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Item 1. Financial Statements

2025-04-16 compared with 2025-01-23 · 1163 added, 1053 removed, 26 unchanged (99% of the section changed)

Financial Statements

DevvStream Corp.

FOCUS IMPACT ACQUISITION CORP.)

CONSOLIDATED BALANCE

September 30,

Condensed Consolidated Interim Financial Statements

(Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Condensed Consolidated Interim Balance Sheets as of January 31, 2025 and July 31, 2024

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three and six months ended January 31, 2025 and 2024

Condensed Consolidated Interim Statements of Changes in Shareholders’ Deficiency for the three and six months ended January 31, 2025 and 2024

Condensed Consolidated Interim Statements of Cash Flows for the six months ended January 31, 2025 and 2024

Notes to the Condensed Consolidated Interim Financial Statements

DevvStream Corp.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(Unaudited - Expressed in United States dollars)

Current assets

Restricted cash

Income tax receivable

GST receivable

Corporate taxes receivable

Subscription receivable

Deferred financing costs

Prepaid expenses

Total current asset

Cash held in Trust Account

Liabilities and Stockholders’ Deficit

Deposit on carbon credits purchase

Carbon credits

Total current assets

Deferred financing costs, long-term

Deposit on carbon credits purchase, long-term

Investment in associate

LIABILITIES AND SHAREHOLDERS’ DEFICIENCY

Current liabilities

A ccounts payable and accrued expenses

Due to Sponsor

Franchise taxes payable

Excise tax payable

Redemption payable

Promissory note - related party

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities – related parties

Mandatory convertible debentures

Convertible debentures – related parties

Derivative liabilities

Warrant liabilities

Stock option liabilities

Stop loss provision liabilities

Total current liabilities

Warrant liability

Marketing agreement

Total liabilities

Commitments and Contingencies (Note 6)

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

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

December 31, 2023 , respectively

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

issued and outstanding

Class A common stock, $ 0.0001 par value;

500,000,000 shares authorized;

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 September 30 , 2024 and December 31, 2023 , respectively

Shareholders’ deficiency

Common shares

( No par value, unlimited common shares authorized;

common shares issued and outstanding) (July 31, 2024 – 11,638,713 )

Additional paid in capital

Accumulated deficit

Total stockholders’ deficit

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit

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

Accumulated other comprehensive loss

Total shareholders’ deficiency

Total liabilities and shareholders’ deficiency

Going concern (Note 2(b))

Commitments and contingencies (Note 17)

Subsequent events (Note 18)

See accompanying notes to the condensed consolidated interim financial statements.

DevvStream Corp.

FOCUS IMPACT ACQUISITION CORP.)

CONDENSED CONSOLIDATED

STATEMENTS OF

For the Three Months Ended

September 30,

For the Nine Months

September 30,

Operating costs

Loss from operations

Other Income, net

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited - Expressed in United States dollars)

ended January

Operating expenses

Sales and marketing

General and administrative

Professional fees

Salaries and wages

Total operating expenses

Interest expense

Accretion expense

Change in fair value of derivative liabilities

Change in fair value of warrant liabilities

Recovery of offering costs allocated to warrants

Operating account interest income

Income from Trust Account

Total other income, net

(Loss) income before provision for income taxes

Provision for income taxes

Basic and diluted weighted average shares outstanding, 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 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.

Change in fair value of mandatory convertible debentures

Impairment of carbon credits

Stop-loss provision loss

Equity loss on investment in associate

Gain on settlement of debt

Foreign exchange gain

Other comprehensive gain (loss)

Foreign currency translation

Net loss and comprehensive loss

Weighted average number of common shares outstanding – Basic and diluted

Loss per share – Basic and diluted

See accompanying notes to the condensed consolidated interim financial statements.

DevvStream Corp.

FOCUS IMPACT ACQUISITION CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF

STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE

MONTHS ENDED SEPTEMBER 30, 2024

Class A Common Stock

Class B Common Stock

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY

(Unaudited - Expressed in United States dollars)

Paid-in Capital

Stockholders’

Balance as of January 1, 2024

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

Balance as of June 30, 2024

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

comprehensive

income (loss)

shareholders’

Balance, July 31, 2023

Share based compensation – RSUs

Share based compensation – Options

Shares issued for warrant exercises

Foreign currency translation

Balance, January 31, 2024

Balance, July 31, 2024

Share based compensation - RSUs

Share based compensation - Options

Warrants reclassified to liabilities on change in functional currency

Stock options reclassified to liabilities on RTO

Conversion option derivative transferred to equity

Gain on modification of debt with related parties

Recapitalization on RTO

Shares issued for warrant exercises

Conversion of mandatory convertible debentures

Shares for settlement of debt

Shares issued in connection with RTO

Shares issued for acquisition of associate

Shares issued for PIPE financing

Shares issued for carbon credit purchases

Shares issued for ELOC commitment

Shares issued for services

Foreign currency translation

Balance, January 31, 2025

DevvStream Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY

(Unaudited - Expressed in United States dollars)

Paid-in Capital

Stockholders’

Balance as of January 1, 2023

Accretion for Class A common stock to redemption amount

Balance as of March 31, 2023

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.

comprehensive

income (loss)

shareholders’

Balance, October 31, 2023

Share based compensation - RSUs

Share based compensation - Options

Foreign currency translation

Balance, January 31, 2024

Balance, October 31, 2024

Share based compensation - RSUs

Share based compensation - Options

Stock options reclassified to liabilities on RTO

Conversion option derivative transferred to equity

Gain on modification of debt with related parties

Recapitalization on RTO

Shares for settlement of debt

Shares issued in connection with RTO

Shares issued for acquisition of associate

Shares issued for PIPE financing

Shares issued for carbon credit purchases

Shares issued for ELOC commitment

Shares issued for services

Foreign currency translation

Balance, January 31, 2025

See accompanying notes to the condensed consolidated interim financial statements.

DevvStream Corp.

FOCUS IMPACT ACQUISITION CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF

For the Nine Months Ended

September 30,

Cash flows from 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

Changes in assets and liabilities:

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited - Expressed in United States dollars)

For the six months ended January 31,

Operating activities

Net loss for the period

Items not affecting cash:

Share based compensation

Change in fair value of derivative liabilities

Change in fair value of mandatory convertible debentures

Change in fair value of warrant liabilities

Change in fair value of stock option liabilities

Gain on settlement of accounts payable

Loss on investment in associate

Impairment of carbon credits

Stop-loss provision loss

Non-cash general and administrative

Accrued interest

Accretion expense

Changes in non-cash working capital items:

GST receivable

Other receivables

Carbon credits

Prepaid expenses

Accounts payable and accrued expenses

Franchise tax payable

Due to related party

Income taxes payable

Accounts payable and accrued liabilities

Net cash used in operating activities

Cash flows from investing activities:

Trust extension funding

Investments in trust account

Cash withdrawn from Trust Account in connection with redemption

Cash withdrawn from Trust Account to pay taxes obligation

Return of excess withdrawals for taxes

Net cash provided by investing activities

Cash flows from financing activities:

Redemption of common stock

( 179,860,588

Proceeds from issuance of promissory note to related party

Net cash used in financing activities

( 178,835,588

Net change in cash

Cash, beginning of the period

Cash, end of the period

Supplemental disclosure of cash flow information:

Accretion for Class A common stock to redemption amount

Excise tax payable in connection with redemption

Impact of the waiver of deferred commission by the underwriters

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

Investing activity

Cash assumed on RTO

Net cash provided by investing activity

Financing activities

Proceeds from convertible debentures

Proceeds from warrant exercise

Proceeds from PIPE financing

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net decrease in cash

Cash, Beginning

Supplemental information:

Interest paid

Fair value of warrants exercised

Fair value of securities issued for the RTO (Note 4)

Fair value of securities issued for settlement of accounts payable

Fair value of securities issued for services

Fair value of securities issued for carbon credits

Fair value of securities issued for the acquisition of interest in associate

Fair value of securities issued for ELOC commitment

See accompanying notes to the condensed consolidated interim financial statements.

DevvStream Corp.

FOCUS IMPACT ACQUISITION CORP.)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Note 1 - Organization and Business Operations

Organization and General

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 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”).

On November 1, 2021, the Company consummated its

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 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.

Nasdaq rules provide that the Initial Business Combination must be with one

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 (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 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 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 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 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 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;

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining

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 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 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 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 $ 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”).

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

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

In connection with the vote to approve the 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 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 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

On December 21, 2023, the Sponsor, converted 5,000,000

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 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”).

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

Amendment No.

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

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

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

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).

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 (the “Discretionary Fee”), 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.

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 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

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.

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.

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

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 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

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements

prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete

presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are

necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Nature of operations

DevvStream Corp.

(formerly Focus Impact Acquisition Corp.) (the “Company” or “Devv Corp”) is a company existing under the Business Corporations Act of Alberta,

The head office is located at 2133 – 1177 West Hastings Street, Vancouver, BC V6E 2K3 and its records and registered office is located at #1700, 421 – 7th Avenue S.W., Calgary, Alberta, T2P 4K9.

