiple Voting Company Shares that are issued and outstanding, plus (b) the aggregate number of Subordinated Voting Company Shares

that are issued and outstanding, plus (c) the aggregate number of Subordinated Voting Company Shares to be issued pursuant to the exercise and conversion of the Company Options in accordance therewith, plus (d) the aggregate number of

Subordinated Voting Company Shares to be issued pursuant to the exercise and conversion of the Company Warrants in accordance therewith, plus (e) the aggregate number of Subordinated Voting Company Shares to be issued pursuant to the vesting of

the Company RSUs in accordance therewith.

Simultaneously with the execution of the Business Combination Agreement, FIAC and the sponsor entered into a Sponsor Side Letter (as defined below), pursuant to which, among other things, the sponsor

agreed to forfeit (i) 10% of its founder shares effective as of the consummation of the FIAC Continuance at the closing of the Proposed Transactions and (ii) with the sponsor’s consent, up to 30% of its founder shares and/or private

placement warrants in connection with financing or non-redemption arrangements, if any, entered into prior to consummation of the Business Combination.

Pursuant to the Sponsor Side Letter, the sponsor also agreed to (1) certain transfer

restrictions with respect to our securities, lock-up restrictions (terminating upon the earlier of:

(A) 360 days after the closing date of the Business Combination (the “ Closing Date ”), (B) a liquidation, merger, capital stock

exchange, reorganization or other similar transaction that results in all of New PubCo’s stockholders having the right to exchange their equity for cash, securities or other property or (C) subsequent to the Closing Date, the closing

price of the New Pubco Common Shares equaling or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period

commencing at least 150 days after the closing of the Business Combination (the “ Closing ”)) and (2) to vote any FIAC shares held by it in favor of the Business Combination Agreement, the arrangement resolution and the Proposed

Transactions, and provided customary representations and warranties and covenants related to the foregoing.

In addition, contemporaneously with the execution of the Business Combination Agreement, DevvStream, FIAC and each of Devvio, Inc., the majority and controlling shareholder of DevvStream, and DevvStream’s

directors and officers (the “ Core Company Securityholders ”) entered into Company Support & Lock-Up Agreements (the “ Company Support Agreements ”), pursuant to which, among other things, (i) each of the Core Company

Securityholders agreed to vote any Company Shares held by him, her or it in favor of the Business Combination Agreement, the arrangement resolution and the Proposed Transactions, and provided customary representations and warranties and

covenants related to the foregoing, and (ii) each of the Core Company Securityholders has agreed to certain transfer restrictions with respect to DevvStream securities prior to the Effective Time and lock-up restrictions with respect to

the New PubCo Common Shares to be received by such Core Company Securityholder under the Business Combination Agreement, which lock-up restrictions are consistent with those agreed to by the sponsor in the Sponsor Side Letter.

Consideration

The aggregate consideration to be paid to DevvStream shareholders and securityholders is that number of New PubCo Common Shares (or, with respect to Company Options, Company RSUs and Company

Warrants, a number of Converted Options, Converted RSUs and Converted Warrants consistent with the aforementioned conversion mechanics) equal to (a) (i) $145 million plus (ii) the aggregate exercise price of all in-the-money options and warrants

immediately prior to the Effective Time (or exercised in cash prior to the Effective Time) divided by (b) $10.20 (the “ Share Consideration ”).

The Share Consideration is allocated among DevvStream shareholders and securityholders as set

forth in the Business Combination Agreement.

The Closing will be on a date no later than two business days following the satisfaction or waiver of all of the closing conditions.

It is expected that the Closing will occur on or before June

Representations, Warranties and Covenants

The Business Combination Agreement contains customary representations, warranties and covenants of (a) DevvStream and (b) FIAC and Amalco Sub relating to, among other things, their ability and

authority to enter into the Business Combination Agreement and their capitalization and operations.

Conditions to Closing

General Conditions

The obligation of the parties to consummate the Proposed Transactions is conditioned on, among other things, the satisfaction or waiver (where permissible) by FIAC and DevvStream of the following

(a) the stockholders of FIAC have approved and adopted the SPAC Shareholder Approval Matters (as defined in the Business Combination Agreement);

(b) the shareholders of DevvStream have approved and adopted the Company Shareholder

Approval Matters (as defined in the Business Combination Agreement);

(c) absence of a law that makes the Proposed Transactions illegal or otherwise prohibits or enjoins the parties from consummating the same;

(d) the registration statement has

been declared effective by the SEC;

(e) the New PubCo Common Shares have been approved for listing on Nasdaq;

(f) shareholders of DevvStream have approved and adopted the arrangement resolution in accordance with the Interim Order;

Interim Order and the Final Order (as such terms are defined in the Business Combination Agreement) have been obtained on terms consistent with the Business Combination Agreement and (h) the FIAC Continuance has been consummated.

FIAC and Amalco Sub Conditions to Closing

The obligations of FIAC, and Amalco Sub to consummate the Proposed Transactions are subject to the satisfaction or waiver by FIAC (where permissible) of the following additional conditions:

The (i) Company Specified Representations (as defined in the Business Combination Agreement) are true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse

Effect” or any similar limitation set forth therein) in all material respects as of the date of the Business Combination Agreement and on and as of the Closing Date immediately prior to the Effective Time as if made on the Closing Date

immediately prior to the Effective Time (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct in all material respects on and as of such earlier date),

(ii) representations and warranties set forth in Article V (other than Section 5.5), are true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth

therein) as of the date of the Business Combination Agreement and on and as of the Closing Date immediately prior to the Effective Time as if made on the Closing Date immediately prior to the Effective Time (except to the extent such

representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, in each case, the failure of such representations and warranties to be so true and

correct, has not had a Company Material Adverse Effect (as defined in the Business Combination Agreement) and (iii) the representations and warranties of DevvStream contained in Section 5.5 shall be true and correct, except for any de

minimis failures to be so true and correct, as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date (except to the extent such representations and warranties expressly relate

to an earlier date, and in such case, shall be true and correct, except for any de minimis failures to be so true and correct, on and as of such earlier date) (collectively, the “ DevvStream Representation Condition ”).

DevvStream shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to

the Closing Date (the “ DevvStream Covenant Condition ”).

There has been no event that is continuing that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “ DevvStream MAE Condition ”).

Each of the Key Employees (as defined in the Business Combination Agreement) shall be actively employed or engaged with DevvStream as of the Closing Date.

DevvStream shall have delivered to FIAC a certificate, dated the Closing Date, signed by an executive officer of DevvStream, certifying as to the satisfaction of the DevvStream Representation Condition, the

DevvStream Covenant Condition and the DevvStream MAE Condition (as it relates to DevvStream).

DevvStream shall have delivered a certificate, signed by the secretary of DevvStream, certifying that true, complete and correct copies of its organizational documents, as in effect on the Closing Date, and

the resolutions of DevvStream’s board of directors authorizing and approving the Proposed Transactions are attached to such certificate.

DevvStream shall have delivered counterparts of the Registration Rights Agreement (as defined below) executed by each holder of shares, options or warrants of Devvstream.

The Core Company Securityholders shall be party to a Company Support Agreement.

DevvStream shall have delivered executed counterparts of all Key Employment Agreements (as defined in the Business Combination Agreement).

DevvStream shall have delivered a properly executed certification, dated as of the Closing Date, that meets the requirements of U.S.

Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), certifying

that DevvStream is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code).

Devvstream Conditions to Closing

The obligations of DevvStream to consummate the Proposed Transactions are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

The (i) SPAC Specified Representations (as defined in the Business Combination Agreement) are true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect”

or any similar limitation set forth therein) in all material respects as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date (except to the extent such representations and

warranties expressly relate to an earlier date, and in such case, shall be true and correct in all material respects on and as of such earlier date), (ii) representations and warranties set forth in Articles III and IV (other than the

SPAC Specified Representations and those contained in Section 3.5 and Section 4.5 of the Business Combination Agreement), without giving effect to materiality, Material Adverse Effect or similar qualifications, are true and correct in

all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of

another specified date, which will be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have,

individually or in the aggregate, a SPAC Material Adverse Effect (as defined in the Business Combination Agreement) and (iii) the representations and warranties of FIAC and Amalco Sub, respectively, contained in Section 3.5 and Section

4.5 shall be true and correct, except for any de minimis failures to be so true and correct, as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date (except to the extent

such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct, except for any de minimis failures to be so true and correct, on and as of such earlier date) (the “ FIAC

Representation Condition ”).

Each of FIAC and Amalco Sub, respectively, shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or

complied with by it on or prior to the Closing Date (the “ FIAC Covenant Condition ”).

FIAC shall have delivered to DevvStream a certificate, dated the Closing Date, signed by an authorized officer of FIAC, certifying as to the satisfaction of the FIAC Representation Condition and the FIAC

Covenant Condition.

FIAC shall have delivered to DevvStream, dated the Closing Date, signed by the Secretary of FIAC certifying certifying that true, complete and correct copies of its organizational documents (after giving

effect to the FIAC Continuance), as in effect on the Closing Date, and as to the resolutions of FIAC’s board of directors unanimously authorizing and approving the Proposed Transactions and respective stockholders or members, as

applicable, authorizing and approving the Proposed Transactions.

DevvStream shall have received counterparts of the Registration Rights Agreement executed by New PubCo.

FIAC and New PubCo shall have delivered to DevvStream resignations of certain directors and executive officers of FIAC and Amalco Sub.

The Business Combination Agreement may be terminated at any time by DevvStream and FIAC with mutual written consent and by DevvStream or FIAC, respectively, as follows:

By FIAC or DevvStream, if (i) the Required Company Shareholder Approval (as defined in the Business Combination Agreement) is not obtained at Company Meeting (as defined in the Business Combination Agreement), (ii) if the required

approvals are not obtained at the SPAC Special Meeting (as defined in the Business Combination Agreement), (iii) a law or orders prohibits or enjoins the consummation of the arrangement and has become final and nonappealable, or (iv) the

Effective Time does not occur on or before June 12, 2024 subject to a one-time thirty (30)-day extension upon written agreement of the parties (provided, that, if the registration statement shall not have been declared effective by the

SEC as of the Outside Date, the FIAC shall be entitled to one sixty (60)-day extension upon notice to DevvStream) (the “ Outside Date ”) (provided, however, that the right to terminate the Business Combination Agreement under the

clause described in this clause will not be available to a party if the inability to satisfy such conditions was due to the failure of such party to perform any of its obligations under the Business Combination Agreement).

