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Item 1. Financial Statements

2025-01-23 compared with 2024-08-19 · 687 added, 667 removed, 392 unchanged (78% of the section changed)

DEVVSTREAM CORP.

FOCUS IMPACT ACQUISITION CORP.)

CONSOLIDATED BALANCE

September 30,

Current assets:

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Class A common stock subject to possible redemption, 1,717,578

shares at redemption value of $ 11.23 and 10.98 per share as of June 30 , 2024 and

shares at redemption value of $ 11.34 and 10.98 per share as of September 30 , 2024 and

December 31, 2023 , respectively

5 unchanged sentences

500,000,000 shares authorized;

issued and outstanding, (excluding 1,717,578 shares subject to possible redemption), as of June 30 ,

2024 and December 31, 2023 ,

issued and outstanding, (excluding 1,717,578 shares subject to possible redemption), as of September 30 , 2024 and December 31, 2023 , respectively

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

shares issued and outstanding as of June 30 , 2024 and December 31, 2023 , respectively

shares issued and outstanding as of September 30 , 2024 and December 31, 2023 , respectively

Additional paid-in capital

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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DEVVSTREAM CORP.

FOCUS IMPACT ACQUISITION CORP.)

2 unchanged sentences

For the Three Months Ended

For the Six Months

September 30,

For the Nine Months

September 30,

Operating costs

Loss from operations

Other Income, net

Change in fair value of warrant liabilities

Recovery of offering costs allocated to warrants

Operating account interest income

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Provision for income taxes

Net (loss) income

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption

Basic and diluted net loss per share, Class A common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock

Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock

Basic and diluted net loss per share, non-redeemable Class A and Class B common stock

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DEVVSTREAM CORP.

FOCUS IMPACT ACQUISITION CORP.)

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STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX

MONTHS ENDED JUNE 30, 2024

FOR THE THREE AND NINE

MONTHS ENDED SEPTEMBER 30, 2024

Class A Common Stock

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Balance as of January 1, 2024

Remeasurement of Class A common stock subject to possible redemption to redemption amount

Remeasurement of Class A

common stock subject to

possible redemption to

redemption amount

Balance as of March 31, 2024

Remeasurement of Class A common stock subject to possible redemption to redemption amount

Remeasurement of Class A

common stock subject to

possible redemption to

redemption amount

Balance as of June 30, 2024

FOR THE THREE AND SIX

MONTHS ENDED JUNE 30, 2023

Remeasurement of Class A common stock subject to possible redemption to redemption amount

Balance as of September 30, 2024

FOR THE THREE AND NINE

MONTHS ENDED SEPTEMBER 30, 2023

Class B Common Stock

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Excise tax payable in connection with redemptions

Extension funding of Trust Account

Remeasurement adjustment of carrying value of Class A common stock to redemption amount

Balance as of June 30, 2023

Waiver of Deferred Underwriters’ Fee

Extension funding of Trust Account

Remeasurement adjustment of carrying value of Class A common stock to redemption amount

Balance as of September 30, 2023

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DEVVSTREAM CORP.

FOCUS IMPACT ACQUISITION CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash flows from operating activities:

Net (loss) income

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Change in fair value of warrant liability

Recovery of offering

costs allocated to warrants

Income from investments held in Trust Account

7 unchanged sentences

Cash flows from investing activities:

Trust extension funding

Investments in trust account

Funds withdrawn for redemptions

Withdrawal of investments held in Trust for taxes

Cash withdrawn from Trust Account in connection with redemption

Cash withdrawn from Trust Account to pay taxes obligation

Return of excess withdrawals for taxes

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Excise tax payable in connection with redemption

The accompanying notes are an integral part of these unaudited condensed consolidated

financial statements.

Impact of the waiver of deferred commission by the underwriters

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DEVVSTREAM CORP.

FOCUS IMPACT ACQUISITION CORP.)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Note 1 - Organization and Business Operations

Organization and General

Focus Impact Acquisition Corp.

(the “Company” or “FIAC”) is a blank check company incorporated in Delaware on February 23, 2021.

The Company was formed for the purpose

of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one

or more businesses (the “Initial Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2024, the Company had not commenced any operations.

All activity for the period from February 23, 2021 (inception) through June 30, 2024 relates to the

Company’s formation and the Initial Public Offering (“IPO”) (as defined below), and since the closing of the IPO, the search for a prospective and consummation of an Initial Business Combination.

The Company will not generate any operating revenues

until after the completion of its Initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

Prior to the closing of its Business Combination (as defined below) on November 6, 2024 (see Note 9 (Subsequent Events)), Focus Impact Acquisition Corp.

(the “Company”

or “FIAC”), the predecessor of DevvStream Corp., was a blank check company incorporated in Delaware on February 23, 2021.

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or similar business combination with one or more businesses (the “Initial Business Combination”).

The Company was an

early stage and emerging growth company and, as such, the Company was subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2024, the Company had not commenced any operations.

All activity for the period from

February 23, 2021 (inception) through September 30, 2024 related to the Company’s formation and the initial public offering (“IPO”), and since the closing of the IPO, the search for a prospective and consummation of an Initial Business

The Company did not generate any operating revenues until after the closing of its Business Combination.

The Company generated non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived

from the IPO.

Sponsor and Financing

The Company’s sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

The Company’s sponsor was Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s IPO was declared effective on October 27, 2021 (the “Effective Date”).

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IPO of 23,000,000 units (the “Units”) which included the exercise of the underwriters’ option to purchase an additional 3,000,000 Units at the IPO price to cover over-allotments.

Each Unit consists of one share of Class A common stock, $ 0.0001 par value per share (the “Class A

common stock”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof

to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share, subject to adjustment.

The Units were sold at an offering price of $ 10.00

per Unit, generating gross proceeds of $ 230,000,000 , which is discussed in Note 3.

Simultaneously with the closing of IPO the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $ 1.00

per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $ 11,200,000 .

Upon the closing of the IPO (including the full exercise of the underwriters’ over-allotment option) and the private placement, $ 234,600,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A common stock sold in the IPO, at

Each Unit consisted of one share of Class A common stock, $ 0.0001 par value per share

(the “Class A common stock”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the

holder thereof to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share, subject to adjustment.

The Units were sold at an offering price of $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 , which is discussed in Note 3.

Simultaneously with the closing of IPO, the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $ 1.00 per Private

Placement Warrant to the Sponsor, generating gross proceeds to the Company of $ 11,200,000 .

Upon the closing of the IPO (including the full exercise of the underwriters’ over-allotment option) and the private placement, $ 234,600,000 had been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A common stock sold in the IPO, at

their redemption value of $ 10.20 per share.

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or more target businesses that together have a fair market value equal to at least 80 % of the value of the assets held in the Trust

Account (as defined below) (excluding the deferred underwriting commissions and taxes payable) at the time of the Company signing a definitive agreement in connection with the Initial Business Combination.

The Company will only complete an Initial

Business Combination if the post-Initial Business Combination company owns or acquires 50 % or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

assurance that the Company will be able to successfully effect an Initial Business Combination.

Account (excluding the deferred underwriting commissions and taxes payable) at the time of the Company signing a definitive agreement in connection with the Initial Business Combination.

The Company would only complete an Initial Business

Combination if the post-Initial Business Combination company would own or acquire 50 % or more of the outstanding voting securities of

the target or otherwise acquired a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

assurance that the Company would be able to successfully effect an Initial Business Combination.

Upon the closing of the IPO, $ 10.20 per Unit sold in the

IPO (including the full exercise of the underwriters’ over-allotment option) and the proceeds of the sale of the Private Placement Warrants, are held in a trust account (“Trust Account”) and will be invested only in U.S.

government securities with

a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

IPO (including the full exercise of the underwriters’ over-allotment option) and the proceeds of the sale of the Private Placement Warrants, are held in a Trust Account and were invested only in U.S.

government securities with a maturity of 185

days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

The Trust Account is intended as a holding place

for funds pending the earliest to occur of:

(a) the completion of the Initial Business Combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated

certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A common stock the right to have their shares redeemed in connection with the Initial Business Combination or

to redeem 100 % of the Company’s public shares if the Company does not complete the Initial Business Combination by June 1, 2024, which

can be extended to November 1, 2024 (with required funding in the Trust Account) or (ii) with respect to any other provisions relating to the rights of holders of the Company’s Class A common stock, and (c) the redemption of the Company’s public

shares if the Company has not consummated the Initial Business Combination by June 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account) subject to applicable law.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of the

Initial Business Combination either (i) in connection with a stockholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a

proposed Initial Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the

The Trust Account was intended as a holding place for funds pending

the earliest to occur of:

(a) the completion of the Initial Business Combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of

incorporation, as amended (“Certificate of Incorporation”) (i) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A common stock the right to have their shares redeemed in connection with the

Initial Business Combination or to redeem 100 % of the Company’s public shares if the Company did not complete the Initial Business

Combination within the time period specified by the Certificate of Incorporation (with required funding in the Trust Account) or (ii) with respect to any other provisions relating to the rights of holders of the Company’s Class A common stock, and

(c) the redemption of the Company’s public shares if the Company had not consummated the Initial Business Combination within the time period specified by the Certificate of Incorporation (with required funding in the Trust Account) subject to

applicable law.

The Company would have provided its public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of

the Initial Business Combination either (i) in connection with a stockholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company would seek stockholder approval of a

proposed Initial Business Combination or conduct a tender offer would have been made by the Company, solely in the Company’s discretion, and would be based on a variety of factors such as the timing of the transaction and whether the terms of the

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

The public stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination

including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations.

The amount in

the Trust Account is initially anticipated to be approximately $ 10.20 per public share.

All of the Public Shares contain a redemption

feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with an Initial Business Combination and in connection with certain amendments

to the amended and restated certificate of incorporation.

In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require

common stock subject to redemption to be classified outside of permanent equity.

Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified

as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20.

The Class A common stock is subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to

The public stockholders would have been entitled to redeem their shares at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business

Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations.

amount in the Trust Account was initially anticipated to be approximately $ 10.20 per public share.

All of the Public Shares contained a

redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there was a stockholder vote or tender offer in connection with an Initial Business Combination and in connection with certain

amendments to the Certificate of Incorporation.

In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common

stock subject to redemption to be classified outside of permanent equity.

Given that the Public Shares would be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as

temporary equity would be the allocated proceeds determined in accordance with ASC 470-20.

The Class A common stock was subject to ASC 480-10-S99.

If it was probable that the equity instrument would become redeemable, the Company had the option to

either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii)

recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes immediately.

The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

The Public Shares are redeemable and will be classified as such on the

balance sheet until such date that a redemption event takes place.

In such case, the Company will proceed with an Initial Business Combination, and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted

are voted in favor of the Initial Business Combination.

The Company’s amended and restated certificate of incorporation provides that the Company will have until the Termination Date (as defined below) to complete the

Initial Business Combination.

If the Company does not complete the Initial Business Combination by the Termination Date, the Company will:

The Company had elected to recognize the changes immediately.