The Company was a special purpose acquisition corporation incorporated in Delaware, the United States on February 23, 2021.

On November 6, 2024, the Company completed a reverse takeover (“RTO”) with DevvStream Holdings Inc.

(“Devv Holdings”)

(Note 4) pursuant to a business combination agreement (“BCA”) entered into on September 12, 2023 (and as amended on May 1, 2024, August 10, 2024 and October 29, 2024).

The transaction is also referred to as the “De-SPAC” transaction.

was redomiciled as an Alberta company as part of the De-SPAC transaction.

Devv Holdings is an Environmental Social and Governance (“ESG”) principled, high-tech, impact investing company focused on high quality and high return carbon credit

generating projects.

Devv Holdings is deemed as the acquirer for accounting purposes, and therefore its assets, liabilities and operations are included in the condensed consolidated interim financial statements at their historical carrying

The Company’s operations are considered to be a continuance of the business and operations of Devv Holdings, with the Company’s operations being included from November 6, 2024, the closing date of the De-SPAC transaction, onwards.

The Company is a public company which is listed on the Nasdaq Stock Exchange (“NASDAQ”) under the symbol “DEVS”.

Basis of preparation

Statement of compliance

These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis in accordance with accounting principles generally

accepted in the United States of America (“U.S.

GAAP”) for interim financial information and in accordance with the instructions in Article 10 of Regulation S-X promulgated by the U.S.

Securities and Exchange Commission (the “SEC”), effective for

the six months ended January 31, 2025.

Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted,

pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash

In the opinion of management, the accompanying condensed consolidated interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position,

operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial

statements for the year ended July 31, 2024.

The interim period results do not necessary indicate the results that may be expected for any other interim period or for the full fiscal year.

These unaudited condensed consolidated interim financial statements have been prepared on a historical cost basis.

In addition, these condensed consolidated interim

financial statements have been prepared using the accrual basis of accounting, except for the cash flow information.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Basis of preparation (continued)

Going concern

These unaudited condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which

assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

As at January 31, 2025, the Company has a working capital

deficit, incurred negative cash flows and losses since inception and has generated no revenue to date.

The Company’s ability to continue its operations, realize its assets at their carrying values and discharge its liabilities is dependent upon

its ability to raise adequate financing from external sources and generate profits and positive cash flows from operations.

The Company will require additional capital to fund its operations, to evaluate strategic opportunities, and for working capital purposes.

However, there is no

assurance that the Company will be able to secure such financing on favourable terms.

These matters raise substantial doubt regarding the Company’s ability to continue as a going concern.

These unaudited condensed consolidated interim financial

statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.

Such adjustments could be material.

Basis of consolidation

These unaudited condensed consolidated interim financial statements include the accounts of the Company and entities controlled by the Company.

Control exists when

the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

All intercompany balances and transactions, income and expenses have been eliminated upon

consolidation.

As of January 31, 2025, the Company’s subsidiaries were:

Name of subsidiary

Place of incorporation

Devv Holdings

Vancouver, British Columbia

Devvstream, Inc.

Delaware , USA

DevvESG Streaming Finco Ltd (“Finco”)

British Columbia , Canada

On November 10, 2022, the Company made an investment into Marmota Solutions Incorporated (“Marmota”).

On the date of the initial investment, the Company owned 50 % of Marmota and accounted for the investment as an equity investment.

On October 16, 2023, the Company reduced its interest in Marmota to 10 % by returning common shares to Marmota for cancellation in consideration of $ 19 .

On November 6, 2024, the Company made an investment into Monroe Sequestration Partners, LLC (“MSP”).

The Company owns 50 % of MSP and

accounted for the investment as an equity investment.

Variable interest entities (“VIE”)

A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such

that equity investors lack the ability to control the entity’s activities or do not substantially participate in the gains and losses of the entity.

Upon inception of a contractual agreement, and thereafter, if a reconsideration event occurs, the

Company performs an assessment to determine whether the arrangement contains a variable interest in an entity and whether that entity is a VIE.

The primary beneficiary of a VIE is the party that has both the power to direct the activities that

most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Where the Company concludes that it is the primary

beneficiary of a VIE, the Company consolidates the accounts of that VIE.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Basis of preparation (continued)

Functional and presentation currencies

Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions,

events, and conditions.

As a result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for Devv Holdings and DESG.

Finco’s functional currency

remained CAD$.

This change aligns with the business’s future focus and the effective date of the Devv Corp.’s Form S-4 Registration Statement with the SEC, a crucial part of the De-SPAC transaction closing.

The change in functional currency was

accounted for prospectively from August 1, 2024, with no impact on prior year comparative information.

Upon the change in functional currency on August 1, 2024, 1,220,668 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities (Note 11).

Determining the functional currency involved significant judgments to assess the

primary economic environment in which the Company operates, including factors such as the currency of underlying transactions, the location of key operations, and the currency of expected cash flows.

The Company’s presentation currency is and continues to be the United States dollar.

Use of estimates and judgments

In preparing these condensed consolidated interim financial statements, management has made judgements, estimates and assumptions that affect the applicability of

the Company’s accounting policies.

In preparing these condensed consolidated interim financial statements, the significant estimates and critical judgments were the same as those applied to the audited consolidated financial statements as at and

for the year ended July 31, 2024, other than the below.

Critical Judgements

Investment in Associate

In October 2024, the Company acquired a 50 % voting

interest in MSP.

Even though the Company holds 50 % of the voting interest, it does not consider that it controls MSP.

This is because

the remaining 50 % is held by one party and its affiliates and the operating agreement of MSP dictates that the other majority

shareholder shall manage the affairs of MSP.

The Company considers that it has significant influence over MSP based on its share of ownership, and accounts for the investment for using the equity method of accounting.

Significant Estimates

Warrant Liabilities

Warrant liabilities are measured at fair value.

Warrants are measured using the Black-Scholes option pricing model.

The Black-Scholes option pricing model utilizes

subjective assumptions such as fair value of the underlying share, expected price volatility, and expected life.

Changes in these input assumptions can significantly affect the fair value estimate.

Stock Option Liabilities

Stock option liabilities are measured at fair value.

Stock options are measured using the Black-Scholes option pricing model.

The Black-Scholes option pricing model

utilizes subjective assumptions such as fair value of the underlying share, expected price volatility, and expected life.

Changes in these input assumptions can significantly affect the fair value estimate.

Fair value of consideration in De-SPAC transaction

The fair value of consideration to acquire the Company in the De-SPAC transaction comprised of common shares and replacement warrants.

The share price of Devv

Holdings as at the date of issuance is a significant estimate.

In determining the estimate, management considered recent financings and the trading prices of the entities.

The replacement warrants were valued using the Black-Scholes option

pricing model which utilizes subjective assumptions such as fair value of the underlying share, expected price volatility, expected life and estimated forfeitures.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Basis of preparation (continued)

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm

attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

The Company will be an “Emerging Growth Company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the

Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it has taken advantage of certain exemptions that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being

required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy

statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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.

reporting 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.

Company has 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, the Company, 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 the Company’s condensed consolidated 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.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

results could differ from those estimates.

The Company has 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 and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Significant accounting policies

The significant accounting policies applied in the preparation of these condensed consolidated interim financial statements are consistent

with the accounting policies disclosed in the Company’s audited consolidated financial statements for the year ended July 31, 2024 except for the addition below:

Warrant liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance ASC Topic 480, Distinguishing Liabilities from Equity (“Topic 480”) and ASC Topic 815, Derivatives and Hedging (“Topic 815”).

This assessment, which requires the use of professional judgment, is conducted at the time of warrant

issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a

component of additional paid-in capital at the time of issuance or modification.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the

date of issuance, and each balance sheet date thereafter.

This liability is subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in the Company’s consolidated statement of

The Company has concluded that certain warrants no longer meet the criteria for equity classification and must be recorded as a liability,

upon the change in the Company’s functional currency.

Accordingly, the Company re-classified warrants denominated in functional currencies other than the Company’s functional currency as a liability at fair value and will adjust the liability to fair

value at each reporting period.

Stock option liabilities

The Company accounts for stock options as either equity-classified or liability-classified instruments based on an assessment of the stock

options’s specific terms and applicable authoritative guidance ASC Topic 480, Distinguishing Liabilities from Equity (“Topic 480”) and ASC Topic

815, Derivatives and Hedging (“Topic 815”).

This assessment, which requires the use of professional judgment, is conducted at the time of stock

option issuance and as of each subsequent quarterly period end date while the stock options are outstanding.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Significant accounting policies (continued)

For issued or modified stock option that meet all of the criteria for equity classification, the stock options are required to be recorded

as a component of additional paid-in capital at the time of issuance or modification.

For issued or modified stock options that do not meet all the criteria for equity classification, the stock options are required to be recorded at their initial

fair value on the date of issuance, and each balance sheet date thereafter.

