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Item 2. Management’s Discussion and Analysis

2025-01-23 compared with 2024-08-19 · 145 added, 381 removed, 69 unchanged (88% of the section changed)

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contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

We are a blank check company incorporated on February 23, 2021 as a Delaware corporation and formed for the purpose of effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or

We were a blank check company incorporated on February 23, 2021 as a Delaware corporation and formed for the purpose of effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or

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

Our sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

Our sponsor was Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for our initial public offering was declared effective on October 27, 2021.

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Upon the closing of the Initial Public Offering, $10.20 per Unit sold in the Initial Public Offering (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.

Private Placement Warrants, were held in a trust account (“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

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government treasury obligations.

The trust account is intended as a holding place for funds pending the earliest to occur of:

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 our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to provide holders of our Class A

common stock the right to have their shares redeemed in connection with the Initial Business Combination or to redeem 100% of our public shares if we do not complete the Initial Business Combination by the Termination Date or (ii) with respect to

any other provisions relating to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we have not consummated the Initial Business Combination by the Termination Date, subject to applicable law.

Our amended and restated certificate of incorporation provides that we will have until the Termination Date to complete the Initial Business Combination.

If we do not complete the Initial Business Combination by

the Termination Date, we will:

redemption of any public shares properly tendered in connection with a stockholder vote to amend our Certificate of Incorporation (i) to modify the substance or timing of our obligation to provide holders of our Class A common stock the right to

have their shares redeemed in connection with the Initial Business Combination or to redeem 100% of our public shares if we do not complete the Initial Business Combination by the Termination Date or (ii) with respect to any other provisions

relating to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we have not consummated the Initial Business Combination by the Termination Date, subject to applicable law.

Our Certificate of Incorporation provided that we had until the Termination Date to complete the Initial Business Combination.

If we did not complete the Initial Business Combination by the Termination Date, we 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 our franchise and income taxes (less up to $100,000 of interest to pay

dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any),

subject to applicable law;

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations

under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Extension of Combination Period

On April 25, 2023, we held the Extension Meeting to amend our amended and restated certificate of incorporation to (i) extend the Termination Date from the Original Termination Date to the Charter Extension Date

and to allow us, 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 our board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until May 1, 2024, or a total of up to twelve months after the Original Termination Date,

unless the closing of our Initial Business Combination shall have occurred prior to such date and (ii) remove the limitation that we may not redeem shares of public stock to the extent that such redemption would result in us having net tangible

assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $5,000,000.

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

In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 17,297,209 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

will contribute to us as a loan, within ten (10) business days of the date of the Extension Meeting, of the lesser of (a) an aggregate of $487,500 or (b) $0.0975 per share that is not redeemed in connection with the Extension Meeting, to be

deposited into the Trust Account.

In addition, in the event we do not consummate an Initial Business Combination by August 1, 2023, the Lender may contribute to us the lesser of (a) $162,500 or (b) $0.0325 per each 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,

On December 29, 2023, we held the Second Extension Meeting to amend our amended and restated certificate of incorporation to (i) extend the Termination Date from January 1, 2024 to the Second Charter Extension Date

and to allow us, 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 our Initial Business Combination shall have occurred prior to such date.

Our stockholders approved the Second Extension Amendment Proposal at the Second Extension Meeting and on December 29, 2023, we 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).

Promissory Notes

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount

then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by

the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law;

as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims

of creditors and the requirements of other applicable law.

Recent Developments

Business Combination

On November 6, 2024, the Company consummated the previously announced proposed Business Combination with DevvStream.

For more information on the consummation of the Business Combination and the transactions that were

entered in connection therewith, please see Note 9 (Subsequent Events) in the financial statements accompanying this Form 10-Q.

Following the consummation of the Business Combination, the management of the Company has transitioned to the prior Devvstream management team and certain FIAC

management team members, namely Carl Stanton and Wray Thorn, have joined the board of directors of New PubCo.

Additionally, following the consummation of the Business Combination, New PubCo's management has continued to work with its advisers to

complete the required filings and expects to do so expeditiously.

Warrant Price Adjustment

On December 6, 2024, New PubCo effectuated an adjustment of the Warrant Price.

For more information, please see Note 9 (Subsequent Events) in the financial statements accompanying this Form 10-Q.

New Convertible Notes

In association with the approval of the Extension Amendment Proposal, on May 9, 2023, we issued 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 our Initial Business Combination.

In the event that we do not consummate an Initial Business Combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account,

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 Initial Public Offering.

As of June 30, 2024, an aggregate of $1,500,000 has been drawn under the Promissory Note.

The Promissory Note did not

bear interest and matured upon closing of our 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.

to the total principal amount of the Promissory Note was convertible, 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 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 the Second Promissory Note to the Sponsor and the Sponsor funded deposits into the Trust Account.

