As filed with the U.S. Securities and Exchange Commission on ~~December 4, 2023.~~March 11, 2024.

Registration No. ~~333-~~333-275871

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FOCUS IMPACT ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware			0677			86-2433757
(State or Other Jurisdiction of Incorporation or Organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, 33^rd Floor

New York, New York 10105

(212) 213-0243

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Carl Stanton

Chief Executive Officer

Focus Impact Acquisition Corp.

1345 Avenue of the Americas, 33^rd Floor

New York, New York 10105

(212) 213-0243

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Peter Seligson, P.C.

Kirkland & Ellis LLP

601 Lexington Ave

New York, New York 10022

Telephone: (212) 446-4800

Justin R. Salon

Morrison & Foerster LLP

2100 L Street, NW

Suite 900

Washington, DC 20037

Tel: (202) 887-1500

Simon Romano

Stikeman Elliott LLP

Commerce Court West, Suite 5300

Toronto, Canada M5L 1B9

Telephone: (416) 869-5500

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED ~~DECEMBER 1, 2023~~MARCH 11, 2024

PROXY STATEMENT OF

FOCUS IMPACT ACQUISITION CORP.

PROSPECTUS FOR UP TO 50,287,043 SHARES OF COMMON STOCK AND

25,123,481 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF

FOCUS IMPACT ACQUISITION CORP.

(TO BE RENAMED “DEVVSTREAM CORP.” FOLLOWING THE CONTINUATION TO THE PROVINCE OF ALBERTA AND IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)

To the Stockholders of Focus Impact Acquisition Corp.:

We are pleased to provide the accompanying proxy statement/prospectus relating to the proposed amalgamation of Focus Impact Amalco Sub Ltd., a company existing under the laws of the Province of British Columbia (“Amalco Sub”) and wholly-owned subsidiary of Focus Impact Acquisition Corp., a Delaware corporation (“FIAC”), with DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (“DevvStream”), pursuant to a Business Combination Agreement, dated as of September 12, 2023 (as it may be amended or supplemented from time to time, the “Business Combination Agreement”), by and among FIAC, Amalco Sub, and DevvStream. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement. If the Business Combination Agreement is adopted and the other transactions contemplated thereby (collectively, the “Business Combination”) are approved by FIAC’s stockholders, (a) FIAC will be continued 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) (the “SPAC Continuance”) and will change its name to DevvStream Corp. (“New PubCo”), (b) DevvStream and Amalco Sub will amalgamate to form one corporate entity (such entity, “Amalco” and such transaction, the “Amalgamation”), and (c) as a result of the Amalgamation, (i) each of DevvStream’s multiple voting shares (the “Multiple Voting Company Shares”) and DevvStream’s subordinate voting shares (the “Subordinated Voting Company Shares” and together with the Multiple Voting Company Shares, the “Company Shares”) issued and outstanding immediately prior to the effective time of the Amalgamation (the “Effective Time”) will be automatically exchanged for that certain number of common shares of New PubCo (the “New PubCo Common Shares”) equal to the applicable Per Common Share Amalgamation Consideration (as defined below), (ii) each option (whether vested or unvested) to purchase Company Shares (each, a “Company Option”) granted under DevvStream’s 2022 Equity Incentive Plan, as amended and restated from time to time, and DevvStream’s 2022 Non-Qualified Stock Option Plan (together, the “Company Equity Incentive Plans”) and each restricted stock unit representing the right to receive payment in Company Shares, granted under a restricted stock unit award agreement (each, a “Company RSU”) issued and outstanding immediately prior to the Effective Time 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 (“Converted RSUs”), respectively, in an amount equal to the Company Shares underlying such Company Option or Company RSU, respectively, multiplied by the Common Conversion Ratio, as defined below (and, for Company Options, at an adjusted exercise price equal to the exercise price for such Company Option immediately prior to the Effective Time divided by the Common Conversion Ratio), (iii) each warrant of DevvStream (each, 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 (“Converted Warrants”) (and at an adjusted exercise price equal to the exercise price for such Company Warrant prior to the Effective Time divided by the Common Conversion Ratio), (iv) each holder of convertible notes to be issued by DevvStream, if any, issued and outstanding immediately prior to the Effective Time (the “Company Convertible Notes”), will first receive Company Shares and then New PubCo Common Shares in accordance with the terms of such Company Convertible Notes, (v) Amalco will be the resulting entity in the Amalgamation and (vi) 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 SPAC Continuance and the Amalgamation, together with the other transactions related thereto, the “Proposed Transactions”), as provided in the Business Combination Agreement and as more particularly described in the notice that follows this page and elsewhere in the accompanying proxy statement/prospectus. Any term used but not defined herein will have the meaning ascribed to it in the accompanying proxy statement/prospectus.

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Pursuant to the SPAC Continuance, (i) all of the issued and outstanding shares of Class A Common Stock (as defined below) and that have not been redeemed shall remain outstanding and automatically convert into New PubCo Common Shares on a one-for-one basis, except that each issued and outstanding FIAC Unit (as defined below) that has not been previously separated into shares of Class A Common Stock and FIAC Warrants (as defined below), prior to the SPAC Continuance, shall be converted into securities of New PubCo identical to one New PubCo Common Share and one-half (1/2) of one warrant to purchase one New PubCo Common Share, on substantially similar terms as the FIAC Warrants (the “Converted Public Warrants”); provided, however, that no such fractional warrants will be issued, and only whole warrants will be issued and each person who would otherwise be entitled to a fractional warrant (after aggregating all fractional warrants that otherwise would be received by such person) shall instead have the number of warrants issued to such person rounded down in the aggregate to the nearest whole warrant, (iii) shares of Class B common stock of FIAC, par value $0.0001 per share (the “Class B Common Stock”) shall convert into New PubCo Common Shares on a one-for-one basis or be forfeited in accordance with the letter agreement, dated September 12, 2023 (the “Sponsor Side Letter”), by and among FIAC, Sponsor and FIAC's officers and directors, and (iv) the FIAC Warrants and the warrants issued to Focus Impact Sponsor, LLC, a Delaware limited liability company and our sponsor (“Sponsor”) in the private placement consummated simultaneously with FIAC’s initial public offering, which entitles the holder thereof to purchase one whole share of Class A Common Stock at $11.50 per share (the “Private Placement Warrants”), will be assumed by New PubCo and converted into warrants to purchase one New PubCo Common Share, on substantially similar terms as the Private Placement Warrants (the “Converted Private Placement Warrants” and together with the Converted Public Warrants, the “New PubCo Warrants”). 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.

The “Redemption Price” is the price per share at which each share of FIAC’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), is redeemed pursuant to the redemption by FIAC from its public stockholders in connection with the Business Combination, as required by FIAC’s Amended and Restated Certificate of Incorporation (the “FIAC Charter”) and the prospectus filed with the Securities and Exchange Commission in connection with FIAC’s initial public offering on October 29, 2021 (the “FIAC IPO Prospectus”). See “Summary of the Proxy Statement/Prospectus—The Business Combination Agreement—Consideration” for additional details.

Each of the following securities of FIAC are currently publicly traded on the Nasdaq Stock Market LLC (“Nasdaq”): (i) each share of Class A Common Stock; (ii) each redeemable warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 (collectively, the “FIAC Warrants”); and (iii) FIAC’s units consisting of (a) one share of Class A Common Stock and (b) one-half of one FIAC Warrant (collectively, the “FIAC Units”). We have applied to list the New PubCo Common Shares and New PubCo Warrants on Nasdaq under the symbols “DEVS” and “DEVSW,” respectively, upon the closing of the Business Combination (the “Closing”). Upon the Closing, the FIAC Units will be separated into their component securities and will cease to be listed on Nasdaq.

On November 1, 2021, FIAC consummated its Initial Public Offering (the “FIAC IPO”) of 23,000,000 FIAC Units, at a price of $10.00 per FIAC Unit generating gross proceeds of $230,000,000, which includes the full exercise of the underwriter’s option to purchase an additional 3,000,000 Units at the FIAC IPO price to cover over-allotments. Following the closing of the FIAC IPO on November 1, 2021 and the full exercise of the underwriters’ over-allotment, $234,600,000 from the net proceeds of the sale of the FIAC Units in the FIAC IPO and the sale of the Private Placement Warrants were placed in a Trust Account, and invested in

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U.S. government securities, within the meaning set forth in the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act. On October 31, 2023, FIAC instructed Continental Stock Transfer &Trust Company, the trustee managing the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a business combination and the liquidation of FIAC. Interest on such deposit account is currently 4.5% per annum, but such deposit account carries a variable rate and FIAC cannot assure you that such rate will not decrease or increase significantly.

On April 25, 2023, FIAC held a special meeting of stockholders, where a proposal to amend FIAC’s Certificate of Incorporation was approved to extend the date by which FIAC must consummate an initial business combination (the “Termination Date”) from May 1, 2023 to August 1, 2023, and to allow FIAC, without another stockholder 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, by resolution of the Board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable termination date, until May 1, 2024 (the “First Extension Meeting”). In connection with the approval of the extension at the First Extension Meeting, the holders of 17,297,209 shares of Class A Common Stock of FIAC 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 approximately $179,860,588. 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 “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 Charter Extension Date, by resolution of FIAC’s board of directors, if requested by Sponsor. In connection with the approval of 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 of the Record Date, the remaining funds in the Trust Account totaled $ .

It is anticipated that at the Closing, FIAC’s public stockholders will retain an ownership interest approximately 9.1% of the outstanding capital stock of the Combined Company, the Sponsor will retain an ownership interest of approximately 27.3% of the outstanding capital stock of the Combined Company and the DevvStream securityholders will own approximately 63.5% of the outstanding capital stock of the Combined Company. The foregoing ownership percentages with respect to the Combined Company following the Business Combination exclude any outstanding Warrants and assume that (i) there are no redemptions of any stock by FIAC’s public stockholders in connection with the Business Combination, and (ii) no awards are issued under the Equity Incentive Plan. All shares currently held by FIAC public stockholders and all of the stock issued in the Business Combination to existing DevvStream securityholders will be freely tradable without registration under the Securities Act, and without restriction by persons other than New PubCo’s “affiliates” (as defined under Rule 144 under the Securities Act), including New PubCo’s directors, executive officers and other affiliates. Because the level of stockholder redemptions will not be known until the FIAC Stockholders Meeting, holders of Class A Common Stock will not know at the time of the vote the percentage of the Combined Company’s outstanding capital stock that they will hold.