This liability is subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in the Company’s consolidated

statement of operations.

The Company has concluded that certain stock options no longer meet the criteria for equity classification and must be recorded as a

liability, upon the completion of the De-SPAC transaction and commencement of trading on the NASDAQ.

Accordingly, the Company re-classified stock options denominated in functional currencies other than the Company’s functional currency as a liability

at fair value and will adjust the liability to fair value at each reporting period.

Carbon credits

The Company acquires carbon credits for the purposes of resale, and as such accounts for the credits as inventories of the Company under

Accordingly, the carbon credits are stated at the lower of cost and net realizable value.

Stop-loss provision liabilities

Certain contracts entered into for the purchases of

carbon credits which were settled in shares include stop-loss provisions that requires the Company to issue additional shares of the Company to the sellers, representing the shortfall between the agreed upon value of the purchased credits and the

market value of shares of the Company received by the sellers at the time of such stop-loss provisions being triggered.

Such contractual obligations to reimburse sellers would take effect in various timeframes, up to 18 months from the date of purchase.

The Company accounts for stop-loss provision liabilities in accordance with ASC Topic 450, Contingencies (“Topic 450”) and Distinguishing Liabilities from Equity (“Topic 480”).

A loss contingency is accrued if it is both probable and reasonably estimable.

Topic 450 defines “probable” as “the future event or events

are likely to occur”, and the amount to be accrued shall be a better estimate than any other estimate within the range, or the minimum amount in the range if no amount within the range is a better estimate than any other amount.

An instrument falls within the scope of Topic 480 and is accounted for as a liability if the instrument is to be settled with a variable

number of shares the monetary value of which is based solely or predominantly on a fixed monetary amount known at inception.

The Company assessed that such obligations are probable and estimable, insofar as the Company has received the carbon credits underlying

the transaction, and accordingly, the Company accrued for liabilities on the stop-loss provisions based on the price of the Company’s common stock trading on the NASDAQ, and will adjust the liability at each reporting period.

Reverse takeover

On September 12, 2023 (and as amended on May 1, 2024, August 10, 2024 and October

29, 2024), the Company entered into a BCA with Devv Holdings.

The transaction was structured as an amalgamation of Devv Holdings into a wholly owned subsidiary of the Company, following the Company’s redomiciling as an Alberta company, in order to

effect the De-SPAC transaction.

Under the BCA, the Company consolidated all of its issued and outstanding common

stock on a 1:

0.9692 basis.

All the outstanding Devv Holdings subordinate voting shares (“SVS”) are exchanged for common stock of the

Company on a common conversion ratio of 0.152934 (the “Common Conversion Ratio”).

All the outstanding Devv Holdings multiple voting

shares (“MVS”), being the equivalent of 10 SVS, are exchanged for common stock of the Company on the basis of the Common Conversion

In addition, all of the outstanding convertible securities of Devv Holdings were exchanged for securities of the Company on the basis of the Common Conversion Ratio, with corresponding adjustments to exercise prices, and otherwise on

substantially the same economic terms and conditions.

The De-SPAC transaction was completed on November 6, 2024.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Reverse takeover (continued)

In consideration for the De-SPAC transaction, the Company issued 4,657,479 common stock to the former holders of SVS of Devv Holdings and 7,111,405 common stock to the former holders of MVS of Devv Holdings.

The former shareholders of the Company retained 5,159,209

The fair value per share was estimated to be $ 0.61 (CAD$ 0.85 ) based on the last trading price of Devv Holdings on the Cboe Exchange.

As at November 6, 2024, the Company had 22,699,987 warrants outstanding, each exercisable at $ 1.52 for 0.9692 common stock, expiring on November 6, 2029.

The fair value of the warrants was estimated to be $ 7,196,286 based on the Black-Scholes Option Pricing Model using the following assumptions:

share price – $ 0.61 , expected dividend yield – 0 %, expected volatility – 87 %, risk-free interest rate – 3.12 % and

an expected remaining life – 5 years .

Expected volatility was estimated by using the average of historical volatility of Devv Holdings

and of public traded companies that the Company considers to be comparable.

The expected warrant life represents the period of time that warrants granted are expected to be outstanding.

The risk-free interest rate is based on Canadian government

bonds with a remaining term equal to the expected life of the warrants.

Immediately after the completion of the De-SPAC transaction, the former holders of

Devv Holdings’ shares owned 70 % of the shares of the combined entity.

As a result of the De-SPAC transaction, the former shareholders of

Devv Holdings acquired control of the Company, thereby constituting an RTO of the Company.

The RTO was determined to be a purchase of the Company’s net assets by the shareholders of Devv Holdings.

The De-SPAC transaction was accounted for as a capital transaction of Devv

Holdings and equivalent to the issuance of shares by Devv Holdings for the net assets of the Company accompanied by a recapitalization as the Company did not qualify as a business according to the definition of ASC Topic 805, Business Combinations , and met the definition of a non-operating public shell.

As a result, the transaction has been accounted for as an asset acquisition with Devv Holdings being identified as the acquirer

and the Company being treated as the accounting acquiree with the transaction being measured at the fair value of the equity consideration issued to the Company’s shareholders.

Devv Holdings is the continuing entity.

The excess of the fair value of the shares issued over the value of the net

monetary assets acquired has been recognized as a reduction in equity.

The purchase price is allocated as follows:

Fair value of shares retained by former shareholders of the Company ( 5,159,209

0.9692 consolidation shares at $ 0.61 (CAD$ 0.85 ))

Fair value of replacement warrants of the Company

Total consideration

Net assets (liabilities) acquired of the Company:

Cash and cash equivalents

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

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 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.

Concentration of Credit Risk

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 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.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the condensed consolidated balance sheet, primarily due to its short-term nature.

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each

reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have

received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection

with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about

how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical

or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

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

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

Class A and Class

Non-redeemable

Class A and Class

Basic diluted net loss per share

Allocation of net loss

Weighted average shares outstanding

Basic and diluted net loss per share

For the Nine Months Ended September 30,

Non-redeemable

Class A and Class

Non-redeemable

Class A and Class

Basic diluted net loss per share

Allocation of net (loss) income

Weighted average shares outstanding

Basic and diluted net loss per share

Derivative Financial Instruments

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

The Company accounted for the 22,700,000 warrants issued in connection with the IPO 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, the Company 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 the Company’s condensed consolidated statement

of operations.

The fair value of privately-held 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.

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

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 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.

The Company has taken a position as to

the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a

reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it

to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate.

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

results through September 30, 2024.

ASC 740 also clarifies the accounting for uncertainty in income taxes

recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in

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

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.

The Company is subject to income taxation by major taxing authorities since inception.

These examinations may include questioning

the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will

materially change over the next twelve months.

Common Stock Subject to Possible Redemption

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 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

at the end of each reporting period.

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 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

Accounts payable and accrued liabilities

Promissory note payable (Note 9)

Total net assets (liabilities)

Reduction to additional paid in capital as a result of the recapitalization

Carbon credits

Between October 17, 2024 and October 28, 2024, Devv Holdings entered into multiple

agreements to acquire carbon credits in return for shares of the Company once the De-SPAC Transaction was completed.

On November 6, 2024, concurrent with the completion of the business combination, the Company issued 3,249,876 common shares in consideration for these agreements.

The fair value of the shares issued was $ 1,982,424 .

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Carbon credits (continued)

Stop-loss provision

All of the agreements contain adjustment clauses whereby if the Company’s share price

falls below the respective purchase prices outlined in the agreements, in the next 12 to 18 months, the Company is obligated to issue additional shares to cover the shortfall.

The Company has assessed that the potential liability associated with the stop-loss

provision for carbon credits received as of January 31, 2025 is $ 1,024,713 .

Deposit on carbon credits

Consideration paid of $ 667,903 related to the future delivery of carbon credits is recorded as a deposit on carbon credits.

The stop-loss provision related to these contracts has not been recognized.

As there is not yet certainty to the delivery of the credits, the obligation to issue additional shares is not probable as at January 31, 2025.

Impairment of carbon credits

The Company is currently in dispute with one of the vendors for which 1,200,000 shares with a fair value of

$ 658,800 was issued.

At the date of these financial statements, the vendor has not delivered the carbon credits which are due under the

contract and the Company has issued a demand letter to the vendor.

Management has assessed that it is improbable that these carbon credits will be received and has recorded an impairment charge of $ 658,800 during the six months ended January 31, 2025.

The stop-loss provision related to this contract has not been recognized.

As the vendor is in breach of the contract, the

obligation to issue additional shares is not probable as at January 31, 2025.

One of the agreements provides for the vendor to return the consideration shares received for cancellation in return for the carbon credits if a registration statement does not become

effective within 45 days of the closing of the purchase agreement.

As this deadline was not met, the vendor has triggered this clause

under the agreement and is currently in negotiations with the Company to return 1,500,000 shares with a fair value of $ 549,000 issued under the contract in exchange for the carbon credits that were transferred to the Company.

