What changed in this filing

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Item 1. Business

2025-11-06 compared with 2024-04-08 · 539 added, 1308 removed, 1 unchanged (100% of the section changed)

We are a blank check company with a mission to amplify social impact by investing in a high-growth company that is meaningfully aligned with one or more of four UN SDGs:

Three (Good Health and

Four (Quality Education);

Eight (Decent Work and Economic Growth);

and Ten (Reduced Inequality).

We define such businesses as “Social-Forward Companies,” and we believe meaningful alignment can be achieved through, among other

things, a company’s business model, leadership, investment in its employees and commitment to its community.

Through our focus, we hope to increase public market access for Social-Forward Companies and emphasize their potential competitive

advantages in today’s markets and going forward.

In pursuit of this mission, Focus Impact Acquisition Corporation was formed as a Delaware corporation with a dual purpose:

first, to effect a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or similar transaction with one or more businesses (the “initial business combination”);

and second, to encourage the development, deployment and amplification of financially and socially value-accretive operating

practices and policies in the post-combination business.

We believe executing this dual purpose will simultaneously enhance our target business’ competitiveness while also advancing social impact.

We find support both in credible research and in our

management team’s professional experience for a connection between a business’s social commitments and competitive advantages.

A National Bureau of Economic Research study found that employment opportunities that are social

responsibility-oriented attract 25% more applicants, and those who they attract are more productive and produce higher quality work.

Another study by a marketing agency found that 79% of Americans surveyed say they are more loyal as customers to

purpose-driven brands than traditional brands.

There is additional evidence that diversity of leadership correlates positively with financial performance and innovation;

firms that invest in employee development have less churn and outperform;

and a robust ESG framework mitigates risks.

We believe we have seen evidence of such connections and more in our own leadership experience.

We also believe there are a large number of potential Social-Forward Companies.

To narrow our search, we plan to focus on high-growth businesses in the education technology (EdTech),

technology-enabled manufacturing and services, financial technology (FinTech) and healthcare technology (Health Tech) sectors, as well as on compelling companies in these or other sectors led by, founded by or serving BIPOC or women.

discuss in more detail below, our four target sectors had an estimated combined global market size, measured by revenues, of approximately $688 billion at the time of our initial public offering, and the universe of BIPOC- and women-led or

focused businesses expands our target pool further.

Within this universe, we will identify companies well-positioned to generate financial and social value when provided access to public markets, support from our leadership and our strategic

partners and networks.

We believe that many companies in our four target sectors are either providing or capable of providing greater access for disadvantaged populations to essential services and opportunities in

education, health and professional development.

Further, we believe that BIPOC and women-led or focused businesses have been disadvantaged in terms of access to capital and therefore undervalued by markets.

We believe elevating talented BIPOC

and women executives into the public markets would contribute to reducing inequality by further improving the visibility of under-represented leaders.

We believe that responsibly delivering capital to these sectors-and to BIPOC and women

leaders-can be socially beneficial in and of itself.

Our team has particular expertise in our four target sectors, which we believe will position us to be a like-minded, operationally and financially sophisticated partner for the Social-Forward

Companies that we target and provide us with an advantage in the market for such businesses.

Additionally, we believe that our network and affiliation with Auldbrass Partners, an investment management fund and investor in our sponsor, will

enhance our ability to source and execute an attractive initial business combination and provide us with differentiated access to pre-IPO businesses, particularly within our target industries.

While we may pursue an initial business combination in any industry or geographic location, we intend to focus our search in the United States.

Our target business does not need to already be a

leader relative to its peers in terms of social forward-best practices.

We intend to work with the target to unlock the value of its social investments in its business model, leadership, employees or commitment to its community.

Proposed Business Combination

On September 12, 2023, we entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the

transactions contemplated thereby, collectively, the “ Business Combination ”), by and among FIAC, Focus Impact Amalco Sub Ltd., a company existing under the laws of the Province of British Columbia (“ Amalco Sub ”) and DevvStream

Holdings Inc., a company existing under the Laws of the Province of British Columbia (“ DevvStream ”).

Pursuant to the Business Combination Agreement, among other things FIAC will acquire DevvStream for consideration of shares in FIAC

following its continuance to the Province of Alberta (as further explained below).

The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to

the mergers and the other transactions contemplated thereby, are summarized below.

Structure of the Business Combination

The acquisition is structured as a continuance followed by an amalgamation transaction, resulting in the following:

prior to the effective time of the Amalgamation (as defined below) (the “ Effective Time ”), FIAC will continue (the “ FIAC Continuance ”) from the State of Delaware under the Delaware General

Corporation Law (“ DGCL ”) to the Province of Alberta under the Business Corporations Act (Alberta) (“ ABCA ”) and change its name to DevvStream Corp.

(“ New PubCo ”).

following the FIAC Continuance, and in accordance with the applicable provisions of the Plan of Arrangement and the Business Corporations Act (British Columbia) (the “ BCBCA ”), Amalco Sub and DevvStream

will amalgamate to form one corporate entity (“ Amalco ”) in accordance with the terms of the BCBCA (the “ Amalgamation ”), and as a result of the Amalgamation, (i) each multiple voting share of DevvStream, without par value

(the “ Multiple Voting Company Shares ”) and each subordinate voting share of DevvStream, without par value (the “ Subordinated Voting Company Shares ” and together with the Multiple Voting Company Shares, the “ Company Shares ”)

issued and outstanding immediately prior to the Effective Time will be automatically exchanged for that certain number of common shares of New PubCo (“ New PubCo Common Shares ”) equal to the applicable Per Common Share Amalgamation

Consideration (as defined below), (ii) each option to purchase Company Shares (each a “ Company Option ”) and each restricted stock unit representing the right to receive payment in Company Shares (a “ Company RSU ”) issued and

outstanding immediately prior to the Effective Time will be cancelled and converted into an option to purchase a number of New PubCo Common Shares (“ Converted Options ”) and New PubCo restricted stock units, representing the right

to receive a number of New PubCo Common Shares (“ Converted RSUs ”), respectively, in an amount equal to the Company Shares underlying such Company Option or Company RSU, respectively, multiplied by the Common Conversion Ratio (as

defined below, and, for Company Options, at an adjusted exercise price equal to the exercise price for such Company Option prior to the Effective Time divided by the Common Conversion Ratio), (iii) each warrant exercisable for Company

Shares (a “ Company Warrant ”) issued and outstanding immediately prior to the Effective Time shall become exercisable for New PubCo Common Shares in an amount equal to the Company Shares underlying such Company Warrant multiplied by

the Common Conversion Ratio (and at an adjusted exercise price equal to the exercise price for such Company Warrant prior to the Effective Time divided by the Common Conversion Ratio), (iv) each holder of convertible notes to be issued by

DevvStream (the “ Company Convertible Notes ”), if any, issued and outstanding immediately prior to the Effective Time will first receive Company Shares and then New PubCo Common Shares in accordance with the terms of such Company

Convertible Notes and (v) each common share of Amalco Sub issued and outstanding immediately prior to the Effective Time will be automatically exchanged for one common share of Amalco (the FIAC Continuance and the Amalgamation, together

with the other transactions related thereto, the “ Proposed Transactions ”).

The “ Per Common Share Amalgamation Consideration ” means (i) with respect to each Multiple Voting Company Share, an amount of New PubCo Common Shares equal to (a) ten (10),

multiplied by (b) the Common Conversion Ratio, and (ii) with respect to the Subordinated Voting Company Share, an amount of New PubCo Common Shares equal to the Common Conversion Ratio.

The “ Common Conversion Ratio ” means, in respect of a

common share of DevvStream, the number equal to the Common Amalgamation Consideration divided by the Fully Diluted Common Shares Outstanding.

The “ Common Amalgamation Consideration ” means (a)(i) $145 million plus (ii) the aggregate

exercise price of all in-the-money Company Options and Company Warrants outstanding immediately prior to the Effective Time (or exercised in cash prior to the Effective Time) divided by (b) $10.20.

The “ Fully Diluted Common Shares Outstanding ”

means, without duplication, at any measurement time (a)(i) ten (10), multiplied by (ii) the aggregate number of Multiple Voting Company Shares that are issued and outstanding, plus (b) the aggregate number of Subordinated Voting Company Shares

that are issued and outstanding, plus (c) the aggregate number of Subordinated Voting Company Shares to be issued pursuant to the exercise and conversion of the Company Options in accordance therewith, plus (d) the aggregate number of

Subordinated Voting Company Shares to be issued pursuant to the exercise and conversion of the Company Warrants in accordance therewith, plus (e) the aggregate number of Subordinated Voting Company Shares to be issued pursuant to the vesting of

the Company RSUs in accordance therewith.

Simultaneously with the execution of the Business Combination Agreement, FIAC and the sponsor entered into a Sponsor Side Letter (as defined below), pursuant to which, among other things, the sponsor

agreed to forfeit (i) 10% of its founder shares effective as of the consummation of the FIAC Continuance at the closing of the Proposed Transactions and (ii) with the sponsor’s consent, up to 30% of its founder shares and/or private

placement warrants in connection with financing or non-redemption arrangements, if any, entered into prior to consummation of the Business Combination.

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

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

(A) 360 days after the closing date of the Business Combination (the “ Closing Date ”), (B) a liquidation, merger, capital stock

exchange, reorganization or other similar transaction that results in all of New PubCo’s stockholders having the right to exchange their equity for cash, securities or other property or (C) subsequent to the Closing Date, the closing

price of the New Pubco Common Shares equaling or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period

commencing at least 150 days after the closing of the Business Combination (the “ Closing ”)) and (2) to vote any FIAC shares held by it in favor of the Business Combination Agreement, the arrangement resolution and the Proposed

Transactions, and provided customary representations and warranties and covenants related to the foregoing.

In addition, contemporaneously with the execution of the Business Combination Agreement, DevvStream, FIAC and each of Devvio, Inc., the majority and controlling shareholder of DevvStream, and DevvStream’s

directors and officers (the “ Core Company Securityholders ”) entered into Company Support & Lock-Up Agreements (the “ Company Support Agreements ”), pursuant to which, among other things, (i) each of the Core Company

Securityholders agreed to vote any Company Shares held by him, her or it in favor of the Business Combination Agreement, the arrangement resolution and the Proposed Transactions, and provided customary representations and warranties and

covenants related to the foregoing, and (ii) each of the Core Company Securityholders has agreed to certain transfer restrictions with respect to DevvStream securities prior to the Effective Time and lock-up restrictions with respect to

the New PubCo Common Shares to be received by such Core Company Securityholder under the Business Combination Agreement, which lock-up restrictions are consistent with those agreed to by the sponsor in the Sponsor Side Letter.

This description contains certain forward-looking statements that involve risks and uncertainties.

Our actual results could differ materially from the results discussed in

the forward-looking statements as a result of certain of the risks set forth herein.

We assume no obligation to update any forward-looking statements contained herein.

Business Overview

DevvStream Corp.

(“DevvStream,” the “Company,” “we,” “our,” or “us”) is a capex-light environmental asset generation company focused on developing and managing high-quality, technology-based

sustainability projects.

We provide exposure to environmental assets such as carbon credits—used to offset emissions of carbon dioxide and other greenhouse gases—and International Renewable Energy Certificates (“I-RECs”), which allow

organizations to claim renewable energy usage and demonstrate progress toward decarbonization goals.

Our mission is to accelerate the global transition to a low-carbon economy by investing in, developing, and monetizing projects that generate verifiable environmental benefits.

partnerships with technology providers, project developers, and registries, we seek to deliver scalable, high-integrity environmental assets that meet international standards for measurement, reporting, and verification (“MRV”).

Technology Platform and Blockchain Use

We plan to employ blockchain technology to enhance transparency, data integrity, and auditability across the environmental asset lifecycle.

Our planned blockchain implementation would be

limited to the tracking, management, and storage of project-level data on a secure, immutable ledger.

Importantly, the blockchain is not used to create, issue, or register carbon credits or I-RECs.

Carbon credits are independently issued and tracked by recognized third-party registries that

maintain official ownership and transaction records.

Our platform does not interface with, nor substitute for, these registries.

(For information regarding our digital asset treasury initiatives, see “ Management’s Discussion and Analysis of Financial Condition and Results of

Operations—Liquidity and Capital Resources .”)

Strategic Focus Areas

DevvStream operates across three strategic domains designed to support the generation and commercialization of environmental assets:

Offset Portfolio:

We maintain a diversified portfolio of environmental assets, including I-RECs, nature-based, technology-based, and carbon sequestration credits, for sale to corporations

and governments seeking to offset residual emissions.

Project Investment and Acquisitions:

We invest in or acquire interests in sustainability projects and related technologies to expand our reach and position as an end-to-end solutions

provider within the voluntary carbon and renewable energy markets.

Project Development and Management:

In select cases, we serve as project developer or manager for eligible emission-reduction activities—such as electric-vehicle (“EV”) charging

infrastructure projects—in exchange for a portion of generated credits or environmental asset revenue.

Market Opportunity and Competitive Position

We operate within the rapidly evolving global voluntary carbon and renewable energy certificate markets, which are influenced by increasing corporate decarbonization commitments, regulatory

frameworks, and technological innovation.

Our asset-light model enables scalability and capital efficiency, while our focus on technology-based projects—including EV charging, methane capture, and energy-efficiency retrofits—positions us to

participate in high-integrity, verifiable credit generation.

Through our partnerships and proprietary platform, we aim to differentiate ourselves by combining environmental project development expertise with transparent data systems that meet emerging

MRV and disclosure standards.

Regulatory Environment

Our operations are subject to evolving environmental, sustainability, and financial reporting regulations in the jurisdictions where we operate.

Compliance requirements include environmental

permitting, voluntary carbon market standards, and disclosure obligations applicable to a Nasdaq-listed issuer.

We continually monitor changes in regulatory frameworks that may affect carbon credit generation, sale, or recognition.

History of DevvStream

DevvStream Inc., a wholly-owned operating subsidiary of DevvStream Corp., was incorporated in Delaware on August 27, 2021, under the name “18798 Corp.” On October 7, 2021, 18798 Corp.

its name to “DevvESG Streaming Inc.”, and on February 1, 2022, subsequently changed its name to “DevvStream Inc.” DevvStream Inc.

was formed to operate as a sustainability principled, technology-based, impact-investing company focused on high

quality and high return carbon credit generating projects.

On November 4, 2022, DevvStream Inc.

completed a business combination transaction (the “2022 Business Combination”) with 1319738 B.C.

Ltd., 1338292 B.C.

Ltd., Devv Subco Inc., and DevvESG

Streaming Finco Ltd., pursuant to which 1319738 B.C.

Ltd., acquired all of the issued and outstanding securities of DevvStream Inc.

by way of a three-cornered merger.