FIAC will hold a virtual special meeting of its stockholders (the “FIAC Stockholders Meeting”) in order to obtain the stockholder approvals necessary to consummate the Business Combination. At the FIAC Stockholders Meeting, which will be held exclusively via a live audio webcast at https://www.cstproxy.com/focus-impact/~~sm2023,~~2024, on at a.m., Eastern Time, unless postponed or adjourned to a later date, FIAC will ask its stockholders to approve the SPAC Continuance, adopt the Business Combination Agreement and the related transactions thereby approving the Business Combination

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and to approve the other proposals described in the accompanying proxy statement/prospectus. To participate in the virtual meeting, a FIAC stockholder of record will need the 12-digit control number included on such stockholder’s proxy card or instructions that accompanied such stockholder’s proxy materials. If a FIAC stockholder holds his, her or its shares in “street name,” which means his, her or its shares are held of record by a broker, bank or other nominee, such FIAC stockholder should contact his, her or its broker, bank or nominee to ensure that votes related to the shares he, she or it beneficially owns are properly counted. In this regard, such FIAC stockholder must provide the record holder of his, her or its shares with instructions on how to vote his, her or its shares or, if such FIAC stockholder wishes to attend the special meeting of FIAC and vote in person, obtain a proxy from his, her or its broker, bank or nominee. The live audio webcast of the

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FIAC Stockholders Meeting will begin promptly at a.m., Eastern Time. FIAC stockholders are encouraged to access the FIAC Stockholders Meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

If you have any questions or need assistance with voting your shares of FIAC’s Class A Common Stock, please contact Morrow Sodali LLC, FIAC’s proxy solicitor, by calling (800) 662-5200 or by emailing FIAC.info@investor.morrowsodali.com. The accompanying proxy statement/prospectus and the notice of the FIAC Stockholders Meeting will be available at https://www.cstproxy.com/focus-impact/~~sm2023.~~2024.

In particular, when FIAC stockholders consider the recommendation regarding these proposals by the FIAC Board, they should keep in mind that FIAC’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, their interests as a FIAC stockholder. For instance, Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to stockholders rather than liquidating FIAC. In such event, among other things, the value of certain interests of Sponsor, its affiliates and FIAC’s directors and officers would become worthless including, among other things: (i) the 5,750,000 shares of Class B Common Stock which were initially acquired by Sponsor and directors and officers of FIAC prior to FIAC’s initial public offering for an aggregate purchase price of $25,000, a portion of which was converted into Class A Common Stock in accordance with the FIAC Charter (the “Founder Shares”); (ii) the 11,200,000 Private Placement Warrants purchased by Sponsor in the private placement consummated simultaneously with FIAC’s initial public offering at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $11,200,000; and (iii) the 11,200,000 shares of Class A Common Stock underlying the Private Placement Warrants.

The accompanying proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the FIAC Stockholders Meeting. We ~~encourage~~urge you to carefully read the entire accompanying proxy statement/prospectus, including ~~all annexes attached hereto.~~

~~We urge you to read the accompanying proxy statement/prospectus, including~~ the financial statements and all annexes attached hereto and other documents referred to ~~therein, carefully and in their entirety.~~ therein.

IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 5865 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR CANADIAN PROVINCIAL SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated , and is first being mailed to stockholders of FIAC on or about .

			Very truly yours,


			Carl Stanton Chief Executive Officer Focus Impact Acquisition Corp.

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FOCUS IMPACT ACQUISITION CORP.

1345 Avenue of the Americas, 33^rd Floor

New York, New York 10105

TO THE STOCKHOLDERS OF FOCUS IMPACT ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “FIAC Stockholders Meeting”) of Focus Impact Acquisition Corp., a Delaware corporation (including its successor, “FIAC”), will be held virtually at a.m., Eastern Time, on . Details on how to participate are more fully described in the accompanying proxy statement/prospectus. At the FIAC Stockholders Meeting, FIAC stockholders will be asked to consider and vote upon the following proposals (collectively, the “Proposals”):

(1)

The Business Combination Proposal(Proposal 1) — To approve and adopt the Business Combination Agreement, dated as of September 12, 2023 (as it may be amended or supplemented from time to time, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), by and among FIAC, Focus Impact Amalco Sub Ltd., a company existing under the laws of the Province of British Columbia and wholly-owned subsidiary of FIAC (“Amalco Sub”), and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (“DevvStream”), and approve the transactions contemplated thereby, including:

(a)

prior to the Effective Time, all shares of Class A common stock, par value $0.0001 per share, of FIAC (the “Class A Common Stock”) duly tendered for redemption and not withdrawn will be redeemed and thereafter, FIAC will continue (the “SPAC 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”);

(b)

following the SPAC Continuance, and in accordance with the applicable provisions of the Plan of Arrangement, to be implemented as of the Closing Date and attached hereto as Annex G (the “Plan of Arrangement”), and the Business Corporations Act (British Columbia) (the “BCBCA”), Amalco Sub and DevvStream will amalgamate to form one corporate entity (such entity, “Amalco”, and such transaction, the “Amalgamation”), and as a result of the Amalgamation, (i) each Company Share issued and outstanding immediately prior to the Effective Time (as such term is defined in the Plan of Arrangement) will be automatically exchanged for that certain number of common shares of New PubCo (the “New PubCo Common Shares”) equal to the applicable Per Common Share Amalgamation Consideration, (ii) each Company Option and Company RSU issued and outstanding immediately prior to the Effective Time will be cancelled and converted into Converted Options and Converted RSUs, respectively, in an amount equal to the Company Shares underlying such Company Option or Company RSU, respectively, multiplied by the Common Conversion Ratio (and, for Company Options, at an adjusted exercise price equal to the exercise price for such Company Option immediately prior to the Effective Time divided by the Common Conversion Ratio), (iii) each Company Warrant issued and outstanding immediately prior to the Effective Time shall become exercisable for New PubCo Common Shares in an amount equal to the Company Shares underlying such Company Warrant multiplied by the Common Conversion Ratio (and at an adjusted exercise price equal to the exercise price for such Company Warrant prior to the Effective Time divided by the Common Conversion Ratio), (iv) each holder of Company Convertible Notes, if any, issued and outstanding immediately prior to the Effective Time will first receive Company Shares and then New PubCo Common Shares in accordance with the terms of such Company Convertible Notes, (v) Amalco will be the resulting entity in the Amalgamation and (vi) 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 SPAC Continuance and the Amalgamation, together with the other transactions related thereto, the “Proposed Transactions”); and

(c)

the DevvStream shareholders and securityholders as of the Effective Time (collectively, the “DevvStream Shareholders”), will receive 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

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Company Options and Company Warrants immediately prior to the Effective Time (or exercised in cash prior to the Effective Time) divided by (b) $10.20, all as more particularly described elsewhere in the accompanying proxy statement/prospectus.

We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A;

(2)

The SPAC Continuance Proposal(Proposal 2) — To consider and vote upon a proposal (the “SPAC Continuance Proposal”) to approve the SPAC Continuance, and in connection therewith, the adoption of the new articles of continuance of FIAC effective upon the SPAC Continuance in substantially the form attached to the accompanying proxy statement/prospectus as Annex B (the “post-continuance FIAC Articles”);

(3)

The Nasdaq Proposal(Proposal 3) — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”), the issuance of New PubCo Common Shares pursuant to the Business Combination Agreement (the “Nasdaq Proposal”);

(4)

The Charter Proposal (Proposal 4) — To consider and vote upon a proposal (the “Charter Proposal”) to approve, by special resolution, and adopt the articles of continuance and bylaws of New PubCo in substantially the form attached to the accompanying proxy statement/prospectus as Annex B and Annex C, respectively, (the “New PubCo Governing Documents”);

(5)

The Advisory Charter Proposals (Advisory Proposals 5A through 5H) — To consider and vote upon, on a non-binding, advisory basis, certain differences set forth below between FIAC’s existing organizational documents (the “FIAC Charter”) and the New PubCo Governing Documents, presented separately in accordance with the requirements of the United States Securities and Exchange Commission (the “SEC”) (collectively, the “Advisory Charter Proposals”):

(A)	Name Change — to provide that the name of FIAC shall be changed to “DevvStream Corp.” (Advisory Proposal 5A);

(B)	Amendment of Blank Check Provisions — to remove and change certain provisions in the FIAC Charter related to FIAC’s status as a special purpose acquisition company (Advisory Proposal 5B);

(C)	Change in Authorized Shares — to authorize an unlimited number of New PubCo Common Shares and an unlimited number of preferred shares issuable in series with such terms as are determined by the New PubCo Board from time to time (Advisory Proposal 5C);

(D)	Change in Quorum — to provide that the quorum required for shareholder meetings is a minimum of 33^1/3% of shares entitled to vote thereon (Advisory Proposal 5D);

(E)	Removal of Directors — to provide that shareholders may remove a director by resolution of not less than a simple majority of the votes cast in respect thereof (Advisory Proposal 5E);

(F)	Advance Notice — to provide that the time period to provide notice of the time and place of a meeting of shareholders is not less than twenty-one (21) days and not more than fifty (50) days before the meeting (Advisory Proposal 5F);

(G)

Forum Selection — to provide that, unless New PubCo consents in writing to the selection of an alternative forum, the Courts of the Province of Alberta, Canada shall be the sole and exclusive forum for certain disputes involving New PubCo, including derivative actions or proceedings brought on behalf of New PubCo (Advisory Proposal 5G); and

(H)	Shareholder Nominations — to provide that stockholder nominations for the board of directors must be given not less than 30 days prior to the date of the annual meeting of shareholders (Advisory Proposal 5H);

(6)

The Incentive Plan Proposal (Proposal 6) — To consider and vote upon a proposal to adopt the DevvStream Corp. ~~2023~~2024 Equity Incentive Plan (the “Equity Incentive Plan”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex F and the issuance of shares equal to 10% of the fully diluted, and as converted, amount of New PubCo Common Shares to be

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outstanding immediately following consummation of the Business Combination, or approximately shares as equity awards in accordance with the Equity Incentive Plan, if such plan is approved in accordance with the Incentive Plan Proposal (the “Incentive Plan Proposal”); and

(7)

The Adjournment Proposal (Proposal 7) — To consider and vote upon a proposal to adjourn the FIAC Stockholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the FIAC Stockholders Meeting, there are not sufficient votes to approve the Business Combination Proposal, the SPAC Continuance Proposal, the Charter Proposal or the Incentive Plan Proposal (the “Adjournment Proposal,” and together with the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal and the Adjournment Proposal, collectively, the “Proposals”).