Management has assessed that it is probable

that the carbon credits will be returned to the vendor and has recorded an impairment charge of $ 549,900 during the six months ended

January 31, 2025.

The stop-loss provision related to this contract has not been recognized.

As the Company will likely be cancelling the shares issued under the contract, the obligation to issue additional shares is not probable as at January 31,

Investment in associate

On November 6, 2024, the Company received 2,000,000

shares in MSP, in connection with an agreement to acquire a stake in MSP in exchange for 2,000,000 shares of the Company that was

entered into on October 28, 2024.

At the time of acquisition, the 2,000,000 shares of MSP received by the Company represented 50 % of shares outstanding, and the initial balance of investment was determined to be $ 1,220,000 being the fair value of the shares issued by the Company in consideration for the exchange.

As at January 31, 2025, the Company’s share of ownership remained at 50 %.

Management assessed that the Company has significant influence over MSP based on its share of ownership, and that the investment should be

accounted for using the equity method of accounting.

Summarized financial information of MSP and a reconciliation of the carrying amount of the investment set forth in the condensed

consolidated interim balance sheets are set out below:

Summarized balance sheet

January 31, 2025

Due from related parties

Prepaid expenses

Start-up costs, net

Accrued liabilities

Convertible notes

Total liabilities

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Investment in associate (continued)

Summarized statement of loss

November 6, 2024

to January 31,

Operating expenses

Consulting expenses

General and administrative expenses

Legal and professional fees

Total operating expenses

Interest expenses

A continuity of the Company’s investment in associate is as follows:

Balance as at July 31, 2024

Investment by the Company

Company’s share of loss

Balance as at January 31, 2025

Equity Line of Credit (“ELOC”)

On October 29, 2024, the

Company entered into the ELOC Agreement with Helena Global Investment Opportunities I Ltd (“Helena I”).

Under the ELOC Agreement, the Company will have the right to issue and to sell to Helena I from time to time, up to $ 40,000,000 of the Company’s common shares following the closing of the De-SPAC Transaction and the effectiveness of the registration statement registering

the Company’s common shares being sold under the ELOC Agreement (the “Helena I Registration Statement”).

As a commitment fee in connection with the execution of the ELOC Agreement, 500,000 shares of the Company was issued upon closing of the De-SPAC transaction (Note 13).

Following the closing of

the De-SPAC Transaction and the Helena I Registration Statement becoming effective, the Company will also issue to Helena I 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 .

As at January 31, 2025, the Helena I Registration Statement was not yet

effective and no amounts have been drawn against the ELOC.

Accounts payable and accrued liabilities

July 31, 2024

Accounts payable

Accrued liabilities

Excise taxes payable

Income taxes payable

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Convertible debentures

Devvio Tranche (Related Party Convertible Debt)

On January 12, 2024, the Company closed a unsecured convertible notes offering in the principal amount of $ 100,000 with Devvio that will bear interest at a rate of 5.3 %

per annum, is payable at maturity, subject to acceleration if the Company completes the De-SPAC transaction and the debentures are not converted.

The maturity was November 6, 2024.

The Company has the right to prepay the whole or any portion of

the principal amount, and together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment.

Devvio is a related party to the Company through its ownership of the Company’s shares, and one of Devvio’s

officers, directors and principal owners was a director of the Company during the year ended July 31, 2024 and the six months ended January 31, 2025.

In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest are convertible into SVS of the Company at the option of the

lender, as follows:

At a conversion price equal to the greater of (a) $ 7.65 multiplied by the common conversion ratio as set forth in the BCA

(the “Common Conversion Ratio”), and (b) CAD$ 1.03 .

The shares are thereafter exchanged for common shares of the Combined

Company at the Common Conversion Ratio.

If the Company completes the De-SPAC transaction, and the convertible notes are not converted into shares, the maturity date will accelerate and the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction.

In the event the Company does not complete a De-SPAC transaction at the later of October 8, 2024 ( 270 days from the issuance date of the notes) and the termination of the business combination agreement for the De-SPAC transaction, the principal and accrued interest are

convertible into units consisting of one SVS and half of a share purchase warrant, at the option of the lender, as follows:

At a conversion price equal to the greater of (a) the 30-day volume weighted average trading price (“VWAP”) of the shares

on Cboe Canada stock exchange and (b) CAD$ 1.03 .

Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on

the 30-day VWAP and (b) the floor price of CAD$ 1.03 .

The warrants will expire 2 years after the conversion date.

The conversion price is subject to certain anti-dilution provisions.

At issuance, the Devvio Tranche convertible debentures were determined to be a financial instrument comprising a host debt component and a conversion

feature which is an embedded derivative that required bifurcation.

On initial recognition, the embedded derivative was valued first, and the residual value was assigned to the host financial debt component.

The fair value of the derivative

liability at issuance was estimated to be $ 45,000 using the Monte Carlo model.

The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and closely

related to the host contract.

On November 6, 2024, the Company completed the De-SPAC transaction (Note 4), and accordingly, the conversion terms of the principal amount and accrued interest

crystalized such that they are convertible, at the option of the lender, at a conversion price of $ 1.17 (being $ 7.65 multiplied by the Common Conversion Ratio).

If the convertible notes are not converted into shares, the principal plus interest will become

repayable within 10 days after the closing of the De-SPAC transaction.

Upon the crystallization of the conversion price, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required.

fair value of the conversion option was remeasured on November 6, 2024 to be $ 176,000 and was transferred into equity The fair value

was estimated using the Black-Scholes Option Pricing mode using the following assumptions:

expected dividend yield - 0 %, expected

volatility - 275 %, risk-free interest rate – 3.10 % and an expected remaining life – 0.6 years .

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Convertible debentures (continued)

On November 12, 2024, the maturity of the Devvio Tranche was extended to May 30, 2025.

As there was no change to the cash flows as a result of this change, the 10%

test was not met and therefore, there was no extinguishment of the debt as a result of this change.

Focus Impact Partners Convertible Debt (Related Party Convertible Debt)

In the prior year, the Company closed an unsecured convertible notes offering with Focus Impact Partners, LLC (“Focus Impact

Subsequent to the closing of the De-SPAC transaction, Focus Impact Partners became a related party of the Company as one of the directors of the Company is an officer of Focus Impact Partners.

The convertible notes were

initially closed on January 12, 2024 and additional advances were added under the same offering.

The total initial principal amounts of $ 550,000

under the original Focus Impact Partners Convertible Debt were received in five installments:

$ 150,000 on November 6, 2023, $ 150,000

on January 9, 2024, $ 100,000 on March 28, 2024, $ 100,000 on April 19, 2024, and $ 50,000 on June 13, 2024.

The debentures will bear interest at a rate

of 5.3 % per annum, payable at maturity, subject to acceleration if the Company completes the De-SPAC transaction (Note 4) and the

debentures are not converted.

The maturity date for all advances was November 6, 2024.

The Company has the right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity

date without notice or a penalty payment.

In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest are convertible into SVS of the Company at the option of the

lender, as follows:

At a conversion price equal to the greater of (a) a 25 % discount to the 20-day VWAP of the shares on the Cboe Exchange multiplied by the Common Conversion Ratio, and (b) $ 2.00 (the De-SPAC Floor Price”).

The shares are thereafter exchanged for common shares of Focus Impact at the Common Conversion Ratio.

In the event the Company does not complete a De-SPAC

transaction at the later of October 8, 2024 ( 270 days from the issuance date of the notes), or the termination of the BCA with Focus

Impact, the principal and accrued interest are convertible into units consisting of one SVS and half of a share purchase warrant, at the option of the lender, as follows:

At a conversion price equal to the greater of (a) a 25 % discount to the 20-day VWAP of the shares on the Cboe Exchange calculated on the conversion date and b) the floor price defined as the current market price on the date of

announcement of the offering which was CAD $ 0.475 .

Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on

the 20-day VWAP and (b) the floor price defined as the current market price on the date of announcement of the offering which

was CAD $ 0.475 .

The warrants will expire 2 years after the conversion date.

The conversion price is subject to certain anti-dilution provisions.

On June 28, 2024, the Company and Focus Impact Partners agreed to amend the Focus Impact Partners Convertible Debt (“the June 2024 Amendment”) such

that the De-SPAC Floor Price would be amended from $ 2.00 to CA$ 0.475 .

On June 28, 2024, the Company received additional proceeds of $ 20,000 under the June 2024 Amendment.

On August 19, 2024, October 18, 2024, October 28, 2024 and November 1, 2024, the Company received additional proceeds of $ 41,500 , $ 6,500 , $ 7,650 and $ 12,000 under the June 2024

Focus Impact Partners Convertible Debt were determined to be a financial instrument comprising a host debt component and a conversion feature which is an embedded derivative that required bifurcation.

On initial recognition, the embedded

derivative was valued first, and the residual value was assigned to the host financial debt component.