In connection with the 2022 Business Combination, 1319738 B.C.

its name to “DevvStream Holdings Inc.” Upon closing of the 2022 Business Combination, DevvStream Inc.

became a wholly owned subsidiary of DevvStream Holdings Inc., and the business of DevvStream Inc.

became the business of DevvStream Holdings

On January 17, 2023, DevvStream’s subordinate voting shares were listed and posted for trading on the NEO Exchange (now known as CBOE Canada).

Devvstream Holdings Inc.

is no longer listed on the CBOE Canada.

On September 12, 2023 (and as amended May 1, 2024, August 10, 2024, and October 29, 2024, the “Business Combination Agreement”), we entered into a Business Combination Agreement (the

“Business Combination” or the “De-SPAC Transaction”) with Focus Impact Acquisition Corp.

FIAC was a special purpose acquisition corporation focused on amplifying social impact through the pursuit of a merger or business combination

with socially forward companies.

On November 6, 2024, we completed the Business Combination with FIAC, pursuant to the Business Combination Agreement.

In connection with the completion of the business combination, the Company 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., and (b) DevvStream Holdings Inc.

and Amalco Sub amalgamated to form one corporate entity.

DevvStream Corp’s common shares commenced trading on the NASDAQ Capital Market (“Nasdaq”) under the new ticker symbol “DEVS” on November 7, 2024.

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 DevvStream Holdings Inc.

(“Devv Holdings”) and its subsidiary, DevvStream Inc.

The functional currency for DevvESG Streaming Finco Ltd.

(“Finco”), another subsidiary of ours, remained CAD$.

This change aligns with

the business’s future focus and the effective date of the FIAC’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, 121,995 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant

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.

Upon the completion of the De-SPAC Transaction on November 6, 2024, 62,772 of the Company’s stock options which had strike prices denominated in CAD$ were reclassified as stock

option liabilities, as exemptions from classification from derivative liability classification under ASC 718-10-25-14 that were previously applicable upon change in functional currency no longer apply upon the commencement of trading of

the Company’s common shares on the NASDAQ.

On August 8, 2025, we filed Articles of Amendment with the Registrar of Corporations (Alberta) to effect a Reverse Stock Split of our issued and outstanding Common Shares at a ratio of one

for ten (10) (the “Reverse Stock Split”).

Unless otherwise noted, all share amounts and per share amounts in this Annual Report reflect the Reverse Stock Split.

Our Industry and Market Opportunity

Overview of Carbon Credits

Carbon credits-each equal to one metric ton of carbon dioxide removed or avoided-are designed to help organizations advance decarbonization efforts by funding environmentally-conscious

Carbon credits are generated in two ways:

(i) nature-based solutions;

and (ii) technology-based solutions.

They can be traded directly between companies, organizations and countries, or on exchanges where carbon credits are sold and

Companies or individuals may use carbon markets to compensate for their greenhouse gas emissions by purchasing carbon credits from an entity that removes or reduces their greenhouse gas emissions.

Carbon markets exist around the

world in many different forms, although they can generally be divided into mandatory (compliance) markets and voluntary markets.

Nature-based Solutions vs.

Technology-based Solutions

Nature-based solutions include the protection, restoration, and management of natural ecosystems and currently make up the majority of the carbon credit market.

Technology-based solutions

leverage innovative technology to further avoid or reduce carbon emissions and include examples such as energy efficiency, fuel switching and methane avoidance.

Recent studies done by American University shows that nature-based solutions will

only contribute 20% of the carbon reductions needed to meet our global net zero goals.

The other 80% needs to come from technology, which is where we plan to target.

Accordingly, our business model focuses on generating carbon credits through

efficient, repeatable, and scalable technology-based solutions.

Compliance Markets vs.

Voluntary Markets

Compliance markets are created and regulated by government bodies and are usually set up as cap-and-trade emission trading schemes.

In compliance markets, corporations buy and sell compliance

carbon offsets to comply with the cap or limit imposed on their emissions by the government.

Compliance markets are usually tied to a specific jurisdiction-for example, the European Union Emissions Trading System (“ETS”) is only applicable to

entities domiciled in the European Union.

Voluntary markets, on the other hand, are traditionally set up by independent non-governmental organizations or various types of private consortia.

In voluntary markets, carbon credits can be

generated from projects including but not limited to, improved energy efficiency, forestry and land use, renewable energy, agriculture, transportation, household devices, biomass and biogas facilities, waste disposal, carbon capture,

utilization and storage (“CCS/CCUS”), wetland restoration and other industrial projects.

Voluntary markets set rules frameworks for sellers and buyers to trade offsets under a public registry.

In voluntary markets, organizations choose to

voluntarily offset emissions that otherwise would not be possible, or very expensive, by purchasing carbon emission reductions.

Demand for voluntary carbon offsets is driven by companies seeking to address pressure from customers and

investors to reduce their carbon footprint, as well as entities that purchase offsets before emissions reductions are required by regulation.

In voluntary markets, a carbon credit represents one ton of carbon dioxide (“tCO2”) or the carbon

dioxide equivalent (“tCO2e”) of another greenhouse gas (based on the amount of heat it traps in the atmosphere) that is prevented from entering or being absorbed from the atmosphere.

Every 4.60 tCO2e removed from the atmosphere is the

equivalent of removing one average passenger vehicle for a year.

Our Business Model

Overview of Streaming

A carbon credit stream is a flexible, customizable financing alternative that allows developers, aggregators, and/or owners of projects which require substantial capital to bring projects to

fruition, advancing the transition to a low-carbon future.

Similar financing structures, including streams and royalties, have been used extensively in the music, publishing, pharmaceutical, franchising and precious and base metals sectors to

provide an alternative to traditional sources of capital at an attractive cost.

In a stream agreement, the holder makes an upfront payment in exchange for the right to purchase all, a fixed percentage of, or a specified amount of the subject

of the stream at a pre-agreed upon price or a percentage of a reference price for the term of the agreement, which is typically for a long term.

A carbon credit stream is a contractual agreement whereby the stream purchaser makes an upfront payment (in the form of cash, shares, or other consideration) in return for the right to

receive all, or a portion of, the future carbon credits generated by a project or an asset over the term of the agreement.

An additional payment may be paid per carbon credit to the project or asset developer or owner when the carbon credits

are delivered to the stream purchaser or when the carbon credits are sold by the stream purchaser.

Benefits of streams to the project developer or asset owner include an upfront payment and annual income over the project life.

The developer or owner may use the upfront payment to fund

project development on existing or new project activities, verification of carbon credits or for general corporate purposes.

Revenue Streams

Our business model is focused on two forms of carbon credit generation activity.

The two activity types, which we call our “direct investment model” and our “project management model,” can be

distinguished based on whether a partner or we lead the development and maintenance of the offset project.

On partner-led contracts under our direct investment model, the partner will manage all costs to develop and manage initial and ongoing

program management, while we receive a share of the credits generated.

On our led contracts under our project management model, we will bear the costs of generating and certifying the carbon credits for those projects.

This includes contract

development, validation, registry listing, any ongoing data collection and fees charged by registries for credit issuance, transfer or retirement.

In either model, stream interests (which are not typically working interests in a property or

an asset) are established through a contract between the holder and the property or asset owner.

While subsequent payments beyond the initial deployment of capital is a common function of typical royalty agreements, the majority of the agreements that we intend to put in place will allow

us to own a portion of the future carbon credits outright without additional consideration (although there may be costs associated with managing the project or program depending on our involvement during the term of the contract).

We plan to use third-party greenhouse gas project evaluation and quantification studies as part of their project due diligence process in selecting projects.

Third-party studies provide

confirmation that the project aligns to offset criteria including ISO140640-2 and Core Carbon Principles (“CCPs”), reducing the risk of not meeting these after the offset project is completed.

It also provides an estimate of carbon credits

generated and the expected crediting period, according to selected quantification methodologies.

The studies also identify potential risks which may prevent the generation of high-quality credits related to offset quality criteria, such as

clear ownership, additionality, permanence and leakage.

The third-party consultant used is based on experience and expertise in the carbon market that is tied to the specific project that is being evaluated.

In certain cases, once we select a project, we may assist the owner with implementation of the carbon offset project, including feasibility studies, registration, validation, and

verification, all of which may be too costly and complex for an owner to do on its own.

In this case, we will maintain a controlling interest in the offset project, the quality of the credits generated, and the issuance and trading timing and

Given the collective experience of our management team and our Board, we believe we are ideally positioned to select projects and provide stream or royalty financing to those projects which will benefit from this financing structure.

We plan to continue to enhance the Company’s position in the I-REC market, following its recent approval to the Evident Registry and key agreements that expand its portfolio of renewable

energy attributes.

These strategic developments position the Company to capitalize on the growing demand for I-RECs, offering organizations verifiable solutions to meet sustainability and clean energy goals.

Together, we believe these agreements support our planned strategy of becoming a leading global aggregator and trader of I-RECs.

By leveraging the Evident Registry’s global infrastructure,

the Company plans to ensure full transparency, traceability, and credibility of its renewable energy attributes.

Additionally, these transactions diversify our Company’s revenue streams, enabling the monetization of both carbon offsets and

energy attribute certificates in parallel, positioning the Company as a key player in the environmental asset market.

Impact Investment

Our purpose is to generate positive, measurable social and environmental impact alongside attractive returns for stakeholders.

We intend to achieve this through the provision of innovative

capital solutions for projects that demonstrably advance the transition to a low-carbon future, with a particular focus on projects with Co-Benefits (as defined below) in alliance with principles of sustainability.

This focus begins at the

identification of potential investments.

Due to the nature of our business, capital will necessarily be deployed to projects that combat climate change.

For us, however, while every carbon credit represents one ton of CO2e in the atmosphere,

not every carbon credit is equal in its contribution to a sustainable future.

Management will seek, wherever possible, investments that make a sustainable impact beyond the removal, avoidance or sequestering of greenhouse gas emissions.

The Company’s sustainable

investment screen, through our analysis, will ensure the consideration of factors that may augment the sustainable impact of our capital beyond advancing climate action, while also ensuring attractive financial returns.

considerations may take the form of protecting endangered species, improving the lives of people in under-developed nations, providing measurable tangible benefits to the communities in the project area, or other activities which advance

sustainable development (“Co-Benefits”).

It is our belief that by focusing on these goals, the carbon credits we expect to receive will attract a premium, which should increase the financial returns to shareholders.

Given the decades long

relationships that are expected to result from carbon streams, we believe it is important to partner with developers and project operators who share our goal to be instrumental in the transition to a sustainable, low-carbon economy.

Our choice of investments will meet the highest environmental integrity criteria such as ISO141064-2, the CCPs, Sustainable Development Goals (“SDGs”), as well as additional environmental

integrity criteria, on an activity-by-activity basis.

Accordingly, we anticipate that most, if not all, of our projects will have additional social, environmental, and economic co-benefits in addition to their carbon reduction or removal

We aim to deliver long-term cash flow growth through the monetization of its carbon credit portfolio through direct sales to third-party buyers, or on carbon credit marketplaces.

We plan to make investments in a broad range of projects that generate carbon credits.

In addition to the more common nature-based projects, we plan to also invest in a broad range of

projects covering most carbon-mitigation activities, including renewable and non-renewable energy generation, energy and fuel efficiency, avoidance of the emission of potent gases such as hydrofluorocarbons and sulfur hexafluoride, waste

handling and disposal and potentially CCS/CCUS.

Project Management

We plan to act as a carbon project manager controlling all major aspects of carbon credit generation within a project, again providing a long-term contractual revenue stream with minimal

operating requirements.

Our project management model is designed to help generate streams of revenue for other companies, municipalities and other organizations through the technology-focused generation of carbon credits.

In this role, we

would partner with entities that reduce energy consumption or greenhouse gas emissions and provide turnkey services allowing these entities to generate and monetize the associated carbon credits, in exchange for a portion of those credits.

Since the process of generating carbon credits is very complicated and tedious, most of these companies do not have the expertise or resources to do it.

As a result, we plan to be able to fill this role of generating carbon credits on their

behalf at no cost to the companies.

Instead, we will typically aim to retain approximately 25% of the carbon credit stream generated.

The majority of investments needed are the costs to register, validate, verify and certify the carbon

credits generated from the projects and typically is less than $150,000 per project.

Project Assessment

In order to assess our project pipeline to choose the best opportunities, we have developed a Project Assessment Tool.

The tool is designed to undertake an efficient and reliable initial

assessment of potential project opportunities, whether within our pipeline or for third-party projects, to decide which project opportunities to move forward with.

First, the tool performs a project assessment using weighted categories

covering commercial, technical, financial, and legal aspects of each project and provides a systematic and methodical process to mitigate the investment risk for every opportunity.

In connection with any assessment, we also utilize

third-party consultants where necessary to properly assess specific risk and feasibility factors associated with a prospective project.

Third-party feasibility studies provide confirmation that carbon credits can be generated along with

giving us a more exact estimate of the number of expected credits.

The studies also highlight any potential risk of not being able to generate credits.

Devvio Agreement and Transition to Strategic Token Partnership

In 2021, we entered into a strategic partnership agreement (as amended, the “Strategic Partnership Agreement”) with Devvio, Inc.

(“Devvio”) to support the use of its proprietary blockchain

platform, DevvX, for data storage and transparency in connection with environmental asset projects.

On October 28, 2025, DevvStream entered in a fourth amendment to the Strategic Partnership Agreement (the “Fourth Amendment”) to settle and

discharge the existing rights and obligations under the Strategic Partnership Agreement, with the exception of confidentiality obligations and the obligations set forth in the Fourth Amendment

The Amendment establishes a Strategic Token Program between the parties whereby DevvStream agrees to purchase DevvE tokens annually in the amount of $1,000,000 in 2025 and $1,270,00 in each

of 2026 and 2027 (each such amount, the “Purchase Amount”).

In exchange, and as part of the Strategic Token Program, DevvStream shall receive warrants to acquire additional DevvE tokens equal to twenty-five percent (25%) of the Purchase

Amount which shall be exercisable at the same 10-day VWAP price that was used to determine the number of tokens purchased.

The arrangement with Devvio is non-exclusive, permitting DevvStream to engage with other technology providers or to elect not to use blockchain solutions for project data management.

Technology Platform and Blockchain Use

We continue to evaluate the potential use of blockchain technology to enhance transparency, data integrity, and auditability within our environmental asset projects.

Historically, our

platform design contemplated integration with Devvio’s DevvX blockchain;

however, we have revised that approach as reflected by the Fourth Amendment.

Going forward, our blockchain strategy is flexible and non-exclusive.

We may utilize Devvio’s DevvX network, an alternative blockchain provider, or no blockchain at all depending on

operational requirements, partner preferences, and regulatory considerations.

If deployed, blockchain functionality would remain limited to the tracking and storage of project-level data and would not involve the creation, registration, or

trading of crypto assets or carbon credits.