Each of the Proposals is more fully described in the accompanying proxy statement/prospectus, which we urge you to read carefully in its entirety, including the annexes and accompanying financial statements of FIAC and DevvStream.

Pursuant to the FIAC Charter, FIAC is providing FIAC public stockholders (as defined below) with the opportunity to have all or a portion of their shares of Class A Common Stock redeemed for cash prior to the SPAC Continuance becoming effective, in advance of the closing of the Proposed Transactions (the “Closing”). The “FIAC public stockholders” are holders of shares of Class A Common Stock included as part of the units sold in FIAC’s initial public offering (the “FIAC Units”) and shares of Class B common stock of FIAC, par value $0.0001 per share (the “Class B Common Stock” and together with the Class A Common Stock, “FIAC Common Stock”), issued to Focus Impact Sponsor, LLC, a Delaware limited liability company and our sponsor (“Sponsor”) prior to FIAC’s initial public offering (the “FIAC IPO”), whether such shares were purchased in the FIAC IPO or in the secondary market following the FIAC IPO and whether or not such holders are affiliates of the Sponsor. Holders of redeemable warrants included as part of the FIAC Units, each whole warrant being exercisable for one share of Class A Common Stock at an exercise price of $11.50 (the “FIAC Warrants”), do not have redemption rights in connection with the Business Combination.

Upon the Closing, FIAC public stockholders may elect to redeem any shares of Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account of FIAC (the “Trust Account”) that holds the remaining proceeds (including interest but less taxes payable) of the FIAC IPO, including over-allotment securities issued to FIAC’s underwriters after the FIAC IPO (on a per share basis, the “Redemption Price”). As of , (the “Record Date”), based on funds in the Trust Account of $ as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Class A Common Stock was approximately $ per share. FIAC public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their Class A Common Stock for cash. This means that FIAC public stockholders who hold Class A Common Stock on or before (two (2) business days before the FIAC Stockholders Meeting) will be eligible to elect to have their Class A Common Stock redeemed for cash in connection with the FIAC Stockholders Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the FIAC Stockholders Meeting.

Notwithstanding the foregoing, a FIAC public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to more than 15% of the Class A Common Stock included in the FIAC Units (including over-allotment securities sold to FIAC’s underwriters after the FIAC IPO) without the prior consent of FIAC. Holders of FIAC Warrants and Class B Common Stock do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding FIAC Units must separate the underlying Class A Common Stock and FIAC Warrants prior to exercising redemption rights with respect to the Class A Common Stock. The Sponsor and FIAC’s officers and directors have agreed to waive their redemption rights with respect to any Class A Common Stock they may hold in connection with the consummation of the Business Combination; and all such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor and our directors and officers beneficially own no5,000,000 shares of the issued and outstanding Class A Common Stock and ~~5,750,000~~750,000 shares of the issued and outstanding Class B ~~Common~~

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Common Stock (or approximately ~~50.2%~~77% of the outstanding FIAC Common Stock). The Sponsor and FIAC’s directors and officers have agreed to vote any FIAC Common Stock owned by them in favor of the Business Combination, which would include the Business Combination Proposal, SPAC Continuance Proposal and the other Proposals.

The approval of the Business Combination Proposal and the SPAC Continuance Proposal require the affirmative vote of the holders of a majority of the issued and outstanding FIAC Common Stock as of the Record Date. The approval of the Charter Proposal requires the affirmative vote of (i) the holders of a majority of the issued and outstanding FIAC Common Stock as of the Record Date and (ii) the affirmative vote of the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class. Approval of the Nasdaq Proposal, the Advisory Charter Amendment Proposals, the Incentive Plan Proposal and the Adjournment Proposal each requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of FIAC Common Stock who are present in person or represented by proxy and entitled to vote thereon at the FIAC Stockholders Meeting. If the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal or the Charter Proposal is not approved, the Advisory Charter Amendment Proposals and the Incentive Plan Proposal will not be presented to the FIAC public stockholders for a vote. The approval of the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal are preconditions to the consummation of the Business Combination. The board of directors of FIAC has already approved the Business Combination.

As of the Record Date, there was approximately $ in the Trust Account. Any redemption of Class A Common Stock by FIAC’s public stockholders will decrease the amount in the Trust Account.

All FIAC public stockholders are cordially invited to virtually attend the FIAC Stockholders Meeting, and we are providing the accompanying proxy statement/prospectus to our stockholders in connection with the solicitation of proxies to be voted at the FIAC Stockholders Meeting (or any adjournments or postponements thereof). Whether or not you plan to attend the FIAC Stockholders Meeting, we urge you to read the accompanying proxy statement/prospectus carefully and submit your proxy to vote on the Business Combination and Proposals contained therein. Please pay particular attention to the section titled “Risk Factors” beginning on page 5865 of the accompanying proxy statement/prospectus.

Your vote is important regardless of the number of shares you own. To ensure your representation at the FIAC Stockholders Meeting, whether you plan to virtually attend the FIAC Stockholders Meeting or not, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the FIAC Stockholders Meeting and vote, obtain a proxy from your broker or bank.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the FIAC Stockholders Meeting. If you fail to return a proxy card or fail to instruct a broker or other nominee how to vote, and do not attend the FIAC Stockholders Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the FIAC Stockholders Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” the Business Combination Proposal, the SPAC Continuance Proposal and the Charter Proposal, but will have no effect on the outcome of any other proposal in the accompanying proxy statement/prospectus.

On behalf of our board of directors, I would like to thank you for your support of Focus Impact Acquisition Corp. and look forward to a successful completion of the Business Combination.

			Sincerely,

			Carl Stanton
			Chief Executive Officer

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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST, PRIOR TO 5:00 P.M., EASTERN TIME, ON , (TWO (2) BUSINESS DAYS BEFORE THE FIAC STOCKHOLDERS MEETING), TENDER YOUR SHARES PHYSICALLY OR ELECTRONICALLY AND SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. PLEASE ALSO AFFIRMATIVELY CERTIFY IN YOUR REQUEST TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY FOR REDEMPTION IF YOU “ARE” OR “ARE NOT” ACTING IN CONCERT OR AS A “GROUP” (AS DEFINED IN SECTION 13(D)(3) OF THE EXCHANGE ACT) WITH ANY OTHER STOCKHOLDER WITH RESPECT TO SHARES OF CLASS A COMMON STOCK. YOU MUST ACT IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE CLASS A COMMON STOCK WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE FIAC STOCKHOLDERS MEETING — REDEMPTION RIGHTS”IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement, passed upon the merits or fairness of the Business Combination Agreement or the transactions contemplated thereby or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT FIAC AND DEVVSTREAM THAT IS NOT INCLUDED IN OR DELIVERED HEREWITH. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO STOCKHOLDERS OF FIAC UPON WRITTEN OR ORAL REQUEST. IF YOU WOULD LIKE TO MAKE SUCH REQUEST, YOU SHOULD CONTACT FIAC IN WRITING AT 1345 AVENUE OF THE AMERICAS, 33^RD FLOOR, NEW YORK, NY 10105, OR BY TELEPHONE AT (212) 213-0243. TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION NO LATER THAN , , WHICH IS FIVE BUSINESS DAYS BEFORE THE DATE YOU MUST MAKE YOUR INVESTMENT DECISION.