The accretion or remeasurement were treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

The Public Shares were redeemable and were classified as such on the balance

sheet until such date that a redemption event takes place.

The Certificate of Incorporation provided that the Company had until the Termination Date (as defined below) to complete the Initial Business Combination.

Company did not complete the Initial Business Combination by the Termination Date, the Company would:

(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 the Company’s 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’

(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 the Company to pay the Company’s 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 would completely extinguish public stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law;

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stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors 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 the Initial Business Combination and a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would

modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the Initial Business Combination or to redeem 100 % of the Company’s public shares if the Company does not complete the Initial Business Combination by June 1, 2024, which can be extended to November

1, 2024 (with required funding in the Trust Account) or (B) with respect to any other provision relating to the rights of holders of the Company’s 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 the Company fails to consummate an Initial Business Combination by June 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account) (although they will be

entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the Initial Business Combination within the prescribed time frame).

Further, the Company has agreed not to

enter into a definitive agreement regarding an Initial Business Combination without the prior consent of the Sponsor.

If the Company submits the Initial Business Combination to the Company’s public stockholders for a vote, the Company will complete

the Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or by a

prospective target business with which the Company has 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 the value of the

trust assets, in each case net of the interest which may be withdrawn to pay the Company’s franchise and income taxes.

This liability will not apply with respect 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 the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act ” ).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third

party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that

the Sponsor’s only assets are securities of the Company.

The Company has not asked the Sponsor to reserve for such indemnification obligations.

None of the Company’s officers will indemnify the Company for claims by third parties including, without

limitation, claims by vendors and prospective target businesses.

The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they 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 the Initial Business Combination and a stockholder vote to approve an amendment to the Certificate of Incorporation (A) that would modify the substance or

timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the Initial Business Combination or to redeem 100 % of the Company’s public shares if the Company does not complete the Initial Business Combination within the time period specified by the Certificate of Incorporation (with

required funding in the Trust Account) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A commons stock and (ii) to waive their rights to liquidating distributions from the trust account with

respect to any founder shares they held if the Company failed to consummate an Initial Business Combination within the time period specified by the Certificate of Incorporation (with required funding in the Trust Account) (although they would be

entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company failed to complete the Initial Business Combination within the prescribed time frame).

Further, the Company agreed not to enter

into a definitive agreement regarding an Initial Business Combination without the prior consent of the Sponsor.

If the Company submitted the Initial Business Combination to the Company’s public stockholders for a vote, the Company would have

completed the Initial Business Combination only if a majority of the outstanding shares of common stock voted were voted in favor of the Initial Business Combination.

The Sponsor agreed that it would be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or by a

prospective target business with which the Company had discussed entering into a transaction agreement, reduced 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 the value of the trust assets, in each case

net of the interest which may be withdrawn to pay the Company’s franchise and income taxes.

This liability did not apply with respect 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 the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an

executed waiver is deemed to be unenforceable against a third party, then the Sponsor would not be responsible to the extent of any liability for such third-party claims.

The Company did not independently verify whether the Sponsor had sufficient

funds to satisfy its indemnity obligations and believed that the Sponsor’s only assets were securities of the Company.

The Company did not ask the Sponsor to reserve for such indemnification obligations.

None of the Company’s officers indemnified

the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

On August 9, 2024,

the Company filed a definitive proxy statement/prospectus with the Securities and Exchange Commission (“SEC”) for the solicitation of proxies in connection with a special meeting of the Company’s stockholders to be held on September 10, 2024, to

vote upon, among other things, a proposal to adopt and approve as amended from time to time, the Business Combination Agreement (as defined below).

On September 6,

2024, the Company determined to postpone the August 2024 special meeting until September 13, 2024.

In connection with the postponement of the special meeting until September 13, 2024, the deadline for the submission of public shares of Class A

common stock for redemption was extended to September 11, 2024.

On September 10,

2024, the Company filed definitive additional materials with the SEC.

The original Nasdaq Proposal included in the definitive proxy statement contemplated the issuance of any and all New PubCo Common Shares (as defined below) in connection

with the Business Combination Agreement.

The Revised Nasdaq Proposal contemplated the issuance of Class A Common Stock or New PubCo Common Shares contemplated by both (i) the Business Combination Agreement and (ii) any financing arrangement

to be entered into by the Company prior to the Closing.

The Company may have issued up to an additional 5,000,000 shares of Class

A Common Stock or New PubCo Common Shares pursuant to such financing arrangements.

13, 2024, the Company held a special meeting relating to its proposed Business Combination (discussed below).

The proposals submitted for a vote of the stockholders at the special meeting included (i) the Business Combination Proposal, (ii)

the SPAC Continuance Proposal, (iii) the Nasdaq Proposal, (iv) the Charter Proposal, (v) the Advisory Charter Proposal, (vi) the Incentive Plan Proposal and (vii) the Adjournment Proposal.

Such proposals are described in greater detail in

the definitive proxy statement/prospectus of the Company, which was filed with the SEC on August 9, 2024.

The stockholders of the Company approved (i) the Business Combination Proposal, (ii) the SPAC Continuance Proposal, (iii) the Nasdaq

Proposal, (iv) the Charter Proposal, (v) the Advisory Charter Proposal, (vi) the Incentive Plan Proposal and (vii) the Adjournment Proposal at the special meeting on September 13, 2024.

Extension of Combination Period

On April 25, 2023, the Company held a special meeting of stockholders (the “Extension Meeting”) to amend the Company’s amended and restated certificate of

incorporation to (i) extend the date (the “Termination Date”) by which the Company has to consummate an Initial Business Combination from May 1, 2023 (the “Original Termination Date”) to August 1, 2023 (the “Charter Extension Date”) and to allow

the Company, without another shareholder vote, to elect to extend the Termination Date to consummate an Initial 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 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 the Company’s 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 the Company may not redeem shares of public stock to the extent that such redemption would result in the Company 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 the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on April 26, 2023, the Company filed the Extension Amendment and the

Redemption Limitation Amendment with the Secretary of State of Delaware.

On April 25, 2023, the Company held a special meeting of stockholders (the “Extension Meeting”) to amend the Certificate of Incorporation to (i) extend the date (the

“Termination Date”) by which the Company had to consummate an Initial Business Combination from May 1, 2023 (the “Original Termination Date”) to August 1, 2023 (the “Charter Extension Date”) and to allow the Company, without another stockholder vote,

to elect to extend the Termination Date to consummate an Initial 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 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 the Company’s 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 the Company may not redeem shares of public stock to the extent that such redemption would result in the Company

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 stockholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at

the Extension Meeting and on April 26, 2023, the Company 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 shares of Class A common stock 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 the Company does not consummate an Initial Business Combination by August 1, 2023, the Lender may contribute to the Company the lesser of (a) $ 162,500 or (b) $ 0.0325 per each share of

public stock that is not redeemed in connection with the Extension Meeting as a loan to be deposited into the Trust Account for each of nine

As disclosed in the proxy

statement relating to the Extension Meeting, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) would 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 the Company did not consummate an Initial Business Combination by August 1, 2023, the Lender may contribute to the Company the

lesser of (a) $ 162,500 or (b) $ 0.0325

per each share of public stock 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.

Because the Extension Amendment Proposal was approved, the Sponsor deposited $ 487,500 into the Trust Account, and the Termination Date was extended to August 1, 2023.

From August 2023 through December 2023, the Sponsor deposited

an aggregate of $ 812,500 into the Trust Account extending the Termination Date to January 1, 2024.

On December 29, 2023, the Company held a special meeting of stockholders (the “Second Extension Meeting”) to amend the Company’s amended and restated certificate of

incorporation to extend the Termination Date from January 1, 2024 to April 1, 2024 (the “Second Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate an Initial

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 the Company’s board of directors if requested by the Sponsor, and upon five days ’ advance notice prior to the applicable Termination Date, until November 1, 2024, or a total of up to ten months after January 1, 2024, unless the closing of the Company’s Initial Business Combination shall have occurred prior to such date (such

Because the Extension Amendment Proposal was approved, the Sponsor deposited $ 1,300,000 into the Trust Account, and the Termination Date was extended to January 1, 2024.

On December 29, 2023, the Company held a special meeting of stockholders (the “Second

Extension Meeting”) to amend the Certificate of Incorporation to extend the Termination Date from January 1, 2024 to April 1, 2024 (the “Second Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to

extend the Termination Date to consummate an Initial 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 the Company’s board of directors if requested by the Sponsor, and upon five days ’ advance notice prior to the applicable Termination Date, until November 1, 2024, or a total of up to ten months after January 1, 2024, unless the closing of the Company’s Initial Business Combination shall have occurred prior to such date (such

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

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

In connection with the vote to approve the Second Extension Amendment Proposal, 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 $ 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 Lender

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 the Company does not consummate an Initial Business Combination by

April 1, 2024, the Lender may contribute to the Company the lesser of (a) $ 40,000 or (b) $ 0.02 per each public share that is not redeemed in connection with the Second 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 Amendment Proposal was approved, the Sponsor deposited $ 103,055 into the Trust Account, and

the Termination Date was extended to April 1, 2024.

In each of March 2024 , April 2024, May 2024 , June

2024 and July 2024 , the Sponsor deposited $ 34,352 into the Trust Account extending the Termination Date to September 1, 2024, which can be extended to November 1, 2024 (with required funding of the Trust Account).

At June 30, 2024 and December 31, 2023, the

Company had $ 25,843 and $ 75,773 ,

respectively, of restricted cash related to funds withdrawn from the Trust Account reserved to the payment of taxes.

On March 27, 2024, the Company transferred $ 75,773 to the Trust Account related to excess funds withdrawn and the timing of the payment of taxes and no longer has restricted cash related to December 31, 2023.

As of the filing of

this Form 10-Q, the $ 25,843 of excess funds withdrawn from the Trust Account has not been returned to the Trust Account.

In connection with the vote to approve the Second Extension Amendment Proposal, 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 $ 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 were approved, the Lender 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 the

Company did not consummate an Initial Business Combination by April 1, 2024, the Lender may have contributed to the Company the lesser of (a) $ 40,000

or (b) $ 0.02 per each public share that was not redeemed in connection with the Second Extension Meeting as a loan to be deposited into

the Trust Account for each of seven one-month

extensions following April 1, 2024.

As described in more detail in Note 9 (Subsequent Events), the Company also held an additional special meeting of stockholders on October 31, 2024.

At September 30, 2024 and December 31, 2023, the Company had $ 25,843 and $ 75,773 , respectively, of

restricted cash related to funds withdrawn from the Trust Account reserved to the payment of taxes.

On March 27, 2024, the Company transferred $ 75,773

to the Trust Account related to excess funds withdrawn and the timing of the payment of taxes and no longer has restricted cash related to December 31, 2023.

As of the filing of this Form 10-Q, the $ 25,843 of excess funds withdrawn from the Trust Account has not been returned to 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 an Initial 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 June 30, 2024, 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.

Second 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 an Initial Business Combination, the Second Promissory Note will be repaid only

from amounts remaining outside of the Trust Account, if any.