We do not issue or transact in any cryptocurrency or token as part of our core operational activities.

Any token transactions under a potential strategic partnership with Devvio (or others)

would relate solely to investment or technology-enablement purposes and would not form part of our environmental asset generation business.

Verification and Validation

We have engaged leading offset developers and greenhouse gas accounting firms to assist with establishing the strategic approach to maximize revenue potential while minimizing risk,

determining appropriate voluntary carbon credit methodologies and developing voluntary offset projects leveraging existing greenhouse gas quantification methodologies for projects.

These methodologies are internationally recognized.

projects are intended to meet or exceed the requirements set out by companies seeking to offset their corporate emissions by purchasing carbon credits.

These requirements include a clear description of any environmental claims, a conservative

baseline of carbon credits generated, demonstration of all additionality barriers (including financial barriers), no leakage, permanence and third-party verification.

Registries set the project design, implementation, monitoring and reporting criteria against which a project’s carbon offsetting activities and/or environmental and social benefits can be

In voluntary markets, a number of standards have emerged with the intent to increase credibility in the marketplace.

Some of the more commonly used and internationally recognized standards include the Verified Carbon Standard

Program by Verra, Gold Standard, Global Carbon Council and American Carbon Registry (“ACR”).

One of the major roles of registries is to develop and/or publish greenhouse gas quantification methodologies.

The methodology(ies) applied during the initial project design stage will

directly influence the projected greenhouse gas emission reductions and/or removals generated by the project during the project crediting period.

The project developer/owner is responsible for, among other things, selecting the applicable

methodology, engaging in the registration process with the applicable standard organization, and leading in the annual verification process that ensures the continued generation of credits over the crediting period of the project.

Xpansiv Relationship

We plan to use Xpansiv DataSystems Inc.

(“Xpansiv”)’s trading platform, the premier global marketplace for sustainability-inclusive products.

Xpansiv has the largest marketplace for

environmental credits and has had the largest number of carbon credit transactions globally, with over one billion environmental credits having been processed through Xpansiv.

Xpansiv acts as an efficient channel to offer high quality carbon

credits to buyers and is expected to provide liquidity for our portfolio of carbon credits.

Additionally, Xpansiv’s CBL Market and Environmental Management Account allow us to manage its credits held on multiple registries from one convenient

location, including the sale of credits to partners.

It is anticipated that a portion of our carbon credit buyers will come through Xpansiv.

Our Current Projects and Programs

The following is a brief summary of our active projects and programs:

EV Charging Project

We have an EV charging project in development that targets operators and owners of EV charging stations and networks within North America.

After an intensive analysis of the marketplace, we

remain focused on high-value states based on grid emissions for optimal carbon credit returns.

We continue to build key partnerships within the industry with access to 2000 charging stations.

Revenue from this project is expected in 2026.

Contribution and Exchange Agreement with Crestmont Investments LLC

On October 28, 2024, DevvStream entered into a Contribution and Exchange Agreement (the “C&E Agreement”)

with Crestmont Investments LLC (“Crestmont”) and FIAC.

Pursuant to the C&E Agreement, immediately following the closing of the business combination, Crestmont contributed 2,000,000 units of its interests in Monroe Sequestration Partners

LLC (“MSP”) to DevvStream in exchange for 200,000 newly issued Common Shares.

This transaction aligns with our strategic initiative to expand our portfolio of high-quality carbon sequestration assets, providing the Company with increased

access to scalable, verifiable, and high-integrity carbon credits.

The acquisition of an equity interest in MSP enhances our ability to generate long-term revenue from carbon credit markets and fortifies its competitive positioning as a

leader in sustainability-focused investments.

The C&E Agreement also establishes a structured framework for value realization, including stock liquidity mechanisms for Crestmont, while reinforcing our commitment to delivering

shareholder value through accretive transactions and market-driven growth strategies.

Recent Carbon Credit Transactions and Strategic Partnerships

As part of our ongoing strategy to expand our portfolio of verified carbon credits and strengthen its position in the environmental asset market, we entered into a series of agreements with

key counterparties.

These agreements are expected to enhance our access to high-integrity carbon credits, bolster revenue potential, and support long-term growth through strategic asset acquisitions.

Energy Efficient Technologies (“EET”) Partnership

In June 2025, we entered into a carbon-management agreement with Energy Efficient Technologies, an engineering firm specializing in energy-efficiency retrofits for commercial and industrial

The partnership expands our pipeline of efficiency-based environmental assets and introduces a shared-savings revenue model that complements our carbon-credit and I-REC monetization activities.

DevvStream will receive revenue from

verified carbon and renewable-energy credits generated through EET projects and share in independently validated utility-bill savings.

This collaboration adds building-efficiency assets to our existing portfolio of hydro, solar,

waste-to-energy, and carbon-capture projects.

Karbon-X Agreement

We entered into a Carbon Credit Purchase Agreement with Karbon-X Corp., under which we agreed to acquire various verified carbon credits valued at approximately $1.14 million.

Paytech Ipixuna Agreement

On October 21, 2024, the Company entered into a Carbon Credit Purchase Agreement with Paytech Intermediação Ltda.

(“Paytech”) for the acquisition of approximately 1,200,000 carbon credits

from the Ipixuna REDD+ Project.

The agreement included a stop-loss mechanism designed to protect both parties against fluctuations in carbon credit and share prices, ensuring a fair exchange valuation.

As of the date of this Annual Report, the transaction remains at a standstill.

The Company has not received delivery of the contracted carbon credits and, accordingly, the shares issued to

Paytech in connection with the transaction have been placed on hold with the transfer agent pending resolution.

The Company, with the assistance of Brazilian counsel, is reviewing its contractual rights and potential remedies, including

cancellation of the agreement.

There can be no assurance as to the timing or outcome of this matter.

CDSA State of Acre Agreement

In June 2025, we terminated the prior carbon credit purchase-for-shares agreement with Companhia de Desenvolvimento de Serviços Ambientais do Acre S/A (“CDSA”) and Von Bohlen & Halbach

FZ LLC (“VBH”).

All common shares previously issued to CDSA and VBH were cancelled in July 2025.

On June 20 2025, we entered into a new Master Environmental Credit Purchase Agreement to acquire verified carbon credits for cash

consideration.

The aggregate consideration to be paid to DevvStream shareholders and securityholders is that number of New PubCo Common Shares (or, with respect to Company Options, Company RSUs and Company

Warrants, a number of Converted Options, Converted RSUs and Converted Warrants consistent with the aforementioned conversion mechanics) equal to (a) (i) $145 million plus (ii) the aggregate exercise price of all in-the-money options and warrants

immediately prior to the Effective Time (or exercised in cash prior to the Effective Time) divided by (b) $10.20 (the “ Share Consideration ”).

The Share Consideration is allocated among DevvStream shareholders and securityholders as set

forth in the Business Combination Agreement.

The Closing will be on a date no later than two business days following the satisfaction or waiver of all of the closing conditions.

It is expected that the Closing will occur on or before June

Representations, Warranties and Covenants

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

authority to enter into the Business Combination Agreement and their capitalization and operations.

Conditions to Closing

General Conditions

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

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

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

Approval Matters (as defined in the Business Combination Agreement);

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

(d) the registration statement has

been declared effective by the SEC;

(e) the New PubCo Common Shares have been approved for listing on Nasdaq;

(f) shareholders of DevvStream have approved and adopted the arrangement resolution in accordance with the Interim Order;

Interim Order and the Final Order (as such terms are defined in the Business Combination Agreement) have been obtained on terms consistent with the Business Combination Agreement and (h) the FIAC Continuance has been consummated.

FIAC and Amalco Sub Conditions to Closing

The obligations of FIAC, and Amalco Sub to consummate the Proposed Transactions are subject to the satisfaction or waiver by FIAC (where permissible) of the following additional conditions:

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

Effect” or any similar limitation set forth therein) in all material respects as of the date of the Business Combination Agreement and on and as of the Closing Date immediately prior to the Effective Time as if made on the Closing Date

immediately prior to the Effective Time (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct in all material respects on and as of such earlier date),

(ii) representations and warranties set forth in Article V (other than Section 5.5), are true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth

therein) as of the date of the Business Combination Agreement and on and as of the Closing Date immediately prior to the Effective Time as if made on the Closing Date immediately prior to the Effective Time (except to the extent such

representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, in each case, the failure of such representations and warranties to be so true and

correct, has not had a Company Material Adverse Effect (as defined in the Business Combination Agreement) and (iii) the representations and warranties of DevvStream contained in Section 5.5 shall be true and correct, except for any de

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

to an earlier date, and in such case, shall be true and correct, except for any de minimis failures to be so true and correct, on and as of such earlier date) (collectively, the “ DevvStream Representation Condition ”).

DevvStream shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to

the Closing Date (the “ DevvStream Covenant Condition ”).

There has been no event that is continuing that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “ DevvStream MAE Condition ”).

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

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

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

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

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

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

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

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

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

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

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

Devvstream Conditions to Closing

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

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

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

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

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

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

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

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

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

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

Representation Condition ”).

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

complied with by it on or prior to the Closing Date (the “ FIAC Covenant Condition ”).

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

Covenant Condition.

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

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

applicable, authorizing and approving the Proposed Transactions.

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

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

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

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

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

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

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

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

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

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

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

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

incapable of being cured prior to the Outside Date;

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

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

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

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

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

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

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

If the Proposed Transactions are consummated, New PubCo will bear expenses of the parties, including the SPAC Specified Expenses (as defined in the Business Combination Agreement), all deferred expenses, including any legal fees of the FIAC initial public offering due upon consummation of a Business Combination and any Excise Tax Liability (as defined below).

The Excise Tax Liability

was incurred in connection with two meetings of the stockholders of FIAC to extend the date upon which a business combination could occur, where upon holders of an aggregate of 21,282,422 public shares of FIAC properly exercised their

right to redeem their shares.

This resulted in an excise tax liability in the amount of $2,235,006 as of December 31, 2023 (the “ Excise Tax Liability ”).

If (a) FIAC or DevvStream terminate the Business Combination Agreement as a result of a mutual written consent, the Required SPAC Shareholder Approval (as defined in the Business Combination

Agreement) not being obtained, or the Effective Time not occurring by the Outside Date or (b) DevvStream terminates the Business Combination Agreement due to a breach of any representation or warranty

by FIAC or Amalco Sub, then all expenses incurred in connection with the Business Combination Agreement and the Proposed Transactions will be paid by the party incurring such expenses, and no party will have any liability to any other

party for any other expenses or fees.

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

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

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

such termination (including (i) SPAC Specified Expenses incurred in connection with the transactions, including SPAC Extension Expenses (as defined in the Business Combination Agreement) and (ii) any Excise Tax Liability provided that,

solely with respect to Excise Tax Liability, notice of such termination is provided after December 1, 2023).

Sponsor Side Letter

In connection with signing the Business Combination Agreement, FIAC and the sponsor entered into a letter agreement, dated September 12, 2023 (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 FIAC Continuance at the closing of the Proposed Transactions and (ii) with the sponsor’s consent, up to 30% of its founder shares and/or private

placement warrants in connection with financing or non-redemption arrangements, if any, entered into prior to consummation of the Business Combination if any, negotiated by the Effective Date.

Pursuant to the Sponsor Side Letter, the sponsor also

agreed to (1) certain transfer restrictions with respect to our securities, lock-up restrictions (terminating upon the earlier of:

(A) 360 days after the Closing Date, (B) a liquidation, merger, capital stock exchange, reorganization or other

similar transaction that results in all of New PubCo’s stockholders having the right to exchange their equity for cash, securities or other property or (C) subsequent to the Closing Date, the closing price of the New Pubco Common Shares equaling

or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing) and (2) to vote

any FIAC shares held by it in favor of the Business Combination Agreement, the arrangement resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing.

Company Support & Lock-up Agreement

In connection with signing the Business Combination Agreement, Devvstream, FIAC and the Core Company Securityholders entered into the Company Support Agreements, dated September 12, 2023,

pursuant to which (i) each of the Core Company Securityholders agreed to vote any Company Shares held by him, her or it in favor of the Business Combination Agreement, the arrangement resolution and the Proposed Transactions, and provided

customary representations and warranties and covenants related to the foregoing, and (ii) each of the Core Company Securityholders has agreed to certain transfer restrictions with respect to DevvStream securities prior to the Effective Time and

lock-up restrictions with respect to the New PubCo Common Shares to be received by such Core Company Securityholder under the Business Combination Agreement, which lock-up restrictions are consistent with those agreed to by the sponsor in the

Sponsor Side Letter.

Registration Rights Agreement

At the closing of the Business Combination, it is anticipated that the FIAC, the sponsor, and certain existing holders of Devvstream securities (the “ Legacy Devvstream Holders ”) will enter

into an Amended and Restated Registration Rights Agreement (the “ Registration Rights Agreement ”), pursuant to which, among other things, the Legacy Devvstream Holders and the sponsor will be granted customary registration rights with

respect to shares of the post-Business Combination company.

For additional information about the Business Combination, please refer to our registration statement on Form S-4 initially filed with the SEC on December 4, 2023, as amended from time to time.

Our mission is to amplify social impact by elevating the profile of Social-Forward Companies in public markets.

We observe that, traditionally, companies create economic value through the

deployment of strategic capital into their goods, services, people and processes for the benefit of shareholders.

However, we believe that in addition to such traditional methods of value creation, businesses can incrementally increase economic

value by intentionally pursuing social impact and generating positive outcomes for their stakeholders.

Although there are many ways to pursue social impact, we chose to focus on those companies actively or intending to become meaningfully

aligned with UN SDGs Three, Four, Eight and Ten in their business models, leadership, investment in employees or commitment to community.

It is our conviction that our process of identifying and investing in a Social-Forward Company will drive an increase of attention and equity capital towards this company specifically and similar

companies in general;

increase awareness of social issues related to SDGs Three, Four, Eight and Ten;

and contribute simultaneously to economic growth and social impact.

We further believe that investing in such a business represents an

attractive and underappreciated economic opportunity for the benefit of all participating stakeholders.

We intend to demonstrate the incremental value available to Social-Forward Companies not only by means of our investment criteria and operational objectives but in other aspects of our company.

Recognizing value in diversity is a key component of driving social impact.

Founded by a BIPOC leadership group, our company has purposefully and carefully curated a group of directors and advisors comprised of BIPOC and women leaders.

addition, we are working with BIPOC- or women-led teams for underwriting, accounting and auditing services.

We believe our unique combination of experiences and perspectives will help us accomplish our mission as a partner, while enhancing our

attractiveness to potential target companies.

Our hope is that our company serves not only as a precedent but also as an inspiration and catalyst for other social-forward leaders interested in creating financial and social value through

public market participation.

The Current Situation and Our Opportunity

Our focus on Social-Forward Companies aligns with what we believe are prominent and long-term social and economic trends.