The total fair value of the derivative liabilities at the various issuance dates for the proceeds received during the year ended July 31,

2024 was estimated to be $ 25,800 as valued using the Monte Carlo model.

The total fair value of the derivative liabilities at the

various issuance dates for the proceeds received during the six months ended January 31, 2025 was estimated to be $ 65,750 as

valued using the Monte Carlo model.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Convertible debentures (continued)

The June 2024 Amendment had no impact on the classification of the convertible debenture and therefore, the conversion feature was considered a

derivative before and after the modification.

As there was no change to the host instrument cash flows as a result of this change, the 10% test was not met and therefore, there was no extinguishment of the host debt as a result of this change.

As the conversion option was bifurcated before and after the modification, the change in the fair value of the conversion feature was recognized as

the loss on revaluation of the derivative liabilities through the consolidated statement of operations and comprehensive loss.

The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and closely

related to the host contract.

On November 13, 2024, the Company issued a new $ 637,150

convertible note bearing interest of 5.3 % per annum, with a maturity date of November 13, 2026 (“New Focus Impact Partners

Convertible Debt”), in exchange for the cancellation of the Focus Impact Partners Convertible Debt as described above (the “November 2024 Amendment”).

The principal loan amount and any accrued interest under the New Focus Impact Partners

Convertible Debt are convertible into common stock of the Company at the option of the holder at a 25 % discount to the 20-day volume weighted average price of the Company’s shares, subject to a floor of $ 0.867 per share.

The Company retains the right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date

without notice or a penalty payment.

Accrued interest on the previously existing Focus Impact Partners Convertible Debt, amounting to $ 21,130 , were not converted into the New Focus Impact Partners Convertible Debt, and were transferred to accrued liabilities of the Company.

As a result of the November 2024 amendment, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required.

conversion option was bifurcated before the amendment but not bifurcated after the amendment, a change in the fair value of the conversion option of over 10 % of the of the carrying amount of the original debt without the bifurcation at inception constitutes a substantial change.

Immediately prior to the November 2024 Amendment, the value of the conversion

feature associated with the Focus Impact Partners Grid Note was $ 2,250,000 .

The fair value of the conversion feature was $ 59,000 after the November 2024 Amendment as estimated using the Monte Carlo model.

With the 10 % test being met, extinguishment accounting was applied.

The carrying value of the old debt of $ 637,650 was derecognized and the fair value of the new debt of $ 544,441

(based on a 14 % market yield) was recognized.

The fair value of the conversion feature of $ 59,000 was transferred to equity.

As Focus Impact Partners is a related party, the gain on the extinguishment of $ 93,209 was recognized in equity as a capital transaction pursuant to ASC 470-50-40-2 .

Envviron Tranche (Related Party Convertible Debt)

On April 23, 2024 , the Company closed an unsecured convertible note offering in the principal amount of $ 250,000 with Envviron SAS (a company controlled by a former director of the Company) that will bear interest at a rate of 5.3 % per annum, payable at maturity, subject to acceleration if the Company completes the De-SPAC transaction and the debentures are not converted

(“Envviron Tranche”).

The maturity date was February 15, 2025.

The Company has the right to prepay the whole or any portion of the principal amount, and together with any accrued interest, at any time prior to the maturity date without notice or

a penalty payment.

The terms of the Envviron Tranche are identical to the original Focus Impact Partners Convertible Debt.

In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest are convertible into SVS of the Company at the option of the

lender, as follows:

At a conversion price equal to the greater of (a) the price that is a 25 % discount to the 20-day VWAP of the shares on Cboe Canada stock exchange, and (b) $ 2.00 .

The shares are thereafter exchanged for common shares of Focus Impact at the Common Conversion Ratio.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Convertible debentures (continued)

In the event the Company does not complete a De-SPAC transaction at the later of January 18, 2025 ( 270 days from the issuance date of the notes) and the termination of the BCA for the De-SPAC transaction, the principal and accrued interest are convertible into units

consisting of one SVS and half

of a share purchase warrant, at the option of the lender, as follows:

At a conversion price equal to the greater of (a) the price that is a 25 % discount to the 20-day VWAP of the shares on Cboe Canada stock exchange and (b) CAD$ 0.475 .

Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on

the 30 -day VWAP and (b) the floor price of CAD$ 0.475 .

The warrants will expire 2 years after the conversion date.

The conversion price is subject to certain anti-dilution provisions.

The Environn Tranche convertible debentures were determined to be a financial instrument comprising a host debt component and a conversion feature

which is an embedded derivative that required bifurcation.

On initial recognition, the embedded derivative was valued first, and the residual value was assigned to the host financial debt component.

The fair value of the derivative liability at

issuance was estimated to be $ 2,750 using the Monte Carlo model.

The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and

closely related to the host contract.

On November 6, 2024, the Company completed the De-SPAC transaction (Note 4), and accordingly, the conversion terms of the principal amount and accrued interest

crystalized such that they are convertible, at the option of the lender, at a conversion price equal to the greater of (a) the price that is a 25 %

discount to the 20-day VWAP of the shares on the NASDAQ, and (b) $ 2.00 .

If the convertible notes are not converted into shares, the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction.

Upon the crystallization of the conversion price, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required.

fair value of the conversion option was remeasured on November 6, 2024 to be $ 31,000 and was transferred into equity .

The fair value was estimated using the Monte Carlo model .

On November 12, 2024, the maturity of the Envviron Tranche are extended to May 30, 2025.

As there was no change to the cash flows as a result of this change, the

10% test was not met and therefore, there was no extinguishment of the debt as a result of this change.

Debt Assumed on RTO

Upon the completion of the De-SPAC transaction (Note 4), the Company assumed two unsecured promissory notes amounting to $ 3,000,000 issued to Focus

Impact Sponsor, LLC (the “Focus Impact Sponsor”), a significant shareholder of the Company.

The promissory notes were interest-free and had a maturity date on the completion of the De-SPAC transaction (Note 4).

Upon the completion of the

De-SPAC transaction, $ 1,500,000 of the promissory notes was convertible into warrants of the Company at a price of $ 1.00 per warrant.

The Company also assumed $ 345,000

of accrued administrative fees owing to Focus Impact Partners.

On November 13, 2024, the Company issued new convertible notes totaling $ 3,345,000 , bearing interest of 5.3 % per annum, with a maturity date of

November 13, 2026 (“New Convertible Debt”), in exchange for the cancellation of the assumed debt described above.

The principal loan amount and any accrued interest under the New Convertible Debt are convertible into common stock of the Company at the option of the holder at a

25 % discount to the 20-day

volume weighted average price of the Company’s shares, subject to a floor of $ 0.867 per share.

The Company has the right to prepay

the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Convertible debentures (continued)

As the conversion feature was not bifurcated before and after the amendment, a difference in the present value of cash flows under the terms of the new debt

instrument of at least 10 % from the present value of the remaining cash flows under the terms of the original debt instrument

constitutes a substantial change.

The change was assessed to be in excess of 10 %.

With the 10 % test being met, extinguishment accounting was applied.

The carrying value of the old debt of $ 3,345,000 was derecognized and the fair value of the new debt of $ 2,856,042

(based on a 14 % market yield) was recognized.

As Focus Impact Partners and the Focus Impact Sponsor are related parties, the gain on

the extinguishment of $ 488,957 was recognized in equity as a capital transaction pursuant to ASC 470-50-40-2.

In connection with the New Focus Impact Partners Convertible Debt and the New Convertible Debt, the Company agreed (i) to grant the Secured Parties a first ranking

security interest in all of the carbon credits and similar environmental assets held by the Company, 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”).

On December 18, 2024, the Company executed and delivered to the Secured Parties the Security Agreement.

A continuity of the Company’s convertible debentures is as follows:

Balance as at August 1, 2023

Fair value of embedded derivative

Transaction costs

Balance as at July 31, 2024

Fair value of embedded derivative

Accrued interest transferred to accrued liabilities

Extinguishment

Assumed on RTO

Balance as at January 31, 2025

The face value of the convertible debentures as of January 31, 2025 was $ 4,332,650 .

Below is a continuity of the embedded derivative liabilities:

Balance as at August 1, 2023

Derivative liability component

Change in fair value of derivative liabilities

Balance as at July 31, 2024

Derivative liability component

Change in fair value of derivative liabilities

Transferred to equity

Balance as at January 31, 2025

In connection with the issuance of the convertible debentures during the year ended July 31, 2024, the Company incurred $ 40,227 in directly attributable transaction costs.

was allocated to the host financial liability, $ 3,743 was allocated to the embedded derivative and recorded immediately in the

consolidated statement of operations as general and administrative expenses.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Convertible debentures (continued)

The key inputs used in the Monte Carlo model for the derivative liabilities were as follows:

measurement (for

the year ended July

July 31, 2024

measurement (for

the period ended

January 31, 2025)

January 31, 2025

Probability of De-SPAC Transaction closing

Risk-free interest rate

4.60 % - 4.87

Extension funding of Trust Account

Remeasurement adjustment of carrying value to redemption value

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.