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			Page
ABOUT THIS DOCUMENT			1
MARKET AND INDUSTRY DATA			1
TRADEMARKS			1
FREQUENTLY USED TERMS			2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			7
QUESTIONS AND ANSWERS			9
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			2528
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION			4348
RISK FACTORS			5865
THE FIAC STOCKHOLDERS MEETING			~~102~~110
THE BUSINESS COMBINATION PROPOSAL (PROPOSAL 1)			~~108~~117
THE SPAC CONTINUANCE PROPOSAL (PROPOSAL 2)			~~151~~162
THE NASDAQ PROPOSAL (PROPOSAL 3)			~~170~~181
THE CHARTER PROPOSAL (PROPOSAL 4)			~~171~~182
THE ADVISORY CHARTER PROPOSALS (ADVISORY PROPOSALS 5A THROUGH 5H)			~~172~~183
THE INCENTIVE PLAN PROPOSAL (PROPOSAL 6)			~~174~~185
THE ADJOURNMENT PROPOSAL (PROPOSAL 7)			~~181~~192
INFORMATION ABOUT FIAC			~~182~~193
FIAC’S MANAGEMENT			~~185~~196
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FIAC			~~194~~205
INFORMATION ABOUT DEVVSTREAM			~~201~~213
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DEVVSTREAM			~~214~~226
DESCRIPTION OF SECURITIES OF NEW PUBCO			~~222~~236
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK			~~237~~251
BENEFICIAL OWNERSHIP OF SECURITIES			~~238~~252
MANAGEMENT AFTER THE BUSINESS COMBINATION			~~240~~255
EXECUTIVE AND DIRECTOR COMPENSATION OF DEVVSTREAM			~~244~~261
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			~~246~~263
APPRAISAL RIGHTS			~~250~~268
LEGAL MATTERS			~~250~~268
EXPERTS			~~250~~268
TRANSFER AGENT AND REGISTRAR			~~250~~268
DELIVERY OF DOCUMENTS TO STOCKHOLDERS			~~250~~268
SUBMISSION OF STOCKHOLDER PROPOSALS			~~251~~269
FUTURE STOCKHOLDER PROPOSALS			~~251~~269
STOCKHOLDER COMMUNICATIONS			~~251~~269
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS			270
WHERE YOU CAN FIND MORE INFORMATION			~~252~~270
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A BUSINESS COMBINATION AGREEMENT			A-1
ANNEX B POST-CONTINUANCE FIAC ARTICLES			B-1
ANNEX C FORM OF NEW PUBCO BYLAWS			C-1
ANNEX D FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT			D-1
ANNEX E DEVVSTREAM SUPPORT & LOCK-UP AGREEMENT			E-1
ANNEX F DEVVSTREAM CORP. ~~2023~~2024 EQUITY INCENTIVE PLAN			F-1
ANNEX G PLAN OF ARRANGEMENT			G-1
ANNEX H ARRANGEMENT RESOLUTION			H-1
ANNEX I SPONSOR SIDE LETTER			I-1
ANNEX J FAIRNESS OPINION OF HOULIHAN CAPITAL			J-1
ANNEX K FAIRNESS OPINION OF EVANS & EVANS			K-1

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ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by FIAC, constitutes a prospectus of FIAC under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the common shares of New PubCo to be issued to DevvStream Shareholders under the Business Combination Agreement. This document also constitutes a notice of meeting and a proxy statement of FIAC under Section 14(a) of the Exchange Act.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to FIAC stockholders nor the issuance by New PubCo of its common shares in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding FIAC and its business, operations, management and other matters has been provided by FIAC and information contained in this proxy statement/prospectus regarding DevvStream and its business, operations, management and other matters has been provided by DevvStream.

Generally, and unless indicated otherwise, financial data presented about FIAC and DevvStream are presented using U.S. Dollars (“USD”). Additionally, certain financial data about DevvStream are presented using Canadian Dollars (“CAD”). Where neither USD or CAD are expressly noted, $ references are to USD.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains information concerning the market and industry in which DevvStream conducts its business. DevvStream operates in an industry in which it is difficult to obtain precise industry and market information. DevvStream has obtained market and industry data in this proxy statement/prospectus from industry publications and from surveys or studies conducted by third parties that it believes to be reliable. DevvStream cannot assure you of the accuracy and completeness of such information, and it has not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. As a result, you should be aware that it is possible that any such market, industry and other similar data may not in fact be reliable. In addition, any such market, industry and other similar data speaks as of its original publication date (and not as of the date of this proxy statement/prospectus) and DevvStream does not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. While DevvStream is not aware of any misstatements regarding any industry data presented in this proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section titled “Risk Factors” in this proxy statement/prospectus.

TRADEMARKS

This proxy statement/prospectus references the trademark and service mark applications of DevvStream. Such applications include “DEVVSTREAM.” This proxy statement/prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Trademarks and service marks are collectively referred to herein as “Trademarks.” Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ^TMor ^®symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “FIAC” refer to Focus Impact Acquisition Corp.

In this document:

“Aggregate Exercise Price” means the aggregate exercise price of all In-the-Money Options valued in U.S. Dollars calculated using the exchange rate published in the Wall Street Journal, United States Eastern Edition, under the heading “Currency Trading” on the date two (2) Business Days prior to the Effective Time, whether vested or unvested, and all Company Warrants, in each case, outstanding immediately prior to the Effective Time or exercised in cash (and included in such calculation solely to the extent the amount of such exercise price was actually received in cash by DevvStream) after the date hereof and prior to the Effective Time.

“ABCA” means the Business Corporation Act (Alberta).

“Amalco” means the corporate entity resulting from the amalgamation of Amalco Sub and DevvStream.

“Amalco Sub” means Focus Impact Amalco Sub Ltd., a company existing under the laws of the Province of British Columbia and wholly-owned subsidiary of FIAC.

“Amalgamation” means the amalgamation of Amalco Sub and DevvStream.

“Amalgamation Consideration Value” means ~~the Equity Value~~One Hundred Forty-Five Million Dollars plus the Aggregate Exercise Price.

“Arrangement Resolution” means the special resolution approving the ~~Plan~~plan of ~~Arrangement~~arrangement to be considered at the ~~Company Meeting~~special meeting by ~~Company Shareholders (as such terms are defined in the Business Combination Agreement),~~shareholders of DevvStream, substantially in the form attached hereto as Annex H.

“BCBCA” means the Business Corporations Act (British Columbia), as now in effect and as it may be amended from time to time prior to the ~~Effective Date.~~effective time of the Amalgamation.

“Board” or “FIAC Board” means the board of directors of FIAC.

“Business Combination” means the ~~Proposed Transactions~~SPAC Continuance and Amalgamation together with the other transactions related thereto, as contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated September 12, 2023 (as it may be amended or supplemented from time to time), by and among FIAC, Amalco Sub and DevvStream.

“Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of FIAC.

“Class B Common Stock” means the Class B Common Stock, par value $0.0001 per share, of FIAC.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Combined Company” or “New PubCo” means FIAC after giving effect to the SPAC Continuance and Business Combination, and which will include DevvStream and any other direct or indirect subsidiaries of FIAC to the extent reasonably applicable.

“Common Amalgamation Consideration” means, with respect to the Company Securities, a number of New PubCo Common Shares equal to the Amalgamation Consideration Value divided by $10.20.

“Common Conversion Ratio” means, in respect of a common share of DevvStream, the number equal to (a) the Common Amalgamation Consideration divided by (b) the Fully Diluted Common Shares Outstanding.

“Common Stock” means any of the post-continuation shares of FIAC common stock.

“~~Company Convertible Notes~~” means those certain Company Convertible Notes to be issued by DevvStream during the Interim Period in accordance with Section 6.2 of the Business Combination Agreement pursuant to the Company Convertible Notes Subscription Agreements.

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“~~Company Convertible Notes Subscription Agreements~~” means those certain Convertible Note Subscription Agreements to be entered into by DevvStream during the Interim Period in accordance with Section 6.2 of the Business Combination Agreement with respect to the Company Convertible Notes.

“Company Equity Incentive Plans” means the 2022 Equity Incentive Plan of DevvStream Holdings Inc., as amended and restated from time to time, and the 2022 Non-Qualified Stock Option Plan of DevvStream Inc., as amended and restated from time to time.

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“Company Options” means each option (whether vested or unvested) to purchase Company Shares granted under the ~~Company~~2022 Equity Incentive ~~Plans.~~Plan of DevvStream Holdings Inc., as amended and restated from time to time, and the 2022 Non-Qualified Stock Option Plan of DevvStream Inc., as amended and restated from time to time.

“Company RSUs” means each restricted stock unit representing the right to receive payment in Company Shares, granted under a restricted stock unit award agreement.

“Company Securities” means, collectively, the Company Shares, the Company Options, and the Company Warrants.

“Company Shares” means the Multiple Voting Company Shares and the Subordinated Voting Company Shares.

“Company Support Agreements” means the Company Support Agreements, dated September 12, 2023, between DevvStream, FIAC and each of the Core Company Securityholders.

“Company Warrants” or “Legacy Warrants” means the 9,787,343 outstanding common share purchase warrants of DevvStream, which are exercisable for up to 9,787,343 Company Shares.

“Continental” means Continental Stock Transfer & Trust Company, the transfer agent.

“Converted Option” means the Company Options that will convert into an option to purchase a number of New PubCo Common Shares in connection with the Plan of Arrangement.

“Converted RSU” means the Company RSUs that will convert into a New PubCo restricted stock unit, representing the right to receive a number of New PubCo Common Shares in connection with the Plan of Arrangement.

“Converted Warrant” means the Company Warrants that will become exercisable for New PubCo Common Shares in connection with the Plan of Arrangement.

“Converted Private Placement Warrants” means the Private Placement Warrants that will be exchanged for warrants to purchase New PubCo Common Shares in connection with the SPAC Continuance.

“Converted Public Warrants” means the FIAC Warrants that will be exchanged for warrants to purchase New PubCo Common Shares in connection with the SPAC Continuance.

“Convertible Bridge Financing” means DevvStream’s fundraising efforts during the Interim Period, to be memorialized by certain Convertible Bridge Note Subscription Agreements to be entered into by DevvStream in accordance with Section 6.2 of the Business Combination Agreement.

“Convertible Bridge Notes” means those certain convertible notes to be issued by DevvStream during the Interim Period in accordance with Section 6.2 of the Business Combination Agreement pursuant to the Convertible Bridge Note Subscription Agreements.

“Convertible Bridge Note Investors” means the holders of Convertible Bridge Notes.

“Convertible Bridge Note Subscription Agreements” means those certain Convertible Bridge Note Subscription Agreements to be entered into by DevvStream during the Interim Period in accordance with Section 6.2 of the Business Combination Agreement with respect to the Convertible Bridge Notes.

“Core Company Securityholders” means each of Devvio and DevvStream’s directors and officers.

“Court” means the Supreme Court of British Columbia, or other court as applicable.

“Devvio” means Devvio, Inc., a Delaware corporation.

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

“DevvStream Meeting” means the special meeting of DevvStream Shareholders ~~including any adjournment or postponement thereof in accordance with the terms of the Business Combination Agreement, to be called and held in accordance with the Interim Order~~ to consider the Plan of Arrangement and for any other purpose as may be set forth in the DevvStream notice of shareholder meeting and accompanying management information circular, and agreed to in writing by FIAC, acting reasonably.

“DTC” means Depository Trust Company.