We assert that a confluence of factors creates opportunities for a blank

check company such as ours.

There is a growing body of evidence that companies with a strong social profile-that is, those with a commitment to the “S” in ESG-outperform those with a weak social profile.

For example, data

provider MSCI has found that, over a 13-year back-tested period, top quintile “S” companies in the MSCI World Index outperformed bottom quintile companies in terms of both return and risk-adjusted return.

Non-profit organization JUST Capital has

found that, for the calendar year 2021, the cumulative return of Russell 1000 companies in the top quintile when scored for workforce investment and training outperformed the broader Russell 1000 by over 5%.

Our team members have each in her/his

own context directly observed the organizational performance benefits of a social impact orientation, whether expressed in the social purpose of a business, contributions to a community, diversity and inclusion or other ways.

Recent years have seen a surge in attention to Environmental, Social and Governance factors as indicators of risk, opportunity and long-term, sustainable value.

According to the latest Global

Sustainable Investment Alliance Review in 2020, the pool of assets seeking ESG-aligned strategies that year topped $35 trillion, and we believe this number to have grown since then.

Many companies are also aligning around the UN SDG framework

for measuring and reporting their sustainability impacts and contributions.

Per the 2020 UN Global Compact Progress Report, of the 615 companies surveyed, 84% reported taking specific action to advance the SDGs, and only 39% of companies

believed their own targets were sufficiently ambitious.

In the finance community, firms with assets under management of over $121 trillion had signed the UN Principles for Responsible Investment as of December 2022.

While the ESG concept is gaining traction, the attention has not been equally distributed across the E, S and G factors nor across the SDGs.

A 2017 study by the New York University Stern Center

for Business and Human Rights found that the “S” factors in ESG frameworks were either too vague or too limited to provide insight into corporate performance.

In a 2021 BNP Paribas survey, 51% of the 356 respondents indicated that the “S”

component was the most difficult element to incorporate into their investment analysis.

However, COVID-19 has put into sharp focus the importance of social factors generally and unequal access to healthcare and technology among different groups

in the United States in particular.

We assert that the pandemic has set back our country’s progress with regard to SDGs Three, Four, Eight and Ten.

The need for corporations and the private sector to be intentional about social impact is clear.

Even before COVID-19, the influential Business Roundtable Group in 2019 expanded its definition

of the purpose of a corporation to consider the needs of stakeholders beyond shareholders, committing signatories to invest in employees and support communities, among other items.

In the intervening months, we have observed many companies make

strong commitments aligned with our select SDGs and focus on BIPOC and women.

Nasdaq has proposed new board diversity listing requirements for companies on its U.S.

exchange, and our underwriters of our initial public offering have both

committed to expanding capital access to under-represented and under-financed minority populations.

According to the 2020 Edelman Trust Barometer for institutional investors, “S” jumped from being the least important ESG factor in past years to

the most important factor for U.S.

participants of the survey.

As we seek to leverage these trends and findings, we choose to focus on those companies materially aligned to promote the achievement of SDGs Three (Good Health and Well-being), Four (Quality

Education), Eight (Decent Work and Economic Growth) or Ten (Reduced Inequality).

While we believe that all the SDGs are crucial to creating a more sustainable future, we feel our team’s combined experience is most relevant to these areas, and we

further believe that there is extraordinary economic opportunity for the industries and companies addressing these themes.

It is our belief that companies in our target sectors can address the underlying challenges in our select SDGs.

EdTech, tech-enabled manufacturing and services, FinTech and Health Tech, as well as BIPOC and women-led or focused businesses, we see opportunity to invest in companies positioned to improve access to services and drive social impact in the

United States.

According to industry data, global revenues for education technology are projected to grow to over $400 billion by 2025.

Growth in the sector

accelerated through the COVID-19 pandemic as schools, universities and training centers reverted to remote learning, and we do not believe the world will return to the same degree of in-person instruction post-COVID.

We view EdTech as being

essential to providing educational and up-skilling opportunities for life-long learners regardless of where they are located.

accounted for 31% of global VC spending in the education sector from 2010 to the first half of 2020.

Tech-Enabled Manufacturing and Services .

According to industry data, global revenues for the tech-enabled manufacturing sector are projected to reach $385

billion by 2025.

Real-time operational optimization, robotics, robust data analytics, enhanced safety, processes in automated communication with each other and the software to manage these new networks are driving change in the workplace.

we expect that these trends will to some extent inevitably lead to the replacement of labor with capital, these changes also have the potential to improve the nature of work and introduce new types of professions.

FinTech start-ups and growth-stage companies are disrupting the delivery and operations of financial services.

In our view, such disruptive

companies could not only improve the provision of financial services to existing customers but also meaningfully expand access to financial services to previously underserved groups-including BIPOC and women.

We believe that traditional

financial firms are foregoing a substantial market opportunity by failing to adequately provide services to BIPOC and women customers.

We believe that the value of these markets will accrue to the FinTech firms expanding access to services

through innovation.

Health Tech .

The integration of application software, distributed connectivity, artificial intelligence, wearables, and personalization insights into the

healthcare system is reshaping the healthcare sector.

According to industry data, the healthcare technology sector is estimated to have generated $96.5 billion of global revenue in 2020, with North America accounting for almost 40% of this

A 2020 McKinsey & Company report predicted that the sustained expansion of telehealth in the post-COVID period could shift $250 billion of U.S.

healthcare expenditures to virtual or near-virtual care in the near future, which would

equate to 20% of total 2020 office, outpatient, and home health spending.

We believe that this has the potential to greatly expand access to health services and that other components of the Health Tech

vertical could be equally revolutionary.

Led by, Founded by or Serving BIPOC and Women .

We know that BIPOC- and women-led or focused businesses suffer from disadvantaged access to capital.

2020, the share of venture capital flowing to women-founded companies fell from 2.8% in 2019 to 2.3%, per Crunchbase data.

The World Economic Form similarly reported that, investments in Black founded startups plummeted by 45% in 2022 while, the

share of venture capital funding Black women was only 0.34% of all total venture capital spent in the US.

It is our conviction that BIPOC- and women-led or focused businesses are being under-financed and under-valued, and we might choose to

provide capital to a compelling business outside of our four core sectors as long as it otherwise meets our investment criteria.

Our target business does not need to already be a leader relative to its peers in terms of social forward-best practices.

By working with the company, we intend to unlock, together, the full

value of its social investments in its business model, leadership, investment in its employees and commitment to its community.

We believe our focus on Social-Forward Companies will help drive increased public market access for such companies,

emphasize their competitive advantages in today’s markets and in the future, and set an example for other demonstrated or aspirational social-forward leaders.

By these means, we hope to amplify corporate social impact beyond just our own

Our Team, Auldbrass Partners, and Advisory Board

Our company’s officers, directors, affiliation with Auldbrass Partners and advisors bring together complementary expertise, resources and networks in addition to their experience leading

organizations and executing transactions across business cycles.

Our officers, directors, and advisors as well as professionals at Auldbrass Partners also have experience transacting with and guiding growth companies in private markets.

Further, several of our team have previously implemented socially-forward programs in other organizations.

We believe in the corporate value of amplifying social impact based on direct experience.

For these reasons, we believe we are well

positioned to identify and complete an attractive business combination and can deliver upon a differentiated strategy.

The management team consists of Carl Stanton (CEO and Director), Ernest Lyles (CFO) and Wray Thorn (CIO).

Our board of directors includes Howard Sanders (Lead Director), Troy Carter (Independent

Director), Dawanna Williams (Independent Director) and Dia Simms (Independent Director).

Our team is comprised of professionals with experience in investment banking, operational management, technology, marketing, corporate governance, leadership development, and other areas of

potential value to our company and our target business.

We are all aligned with regard to the value of Social-Forward Companies.

We intend to leverage our team’s expertise and networks to both identify a range of potential target businesses and

create shareholder value in the initial business combination.

Stanton, Chief Executive Officer and Director .

Carl is a Partner and Co-Founder of Focus Impact Partners, LLC and currently serves as our Chief

Executive Officer and director and as the Chief Executive Officer and a director of Focus Impact BH3 Acquisition Company, a special purpose acquisition corporation (Nasdaq:

Carl brings nearly three decades of experience in leading

companies across transformative Private Equity/Alternative Asset management with a proven track record in creating shareholder value.

Carl has unique knowledge and skills across all facets of Asset Management.

He is a team builder and has managed

and co-led two Alternative Asset Management firms totaling over $4.5 billion AUM, and has delivered best-in-class investment performance results along with colleagues over multiple funds.

He has advised CEOs, CFOs, and boards of directors of

multiple companies and spread managerial, financial, and strategic best practices with demonstrated expertise in value creation strategies including revenue growth strategies, industry transformation, cost control, supply chain management, and

technology best practices.

Carl has also served as Board Member to more than 15 portfolio companies across Industrial Products & Services, Transportation & Logistics and Consumer industries;

including his current role as a Board Member of

Skipper Pets, Inc.

Carl is former Managing Partner and Head of Private Equity for Invesco Private Capital, a division of Invesco, Ltd.

IVZ), which managed private investment vehicles across private equity,

venture capital, and real estate.

At Invesco Private Capital, Carl was responsible for overseeing multiple alternative asset investment Funds and served as Chair of Investment Committee for domestic PE efforts.

Prior to Invesco, Carl served as

Managing Partner and co-owner at Wellspring Capital Management LLC, a private equity investment firm focused on control investments in growing companies in the industrial products & services, healthcare and consumer industries.

He oversaw and

approved all investments as a member of the Investment Committee.

At the time of his retirement in 2015, the firm had invested more than $2.5 billion in 35 platform companies and achieved top-tier investment results.

Currently, Carl serves as the Founder of cbGrowth Partners, which focuses on sustainable investments, and serves as Advisor to Auldbrass Partners.

Previously, Carl worked at Dimeling, Schreiber

& Park, Peter J Solomon & Co, Associates, and Ernst & Young Corporate Finance LLC.

Stanton holds a BS degree in Accounting from the University of Alabama and an MBA degree from Harvard Business School.

He resides in New York with

his family and serves as Trustee, Treasurer and Head of Finance and Endowment Committee of Christ Church United Methodist, a nonprofit organization.

He also serves as Board of Visitors at the University of Alabama, College of Commerce.

Carl’s significant experience of leading companies across transformative private equity and asset management and extensive experience with special purpose acquisition companies makes him well qualified to serve as a member of our board of

Lyles II, Chief Financial Officer .

Ernest serves as our Chief Financial Officer and as the Chief Financial Officer and a director of Focus Impact

BH3 Acquisition Company, a special purpose acquisition corporation (Nasdaq:

Ernest is also the Founder and a Managing Partner of The HiGro Group, a private equity firm focused on buyout investing in the lower middle market, which he

founded in 2016.

In addition to serving as a board member on HiGro’s portfolio companies, Ernest co-manages all aspects of the firm’s including investment activities, growth initiatives and talent development.

Prior to founding The HiGro Group, Ernest spent a decade as an investment banker with UBS Investment Bank where his tenure included advising the world’s most notable corporations and private

equity firms.

As the head of Technology Enabled Services banking practice, Ernest became the most senior African-American investment banker within the firm’s industry coverage groups.

In addition to his over $10 billion of transaction and

advisory experience, Ernest served as Head of the Diversity Task Force and Head of the Howard University recruiting team among other internal committees.

A native of Shepherdstown, West Virginia, Ernest attended public schools and earned a full merit scholarship to attend Shepherd University, where he earned a Bachelors of Science degree with

concentrations in Political Science and Business Administration.

Upon graduation, Ernest enrolled in the Howard University School of Law, where he also interned at both the JC Watts Companies.

Ernest has held expert discussions on

entrepreneurship, mentorship, private equity, impact investing and work-life balance.

His speaking engagements have included companies such as Google, HEC Paris, McGuire Woods and Nomura.

An avid art collector, Ernest has also been featured in

publications such as “The Black Market:

A Guide to Art Collecting.

Ernest currently lives in Harlem, New York, where he is actively engaged in civic and faith initiatives including Trustee to Scan Boys and Girls Harbor, Founder of The UTULIVU Alliance, Member of

the Economic Club of New York, and Fellow in the Council of Urban Professionals.

Thorn, Chief Investment Officer .

Wray is a Partner and Co-Founder of Focus Impact Partners, LLC and currently serves as our Chief Investment

Officer and as the Chief Investment Officer and a director of Focus Impact BH3 Acquisition Company, a special purpose acquisition corporation (Nasdaq:

Wray is also the Founder and Chief Executive of Clear Heights Capital, a private

investment firm committed to helping companies realize their growth and development objectives and a Board Member of Skipper Pets, Inc.

Wray is deeply involved in building and leading businesses to source, structure, finance and make private

investments as well as helping companies, organizations and executives realize their growth and development objectives.

With three decades of experience as a Chief Investment Officer, investment leader and lead director, Wray has firsthand

knowledge of investment firm leadership, private investing company value creation, asset allocation strategy and practice and risk management frameworks.

Wray has also been at the forefront of proactive impact investing and applying data and

technology to innovate private investing.

Prior to founding Focus Impact and Clear Heights, Wray was Managing Director and Chief Investment Officer—Private Investments at Two Sigma Investments.

Wray architected and led the firm’s private

equity (Sightway Capital), venture capital (Two Sigma Ventures) and impact (Two Sigma Impact) investment businesses as Chief Executive and Chief Investment Officer of TSPI, LP and Chair & Venture Partner of TSV.

Initially on behalf of private

capital and expanding to include institutional investors, Wray grew the private investment businesses during his 9-year tenure to nearly $4 billion in AUM and 90 team members and was a leader in the creation of Hamilton Insurance Group and the

incubation of Two Sigma’s insurance technology activities, Prior to Two Sigma, Wray was a Senior Managing Director with Marathon Asset Management, where he developed the firm’s private equity investment activities and played a role in many new

business opportunities and capital formation initiatives, including the firm’s direct lending business and its participation in the US Treasury’s Legacy Securities Public-Private Investment Program..

Prior to Marathon, Wray evaluated and executed

management buyout transactions as a Director with Fox Paine & Co.

and as a Principal at Dubilier & Co.

Wray began his career in the financial analyst program at Chemical Bank (today, J.P.

Morgan) as an Associate in the Acquisition Finance

Wray has been involved in approximately 300 transactions, add-on acquisitions, realizations, corporate financings, fundraisings and other principal transactions with aggregate consideration in

excess of $32 billion, including direct private equity, venture and third-party managed fund investments representing more than $3 billion in invested capital.

Wray has been a part of driving shareholder value creation and corporate growth as

member of boards, advisory boards and committees or as an adviser for more than 45 companies and investment funds, across industries including technology, financial services, education, consumer services and real assets.