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

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of

incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material effect on the Company’s condensed consolidated financial statements.

Note 3 - Initial Public Offering

On November 1, 2021, the Company sold 23,000,000

Units at a purchase price of $ 10.00 per Unit which included the exercise of the underwriters’ option to purchase an additional 3,000,000 Units at the initial public offering price to cover over-allotments.

Each Unit had an offering price of $ 10.00 and consists of one share of

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 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

($ 10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was

deposited into the Trust Account.

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

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

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 expired or were redeemed, as

specified in the warrant agreement;

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 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

In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock

equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of

the warrants by (y) the fair market value and (B) the product of 0.361 and the number of whole warrants being exercised by such

The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10

trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 .

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

in whole and not in part;

at a price of $ 0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;

if, and only if, the closing price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for

adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within

a 30 -trading day period ending three

trading days before the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A

common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period.

If and when the warrants become redeemable by

the Company, the Company may exercise the Company’s redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 10.00 .

Once the warrants become exercisable, we may redeem the outstanding warrants:

in whole and not in part;

at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption;

if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $ 10.00 per public share (as

adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading

days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

if the closing price of the Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day

prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ 18.00 per share (as

adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public

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

On November 1, 2021, simultaneously with the closing of the 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 .

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

salable until 30 days after the completion of the Initial Business Combination and they will not be redeemable by the Company so long as

they are held by the Sponsor or its permitted transferees.

The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis.

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 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.

Note 5 - Related Party Transactions

Founder Shares

The Sponsor paid $ 25,000 to the Company in consideration

for 5,750,000 shares of Class B common stock.

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.

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 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 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 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

The Company agreed to pay the Sponsor a total of $ 10,000

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 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 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.

As such, the restriction on the cash was included on the condensed consolidated balance sheet as a reduction in the cash balance in the

Company’s operating bank account.

Note 6 - Commitments and Contingencies

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) were entitled to registration rights pursuant to a

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

The underwriters were entitled to a deferred underwriting fee of approximately $ 0.376 per unit sold in the IPO, or $ 8,650,000 in the aggregate (including the

fee related to the 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

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 .

The Company complies with ASC 405 “Liabilities” and derecognized the deferred underwriting fee liability upon being released of the obligation by the underwriters.

To account for the waiver of the deferred underwriting fee, the Company

reduced the deferred underwriting fee liability to $ 0 and reversed the previously recorded cost of issuing the instruments in the IPO,

which included recognizing a contra-expense of $ 309,534 , which is the amount previously allocated to liability classified warrants and

expensed upon the IPO, 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 IPO date.

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 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

Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity classification.

As such, these financial instruments must be recorded on the

condensed consolidated balance sheet at fair value.

This valuation is subject to re-measurement at each balance sheet date.

With each re-measurement, these financial instruments valuations will be adjusted to fair value, with the change in fair

value recognized in the Company’s condensed consolidated statement of operations.

The Company’s warrant liability for the Private Placement Warrants is based on valuation models utilizing inputs from observable and unobservable markets.

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

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 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 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.

September 30, 2024

Public Warrants

Private Warrants

Working Capital Loan Conversion Option

December 31, 2023

Public Warrants

Private Warrants

Working Capital Loan Conversion Option

The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement.

The key inputs into the binomial lattice model were as

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

September 30, 2024

December 31, 2023

4.27 % - 4.38

0.61 % - 4.25

Expected term (years)

Expected annual volatility for the Company

Expected annual volatility for Focus Impact

Common conversion ratio

0.083 - 0.155

0.063 – 0.1462

Foreign exchange rate

0.727 - 0.747

0.718 – 0.734

As at January 31,

2025, the conversion option attached to all of the convertible debt meet the definition of equity under Topic 815, and are accordingly no longer presented as derivative liabilities.

Mandatory convertible debentures

On January 12, 2024, the Company closed a tranche of unsecured convertible notes in the principal amount of $ 100,000 that bear interest at the rate of 15 % per annum,

payable only in Company securities on the Conversion Date, or payable in cash in connection with a Liquidating Event or Event of Default.

In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest automatically convert into SVS of the Company as

At a conversion price equal to the greater of (a) $ 7.65 multiplied by the Common Conversion Ratio, and (b) CAD$ 1.03 .

The shares are thereafter exchanged for common shares of Focus Impact at the Common Conversion Ratio.

In the event the Company does not complete a De-SPAC transaction by October 8, 2024 ( 270 days from the issuance date of the notes), the principal and accrued interest are automatically convertible into units consisting of one SVS and half of a share purchase warrant, as follows:

At a conversion price equal to the greater of (a) the 30-day VWAP of the shares on Cboe Canada stock exchange and (b) CAD$ 1.03 .

Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on

the 30-day VWAP and (b) the floor price of CAD$ 1.03 .

The warrants will expire 2 years after the conversion date.

The conversion price is subject to certain anti-dilution provisions.

The mandatory convertible debentures were liabilities classified and initially recorded at fair value with subsequent changes in fair value being

recorded in profit and loss (“FVTPL”).

The initial fair value was estimated to be $ 100,000 .

During the year ended July 31, 2024, the

Company recognized a change in fair value of $ 27,500 using a Monte Carlo Simulation.

In October 2024, the mandatory convertible

debentures were revalued to $ 57,000 using a Monte Carlo Simulation and were converted to 22,448 shares of the Company.

The debenture holders were also supposed to receive 11,224 warrants.

As of the date of these financial statements, these warrants have not yet been issued.

The Company recorded a gain on revaluation during the six months ended January 31,

2025 of $ 70,500 .

In connection with the issuance of these mandatory convertible debentures, the Company incurred $ 7,545 in directly attributable transaction costs which were recorded immediately in the consolidated statement of profit and loss as general and administrative expenses.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Mandatory convertible debentures (continued)

Continuity of the Company’s mandatory convertible debentures is as follows:

Balance as at August 1, 2023

Change in fair value of mandatory convertible debentures

Balance as at July 31, 2024

Change in fair value of mandatory convertible debentures

Conversion of debentures

Balance as at January 31, 2025

The key inputs used in the Monte Carlo model for the revaluation of the mandatory convertible debentures as at July 31, 2024 are set out in the table

In October 2024, the mandatory convertible debentures were automatically converted into shares and warrants to be issued.

Immediately prior to conversion, the Company revalued the mandatory convertible debentures.

The fair value of the

shares were valued using a share price of $ 0.34 and the warrants using the Black-Scholes option pricing model (Note 13).

As at July 31, 2024

Probability of De-SPAC Transaction closing by maturity date

Risk-free interest rate

Expected term to Initial Business Combination (years)

Expected volatility

Common stock price

Dividend yield

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 September 30, 2024 and 2023:

December 31, 2023

Change in fair value

March 31, 2024

Change in fair value

Expected term (years)

Expected annual volatility for the Company

Expected annual volatility for Focus Impact

Common conversion ratio

Foreign exchange rate

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Warrant liabilities

Impact of Change in Functional Currency on August 1, 2024

As at July 31, 2024, the Company had 1,328,846

warrants outstanding.

The exercise price of these warrants is denominated in CAD.

Due to the change in functional currency of the Company, a total of 1,220,668

warrants which were issued in connection with the Company’s reverse merger on November 4, 2022 and for private placements with an initial carrying value of $ 1,836,666 were reassessed to be derivative liabilities.

The fair value of the warrants upon the change in classification on August 1, 2024 of $ 454,571 , was remeasured using the Black-Scholes option pricing model, with the following assumptions (weighted average):

expected dividend yield - 0 %, expected volatility - 105 %,

risk-free interest rate – 3.49 % and an expected remaining life – 0.7 years.

The fair value of these warrants is classified as Level 2 in the fair value hierarchy.

The difference between the previous carrying value which was initially

recorded as equity and the fair value of the warrant liabilities on August 1, 2024 was $ 1,382,096 .

Pursuant to ASC 815-40-35-9, the

difference is recognized within equity.

108,178 of the warrants outstanding on

August 1, 2024 were issued to brokers as compensation for finders fees (the “Broker Warrants”) and fall under the Scope of ASC 718, Stock-based Compensation.

As the Company’s stock was primarily traded on the Cboe Exchange in Canadian dollars

during the three months ended October 31, 2024, the exemption under ASC 718-10-25-14A is met and the Broker Warrants remain equity classified.

Changes to warrant liability during the six months ended January 31, 2025

On October 8, 2024, the Company’s mandatory convertible debentures were automatically converted to shares of the Company.

The debt holders were

supposed to receive 11,224 warrants exercisable at CAD$ 6.73 for two years .

The warrants to be issued are recorded as warrant liabilities as the exercise

price is denominated in CAD.

The fair value of the warrants to be issued at conversion date was estimated to be $ 7,500 using the

Black-Scholes option pricing model, with the following assumptions:

expected dividend yield - 0 %, expected volatility – 92.5 %, risk-free interest rate – 4.53 %

and an expected remaining life – 2 years .