By FIAC or DevvStream if DevvStream’s board of directors or any committee thereof has withdrawn or modified, or publicly proposed or resolved to withdraw, the recommendation that DevvStream shareholders

vote in favor of DevvStream shareholder approval or DevvStream enters into a Superior Proposal (as defined in the Business Combination Agreement).

By DevvStream upon written notice to FIAC, in the event of a breach of any representation, warranty, covenant or agreement on the part of FIAC or Amalco Sub, such that the FIAC Representation Condition or

FIAC Covenant Condition would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by FIAC within 30 business days after receipt of written notice thereof, or (ii) is

incapable of being cured prior to the Outside Date;

provided, that DevvStream will not have the right to terminate if it is then in material breach of the Business Combination Agreement.

By FIAC upon written notice to DevvStream, in the event of a breach of any representation, warranty, covenant or agreement on the part of DevvStream, such that DevvStream Representation Condition or

DevvStream Covenant Condition would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by DevvStream within 30 business days after receipt of written notice

thereof, or (ii) is incapable of being cured prior to the Outside Date;

provided, that FIAC will not have the right to terminate the Business Combination Agreement if it is then in material uncured breach of the Business Combination

By FIAC upon written notice to DevvStream if there has been a Company Material Adverse Effect which is not cured by DevvStream within 30 business days after receipt of written notice thereof.

The Business Combination Agreement provides for the following with respect to expenses related to the Proposed Transactions:

If the Proposed Transactions are consummated, New PubCo will bear expenses of the parties, including the SPAC Specified Expenses (as defined in the Business Combination Agreement), all deferred expenses, including any legal fees of the FIAC initial public offering due upon consummation of a Business Combination and any Excise Tax Liability (as defined below).

The Excise Tax Liability

was incurred in connection with two meetings of the stockholders of FIAC to extend the date upon which a business combination could occur, where upon holders of an aggregate of 21,282,422 public shares of FIAC properly exercised their

right to redeem their shares.

This resulted in an excise tax liability in the amount of $2,235,006 as of December 31, 2023 (the “ Excise Tax Liability ”).

If (a) FIAC or DevvStream terminate the Business Combination Agreement as a result of a mutual written consent, the Required SPAC Shareholder Approval (as defined in the Business Combination

Agreement) not being obtained, or the Effective Time not occurring by the Outside Date or (b) DevvStream terminates the Business Combination Agreement due to a breach of any representation or warranty

by FIAC or Amalco Sub, then all expenses incurred in connection with the Business Combination Agreement and the Proposed Transactions will be paid by the party incurring such expenses, and no party will have any liability to any other

party for any other expenses or fees.

If (a) FIAC or DevvStream terminate the Business Combination Agreement due to the Required Company Shareholder Approval not being obtained or (b) DevvStream terminates the Business Combination Agreement due

to a change in recommendation, or the approval, or authorization by DevvStream’s board of directors or DevvStream entering into a Superior Proposal or (c) FIAC terminates the Business Combination Agreement due to a breach of any

representation or warranty by DevvStream or a Company Material Adverse Effect, DevvStream will pay to FIAC all expenses incurred by FIAC in connection with the Business Combination Agreement and the Proposed Transactions up to the date of

such termination (including (i) SPAC Specified Expenses incurred in connection with the transactions, including SPAC Extension Expenses (as defined in the Business Combination Agreement) and (ii) any Excise Tax Liability provided that,

solely with respect to Excise Tax Liability, notice of such termination is provided after December 1, 2023).

Sponsor Side Letter

In connection with signing the Business Combination Agreement, FIAC and the sponsor entered into a letter agreement, dated September 12, 2023 (the “ Sponsor Side Letter ”), pursuant to which

the sponsor agreed to forfeit (i) 10% of its founder shares effective as of the consummation of the FIAC Continuance at the closing of the Proposed Transactions and (ii) with the sponsor’s consent, up to 30% of its founder shares and/or private

placement warrants in connection with financing or non-redemption arrangements, if any, entered into prior to consummation of the Business Combination if any, negotiated by the Effective Date.

Pursuant to the Sponsor Side Letter, the sponsor also

agreed to (1) certain transfer restrictions with respect to our securities, lock-up restrictions (terminating upon the earlier of:

(A) 360 days after the Closing Date, (B) a liquidation, merger, capital stock exchange, reorganization or other

similar transaction that results in all of New PubCo’s stockholders having the right to exchange their equity for cash, securities or other property or (C) subsequent to the Closing Date, the closing price of the New Pubco Common Shares equaling

or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing) and (2) to vote

any FIAC shares held by it in favor of the Business Combination Agreement, the arrangement resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing.

Company Support & Lock-up Agreement

In connection with signing the Business Combination Agreement, Devvstream, FIAC and the Core Company Securityholders entered into the Company Support Agreements, dated September 12, 2023,

pursuant to which (i) each of the Core Company Securityholders agreed to vote any Company Shares held by him, her or it in favor of the Business Combination Agreement, the arrangement resolution and the Proposed Transactions, and provided

customary representations and warranties and covenants related to the foregoing, and (ii) each of the Core Company Securityholders has agreed to certain transfer restrictions with respect to DevvStream securities prior to the Effective Time and

lock-up restrictions with respect to the New PubCo Common Shares to be received by such Core Company Securityholder under the Business Combination Agreement, which lock-up restrictions are consistent with those agreed to by the sponsor in the

Sponsor Side Letter.

Registration Rights Agreement

At the closing of the Business Combination, it is anticipated that the FIAC, the sponsor, and certain existing holders of Devvstream securities (the “ Legacy Devvstream Holders ”) will enter

into an Amended and Restated Registration Rights Agreement (the “ Registration Rights Agreement ”), pursuant to which, among other things, the Legacy Devvstream Holders and the sponsor will be granted customary registration rights with

respect to shares of the post-Business Combination company.

For additional information about the Business Combination, please refer to our registration statement on Form S-4 initially filed with the SEC on December 4, 2023, as amended from time to time.

Our mission is to amplify social impact by elevating the profile of Social-Forward Companies in public markets.

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aligned with UN SDGs Three, Four, Eight and Ten in their business models, leadership, investment in employees or commitment to community.

It is our conviction that our process of identifying and investing in a Social-Forward Company will drive an increase of attention and equity capital towards this company specifically and

similar companies in general;

It is our conviction that our process of identifying and investing in a Social-Forward Company will drive an increase of attention and equity capital towards this company specifically and similar

companies in general;

increase awareness of social issues related to SDGs Three, Four, Eight and Ten;

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Our focus on Social-Forward Companies aligns with what we believe are prominent and long-term social and economic trends.

We assert that a confluence of factors creates opportunities for a

blank check company such as ours.

There is a growing body of evidence that companies with a strong social profile-that is, those with a commitment

to the “S” in ESG-outperform those with a weak social profile.

For example, data provider MSCI has found that, over a 13-year back-tested period, top quintile “S” companies in the MSCI World Index outperformed bottom quintile companies in

terms of both return and risk-adjusted return.

Non-profit organization JUST Capital has found that, for the calendar year 2021, the cumulative return of Russell 1000 companies in the top quintile when scored for workforce investment and

training outperformed the broader Russell 1000 by over 5%.

Our team members have each in her/his own context directly observed the organizational performance benefits of a social impact orientation, whether expressed in the social purpose of

a business, contributions to a community, diversity and inclusion or other ways.

Recent years have seen a surge in attention to Environmental, Social and Governance factors as indicators of

risk, opportunity and long-term, sustainable value.

According to the latest Global Sustainable Investment Alliance Review in 2020, the pool of assets seeking ESG-aligned strategies that year topped $35 trillion, and we believe this number to

have grown since then.

Many companies are also aligning around the UN SDG framework for measuring and reporting their sustainability impacts and contributions.

Per the 2020 UN Global Compact Progress Report, of the 615 companies surveyed, 84%

reported taking specific action to advance the SDGs, and only 39% of companies believed their own targets were sufficiently ambitious.

In the finance community, firms with assets under management of over $121 trillion had signed the UN

Principles for Responsible Investment as of December 2022.

While the ESG concept is gaining traction, the attention has not been equally distributed across the E, S and G

factors nor across the SDGs.

A 2017 study by the New York University Stern Center for Business and Human Rights found that the “S” factors in ESG frameworks were either too vague or too limited to provide insight into corporate performance.

In a 2021 BNP Paribas survey, 51% of the 356 respondents indicated that the “S” component was the most difficult element to incorporate into their investment analysis.

However, COVID-19 has put into sharp focus the importance of social

factors generally and unequal access to healthcare and technology among different groups in the United States in particular.

We assert that a confluence of factors creates opportunities for a blank

check company such as ours.

There is a growing body of evidence that companies with a strong social profile-that is, those with a commitment to the “S” in ESG-outperform those with a weak social profile.

For example, data

provider MSCI has found that, over a 13-year back-tested period, top quintile “S” companies in the MSCI World Index outperformed bottom quintile companies in terms of both return and risk-adjusted return.

Non-profit organization JUST Capital has

found that, for the calendar year 2021, the cumulative return of Russell 1000 companies in the top quintile when scored for workforce investment and training outperformed the broader Russell 1000 by over 5%.

Our team members have each in her/his

own context directly observed the organizational performance benefits of a social impact orientation, whether expressed in the social purpose of a business, contributions to a community, diversity and inclusion or other ways.

Recent years have seen a surge in attention to Environmental, Social and Governance factors as indicators of risk, opportunity and long-term, sustainable value.