Working with both private

capital organizations and institutional investors, Wray has architected and led multiple private investment businesses, defining investment objectives, devising strategy, recruiting team members, setting culture, developing investor and financing

relationships, and managing investment processes and decisions.

Wray is committed to giving back to the community, serving as Co-Chair of the Board of Youth, INC, as Vice Chair of the Board and Chair of the Investment Committee for Futures and Options, as a

grant monitor and event committee chair for Hour Children, and as an Associate of the Harvard College Fund.

In his 15+ years working with Youth, INC, a venture philanthropy nonprofit organization in New York City, Wray has engaged in many aspects

of the organization’s growth and development including recruiting senior leadership, leading strategic planning initiatives, chairing the governance and compensation committees and being a part of raising more than $100 million to impact the

lives of NYC youth by empowering more than 175 grass-roots non-profits that serve them.

Wray earned an A.B.

from Harvard University.

Sanders, Lead Director .

Howard Sanders serves as our lead director and is the managing member of Auldbrass Partners, a growth-focused private

equity firm investing primarily in secondaries transactions, which he founded in 2011.

Sanders heads Auldbrass Partners’ transactional sourcing, deal execution, investment strategy and business development.

Sanders has led successful

Auldbrass Partners investments in SaaS (Software as a Service), PaaS (Platform as a Service), tech-enabled manufacturing and services, healthcare and EdTech companies.

Before founding Auldbrass Partners, Mr.

Sanders was a Managing Director at

Citigroup where he was responsible for managing and directing Citi Holdings’ proprietary investments in private equity, hedge funds and real estate.

Prior to Citi, Mr.

Sanders was a Vice President in mergers and acquisitions for Deutsche Bank (a

successor to James D.

Wolfensohn and Co.).

Sanders also previously served as an adjunct professor at Columbia Business School.

Sanders is currently a board member of the Partnership for New York City Foundation, the Riverside Church in the City of New York and the Undergraduate Executive Board of the Wharton School

at the University of Pennsylvania.

Sanders holds a Master of Business Administration from Harvard University and a Bachelor of Science from the Wharton School at the University of Pennsylvania.

We believe that Mr.

Sanders’ significant

experience in investment management leadership, company and private equity fund evaluation and analysis and investment banking leadership make him well qualified to serve as a member of our board of directors.

Troy Carter, Independent Director .

Troy serves as our independent director and is the founder and CEO of Q&A, a music technology company focused on

building software solutions for recording artists via distribution and analytics.

Troy currently serves as a director of Focus Impact BH3 Acquisition Company, a special purpose acquisition corporation (Nasdaq:

He also serves as an advisor

to the NBA Players Association.

He previously served as an advisor to the Prince Estate.

Prior to founding Q&A, Troy was Global Head of Creator Services at Spotify from 2016 to 2018 and then served in a consulting role for CEO Daniel Ek until

Troy serves on the boards of WeTransfer and SoundCloud, and served as an advisor to Lyft.

He is also an active early stage investor, including in companies such as Uber, Lyft, Dropbox, Spotify, Slack, Warby Parker, Gimlet Media, and Thrive

Troy previously founded the entertainment company, Atom Factory, in 2008, where he worked with Lady Gaga, John Legend and Meghan Trainor.

Troy is an executive member on the boards of trustees at The Aspen Institute and the Los Angeles County Museum of Art as well as a Henry Crown Fellow.

In addition, he is a member of the United

Nations Foundation Global Entrepreneurs Council.

Troy also has served on the boards of directors of the Los Angeles Mayor’s Council for Technology & Innovation and CalArts.

Troy has previously been included on Fast Company’s list of most

creative people and on Billboard’s Power 100 list, an annual ranking the music industry’s top influencers.

We believe Troy’s significant business experience in various technology companies and his experience serving on the boards of technology

companies makes him well qualified to serve as a member of our board of directors.

Dawanna Williams, Independent Director .

Williams serves as our independent director and as the managing principal at Dabar Development Partners, which

Williams founded over 15 years ago.

Dabar has developed over 3,000 apartments units covering more than 2 million square feet of mixed-use developments and has had principal involvement in development projects awarded by NYC’s Department of

Housing Preservation and Development, NYC’s Economic Development Corporation, and New York City’s Housing Authority.

As managing principal, Ms.

Williams is involved in all executive aspects of business operations, from developing strategic

priorities to executing development projects to risk management to establishing firm values and standards.

Prior to Dabar, Ms.

Williams served as General Counsel at Victory Education Partners and as a senior associate in the commercial real

estate group at Sidley Austin LLP.

Williams serves on the board of directors of ACRES Commercial Realty Corp.

ACR) is a real estate investment trust that is primarily focused on originating, holding and managing

commercial real estate (“CRE”) mortgage loans and other commercial real estate-related debt investments, Compass, Inc., (NYSE:

COMP), a publicly-traded, technology-enabled residential real estate brokerage company and Ares Industrial Real Estate

Income Trust Inc., a real estate investment trust.

Williams also serves on the board of directors of the Apollo Theater, chairing the real estate committee, and on the board of directors for the New York City Trust for Cultural Resources.

Williams also serves on the board of directors of the New York Real Estate Chamber.

Williams earned an A.B.

from Smith College in economics and government, a Master of Public Administration from Harvard University Kennedy School of

Government, and a Doctor of Jurisprudence from the University of Maryland School of Law.

We believe that Ms.

Williams’ experience in investment management, her background in transaction law and corporate governance and her public company board

experience make her well qualified to serve as a member of our board of directors.

Dia Simms, Independent Director .

Dia serves as our independent director and as the Executive Chairwoman of the

Board of Lobos 1707 Tequila & Mezcal, an award-winning, independent spirits brand that launched in November 2020.

Before being appointed Executive Chairwoman, Dia led Lobos 1707 as its CEO, alongside Founder and Chief Creative Officer Diego

Osorio with early backing by sports and cultural icon, LeBron James.

Dia currently serves as a director of Focus Impact BH3 Acquisition Company, a special purpose acquisition corporation, (Nasdaq:

Dia is also Co-Founder of Pronghorn, a

10-year initiative to drive diversity, equity and inclusion in the spirits industry.

Dia spent almost fifteen years working alongside Sean “Diddy” Combs at Combs Enterprises.

In 2017, Dia was named President of Combs Enterprises, making her the

first president in the company’s thirty-year history other than Sean Combs himself.

In her role as President, she oversaw multi-billion-dollar brands under the Combs empire, including CÎROC Ultra-Premium Vodka, Blue Flame Agency, AQUAhydrate, Bad

Boy Entertainment, Sean John and Revolt TV.

Of note, Dia led the transformation of CÎROC Ultra-Premium Vodka from infancy to a multibillion dollar value brand.

Along with a lengthy list of accolades, Dia is Board Chair of Pronghorn, Board Vice Chair of Saint Liberty Whiskey, Advisor to Touch Capital and director on the FIAC Board.

Dia holds a B.S.

degree in Psychology from Morgan State University and a Master’s degree in Management from the Florida Institute of Technology.

We believe Dia’s significant business experience as a CEO and significant deal-making experience make her well

qualified to serve as a member of our board of directors.

Our sponsor may offer incentives, including an indirect interest in our sponsor, to any members of our team who materially contribute to the identification or execution of our initial business

The incentives available to our team will also be available on the same terms to our advisors and affiliates of Auldbrass Partners.

Auldbrass Partners

Auldbrass Partners is a private equity firm founded in 2011 and located in New York City.

Auldbrass Partners has monitored and managed approximately $1.5 billion of global investments in growth,

buyout, mezzanine, and venture capital and has an expansive pricing application analyzing over 300 investment funds, with over 5,000 active underlying companies.

Auldbrass Partners leverages this database (“Thesys,” now in its third iteration)

to efficiently identify, evaluate and invest in private equity high growth opportunities through secondaries transactions.

Prior to the formation of Auldbrass Partners, our team (in aggregate) completed over $3.8 billion (500 funds) in secondary transactions across private equity, real estate, hedge fund side

pockets, and mezzanine funds, with assets located in Europe, Asia, and North America.

The Auldbrass Partners investment team also has significant primary and secondary investment experience as well as market knowledge across several alternative

asset classes and maintains long-term relationships with 200 top-tier fund managers.

Through Auldbrass Partners’ activities as a leading secondaries investor in middle market and late-stage growth portfolios, the firm and its employees have deep relationships across the private

equity eco-sphere, and a sophisticated database of privately-owned companies (Thesys) that includes detailed, company-level information.

Auldbrass Partners has successfully utilized Thesys to drive deal flow and will assist the company in the

discovery of actionable opportunities and enhance strategic analysis.

Advisory Board

Our advisory board brings a unique and powerful blend of executive, investment, corporate strategy, talent development, sales and marketing, corporate finance, and social impact experience.

have purposefully and carefully curated an advisory board, the members of which bring complementary skills.

We believe our advisory board members support our ability to identify and drive value in our initial business combination through their

sourcing channels, relationship networks and leadership.

We are confident that our advisory board members commit meaningful time and resources to assisting our company achieve our mission.

The members of our advisory board assist our management team with sourcing and evaluating business opportunities and devising plans and strategies to optimize any business that we acquire

following the consummation of our initial public offering.

However, unlike our management team, members of our advisory board are not responsible for managing our day-to-day affairs and have no authority to engage in substantive discussions with

business combination targets on our behalf.

Members of our advisory board are neither paid nor reimbursed for any out-of-pocket expenses in connection with the search of business combination targets before or after the consummation of our

initial business combination.

We have not currently entered into any formal arrangements or agreements with the members of our advisory board to provide services to us, and they will have no fiduciary obligations to present business

opportunities to us.

We believe that the experience and capabilities of our management, combined with the resources of Auldbrass Partners and our board of directors and advisory board, enhance our attractiveness to

potential target businesses, enable us to pursue a broad range of opportunities, strengthen our ability to complete a successful combination, and drive our pursuit of financially and socially value-accretive operating practices and policies upon

the completion of the initial business combination.

With respect to the above, past performance of our management team, Auldbrass Partners, members of our advisory board or their respective affiliates is not a guarantee of either (i) success with

respect to a business combination that may be consummated or (ii) the ability to successfully identify and execute a transaction.

You should not rely on the historical record of our management team, Auldbrass Partners, members of our advisory

board and their respective affiliates as indicative of future performance.

See “Risk Factors - Past performance by our management team, Auldbrass Partners, members of our advisory board and their respective affiliates may not be indicative of

future performance of an investment in us.” Our management has no prior experience in operating blank check companies or special purpose acquisition companies.

For a list of our executive officers and entities for which a conflict of interest

may or does exist between such officers and the company, please refer to “Management - Conflicts of Interest.”

Our management team, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business

Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

However, we do not currently expect that any such other blank

check company would materially affect our ability to complete our initial business combination.

In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts

of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

Our Business Strategy

Although we may pursue an initial business combination in any industry or geographic location, we intend to focus on high-growth businesses in the EdTech, technology-enabled manufacturing and

services, FinTech and Health Tech sectors, as well as on compelling companies in these or other sectors led by, founded by or serving BIPOC or women in the United States.

Based on the experiences of our officers, directors, partner and advisors,

we believe that within this universe of businesses are many promising potential targets that could become attractive public companies with long-term growth opportunities and attractive competitive positioning.

We believe that there are a large

number of Social-Forward Companies in these sectors.

In executing our search and initial business combination, we plan to leverage the broad networks and complementary expertise of our officers, directors, advisory board members and Auldbrass

We will also seek to attract promising private businesses to our company by emphasizing our ability to amplify the socially-forward aspects of a target business and unlock greater value from even an otherwise strong business.

believe that this combination of factors will bolster our ability to successfully complete a business acquisition that will enhance the overall value of our target and fulfill our mission.

We hope that our example inspires other companies and investors to enhance their own support for health and well-being, quality education, broad-based economic growth, decent work and greater

economic equality in the United States.

Our networks and expertise have been developed through the experience of our officers, directors, partner and advisor by means of:

Sourcing, structuring, acquiring, integrating and selling businesses in and adjacent to our target sectors;

Operating sophisticated business and non-profit organizations and executing complex transactions;

Identifying, recruiting and developing promising talent;

Accessing the capital markets and marketing organizations;

Advising companies and boards on diverse corporate matters, including but not limited to the integration of socially positive concerns into business operations for value creation.

Our sponsor may offer incentives, including an indirect interest in our sponsor, to any members of our team who materially contribute to the identification or execution of our initial business

Demonstrating Our Commitment to Social Impact

Certain members of our sponsor intend to make a meaningful donation of interests in our sponsor to a charitable cause following the consummation of our initial business combination.

that this commitment will be highly appealing to market-leading companies across all sectors.

Our Competitive Advantage

We believe the reputation, sourcing, valuation, diligence and execution capabilities of our officers, directors, Auldbrass Partners and members of our advisory board all contribute towards our

ability to generate a pipeline of opportunities from which to select a target business, to successfully execute a combination, and to create value for our shareholders following the combination.

We further believe that conducting our company as a Social-Forward Company and demonstrating our commitment to social impact through our donations make us more attractive to potential business

targets and investors, many of which we believe have aligned values.

Our competitive strengths include the following:

Passion to fulfill our mission to develop as a successful public company using our Social-Forward criteria.

Compelling sourcing opportunities and strategic relationships, including our highly differentiated sourcing engine provided via our relationship with secondaries investment firm Auldbrass Partners, as well as the collective networks of

our officers, directors, and advisory board members.

Extensive influence and reach through a broad network that spans a range of leaders in business, entertainment, government and philanthropy.

Successful track record of investing, transaction and capital markets experience that demonstrates a strong ability to source, select and execute.

Deep insights into and subject matter expertise in a target-rich universe that provides a large total addressable market.

Values-based leadership attractive to target businesses and with the ability to amplify and validate the efforts of a Social-Forward Company.

Our Combination Criteria

Our search for a combination target will focus on businesses that we believe would benefit from becoming publicly traded companies and stand to benefit from our mission.

We believe that our

strategy creates a compelling alternative for a growing Social-Forward Company to become a public entity, thereby potentially increasing capital access, gaining liquidity, diversifying investors and otherwise benefiting from participation in

public markets.

We have developed a set of high-level investment criteria to guide our search for a target company.

In addition to seeking businesses with strong business fundamentals and defined growth

opportunities, we plan to prioritize businesses that:

Either demonstrate or appreciate the value of supporting health and well-being, quality education, reducing economic inequality and promoting decent work in the United States.

Are motivated to fulfill our mission and be positioned as, or further developed as, a Social-Forward Company.

Are excited about working with our company to realize in parallel both shareholder and social value.

Are positioned to materially benefit from our officers’ and directors’ knowledge of the target industry and relationships.

Have strong management teams with a clear vision to either maintaining or, if an early-stage business, creating sustainable cash flows.