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

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 June 30, 2024, an aggregate of $1,175,000 has been drawn under the Second Promissory Note.

As of the date of this filing, the Company has deposited an aggregate of $1,574,813 into the Trust Account to extend the Termination Date to September 1, 2024, which can be extended to November 1, 2024 (with

required funding of the Trust Account).

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

Each of the First Promissory Note and Second Promissory Note were issued to fund extensions of FIAC, prior to the consummation of the Business Combination.

As described in more details in Note 9 (Subsequent Events) in the financial statements accompanying this Form 10-Q, DevvStream agreed, in connection with the closing of the Business Combination, to issue 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 .

Conversion of Class B common stock to Class A common stock

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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.

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.

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

Proposed Business Combination

On September 12, 2023, we entered into the Business Combination Agreement, by and among FIAC, Amalco Sub and 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:

(a) prior to the Effective Time, FIAC will continue from the State of Delaware under the DGCL to the Province of Alberta under the ABCA and change its name to

DevvStream Corp.

(b) following the FIAC Continuance, and in accordance with the applicable provisions of the Plan of Arrangement and the BCBCA, Amalco Sub and DevvStream will amalgamate

to form one corporate entity in accordance with the terms of the BCBCA, and as a result of the Amalgamation, (i) each Company Share issued and outstanding immediately prior to the Effective Time will be automatically exchanged for that certain

number of New PubCo Common Shares equal to the applicable Per Common Share Amalgamation Consideration, (ii) each Company Option and Company RSU issued and outstanding immediately prior to the Effective Time will be cancelled and converted into

Converted Options and 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 (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 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 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.

(c) Simultaneously with the execution of the Business Combination Agreement, FIAC and the Sponsor entered into a Sponsor Side Letter, 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, (B) a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results

in all of New PubCo’s stockholders having the right to exchange their equity for cash, securities or other property or (C) subsequent to the Closing Date, the closing price of the New Pubco Common Shares equaling or exceeding $12.00 per share (as

adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing) and (2) to vote any FIAC shares held by it in

favor of the Business Combination Agreement, the arrangement resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing.

(d) 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 entered into 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

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

into the Business Combination Agreement and their capitalization and operations.

Conditions to Closing

General Conditions

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

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

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

defined in the Business Combination Agreement);

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

(d) the registration statement has been declared effective

(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).

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.

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.

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

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

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

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

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

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

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

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

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

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

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

Devvstream Conditions to Closing

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

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

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

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

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

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

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

the aggregate, a SPAC Material Adverse Effect (as defined in the Business Combination Agreement) and (iii) the representations and warranties of FIAC and Amalco Sub, respectively, contained in Section 3.5 and Section 4.5 shall be true and

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

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

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

complied with by it on or prior to the Closing Date.

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

Covenant Condition.

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

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

applicable, authorizing and approving the Proposed Transactions.

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

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

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

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

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

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

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

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

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

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

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

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

incapable of being cured prior to the Outside Date;

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

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

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

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

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

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

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

If the Proposed Transactions are consummated, New PubCo will bear expenses of the parties, including the SPAC Specified Expenses, all deferred expenses, including any legal fees of the Initial Public

Offering due upon consummation of a Business Combination and any Excise Tax Liability.

If (a) FIAC or DevvStream terminate the Business Combination Agreement as a result of a mutual written consent, the Required SPAC Shareholder Approval not being obtained, or the Effective Time not occurring

by the Outside Date or (b) DevvStream terminates the Business Combination Agreement due to a breach of any representation or warranty by FIAC or Amalco Sub, then all expenses incurred in connection with the Business Combination Agreement

and the Proposed Transactions will be paid by the party incurring such expenses, and no party will have any liability to any other party for any other expenses or fees.

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

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

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

such termination (including (i) SPAC Specified Expenses incurred in connection with the transactions, including SPAC Extension Expenses 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, which amends the Business

Combination Agreement.

The First Amendment provides, among other things, that:

Pursuant 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;

Pursuant 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 Share.

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

Amendment No.

2 to the Business Combination Agreement

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

2 to the Business Combination Agreement, 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, pursuant to which the Sponsor agreed to forfeit (i) 10% of its founder

shares effective as of the consummation of the FIAC Continuance at the closing of the Proposed Transactions and (ii) with the Sponsor’s consent, up to 30% of its founder shares and/or private placement warrants in connection with financing or

non-redemption arrangements, if any, entered into prior to consummation of the Business Combination if any, negotiated by the Effective Date.

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

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

(A) 360 days after the Closing Date, (B) a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New

PubCo’s stockholders having the right to exchange their equity for cash, securities or other property or (C) subsequent to the Closing Date, the closing price of the New Pubco Common Shares equaling or exceeding $12.00 per share (as adjusted for

stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing) and (2) to vote any FIAC shares held by it in favor of the

Business Combination Agreement, the arrangement resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing.