As of June 30, 2024, an aggregate of $ 1,175,000 has been drawn under the

Second Promissory Note.

The Promissory Note did not bear interest and matured upon closing of the

Company’s Initial Business Combination.

In the event that no Initial Business Combination was consummated, the Promissory Note would be repaid only from amounts remaining outside of the Trust Account, if any.

Up to the total principal amount of the

Promissory Note was 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 would be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering.

As of September 30, 2024, an aggregate of $ 1,500,000 had 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 did not bear

interest and matured upon closing of the Company’s Initial Business Combination.

In the event that the Company did not consummate an Initial Business Combination, the Second Promissory Note would be repaid only from amounts remaining outside of the

Trust Account, if any.

As of September 30, 2024, an aggregate of $ 1,475,000 had been drawn under the Second Promissory Note.

in more detail in Note 9 (Subsequent Events) , the Company agreed, in connection with the closing of the Business Combination, to issue New Convertible Notes (as defined below) in exchange for the cancellation and conversion of the Focus Partners Convertible Note (as defined below), the Focus Sponsor Convertible Notes (as

defined below) and the Unpaid Fees (as defined below) .

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

On October 16, 2023, the Company, received a written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC

(“Nasdaq”) notifying the Company that it was no longer in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400

total holders for continued listing on the Nasdaq Global Market (the “Minimum Public Holders Rule”).

Based on the Company’s plan of compliance submitted to Nasdaq on November 17, 2023, Nasdaq granted the Company an extension until April 15, 2024 to regain

compliance with the Minimum Public Holders Rule.

On October 16, 2023, the Company, received a written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying

the Company that it was no longer in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 total holders for

continued listing on the Nasdaq Global Market (the “Minimum Public Holders Rule”).

Based on the Company’s plan of compliance submitted to Nasdaq on November 17, 2023, Nasdaq granted the Company an extension until April 15, 2024 to regain compliance

with the Minimum Public Holders Rule.

On April 12, 2024, the Company regained compliance with the Minimum Public Holders Rule.

On October 28, 2024,

the Company received a notice (the “Delisting Notice”) from the staff of the Listing Qualifications Department of Nasdaq stating that Nasdaq has determined to delist FIAC’s securities from Nasdaq and will suspend trading in those securities

effective at the open of business on November 4, 2024.

Nasdaq reached its decision pursuant to Nasdaq IM-5101-2 because the Company did not complete one or more business combinations within 36 months of the effectiveness of its Initial Public Offering registration statement.

In connection with the consummation of the Business Combination described below, the New PubCo Common

Shares were listed on Nasdaq.

Conversion of Class B common stock to Class A common stock

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shares of the company’s Class B common stock, par value $ 0.0001 per share (the “Class B common stock”) to shares of Class A common stock.

Notwithstanding the conversions, the Sponsor will not be entitled to receive any monies held in the Trust Account as a result of its ownership of shares of Class A common stock issued upon conversion of the Class B common stock.

The converted

shares of Class A common stock hold no interest in the Trust Account and are non-redeemable.

Following such conversion and taking into

account the redemptions described above, we have an aggregate of 6,717,578 shares of Class A common stock issued and outstanding and

an aggregate of 750,000 shares of Class B common stock issued and outstanding.

Notwithstanding the conversions, the Sponsor was not entitled to receive any monies held in the Trust Account as a result of its ownership of shares of Class A common stock issued upon conversion of the Class B common stock.

The converted shares of

Class A common stock held no interest in the Trust Account and were non-redeemable.

Following such conversion and taking into account the

redemptions described above, we had an aggregate of 6,717,578 shares of Class A common stock issued and outstanding and an aggregate

of 750,000 shares of Class B common stock issued and outstanding.

As described in more detail in Note 9 (Subsequent Events), the

Company converted additional Class B common stock to Class A common stock on October 29, 2024 and November 6, 2024.

Proposed Business Combination

On September 12, 2023, FIAC entered into a Business Combination Agreement (as amended on May 1, 2024 and 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 each 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

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 during the third quarter of 2024.

Representations, Warranties and Covenants

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 conditions:

(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);

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;

(g) the 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

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:

(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”).

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”).

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.

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.

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

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:

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).

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).

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.

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 Agreement.

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

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”).

(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.

(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).

Amendment No.

1 to the Business Combination Agreement

On May 1, 2024, FIAC, Amalco Sub and DevvStream entered into Amendment No.

1 to the Business Combination

Agreement (the “First Amendment”), which amends the Business Combination Agreement.

The First Amendment provides, among other things, that:

to the FIAC Continuance, (a) each issued and outstanding unit of FIAC, consisting of (I) one share of Class A common

stock, and (II) one-half of one redeemable warrant exercisable for one share of Class A Common Stock, that has not

been previously separated into its component securities prior to the FIAC Continuance shall automatically convert into securities of New PubCo identical to (i) a number of New PubCo Common Shares equal to the Reverse Split Factor

(as defined below) and (ii) a number of warrants to purchase one New PubCo Common Share equal to one-half (1/2) of the

Reverse Split Factor at an exercise price equal to the Adjusted Exercise Price (as defined below), (b) each issued and outstanding share of Class A common stock that has not been redeemed shall remain outstanding and automatically

convert into a number of New PubCo Common Shares equal to the Reverse Split Factor, (c) each issued and outstanding share of Class B common stock, shall automatically convert into a number of New PubCo Common Shares equal to the

Reverse Split Factor or be forfeited in accordance with the Sponsor Side Letter, as amended, and (d) each Public Warrant and Private Placement Warrant, will be assumed by New PubCo and automatically converted into the right to

exercise such warrant for a number of New PubCo Common Shares equal to the Reverse Split Factor at an exercise price equal to the Adjusted Exercise Price.

Any fractional shares or warrants to be issued pursuant to the FIAC

Continuance will be rounded down to the nearest whole share or warrant;

to the Amalgamation, New PubCo shall issue, and the holders of Company Shares collectively shall be entitled to receive a number of New PubCo Common Shares equal to (a) the Amended Common Amalgamation Consideration (as defined

below), plus (b) solely to the extent any Multiple Voting Company Shares and Subordinated Voting Company Shares are required to be issued to Approved Financing Sources (as defined below) pursuant to Approved Financings (as defined

below) in connection with the Closing, a number of New PubCo Common Shares equal to (i) each such Company Share multiplied by (ii) the Per Common Share Amalgamation Consideration (as defined below) in respect of such Company

The “Amended Common Amalgamation Consideration” means, with respect to the Company Shares, Company Options

and Company Warrants, a number of New PubCo Common Shares equal to the product of (A) the Reverse Split Factor, multiplied by (B) the Common Amalgamation Consideration.

For the avoidance of doubt, “Fully Diluted Common Shares Outstanding”

shall not include any Subordinated Voting Company Shares to be issued (including pursuant to the exercise and conversion of Company Warrants) to any Approved Financing Source pursuant to an Approved Financing.

The “Approved Financing

Source” means a person engaged by DevvStream after the date of the First Amendment to act as an investment bank, financial advisor, broker or similar advisor in connection with any financing which has been approved by FIAC in accordance

with the terms of the Business Combination Agreement (an “Approved Financing”).

The “Reverse Split Factor” means an amount equal to the lesser of (a) the quotient obtained by dividing the Final Company Share Price by $ 0.6316 and (b) one.

The “Final Company Share Price” means the closing price of the Subordinated Voting Company Shares on the Cboe Canada stock

exchange, as of the end of last trading day prior to the Closing (and if there is no such closing price on the last trading day prior to the Closing, the closing price of the Subordinated Voting Company Shares on the last trading day prior

to the Closing on which there is such a closing price), converted into United States dollars based on the Bank of Canada daily exchange rate on the last business day prior to the Closing.

The “Adjusted Exercise Price” means $ 11.50 multiplied by a fraction (x) the numerator of which is the number of shares of common stock purchasable upon the exercise of the Warrants

immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of common stock purchasable immediately thereafter.

On September 12, 2023, FIAC entered into a Business

Combination Agreement (as amended on May 1, 2024 and 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”).

On May 1, 2024, FIAC, Amalco Sub and DevvStream entered into

Amendment No.

2 to the Business Combination Agreement

1 to the Business Combination Agreement (the “First Amendment”).

On August 10, 2024, FIAC, Amalco Sub and DevvStream entered into Amendment No.

Business Combination Agreement (the “Second Amendment”), which amends the Business Combination Agreement.

The Second Amendment extended the Outside Date from August 11, 2024 to October 31, 2024.

Sponsor Side Letter

In connection with signing the Business Combination Agreement, FIAC and the Sponsor entered into a letter agreement, dated

September 12, 2023, as amended (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 Continuance at the closing of the Proposed Transactions and (ii) with FIAC Sponsor’s consent, up to 30 %

of its SPAC Class B 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.

the Sponsor Side Letter, the Sponsor also agreed to (1) certain transfer restrictions with respect to FIAC 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 SPAC 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.

Amendment No.

1 to the Sponsor Side Letter

Concurrently with the execution of the First Amendment, FIAC and the Sponsor entered into Amendment No.

1 to the Sponsor

Side Letter (the “Sponsor Side Letter Amendment”), pursuant to which, among other things, the Sponsor agreed and acknowledged that (i) each share of Class B common stock (other than those subject to forfeiture pursuant to the Sponsor Side Letter)

shall convert only into a number of New PubCo Common Shares (and not any other FIAC shares prior to such automatic conversion) equal to the Reverse Split Factor and (ii) that each Private Placement Warrant shall only convert into the right to

exercise such warrants for New PubCo Common Shares equal to the Reverse Split Factor.

No fractional shares shall be issued and the total number of New PubCo Common Shares to be received by the Sponsor shall be rounded down to the nearest whole

share after aggregating all New PubCo Common Shares held by the Sponsor.

As a third-party beneficiary of the Sponsor Side Letter, DevvStream consented in all respects to the Sponsor Side Letter Amendment.

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.

Effectiveness

On July 30, 2024, the Securities and Exchange Commission (the “ SEC ” ) declared effective our registration statement on Form S-4, initially filed with the SEC on December 4, 2023.

For additional information about the Business Combination, please refer to our definitive proxy statement/prospectus filed

with the SEC on August 9, 2024, pursuant to Rule 424(b)(3) of the Securities Act and our registration statement on Form S-4 initially filed with the SEC on December 4, 2023, as amended from time to time.

2 to the Business Combination Agreement (the “Second Amendment”) to

extend the Outside Date (as defined in the Business Combination Agreement) from August 11, 2024 to October 31, 2024.

For more information on the Third Amendment (as defined below) and the consummation of the Business Combination on November 6,

2024, see Note 9 (Subsequent Events) of these financial statements.

Financial and Capital Market Advisors

The Company has engaged J.V.B.

Financial Group, LLC, acting

through its Cohen & Company Capital Markets division (“CCM”), to act as its (i) its financial advisor and capital markets advisor in connection with the Business Combination and (ii) its placement agent in connection with a private placement

of debt, equity, equity-linked or convertible securities (the “Securities”) or other capital or debt raising transaction in connection with the Business Combination (the “Offering”, and, together with the Business Combination, each a

“Transaction” and collectively the “Transactions”).