According to the latest Global

Sustainable Investment Alliance Review in 2020, the pool of assets seeking ESG-aligned strategies that year topped $35 trillion, and we believe this number to have grown since then.

Many companies are also aligning around the UN SDG framework

for measuring and reporting their sustainability impacts and contributions.

Per the 2020 UN Global Compact Progress Report, of the 615 companies surveyed, 84% reported taking specific action to advance the SDGs, and only 39% of companies

believed their own targets were sufficiently ambitious.

In the finance community, firms with assets under management of over $121 trillion had signed the UN Principles for Responsible Investment as of December 2022.

While the ESG concept is gaining traction, the attention has not been equally distributed across the E, S and G factors nor across the SDGs.

A 2017 study by the New York University Stern Center

for Business and Human Rights found that the “S” factors in ESG frameworks were either too vague or too limited to provide insight into corporate performance.

In a 2021 BNP Paribas survey, 51% of the 356 respondents indicated that the “S”

component was the most difficult element to incorporate into their investment analysis.

However, COVID-19 has put into sharp focus the importance of social factors generally and unequal access to healthcare and technology among different groups

in the United States in particular.

We assert that the pandemic has set back our country’s progress with regard to SDGs Three, Four, Eight and Ten.

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Nasdaq has proposed new board diversity listing requirements for companies on its U.S.

exchange, and our underwriters on this transaction have both committed to

expanding capital access to under-represented and under-financed minority populations.

According to the 2020 Edelman Trust Barometer for institutional investors, “S” jumped from being the least important ESG factor in past years to the most

important factor for U.S.

exchange, and our underwriters of our initial public offering have both

committed to expanding capital access to under-represented and under-financed minority populations.

According to the 2020 Edelman Trust Barometer for institutional investors, “S” jumped from being the least important ESG factor in past years to

the most important factor for U.S.

participants of the survey.

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Education), Eight (Decent Work and Economic Growth) or Ten (Reduced Inequality).

While we believe that all the SDGs are crucial to creating a more sustainable future, we feel our team’s combined experience is most relevant to these areas, and

we further believe that there is extraordinary economic opportunity for the industries and companies addressing these themes.

While we believe that all the SDGs are crucial to creating a more sustainable future, we feel our team’s combined experience is most relevant to these areas, and we

further believe that there is extraordinary economic opportunity for the industries and companies addressing these themes.

It is our belief that companies in our target sectors can address the underlying challenges in our select SDGs.

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According to industry data, global revenues for education technology are projected to grow to over $400 billion by 2025.

Growth in the sector accelerated through the COVID-19 pandemic as schools, universities and training centers reverted to

remote learning, and we do not believe the world will return to the same degree of in-person instruction post-COVID.

We view EdTech as being essential to providing educational and up-skilling opportunities for life-long learners regardless of

where they are located.

Growth in the sector

accelerated through the COVID-19 pandemic as schools, universities and training centers reverted to remote learning, and we do not believe the world will return to the same degree of in-person instruction post-COVID.

We view EdTech as being

essential to providing educational and up-skilling opportunities for life-long learners regardless of where they are located.

accounted for 31% of global VC spending in the education sector from 2010 to the first half of 2020.

Manufacturing and Services .

According to industry data, global revenues for the tech-enabled manufacturing sector are projected to reach $385 billion by 2025.

Real-time operational optimization, robotics, robust data analytics,

enhanced safety, processes in automated communication with each other and the software to manage these new networks are driving change in the workplace.

While we expect that these trends will to some extent inevitably lead to the replacement of

labor with capital, these changes also have the potential to improve the nature of work and introduce new types of professions.

Tech-Enabled Manufacturing and Services .

According to industry data, global revenues for the tech-enabled manufacturing sector are projected to reach $385

billion by 2025.

Real-time operational optimization, robotics, robust data analytics, enhanced safety, processes in automated communication with each other and the software to manage these new networks are driving change in the workplace.

we expect that these trends will to some extent inevitably lead to the replacement of labor with capital, these changes also have the potential to improve the nature of work and introduce new types of professions.

FinTech start-ups and growth-stage companies are disrupting the delivery and operations of financial services.

In our view, such disruptive companies could not only improve the provision of financial services to existing customers but also

meaningfully expand access to financial services to previously underserved groups-including BIPOC and women.

We believe that traditional financial firms are foregoing a substantial market opportunity by failing to adequately provide services

to BIPOC and women customers.

We believe that the value of these markets will accrue to the FinTech firms expanding access to services through innovation.

In our view, such disruptive

companies could not only improve the provision of financial services to existing customers but also meaningfully expand access to financial services to previously underserved groups-including BIPOC and women.

We believe that traditional

financial firms are foregoing a substantial market opportunity by failing to adequately provide services to BIPOC and women customers.

We believe that the value of these markets will accrue to the FinTech firms expanding access to services

through innovation.

Health Tech .

The integration of application software, distributed connectivity, artificial intelligence, wearables, and personalization insights into the healthcare system is reshaping the healthcare sector.

According to industry data, the healthcare

technology sector is estimated to have generated $96.5 billion of global revenue in 2020, with North America accounting for almost 40% of this value.

A 2020 McKinsey & Company report predicted that the sustained expansion of telehealth in

the post-COVID period could shift $250 billion of U.S.

healthcare expenditures to virtual or near-virtual care in the near future, which would equate to 20% of total 2020 office, outpatient, and home health spending.

We believe that this has the potential to greatly expand access to health services and that other components of the Health Tech vertical could be equally

revolutionary.

Led by, Founded

by or Serving BIPOC and Women .

The integration of application software, distributed connectivity, artificial intelligence, wearables, and personalization insights into the

healthcare system is reshaping the healthcare sector.

According to industry data, the healthcare technology sector is estimated to have generated $96.5 billion of global revenue in 2020, with North America accounting for almost 40% of this

A 2020 McKinsey & Company report predicted that the sustained expansion of telehealth in the post-COVID period could shift $250 billion of U.S.

healthcare expenditures to virtual or near-virtual care in the near future, which would

equate to 20% of total 2020 office, outpatient, and home health spending.

We believe that this has the potential to greatly expand access to health services and that other components of the Health Tech

vertical could be equally revolutionary.

Led by, Founded by or Serving BIPOC and Women .

We know that BIPOC- and women-led or focused businesses suffer from disadvantaged access to capital.

In 2020, the share of venture capital flowing to women-founded companies fell from 2.8% in 2019 to

2.3%, per Crunchbase data.

The World Economic Form similarly reported that, investments in Black founded startups plummeted by 45% in 2022 while, the share of venture capital funding Black women was only 0.34% of all total venture capital

spent in the US.

It is our conviction that BIPOC- and women-led or focused businesses are being under-financed and under-valued, and we might choose to provide capital to a compelling business outside of our four core sectors as long as it

otherwise meets our investment criteria.

2020, the share of venture capital flowing to women-founded companies fell from 2.8% in 2019 to 2.3%, per Crunchbase data.

The World Economic Form similarly reported that, investments in Black founded startups plummeted by 45% in 2022 while, the

share of venture capital funding Black women was only 0.34% of all total venture capital spent in the US.

It is our conviction that BIPOC- and women-led or focused businesses are being under-financed and under-valued, and we might choose to

provide capital to a compelling business outside of our four core sectors as long as it otherwise meets our investment criteria.

Our target business does not need to already be a leader relative to its peers in terms of social forward-best practices.

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positioned to identify and complete an attractive business combination and can deliver upon a differentiated strategy.

The management team consists of Carl Stanton (CEO), Ernest Lyles (CFO) and Wray Thorn (CIO).

Our board of directors includes Howard Sanders (Lead Director),Troy Carter (Independent Director),

Dawanna Williams (Independent Director) and Dia Simms (Independent Director).

The management team consists of Carl Stanton (CEO and Director), Ernest Lyles (CFO) and Wray Thorn (CIO).

Our board of directors includes Howard Sanders (Lead Director), Troy Carter (Independent

Director), Dawanna Williams (Independent Director) and Dia Simms (Independent Director).

Our team is comprised of professionals with experience in investment banking, operational management, technology, marketing, corporate governance, leadership development, and other areas of

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create shareholder value in the initial business combination.

Troy Carter, Independent 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 boards of trustees at The Aspen Institute and the Los Angeles County Museum of Art 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 the 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.

Lyles II, CFO.

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 lead 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 the world’s most notable corporations and private equity

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 and Manhattan Country School.

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.

Sanders, Lead 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.

Stanton, CEO.

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.

Stanton, Chief Executive Officer and Director .

Carl is a Partner and Co-Founder of Focus Impact Partners, LLC and currently serves as our Chief

Executive Officer and director and as the Chief Executive Officer and a director of Focus Impact BH3 Acquisition Company, a special purpose acquisition corporation (Nasdaq:

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.

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;

including his current role as a Board Member of

Skipper Pets, Inc.

Carl is former Managing Partner and Head of Private Equity for Invesco Private Capital, a division of Invesco, Ltd.

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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.

and approved all investments as a member of the Investment Committee.

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.

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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 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.

Wray 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.

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.

a Principal at Dubilier & Co.

Carl’s significant experience of leading companies across transformative private equity and asset management and extensive experience with special purpose acquisition companies makes him well qualified to serve as a member of our board of

Lyles II, Chief Financial Officer .

Ernest serves as our Chief Financial Officer and as the Chief Financial Officer and a director of Focus Impact

BH3 Acquisition Company, a special purpose acquisition corporation (Nasdaq:

Ernest is also the Founder and a Managing Partner of The HiGro Group, a private equity firm focused on buyout investing in the lower middle market, which he

founded in 2016.

In addition to serving as a board member on HiGro’s portfolio companies, Ernest co-manages all aspects of the firm’s including investment activities, growth initiatives and talent development.

Prior to founding The HiGro Group, Ernest spent a decade as an investment banker with UBS Investment Bank where his tenure included advising the world’s most notable corporations and private

equity firms.