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, 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 the Legacy Devvstream Holders will enter into an Amended and Restated 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.

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 in Note 9 (Subsequent Events) in the financial statements accompanying this Form 10-Q, DevvStream converted additional Class B common stock to Class A

common stock on October 29, 2024 and November 6, 2024.

Financial and Capital Market Advisors

The Company has engaged J.V.B.

Financial Group, LLC, acting through its Cohen & Company Capital Markets division, 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.

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 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;

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).

On September 12, 2023, the Company engaged 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 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 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;

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).

The Transaction Fee shall be payable to CCM simultaneously with the closing of the Transaction.

In addition, the Company may, in its sole discretion, pay to CCM a discretionary fee in an

amount up to $500,000, simultaneously with the closing of the Business Combination, if the Company determines in its discretion and reasonable judgment that the performance of CCM in connection with its leadership role in connection with the

Transaction warrants such additional fee, taking into account, without limitation, (a) timing of the Transaction, (b) quality and delivery of services and advice hereunder, and (c) overall valuation attributable to the Transaction.

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

addition, the Company may, in its sole discretion, pay to CCM a discretionary fee in an amount up to $500,000, simultaneously with the closing of the Business Combination, if the Company determines in its discretion and reasonable judgment that

the performance of CCM in connection with its leadership role in connection with the Transaction warrants such additional fee, taking into account, without limitation, (a) timing of the Transaction, (b) 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.

On October 28, 2024, the Cohen EL was amended 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

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.

Liquidity, Capital Resources and Going Concern

In connection with our 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 we have available following the completion of the Initial Public Offering may not enable it to sustain operations for a period of at least one-year from the issuance date of this financial

Based on the foregoing, management believes that we may not have sufficient working capital to meet its needs through the earlier of the consummation of an Initial Business Combination or one year from this filing.

Over this time

period, the Company will be using these funds for paying existing accounts payable, performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating and consummating the Initial Business

Concern,” management believes that the funds which we have available following the completion of the Initial Public Offering may not enable us to sustain operations for a period of at least one-year from the issuance date of this financial

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 and subsequent dissolution, should we be unable to complete an Initial Business Combination, raises substantial doubt about our ability to continue as a going concern.

We have until September 1, 2024, which can be extended to November 1, 2024 (with required funding of the Trust Account) to consummate a business combination.

It is uncertain that we will be able to consummate an Initial Business Combination by

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

as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution of FIAC prior to the closing of the Business Combination, raised substantial doubt about our ability to continue as a going concern.

until May 1, 2025 to consummate a business combination.

It was uncertain that we would be able to consummate an Initial Business Combination by this time.

If an Initial Business Combination was not consummated by this date, there would 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 May 1, 2025.

On November 6, 2024, the Company consummated the

previously announced proposed Business Combination.

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.

Risks and Uncertainties

Our 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

Our 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 our control.

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We 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 our ability to complete an Initial Business Combination.

which they may negatively impact our business.

Inflation Reduction Act of 2022 (the “IR Act”)

On August 16, 2022, the IR Act was signed into federal law.

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.

corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

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

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

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.

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.

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.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides 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.

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.

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

During 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.

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.

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.

Results of Operations

As of June 30, 2024, we have not commenced any operations.

All activity for the period from February 23, 2021 (inception) through June 30, 2024 relates to our formation and the Initial Public Offering, and since

the closing of the Initial Public Offering, the search for a prospective and consummation of an Initial Business Combination.

We have neither engaged in any operations nor generated any revenues to date.

We will not generate any operating

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

We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2024, we had net loss of $617,629 resulting from operating costs of $1,005,666 and provision for income taxes of

$55,249, partially offset by interest income from operating account of $114, the change in fair value of warrants of $227,000, and trust earnings of $216,172.

For the three months ended June 30, 2023, we had net loss of $470,894 resulting from $1,047,442 in operating costs, $454,000 in change in fair value

of warrants and $260,652 in provision for income taxes, partially offset by interest income from operating account of $5,646 and $1,285,554 in trust earnings.

For the six months ended June 30, 2024, we had net loss of $2,851,898 resulting from operating costs of $2,692,893, the change in fair value of

warrants of $454,000, and provision for income taxes of $176,530, partially offset by interest income from operating account of $1,363 and trust earnings of $470,162.

For the six months ended June 30, 2023, we had net income of $1,051,665 resulting from interest income from operating account of $10,929 and $3,820,001 in trust earnings partially offset by $1,541,770 in operating

costs, $454,000 in change in fair value of warrants and $783,495 in provision for income taxes.

