What changed in this filing

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Item 5. Other Information

2025-04-16 compared with 2025-01-23 · 99 added, 63 removed, 35 unchanged (82% of the section changed)

Other Information.

Not applicable.

The information set forth below is provided in lieu of a separate Form 8-K filing.

Entry into a Material Definitive Agreement.

On April 15, 2025, the Company entered into an amendment (the “Amendment to the C&E Agreement”) to the Contribution and Exchange Agreement (the “C&E Agreement”) with Crestmont Investments LLC,

a Delaware limited liability company, dated as of October 28, 2024, pursuant to which the Company is releasing the contractual transfer restrictions imposed on the Common Shares issued to Crestmont pursuant to the C&E Agreement effective as

of after the date the Company’s Form S-1 Registration Statement (Reg.

333-286070) has been declared effective.

The foregoing summary is qualified in its entirety by the specific terms of the Amendment to the C&E Agreement attached as Exhibit 10.23 to this Form 10-Q which is

incorporated herein by reference.

Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(b) On March 5, 2025 Bryan Went resigned as the Company’s Chief Revenue Officer.

(e) Executive Officer Change in Compensation .

On March 26, 2025, The Board of Directors(the

“Board”) approved and increase in the Company’s Chief Operating Officer, Mr.

Chris Merkel salary from $180,000 to $205,000.

Executive Officer Equity Awards.

On March 26, 2025, the Board also approved an award to(i) the

Company’s Chief Executive Officer, Mr.

Sunny Trinh, of 305,867 restricted stock units;

(ii) 350,000 stock options to Mr.

and (iii) 50,000 options to the Company’s Chief Financial Officer, Mr.

David Goertz.

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

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

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

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

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

(incorporated by reference to Exhibit 2.1 to the

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

Business Combination Agreement, dated as of September 12, 2023, by and among FIAC, Focus Impact Amalco Sub

Ltd., and DevvStream Holdings Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by FIAC on September 13, 2023).

First Amendment to the Business Combination Agreement, dated as of May 1, 2024, by and among FIAC, Focus

Impact Amalco Sub Ltd., and DevvStream Holdings Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by FIAC on May 2, 2024).

Amendment No.

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

FIAC on August 12, 2024).

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

filed by FIAC on October 29, 2024).

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

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

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

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

filed by FIAC on November 1, 2021).

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

2 to Business Combination Agreement, dated as of August 10, 2024, by and among FIAC, Amalco

Sub and DevvStream (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by FIAC on August 12, 2024).

Waiver to Certain Business Combination Conditions Precedent, dated October 29, 2024, by and between FIAC,

Amalco Sub and DevvStream (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).

Certificate of Continuance of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on

Form 8-K, filed by DevvStream on November 13, 2024).

By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed by

New PubCo on November 13, 2024).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form

S-1, filed by FIAC on June 3, 2021).

Warrant Agreement, dated November 1, 2021, by and between FIAC and Continental Stock Transfer & Trust

Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by FIAC on November 1, 2021).

Specimen Common Stock Certificate of DevvStream Corp (incorporated by reference to Exhibit 4.3 to the Current

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

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

and DevvESG Streaming, Inc.

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

December 4, 2023).

(incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4, filed by FIAC on December 4, 2023).

Amendment No.

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

and DevvESG Streaming, Inc.

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

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

DevvESG Streaming, Inc.

(incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-4, filed by FIAC on December 4, 2023).

Amendment No.

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

and DevvStream, Inc.

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

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

2024 Equity Incentive Plan*

DevvStream, Inc.

(f/k/a DevvESG Streaming, Inc.) (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4, filed by FIAC on December 4, 2023).

DevvStream Corp.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Form 10-Q

filed on January 23, 2025).

Form of DevvStream Corp.

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

Indemnification Agreement (incorporated by reference to Exhibit 10.15 to the

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

Amendment No.

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

and DevvStream, Inc.

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

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

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

DevvStream, Inc.

(f/k/a DevvESG Streaming, Inc.) (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4, filed by FIAC on July 10, 2024).

Sponsor Side Letter, dated as of September 12, 2023, by and among FIAC and Focus Impact Sponsor, LLC

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC on September 13, 2023).

Amendment No.

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

on May 2, 2024)

1 to the Sponsor Side Letter, dated as of May 1, 2024, by and among FIAC and Focus Impact

Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC on May 2, 2024)

Amendment No.

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

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

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

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

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

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

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

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

by FIAC on September 13, 2023).

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

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

2 to Sponsor Letter Agreement, dated October 29, 2024, by and between FIAC and the Sponsor

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).

Contribution and Exchange Agreement, dated October 29, 2024, by and among FIAC, DevvStream and Crestmont

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).

Form of PIPE Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed

by FIAC on October 29, 2024).

Form of Carbon Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on

Form 8-K, filed by FIAC on October 29, 2024).

Amended and Restated Registration Rights Agreement, dated November 6, 2024, by and among FIAC, the Sponsor

and certain other legacy DevvStream holders (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K, filed by New PubCo on November 13, 2024).

Registration Rights Agreement, dated October 29, 2024, by and between FIAC and Karbon-X Corp (incorporated

by reference to Exhibit 10.5 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).

Form of Company Support & Lock-Up Agreement, by and between FIAC, the Sponsor and certain other legacy

DevvStream holders (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by FIAC on September 13, 2023).

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

and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).

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

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

and Sunny Trinh (incorporated by

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

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

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

and Chris Merkel (incorporated by

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

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

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

and Bryan Went (incorporated by

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

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

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

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

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

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

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

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

Section 302 of the Sarbanes-Oxley Act of 2002

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

Section 302 of the Sarbanes-Oxley Act of 2002

and Focus Impact

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

Form of New Convertible Note (incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K,

filed by New PubCo on November 13, 2024).

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

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

Amendment to Contribution and Exchange Agreement.

List of Subsidiaries of DevvStream (incorporated by reference to Exhibit 21.1 to the Current Report on Form

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

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

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

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

Section 1350, as adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

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

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

7 unchanged sentences

* Filed herewith.

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

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

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

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

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

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

The Registrant agrees to furnish supplementally a copy of any omitted schedule or

exhibit to the SEC upon request.

+ Indicates management contract or compensatory plan.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 23rd day of January,

of April, 2025.

DEVVSTREAM CORP.

FOCUS IMPACT ACQUISITION CORP.)

/s/ David Goertz

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information