The Company will pay CCM the sum of (i) an advisory fee in an

amount equal to $ 2,500,000 simultaneously with the closing of the Business Combination (the “Advisory Fee”) plus (ii) a transaction fee

in connection with the Offering of an amount equal to 4.0 % of the sum of (A) the gross proceeds raised from investors and received by

Company or DevvStream simultaneously with or before the closing of the Offering and (B) the proceeds released from the Trust Account in connection with the Business Combination with respect to any stockholder of the Company that (x) entered into

a non-redemption or other similar agreement or (y) did not redeem the Company’s common stock, in each instance to the extent such stockholder was identified to the Company by CCM (collectively, the “Offering Fee” and together with the Advisory

Fee, the “Transaction Fee”);

provided, however, CCM shall receive no fee for any gross proceeds received from, or non-redemptions obtained from any investors holding capital stock of DevvStream (other than any investor who acquired their capital

On September 12, 2023, the Company engaged J.V.B.

Financial Group, LLC, acting through its Cohen & Company Capital

Markets division (“CCM”), to act as its (i) its financial advisor and capital markets advisor in connection with the Business Combination and (ii) its placement agent in connection with a private placement of debt, equity, equity-linked or

convertible securities or other capital or debt raising transaction in connection with the Business Combination.

Pursuant to the engagement letter with CCM (“Cohen EL”), the Company agreed to pay CCM the sum of (i) an advisory fee in

an amount equal to $ 2,500,000 simultaneously with the closing of the Business Combination (the “Advisory Fee”) plus (ii) a transaction

fee in connection with the Offering of an amount equal to 4.0 % of the sum of (A) the gross proceeds raised from investors and received

by Company or DevvStream simultaneously with or before the closing of the Offering and (B) the proceeds released from the Trust Account in connection with the Business Combination with respect to any stockholder of the Company that (x) entered

into a non-redemption or other similar agreement or (y) did not redeem the Company’s common stock, in each instance to the extent such stockholder was identified to the Company by CCM;

(collectively, the “Offering Fee” together with the Advisory

Fee, the “Transaction Fee”) provided, however, CCM shall receive no fee for any gross proceeds received from, or non-redemptions obtained from any investors holding capital stock of DevvStream (other than any investor who acquired their capital

stock of DevvStream in open market activities).

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quality and delivery of services and advice hereunder, and (c) overall valuation attributable to the Transaction.

No Advisory Fee,

Offering Fee or Discretionary Fee shall be due to CCM if the Company does not complete the Business Combination.

No Advisory Fee, Offering Fee or Discretionary Fee shall be due to CCM if the Company does not complete the Business Combination.

described in more details in Note 9 (Subsequent Events), the Cohen EL was amended on October 28, 2024.

Risks and Uncertainties

The Company’s results of operations and ability to complete an Initial Business Combination may be adversely affected by

various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control.

The Company’s business could be impacted by, among other things, downturns in the financial markets or

in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending and geopolitical instability, such as the military conflict in the Ukraine.

Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an Initial business

The Company’s results of operations and ability to

complete an Initial Business Combination were adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control.

The Company’s business could be

impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending and

geopolitical instability, such as the military conflict in the Ukraine.

The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively

impact our business and the Company’s ability to complete an Initial business combination.

Consideration of Inflation Reduction Act Excise Tax

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The IR Act provides

for, among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

for, among other measures, a new U.S.

federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations.

The excise tax is imposed on the repurchasing corporation and the amount of

the excise tax is generally 1% of the fair market value of the stock repurchased.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the

fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the

application of the excise tax.

The notice generally provides that if a publicly traded U.S.

corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same

taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the

excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change.

Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by the

Company, in connection with an Initial Business Combination, extension vote or otherwise, may be subject to this excise tax.

Because any such excise tax would be payable by the Company and not by the redeeming holders, it could cause a reduction

in the value of the Company’s Class A common stock, cash available with which to effectuate an Initial Business Combination or cash available for distribution in a subsequent liquidation.

Whether and to what extent the Company would be subject to

the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business

combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any

subsequent regulations, clarifications, and other guidance issued by the Treasury.

Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S.

corporation is uncertain and has not

been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by the Company in the event the Company is unable to complete a business combination in the

required time and redeem 100% of the remaining Class A common stock in accordance with the Company’s amended and restated certificate of incorporation, in which case the amount that would otherwise be received by the public stockholders in

connection with the Company’s liquidation would be reduced.

During the second quarter, the IRS issued final regulations with respect to the timing and payment of the excise tax.

Pursuant to those regulations, the Company would need to file a return

and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024.

The Company is currently evaluating its options with respect to payment of this obligation.

If the Company is unable to pay its obligation in full, it will be subject to additional interest

and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

The Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or

avoidance of, the excise tax.

The IR Act applies only to repurchases that occur after December 31, 2022.

the second quarter of 2024, the IRS issued final regulations with respect to the timing and payment of the excise tax.

Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during

the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024.

For certain taxpayers affected by Hurricane Beryl, the deadline to file such returns and remit such payment has been extended to February 2025.

Company is currently evaluating its options with respect to payment of this obligation.

If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10%

interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

Liquidity and Capital Resources, Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update

(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the IPO may not enable it to sustain

operations for a period of at least one-year from the issuance date of these financial statements.

Based on the foregoing, management believes that the Company may not have sufficient working capital to meet its needs through the earlier of the

consummation of the Business Combination or one year from this filing.

Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective Initial Business Combination

candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Prior to the closing of its Business Combination on November 6, 2024 (see Note 9 (Subsequent Events)), in connection with

the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believed that the funds

which the Company had available following the completion of the IPO may not enable it to sustain operations for a period of at least one-year from the issuance date of these financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards

Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation, working capital deficiency, and subsequent dissolution, should the Company

be unable to complete an Initial Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern.

The Company has until June 1, 2024, which can be extended to November 1, 2024 (with required funding in

the Trust Account) to consummate an Initial Business Combination.

It is uncertain that the Company will be able to consummate an Initial Business Combination by this time.

If an Initial Business Combination is not consummated by this date, there

will be a mandatory liquidation and subsequent dissolution.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 1, 2024, which can be extended to November 1, 2024

(with required funding in the Trust Account).

Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management had determined that the mandatory liquidation, working capital deficiency, and subsequent dissolution of FIAC prior to the

closing of the Business Combination raised substantial doubt about the Company’s ability to continue as a going concern.

The Company had until May 1, 2025 to consummate an Initial Business Combination.

If an Initial Business Combination was not

consummated by this date, there would have been a mandatory liquidation and subsequent dissolution.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 1, 2025.

more information on the Third Extension Meeting and the closing of the Business Combination on November 6, 2024, see Note 9 (Subsequent Events) of these financial statements.

Following the closing of the

Business Combination, management believes that the Company may not have sufficient working capital to meet its needs during the year following this filing.

Note 2 - Significant Accounting Policies

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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

As of June 30, 2024 and

December 31, 2023, the Company had cash of $ 7,075 and $ 224,394 , respectively, and no cash equivalents.

Additionally, at June

30, 2024 and December 31, 2023, the Company had $ 25,843 and $ 75,773 , respectively, of restricted cash related to funds withdrawn from the Trust Account reserved to the payment of taxes.

As of September 30, 2024

and December 31, 2023, the Company had cash of $ 2,032 and $ 224,394 , respectively, excluding $ 25,843 and $ 75,773 , respectively, of restricted cash related to funds withdrawn from the Trust Account reserved to the payment of taxes.

The Company had no cash equivalents at September 30, 2024 or December 31, 2023.

Cash Held in Trust Account

As of June 30, 2024 and December 31, 2023, funds held in Trust Account consisted of interest bearing demand deposits and generally have a

readily determinable fair value.

As of September 30, 2024 and December 31, 2023, funds held in Trust Account consisted of interest bearing demand deposits and generally had

a readily determinable fair value.

Interest on the demand deposit account is included in income from Trust Account in the accompanying statements of operations.

1 unchanged sentence

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000.

As of June 30,

As of September

30, 2024 and December 31, 2023, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account.

16 unchanged sentences

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Net (Loss) Income Per Common Stock

The Company has two classes of common stock, which are referred to as redeemable Class A common stock and non-redeemable Class A common stock

and Class B common stock.

Earnings and losses are shared pro rata between the two classes of stockholders.

Private and public warrants to purchase 22,700,000

Class A common stock at $ 11.50 per share were issued on November 1, 2021.

No warrants were exercised during the period ended June 30, 2024 and December 31, 2023.

The calculation of diluted (loss) income per common stock does not consider the

effect of the warrants issued in connection with (i) the Initial Public Offering, (ii) the exercise of the over-allotment and (iii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events.

a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods.

Accretion associated with the redeemable Class A common stock is excluded from (loss) income per common stock as the

redemption value approximates fair value.

For the Three Months Ended June 30,

Net Loss Per Common Stock

Prior to the closing of its Business Combination on November 6, 2024 (see Note 9 (Subsequent Events)), the Company had two classes of common

stock, which are referred to as redeemable Class A common stock and non-redeemable Class A common stock and Class B common stock.

Earnings and losses were shared pro rata between the two classes of stockholders.

Private and public warrants to

purchase 22,700,000 Class A common stock at $ 11.50 per share were issued on November 1, 2021.

No warrants were

exercised during the period ended September 30, 2024 and December 31, 2023.

The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with (i) the Initial Public Offering, (ii) the

exercise of the over-allotment and (iii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events.

As a result, diluted net loss per common stock is the same as basic net loss

per common stock for the periods.

Accretion associated with the redeemable Class A common stock is excluded from loss per common stock as the redemption value approximates fair value.

For the Three Months Ended September 30,

Non-redeemable

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Basic and diluted net loss per share

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Non-redeemable

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Class A and Class

Basic diluted net (loss) income per share

Basic diluted net loss per share

Allocation of net (loss) income

Weighted average shares outstanding

Basic and diluted net (loss) income per share

Basic and diluted net loss per share

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the

condensed consolidated statement of operations.

Derivative assets and liabilities are classified in the condensed consolidated balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument

could be required within 12 months of the condensed consolidated balance sheet date.

Prior to the closing of its Business Combination on November 6, 2024 (see Note 9 (Subsequent Events)), the Company evaluated its financial

instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on

the grant date and re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statement of operations.

Derivative assets and liabilities are classified in the condensed consolidated balance sheet as

current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the condensed consolidated balance sheet date.

Warrant Liability

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Such warrant classification is also subject to re-evaluation at each reporting period.

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax

assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of June 30, 2024 and December 31, 2023, the Company’s deferred tax

asset had a full valuation allowance recorded against it.