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

All activity for the period from February 23, 2021 (inception) through September 30, 2024 related to our formation and the Initial Public Offering, and

since the closing of the Initial Public Offering and until the closing of the Business Combination, the search for a prospective and consummation of an Initial Business Combination.

We have neither engaged in any operations nor generated any

revenues to date.

We did not generate any operating revenues prior to the closing of the Business Combination.

We did generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the

Initial Public Offering.

For the three months ended September 30, 2024, we had net loss of $1,011,733 resulting from operating costs of $1,372,525 and provision for income taxes of $40,918, partially offset by interest income from operating

account of $116, the change in fair value of warrants of $227,000, and trust earnings of $174,594.

For the three months ended September 30, 2023, we had net loss of $1,770,907 resulting from $2,485,780 in operating costs, $227,000 in change in fair value of warrants and $154,799 in provision for income taxes,

partially offset by a recovery of offering costs allocated to warrants of $309,534, interest income from operating account of $2,434 and $784,704 in trust earnings.

For the nine months ended September 30, 2024, we had net loss of $3,863,631 resulting from operating costs of $4,065,418, the change in fair value of warrants of $227,000, and provision for income taxes of $217,448,

partially offset by interest income from operating account of $1,479 and trust earnings of $644,756.

For the nine months ended September 30, 2023, we had net loss of $719,242 resulting from $4,027,550 in operating costs, $681,000 in change in fair value of warrants and $938,294 in provision for income taxes

partially offset by a recovery of offering costs allocated to warrants of $309,534, interest income from operating account of $13,363 and $4,604,705 in trust earnings.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

As of September 30, 2024, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

Administrative Services Agreement

We agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support provided to us.

Upon completion of the Initial Business Combination or our

liquidation, we will cease paying these monthly fees.

Upon completion of the Business Combination, we ceased paying these

monthly fees.

For more information, also see "Recent Developments" regarding the New Convertible Notes that were issued in exchange for the cancellation of the Unpaid Fees.

Restricted Cash

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,

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.

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 had restricted cash related to December 31, 2023.

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Registration and Stockholder Rights

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 Initial Public Offering, requiring us 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 we register 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 us to register for resale such securities pursuant to Rule 415 under the Securities Act.

Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) were entitled to registration rights pursuant to a registration rights and stockholder agreement, requiring us 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

we register 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 us 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 Agreements in connection with the closing of the Business Combination, please see Note 9

(Subsequent Events) in the financial statements accompanying this Form 10-Q.

Underwriter Agreement

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underwriters’ exercise of the over-allotment option) upon the completion of the Company’s Initial Business Combination.

In the third quarter 2023, the underwriters waived any right to receive the deferred underwriting fee and will therefore

receive no additional underwriting fee in connection with the Closing of the Business Combination.

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 underwriting fee is $0.

In the third quarter 2023, the underwriters waived any right to receive the deferred underwriting fee and will therefore receive

no additional underwriting fee in connection with the Closing of the Business Combination.

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 September 30, 2024 and December 31, 2023, the deferred underwriting fee is $0.

To account for the waiver of the deferred underwriting fee, the Company analogized to the SEC staff’s guidance on accounting for reducing a liability for “trailing fees”.

Upon the waiver of the deferred underwriter

fee, the Company reduced the deferred underwriting fee liability to $0 and reversed the previously recorded cost of issuing the instruments in the Initial Public Offering, which included recognizing a contra-expense of $309,534, which is the

amount previously allocated to liability classified warrants and expensed upon the Initial Public Offering, and reduced the accumulated deficit and increased income available to Class B common stock by $8,650,000, which was previously allocated

to the Class A common stock subject to redemption and accretion recognized at the Initial Public Offering date.

previously allocated to liability classified warrants and expensed upon the Initial Public Offering, and reduced the accumulated deficit and increased income available to Class B common stock by $8,650,000, which was previously allocated to the

Class A common stock subject to redemption and accretion recognized at the Initial Public Offering date.

Critical Accounting Estimates

We account for the warrants issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that

provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability.

Accordingly, we classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each

reporting period.

the warrants do not meet the criteria for equity treatment and must be recorded as a liability.

Accordingly, we classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period.

This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in our statement of operations.

The fair value of warrants was estimated

using an internal valuation model.

The fair value of warrants was estimated using an internal

valuation model.

Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled.

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

We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.

Such warrant classification is also subject

to re-evaluation at each reporting period.

Emerging Growth Company Status

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approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not

had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a

company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of such extended

transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private

companies adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended

transition period difficult or impossible because of the potential differences in accounting standards used.

a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of such extended transition period,

which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or

revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or

impossible because of the potential differences in accounting standards used.

Quantitative and Qualitative Disclosures About Market Risk.

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What changed 10-Q

Item 2. Management’s Discussion and Analysis