As the head of Technology Enabled Services banking practice, Ernest became the most senior African-American investment banker within the firm’s industry coverage groups.

In addition to his over $10 billion of transaction and

advisory experience, Ernest served as Head of the Diversity Task Force and Head of the Howard University recruiting team among other internal committees.

A native of Shepherdstown, West Virginia, Ernest attended public schools and earned a full merit scholarship to attend Shepherd University, where he earned a Bachelors of Science degree with

concentrations in Political Science and Business Administration.

Upon graduation, Ernest enrolled in the Howard University School of Law, where he also interned at both the JC Watts Companies.

Ernest has held expert discussions on

entrepreneurship, mentorship, private equity, impact investing and work-life balance.

His speaking engagements have included companies such as Google, HEC Paris, McGuire Woods and Nomura.

An avid art collector, Ernest has also been featured in

publications such as “The Black Market:

A Guide to Art Collecting.

Ernest currently lives in Harlem, New York, where he is actively engaged in civic and faith initiatives including Trustee to Scan Boys and Girls Harbor, Founder of The UTULIVU Alliance, Member of

the Economic Club of New York, and Fellow in the Council of Urban Professionals.

Thorn, Chief Investment Officer .

Wray is a Partner and Co-Founder of Focus Impact Partners, LLC and currently serves as our Chief Investment

Officer and as the Chief Investment Officer and a director of Focus Impact BH3 Acquisition Company, a special purpose acquisition corporation (Nasdaq:

Wray is also the Founder and Chief Executive of Clear Heights Capital, a private

investment firm committed to helping companies realize their growth and development objectives and a Board Member of Skipper Pets, Inc.

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 three decades of experience as a Chief Investment Officer, investment leader and lead director, Wray has firsthand

knowledge of investment firm leadership, private investing company value creation, asset allocation strategy and practice and risk management frameworks.

Wray has also been at the forefront of proactive impact investing and applying data and

technology to innovate private investing.

Prior to founding Focus Impact and Clear Heights, 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.

Initially on behalf of private

capital and expanding to include institutional investors, Wray grew the private investment businesses during his 9-year tenure to nearly $4 billion in AUM and 90 team members and was a leader in the creation of Hamilton Insurance Group and the

incubation of Two Sigma’s insurance technology activities, Prior to Two Sigma, Wray was a Senior Managing Director with Marathon Asset Management, where he developed the firm’s private equity investment activities and played a role in many new

business opportunities and capital formation initiatives, including the firm’s direct lending business and its participation in the US Treasury’s Legacy Securities Public-Private Investment Program..

Prior to 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.

Morgan) as an Associate in the Acquisition Finance

Wray has been involved in approximately 300 transactions, add-on acquisitions, realizations, corporate financings, fundraisings and other principal transactions with aggregate consideration in

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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.

member of boards, advisory boards and committees or as an adviser for more than 45 companies and investment funds, across industries including technology, financial services, education, consumer services and real assets.

Working with both private

capital organizations and institutional investors, Wray has architected and led multiple private investment businesses, defining investment objectives, devising strategy, recruiting team members, setting culture, developing investor and financing

relationships, and managing investment processes and decisions.

Wray is committed to giving back to the community, serving as Co-Chair of the Board of Youth, INC, as Vice Chair of the Board and Chair of the Investment Committee for Futures and Options, as a

grant monitor and event committee chair for Hour Children, and as an Associate of the Harvard College Fund.

In his 15+ years working with Youth, INC, a venture philanthropy nonprofit 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 impact 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.

Sanders, Lead Director .

Howard Sanders serves as our lead director and is the managing member of Auldbrass Partners, a growth-focused private

equity firm investing primarily in secondaries transactions, which he founded in 2011.

Sanders heads Auldbrass Partners’ transactional sourcing, deal execution, investment strategy and business development.

Sanders 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, Mr.

Sanders 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, Mr.

Sanders was a Vice President in mergers and acquisitions for Deutsche Bank (a

successor to James D.

Wolfensohn and Co.).

Sanders also previously served as an adjunct professor at Columbia Business School.

Sanders 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.

Sanders holds a Master of Business Administration from Harvard University and a Bachelor of Science from the Wharton School at the University of Pennsylvania.

We believe that Mr.

Sanders’ significant

experience in investment management leadership, company and private equity fund evaluation and analysis and investment banking leadership make him well qualified to serve as a member of our board of directors.

Troy Carter, Independent Director .

Troy serves as our independent director and is the founder and CEO of Q&A, a music technology company focused on

building software solutions for recording artists via distribution and analytics.

Troy currently serves as a director of Focus Impact BH3 Acquisition Company, a special purpose acquisition corporation (Nasdaq:

He also serves as an advisor

to the NBA Players Association.

He previously served as an advisor to 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

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

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 boards of trustees at The Aspen Institute and the Los Angeles County Museum of Art 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 the 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.

We believe Troy’s significant business experience in various technology companies and his experience serving on the boards of technology

companies makes him well qualified to serve as a member of our board of directors.

Dawanna Williams, Independent Director .

Dawanna serves as the managing principal at Dabar Development Partners, which she founded over 15 years ago.

Dabar has developed over 3,000 apartments units covering more than 2 million square feet of mixed-use developments and has had principal involvement in development projects awarded by NYC’S Department of Housing Preservation and Development

(HPD), NYC’s Economic Development Corporation (EDC), and New York City’s Housing Authority (NYCHA).

As managing principal, she is involved in all executive aspects of business operations, from developing strategic priorities to executing

development projects to risk management to establishing firm values and standards.

Prior to Dabar, Dawanna served as General Counsel at Victory Education Partners and as a senior associate in the commercial real estate group at Sidley Austin

Dawanna serves on the board of directors of the Apollo Theater, Compass Inc.

and ACRES Commercial Realty Corp.

Dawanna earned an A.B.

from Smith College in economics and government, a master of

public administration from Harvard University Kennedy School of Government, and a doctor of jurisprudence from the University of Maryland School of Law.

Williams serves as our independent director and as the managing principal at Dabar Development Partners, which

Williams founded over 15 years ago.

Housing Preservation and Development, NYC’s Economic Development Corporation, and New York City’s Housing Authority.

As managing principal, Ms.

Williams is involved in all executive aspects of business operations, from developing strategic

priorities to executing development projects to risk management to establishing firm values and standards.

Prior to Dabar, Ms.

Williams served as General Counsel at Victory Education Partners and as a senior associate in the commercial real

estate group at Sidley Austin LLP.

Williams serves on the board of directors of ACRES Commercial Realty Corp.

ACR) is a real estate investment trust that is primarily focused on originating, holding and managing

commercial real estate (“CRE”) mortgage loans and other commercial real estate-related debt investments, Compass, Inc., (NYSE:

COMP), a publicly-traded, technology-enabled residential real estate brokerage company and Ares Industrial Real Estate

Income Trust Inc., a real estate investment trust.

Williams also serves on the board of directors of the Apollo Theater, chairing the real estate committee, and on the board of directors for the New York City Trust for Cultural Resources.

Williams also serves on the board of directors of the New York Real Estate Chamber.

Williams earned an A.B.

from Smith College in economics and government, a Master of Public Administration from Harvard University Kennedy School of

Government, and a Doctor of Jurisprudence from the University of Maryland School of Law.

We believe that Ms.

Williams’ experience in investment management, her background in transaction law and corporate governance and her public company board

experience make her well qualified to serve as a member of our board of directors.

Dia Simms, Independent Director .

Dia is the Chief Executive Officer of Lobos 1707 Tequila & Mezcal, where she has

served since August 2020.

Dia leads Lobos 1707 alongside Founder and Chief Creative Officer Diego Osorio with early backing by sports and cultural icon, LeBron James.

Dia is also a member of the board of directors of Tilt Holdings Inc.

TILT), where she has served since August 2020.

Dia serves as our independent director and as the Executive Chairwoman of the

Board of Lobos 1707 Tequila & Mezcal, an award-winning, independent spirits brand that launched in November 2020.

Before being appointed Executive Chairwoman, Dia led Lobos 1707 as its CEO, alongside Founder and Chief Creative Officer Diego

Osorio with early backing by sports and cultural icon, LeBron James.

Dia currently serves as a director of Focus Impact BH3 Acquisition Company, a special purpose acquisition corporation, (Nasdaq:

Dia is also Co-Founder of Pronghorn, a

10-year initiative to drive diversity, equity and inclusion in the spirits industry.

Dia spent almost fifteen years working alongside Sean “Diddy” Combs at Combs Enterprises.

In 2017, Dia was named President of Combs Enterprises, making her the first president in the company’s

thirty-year history other than Sean Combs himself.

In her role as President, she oversaw multi-billion-dollar brands under the Combs empire, including CÎROC Ultra-Premium Vodka, Blue Flame Agency, AQUAhydrate, Bad Boy Entertainment, Sean John

and Revolt TV.

Of note, Dia led the transformation of CÎROC Ultra-Premium Vodka taking the previously unprofitable brand to a $2 billion retail value.

In 2017, Dia was named President of Combs Enterprises, making her the

first president in the company’s thirty-year history other than Sean Combs himself.

In her role as President, she oversaw multi-billion-dollar brands under the Combs empire, including CÎROC Ultra-Premium Vodka, Blue Flame Agency, AQUAhydrate, Bad

Boy Entertainment, Sean John and Revolt TV.

Of note, Dia led the transformation of CÎROC Ultra-Premium Vodka from infancy to a multibillion dollar value brand.

Along with a lengthy list of accolades, Dia is Board Chair of Pronghorn, Board Vice Chair of Saint Liberty Whiskey, Advisor to Touch Capital and director on the FIAC Board.

Dia holds a B.S.

degree in Psychology from Morgan State University and a Master’s degree in Management from the Florida Institute of Technology.

We believe Dia’s significant business experience as a CEO and significant deal-making experience make her well

qualified to serve as a member of our board of directors.

Our sponsor may offer incentives, including an indirect interest in our sponsor, to any members of our team who materially contribute to the identification or execution of our initial business

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Auldbrass Partners is a private equity firm founded in 2011 and located in New York City.