Are positioned to benefit from access to public capital markets and the merits of being a Social-Forward Company.

While not a requirement, we may prioritize companies with existing revenue and evidence of high growth.

These criteria are not intended to be exhaustive.

Any evaluation of a particular initial business combination might be based, to the extent relevant, on these general guidelines as well as on

other considerations, factors and criteria that our officers and directors may deem relevant.

In the event that our company decides to enter into an initial business combination with a target business that does not meet the above criteria, we

would disclose that the target business diverges from the above guidelines in our shareholder communications related to the initial business combination, which, as discussed in this Report, would be in the form of tender offer documents or proxy

solicitation materials that we would file with the SEC.

Our Combination Process

In evaluating a prospective target business, we expect to conduct an extensive due diligence review, which may encompass, as applicable and among other things, utilization of independent

consultants, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with or related to Auldbrass Partners, our sponsor, officers, directors or members of our

advisory board.

In the event we seek to complete our initial business combination with a company that is affiliated with or related to any of Auldbrass Partners, our sponsor, officers, directors or members of our advisory board, we, or a

committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our

company from a financial point of view.

We are not required to obtain such an opinion in any other context.

First Extension of Combination Period

On April 25, 2023, we held a special meeting of stockholders (the “ Extension Meeting ”) to amend our amended and restated certificate of incorporation to (i) extend the date

(the “ Termination Date ”) by which we haves to consummate a Business Combination from May 1, 2023 (the “ Original Termination Date ”) to August 1, 2023 (the “ Charter Extension Date ”) and to allow us, without another shareholder

vote, to elect to extend the Termination Date to consummate a 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 our board of directors if requested

by the sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until May 1, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of our initial business combination shall

have occurred prior to such date (such amendment, the “ Extension Amendment ” and such proposal, the “ Extension Amendment Proposal ”) and (ii) remove the limitation that we may not redeem public shares to the extent that such

redemption would result in us having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $5,000,000 (such amendment, the “ Redemption Limitation Amendment ”

and such proposal, the “ Redemption Limitation Amendment Proposal ”).

The shareholders of FIAC approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on April 26, 2023, we

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

In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 17,297,209 public shares properly exercised their right to

redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of $179,860,588.

As disclosed in the proxy statement relating to the Extension Meeting, the sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its

affiliates, members or third-party designees (the “ Lender ”) will contribute to the Company as a loan, within ten (10) business days of the date of the Extension Meeting, of the lesser of (a) an aggregate of $487,500 or (b) $0.0975 per

share that is not redeemed in connection with the Extension Meeting, to be deposited into the trust account.

In addition, in the event we do not consummate an initial business combination by August 1, 2023, the Lender may contribute to us the

lesser of (a) $162,500 or (b) $0.0325 per each public share 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.

December 31, 2023 a total of $1,300,000 has been deposited into the trust account, to extend the Termination Date to January 1, 2024.

Second Extension of Combination Period

On December 29, 2023, FIAC held a special meeting of stockholders (the “ Second Extension Meeting ”) where a proposal was approved to amend FIAC's Certificate of

Incorporation to extend the Termination Date from January 1, 2024 to April 1, 2024 (the “ Second Charter Extension Date ”) and to allow FIAC, without the need for another stockholder vote, to elect to extend the Termination Date to

consummate a 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 FIAC’s board of directors, if requested by Sponsor (such amendment, the “ Second

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

The shareholders 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 extension at the Second Extension Meeting, 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 approximately $43,640,022.

As disclosed in the proxy statement relating to the Second Extension Meeting, the sponsor agreed that if the Second Extension

Amendment Proposal is approved, the sponsor 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 we do

not consummate an initial business combination by April 1, 2024, the Lender may contribute to us the lesser of (a) $40,000 or (b) $0.02 per each public share that is not redeemed in connection with the Extension Meeting as a loan to be

deposited into the trust account for each of seven one-month extensions following April 1, 2024.

Because the Second Extension Proposal was approved, the sponsor deposited $103,055 into the trust account, and the Termination Date was extended

to April 1, 2024.

In March 2024, the sponsor deposited $34,352 in the trust account extending the Termination Date by one month to May 1, 2024, which can be extended to November 1, 2024 (with required funding of the Trust Account).

Promissory Notes

In connection with the approval of the Extension Amendment Proposal, on May 9, 2023, the Company issued an unsecured promissory note in the total principal amount of

up to $1,500,000 (the “ Promissory Note ”) to the sponsor and the sponsor funded deposits into the trust account.

The Promissory Note does not bear interest and matures upon closing of the

Company’s initial Business Combination.

In the event that the Company does not consummate a Business Combination, the Promissory Note will be repaid only from amounts remaining outside of the trust account, if any.

Up to the total principal

amount of the Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants issued to the

sponsor at the time of the Company’s initial public offering.

As of December 31, 2023, an aggregate of $1,500,000 has been drawn under the Promissory Note.

In connection with the extension of the Termination Date, on December 1, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $1,500,000 (the “ Second

Promissory Note ”) to the sponsor and the sponsor funded deposits into the trust account.

The Second Promissory Note does not bear interest and matures upon closing of the Company’s initial Business

In the event that the Company does not consummate a Business Combination, the Second Promissory Note will be repaid only from amounts remaining outside of the trust account, if any.

As of December 31, 2023, an aggregate of

$375,000 has been drawn under the Second Promissory Note.

Conflicts of Interest

There are potential conflicts of interest that could impact our company and our search for, and pursuit of, potential business combination opportunities, including potential conflicts associated

with the interests and activities of Auldbrass Partners.

These potential conflicts are discussed in more detail elsewhere in this Report and are not, and are not intended to be, a complete enumeration or explanation of all of the potential

conflicts of interest that may arise.

Auldbrass Partners is an indirect investor in our sponsor.

In addition, Howard Sanders, our lead director, is currently affiliated with Auldbrass Partners as a Founding Partner and a Managing

Director in its advisory business.

Auldbrass Partners manages or advises (and intends to manage and advise in the future) several investment programs.

Funds managed by Auldbrass Partners may compete with us for acquisition

opportunities.

If these funds decide to pursue any such opportunity, we may be precluded from procuring such opportunities.

In addition, investment ideas generated within Auldbrass Partners may be suitable for both us and for a current or

future Auldbrass Partners fund or investee company and may be directed to such entity rather than to us.

Auldbrass Partners, our management team and members of our advisory board do not have any obligation to present us with any opportunity for

a potential business combination of which they become aware.

See “Risk Factors”, including “Potential conflicts of interest with other businesses of Auldbrass Partners or other businesses with which our officers, directors or members of the

advisory board may have fiduciary or contractual obligations could negatively impact the performance of an investment in us.”

Our sponsor, investors in our sponsor, our directors and officers and members of our advisory board are, or may in the future become, affiliated with entities that are engaged in a similar

Our sponsor, investors in our sponsor, our directors and officers and members of our advisory board are also not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to us completing

our initial business combination.

In addition, our officers and directors (including our advisory board members), in their other endeavors (including any affiliation or relationship they may have with Auldbrass Partners), may choose or be

required to present potential business combinations to Auldbrass Partners or to third parties, before they present such opportunities to us.

As a result, if any of our officers, directors or members of the advisory board becomes aware of a

business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will need to honor such fiduciary or contractual obligations to present such business combination

opportunity to such entity, before we can pursue such opportunity.

If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.

However, we do not expect these duties to materially affect our

ability to complete our initial business combination.

Our amended and restated certificate of incorporation provides that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of our company and it is an opportunity that we are able to complete on a reasonable basis.

Our directors and officers are not required to commit any

specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due

See “Risk Factors”, including those entitled “Potential conflicts of interest with other businesses of Auldbrass Partners or other businesses with which our officers, directors or members of the advisory board may have fiduciary or

contractual obligations could negatively impact the performance of an investment in us”, “Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to

those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented” and “Our officers and directors will allocate

their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial business

combination.” See also the section entitled “Directors, Executive Officers, and Corporate Governance - Conflicts of Interest.”

Similarly, if Auldbrass Partners becomes aware of a potential business combination opportunity that could be an attractive opportunity for our company, Auldbrass Partners is not under any

obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company, other than certain advisory and administrative services.

Partners may have fiduciary and/or contractual duties to other entities and, as a result, may have a duty to offer business combination opportunities to those entities before other parties, including our company.

Additionally, certain companies

with which Auldbrass Partners has a relationship may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination.

Transactions of these

types may present a conflict of interest if Auldbrass Partners may directly or indirectly receive a financial benefit as a result of such transaction.

We believe that any such potential conflicts of interest of Auldbrass Partners and any of our

officers or directors that are affiliated with Auldbrass Partners will be naturally mitigated by the differing nature of services that Auldbrass Partners typically provides to its clients, as compared to our activities related to pursuing an

initial business combination.

In addition, each of our sponsor, directors and officers does, directly or indirectly, own, founder shares and/or private placement warrants following our initial public offering and,

accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Further, such directors and officers may have a conflict of

interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business

Our sponsor may offer incentives including an indirect interest in our sponsor to Auldbrass Partners employees or others who materially contribute to the identification or execution of our initial business combination.

Information regarding performance by, or business associated with, our management team, Auldbrass Partners, members of our advisory board or their respective affiliates is presented for

informational purposes only.

Past experience or performance of our management team, Auldbrass Partners, members of our advisory board or their respective affiliates or related entities is not a guarantee of either (1) our ability to successfully

identify and execute a transaction or (2) success with respect to any business combination that we may consummate.

You should not rely on the historical record of our management team.

Auldbrass Partners, members of our advisory board or their

respective affiliates or related entities or any investment’s performance as indicative of the future performance of any investment in us or the returns we will, or are likely to, generate going forward.

An investment in us is not an investment

in Auldbrass Partners.

See “Risk Factors - Past performance by our management team, Auldbrass Partners, members of our advisory board and their respective affiliates may not be indicative of future performance of an investment in us.”

Our sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company.

Our sponsor currently owns 5,000,000 shares of Class A common stock, 750,000 shares of Class B common stock and

11,200,000 private placement warrants.

Our sponsor is governed by a four-member board of managers which has voting and dipositive power over the founder shares and private placement warrants held by our sponsor.

Our sponsor is not “controlled”

(as defined in 31 CFR 800.208) by a foreign person, such that our sponsor’s involvement in the business combination would be a “covered transaction” (as defined in 31 CFR 800.213).

However, it is possible that non-U.S.

persons could be involved

in our business combination, which may increase the risk that our business combination becomes subject to regulatory review, including review by the Committee on Foreign Investment in the United States (“ CFIUS ”), and that restrictions,

limitations or conditions will be imposed by CFIUS.

If our business combination with a U.S.

business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“ FIRRMA ”),

to include certain non-passive, non-controlling investments in sensitive U.S.

businesses and certain acquisitions of real estate even with no underlying U.S.

FIRRMA, and subsequent implementing regulations that are now in force, also

subjects certain categories of investments to mandatory filings.

If our potential business combination with a U.S.

business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will

submit a voluntary notice to CFIUS, or to proceed with a business combination without notifying CFIUS and risk CFIUS intervention, before or after closing a business combination.

CFIUS may decide to block or delay our business combination,

impose conditions to mitigate national security concerns with respect to such business combination or order us to divest all or a portion of a U.S.

business of the combined company without first obtaining CFIUS clearance, which may limit the

attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders.

As a result, the pool of potential targets with which we could complete a

business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

A failure to notify CFIUS of a transaction where such

notification was required or otherwise warranted based on the national security considerations presented by an investment target may expose our sponsor and/or the combined company to legal penalties, costs, and/or other adverse reputational and

financial effects, thus potentially diminishing the value of the combined company.

In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, a

business combination post-closing.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy and we have limited time to complete our business combination.

If we cannot complete a business

combination by the Termination Date because the transaction is still under review or because our business combination is ultimately prohibited by CFIUS or another U.S.

government entity, we may be required to liquidate.

If we liquidate, our

public shareholders may only receive approximately $10.20 per public share or less in certain circumstances, and our warrants will expire worthless.

This will also cause you to lose the investment opportunity in a target company and the chance

of realizing future gains on your investment through any price appreciation in the combined company.

Initial Business Combination

So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least

80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination.

is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent accounting firm with respect to the satisfaction of such

Nasdaq rules also require that our initial business combination be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or

assets of the target business or businesses.

We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet

certain objectives of the target management team or stockholders or for other reasons.

However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of

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

Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority

interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange

for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to

our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or

acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.

If the business combination involves more than one target business,

the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder

approval, as applicable.

In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

If our securities are not then listed on Nasdaq for whatever

reason, we would no longer be required to meet the foregoing 80% of net asset test.

Our Management Team

Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until

we have completed our initial business combination.

The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and

the current stage of the business combination process.

We believe our management team’s operating and transaction experience and network of relationships with investment banks, private equity firms, professional advisors and senior industrial

executives provide us with a substantial number of potential business combination targets.

Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the

This network has grown through the activities of our management team sourcing, acquiring and financing businesses, our management team’s relationships with sellers, financing sources and target management teams.

Our management team is

also highly experienced in executing transactions under varying economic and financial market conditions.

See the section of this Report entitled “Directors, Executive Officers and Corporate Governance” for a more complete description of our

management team’s experience.

Status as a Public Company

We believe our structure will make us an attractive business combination partner to target businesses.

As an existing public company, we offer a target business an alternative to the traditional

initial public offering through a merger or other business combination.

In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of

our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various costs and obligations associated with being a public company, we believe certain target businesses will find this method

a more certain and cost effective method to becoming a public company than the typical initial public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts

that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’

ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences.

Once public, we believe the target business would then have greater

access to capital and an additional means of providing management incentives consistent with stockholders’ interests.

It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting

talented employees.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of

any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act

for complying with new or revised accounting standards.

In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take

advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in

which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of

the end of the prior fiscal year’s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Financial Position

With funds available for a business combination in the amount of $62,736,405 as of December 31, 2023, after taking into account redemptions in connection with the Second Extension Meeting and

before fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing access to the expertise of our management team, providing

capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.

Because we are able to complete our business combination using our cash, debt or equity securities, or a

combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

Effecting our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public offering.

We intend to effectuate our initial business

combination using cash from the proceeds of our initial public offering and the private placement of the private placement warrants, our capital stock, debt or a combination of these as the consideration to be paid in our initial business

We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such

companies and businesses.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection

with our business combination or used for redemptions of purchases of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of

operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our

initial business combination using the proceeds of such offering rather than using the amounts held in the trust account.

Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with

the completion of our business combination.

In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose

the terms of the financing and, only if required by law, we would seek stockholder approval of such financing.

There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business

At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

Sources of Target Businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment

banking firms, consultants, accounting firms and large business enterprises.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may also

introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Report and know what types of businesses we are targeting.