On October 29, 2024, 91,760 liability

classified warrants were exercised at an exercise price of CAD$ 1.31 per share.

The difference between the fair value of the warrants

immediately preceding the exercise of $ 303,492 and the previously measured fair value of these warrants on August 1, 2024 of $ 141,096 was recognized as a change in fair value of the warrant liabilities of $ 162,396 .

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Warrant liabilities (continued)

On November 4, 2024, 929,838 liability

classified warrants, and 108,178 equity classified warrants expired.

The fair value of the liability classified warrants were remeasured

to $ Nil upon expiry, and the difference to the previously measured fair value of these warrants on August 1, 2024 of $ 25,067 was recognized as a change in fair value of the warrant liabilities of ($ 25,067 ).

No recognition was required for the equity classified

warrants as a result of their expiry.

On November 6, 2024, 22,699,987

warrants were issued by the Company in consideration for the De-SPAC transaction (Note 4).

The warrants were assessed to be derivative liabilities of the Company due to certain settlement provisions of the warrants do not meet the criteria for

equity classification under Topic 815.

The warrants are each exercisable at $ 1.52 for 0.9692 common stock, expiring on November 6, 2029.

The fair value of the warrants were $ 7,196,286 upon issuance.

As at January 31, 2025, the fair value of the liability classified warrants were remeasured at $ 7,345,642 using the Black-Scholes option pricing model, with the following assumptions (weighted average):

expected dividend yield - 0 %, expected volatility - 99 %, risk-free interest rate – 2.74 % and an expected remaining life of 4.74

The Company recognized ($ 146,552 ) as a change in fair value for the period ended January 31, 2025.

The following is a continuity of the Company’s derivative warrant liabilities:

Balance as at July 31, 2024

Warrants fair value upon change in functional currency (Note 2)

Warrants issued upon De-SPAC transaction (Note 4)

Warrants to be issued (mandatory convertible debentures)

Change in fair value of warrant liabilities (exercised warrants)

Change in fair value of warrant liabilities (expired warrants)

Fair value of warrants exercised

Change in fair value of warrant liabilities

Balance as at January 31, 2025

Stock option liabilities

Impact of listing on the NASDAQ on November 6, 2024

As at November 6, 2024, the Company had 627,786

stock options outstanding.

The exercise price of these stock options is denominated in CAD.

Due to the listing of the Company on the NASDAQ (Note 4) and commencement of trading of shares in the United States dollars, exemptions available under ASC

718-10-25-14 to classify stock options with strike prices in foreign currencies as equity were no longer met and all stock options outstanding were reassessed to be derivative liabilities.

The fair value of the stock options upon the change in

classification on November 6, 2024 of $ 330,090 , was remeasured using the Black-Scholes option pricing model, with the following assumptions

(weighted average):

expected dividend yield - 0 %, expected volatility - 97 %, risk-free interest rate – 3.12 % and an expected remaining

life – 5.96 years.

The fair value of these options is classified as Level 2 in the fair value hierarchy.

The difference between the

previous carrying value which was initially recorded as equity and the fair value of the option liabilities on August 1, 2024 was $ 1,381,715 .

Pursuant to ASC 815-40-35-9, the difference is recognized within equity.

Changes to stock option liability during the six months ended January 31, 2025

As at January 31, 2025, the fair value of the liability classified stock options were remeasured at $ 152,631 using Black-Scholes option pricing model, with the following assumptions (weighted average):

expected dividend yield - 0 %, expected volatility - 98 %, risk-free interest rate – 2.86 % and an expected remaining life of 5.59

The Company recognized ($ 177,459 ) as a change in fair value for the period ended January 31, 2025.

The following is a continuity of the Company’s derivative stock option liabilities:

Balance as at July 31, 2024

Stock options fair value upon change De-SPAC transaction (Note 4)

Change in fair value of stock option liabilities

Balance as at January 31, 2025

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Share capital

The Company is authorized to issue an unlimited

number of common stock without par value.

Shares issued

Shares issued during the six months ended January 31, 2025

On September 5, 2024, the Company issued 15,963

shares with a fair value of $ 47,904 in settlement of accounts payable in the amount of $ 39,527 and recognized a loss on the settlement of $ 8,377 .

In October 28, 2024, the Company issued 22,448 shares

with a fair value of $ 49,500 for the conversion of the mandatory convertible debentures (Note 10).

On October 29, 2024, the Company issued 91,760 shares

for the exercise of 600,000 share purchase warrants, at an exercise price of CAD$ 1.31 per share for gross proceeds of $ 86,237 .

The fair value of

the warrants was $ 303,492 .

On November 6, 2024, the Company completed the De-SPAC transaction (Note 4), with each of former Devv Holdings shares converted to securities

of the Company on a 1 to 0.152934 basis.

All disclosures in these financial statements on number of shares have been accordingly

converted on the same basis.

5,159,209 shares with a fair value of $ 3,147,118 were retained by former shareholders of the Company as consideration for the De-SPAC transaction.

On November 6, 2024, upon completion of the De-SPAC transaction (Note 4), the Company also issued:

shares with a fair value of $ 1,220,000 for the acquisition of 50 % interest in an associate, MSP (Note 6).

shares with a fair value of $ 1,830,318 in settlement of accounts payable and accrued liabilities with various vendors of

Devv Holdings and Devv Corp, in the amount of $ 10,523,400 .

On October 29, 2024, the Focus Impact Sponsor transferred

their Focus Impact Class A shares (“Sponsor Shares”) to the various vendors in settlement of the debt.

Upon the closing of the De-SPAC transaction, the Company issued 3,000,522 replacement shares to the Focus Impact Sponsor.

As Focus Impact Sponsor transferred the Sponsor Shares on behalf of the Company, and assumed the risk of the De-SPAC

transaction not occurring (wherein Devv Holdings and Devv Corp would not have been obliged to compensate Focus Impact Sponsor in that eventuality), the transaction is more akin to a capital transaction per ASC 470-50-40-2, to

reflect the risk undertaken by Focus Impact Sponsor in its capacity as a significant shareholder of the Company.

As such the gain on settlement of $ 8,693,082 was recognized in equity.

shares to various parties for gross proceeds of $ 2,250,000 , of which $ 20,000 remain receivable as of January 31, 2025.

shares with a fair value of $ 305,000 as a commitment fee in connection the ELOC Agreement with Helena I (Notes 7 and 17).

The fair value of the shares is recognized as deferred financing costs of the Company.

shares with a fair value of $ 1,982,424 for the acquisition of carbon credits, and for deposits on carbon credits

purchases (Note 5).

On November 13, 2024, the Company issued 557,290

shares with a fair value of $ 585,155 in consideration to Focus Impact Partners, for entering into a strategic consulting agreement

On December 27, 2024, the Company issued 412,478

shares with a fair value of $ 317,608 in settlement of accounts payable and accrued liabilities with various vendors of the Company,

in the amount of $ 1,225,000 , and recognized a gain on settlement of $ 907,392 .

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Share capital (continued)

Shares issued (continued)

Shares issued during the six months ended January 31, 2024

On August 4, 2023 the Company issued 91,760 shares

for the exercise of 91,760 share purchase warrants, at an exercise price of CAD$ 1.31 per share.

On August 22, 2023 the Company issued 63,722 shares

for the exercise of 63,722 share purchase warrants, at an exercise price of CAD$ 1.31 per share.

On September 22, 2023 the Company issued 25,489

shares for the exercise of 25,489 share purchase warrants, at an exercise price of CAD$ 1.31 per share.

Share purchase warrants

The continuity of share purchase warrants is as follows:

Weighted Average

Exercise price

Balance, July 31, 2023

Balance, July 31, 2024

Issued on RTO (Note 4)

Balance, January 31, 2025

As at January 31, 2025, the following share purchase warrants were outstanding:

Number of warrants outstanding

Exercise price

June 30, 2025

Change in fair value

September 29, 2026

November 6, 2029

* Each warrant exercisable for 0.9692

common stock .

All of the warrants outstanding are liability classified (Note 11).

The Company has 11,224 warrants

with an exercise price of CAD$ 6.73 to be issued as of January 31, 2025 .

The continuity of the Company’s stock options is as follows:

Weighted average

exercise price

Outstanding, October 31, 2024 and July 31, 2024

Outstanding, January 31, 2025

Exercisable, July 31, 2024

Exercisable, January 31, 2025

As at January 31, 2025, the weighted average remaining contractual life of outstanding options is 5.59 years (July 31, 2024 – 7.09 years).

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Share capital (continued)

Options (continued)

As at January 31, 2025, the following stock options were outstanding and exercisable:

Number of options

Exercise price

January 17, 2028

February 6, 2028

June 26, 2028

January 17, 2032

March 1, 2032

March 14, 2032

October 12, 2032

February 6, 2033

No stock options were issued during the six months

ended January 31, 2025 and 2024.