Auldbrass Partners has monitored and managed approximately $1.5 billion of global investments in

growth, buyout, mezzanine, and venture capital and has an expansive pricing application analyzing over 300 investment funds, with over 5,000 active underlying companies.

Auldbrass Partners leverages this database (“Thesys,” now in its third

iteration) to efficiently identify, evaluate and invest in private equity high growth opportunities through secondaries transactions.

Auldbrass Partners has monitored and managed approximately $1.5 billion of global investments in growth,

buyout, mezzanine, and venture capital and has an expansive pricing application analyzing over 300 investment funds, with over 5,000 active underlying companies.

Auldbrass Partners leverages this database (“Thesys,” now in its third iteration)

to efficiently identify, evaluate and invest in private equity high growth opportunities through secondaries transactions.

Prior to the formation of Auldbrass Partners, our team (in aggregate) completed over $3.8 billion (500 funds) in secondary transactions across private equity, real estate, hedge fund side

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following the consummation of our initial public offering.

However, unlike our management team, members of our advisory board are not responsible for managing our day-to-day affairs and have no authority to engage in substantive discussions

with business combination targets on our behalf.

However, unlike our management team, members of our advisory board are not responsible for managing our day-to-day affairs and have no authority to engage in substantive discussions with

business combination targets on our behalf.

Members of our advisory board are neither paid nor reimbursed for any out-of-pocket expenses in connection with the search of business combination targets before or after the consummation of our

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We believe that the experience and capabilities of our management, combined with the resources of Auldbrass Partners and our board of directors and advisory board, enhance our attractiveness to

potential target businesses, enable us to pursue a broad range of opportunities, strengthen our ability to complete a successful combination, and drive our pursuit of financially and socially value-accretive operating practices and policies

upon the completion of the initial business combination.

With respect to the above, past performance of our management team, Auldbrass Partners, members of our advisory board or their respective affiliates is not a guarantee of either (i) success

with respect to a business combination that may be consummated or (ii) the ability to successfully identify and execute a transaction.

You should not rely on the historical record of our management team, Auldbrass Partners, members of our

advisory board and their respective affiliates as indicative of future performance.

See “Risk Factors - Past performance by our management team, Auldbrass Partners, members of our advisory board and their respective affiliates may not be

indicative of future performance of an investment in us.” Our management has no prior experience in operating blank check companies or special purpose acquisition companies.

For a list of our executive officers and entities for which a conflict

of interest may or does exist between such officers and the company, please refer to “Management - Conflicts of Interest.”

Our management team, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial

business combination.

the completion of the initial business combination.

With respect to the above, past performance of our management team, Auldbrass Partners, members of our advisory board or their respective affiliates is not a guarantee of either (i) success with

respect to a business combination that may be consummated or (ii) the ability to successfully identify and execute a transaction.

You should not rely on the historical record of our management team, Auldbrass Partners, members of our advisory

board and their respective affiliates as indicative of future performance.

See “Risk Factors - Past performance by our management team, Auldbrass Partners, members of our advisory board and their respective affiliates may not be indicative of

future performance of an investment in us.” Our management has no prior experience in operating blank check companies or special purpose acquisition companies.

For a list of our executive officers and entities for which a conflict of interest

may or does exist between such officers and the company, please refer to “Management - Conflicts of Interest.”

Our management team, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business

Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

However, we do not currently expect that any such

other blank check company would materially affect our ability to complete our initial business combination.

In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will

have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

However, we do not currently expect that any such other blank

check company would materially affect our ability to complete our initial business combination.

In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts

of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

Our Business Strategy

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services, FinTech and Health Tech sectors, as well as on compelling companies in these or other sectors led by, founded by or serving BIPOC or women in the United States.

Based on the experiences of our officers, directors, partner and

advisors, we believe that within this universe of businesses are many promising potential targets that could become attractive public companies with long-term growth opportunities and attractive competitive positioning.

We believe that there

are a large number of Social-Forward Companies in these sectors.

Based on the experiences of our officers, directors, partner and advisors,

we believe that within this universe of businesses are many promising potential targets that could become attractive public companies with long-term growth opportunities and attractive competitive positioning.

We believe that there are a large

number of Social-Forward Companies in these sectors.

In executing our search and initial business combination, we plan to leverage the broad networks and complementary expertise of our officers, directors, advisory board members and Auldbrass

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Passion to fulfill our mission to develop as a successful public company using our Social-Forward criteria.

Compelling sourcing opportunities and strategic relationships, including our highly differentiated sourcing engine provided via our relationship with secondaries investment firm Auldbrass Partners, as well as the collective networks

of our officers, directors, and advisory board members.

our officers, directors, and advisory board members.

Extensive influence and reach through a broad network that spans a range of leaders in business, entertainment, government and philanthropy.

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In the event that our company decides to enter into an initial business combination with a target business that does not meet the above criteria, we

would disclose that the target business diverges from the above guidelines in our shareholder communications related to the initial business combination, which, as discussed in this Report, would be in the form of tender offer documents or

proxy solicitation materials that we would file with the SEC.

solicitation materials that we would file with the SEC.

Our Combination Process

In evaluating a prospective target business, we expect to conduct an extensive due diligence review, which may

encompass, as applicable and among other things, utilization of independent consultants, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of

financial and other information about the target and its industry.

We have not selected any potential business combination target, and we have not, nor has anyone on our behalf, contacted any prospective target or had any substantive discussions, directly or

indirectly, with any potential target regarding entering into an initial business combination with us.

In evaluating a prospective target business, we expect to conduct an extensive due diligence review, which may encompass, as applicable and among other things, utilization of independent

consultants, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with or related to Auldbrass Partners, our sponsor, officers, directors or members of our

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In the event we seek to complete our initial business combination with a company that is affiliated with or related to any of Auldbrass Partners, our sponsor, officers, directors or members of our advisory board, we, or a

committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to

our company from a financial point of view.

company from a financial point of view.

We are not required to obtain such an opinion in any other context.

Extension of Combination Period

On April 5, 2023, we filed a definitive proxy statement with the SEC (the “Proxy Statement”) relating to an extraordinary meeting of shareholders (the “Extension Meeting”) at which we will propose to extend to amend our amended

and restated memorandum and articles of association (the “Articles Amendment”) to extend the date (the “Termination Date”) by which we have to consummate a business combination from May 1, 2023 (the “Original Termination Date”) to August 1,

2023 (the “Articles Extension Date”) and to allow us, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each

time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until May 1, 2024, or a total of up to

twelve months after the Original Termination Date, unless the closing of our initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”).

As disclosed in the Proxy Statement, relating to the

extraordinary general meeting of shareholders (the “Extension Meeting”), the Sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will

contribute to us as a loan, within five (5) business days of the date of the Extension Meeting, of the lesser of (a) an aggregate of $487,500 or (b) $0.0975 per share that is not redeemed in connection with the Extension Meeting, to be

deposited into the trust account established in connection with our initial public offering.

In addition, in the event we do not consummate an initial business combination by the Articles Extension Date, the Lender will contribute to us as

a loan up to the lesser of (a) $1,462,500 or (b) $0.2925 per each share that is not redeemed in connection with the Extension Meeting in nine equal installments to be deposited into the Trust Account for each of nine one-month extensions following the Articles Extension Date.

The Extension Meeting will be held on April 24, 2023.

First Extension of Combination Period

On April 25, 2023, we held a special meeting of stockholders (the “ Extension Meeting ”) to amend our amended and restated certificate of incorporation to (i) extend the date

(the “ Termination Date ”) by which we haves to consummate a Business Combination from May 1, 2023 (the “ Original Termination Date ”) to August 1, 2023 (the “ Charter Extension Date ”) and to allow us, without another shareholder

vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the Charter Extension Date, by resolution of our board of directors if requested

by the sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until May 1, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of our initial business combination shall

have occurred prior to such date (such amendment, the “ Extension Amendment ” and such proposal, the “ Extension Amendment Proposal ”) and (ii) remove the limitation that we may not redeem public shares to the extent that such

redemption would result in us having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $5,000,000 (such amendment, the “ Redemption Limitation Amendment ”

and such proposal, the “ Redemption Limitation Amendment Proposal ”).

The shareholders of FIAC approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on April 26, 2023, we

filed the Extension Amendment and the Redemption Limitation Amendment with the Secretary of State of Delaware.

In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 17,297,209 public shares properly exercised their right to

redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of $179,860,588.

As disclosed in the proxy statement relating to the Extension Meeting, the sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its

affiliates, members or third-party designees (the “ Lender ”) will contribute to the Company as a loan, within ten (10) business days of the date of the Extension Meeting, of the lesser of (a) an aggregate of $487,500 or (b) $0.0975 per

share that is not redeemed in connection with the Extension Meeting, to be deposited into the trust account.

In addition, in the event we do not consummate an initial business combination by August 1, 2023, the Lender may contribute to us the

lesser of (a) $162,500 or (b) $0.0325 per each public share that is not redeemed in connection with the Extension Meeting as a loan to be deposited into the trust account for each of nine one-month extensions following August 1, 2023.

December 31, 2023 a total of $1,300,000 has been deposited into the trust account, to extend the Termination Date to January 1, 2024.

Second Extension of Combination Period

On December 29, 2023, FIAC held a special meeting of stockholders (the “ Second Extension Meeting ”) where a proposal was approved to amend FIAC's Certificate of

Incorporation to extend the Termination Date from January 1, 2024 to April 1, 2024 (the “ Second Charter Extension Date ”) and to allow FIAC, without the need for another stockholder vote, to elect to extend the Termination Date to

consummate a business combination on a monthly basis for up to seven times, by an additional one month each time, after the Second Charter Extension Date, by resolution of FIAC’s board of directors, if requested by Sponsor (such amendment, the “ Second

Extension Amendment ” and such proposal, the “ Second Extension Amendment Proposal ”).