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“Effective Time” means the effective time of the Amalgamation in accordance with the BCBCA.

“Equity Incentive Plan” means the DevvStream Corp. ~~2023~~2024 Equity Incentive Plan.

“Equity Value” means One Hundred Forty-Five Million Dollars ($145,000,000).

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“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“FIAC Charter” means the Amended and Restated Certificate of Incorporation of FIAC, dated October 27, 2021.

“FIAC Common Stock” means the Class A Common Stock and the Class B Common Stock.

“FIAC IPO,” “IPO” or “Initial Public Offering” means FIAC’s initial public offering that was consummated on November 1, 2021.

“FIAC IPO Prospectus” means the final prospectus of FIAC, dated as of October 27, 2021, and filed with the SEC pursuant to Rule 424(b) under the Securities Act on October 29, 2021 (File No. 333-255448).

“FIAC public stockholders” means the holders of Class A Common Stock.

“FIAC Stockholders Meeting” means the special meeting of the stockholders of FIAC, to be held virtually at a.m., Eastern Time, on .

“FIAC Units” mean the units issued in the FIAC IPO, including any over-allotment securities acquired by FIAC’s underwriters, consisting of (a) one share of Class A Common Stock and (b) one-half of one redeemable warrant, exercisable for one share of Class A Common Stock at an exercise price of $11.50.

“FIAC Warrants” mean the warrants underlying the FIAC Units issued in the FIAC IPO. Each whole FIAC Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share.

“Final Order” means the final order of the Court, in a form acceptable to each of DevvStream, FIAC and Amalco, each acting reasonably, approving the Plan of Arrangement, as such order may be amended by the Court at any time prior to the Closing Date or as such order may be affirmed or amended on ~~appeal (provided,~~appeal.

“First Sponsor Working Capital Loan” means that ~~any such amendment is satisfactory to each~~certain Promissory Note, dated as of ~~DevvStream,~~May 9, 2023, by FIAC ~~and Amalco, acting reasonably).~~in favor of Sponsor.

“Founder Shares” means the 5,750,000 shares of Class B Common Stock owned by the ~~Sponsor.~~Sponsor, a portion of which was converted into Class A Common Stock in accordance with the FIAC Charter.

“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~~multiple voting shares of DevvStream, without par value, that are issued and outstanding, plus (b) the aggregate number of ~~Subordinated Voting Company Shares~~subordinated voting shares of DevvStream, without par value, that are issued and outstanding, plus (c) the aggregate number of ~~Subordinated Voting Company Shares~~subordinated voting shares of DevvStream 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~~subordinated voting shares of DevvStream 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~~subordinated voting shares of DevvStream to be issued pursuant to the vesting of the Company RSUs in accordance therewith.

“Initial Stockholders” means the Sponsor and any other holders of the Founder Shares prior to the FIAC IPO (or their permitted transferees), if any.

“In-the-Money Option” means each Company Option for which the exercise price per share subject to such Company Option is less than the Common Conversion Ratio multiplied by $10.20.

“Interim Period” means the period from the date of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement or the Closing.

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and FIAC, each acting reasonably, providing for, among other things, the calling and holding of the DevvStream Meeting, as the same may be amended by the Court or with the consent of the DevvStream and FIAC, such consent not to be unreasonably withheld, conditioned or delayed.

“Investor Presentation” refers to that certain Investor Presentation, dated as of September 2023, available to the public on FIAC's website.

“Multiple Voting Company Shares” means the multiple voting shares of DevvStream, without par value.

“New PubCo” means FIAC following the SPAC Continuance.

“New PubCo Board” means the board of directors of New PubCo following the completion of the Business Combination.

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“New PubCo Bylaws” means the bylaws of New PubCo following the completion of the SPAC Continuance.

“New PubCo Charter” means the articles of continuance of New PubCo following the completion of the SPAC Continuance.

“New PubCo Common Shares” means, following the SPAC Continuance, the common shares of New PubCo.

“New PubCo Governing Documents” means the New PubCo Bylaws and the New PubCo Charter.

“New PubCo Warrants” means collectively, the Converted Public Warrants and the Converted Private Placement Warrants.

“Per Common Share Amalgamation Consideration” means (i) with respect to each ~~Multiple Voting Company Share,~~multiple voting share of DevvStream, without par value, an amount of New PubCo Common Shares equal to (a) ten (10), multiplied by (b) the Common Conversion Ratio, and (ii) with respect to each ~~Subordinated Voting Company Share,~~subordinated voting share of DevvStream, without par value, an amount of New PubCo Common Shares equal to the Common Conversion Ratio.

“PIPE Investors” means the investors signatory to those certain PIPE subscription agreements, dated as of , entered into in connection with the Business Combination Agreement.

“Plan of Arrangement” means the plan of arrangement under Section 288 of the BCBCA, substantially in the form attached hereto as Annex G and any amendments, modifications or supplements thereto made in accordance with the terms thereof, pursuant to which FIAC, Amalco Sub and DevvStream will carry out the Business Combination.

“Post-continuance FIAC Articles” means the new articles of continuance of FIAC to be effective upon the SPAC Continuation.

“Private Placement” means the private placement consummated simultaneously with the FIAC IPO in which FIAC issued to the Sponsor the Private Placement Warrants.

“Private Placement Warrants” means the warrants issued to our Sponsor in the Private Placement that closed simultaneously with the closing of the IPO which entitles the holder thereof to purchase one whole share of Class A Common Stock at $11.50 per share.

“Proposals” means the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal and the Adjournment Proposal.

“Proposed Transactions” means the SPAC Continuance and the Amalgamation, together with the other transactions related thereto.

“Public Shares” means the Class A Common Stock included in the FIAC Units and the Class A Common Stock underlying the FIAC Warrants.

“Record Date” refers to , the date for determining the holders of FIAC Common Stock entitled to receive notice of and to vote at the FIAC Stockholders Meeting.

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“Redemption” means the right of the holders of Class A Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus and the FIAC Charter.

“Registration Rights Agreement” means the Registration Rights Agreement to be entered into as of the Closing Date, by and among FIAC, the Sponsor and the Core Company Securityholders.

“Required Proposals” means the Business Combination Proposal, the SPAC Continuance Proposal, the Incentive Plan Proposal and the Nasdaq Proposal.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Sponsor Working Capital Loan” means that certain Promissory Note, dated as of ~~November 30,~~December 1, 2023, by FIAC in favor of Sponsor.

“Securities Act” means the United States Securities Act of 1933, as amended.

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“Sponsor” means Focus Impact Sponsor, LLC.

“Sponsor Working Capital Loans” means collectively, the First Sponsor Working Capital Loan~~” means that certain Promissory Note, dated as of May 9, 2023, by FIAC in favor of Sponsor.~~ and the Second Working Capital Loan.

“Subordinated Voting Company Shares” means the subordinate voting shares of DevvStream, without par value.

“Termination Date” means the date by which FIAC has to consummate an initial business combination pursuant to the FIAC Charter, which may be extended on a monthly basis for up to nine times by an additional one month each time by resolution of the FIAC Board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until ~~May~~November 1, 2024, unless the closing of FIAC’s initial business combination shall have occurred prior to such date.

“Treasury Regulations” means the U.S. Treasury regulations promulgated under the Code.

“Trust Account” means the trust account of FIAC, which holds the net proceeds of the FIAC IPO, including from over-allotment securities sold by FIAC’s underwriters, and the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay tax obligations and up to $100,000 for dissolution expenses, and amounts paid pursuant to redemptions.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“Warrants” means any of the FIAC Warrants and the Private Placement Warrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement/prospectus constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the current views of FIAC and DevvStream with respect to, among other things, the plans, strategies and prospects, both business and financial, of FIAC and DevvStream. These statements are based on the beliefs and assumptions of the management of FIAC and DevvStream. Likewise, the financial statements included herein and all of the statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect FIAC’s and DevvStream’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Neither FIAC nor DevvStream can guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

the ability of FIAC and DevvStream prior to the Business Combination to meet the conditions to closing of the Business Combination, including approval by stockholders of FIAC and DevvStream of the Business Combination and related proposals;

the ability of the Combined Company following the Business Combination, to realize the benefits from the Business Combination;

changes in the market price of New PubCo Common Shares after the Business Combination, which may be affected by factors different from those currently affecting the price of shares of Class A Common Stock;

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

the ability of FIAC and DevvStream to obtain the Interim Order and the Final Order;

the ability of FIAC and DevvStream prior to the Business Combination, and the Combined Company following the Business Combination, to obtain and/or maintain the listing of the New PubCo Common Shares on Nasdaq following the Business Combination;

future financial performance following the Business Combination;

public securities’ potential liquidity and trading;

the use of proceeds not held in the Trust Account or available to FIAC from interest income on the Trust Account balance;

the impact from the outcome of any known and unknown litigation;

the ability of the Combined Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;

expectations regarding future expenditures of the Combined Company following the Business Combination;

the future mix of revenue and effect on gross margins of the Combined Company following the Business Combination;

changes in interest rates or rates of inflation;

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the attraction and retention of qualified directors, officers, employees and key personnel of FIAC and DevvStream prior to the Business Combination, and the Combined Company following the Business Combination;

the ability of the Combined Company to compete effectively in a competitive industry;

the ability to protect and enhance DevvStream’s and the Combined ~~Company's~~Company’s corporate reputation and brand;

expectations concerning the relationships and actions of DevvStream and its affiliates with third parties;

the impact from future regulatory, judicial and legislative changes in DevvStream’s or the Combined Company’s industry;

the ability to locate and acquire complementary products or product candidates and integrate those into DevvStream’s or the Combined Company’s business;

future arrangements with, or investments in, other entities or associations;

intense competition and competitive pressures from other companies in the industries in which the Combined Company will operate;

the financial and other interests of the FIAC Board, which may have influenced the FIAC Board’s decision to approve the Business Combination;

the volatility of the market price and liquidity of the Class A Common Stock and other securities of FIAC; and

•	~~other factors detailed under the section titled “Risk Factors~~ other factors detailed under the section titled “Risk Factors.”