Our officers and directors, as well as

their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or

In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors.

If we engage the

services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms

of the transaction.

We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a

potential transaction that our management determines is in our best interest to pursue.

Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.

In no event, however, will our

sponsor or any of our existing officers or directors, members of our advisory board or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to

effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).

We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and

administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.

Some of our officers and directors may enter into employment or consulting

agreements with the post-transaction company following our initial business combination.

The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with or related to Auldbrass Partners, our sponsor, officers, directors or members of our

advisory board.

company from a financial point of view.

We are not required to obtain such an opinion in any other context.

As more fully discussed in the section of this Report entitled “Management - Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that

falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business

combination opportunity to us.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Selection of a Target Business and Structuring of Our Initial Business Combination

Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding

the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination.

The fair market value of the target or targets will be determined by

our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses.

If our board is not able to independently determine the fair market

value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or from an independent accounting firm, with respect to the satisfaction of such criteria.

We do not intend to purchase multiple

businesses in unrelated industries in conjunction with our initial business combination.

Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target

businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling

interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the

portion of such business or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of the 80% of net assets test.

There is no basis for investors in our initial public offering to evaluate the

possible merits or risks of any target business with which we may ultimately complete our business combination.

To the extent we effect our business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks

inherent in such company or business.

Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review, which will encompass, among other things, meetings with incumbent management and employees,

document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be made available to us.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently

ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our business combination is not ultimately completed will result

in our incurring losses and will reduce the funds we can use to complete another business combination.

In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in

a single line of business.

By completing our business combination with only a single business, our lack of diversification may:

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination;

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our business combination with that business, our assessment

of the target business’ management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our

management team, if any, in the target business cannot presently be stated with any certainty.

While it is possible that one or more of our directors will remain associated in some capacity with us following our business combination, it is

unlikely that any of them will devote their full efforts to our affairs subsequent to our business combination.

Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the

operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether any of our key personnel will

remain with the combined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we will have the ability to

recruit additional managers, or that those additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC, subject to the provisions of our amended and restated certificate of incorporation and

However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for

each such transaction.

Type of Transaction

Whether Stockholder Approval is Required

Purchase of assets

Purchase of stock of target not involving a merger with the Company

Merger of target into a subsidiary of the Company

Merger of the Company with a target

Under Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:

we issue (other than in a public offering) shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding;

any of our directors, officers or substantial stockholders (as defined by the Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or

assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding shares of common stock or voting power of 5% or more;

the issuance or potential issuance of common stock will result in our undergoing a change of control.

The decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder approval is not required by law or applicable stock

exchange rules will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a

disadvantage in the transaction or result in other additional burdens on the company;

the expected cost of holding a stockholder vote;

the risk that the stockholders would fail to approve the proposed business combination;

other time and budget constraints of the company;

additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.

Permitted Purchases of Our Securities

In the event we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our

sponsor, directors, officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.

However, they have no current

commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the trust account will be used to purchase shares in such transactions.

restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

Such a purchase may include a

contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

Subsequent to the consummation of our initial

public offering, we will adopt an insider trading policy which will require insiders to refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and to clear all trades

with our legal counsel prior to execution.

We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5‑1 plan, as such purchases will be dependent upon several factors, including but not limited to, the

timing and size of such purchases.

Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5‑1 plan or determine that such a plan is not necessary.

In the event that our sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their

redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules

under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers

will comply with such rules.

The purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business

combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it appears that such requirement would

otherwise not be met.

This may result in the completion of our business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our common stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult

to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsor, officers, directors or their affiliates may pursue privately

negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination.

To the extent

that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the

trust account or vote against the business combination.

Our sponsor, officers, directors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b‑18 under the Exchange Act will only be made to the extent such purchases are

able to be made in compliance with Rule 10b‑18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b‑5 of the Exchange Act.

Rule 10b‑18 has certain technical requirements that must be complied with in order

for the safe harbor to be available to the purchaser.

Our sponsor, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b‑5 of the Exchange Act.

Redemption Rights for Public Stockholders Upon Completion of Our Initial Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination 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 us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein.

The amount in the trust account, without taking into account

interest earned on the trust account, is initially anticipated to be approximately $10.20 per public share.

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting

commissions we will pay to the underwriters.

The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

Our sponsor, officers and directors have entered into a letter

agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination and a stockholder

vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in

connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by the Termination Date or (B) with respect to any other provision relating to the rights of holders of

our 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 we fail to consummate an initial business combination by the Termination Date (although

they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

Manner of Conducting Redemptions

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination either (i)

in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer

will be made by us, solely in our discretion, and will be based on a variety of factors described above “—Stockholders May Not Have the Ability to Approve Our Initial Business Combination,” such as the timing of the transaction and whether the

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

Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our

company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.

If we structure a

business combination transaction with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed business combination.

We intend to conduct

redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of

incorporation:

conduct the redemptions pursuant to Rule 143e‑4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is

required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5‑1 to purchase shares of our Class A common stock in

the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e‑5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange

Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number

of public shares which are not purchased by our sponsor, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than any net tangible asset or cash

requirement which may be contained in the agreement relating to our initial business combination.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business

If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons, we

will, pursuant to our amended and restated certificate of incorporation:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;

file proxy materials with the SEC.

In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the

redemption rights described above upon completion of the initial business combination.

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business

A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the

Company entitled to vote at such meeting.

Our initial stockholders will count toward this quorum and have agreed to vote their founder shares and any public shares purchased during or after our initial public offering in favor of our initial

business combination.

For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

redemptions in connection with the Second Extension Meeting, the sponsor holds approximately 77% of the outstanding shares of the Company.

As a result, in addition to our initial stockholders’ founder shares, no additional public shares sold in

our initial public offering would need to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved.

We will give at least 10 days prior written notice of any such

meeting, if required, at which a vote shall be taken to approve our initial business combination.

These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our

initial business combination.

Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

In no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than any net tangible asset or cash requirement which may be contained in the

agreement relating to our initial business combination.

For example, the proposed business combination may require:

(i) cash consideration to be paid to the target or its owners;

(ii) cash to be transferred to the target for working capital or

other general corporate purposes;

or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.

In the event the aggregate cash consideration we would be required to pay for all

shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will

not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.

Limitation on Redemption Upon Completion of Our Initial Business Combination if We Seek Stockholder Approval

Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the

tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as

defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “ Excess Shares ,”

without our prior consent.

We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed

business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a public stockholder holding more than an

aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other

undesirable terms.

By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our initial public offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our

ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be

restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.

Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights

As described above, we intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the

holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set

forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is

initially to be held.

In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer

agent two business days prior to the initially scheduled vote in which the name and other identifying information of the beneficial owner of such shares is included.

The proxy materials or tender offer documents, as applicable, that we will

furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements.

Accordingly, a public stockholder would have up to two

business days prior to the initially scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit

or tender its shares if it wishes to seek to exercise its redemption rights.

In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not

Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system.

The transfer agent will typically charge

the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require

holders seeking to exercise redemption rights to submit or tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.

Furthermore, if a holder of a

public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return

the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business

If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their

shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination with a different target until the Termination Date.

Redemption of Public Shares and Liquidation if no Initial Business Combination

Our sponsor, officers and directors have agreed that we will have until the Termination Date to complete our initial business combination.

If we are unable to complete our business combination

by the Termination Date, we will:

(i) cease all operations except for the purpose of winding up;

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

cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to

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

any), subject to applicable law;

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

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

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail

to complete our business combination by the Termination Date.

Our sponsor officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect

to any founder shares held by them if we fail to complete our initial business combination by the Termination Date.

However, if our initial stockholders acquire public shares in or after our initial public offering, they will be entitled to

liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination by the Termination Date.

Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that

would modify the substance or timing of our obligation to provide holders of our Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not

complete our initial business combination by the Termination Date or with respect to any other provision relating to the rights of holders of our Class A common stock unless we provide our public stockholders with the opportunity to redeem their

shares of Class A common stock upon approval of any such amendment 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 franchise and income taxes, if any, divided by the number of the then outstanding public shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $224,394 held outside the trust

account (as of December 31, 2023), although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of

dissolution, to the extent that there is any interest accrued in the trust account not required to pay our franchise and income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an

additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without

taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.20.

The proceeds deposited in the trust account could, however, become

subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than

Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets.

These claims must be

paid or provided for before we make any distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do

business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or

even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims

challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement waiving such

claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such

third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant

whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with

us and will not seek recourse against the trust account for any reason.

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target

business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date

of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, except as 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 our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

In the event that an

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

We have not independently verified whether our sponsor has sufficient funds

to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company.

We have not asked our sponsor to reserve for such indemnification obligations.

Therefore, we cannot assure you that our sponsor would

be able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public

In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers will indemnify us for claims

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

In the event that the proceeds in the trust account are reduced 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 value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its

indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may

choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely.

not asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the

per-share redemption price will not be less than $10.20 per public share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent

registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

As of December 31, 2023, we have access to

$224,394 from the proceeds of our initial public offering and borrowings from related parties with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no

more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims

made by creditors.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

The pro rata portion of our

trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our business combination by the Termination Date may be considered a liquidating distribution under Delaware law.

the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be

brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders

with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary

of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our business combination

by the Termination Date, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could

then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

If we are unable to complete our business combination by the Termination Date, we will:

(i) cease all operations

except for the purpose of winding up;

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

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

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

and (iii) as promptly as

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

and the requirements of other applicable law.

Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the Termination Date and, therefore, we do not intend to comply with those procedures.

our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all

existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years.

However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for

prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained in our

underwriting agreement, we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us

waiving any right, title, interest or claim of any kind in or to any monies held in the trust account.

As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that

would result in any liability extending to the trust account is remote.

Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced 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 value of the trust assets, in each case net of the amount of interest withdrawn to pay our franchise and

income taxes and will not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is

deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy

law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able

to return $10.20 per share to our public stockholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed

under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders.

Furthermore, our board may

be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to

addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

Our public stockholders will be entitled receive funds from the trust account only upon the earliest to occur of:

(a) the completion of our initial business combination, (b) the redemption of

any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to provide holders of our Class A common stock the

right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by the Termination Date or (ii) with respect to any other

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

These provisions of our

amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

In identifying, evaluating and selecting a target business for our business combination, we may encounter intense competition from other entities having a business objective similar to ours,

including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and effecting

business combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other resources than we do.

Our ability to acquire larger target businesses will be limited by our

available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business

combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

Our executive offices are located at 1350 Avenue of the Americas, 33 rd Floor, New York, NY, 10105, and our

telephone number is (212) 213-0243.

Our corporate website address is https://focus-impact.com/spac.

Our executive offices are provided to us by an affiliate of our sponsor.

Commencing on the date that the Company’s securities were first listed

on Nasdaq through the earlier of the consummation of the initial business combination and the Company’s liquidation, the Company began to reimburse an affiliate of the sponsor for office space, administrative and support services provided to the

Company in the amount of $10,000 per month.

We consider our current office space adequate for our current operations.

We currently have three officers.

Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they

deem necessary to our affairs until we have completed our initial business combination.

The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial

business combination and the current stage of the business combination process.

Periodic Reporting and Financial Information

We have registered our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports

with the SEC.

The SEC maintains an internet site at http://www.sec.gov that contains such reports, proxy and information statements and other information regarding issuers that file electronically with the

In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accounting firm.

We will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to

assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared in accordance with GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be

audited in accordance with the standards of the PCAOB.

These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide

such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

We cannot assure you that any particular target

business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with such requirements or that the potential target business will be able to prepare its financial statements in accordance with

such requirements.

To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be

We are required to evaluate our internal controls over financial reporting procedures for the fiscal year ending December 31, 2023 as required by the Sarbanes-Oxley Act.

Only in the event we are

deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control over financial reporting procedures audited.

A target company may not be in

compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls over financial reporting.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may

increase the time and costs necessary to complete any such acquisition.

Delivery was completed during the third quarter of 2025.

Under an October 7 2025 addendum, one-half of the credits were retired on our behalf and the remaining credits were transferred to our registry account on the S&P

Global Commodity Insights Registry for potential resale.

The new cash-based purchase structure fully replaces the former share-settled arrangement, and there are no remaining equity or contractual obligations under the previous agreement.

Expansion into the International Renewable Energy Certificate (I-REC) Market and Strategic Agreements

As part of our expansion, we have entered into an exclusive agreement with Sogod Energy Inc.

(“SEI”), granting the Company the sole right to trade renewable energy attributes, including

I-RECs and associated carbon attributes, from the Sogod Renewable Energy Plant in the Philippines.

Under this agreement, we will manage the certification and monetization of these attributes while SEI retains up to 60% of the I-REC value as

part of its compensation structure.

This agreement aligns with our strategy to secure long-term, high-quality renewable energy credits, providing a scalable pipeline for trading in international markets.

Marmota Joint Venture

In January 2023, we launched Marmota, a joint venture between us and 1824400 Alberta Limited.

Brian Storseth, a former member of Canada’s Parliament and owner of iPolitics and Wellington

Dupont, a North American public affairs firm with offices in Washington, D.C.

and Ottawa, is the controlling shareholder of 18244000 Alberta Limited.

We hold a 10% equity stake in the joint venture.

Marmota’s primary focus is the implementation of large-scale, technology-based decarbonization projects that generate revenue directly from carbon markets.

Marmota seeks to enable

organizations and governments at every level-municipal, provincial, and federal-to meet their sustainability objectives, generate high-value technology-based carbon credits, facilitate their participation in voluntary carbon markets, and help

establish or expand their compliance market programs.

Marmota has begun discussions with multiple Canadian municipalities for carbon projects to result in the production of carbon credits.

Marmota is actively seeking similar engagements

across Canada with organizations in both the public and private sector.

Our Competition and Competitive Advantage

We face competition from other organizations, companies, non-profits, governments, asset managers and individuals that are, or may be, in the process of offering similar services.

current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources than us.

Given the increasing focus on carbon projects, the industry is highly competitive and rapidly evolving,

and we expect the level of competition to continue to increase.

See “ Risk Factors - Risks Related to Our Business and Industry - The carbon credit market is competitive, and we expect to face increasing

competition in many aspects of our business, which could cause operating results to suffer ” for more information.

Our current and potential competitors consist primarily of other organizations with a focus on carbon markets and the origination, registration, selling and trading of carbon credits.

is an increasing number of companies and organizations providing financing solutions and development expertise for carbon projects.

Our management believes the following factors and competitive advantages differentiate us from other companies providing similar services:

Focus on Technology-based Solutions to Climate Change

Our key focus is on technology-based solutions to climate change, while the majority of our competitors focus on nature-based solutions.