The shareholders of the Company approved the Second Extension Amendment Proposal at the Second Extension Meeting and on December 29, 2023, the

Company filed the Second Extension Amendment with the Secretary of State of Delaware.

In connection with the vote to approve the extension at the Second Extension Meeting, the holders of 3,985,213 shares of

Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.95 per share, for an aggregate redemption amount of approximately $43,640,022.

As disclosed in the proxy statement relating to the Second Extension Meeting, the sponsor agreed that if the Second Extension

Amendment Proposal is approved, the sponsor would deposit into the trust account the lesser of (a) $120,000 and (b) $0.06 per public share that is not redeemed in connection with the Second Extension Meeting.

In addition, in the event we do

not consummate an initial business combination by April 1, 2024, the Lender may contribute to us the lesser of (a) $40,000 or (b) $0.02 per each public share that is not redeemed in connection with the Extension Meeting as a loan to be

deposited into the trust account for each of seven one-month extensions following April 1, 2024.

Because the Second Extension Proposal was approved, the sponsor deposited $103,055 into the trust account, and the Termination Date was extended

to April 1, 2024.

In March 2024, the sponsor deposited $34,352 in the trust account extending the Termination Date by one month to May 1, 2024, which can be extended to November 1, 2024 (with required funding of the Trust Account).

Promissory Notes

In connection with the approval of the Extension Amendment Proposal, on May 9, 2023, the Company issued an unsecured promissory note in the total principal amount of

up to $1,500,000 (the “ Promissory Note ”) to the sponsor and the sponsor funded deposits into the trust account.

The Promissory Note does not bear interest and matures upon closing of the

Company’s initial Business Combination.

In the event that the Company does not consummate a Business Combination, the Promissory Note will be repaid only from amounts remaining outside of the trust account, if any.

Up to the total principal

amount of the Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants issued to the

sponsor at the time of the Company’s initial public offering.

As of December 31, 2023, an aggregate of $1,500,000 has been drawn under the Promissory Note.

In connection with the extension of the Termination Date, on December 1, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $1,500,000 (the “ Second

Promissory Note ”) to the sponsor and the sponsor funded deposits into the trust account.

The Second Promissory Note does not bear interest and matures upon closing of the Company’s initial Business

In the event that the Company does not consummate a Business Combination, the Second Promissory Note will be repaid only from amounts remaining outside of the trust account, if any.

As of December 31, 2023, an aggregate of

$375,000 has been drawn under the Second Promissory Note.

Conflicts of Interest

There are potential conflicts of interest that could impact our company and our search for, and pursuit of, potential business combination opportunities, including potential conflicts

associated with the interests and activities of Auldbrass Partners.

These potential conflicts are discussed in more detail elsewhere in this Report and are not, and are not intended to be, a complete enumeration or explanation of all of the

potential conflicts of interest that may arise.

There are potential conflicts of interest that could impact our company and our search for, and pursuit of, potential business combination opportunities, including potential conflicts associated

with the interests and activities of Auldbrass Partners.

These potential conflicts are discussed in more detail elsewhere in this Report and are not, and are not intended to be, a complete enumeration or explanation of all of the potential

conflicts of interest that may arise.

Auldbrass Partners is an indirect investor in our sponsor.

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As a result, if any of our officers, directors or members of the advisory board becomes aware of a

business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will need to honor such fiduciary or contractual obligations to present such business

combination opportunity to such entity, before we can pursue such opportunity.

opportunity to such entity, before we can pursue such opportunity.

If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.

However, we do not expect these duties to materially

affect our ability to complete our initial business combination.

Our amended and restated certificate of incorporation provides that we renounce our interest in any business combination opportunity offered to any director or officer unless such

opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and it is an opportunity that we are able to complete on a reasonable basis.

Our directors and officers are not required to

commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the

related due diligence.

See “Risk Factors”, including those entitled “Potential conflicts of interest with other businesses of Auldbrass Partners or other businesses with which our officers, directors or members of the advisory board may have

fiduciary or contractual obligations could negatively impact the performance of an investment in us”, “Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business

activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented” and “Our officers and

directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete

our initial business combination.” See also the section entitled “Directors, Executive Officers, and Corporate Governance - Conflicts of Interest.”

However, we do not expect these duties to materially affect our

ability to complete our initial business combination.

Our amended and restated certificate of incorporation provides that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of our company and it is an opportunity that we are able to complete on a reasonable basis.

Our directors and officers are not required to commit any

specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due

contractual obligations could negatively impact the performance of an investment in us”, “Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to

those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented” and “Our officers and directors will allocate

their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial business

combination.” See also the section entitled “Directors, Executive Officers, and Corporate Governance - Conflicts of Interest.”

Similarly, if Auldbrass Partners becomes aware of a potential business combination opportunity that could be an attractive opportunity for our company, Auldbrass Partners is not under any

obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company, other than certain advisory and administrative services.

Auldbrass Partners may have fiduciary and/or contractual duties to other entities and, as a result, may have a duty to offer business combination opportunities to those entities before other parties, including our company.

Additionally, certain

companies with which Auldbrass Partners has a relationship may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination.

of these types may present a conflict of interest if Auldbrass Partners may directly or indirectly receive a financial benefit as a result of such transaction.

We believe that any such potential conflicts of interest of Auldbrass Partners and

any of our officers or directors that are affiliated with Auldbrass Partners will be naturally mitigated by the differing nature of services that Auldbrass Partners typically provides to its clients, as compared to our activities related to

pursuing an initial business combination.

Partners may have fiduciary and/or contractual duties to other entities and, as a result, may have a duty to offer business combination opportunities to those entities before other parties, including our company.

Additionally, certain companies

with which Auldbrass Partners has a relationship may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination.

Transactions of these

types may present a conflict of interest if Auldbrass Partners may directly or indirectly receive a financial benefit as a result of such transaction.

We believe that any such potential conflicts of interest of Auldbrass Partners and any of our

officers or directors that are affiliated with Auldbrass Partners will be naturally mitigated by the differing nature of services that Auldbrass Partners typically provides to its clients, as compared to our activities related to pursuing an

initial business combination.

In addition, each of our sponsor, directors and officers does, directly or indirectly, own, founder shares and/or private placement warrants following our initial public offering and,

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informational purposes only.

Past experience or performance of our management team, Auldbrass Partners, members of our advisory board or their respective affiliates or related entities is not a guarantee of either (1) our ability to

successfully identify and execute a transaction or (2) success with respect to any business combination that we may consummate.

identify and execute a transaction or (2) success with respect to any business combination that we may consummate.

You should not rely on the historical record of our management team.

Auldbrass Partners, members of our advisory

board or their respective affiliates or related entities or any investment’s performance as indicative of the future performance of any investment in us or the returns we will, or are likely to, generate going forward.

An investment in us is

not an investment in Auldbrass Partners.

See “Risk Factors - Past performance by our management team, Auldbrass Partners, members of our advisory board and their respective affiliates may not be indicative of future performance of an investment

Auldbrass Partners, members of our advisory board or their

respective affiliates or related entities or any investment’s performance as indicative of the future performance of any investment in us or the returns we will, or are likely to, generate going forward.

An investment in us is not an investment

in Auldbrass Partners.

Our sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company.

Our sponsor currently owns shares of 5,750,000 Class B common stock and 11,200,000 private placement warrants.

Our sponsor is governed

by a five-member board of managers which has voting and dipositive power over the Class B common stock and private placement warrants held by our sponsor.

Our sponsor is not “controlled” (as defined in 31 CFR 800.208) by a foreign person, such

that our sponsor’s involvement in the business combination would be a “covered transaction” (as defined in 31 CFR 800.213).

Our sponsor currently owns 5,000,000 shares of Class A common stock, 750,000 shares of Class B common stock and

11,200,000 private placement warrants.

Our sponsor is governed by a four-member board of managers which has voting and dipositive power over the founder shares and private placement warrants held by our sponsor.

Our sponsor is not “controlled”

(as defined in 31 CFR 800.208) by a foreign person, such that our sponsor’s involvement in the business combination would be a “covered transaction” (as defined in 31 CFR 800.213).

However, it is possible that non-U.S.

persons could be involved in our business combination, which may increase the risk

that our business combination becomes subject to regulatory review, including review by the Committee on Foreign Investment in the United States (“CFIUS”), and that restrictions, limitations or conditions will be imposed by CFIUS.

business combination with a U.S.

business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in

sensitive U.S.

persons could be involved

in our business combination, which may increase the risk that our business combination becomes subject to regulatory review, including review by the Committee on Foreign Investment in the United States (“ CFIUS ”), and that restrictions,

limitations or conditions will be imposed by CFIUS.

If our business combination with a U.S.

business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“ FIRRMA ”),

to include certain non-passive, non-controlling investments in sensitive U.S.

businesses and certain acquisitions of real estate even with no underlying U.S.

FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory

FIRRMA, and subsequent implementing regulations that are now in force, also

subjects certain categories of investments to mandatory filings.

If our potential business combination with a U.S.

business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with a

business combination without notifying CFIUS and risk CFIUS intervention, before or after closing a business combination.

CFIUS may decide to block or delay our business combination, impose conditions to mitigate national security concerns with

respect to such business combination or order us to divest all or a portion of a U.S.

business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial

business combination opportunities that we believe would otherwise be beneficial to us and our shareholders.

As a result, the pool of potential targets with which we could complete a business combination may be limited and we may be adversely

affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

A failure to notify CFIUS of a transaction where such notification was required or otherwise warranted based on

the national security considerations presented by an investment target may expose our sponsor and/or the combined company to legal penalties, costs, and/or other adverse reputational and financial effects, thus potentially diminishing the value

of the combined company.

In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, a business combination post-closing.

business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will

submit a voluntary notice to CFIUS, or to proceed with a business combination without notifying CFIUS and risk CFIUS intervention, before or after closing a business combination.

CFIUS may decide to block or delay our business combination,

impose conditions to mitigate national security concerns with respect to such business combination or order us to divest all or a portion of a U.S.

business of the combined company without first obtaining CFIUS clearance, which may limit the

attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders.