Our effective tax rate was ( 9.8 )% and ( 124.0 )% for the three months ended June 30, 2024 and 2023, respectively, and ( 6.6 )% and 42.7 % for the six months ended June 30,

2024 and 2023, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and six

months ended June 30, 2024 and 2023, primarily due to changes in fair value in warrant liability, non-deductible transaction costs, state and city taxes and the valuation allowance on the deferred tax assets.

Additionally, the effective

tax rate differs from the statutory tax rate of 21 % for the three and six months ended June 30, 2024 due to Initial

Business Combination expenses and New York State and City taxes.

Prior to the closing of its Business Combination on November 6, 2024 (see Note 9 (Subsequent Events)), the Company accounted for income

taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and

liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of

deferred tax assets will not be realized.

As of September 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it.

The Company’s effective tax rate was ( 4.21 )% and ( 9.58 )% for the

three months ended September 30, 2024 and 2023, respectively, and ( 5.96 )% and 428.34 % for the nine months ended September 30, 2024 and 2023, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and nine months ended September 30, 2024 and 2023, primarily due to changes in fair value in warrant liability,

non-deductible transaction costs, state and city taxes and the valuation allowance on the deferred tax assets.

Additionally, the effective tax rate differs from the statutory tax rate of 21 % for the three and nine months ended September 30, 2024 due to Initial Business Combination expenses and New York State and City taxes.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating

individual elements in the current period if they are significant, unusual or infrequent.

Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or

Computing the effective tax rate for the Company was complicated due to the potential impact of the Company’s change in fair value of warrants (or

any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year.

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As such, the Company is computing its taxable income and associated income tax provision based on actual

results through June 30, 2024.

results through September 30, 2024.

ASC 740 also clarifies the accounting for uncertainty in income taxes

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interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits and income taxes, if any, as income tax expense.

There were no unrecognized tax benefits and $ 2,701

and $ 0 accrued for interest and penalties as of June 30, 2024 and December 31, 2023.

The Company is currently not aware of

any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits and income taxes, if any, as income tax

There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023.

As of September 30,

2024 and December 31, 2023 the Company accrued $ 4,064 and $ 0 for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

The Company has identified the United States, New York State and New York City as its only “major” tax jurisdiction.

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All of the common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with

the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

In accordance with

SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of

permanent equity.

Therefore, all shares of Class A common stock have been classified outside of permanent equity.

the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Certificate of Incorporation.

In accordance with SEC and its staff’s guidance

on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

all shares of Class A common stock have been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value

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Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

As of June 30, 2024 and December 31, 2023, the Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheet are

As of September 30, 2024 and December 31, 2023, the Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheet are

reconciled in the following table:

September 30,

As of beginning of the period

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Class A common stock subject to possible redemption

At December 31, 2023, an excess of $ 75,773 was withdrawn from the interest earned in the Trust

Account related to the timing of payments of taxes.

At December 31, 2023, an excess of $ 75,773 was withdrawn from

the interest earned in the Trust Account related to the timing of payments of taxes.

During the first quarter of 2024, the Company has repaid the excess withdrawals from the Trust Account.

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Class A common stock of the Company, par value $ 0.0001 per share, and one-half of one warrant of the Company.

Each full Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $ 11.50 per

Each full Warrant entitled the holder thereof to purchase one share of Class A Common Stock at a price of $ 11.50 per

Following the closing of the IPO on November 1, 2021, $ 234,600,000

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deposited into the Trust Account.

The net proceeds deposited into the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less

or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

The net proceeds deposited into the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or

in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Public Warrants

Each whole warrant entitles the registered holder to purchase one

whole share of the Class A common stock at a price of $ 11.50 per share, subject to adjustment, at any time commencing on the later of twelve months from the closing of the IPO and 30

days after the completion of the Initial Business Combination.

The warrants will expire five years after the completion of the Initial

Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Initial

Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the

warrants, and the Company will use commercially reasonable efforts to cause the same to become effective within 60 business days

after the closing of the Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as

Prior to the adjustment of the warrant terms, as described in Note 9 (Subsequent Events), each whole warrant entitled the registered holder to purchase one whole share of the Class A common stock at a price of $ 11.50 per share, subject to adjustment, at any time commencing on the later of twelve months

from the closing of the IPO and 30 days after the completion of the Initial Business Combination.

The warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Company had agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Initial

Business Combination, the Company would use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the

warrants, and the Company would use commercially reasonable efforts to cause the same to become effective within 60 business days

specified in the warrant agreement;

provided that if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under

Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the

event the Company so elects, will not be required to file or maintain in effect a registration statement, but will use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption

is not available.

provided that if the Company’s Class A common stock was at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfied the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and,

in the event the Company so elected, would not be required to file or maintain in effect a registration statement, but would use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an

exemption is not available.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th day after the closing of the Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the

Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but will use commercially reasonably efforts to

Company would have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but use commercially reasonably efforts to

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warrants, as described above.

information on the adjustment of the warrant terms following the closing of the Business Combination, see Note 9 (Subsequent Events).

Note 4 - Private Placement

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per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $ 11,200,000 .

A portion of the proceeds from the Private Placement Warrants has been added to the proceeds from the IPO to be held in the Trust Account.

If the Company does not

complete an Initial Business Combination by the Termination Date, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private

Placement Warrants will expire worthless.

A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account.

If the Company did not complete

an Initial Business Combination by the Termination Date, the proceeds of the sale of the Private Placement Warrants would be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Placement

Warrants would expire worthless.

The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or

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The Sponsor, officers and directors have entered into a letter agreement with the Company, 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 the Initial Business Combination and a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A)

that would modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the Initial Business Combination or to redeem 100 % of the Company’s public shares if the Company does not complete the Initial Business Combination until June 1, 2024, which can be extended to November 1, 2024 (with required funding

in the Trust Account) or (B) with respect to any other provision relating to the rights of holders of the Company’s 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 the Company fails to consummate an Initial Business Combination until June 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account) (although they will be entitled to liquidating

distributions from the trust account with respect to any public shares they hold if the Company fails to complete the Initial Business Combination within the prescribed time frame).

Further, the Company has agreed not to enter into a definitive

respect to any founder shares and public shares held by them in connection with the completion of the Initial Business Combination and a stockholder vote to approve an amendment to the Certificate of Incorporation (A) that would modify the

substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the Initial Business Combination or to redeem 100 % of the Company’s public shares if the Company did not complete the Initial Business Combination within the time period specified by the Certificate of Incorporation (with required funding in the Trust

Account) or (B) with respect to any other provision relating to the rights of holders of the Company’s 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 the Company failed to consummate an Initial Business Combination within the time period specified by the Certificate of Incorporation (with required funding in the Trust Account) (although they would be entitled to liquidating

distributions from the trust account with respect to any public shares they hold if the Company failed to complete the Initial Business Combination within the prescribed time frame).

Further, the Company had agreed not to enter into a definitive

agreement regarding an Initial Business Combination without the prior consent of the Sponsor.

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The founder shares will automatically convert into shares of Class A common stock upon consummation of an Initial Business Combination on a one -for-one basis, subject to certain adjustments, as described in Note 8.

Pursuant to the Sponsor

Side Letter, the Sponsor agreed to (1) certain transfer restrictions with respect to the Company’s 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 Company 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.

For more information on the conversion of the founder shares, see Note 9

(Subsequent Events).

In connection with

signing the Business Combination Agreement, FIAC and the Sponsor entered into a letter agreement, dated September 12, 2023, as amended (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 continuance at the closing of the Transactions and (ii) with Sponsor’s consent, up to

30 % of its SPAC Class B 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 agreed to (1) certain transfer restrictions with respect to the Company’s 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 reslts 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 Company shares held by it in favor of the Business Combination Agreement, the arrangement resolution and the Transactions, and provided customary representations and

warranties and covenants related to the foregoing.

For more information on amendments to the Sponsor Sider Letter, see Note 9 (Subsequent Events).

Related Party Loans

In order to finance transaction costs in connection with an intended Initial Business Combination, the Sponsor or an

affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes an Initial Business Combination, the

Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company.

affiliate of the Sponsor or certain of the Company’s officers and directors may have, but were not obligated to, loan the Company funds as may have been required (the “Working Capital Loans”).

If the Company completed an Initial Business

Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company.

Otherwise, such loans would be repaid only out of funds held outside the Trust Account.

In the event that the Initial Business Combination

does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts.

Up to $ 1,500,000 of such loans may be convertible into warrants, at a price of $ 1.00 per warrant at the option of the lender.

In the event that the Initial

Business Combination did not close, the Company may have used a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts.

Up to $ 1,500,000 of such loans were convertible into warrants, at a price of $ 1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

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.

At June 30, 2024 and

December 31, 2023, $ 1,500,000 was outstanding and reported on the condensed consolidated balance sheets as a component of

Promissory note - related party .

On December 1, 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.

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 an Initial Business Combination, the

Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any.

As of June 30 , 2024 and December 31, 2023, $ 1,175,000 and

$ 375,000 , respectively, was outstanding and reported on the condensed consolidated balance sheets as a component of Promissory note -

related party.

On May 9, 2023, the Company issued the Promissory

30, 2024 and December 31, 2023, $ 1,500,000 was outstanding and reported on the condensed consolidated balance sheets as a

component of Promissory note - related party .

On December 1, 2023, the Company issued the Second Promissory Note.

The Second Promissory Note did not bear interest and matured upon closing of the Company’s Initial Business Combination.

that the Company did not consummate an Initial Business Combination, the Promissory Note would be repaid only from amounts remaining outside of the Trust Account, if any.

As of September 30 , 2024 and December 31, 2023, $ 1,475,000 and $ 375,000 , respectively, was outstanding and

reported on the condensed consolidated balance sheets as a component of Promissory note - related party.

Administrative Fees

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per month for office space, utilities and secretarial and administrative support provided to the Company.

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

three and six months ended June 30 ,

2024 and 2023, the Company

incurred $ 30,000 and $ 60,000

in administrative support fees, respectively.

At June 30, 2024 and December 31, 2023, $ 300,000 and $ 240,000 , respectively, is included on the condensed consolidated balance sheets under due to related party for this fee.

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company ceased paying these monthly fees.

three and nine months ended September

30 , 2024 and 2023, the Company incurred $ 30,000 and $ 90,000 in administrative support fees, respectively.

At September 30, 2024 and December 31, 2023, $ 330,000 and $ 240,000 , respectively, is included on the condensed consolidated

balance sheets under due to related party for this fee.

For more information on the conversion of the Unpaid Fees following the closing of the Business Combination, see Note 9 (Subsequent Events).

Restricted Cash

At June 30, 2024 and December 31, 2023, an excess of $ 25,843 and $ 75,773 , respectively, was

At September 30, 2024 and December 31, 2023, an excess of $ 25,843 and $ 75,773 , respectively, was

withdrawn from the interest earned in the Trust Account related to the timing of payments of taxes.

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The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A

common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a

registration rights and stockholder agreement to be signed prior to the consummation of the IPO, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock).

The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company

registers such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination and rights to require the Company to

registration rights and stockholder agreement, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock).

The holders of the majority of these securities are

entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders

have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule

415 under the Securities Act.