Share-based compensation – Options

Share-based payments relating to the vesting of options for the six months ended January 31, 2025 was $ 47,191 (2024 - $ 434,605 ) and is recorded as salaries and wages on the

consolidated statement of operations.

As of November 6, 2024, upon the listing of the Company’s shares on the NASDAQ, all stock options outstanding are liability classified (Note 12).

Restricted stock units (“RSUs”)

The continuity of the Company’s RSU’s is as follows:

Number of RSU’s

Outstanding, July 31, 2023

Outstanding, July 31, 2024

Outstanding, January 31, 2025

No RSUs were granted during the six months ended January 31, 2025 and 2024.

As at January 31, 2025, the Company had 1,177,300

(July 31, 2024 – 1,214,841 ) restricted stock units (“RSUs”) outstanding, of which 571,361 (July 31, 2024 – 259,988 ) had vested.

All vested RSU’s

are to be settled by December 31 st of the calendar year in which the RSUs vest.

As at January 31, 2025, the following RSUs were outstanding and vested:

Number of RSUs

November 30, 2021

December 24, 2021

Change in fair value

March 1, 2022

Change in fair value

June 30, 2023

Change in fair value

September 30, 2023

Note 8 - Stockholders’ Deficit

Preferred 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 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 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

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

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.

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 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.

March 14, 2022

July 30, 2024

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Share capital (continued)

Restricted stock units (“RSUs”) (continued)

Stock-based compensation – RSU’s

Share-based payments relating to the vesting of RSUs for the six months ended January 31, 2025 was $ 245,705 (2024 - $ 351,712 ) and is recorded as salaries and wages on the

consolidated statement of operations.

Related party transactions and balances

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the

other party in making financial and operating decisions.

Related parties may be individuals or corporate entities.

A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.

At January 31, 2025, the Company had amounts owing and accrued liabilities of $ 525,398 (July 31, 2024 - $ 478,072 ) payable to directors and officers of the

Company for salaries, expense reimbursements and professional fees.

These amounts are non-interest bearing and have no terms of repayment.

During the six months ended January 31, 2025, the Company accrued wages and management fees of $ 380,000 and $ 100,000 (2024 - $ 323,770 and $ 84,920 ), respectively, to officers of the Company.

During the six months ended January 31, 2025, the Company accrued interest of $ 76,601 (2024 - $ 1,104 ) on convertible debentures payable to related parties

During the six months ended January 31, 2025, the Company amended the terms of convertible debentures payable to Focus Impact Partners and Focus Impact Sponsor (Note

During the six months ended January 31, 2025, the Company issued 557,290

common shares with a fair value of $ 585,155 to Focus Impact Partners in consideration for a strategic consulting agreement (Note 13).

During the year ended July 31, 2024, the Company issued convertible debentures to Devvio and Envviron (Note 9).

During the six months ended January 31, 2025, these

loans were amended to extend their maturities.

During the year ended July 31, 2024, the Company signed an amended strategic partnership agreement with Devvio (Note 17).

Financial instruments

As at January 31, 2025, the Company’s financial instruments consist of cash, GST receivable, corporate taxes receivable, subscription receivable, deposit on carbon

credits purchase, accounts payable and accrued liabilities, convertible debentures, mandatory convertible debentures, warrant liabilities, stock option liabilities, stop loss provision liabilities and derivative liabilities.

classifies cash, GST receivable, corporate taxes receivable, subscription receivable and deposit on carbon credits purchase as financial assets held at amortized cost.

The Company classifies accounts payable and accrued liabilities as financial

liabilities which are held at amortized cost.

The Company’s mandatory convertible debentures, warrant liabilities, stock option liabilities, and stop loss provision liabilities are carried at FVTPL.

The Company’s convertible debentures are hybrid

instruments where the debt host component is held at amortized cost and the embedded derivative was measured at FVTPL, until upon their amendments (Note 9), or the completion of the De-SPAC transaction (Note 4) of the Company, when they met the

criteria for equity classification and were transferred to equity.

The Company’s derivative liabilities and mandatory convertible debentures are level 3 financial instruments and its warrant liabilities and stock option liabilities

are Level 2 instruments.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.

Observable or market

inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available.

The unobservable inputs used for valuation of the mandatory convertible debentures

and derivative liabilities included volatility and probability of De-SPAC transaction.

Any significant changes in unobservable inputs could result in significantly lower or higher fair value measurements.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Financial instruments (continued)

The risk exposure arising from these financial instruments is summarized as follows:

The Company’s financial assets are cash, GST receivable, corporate taxes receivable, subscription receivable, and deposit on carbon credits purchase.

The Company’s

maximum exposure to credit risk, as at period end, is the carrying value of its financial assets, being $ 992,488 .

The Company holds its

cash with a major financial institution and with a publicly traded payment processing company therefore minimizing the Company’s credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

The Company manages liquidity by maintaining

adequate cash balances and by raising equity financings.

The Company has no assurance that such financings will be available on favorable terms.

In general, the Company attempts to avoid exposure to liquidity risk by obtaining corporate financing

through the issuance of shares.

As at January 31, 2025, the Company had cash of $ 16,665

to settle the contractual obligation of current liabilities of $ 9,975,493 which fall due for payment within twelve months of the

statement of financial position.

All of the Company’s contractual obligations are current and due within one year .

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of

its holdings or financial instruments.

At January 31, 2025, the Company has minimal exposure to these risks.

Segmented information

The Company operates in one

reportable operating segment – the development and monetization of environmental assets.

The Company has not generated revenue to date and as such has no

reportable segment revenues.

The Company’s assets are located in Canada.

Commitments and contingencies

On September 12, 2023, the Company amended their existing strategic partnership agreement with Devvio, a related party.

The Company has committed to making specific payments to Devvio.

provide a minimum advance of $ 1,000,000 by August 1, 2024, followed by $ 1,270,000 by August 1, 2025 and August 1, 2026.

Additionally, starting from 2027, if advance royalty payments fall below $ 1,000,000 in any year, Devvio has the right to terminate the Strategic Partnership Agreement.

On July 8, 2024, the parties further amended the agreement such that

the minimum advances extended by one year and are now due as follows:

$ 1,000,000 by August 1, 2025, followed by $ 1,270,000

by August 1, 2026 and August 1, 2027.

Additionally starting in calendar year 2028, if advance royalty payments fall below $ 1,000,000

in any year, Devvio has the right to terminate the Strategic Partnership Agreement.

On February 16, 2024, the Company entered into a licensing agreement with Greenlines Technology Inc.

for the use of certain technologies.

The Company has agreed to pay $ 42,000 within 15 days of the closing of the BCA.

Commencing January 1, 2025, the Company has agreed to pay an annual fee of $ 12,000 of the first day of each calendar year for

the use of the technology.

29, 2024, the Company entered into the ELOC Agreement with Helena I (Note 7).

Following the closing of the De-SPAC Transaction and the Helena I Registration Statement becoming effective, the Company is to issue to Helena I 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 .

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Commitments and contingencies (continued)

On November 13, 2024, the Company entered into a strategic consulting agreement with Focus Impact Partners, pursuant to which the Focus Impact Partners

will provide the Company with certain consulting services (“Strategic Consulting Agreement”) in consideration of 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.

Fees due under the Strategic Consulting Agreement shall accrue and not be payable until (a) the Company has successfully raised $ 5,000,000 in outside debt and/or equity capital, cumulatively since the period beginning December 31, 2023 or (b) the Company has 2 or more consecutive quarters of positive cash flow from operations.

DevvStream Corp.

will pay the Focus Impact Partners 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.

The Strategic Consulting Agreement has a term of three years unless terminated early with at least 120 days advance notice and will be automatically extended

for successive one-year periods at the end of each year unless either party 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

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business.

January 31, 2025, there were no pending or threatened lawsuits that could reasonably be expected to have a material

effect on the results of the Company’s operations.

There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

Subsequent events

NASDAQ Listing

On February 12, 2025, DevvStream Corp.

received a notice from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) that, because the closing

bid price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive trading days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq

Listing Rule 5550(a)(2) because the closing bid price of the Company’s common stock for the prior 30 consecutive business days was lower than the minimum bid price requirement of $1.00 per share.

The Company has 180 calendar days, or by August

13, 2025, to regain compliance with the minimum bid price requirement but could be eligible for an additional 180-day compliance period.

Issuance of shares

On March 17, 2025, the Company issued 166,667

shares in accordance with the ELOC Agreement with Helena I (Note 7) in satisfaction of the $ 125,000 commitment (Note 17) upon the

effectiveness of the Helena I Registration Statement.

In March 2025, the Company issued 1,606,000

shares in accordance with the ELOC Agreement with Helena I (Note 7) for gross proceeds of $ 481,530 .

Related Party Convertible Debt

On March 19, 2025, the Company received an additional advance of $ 218,000 into the Focus Impact Partners Convertible Debt (Note 9).

Executive Officer Equity Awards

On March 26, 2025, the Board approved an award of 305,867 restricted stock units and 400,000

stock options to officers of the Company.

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