As a result, the pool of potential targets with which we could complete a

business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

A failure to notify CFIUS of a transaction where such

notification was required or otherwise warranted based on the national security considerations presented by an investment target may expose our sponsor and/or the combined company to legal penalties, costs, and/or other adverse reputational and

financial effects, thus potentially diminishing the value of the combined company.

In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, a

business combination post-closing.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy and we have limited time to complete our business combination.

If we cannot complete a business combination by May 1, 2023

because the transaction is still under review or because our business combination is ultimately prohibited by CFIUS or another U.S.

If we cannot complete a business

combination by the Termination Date because the transaction is still under review or because our business combination is ultimately prohibited by CFIUS or another U.S.

government entity, we may be required to liquidate.

If we liquidate, our public shareholders may only receive

approximately $10.00 per public share or less in certain circumstances, and our warrants will expire worthless.

This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your

investment through any price appreciation in the combined company.

If we liquidate, our

public shareholders may only receive approximately $10.20 per public share or less in certain circumstances, and our warrants will expire worthless.

This will also cause you to lose the investment opportunity in a target company and the chance

of realizing future gains on your investment through any price appreciation in the combined company.

Initial Business Combination

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acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.

If the business combination involves more than one target

business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking

stockholder approval, as applicable.

If the business combination involves more than one target business,

the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder

approval, as applicable.

In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

If our securities are not then listed on Nasdaq for

whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.

If our securities are not then listed on Nasdaq for whatever

reason, we would no longer be required to meet the foregoing 80% of net asset test.

Our Management Team

Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs

until we have completed our initial business combination.

The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business

combination and the current stage of the business combination process.

Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until

we have completed our initial business combination.

The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and

the current stage of the business combination process.

We believe our management team’s operating and transaction experience and network of relationships with investment banks, private equity firms, professional advisors and senior industrial

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We believe our structure will make us an attractive business combination partner to target businesses.

As an existing public company, we offer a target business an alternative to the

traditional initial public offering through a merger or other business combination.

In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of

shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various costs and obligations associated with being a public company, we believe certain target businesses will find

this method a more certain and cost effective method to becoming a public company than the typical initial public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, road show and public

reporting efforts that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the

underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences.

Once public, we believe the target business would then

have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests.

It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid

in attracting talented employees.

As an existing public company, we offer a target business an alternative to the traditional

initial public offering through a merger or other business combination.

In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of

our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various costs and obligations associated with being a public company, we believe certain target businesses will find this method

a more certain and cost effective method to becoming a public company than the typical initial public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts

that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’

ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences.

Once public, we believe the target business would then have greater

access to capital and an additional means of providing management incentives consistent with stockholders’ interests.

It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting

talented employees.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may

be more volatile.

Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of

any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act

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We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in

which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as

of the end of the prior fiscal year’s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of

the end of the prior fiscal year’s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Financial Position

With funds available for a business combination initially in the amount of $225,950,000 after payment of $8,650,000 of deferred underwriting fees, in each case before fees and expenses

associated with our initial business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing access to the expertise of our management team, providing capital for the potential

growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.

Because we are able to complete our business combination using our cash, debt or equity securities, or a combination of the

foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure third party

financing and there can be no assurance it will be available to us.

With funds available for a business combination in the amount of $62,736,405 as of December 31, 2023, after taking into account redemptions in connection with the Second Extension Meeting and

before fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing access to the expertise of our management team, providing

capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.

Because we are able to complete our business combination using our cash, debt or equity securities, or a

combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

Effecting our Initial Business Combination

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operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We currently do not have any specific transaction under consideration with a target business with which to consummate our initial business combination.

We may seek to raise additional funds

through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the

amounts held in the trust account.

Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our business combination.

In the case of an initial business

combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law, we would seek

stockholder approval of such financing.

There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination.

At this time, we are not a party to any arrangement or understanding

with any third party with respect to raising any additional funds through the sale of securities or otherwise.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our

initial business combination using the proceeds of such offering rather than using the amounts held in the trust account.

Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with

the completion of our business combination.

In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose

the terms of the financing and, only if required by law, we would seek stockholder approval of such financing.

There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business

At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

Sources of Target Businesses

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introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Report and know what types of businesses we are targeting.

Our officers and directors, as well

as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows

or conventions.

Our officers and directors, as well as

their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or

In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors.

While we do not

presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a

finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage a finder only to the extent our management determines that the use of a finder may bring

opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue.

If we engage the

services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms

of the transaction.

We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a

potential transaction that our management determines is in our best interest to pursue.

Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.

In no event, however, will our

sponsor or any of our existing officers or directors, members of our advisory board or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order

to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).

effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).

We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and

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our company from a financial point of view.

company from a financial point of view.

We are not required to obtain such an opinion in any other context.

As more fully discussed in the section of this Report entitled “Management - Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that

falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such

business combination opportunity to us.

combination opportunity to us.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Selection of a Target Business and Structuring of Our Initial Business Combination

Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account

(excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination.

The fair market value of the target or targets will be

determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses.

If our board is not able to independently determine

the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or from an independent accounting firm, with respect to the satisfaction of such criteria.

We do not intend to

purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more

prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding

the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination.

The fair market value of the target or targets will be determined by

our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses.

If our board is not able to independently determine the fair market

value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or from an independent accounting firm, with respect to the satisfaction of such criteria.

We do not intend to purchase multiple

businesses in unrelated industries in conjunction with our initial business combination.

Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target

businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling

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For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being

in a single line of business.

a single line of business.

By completing our business combination with only a single business, our lack of diversification may:

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Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our business combination with that business, our

assessment of the target business’ management may not prove to be correct.

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our business combination with that business, our assessment

of the target business’ management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of

our management team, if any, in the target business cannot presently be stated with any certainty.

Furthermore, the future role of members of our

management team, if any, in the target business cannot presently be stated with any certainty.

While it is possible that one or more of our directors will remain associated in some capacity with us following our business combination, it is

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We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether any of our key personnel

will remain with the combined company will be made at the time of our initial business combination.

The determination as to whether any of our key personnel will

remain with the combined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

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Type of Transaction

Whether Stockholder

Approval is Required

Whether Stockholder Approval is Required

Purchase of assets

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contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

Subsequent to the consummation of our

initial public offering, we will adopt an insider trading policy which will require insiders to refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and to clear

all trades with our legal counsel prior to execution.

We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as such purchases will be dependent upon several factors, including but not

limited to, the timing and size of such purchases.

Subsequent to the consummation of our initial

public offering, we will adopt an insider trading policy which will require insiders to refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and to clear all trades

with our legal counsel prior to execution.

We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5‑1 plan, as such purchases will be dependent upon several factors, including but not limited to, the

timing and size of such purchases.

Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5‑1 plan or determine that such a plan is not necessary.

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negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination.

extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of

the trust account or vote against the business combination.

To the extent

that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the

trust account or vote against the business combination.

Our sponsor, officers, directors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases

are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain technical requirements that must be complied with in

order for the safe harbor to be available to the purchaser.

Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b‑18 under the Exchange Act will only be made to the extent such purchases are

able to be made in compliance with Rule 10b‑18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b‑5 of the Exchange Act.

Rule 10b‑18 has certain technical requirements that must be complied with in order

for the safe harbor to be available to the purchaser.

Our sponsor, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b‑5 of the Exchange Act.

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account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein.

The amount in the trust account is initially anticipated to

be approximately $10.20 per public share.

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

The redemption rights

will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive

their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination and a stockholder vote to approve an amendment to our amended and restated

certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with our initial business combination or to

redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A

commons stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 18 months from the closing of our

initial public offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

The amount in the trust account, without taking into account

interest earned on the trust account, is initially anticipated to be approximately $10.20 per public share.

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting

commissions we will pay to the underwriters.

The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

Our sponsor, officers and directors have entered into a letter

agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination and a stockholder

vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in

connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by the Termination Date or (B) with respect to any other provision relating to the rights of holders of

our Class A commons stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by the Termination Date (although

they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

Manner of Conducting Redemptions

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination either

(i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender

offer will be made by us, solely in our discretion, and will be based on a variety of factors described above “- Stockholders May Not Have the Ability to Approve Our Initial Business Combination,” such as the timing of the transaction and

whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement.

Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers

with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.

structure a business combination transaction with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed business combination.

conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other

legal reasons.

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination either (i)

in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer

will be made by us, solely in our discretion, and will be based on a variety of factors described above “—Stockholders May Not Have the Ability to Approve Our Initial Business Combination,” such as the timing of the transaction and whether the

terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement.

Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our

company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.

If we structure a

business combination transaction with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed business combination.

We intend to conduct

redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of

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In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number

of public shares which are not purchased by our sponsor, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 or any greater net

tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not

complete the initial business combination.

If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons,

we will, pursuant to our amended and restated certificate of incorporation:

requirement which may be contained in the agreement relating to our initial business combination.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business

If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons, we

will, pursuant to our amended and restated certificate of incorporation:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;

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For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

As a result, in

addition to our initial stockholders’ founder shares, we would need 8,625,001, or 37.5%, of the 23,000,000 public shares sold in our initial public offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in

order to have our initial business combination approved.

We will give at least 10 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination.

These quorum and voting

thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination.

Each public stockholder may elect to redeem its public shares irrespective of whether they vote

for or against the proposed transaction.

Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001

or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.

redemptions in connection with the Second Extension Meeting, the sponsor holds approximately 77% of the outstanding shares of the Company.

As a result, in addition to our initial stockholders’ founder shares, no additional public shares sold in

our initial public offering would need to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved.

We will give at least 10 days prior written notice of any such

meeting, if required, at which a vote shall be taken to approve our initial business combination.

These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our

initial business combination.

Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

In no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than any net tangible asset or cash requirement which may be contained in the

agreement relating to our initial business combination.