For more information on the amendment of the Registration and Stockholder Rights Agreement in connection with the closing of the Business Combination on November 6, 2024, see Note 9 (Subsequent Events) of these financial statements .

Underwriter Agreement

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As a result, the Company recognized $ 309,534 of income and $ 8,340,466 was recorded to accumulated deficit in relation to the reduction of the deferred underwriting fee.

As of June 30, 2024 and December 31, 2023, the deferred

As of September 30, 2024 and December 31, 2023, the deferred

underwriting fee is $ 0 .

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was previously allocated to the Class A common stock subject to redemption and accretion recognized at the IPO date.

Marketing Fee Agreement

The Company engaged advisors to assist the

Company in validating existing acquisition strategies and providing recommendations or potential amendments and refinements to said strategy.

The fee structure is set as a minimum of $ 150,000 due upon an Initial Business Combination for advisory services.

If the advisors provide lead information of a potential target company in an Initial Business

Combination, the Company will pay the advisors between $ 2,000,000 and $ 6,000,000 (“Advisory Fee”) upon successful close of the Initial Business Combination.

The advisors did not provide lead information related to the proposed Business Combination.

As such, if the proposed Business Combination

is consummated, the advisors are not due the Advisory Fee.

connection with the extension meetings to amend the Company’s amended and restated certificate of incorporation, holders of 21,282,422

connection with the extension meetings to amend the Certificate of Incorporation, as of September 30, 2024, holders of 21,282,422

shares of Class A common stock properly exercised their right to redeem their shares of Class A common stock for an aggregate redemption amount of $ 223,500,610 .

As such, the Company has recorded a 1 % excise tax liability in the amount of $ 2,235,006 on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023.

The liability does not impact the condensed consolidated statements of operations and is

offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

This excise tax

liability can be offset by future share issuances within the same fiscal year which will be evaluated and adjusted in the period in which the issuances occur.

The Company had no issuances of shares in 2023 to offset the redemptions of shares in 2023.

During the second quarter, the IRS issued final regulations with respect to the timing and payment of the excise tax.

Pursuant to those regulations, the Company would need to file a return and remit payment

for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024.

The Company is currently evaluating its options with respect to payment of this obligation.

If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties

which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

As such, the Company has recorded a 1 % excise tax liability in the amount of $ 2,235,006 on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023.

The liability does not impact the condensed consolidated statements of operations

and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

This excise tax liability can be offset

by future share issuances within the same fiscal year which will be evaluated and adjusted in the period in which the issuances occur.

The 2023 excise tax return is normally due on October 31, 2024,

however, due to the Company’s tax preparer being located in a Texas disaster area related to Hurricane Beryl, the Company’s 2023 excise tax return is not due until February 2025.

The Company has made no

payments with respect to such taxes and is currently evaluating its options with respect to payment of this obligation.

If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which

are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

Note 7 - Recurring Fair Value Measurements

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used to determine the fair value of the Private Warrant liability, is classified within Level 3 of the fair value hierarchy.

The Company’s Public

Warrants are trading on the Nasdaq Stock Market LLC (“NASDAQ”) and the Company’s Public Warrant liability was based on unadjusted quoted prices in an active market (NASDAQ) for identical assets or liabilities that the Company has the ability to

Prior to the closing

of its Business Combination on November 6, 2024 (see Note 9 (Subsequent Events)), the Company’s Public Warrants were trading on the Nasdaq Stock Market LLC (“Nasdaq”) and the Company’s Public Warrant liability was based on unadjusted quoted

prices in an active market (Nasdaq) for identical assets or liabilities that the Company has the ability to access.

The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy.

The Company’s

Promissory Note contains an embedded option whereby up to $ 1,500,000 of the Promissory Note may be converted into the Company’s

The embedded Working Capital Loan conversion option is accounted for as a liability in accordance with ACS 815-40 on the balance sheet and is measured at fair value at inception and on a recurring basis, with changes in fair value

presented within change in fair value in the condensed consolidated statement of operations.

Valuation of the Working Capital Loan conversion option was derived from the valuation of the underlying Private Placement Warrants and is classified as

a level 3 valuation.

The Promissory Note

contained an embedded option whereby up to $ 1,500,000 of the Promissory Note may be converted into the Company’s warrants.

Working Capital Loan conversion option is accounted for as a liability in accordance with ACS 815-40 on the balance sheet and is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in

fair value in the condensed consolidated statement of operations.

Valuation of the Working Capital Loan conversion option was derived from the valuation of the underlying Private Placement Warrants and is classified as a level 3 valuation.

The following table

presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques the Company

presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

June 30, 2024

September 30, 2024

Public Warrants

7 unchanged sentences

The key inputs into the binomial lattice model were as

follows at June 30, 2024 and December 31, 2023:

June 30, 2024

follows at September 30, 2024 and December 31, 2023:

September 30, 2024

December 31, 2023

5 unchanged sentences

The following table

provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s warrants classified as Level 3 for the period ended June 30, 2024 and 2023:

provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s warrants classified as Level 3 for the period ended September 30, 2024 and 2023:

December 31, 2023

3 unchanged sentences

June 30, 2024

Change in fair value

September 30, 2024

December 31, 2022

3 unchanged sentences

June 30, 2023

Change in fair value

September 30, 2023

Note 8 - Stockholders’ Deficit

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share

with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Prior to the closing of the Business Combination, in connection with which the Trust Account was liquidated, on

November 6, 2024 (see Note 9 (Subsequent Events)), the Company was authorized to issue 1,000,000

shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may

be determined from time to time by the Company’s board of directors.

At September 30, 2024 and December 31, 2023, there were no shares of preferred

stock issued or outstanding.

Class A Common Stock

On December 21, 2023, the Sponsor converted 5,000,000 shares of Class B common stock into shares of Class A common

Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of Class A common stock are entitled to one vote for each share.

As of June 30 , 2024 and December 31, 2023, there were 5,000,000

shares of Class A common stock issued or outstanding, excluding 1,717,578 shares subject to possible redemption,

respectively.

On December 21, 2023, the Sponsor converted 5,000,000 shares of Class B common stock into shares of Class A common stock.

Notwithstanding the conversions, the Sponsor was not entitled to receive

any monies held in the Trust Account as a result of its ownership of shares of Class A common stock issued upon conversion of the Class B common stock.

Prior to the closing of the Business Combination, in connection with which the Trust Account was liquidated, on November 6, 2024 (see Note 9 (Subsequent Events)), the Company was authorized to issue 500,000,000 shares of Class A common stock with a par value of $ 0.0001

Holders of Class A common stock were entitled to one vote for each share.

As of September 30 , 2024

and December 31, 2023, there were 5,000,000 shares of Class A common stock issued or outstanding, excluding 1,717,578

shares subject to possible redemption, respectively.

Class B Common Stock

The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $ 0.0001 per

Holders of the Company’s Class B common stock are entitled to one vote for each common stock.

2024 and December 31, 2023, there were 750,000 shares of Class B common stock issued and outstanding.

Other than with regard to the election of directors prior to the consummation of an Initial

Business Combination , holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an Initial Business Combination , or earlier at the option of the holder thereof, on a one-for- one

basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued

or deemed issued in excess of the amounts offered in the IPO and related to the closing of an Initial Business Combination , the ratio at which shares of Class B common

stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so

that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed

issued in connection with an Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Prior to the closing of the Business Combination, in connection with which the Trust Account was liquidated, on November 6, 2024 (see Note 9 (Subsequent Events)), the Company was authorized to issue 50,000,000 shares of Class B common stock with a par value of

$ 0.0001 per share.

Holders of the Company’s Class B common stock were entitled to one vote for each common stock.

At September 30 , 2024 and December 31, 2023, there were 750,000

shares of Class B common stock issued and outstanding.

Other than with regard to the election of directors prior to the consummation of an Initial Business Combination , holders of Class A common stock and Class B common stock

voted together as a single class on all matters submitted to a vote of stockholders, except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an Initial Business Combination , or earlier at the option of the holder

thereof, on a one-for- one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the

like), and subject to further adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of an Initial Business Combination ,

the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to

any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and

equity-linked securities issued or deemed issued in connection with an Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination and any private placement-equivalent warrants issued to the

Sponsor or its affiliates upon conversion of loans made to the Company).

Note 9 - Subsequent Events

Management has evaluated subsequent events to determine if events or

transactions occurring through the date the condensed consolidated financial statements were issued, require potential adjustment to or disclosure in the condensed consolidated financial statements and did not identify any subsequent events

that would have required adjustment or disclosure in the condensed consolidated financial statements, other than discussed below .

In July 2024, the Sponsor deposited $ 34,352 in the Trust Account extending the Termination Date to September 1, 2024, which

can be extended to November 1, 2024 (with required funding in the Trust Account).

FIAC Extension Meetings

On October 31, 2024, FIAC held a special meeting of stockholders (the “October 2024 Extension Meeting”) to amend FIAC’s Certificate of Incorporation to extend the Termination Date from November 1, 2024 (the “Amended Termination Date”) to May

1, 2025, or a total of up to 6 months after the Amended Termination Date, unless the closing of a Business Combination shall have

occurred prior thereto (the “Extension Amendment Proposal”).

The stockholders of the Company approved the Extension Amendment Proposal at the October 2024 Extension Meeting.

In connection with the vote to approve the Extension Amendment Proposal and the vote that was held on September 13, 2024 to approve the Business Combination, the holders of 1,569,414 shares of Class A Common Stock exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.21 per share, for an aggregate redemption amount of approximately $ 17,596,703 .

Resulting from the Extension Meeting and the Second Extension Meeting, from August 2023 through, the Company deposited an aggregate of $ 1,643,516

into the Trust Account extending the Termination Date to November 1, 2024.

Following the October 2024 Extension Meeting, the Company was able to extend the termination date up to May 1, 2025 without additional deposits into the trust account

and was able to close the Business Combination on November 6, 2024, as further described below.

Notice of Delisting from Nasdaq to FIAC

On October 28, 2024, FIAC

received a notice (the “Delisting Notice”) from the staff of the Listing Qualifications Department of Nasdaq stating that Nasdaq had determined to delist FIAC’s securities from Nasdaq and will suspend trading in those securities effective

at the open of business on November 4, 2024.

Nasdaq reached its decision pursuant to Nasdaq IM-5101-2 because FIAC did not complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement.

connection with the consummation of the Business Combination described below, the New PubCo Common Shares were listed on Nasdaq.

Amendment No.

3 to the Business Combination Agreement

On October 29, 2024, FIAC, DevvStream and Focus Impact Amalco Sub Ltd.

entered into an

amendment (the “Third Amendment”) to the Business Combination Agreement, dated September 12, 2023, by and between FIAC, DevvStream and Focus Impact Amalco Sub Ltd.