While forward-looking statements reflect FIAC’s and DevvStream’s good faith beliefs, they are not guarantees of future performance. FIAC and DevvStream disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other risks and uncertainties, please see the section titled “Risk Factors” in FIAC’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 6, 2023 and in other reports FIAC files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to FIAC and DevvStream (or to third parties making the forward-looking statements).

ENFORCEMENT OF CIVIL LIABILITIES

DevvStream is, and New PubCo will be, organized under the laws of the Province of British Columbia, Canada and Alberta, Canada, respectively. Certain assets of DevvStream are located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon DevvStream or New Pubco or to enforce against DevvStream or New Pubco judgments obtained in the U.S. courts predicated upon civil liability provisions of the federal securities laws of the United States.

THERE IS DOUBT WHETHER PROCEEDINGS CAN SUCCESSFULLY BE PURSUED IN CANADIAN COURTS BASED UPON VIOLATIONS OF U.S. FEDERAL OR STATE SECURITIES LAWS FOR WHICH NO EQUIVALENT OR SIMILAR CLAIMS ARE AVAILABLE IN CANADIAN LAW. MOREOVER, DEPENDING ON THE CIRCUMSTANCES AND NATURE OF RELIEF OBTAINED, THERE MAY ALSO BE DOUBT AS TO THE ENFORCEABILITY IN CANADIAN COURTS OF JUDGMENTS OF U.S. COURTS OBTAINED IN ACTIONS BASED UPON THE CIVIL LIABILITY PROVISIONS OF THE U.S. FEDERAL OR STATE SECURITIES LAWS OR OTHER LAWS OF THE UNITED STATES OR ANY STATE THEREOF OR THE EQUIVALENT LAWS OF OTHER JURISDICTIONS. THEREFORE, IT MAY NOT BE POSSIBLE TO SUCCESSFULLY ASSERT CERTAIN CLAIMS, OR ENFORCE JUDGMENTS OBTAINED IN CERTAIN UNITED STATES PROCEEDINGS, AGAINST DEVVSTREAM OR NEW PUBCO, THEIR RESPECTIVE DIRECTORS AND OFFICERS NAMED IN THIS PROSPECTUS OR ANY FUTURE GUARANTORS INCORPORATED OR ORGANIZED UNDER THE LAWS OF CANADA OR ANY PROVINCE OR TERRITORY THEREOF, OR THEIR RESPECTIVE DIRECTORS AND OFFICERS.

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QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the FIAC Stockholders Meeting. The following questions and answers do not include all the information that is important to stockholders of FIAC. We urge the stockholders of FIAC to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

QUESTIONS AND ANSWERS ABOUT THE FIAC PROPOSALS

Q:	Why am I receiving this proxy statement/prospectus?

FIAC stockholders are being asked to consider and vote upon a proposal to approve the Business Combination contemplated by the Business Combination Agreement, among other proposals. As a result of the Amalgamation, DevvStream will become a wholly-owned subsidiary of New PubCo. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the FIAC Stockholders Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

THE VOTE OF FIAC STOCKHOLDERS IS IMPORTANT. FIAC STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Below are proposals on which FIAC stockholders are being asked to vote.

(1)	The Business Combination Proposal (Proposal 1)

To approve and adopt the Business Combination Agreement, dated as of September 12, 2023, by and among Focus Impact Acquisition Corp., a Delaware corporation, Focus Impact Amalco Sub Ltd., a company existing under the laws of the Province of British Columbia and wholly-owned subsidiary of FIAC, and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia, and approve the transactions contemplated thereby, including:

a.	prior to the Effective Time, FIAC will continue from the State of Delaware under the Delaware General Corporation Law to the Province of Alberta under the Business Corporations Act (Alberta) and change its name to DevvStream Corp.;

following the SPAC Continuance, and in accordance with the applicable provisions of the Plan of Arrangement and the Business Corporations Act (British Columbia), Amalco Sub and DevvStream will amalgamate to form Amalco, and as a result of the Amalgamation, (i) each Company Share issued and outstanding immediately prior to the Effective Time (as such term is defined in the Plan of Arrangement) will be automatically exchanged for that certain number of New PubCo Common Shares equal to the applicable Per Common Share Amalgamation Consideration, (ii) each Company Option and Company RSU issued and outstanding immediately prior to the Effective Time will be cancelled and converted into Converted Options and Converted RSUs, respectively, in an amount equal to the Company Shares underlying such Company Option or Company RSU, respectively, multiplied by the Common Conversion Ratio (and, for Company Options, at an adjusted exercise price equal to the exercise price for such Company Option immediately prior to the Effective Time divided by the Common Conversion Ratio), (iii) each Company Warrant issued and outstanding immediately prior to the Effective Time shall become exercisable for New PubCo Common Shares in an amount equal to the Company Shares underlying such Company Warrant multiplied by the Common Conversion Ratio (and at an adjusted exercise price equal to the exercise price for such Company Warrant prior to the Effective Time divided by the Common Conversion Ratio), (iv) each holder of ~~Company~~ Convertible Bridge Notes, ~~(as defined in the Business Combination Agreement),~~ 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 Bridge Notes, (v) Amalco will be the resulting entity in the Amalgamation and (vi) each common

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~~resulting entity in the Amalgamation and (vi) 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; and

the DevvStream Shareholders as of the Effective Time, will receive 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 Company Options and Company Warrants immediately prior to the Effective Time (or exercised in cash prior to the Effective Time) divided by (b) $10.20, all as more particularly described elsewhere in this proxy statement/prospectus.

In addition to the approval of the Proposals at the FIAC Stockholders Meeting, unless waived by the parties to the Business Combination Agreement, in accordance with applicable law, the Closing is subject to a number of conditions set forth in the Business Combination Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement — Conditions to the Closing.”

The Business Combination Agreement may be terminated at any time prior to the Closing upon agreement of DevvStream and FIAC, or by DevvStream or FIAC acting alone, in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the section titled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement — Termination.”

Pursuant to the FIAC Charter, in connection with the Business Combination, holders of Class A Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the FIAC Charter. As of the Record Date, the pro rata portion of the funds available in the Trust Account for the Class A Common Stock was approximately $ per share. If a holder exercises its redemption rights in connection with the Business Combination, then such holder will be exchanging its Class A Common Stock for cash and will only have equity interests in New PubCo pursuant to its right to the exercise of its FIAC Warrants, to the extent it still holds FIAC Warrants. Such a holder will be entitled to receive cash for its Class A Common Stock only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the FIAC Stockholders Meeting. Holders of Class A Common Stock may elect to redeem their shares whether or not such shares are voted at the FIAC Stockholders Meeting. See the section titled “The FIAC Stockholders Meeting — Redemption Rights.”

The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals and the Incentive Plan Proposal are approved at the FIAC Stockholders Meeting. In addition, the Advisory Charter Proposals and the Incentive Plan Proposal are conditioned on the approval of the SPAC Continuance Proposal and the Business Combination Proposal (and the SPAC Continuance Proposal and the Business Combination Proposal are conditioned on the approval of the Advisory Charter Proposals, the Incentive Plan Proposal and the Nasdaq Proposal). The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

The New PubCo Board will increase to up to nine members upon the Closing.

See “The Advisory Charter Proposals” below for more information.

The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

(2)	The SPAC Continuance (Proposal 2)

To consider and vote upon a proposal to approve the SPAC Continuance, and in connection therewith, the adoption of the new articles of continuance of FIAC effective upon the SPAC Continuance in substantially the form attached to this proxy statement/prospectus as Annex B.

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(3)	The Nasdaq Proposal (Proposal 3)

To consider and vote upon a proposal to approve, for purposes of complying with the Nasdaq Listing Rules, the issuance of shares of Class A Common Stock pursuant to the Business Combination Agreement.

(4)	The Charter Proposal (Proposal 4)

To consider and vote upon a proposal to approve, by special resolution, and adopt the articles of continuance and bylaws of New PubCo in substantially the form attached to the proxy statement/prospectus as Annex B and Annex C, respectively, (the “New PubCo Governing Documents”).

(5)	The Advisory Charter Proposals (Advisory Proposals 5A through 5H)

To consider and vote upon, on a non-binding, advisory basis, certain differences set forth below between FIAC’s existing organizational documents (the “FIAC Charter”) and the New PubCo Governing Documents, which are being presented in accordance with the requirements of the SEC as seven separate sub-proposals. By presenting these proposals separately, we intend to provide stockholders a means to communicate their separate views on important governance provisions to the Board:

(A)	Name Change — to provide that the name of FIAC shall be changed to “DevvStream Corp.” (Advisory Proposal 5A);

(B)	Amendment of Blank Check Provisions — to remove and change certain provisions in the FIAC Charter related to FIAC’s status as a special purpose acquisition company (Advisory Proposal 5B);

(C)	Change in Authorized Shares — to authorize an unlimited number of New PubCo Common Shares and an unlimited number of preferred shares issuable in series with such terms as are determined by the New PubCo Board from time to time (Advisory Proposal 5C);

(D)	Change in Quorum — to provide that the quorum required for shareholder meetings is a minimum of 33^1/3% of shares entitled to vote thereon (Advisory Proposal 5D);

(E)	Removal of Directors — to provide that stockholders may remove a director by resolution of not less than a simple majority of the votes cast in respect thereof (Advisory Proposal 5E);

(F)	Advance Notice — to provide that the time period to provide notice of the time and place of a meeting of shareholders is not less than twenty-one (21) days and not more than fifty (50) days before the meeting (Advisory Proposal 5F);

(G)

(H)	Stockholder Nominations — to provide that stockholder nominations for the board of directors must be given not less than 30 days prior to the date of the annual meeting of shareholders (Advisory Proposal 5H);

(6)	The Incentive Plan Proposal (Proposal 6)

FIAC is proposing that its stockholders approve and adopt the DevvStream Corp. ~~2023~~2024 Equity Incentive Plan, which will become effective upon the Closing.