For example, the proposed business combination may require:

(i) cash consideration to be paid to the

target or its owners;

(ii) cash to be transferred to the target for working capital or other general corporate purposes;

or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business

In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of

the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the

holders thereof.

(i) cash consideration to be paid to the target or its owners;

(ii) cash to be transferred to the target for working capital or

other general corporate purposes;

or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.

In the event the aggregate cash consideration we would be required to pay for all

shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will

not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.

Limitation on Redemption Upon Completion of Our Initial Business Combination if We Seek Stockholder Approval

Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the

tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “Excess Shares,”

defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “ Excess Shares ,”

without our prior consent.

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As described above, we intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the

holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date

set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination

is initially to be held.

In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our

transfer agent two business days prior to the initially scheduled vote in which the name and other identifying information of the beneficial owner of such shares is included.

The proxy materials or tender offer documents, as applicable, that we

will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements.

Accordingly, a public stockholder would have up

to two business days prior to the initially scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable,

to submit or tender its shares if it wishes to seek to exercise its redemption rights.

In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its

shares may not be redeemed.

forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is

initially to be held.

agent two business days prior to the initially scheduled vote in which the name and other identifying information of the beneficial owner of such shares is included.

The proxy materials or tender offer documents, as applicable, that we will

furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements.

Accordingly, a public stockholder would have up to two

business days prior to the initially scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit

or tender its shares if it wishes to seek to exercise its redemption rights.

In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not

Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

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Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.

Furthermore, if a holder of

a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent

return the certificate (physically or electronically).

Furthermore, if a holder of a

public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return

the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business

If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem

their shares for the applicable pro rata share of the trust account.

If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their

shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination with a different target until 18 months from the

closing of our initial public offering.

If our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination with a different target until the Termination Date.

Redemption of Public Shares and Liquidation if no Initial Business Combination

Our sponsor, officers and directors have agreed that we will have only 18 months from the closing of our initial public offering to complete our initial business combination.

If we are unable

to complete our business combination within such 18-month period, we will:

Our sponsor, officers and directors have agreed that we will have until the Termination Date to complete our initial business combination.

If we are unable to complete our business combination

by the Termination Date, we will:

(i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public

shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income

taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to

receive further liquidating distributions, if any), subject to applicable law;

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve

and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our

warrants, which will expire worthless if we fail to complete our business combination within the 18-month time period.

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in

cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to

pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if

any), subject to applicable law;

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our

obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail

to complete our business combination by the Termination Date.

Our sponsor officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect

to any founder shares held by them if we fail to complete our initial business combination within 18 months from the closing of our initial public offering.

However, if our initial stockholders acquire public shares in or after our initial

public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period.

to any founder shares held by them if we fail to complete our initial business combination by the Termination Date.

However, if our initial stockholders acquire public shares in or after our initial public offering, they will be entitled to

liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination by the Termination Date.

Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that

would modify the substance or timing of our obligation to provide holders of our Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do

not complete our initial business combination within 18 months from the closing of our initial public offering or with respect to any other provision relating to the rights of holders of our Class A common stock unless we provide our public

stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest

earned on the funds held in the trust account and not previously released to the company to pay franchise and income taxes, if any, divided by the number of the then outstanding public shares.

However, we may not redeem our public shares in an

amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately

$1,900,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing

our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay our franchise and income taxes on interest income earned on the trust account balance, we may request the trustee to release to

us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

complete our initial business combination by the Termination Date or with respect to any other provision relating to the rights of holders of our Class A common stock unless we provide our public stockholders with the opportunity to redeem their

shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not

previously released to the Company to pay franchise and income taxes, if any, divided by the number of the then outstanding public shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $224,394 held outside the trust

account (as of December 31, 2023), although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of

dissolution, to the extent that there is any interest accrued in the trust account not required to pay our franchise and income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an

additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without

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Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do

business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements

or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as

claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement

waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management

believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third

party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider

willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements

with us and will not seek recourse against the trust account for any reason.

even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims

challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement waiving such

claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such

third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant

whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with

us and will not seek recourse against the trust account for any reason.

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target

business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the

date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, except as to any claims by a third party who executed a waiver of

any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third party claims.

We have not independently verified whether our sponsor has

sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company.

of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, except as to any claims by a third party who executed a waiver of any and

all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

In the event that an

executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third party claims.

We have not independently verified whether our sponsor has sufficient funds

to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company.

We have not asked our sponsor to reserve for such indemnification obligations.

Therefore, we cannot assure you that

our sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than

$10.20 per public share.

Therefore, we cannot assure you that our sponsor would

be able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public

In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers will

indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

None of our officers will indemnify us for claims

by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the

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indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business

judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not

We have not asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations.

Accordingly, we cannot assure you that due to claims of creditors the

actual value of the per-share redemption price will not be less than $10.20 per public share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our

independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust

Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

We will have access to up to

approximately $1,900,000 from the proceeds of our initial public offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than

approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by

In the event that our offering expenses exceed our estimate of $700,000, we may fund such excess with funds from the funds not to be held in the trust account.

In such case, the amount of funds we intend to be held outside the trust

account would decrease by a corresponding amount.

Conversely, in the event that the offering expenses are less than our estimate of $700,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding

we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may

choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely.

not asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the

per-share redemption price will not be less than $10.20 per public share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent

registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

As of December 31, 2023, we have access to

$224,394 from the proceeds of our initial public offering and borrowings from related parties with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no

more than approximately $100,000).

made by creditors.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

The pro rata portion of our

trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our business combination within 18 months from the closing of our initial public offering may be considered a

liquidating distribution under Delaware law.

If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice

period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are

made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the

stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our business

combination within 18 months from the closing of our initial public offering, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL,

the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

If we are unable to complete our business combination

within 18 months from the closing of our initial public offering, we will:

(i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public

receive further liquidating distributions, if any), subject to applicable law;

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve

and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Accordingly, it is our intention to redeem our public shares as soon as reasonably

possible following our 18th month and, therefore, we do not intend to comply with those procedures.

As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any

liability of our stockholders may extend well beyond the third anniversary of such date.

trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our business combination by the Termination Date may be considered a liquidating distribution under Delaware law.

the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be

brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders

with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary

of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our business combination

by the Termination Date, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could

then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

If we are unable to complete our business combination by the Termination Date, we will:

(i) cease all operations

except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then

outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law;

and (iii) as promptly as

reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors

and the requirements of other applicable law.

Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the Termination Date and, therefore, we do not intend to comply with those procedures.

our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all

existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years.

However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching

for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained in

our underwriting agreement, we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us

However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for

prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained in our

underwriting agreement, we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us

waiving any right, title, interest or claim of any kind in or to any monies held in the trust account.

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deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable

bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure you we

will be able to return $10.20 per share to our public stockholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could

be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders.

Furthermore, our

board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior

to addressing the claims of creditors.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy

law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able

to return $10.20 per share to our public stockholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed

under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders.

Furthermore, our board may

be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to

addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

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any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to provide holders of our Class A common stock the

right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public

offering or (ii) with respect to any other provisions relating to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we have not consummated our business combination within 18 months from the

closing of our initial public offering, subject to applicable law.

These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a

stockholder vote.

right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by the Termination Date or (ii) with respect to any other

provisions relating to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we have not consummated our business combination by the Termination Date, subject to applicable law.

These provisions of our

amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

In identifying, evaluating and selecting a target business for our business combination, we may encounter intense competition from other entities having a business objective similar to ours,

including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and

effecting business combinations directly or through affiliates.

Many of these entities are well established and have extensive experience identifying and effecting

business combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other resources than we do.

Our ability to acquire larger target businesses will be limited by

our available financial resources.

Our ability to acquire larger target businesses will be limited by our

available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

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negotiating an initial business combination.

Our executive offices are located at 250 Park Avenue Ste 911, New York, NY, 10177, and our telephone number is (212) 213-0243.

Our executive offices are provided to us by an affiliate of our

Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of the consummation of the initial business combination and the Company’s liquidation, the Company began to reimburse an affiliate of

the sponsor for office space, administrative and support services provided to the Company in the amount of $10,000 per month.

Our executive offices are located at 1350 Avenue of the Americas, 33 rd Floor, New York, NY, 10105, and our

telephone number is (212) 213-0243.

Our corporate website address is https://focus-impact.com/spac.

Our executive offices are provided to us by an affiliate of our sponsor.

Commencing on the date that the Company’s securities were first listed

on Nasdaq through the earlier of the consummation of the initial business combination and the Company’s liquidation, the Company began to reimburse an affiliate of the sponsor for office space, administrative and support services provided to the

Company in the amount of $10,000 per month.

We consider our current office space adequate for our current operations.

We currently have two officers.

We currently have three officers.

Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they

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Periodic Reporting and Financial Information

We have registered our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current

reports with the SEC.

We have registered our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports

with the SEC.

The SEC maintains an internet site at http://www.sec.gov that contains such reports, proxy and information statements and other information regarding issuers that file electronically with the

In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accounting firm.

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such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

We cannot assure you that any particular

target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with such requirements or that the potential target business will be able to prepare its financial statements in

accordance with such requirements.

We cannot assure you that any particular target

business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with such requirements or that the potential target business will be able to prepare its financial statements in accordance with

such requirements.

To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential acquisition candidates, we do not believe that this

limitation will be material.

We will be required to evaluate our internal controls over financial reporting procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act.

Only in the event

we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control over financial reporting procedures audited.

A target company may not

be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls over financial reporting.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act

may increase the time and costs necessary to complete any such acquisition.

While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be

We are required to evaluate our internal controls over financial reporting procedures for the fiscal year ending December 31, 2023 as required by the Sarbanes-Oxley Act.

Only in the event we are

deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control over financial reporting procedures audited.

A target company may not be in

compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls over financial reporting.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may

increase the time and costs necessary to complete any such acquisition.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business