(as amended by the First Amendment and the Second Amendment), pursuant to

which the parties to the Business Combination Agreement mutually agreed, among other things, that the following will not cause a failure of any condition set forth in the Business Combination Agreement to be met or be considered a Company

Material Adverse Effect (as defined in the Business Combination Agreement):

(i) election by DevvStream to halt trading of its stock on Cboe Canada, (ii) termination by David Oliver of any agreements by and between him and DevvStream,

(iii) termination by David Oliver of his status as an individual independent contractor of DevvStream, (iv) failure by David Oliver to deliver an employment agreement with New PubCo, (v) any Action (as defined in the Business Combination

Agreement) or Proceeding (as defined in the Business Combination Agreement) threatened or brought against DevvStream by David Oliver or his Affiliates (as defined in the Business Combination Agreement), or (vi) any changes or effects

directly or indirectly attributable to, resulting from, relating to or arising out of the foregoing clauses (i)-(v).

Closing of the Business Combination and Certain Pre-Closing Transactions

On November 6, 2024 (the “Closing Date”), subsequent to the fiscal quarter ended September 30, 2024, FIAC, the predecessor company of New PubCo (as defined below), consummated the previously announced business combination with DevvStream

pursuant to the Business Combination Agreement.

Pursuant to the Business Combination Agreement, on the Closing Date, (a) FIAC changed its jurisdiction from the State of Delaware under the Delaware General Corporation Law to the Province of Alberta, Canada, and thereby become a company

existing under the Business Corporations Act (Alberta) and changed its name to DevvStream Corp.

(“New PubCo”), and (b) DevvStream and Amalco Sub amalgamated to form one corporate entity (such entity, “Amalco” and such transaction, the

“Amalgamation”).

On November 6, 2024, New PubCo also issued (i) 194,809 common shares of New PubCo (the “New PubCo Common Shares”) to certain

investors pursuant to subscription agreements, dated October 29, 2024, including a subscription agreement with Helena Global Investment Opportunities I Ltd.

(such agreements together, the “PIPE Agreements”) for $ 2,250,000 in the aggregate, and (ii) 3,249,877

New PubCo Common Shares to certain investors, including Karbon-X Corp, pursuant to certain carbon credit subscription agreements dated October 29, 2024 (such agreements together, the “Carbon Subscription Agreements”) (items (i) and (ii) in

the foregoing together, the “PIPE Financing”).

The Carbon Subscription Agreements were executed in connection with certain Carbon Credit Purchase Agreements with DevvStream (the “Carbon Credit Purchase Agreements”), pursuant to which

DevvStream is purchasing carbon credits from certain sellers (“Carbon Credit Sellers”).

The New PubCo Common Shares that are being issued to such Carbon Credit Sellers pursuant to the Carbon Subscription Agreements are being issued to the

Carbon Credit Sellers in satisfaction of the purchase price owed to them under the Carbon Credit Purchase Agreements.

Prior to the consummation of the Business Combination, on October 29, 2024, FIAC entered into an amendment (the “Amendment to the Sponsor Side Letter Agreement”) to the side letter agreement, dated September 12, 2023, which was subsequently

amended on May 1, 2024, by and among FIAC and the Sponsor (as amended, the “Letter Agreement”).

Pursuant to the Amendment to the Sponsor Side Letter Agreement, FIAC amended the transfer restrictions included therein to enable the Sponsor to

transfer on October 29, 2024 up to 5,750,000 shares of common stock of FIAC (such shares of Class B common stock that were

converted by the Sponsor into shares of Class A common stock of FIAC prior to the transfer are being transferred, the “Sponsor Shares”) to (i) certain advisor parties in full or partial satisfaction of such advisor parties’ fees and

expenses incurred in connection with the Business Combination with DevvStream (approximately $ 15.1 million of fees and expenses

are being satisfied through the transfer of Sponsor Shares to advisor parties) (the “Equitization”), (ii) certain investors subscribing to PIPE Agreements (as defined below), and (iii) Helena Global Investment Opportunities I Ltd.

I”) as consideration for the execution of an equity line of credit purchase agreement, dated October 29, 2024 with FIAC and the Sponsor (the “ELOC Agreement”).

On October 29, 2024, FIAC had also determined that it is advisable and in the

best interest of FIAC and its stockholders to waive the transfer restrictions to which the Sponsor Shares were subject and that were included in the certain letter agreement, dated November 1, 2021, by and between FIAC and the Sponsor.

Pursuant to the Amendment to the Sponsor Side Letter Agreement, FIAC agreed that in connection with the Closing (as defined below), the Sponsor will be issued New PubCo Common Shares in an amount that is equal to the number of Sponsor

Shares that the Sponsor agreed to transfer prior to the Closing, as described in the foregoing items (i) to (iii).

Completion of Acquisition or Disposition of Assets

In connection with the closing of the Business Combination (“Closing”) on November 6, 2024, (i) 3,444,686 New PubCo Common Shares were issued in the PIPE Financing, (ii) 5,148,164 shares of Class A Common Stock held by pre-Business Combination holders of FIAC were converted into 4,989,600 New PubCo Common Shares, (iii) the Sponsor forfeited

575,000 shares of Class B Common Stock of FIAC and was

issued 5,000,531 New PubCo Common Shares pursuant to the

Letter Agreement, (iv) the Sponsor received 15,079 New

PubCo Common Shares upon conversion of 15,558 shares Class

B Common Stock held by the Sponsor at the time of the Closing, (v) each redeemable warrant that was issued in connection with FIAC’s initial public offering that closed November 1, 2021 (the “FIAC IPO”) and that was exercisable for one share of Class A Common Stock at an exercise price of $ 11.50 (collectively, the “FIAC Warrants”) and each private

placement warrant which was issued to the Sponsor in connection with the FIAC IPO and which entitles the holder thereof to purchase one whole share of Class A Common Stock at $ 11.50 per share (the “Private Placement Warrants” and together with the FIAC Warrants, the “Warrants”), were assumed by New PubCo and converted into a warrant

to purchase a number of New PubCo Common Shares equal to the Reverse Split Factor at an exercise price equal to the Adjusted Exercise Price, on substantially similar terms as the Private Placement Warrants (the “Converted Private Placement

Warrants” and together with the Converted Public Warrants, the “New PubCo Warrants”), (vi) each of DevvStream’s multiple voting shares (the “Multiple Voting Company Shares”) and DevvStream’s subordinate voting shares (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 of the Amalgamation (the “Effective Time”) were automatically exchanged for

that certain number of New PubCo Common Shares equal to the applicable Per Common Share Amalgamation Consideration (as defined below), (vii) each option (whether vested or unvested) to purchase Company Shares (each, a “Company Option”)

granted under DevvStream’s 2022 Equity Incentive Plan, as amended and restated from time to time, and DevvStream’s 2022 Non-Qualified Stock Option Plan (together, the “Company Equity Incentive Plans”) and each restricted stock unit

representing the right to receive payment in Company Shares, granted under a restricted stock unit award agreement (each, a “Company RSU”) issued and outstanding immediately prior to the Effective Time was cancelled and converted into an

option to purchase a number of New PubCo Common Shares (“Converted Options”) and New PubCo restricted stock units (“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 immediately prior to the Effective Time divided by the

Common Conversion Ratio), (viii) each warrant of DevvStream (each, a “Company Warrant”) issued and outstanding immediately prior to the Effective Time became exercisable for New PubCo Common Shares in an amount equal to New PubCo Shares

underlying such Company Warrant multiplied by the Common Conversion Ratio (“Converted Warrants”) (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), (ix) the holder of convertible notes to be issued by DevvStream, if any, issued and outstanding immediately prior to the Effective Time (the “Company Convertible Notes”) received New PubCo Common Shares in accordance with

the terms of such Company Convertible Notes, and (x) each common share of Amalco Sub issued and outstanding immediately prior to the Effective Time was automatically exchanged for one common share of Amalco.

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 Company Share, 0.152934 , which is equal to the Common Amalgamation Consideration divided by the Fully Diluted Common Shares Outstanding.

Amalgamation Consideration” means (a)(i) the Reverse Split Factor multiplied by (ii)(x) $ 145 million plus 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 (y) $ 10.20 , plus (b) solely to

the extent any Company Shares are required to be issued to Approved Financing Sources (as defined below) pursuant to Approved Financings (as defined below) in connection with the Closing, (i) each such Company Share multiplied by (ii) the

Per Common Share Amalgamation Consideration in respect of such Company Share.

The “Approved Financing Source” means a person engaged by DevvStream after the date of the First Amendment to act as an investment bank, financial advisor, broker

or similar advisor in connection with any financing which has been approved by FIAC in accordance with the terms of the Business Combination Agreement (an “Approved Financing”).

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; provided, that

“Fully Diluted Common Shares Outstanding” shall not include any Subordinary Voting Company Shares to be issued (including pursuant to the exercise and conversion of Company Warrants) to any Approved Financing Source pursuant to an Approved

The “Reverse Split Factor” means 0.9692 , which

is equal to the lesser of (a) the quotient obtained by dividing the Final Company Share Price by $ 0.6316 and (b) one .

The “Final Company Share Price” means the closing price of the Subordinated Voting Company Shares on the Cboe Canada stock exchange (the “Cboe Canada”), as of the end of last trading day on the Cboe Canada prior to the Closing (and if there

is no such closing price on the last trading day prior to the Closing, the closing price of the Subordinated Voting Company Shares on the last trading day prior to the Closing on which there is such a closing price), converted into United

States dollars based on the Bank of Canada daily exchange rate on the last business day prior to the Closing.

Each New PubCo Warrants is exercisable for 0.9692

New PubCo Common Shares for $ 11.86 (the “Adjusted Exercise

The Converted Private Placement Warrants are also exercisable cashless pursuant to the terms of the Converted Private Placement Warrants.

Pursuant to the terms of the New PubCo Warrants, the exercise price of the New PubCo Warrants

will be further adjusted pursuant to a provision in the New PubCo Warrants that was triggered in connection with the financing transactions that closed in connection with consummation of the Business Combination and will be adjusted to an

exercise price that is equal to 115 % of the higher of the

Market Value and the New Issued Price.

“Market Value” as used in the foregoing shall mean the volume-weighted average trading price of the New PubCo Common Shares during the twenty ( 20 ) trading day period starting on the trading day prior to the day on which New PubCo consummated the Business

Immediately after giving effect to the transactions contemplated by the Business Combination Agreement, including the PIPE Financing (the “Transactions”), there were 27,413,444 New PubCo Common Shares (excluding 557,290 New PubCo Common Shares that are issued pursuant to the Strategic Consulting Agreement after

the Closing), 11,495,295 Converted Public Warrants (which

are exercisable for cash for up to 11,141,239 New PubCo

Common Shares), 11,200,000 Converted Private Placement

Warrants (which are exercisable cashless or for cash, and if exercised for cash maybe be exercised for up to 10,855,040 New PubCo Common Shares), 186,065 Converted Warrants, 523,799 Converted Options and 1,168,124 Converted RSUs issued and outstanding.

On November 7, 2024, the New PubCo Common Shares began trading on Nasdaq.