The Equity Incentive Plan will reserve a number of New PubCo Common Shares equal to 10% of the fully diluted, and as converted, amount of New PubCo Common Shares to be outstanding immediately following consummation of the Business Combination, or shares, for issuance for awards in accordance with the terms of the Equity Incentive Plan. The purpose of the Equity Incentive Plan is to assist in attracting, retaining, motivating, and rewarding certain key employees, officers, directors, and

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consultants of New PubCo and its affiliates and promoting the creation of long-term value for shareholders of New PubCo by closely aligning the interests of such individuals with those of other shareholders. The Equity Incentive Plan authorizes the award of share-based incentives to encourage eligible employees, officers, directors, and consultants, as described below, to expend maximum effort in the creation of shareholder value.

A summary of the Equity Incentive Plan is set forth in the “The Incentive Plan Proposal (Proposal 6)” section of this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto as Annex F. You are encouraged to read the Equity Incentive Plan in its entirety.

(7)	The Adjournment Proposal (Proposal 7)

To consider and vote upon a proposal to adjourn the FIAC Stockholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the FIAC Stockholders Meeting, there are not sufficient votes to approve the Business Combination Proposal, the SPAC Continuance Proposal, the Charter Proposal, the Advisory Charter Proposals or the Incentive Plan Proposal.

Q:	When and where will the FIAC Stockholders Meeting take place?

A:	The FIAC Stockholders Meeting will be held on , at a.m., Eastern Time, via live audio webcast at https://www.cstproxy.com/focus-impact/~~sm2023~~2024 or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Q:	Are the proposals conditioned on one another?

Unless the Business Combination Proposal and the SPAC Continuance Proposal are approved, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals and the Incentive Plan Proposal will not be presented to the stockholders of FIAC at the FIAC Stockholders Meeting, insofar as the Incentive Plan Proposal, the Charter Proposal, the Advisory Charter Proposals and the Nasdaq Proposal are conditioned on the approval of the Business Combination Proposal and the SPAC Continuance Proposal (and the Business Combination Proposal and the SPAC Continuance Proposal are conditioned on the approval of the Incentive Plan Proposal, the Charter Proposal, the Advisory Charter Proposals and the Nasdaq Proposal). The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that if the Business Combination Proposal and the SPAC Continuance Proposal do not receive the requisite vote for approval, we will not consummate the Business Combination. If FIAC does not consummate the Business Combination and fails to complete an initial business combination by ~~May~~November 1, 2024, FIAC will be required, in accordance with the FIAC Charter, to dissolve and liquidate its Trust Account by returning the then remaining funds in such account (less amounts released to pay tax obligations and up to $100,000 for dissolution expenses, and amounts paid pursuant to redemptions) to its public stockholders, unless it seeks and obtains the approval of FIAC stockholders to amend the FIAC Charter to extend such date.

Q:	What will happen in the Business Combination?

At the Closing, Amalco Sub and DevvStream will amalgamate to form Amalco, as a result of which the DevvStream Shareholders will receive newly issued New PubCo Common Shares, and upon consummation of the Business Combination, Amalco will become a wholly-owned subsidiary of FIAC and FIAC will change its name to DevvStream Corp. After the Closing, the cash held in the Trust Account will be released from the Trust Account and used to pay each of FIAC’s and DevvStream’s transaction expenses and other liabilities of FIAC due as of the Closing, and for working capital and general corporate purposes. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus asAnnex A.

Q:	What equity stake will current stockholders of FIAC and DevvStream securityholders hold in the Combined Company after the Closing?

It is anticipated that, upon the completion of the Business Combination, FIAC’s public stockholders will retain an ownership interest of approximately ~~14.2%~~9.1% of the outstanding shares of New PubCo, Sponsor will retain an ownership interest of approximately ~~25.9%~~27.3% of the outstanding shares of New PubCo, the

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DevvStream Shareholders will own approximately ~~59.9%~~63.5% of the outstanding shares of New PubCo and investors signatory to those certain PIPE subscription agreements, dated as of (the “PIPE Investors”), will own approximately % of the outstanding shares of New PubCo. The foregoing ownership percentages with respect to New PubCo following the Business Combination exclude any outstanding Warrants and assume that (i) there are no redemptions of any shares by FIAC’s public stockholders in connection with the Business Combination and (ii) no awards are issued under the Equity Incentive Plan. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the FIAC public stockholders in New PubCo will be different. Because the level of stockholder redemptions will not be known until the FIAC Stockholders Meeting, holders of Class A Common Stock will not know at the time of the vote the percentage of the Combined Company’s outstanding capital stock that they will hold.

If any of the FIAC public stockholders exercise their redemption rights, the percentage of New PubCo’s outstanding common shares held by FIAC’s public stockholders will decrease and the percentages of New PubCo’s outstanding New PubCo Common Shares held by the Sponsor and by the DevvStream Shareholders will increase, in each case relative to the percentage held if none of the Class A Common Stock is redeemed. If any of FIAC’s public stockholders redeem their Class A Common Stock at Closing but continue to hold FIAC Warrants after the Closing, the aggregate market value of the FIAC Warrants that may be retained by them, based on the closing trading price per FIAC Warrant as of the Record Date, would be $ regardless of the amount of redemptions by the public stockholders. Upon the issuance of New PubCo Common Shares in connection with the Business Combination, the percentage ownership of New PubCo by FIAC’s public stockholders who do not redeem their Class A Common Stock will be diluted. FIAC public stockholders that do not redeem their Class A Common Stock in connection with the Business Combination will experience further dilution upon the exercise of FIAC Warrants that are retained after the Closing by redeeming FIAC public stockholders. The percentage of the total number of outstanding shares that will be owned by FIAC’s public stockholders as a group will vary based on the number of Class A Common Stock for which the holders thereof request redemption in connection with the Business Combination. The following table illustrates varying beneficial ownership levels in the Combined Company as ~~well as~~of the Closing Date, without taking into account possible sources and extents of dilution for non-redeeming public stockholders, assuming no redemptions by public stockholders, 25% redemption by public stockholders, 50% redemption by public stockholders, 75% redemption by public stockholders and the maximum redemptions by public stockholders:

No
redemptions⁽¹⁾

50% of
maximum
redemption⁽²⁾

Maximum
redemption⁽³⁾⁽⁴⁾
FIAC public stockholders⁽⁵⁾

5,702,791

2,851,396

—
Sponsor⁽⁶⁾⁽⁷⁾

5,175,000

5,175,000

5,175,000
DevvStream Shareholders⁽⁸⁾

11,991,821

11,991,821

11,991,821
Total

22,869,612

20,018,217

17,166,821

	Share Ownership DevvStream Holdings Inc.
	Pro Forma Combined (Assuming No Redemptions)⁽¹⁾		Pro Forma Combined (Assuming 25% Redemptions)⁽²⁾		Pro Forma Combined (Assuming 50% Redemptions)⁽³⁾		Pro Forma Combined (Assuming 75% Redemptions)⁽⁴⁾		(Assuming Maximum Redemptions)⁽⁵⁾⁽⁶⁾
	Number of Shares	% Ownership	Number of Shares	% Ownership	Number of Shares	% Ownership	Number of Shares	% Ownership	Number of Shares	% Ownership
Sponsor and initial FIAC stockholders⁽⁷⁾⁽⁸⁾	5,175,000	27.3%	5,175,000	28.0%	5,175,000	28.6%	5,175,000	29.3%	5,175,000	30.1%
FIAC public stockholders⁽⁹⁾	1,717,578	9.1%	1,288,184	7.0%	858,789	4.8%	429,395	2.4%	—	0.0%
Former DevvStream shareholders⁽¹⁰⁾	12,016,196	63.5%	12,016,196	64.9%	12,016,196	66.5%	12,016,196	68.2%	12,016,196	69.8%
Former DevvStream Convertible Bridge Note Investors	13,072	0.1%	13,072	0.1%	13,072	0.1%	13,072	0.1%	13,072	0.1%
Total	18,921,846	100.0%	18,492,452	100.0%	18,063,057	100.0%	17,633,663	100.0%	17,204,268	100.0%

(1)	Assumes that no Class A Common Stock is redeemed.

(2)	Assumes ~~that 50%~~25% of the shares of Class A Common Stock are redeemed for aggregate redemption payments of approximately ~~$30.8~~$4.5 million, assuming a ~~$10.79~~$10.42 per share redemption price and based on funds in the Trust Account as of September 30, 2023.

(3)	Assumes 50% of the shares of Class A Common Stock are redeemed for aggregate redemption payments of approximately $9.0 million, assuming a $10.42 per share redemption price and based on funds in the Trust Account as of September 30, 2023.

(4)	Assumes 75% of the shares of Class A Common Stock are redeemed for aggregate redemption payments of approximately $13.4 million, assuming a $10.42 per share redemption price and based on funds in the Trust Account as of September 30, 2023.

(5)	Assumes the maximum amount of shares of Class A Common Stock are redeemed for aggregate redemption payments of approximately ~~$61.5~~$17.9 million, assuming a ~~$10.79~~$10.42 per share redemption price and based on funds in the Trust Account as of September 30, 2023.

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~~(4)~~
(6)

Excludes the 1,025,000 Private Placement Warrants exchanged for the payment of the Sponsor Working Capital Loan, given the expectation that these warrants will not be in the money at the time of ~~Closing.~~closing.

~~(5)~~

~~Excludes 11,500,000 Private Placement Warrants as the warrants are not expected to be in the money at Closing.~~

~~(6)~~
(7)

Includes 3,450,000 Founder Shares held by FIAC’s Sponsor, 1,725,000 Founder Shares held by other investors that will convert into New PubCo Common ~~Stock.~~Shares.

~~(7)~~
(8)

Excludes 11,200,000 Private Placement Warrants as the warrants are not expected to be in the money at Closing.

~~(8)~~
(9)

Excludes 11,500,000 FIAC Warrants as the warrants are not expected to be in the money at Closing.