As discussed above, nature-based solutions involve

conserving, restoring or better managing natural ecosystems to remove carbon dioxide from the atmosphere, whereas technology-based solutions involve innovations that focus on the development of new technology and the use of such technology to

reduce emissions or remove carbon-dioxide from the atmosphere.

A recent study estimates that nature-based solutions could contribute about 20% of mitigation needed between now and 2050 to keep global warning below two degrees Celsius, whereas the

remaining 80% would have to come from other solutions including technology-based solutions.

Accordingly, we believe that the market opportunities for technology-based solutions is significantly larger than that of nature-based solutions.

By focusing on technology-based projects to generate carbon credits, we are able to offer multiple advantages over nature-based solutions.

These advantages include:

Quicker implementation compared to nature-based projects;

Easier replication or scalability than nature-based projects;

Often more financially efficient than nature-based projects due to lower costs;

More predictable and consistent results than nature-based projects;

Alignment with many of the United Nations’ SDGs.

Blockchain Technology and Data Management

We continue to evaluate the use of blockchain technology as a potential tool to enhance transparency, data integrity, and traceability within our environmental asset projects.

Historically,

our platform design contemplated integration with Devvio, Inc.’s proprietary DevvX blockchain;

however, we are in the process of terminating our prior agreement with Devvio and transitioning to a non-exclusive strategic framework that allows

us to work with Devvio or other providers, or to operate without blockchain functionality if not required.

Under any future implementation, blockchain use would remain limited to recording and storing project-level data to support auditability and measurement, reporting, and verification (MRV)

The Company’s use of blockchain does not involve the creation, issuance, or trading of any cryptocurrency or token and does not substitute for traditional carbon-credit registries, which remain the official systems of record.

future blockchain engagement—whether with Devvio or another provider—will be evaluated for regulatory, cost, and operational alignment before deployment.

Digital Asset Strategy

We recently deployed a forward-looking crypto treasury strategy designed to combine institutional-grade liquidity with exposure to programmable sustainability, with real-world asset

tokenization as a core investment thesis.

In connection therewith, on July 18, 2025, we entered into a Securities Purchase Agreement, as amended (the “Helena Note Purchase Agreement”), with Helena Global Investment Opportunities 1 Ltd.

Pursuant to the Helena Note Purchase Agreement, subject to certain conditions precedent contained therein, we may sell to Helena up to an aggregate of $300 million in newly issued senior secured convertible notes, including the

Initial Convertible Note (the “Helena Convertible Notes”).

On July 18, 2025, we consummated the initial closing of $10 million (the “Initial Tranche”) pursuant to a convertible note (the “Initial Convertible Note”) and the Helena Note

Purchase Agreement.

The Company has adopted a digital asset treasury strategy designed to position the Company to participate in the growth of tokenized real-world assets (“RWAs”), which the Company views as a

significant long-term driver of blockchain adoption.

RWAs are traditional assets represented as digital tokens on a blockchain, enabling more efficient trading, settlement, and fractional ownership.

The Company intends to fund the Digital

Asset Strategy with proceeds received from the Helena Convertible Notes.

To assist with the development and implementation of its Digital Asset treasury strategy, the Company engaged FRNT Financial Inc.

(FRNT), a specialty digital asset

investment bank founded in 2018 with the vision of facilitating institutional participation in crypto and web-based finance that offers a suite of services to companies exploring digital asset treasury strategies.

The Company currently

utilizes the following two internal policy frameworks to guide its investment decisions, which it developed with the assistance of FRNT:

(i) an Asset & Network Selection Framework, which prioritizes networks based on adoption, technical

maturity, liquidity, institutional uptake, and alignment with tokenization;

and (ii) a Risk Assessment Framework, which evaluates market conditions such as leverage, liquidity, and retail participation to identify favorable entry points.

Together, these frameworks are intended to ensure that the Company’s treasury growth is disciplined, responsive to market conditions, and aligned with networks capable of supporting scalable tokenization infrastructure.

We have agreed, subject to certain exceptions contained in the Helena Note Purchase Agreement, to use 75% of the net proceeds from the sale of Helena Convertible Notes (70% of the Initial

Tranche) to purchase Bitcoin, Ethereum, Solana or other utility-based digital assets (collectively, “Digital Assets”).

In connection with the transaction, the Company has retained BitGo Trust Company, Inc.

(“BitGo”), a South Dakota-chartered

trust company and registered money services business, to custody its digital asset holdings.

The Company has currently identified the following three Digital Assets for initial acquisition pursuant to its Digital Asset treasury strategy:

Bitcoin (BTC), Solana (SOL), and DevvE (DevvE)

(collectively, the “First Tranche Assets”).

BTC and SOL were selected due to their maturity, liquidity, institutional adoption, and roles as core blockchain infrastructure.

DevvE, issued by The Forevver Association, a Swiss non-profit founded

in 2023, represents a smaller, early-stage network focused on ESG-linked tokenization initiatives.

The inclusion of DevvE reflects the Company’s forward-looking strategy to position its treasury for long-term opportunities in impact-driven

tokenization.

The Company expects to generate value from these holdings through a combination of long-term appreciation and, where available, blockchain-native revenue streams such as staking.

particular, Solana currently supports on-chain staking through the Company’s custodian, BitGo, while Bitcoin and DevvE may provide additional opportunities as their ecosystems mature.

As provided under the terms of the Helena Note Purchase Agreement, at the closing of the Initial Convertible Note the Company allocated the requisite 70% of the proceeds of the Initial

Convertible Note for the acquisition of the First Tranche Assets, taking into account an issuance discount of $850,000.00 to cover Helena’s legal, accounting, and due diligence fees, along with any other transactional costs incurred in

connection with the issuance of the Initial Convertible Note.

This provided for an initial cash funding transfer on July 18, 2025 of $6,405,000 to the Company’s custodial account with BitGo for ultimate deployment into the First Tranche

On August 1, 2025, the Company began making systematic dollar cost averaging purchases from the BitGo custodial account, allocating the value of all such purchases equally between BTC and SOL.

As of October 27, 2025, the Company has

deployed a total of $5.125 million equally between BTC and SOL using this methodology and currently holds 22.228945 BTC and 12,173.21335671 SOL.

Each of which represents approximately 40% of the original funding transfer to the BitGo

As of the date of this Annual Report, the Company has not yet made any acquisitions of DevvE.

The Company’s current intention is to begin allocating the approximate 20% remaining from the designated proceeds of the Initial

Convertible Note toward the purchases of DevvE shortly following the completion of its BTC and SOL purchases.

The Company currently expects that all such purchases will be completed within approximately 60 days of the date of this Annual

At the completion of the full deployment of the proceeds from the Initial Tranche, the Company expects that 80% of such proceeds will be deployed equally into BTC and SOL, with the remaining 20% allocated into DevvE.

As of October 27,

2025, the Company has staked 12,172.23341664 SOL.

It is the Company’s intention to stake substantially all SOL held in its BitGo custodial account, which it intends to complete no later than October 31, 2025.

The Company’s digital assets are custodied with BitGo, a South Dakota-chartered trust company and registered money services business.

Founded in 2013, BitGo holds over $90 billion in assets

for more than 3,900 institutional clients in 100+ countries and is SOC 1 Type 2 and SOC 2 Type 2 certified.

BitGo employs segregated wallets, Multi-Signature and Threshold Signature technology, offline key storage, multi-party transaction

approvals, and rigorous auditing to mitigate the risk of theft, loss, or misuse.

The Company’s holdings are further protected by a $250 million insurance policy covering private key theft, loss, and insider misconduct, underwritten by a

syndicate of insurers from Lloyd’s of London and the European Marketplace.

The Company has no specific timeline for the issuance of subsequent tranches of Helena Convertible Notes over the next twelve-month period and has made no determinations to date regarding

which Digital Assets, if any, will be acquired with any such subsequent tranche.

However, the Company believes that closing a second tranche within six months from the date of this Annual Report is certainly possible, assuming that all

stipulations for doing so have been satisfied at that point in time.

Closings of subsequent tranches may occur under the Helena Note Purchase Agreement in increments of $5 million, provided that the outstanding aggregate principal amount of

all Helena Convertible Notes issued under prior tranches is below $2 million and certain other conditions stipulated by the Helena Note Purchase Agreement are satisfied.

The maturity date of the Initial Convertible Note is January 17, 2027,

at which point all remaining principal and unpaid interest thereon is due and payable.

As more thoroughly discussed elsewhere herein, the Initial Convertible Note, as with all Helena Convertible Notes, may be converted prior to maturity into

shares of the Company’s Common Stock.

Any such conversion of the Initial Convertible Note would have the concomitant effect of reducing the principal balance thereof, thereby permitting the potential issuance of another tranche of Helena

Convertible Notes.

The Company has no means of predicting when any such conversion rights will be exercised.

Government Regulation

We operate in an industry that is subject to many established environmental regulations.

Greenhouse gas emissions are subject to environmental laws and regulations in the various

jurisdictions in which our partners and customers have operations.

In the normal course of business, our customers and partners may be involved in legal proceedings under various environmental laws across the globe relating to greenhouse gas

emissions or remediation with respect to various environmental risks.

Our current and potential partners’ operations are within jurisdictions that have, or are developing, regulatory regimes governing emissions of greenhouse gasses, including carbon dioxide.

These include existing coverage under the European Union Emission Trading System, the California cap-and-trade scheme, India’s Performance, Achieve and Trade scheme, South Africa’s Trade Exposure and Greenhouse Gas Benchmark Regulations, the

Tokyo Cap-and-Trade Program, China’s Emission Trading Scheme and any potential expansions of these policies or related policies.

In addition, the U.S.

Environmental Protection Agency requires mandatory reporting of greenhouse gas emissions

and is regulating greenhouse gas emissions for new constructions and major modifications to existing facilities.

Growing public concern regarding greenhouse gas emissions may result in more international, national or regional requirements to reduce or mitigate the effects of such greenhouse gas

We cannot predict how, or the extent to which, such regulation may affect our customers and partners, and ultimately help or harm our business.

Such changes may include regulation regarding the pricing of greenhouse gas emissions

or other climate change regulations.

It is difficult to estimate the likelihood of such regulations coming into effect, or predict the potential impact they may have on our customers.

Potential consequences of new obligations could include

increased technology, transportation, material and administrative costs, and may require us to make additional investments to our customers and their operations.

We cannot determine at this time if the costs of compliance with these

regulations will be material to our business or operations.

Any failure by us to comply with any requirements of such regulations could subject us to potentially significant liabilities, monetary damages and fines or suspensions.

have not incurred, and do not currently anticipate, any material liabilities in connection with such regulations, we may be required to make expenditures related to such regulation in the future.

Intellectual Property

We have a variety of intangible assets as is typical for businesses such as ours.

The DevvStream brand has been applied for as a registered trademark in the United States and other countries.

Historically, we held a non-exclusive license to use Devvio, Inc.’s proprietary blockchain platform (“DevvX”) in connection with environmental asset projects.

During 2025, we began the

process of terminating this license agreement as part of a transition to a non-exclusive strategic framework that allows DevvStream to engage Devvio or other technology providers, or to operate without blockchain integration as needed.

Any future use of blockchain technology by DevvStream—whether through Devvio or another provider—will be limited to the recording and storage of project-level data to enhance transparency and

data integrity.

The Company does not own, issue, or transact in any cryptocurrency or token as part of its operational activities, and blockchain use does not substitute for traditional carbon-credit registries, which remain the official

systems of record.

We have trademark rights in our logo and other identifiers of our services and products.

Further, we hold copyrights on our website and will register copyrights when we believe that the benefits to our business are

Our management consistently evaluates the importance of obtaining intellectual property protection for our brands, applications and protocols and maintaining trade secrets.

When applicable to

and merited by our business, we will seek to obtain, license and enforce patents, protect our proprietary information and maintain trade secret protection without infringing the proprietary rights of third parties.

We will also make use of

trade secrets, proprietary unpatented information and trademarks to protect our technology and enhance our competitive position.

We cannot assure you that any patent which we may be issued in the future will protect our intellectual property rights or provide us with any competitive advantage.

While there is no active

litigation involving any of our intellectual property rights and we have not received any notices of patent infringement, we may be required to enforce or defend our intellectual property rights against third parties in the future.

Factors-Risks Related to our Information Technology and Intellectual Property” for additional information regarding these and other risks related to our intellectual property portfolio and their potential effect on us.

Specialized Skills and Knowledge

A number of aspects of our business require specialized skills and knowledge.

Our management has specialized skills and knowledge in the areas of carbon markets and the origination,

registration, selling and trading of carbon credits.

The number of persons experienced in carbon markets and the origination, registration, selling and trading of carbon credits is limited, and competition for such persons can be intense.

addition, the number of persons skilled in structuring streams is limited.

Recruiting and retaining qualified personnel is critical to our success and there can be no assurance of such success.

A majority of carbon credit developers focus almost entirely on nature-based projects.

As a result, their expertise are mostly in areas of botany, forestry and biology.

Our management team has acquired specialized skills and knowledge in the areas of carbon markets and the origination, registration, selling and trading of carbon credits through years of

Our CEO, Sunny Trinh, has over 25 years of experience working in technology, corporate social responsibility, sustainability and carbon markets.

As of the date of this Annual Report, we have a total of three full-time employees and seven independent contractors.

Legal Proceedings

We have not been, are not currently a party to, nor are we aware of, any legal proceeding or claim which, in the opinion of management, is likely to materially adversely affect our business

or financial results or condition.

From time to time, we may be subject to various claims, lawsuits and other legal and administrative proceedings that may arise in the ordinary course of business.

Some of these claims, lawsuits and other

proceedings may range in complexity and result in substantial uncertainty;

it is possible that they may result in damages, fines, penalties, non-monetary sanctions or relief.

Recent Developments

During and subsequent to the fiscal year, we advanced several initiatives affecting our operating focus and future revenue mix, including (i) expansion of our technology-based project

portfolio through an equity interest in Monroe Sequestration Partners LLC, (ii) continued development of our North American EV-charging program and progression of related environmental asset sourcing arrangements, (iii) expansion into the

I-REC market via an exclusive agreement with Sogod Energy Inc., and (iv) execution of additional environmental asset purchase and trading arrangements with selected counterparties.

We also implemented a digital-asset treasury strategy,

including a secured convertible notes financing and the onboarding of a third-party qualified custodian, to support long-term capital management.

For a discussion of the anticipated operational and financial impacts of these developments,

including timing of monetization, liquidity considerations, and related risks, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

For agreements entered into after the fiscal year-end and other

subsequent events, see Item 9B.

Other Information.

Available Information

Our website is https://www.devvstream.com .

On our website we make available at no cost our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and

amendments to those reports filed or furnished as soon as reasonably practicable after we electronically file such material with, or furnish them to, the SEC.

The information contained on our website is not a part of this Annual Report on

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-K

Item 1. Business