Monroe Agreement

FIAC entered into a contribution and exchange agreement (the “Monroe Agreement”) on October 29, 2024, pursuant to which, among other things,

Crestmont Investments LLC, a Delaware limited liability company, immediately following the Closing, contributed 2,000,000 units

representing 50 % of the limited liability company interests in Monroe Sequestration Partners LLC, a Delaware limited liability

company, in exchange for 2,000,000 New PubCo Common Shares, subject to the terms and conditions described in the Monroe

The transaction pursuant to the Monroe Agreement closed on November 6, 2024.

ELOC Agreement

Pursuant to the ELOC Agreement, New PubCo will have the right to issue and to sell to Helena I

from time to time, as provided in the ELOC Agreement, up to $ 40,000,000 of New PubCo Common Shares following the closing of the

Business Combination and the effectiveness of the registration statement registering the New PubCo Common Shares being sold under the ELOC Agreement (the “Helena I Registration Statement”), and subject to the conditions set forth therein.

As a commitment fee in connection with the execution of the ELOC Agreement, the Sponsor will transfer a certain number of Sponsor Shares to Helena I.

Further, following the closing of the Business Combination and promptly following the

effectiveness of the Helena I Registration Statement, New PubCo will issue to Helena I an amount of New PubCo Common Shares equal to $ 125,000

divided by the greater of (i) the lowest one-day VWAP during the five trading days immediately preceding the effectiveness date

of such Registration Statement and (ii) $ 0.75 .

Registration Rights Agreement

On November 6, 2024, New PubCo, the Sponsor, and certain historical holders of Devvstream securities (the “Legacy Devvstream Holders”) entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”),

pursuant to which, among other things, the Legacy Devvstream Holders and Sponsor will be granted customary registration rights with respect to the securities of New PubCo that they hold.

Indemnification Agreements

On November 6, 2024, in connection with the consummation of the Business Combination, New PubCo entered into indemnification agreements (the “Indemnification Agreements”) with each of its directors and executive officers.

Indemnification Agreement provides for indemnification and advancements by New PubCo of certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or

proceeding arising out of their services as one of New PubCo’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at New PubCo’s request.

Strategic Consulting Agreement

On November 13, 2024, New PubCo also entered into a strategic consulting agreement with Focus Impact Partners, LLC (the “Consultant”), pursuant to which the Consultant will provide New PubCo with certain consulting services (the “Strategic

Consulting Agreement”) and New PubCo will pay the Consultant an annual consulting fee of $ 500,000 , which will be payable in

quarterly installments of $ 125,000 starting with an initial payment for the period beginning December 31, 2023 (pro-rated based

on the number of days from December 31, 2023 through and including November 13, 2024).

Notwithstanding the foregoing, any fees due under the Strategic Consulting Agreement shall accrue and not be payable until (a) New PubCo has successfully

raised $ 5.0 million in outside debt and/or equity capital, cumulatively since the period beginning December 31, 2023 or (b) New

PubCo has 2 or more consecutive quarters of positive cash flow from operations.

New PubCo agrees to pay the Consultant additional consulting fees as to be mutually agreed consistent with market practice in connection with any acquisition,

merger, consolidation, business combination, sale, divestiture, financing, refinancing, restructuring or other similar transaction for which the Consultant provides consulting services to New PubCo.

Further, New PubCo has agreed to issue

the Sponsor 557,290 New PubCo Common Shares in a private placement pursuant to the Strategic Consulting Agreement in connection

with the execution of the Strategic Consulting Agreement.

The Strategic Consulting Agreement has a term of three ( 3 ) years unless

terminated early with at least 120 days advance notice and will be automatically extended for successive one ( 1 )-year periods at the end of each year unless New PubCo or the Consultant provide a written notice of its desire not to automatically extend at

least 120 days prior to the end of each year during the term of the Strategic Consulting Agreement.

Pursuant to the Strategic

Consulting Agreement, New PubCo has also agreed to customary indemnification of the Consultant in connection with the performance of its services.

New Convertible Notes

On January 12, 2024, DevvStream issued a secured convertible grid note (the “Focus Partners Convertible Note”) to the Consultant and as of the date hereof, the Consultant had advanced a total of $ 637,150 to DevvStream under the Focus Convertible Note.

Further, New PubCo was indebted to the Sponsor for $ 3,000,000 pursuant the First Promissory Note and the Second Promissory Note (together, the “Focus Sponsor Convertible Notes”).

The Focus Partners Convertible Note is secured by

security interests on DevvStream’s carbon credits and similar environmental assets to and for the benefit of the Consultant.

The terms and conditions of the Focus Partners Convertible Note provided that, following the consummation of the

Business Combination, the Consultant would have the right to convert its convertible notes or to have its convertible notes repaid at its option.

As of the Closing, New PubCo is also indebted to the Consultant in the amount of $ 345,000 of accrued and unpaid of fees under the administrative services agreement, dated October 27, 2021, by and between FIAC and the Sponsor

(the “Unpaid Fees”).

On November 13, 2024, New PubCo issued (i) $ 3,000,000 of new 5.3 % convertible notes to the Sponsor, and (ii) a new $ 982,150

of new 5.3 % convertible notes to the Consultant (together, the “New Convertible Notes”), in exchange for the cancellation and

conversion of the Focus Partners Convertible Note, the Focus Sponsor Convertible Notes and the Unpaid Fees.

The New Convertible Bridge Notes have a maturity date that is twenty-four months from the Closing.

The principal loan amount and any accrued and unpaid interest under the New Convertible Notes are convertible into New PubCo Common Shares at a 25 % discount to the issuer’s 20 -day

volume weighted average price, subject to a conversion floor price of $ 0.867 per share.

In connection with the execution of the New Convertible Notes, New PubCo agreed (i) to grant the Sponsor and Consultant (together, the “Secured Parties”) a first ranking security interest in all of the carbon credits and similar environmental

assets held by New PubCo, presently existing or hereafter created or acquired, and (ii) to execute and deliver to the Secured Parties a security agreement evidencing the Secured Parties’ security interest (the “Security Agreement”).

18, 2024, New PubCo executed and delivered to the Secured Parties the Security Agreement.

Extension of Devvio and Envviron Convertible Notes

DevvStream previously issued (i) an unsecured convertible note (the “Devvio Convertible Note”) to Devvio Inc.

(“Devvio”) with a principal amount of $ 100,000 ,

and (ii) an unsecured convertible note (the “Envviron Convertible Note”) to Envviron SAS (“Envviron”) with a principal amount of $ 250,000 .

The terms and conditions of the Devvio Convertible Note and Envviron Convertible Note each provided that, following the consummation of the Business Combination, Devvio and Envviron would have the right to convert their convertible notes or

to have their convertible notes repaid.

As a result of the consummation of the Business Combination, the maturity date of the Devvio Convertible Note and the Envviron Convertible Note was accelerated to the date that is 10 business days from the Closing, or November 21, 2024 (the “Maturity Date”).

On November 12, 2024, New PubCo, Devvio and Envviron agreed to amend the terms of the Devvio Convertible Note and Envviron Convertible Note, respectively, in order to extend the Maturity Date by

six ( 6 ) months.

Employment Agreements

In connection with the stockholder meeting to approve the Business Combination and the subsequent vote on October 31, 2024 to approve the extension of the time period during which FIAC may consummate a business combination, the holders of 1,569,414 shares of Class A Common Stock exercised their right to redeem their shares for cash, as provided for, prior to the Closing, in FIAC’s

amended and restate certificate of incorporation.

Amended Engagement Letter with CCM

On October 28, 2024, the Cohen EL was amended (“Amended Cohen EL”) to state that the Company and the Sponsor

shall pay to CCM a transaction fee in connection with the Transactions in an amount equal to 1,031,779 (or otherwise a number that

will lead to CCM owning 1,000,000 New PubCo Common Shares after the closing of the Business Combination) Class A common stock of the

Company immediately upon the execution of the Amended Cohen EL.

Changes in Officers and

Upon the consummation of the Transactions, and in accordance with the terms of the Business Combination

Agreement, each director of FIAC, other than Wray Thorn and Carl Stanton, and each officer of FIAC ceased serving in such capacities and five

new directors were appointed to the Board, including Michael Max Bühler, Stephen Kukucha, Jamila Piracci, Ray Quintana and Thomas G.

November 7, 2024, Mr.

Quintana and Mr.

Anderson resigned from the Board as chairman and director and as director, respectively, and Wray Thorn was appointed chairman of the Board.

Quintana’s and Mr.

Anderson’s resignations were not the

result of any disagreement with New PubCo on any matter relating to New PubCo’s operations, policies or practices.

Adjustment of Warrant Price

On December 6, 2024, New PubCo issued a notice (the “Warrant Adjustment Notice”)

to Continental Stock Transfer & Trust Company, as warrant agent (“CST”), and the holders of the Warrants, notifying CST and holders of the following adjustments to the Warrants (the “Warrant Adjustments”):

the adjustment to the warrant price of the Warrants from $ 11.86 per share to $ 1.52

per New PubCo Common Share (representing 115 % of the Newly Issued Price (as defined below) which is greater than the

Market Value);

the adjustment of the $ 18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 of that certain Warrant Agreement (the “Warrant Agreement”), dated November

1, 2021, by and between New PubCo, the successor of FIAC, following the consummation of its Business Commination on November 6, 2024, and CST to $ 2.39 per New PubCo Common Share (representing 180 % of the

Newly Issued Price which is greater than the Market Value);

the adjustment of the $ 10.00 per share redemption trigger price described in Section 6.2 of the Warrant Agreement to $ 1.32 (representing the Newly Issued Price which is greater than the Market Value);

pursuant to Section 4.2 of the Warrant Agreement, as a result of the

consummation of the Business Combination, each Warrant will be exercisable for 0.9692 New PubCo Common Shares.

“Newly Issued Price” shall mean the issue price or effective issue price (as

determined in good faith by the Board), at which New PubCo (or its predecessor) issued additional shares or securities convertible into or exercisable or exchangeable for shares for capital raising purposes in connection with the

consummation of the Business Combination.

The Board determined that the Newly Issued Price was $ 1.32 per share.

The Warrant Adjustments were required pursuant to Section 4.2 and Section 4.4 of

the Warrant Agreement as a result of (i) the Company issuing Common Shares at an effective issue price of $ 1.32 per share for

capital raising purposes in connection with the closing of the Business Combination, (ii) the aggregate gross proceeds from such issuances representing more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the completion of the Business Combination (net of

redemptions), (iii) the Market Value being below $ 9.20 per share, and (iv) the consummation of the Business Combination

resulting in a decrease of the number of issued and outstanding shares by way of a consolidation, combination, reverse stock split or reclassification of shares of common stock or other similar event.

The Market Value was determined to be approximately $ 0.94 per share, which is the volume-weighted average trading price of the Common Shares during the twenty ( 20 ) trading day period starting on the trading day prior to the day on which New PubCo consummated the Business Combination.

Additional Share Issuances

On December 27, 2024, New PubCo issued 412,478

New PubCo Common Shares to certain service providers pursuant to subscription agreements, dated December 27, 2024, as consideration for services rendered to New PubCo.

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-Q

Item 1. Financial Statements