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Item 5. Other Information

2025-01-23 compared with 2024-08-19 · 81 added, 26 removed, 17 unchanged (86% of the section changed)

Other Information.

During the quarter ended June 30, 2024, none of our directors or executive officers adopted or

terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(a)

of Regulation S-K.

Not applicable.

The following exhibits are filed as part of, or incorporated by reference into, this Report on Form 10-Q.

Exhibit Number

Description of Exhibit

Business Combination Agreement, dated as of September 12, 2023, by and among FIAC, Focus Impact Amalco Sub Ltd., and DevvStream Holdings Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on

Form 8-K, filed by FIAC on September 13, 2023).

First Amendment to the Business Combination Agreement, dated as of May 1, 2024, by and among FIAC, Focus Impact Amalco Sub Ltd., and DevvStream Holdings Inc.

(incorporated by reference to Exhibit 2.1 to the

Current Report on Form 8-K, filed by FIAC on May 2, 2024).

Amendment No.

1 to Business

Combination Agreement, dated as of May 1, 2024, by and among Focus Impact Acquisition Corp., Focus Impact Amalco Sub Ltd.

and DevvStream Holdings Inc.

2 to Business Combination Agreement, dated as of August 10, 2024, by and among FIAC, Amalco Sub and DevvStream (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by

FIAC on August 12, 2024).

Waiver to Certain Business Combination Conditions Precedent, dated October 29, 2024, by and between FIAC, Amalco Sub and DevvStream (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K,

filed by FIAC on October 29, 2024).

Certificate of Continuance of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by DevvStream on November 13, 2024).

By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed by New PubCo on November 13, 2024).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1, filed by FIAC on June 3, 2021).

Warrant Agreement, dated November 1, 2021, by and between FIAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K,

filed by FIAC on November 1, 2021).

Specimen Common Stock Certificate of DevvStream Corp (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, filed by New PubCo on November 13, 2024).

Strategic Partnership Agreement, dated November 28, 2021, between Devvio, Inc.

and DevvESG Streaming, Inc.

(incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4, filed by FIAC on

December 4, 2023).

Amendment No.

2 to Business Combination Agreement, dated as of August 10, 2024, by and among Focus Impact

Acquisition Corp., Focus Impact Amalco Sub Ltd.

and DevvStream Holdings Inc.

Amendment to Sponsor Side Letter,

dated as of May 1, 2024, by and between Focus Impact Acquisition Corp.

and Focus Impact Sponsor, LLC.

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1 to the Strategic Partnership Agreement, dated November 30, 2021, between Devvio, Inc.

and DevvESG Streaming, Inc.

(incorporated by reference to Exhibit 10.7 to the Registration Statement on Form

S-4, filed by FIAC on December 4, 2023).

Amendment No.

2 to the Strategic Partnership Agreement, dated September 12, 2023, between Devvio, Inc.

and DevvStream, Inc.

(f/k/a DevvESG Streaming, Inc.) (incorporated by reference to Exhibit 10.8 to the

Registration Statement on Form S-4, filed by FIAC on December 4, 2023).

2024 Equity Incentive Plan*

Form of DevvStream Corp.

Indemnification Agreement (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4, filed by FIAC on July 10, 2024).

Amendment No.

3 to the Strategic Partnership Agreement, dated July 8, 2024, between Devvio, Inc.

and DevvStream, Inc.

(f/k/a DevvESG Streaming, Inc.) (incorporated by reference to Exhibit 10.17 to the

Registration Statement on Form S-4, filed by FIAC on July 10, 2024).

Sponsor Side Letter, dated as of September 12, 2023, by and among FIAC and Focus Impact Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC on September 13,

Amendment No.

1 to the Sponsor Side Letter, dated as of May 1, 2024, by and among FIAC and Focus Impact Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC

on May 2, 2024)

Amendment No.

2 to Sponsor Letter Agreement, dated October 29, 2024, by and between FIAC and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC on October

Contribution and Exchange Agreement, dated October 29, 2024, by and among FIAC, DevvStream and Crestmont (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by FIAC on October

Form of PIPE Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).

Form of Carbon Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).

Amended and Restated Registration Rights Agreement, dated November 6, 2024, by and among FIAC, the Sponsor and certain other legacy DevvStream holders (incorporated by reference to Exhibit 10.13 to the Current

Report on Form 8-K, filed by New PubCo on November 13, 2024).

Registration Rights Agreement, dated October 29, 2024, by and between FIAC and Karbon-X Corp (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).

Form of Company Support & Lock-Up Agreement, by and between FIAC, the Sponsor and certain other legacy DevvStream holders (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed

by FIAC on September 13, 2023).

Purchase Agreement, dated October 29, 2024, by and between FIAC, Helena Global Investment Opportunities I Ltd.

and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, filed

by FIAC on October 29, 2024).

Employment Agreement, dated November 6, 2024, between DevvStream Corp.

and Sunny Trinh (incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K, filed by New PubCo on November 13, 2024).

Employment Agreement, dated November 6, 2024, between DevvStream Corp.

and Chris Merkel (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K, filed by New PubCo on November 13, 2024).

Employment Agreement, dated November 6, 2024, between DevvStream Corp.

and Bryan Went (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K, filed by New PubCo on November 13, 2024).

Strategic Consulting Agreement, dated November 13, 2024, by and between DevvStream Corp.

and Focus Impact Partners, LLC (incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K, filed by New PubCo on November 13, 2024).

Form of New Convertible Note (incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K, filed by New PubCo on November 13, 2024).

Security Agreement, dated December 18, 2024, by and among DevvStream Corp.,

Focus Impact Sponsor, LLC and Focus Impact Partners, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by New PubCo on December 19, 2024).

List of Subsidiaries of DevvStream (incorporated by reference to Exhibit 21.1 to the Current Report on Form 8-K, filed by New PubCo on November 13, 2024).

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Section 1350, as adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

7 unchanged sentences

Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as

amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on May 2, 2024.

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on August 12, 2024.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 19th day of August,

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act

of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2).

The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Indicates management contract or compensatory plan.

DEVVSTREAM CORP.

FOCUS IMPACT ACQUISITION CORP.)

/s/ Carl Stanton

Chief Executive Officer

(Principal Executive Officer)

/s/ Ernest Lyles

/s/ David Goertz

Chief Financial Officer

1 unchanged sentence

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 5. Other Information