(10)

Excludes shares underlying (i) Legacy Warrants, which will be exercisable for ~~1,398,479~~1,371,940 shares at a weighted average exercise price of ~~$4.66~~$4.73 per share, (ii) Converted Options, which will be exercisable for ~~648,258~~648,153 shares at a weighted average exercise price of $4.01 per share and (iii) ~~1,070,692~~1,070,519 Converted RSUs, as well as shares available for future issuance pursuant to the proposed Equity Incentive Plan.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions. See the section titled “Unaudited Pro Forma Combined Financial Information” for further information.

The table below presents possible sources of dilution and the extent of such dilution that non-redeeming FIAC public stockholders could experience in connection with the Business Combination across the redemption scenarios.

	Share Ownership DevvStream Holdings Inc.
	Pro Forma Combined (Assuming No Redemptions)⁽¹⁾		Pro Forma Combined (Assuming 25% Redemptions)⁽²⁾		Pro Forma Combined (Assuming 50% Redemptions)⁽³⁾		Pro Forma Combined (Assuming 75% Redemptions)⁽⁴⁾		(Assuming Maximum Redemptions)⁽⁵⁾⁽⁶⁾
	Number of Shares	% Ownership	Number of Shares	% Ownership	Number of Shares	% Ownership	Number of Shares	% Ownership	Number of Shares	% Ownership
Sponsor and initial FIAC stockholders⁽⁷⁾	5,175,000	11.6%	5,175,000	11.7%	5,175,000	11.8%	5,175,000	11.9%	5,175,000	11.8%
FIAC public stockholders	1,717,578	3.8%	1,288,184	2.9%	858,789	2.0%	429,395	1.0%	—	0.0%
Former DevvStream shareholders	12,016,196	26.9%	12,016,196	27.1%	12,016,196	27.4%	12,016,196	27.6%	12,016,196	27.3%
Former DevvStream Convertible Bridge Note Investors	13,072	0.0%	13,072	0.0%	13,072	0.0%	13,072	0.0%	13,072	0.0%
New PubCo Warrants⁽⁸⁾	1,371,940	3.1%	1,371,940	3.1%	1,371,940	3.1%	1,371,940	3.2%	1,371,940	3.1%
New PubCo RSUs⁽⁸⁾	1,070,519	2.4%	1,070,519	2.4%	1,070,519	2.4%	1,070,519	2.5%	1,070,519	2.4%
New PubCo Stock Options⁽⁸⁾	648,153	1.5%	648,153	1.5%	648,153	1.6%	648,153	1.6%	648,153	1.5%
FIAC Warrants	11,500,000	25.7%	11,500,000	26.0%	11,500,000	26.2%	11,500,000	26.5%	11,500,000	26.1%
FIAC Private Placement Warrants	11,200,000	25.0%	11,200,000	25.3%	11,200,000	25.5%	11,200,000	25.7%	12,225,000	27.8%
Total	44,712,458	100.0%	44,283,064	100.0%	43,853,669	100.0%	43,424,275	100.0%	44,019,880	100.0%

(1)	Assumes that no Class A Common Stock is redeemed.

(2)	Assumes 25% of the shares of Class A Common Stock are redeemed for aggregate redemption payments of approximately $4.5 million, assuming a $10.42 per share redemption price and based on funds in the Trust Account as of September 30, 2023.

(3)	Assumes 50% of the shares of Class A Common Stock are redeemed for aggregate redemption payments of approximately $9.0 million, assuming a $10.42 per share redemption price and based on funds in the Trust Account as of September 30, 2023.

(4)	Assumes 75% of the shares of Class A Common Stock are redeemed for aggregate redemption payments of approximately $13.4 million, assuming a $10.42 per share redemption price and based on funds in the Trust Account as of September 30, 2023.

(5)	Assumes the maximum amount of shares of Class A Common Stock are redeemed for aggregate redemption payments of approximately $17.9 million, assuming a $10.42 per share redemption price and based on funds in the Trust Account as of September 30, 2023.

(6)	Includes 1,025,000 Private Placement Warrants exchanged for the payment of the Sponsor Working Capital Loan.

(7)	Includes 3,450,000 Founder Shares held by FIAC’s Sponsor, 1,725,000 Founder Shares held by other investors that will convert into New PubCo Common Shares.

(8)

Represents shares underlying (i) Legacy Warrants, which will be exercisable for 1,371,940 shares at a weighted average exercise price of $4.73 per share, (ii) Converted Options, which will be exercisable for 648,153 shares at a weighted average exercise price of $4.01 per share and (iii) 1,070,519 Converted RSUs, as well as shares available for future issuance pursuant to the proposed Equity Incentive Plan.

Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.

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Q:	What conditions must be satisfied to complete the Business Combination?

There are a number of closing conditions in the Business Combination Agreement, including the approval by the FIAC stockholders of the Business Combination Approval, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal. The Nasdaq Proposal and the Incentive Plan Proposal are subject to and conditioned on the approval of the Business Combination Proposal and the SPAC Continuance Proposal. The Business Combination Proposal and the SPAC Continuance Proposal are subject to and conditioned on the approval of the Nasdaq Proposal and the Incentive Plan Proposal. For a summary of the conditions that must be satisfied or waived prior to the Closing, see the section titled “~~The Business Combination Proposal (Proposal 1) — The Business Combination Agreement~~

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Incentive Plan Proposal are subject to and conditioned on the approval of the Business Combination Proposal and the SPAC Continuance Proposal. The Business Combination Proposal and the SPAC Continuance Proposal are subject to and conditioned on the approval of the Nasdaq Proposal and the Incentive Plan Proposal. For a summary of the conditions that must be satisfied or waived prior to the Closing, see the section titled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement.”

Q:	Why is FIAC providing stockholders with the opportunity to vote on the Business Combination?

Under the FIAC Charter, FIAC must provide all holders of its Class A Common Stock with the opportunity to have their Class A Common Stock redeemed upon the consummation of FIAC’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, FIAC has elected to provide its stockholders with the opportunity to have their Class A Common Stock redeemed in connection with a stockholder vote rather than a tender ~~offer.~~offer because the terms of the transaction require FIAC to seek stockholder approval under applicable law and stock exchange listing requirements. Therefore, FIAC is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their Class A Common Stock in connection with the Closing.

Q:	Did the FIAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

Yes. On September 12, 2023, Houlihan Capital delivered an oral opinion to the FIAC Board, which opinion was subsequently confirmed by delivery of a written opinion dated September 12, 2023 addressed to the FIAC Board (the “HC Opinion”), to the effect that, as of the date of the HC Opinion and based upon and subject to the assumptions, conditions and limitations set forth in the HC Opinion, the Business Combination is fair to the holders of shares of Class A Common Stock from a financial point of view.

The full text of the HC Opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the HC Opinion, is attached as Annex Jto this proxy statement/prospectus and is incorporated herein by reference. The description of the HC Opinion set forth in this proxy statement/prospectus is qualified in its entirety by the full text of such HC Opinion.

The HC Opinion was provided for the use and benefit of FIAC (in its capacity as such and not in any other capacity) in its evaluation of the Business Combination (and, in its engagement letter, Houlihan Capital provided its consent to the inclusion of the text of the HC Opinion as part of this proxy statement/prospectus). As described in “The Business Combination Proposal (Proposal 1) — Reasons for Approval of the Business Combination,” the members of the FIAC Board considered a wide variety of factors in connection with their respective evaluations of the Business Combination, including the HC Opinion. Houlihan Capital’s only opinion is the formal written opinion Houlihan Capital has expressed as to whether, as of the date of such opinion, the Business Combination is fair to the holders of shares of Class A Common Stock from a financial point of view. The HC Opinion does not constitute a recommendation to proceed with the Business Combination. The HC Opinion did not address any other aspect or implications of the Business Combination and the HC Opinion does not constitute an opinion, advice or recommendation as to how any stockholder of FIAC should vote at the FIAC Stockholders Meeting. In addition, the HC Opinion did not in any manner address the prices at which the securities of New PubCo would trade following the consummation of the Business Combination or at any time. The HC Opinion was approved by a Houlihan Capital fairness opinion committee.

Q:	Are there any arrangements to help ensure that FIAC will have sufficient funds, together with the proceeds in its Trust Account, to consummate the Business Combination?

Yes. To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used to pay any working capital loans owed by FIAC to its Sponsor for any FIAC transaction expenses or other administrative expenses incurred by FIAC, and to pay all unpaid transaction expenses and any remainder will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. FIAC believes the funds available to it outside of the Trust Account will be sufficient to allow it to operate until it completes its

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~~expenses and~~business combination; however, FIAC cannot assure you that its estimate is accurate. If FIAC is required to seek additional capital, it would need to borrow funds from the Sponsor, management team or other third parties to operate or may be forced to liquidate. Neither the Sponsor, members of FIAC’s management team nor any ~~remainder~~of their affiliates is under any obligation to advance funds to FIAC in such circumstances. Other than the PIPE Financing, prior to the completion of FIAC’s initial business combination, it does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as FIAC does not believe third parties will be ~~used~~willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. For additional information about the PIPE Financing, see “Unaudited Pro Forma Combined Financial Information—Other Related Events in Connection with the Business Combination.”

If FIAC is unable to complete its initial business combination because it does not have sufficient funds available to it, FIAC will be forced to cease operations and liquidate the Trust Account. Consequently, FIAC’s public stockholders may only receive an estimated $10.20 per share, or possibly less, on its redemption of its Public Shares, and its warrants will expire worthless. In connection with the Business Combination, DevvStream and FIAC are expected to pay $15.3 million of transaction costs and an additional $1.5 million for ~~general corporate purposes, including, but not limited to, working capital~~the repayment of the Sponsor Working Capital Loans and $0.2 million for ~~operations, capital expenditures and future acquisitions.~~the settlement of Sponsor accrued administrative fees.

Q:	How many votes do I have at the FIAC Stockholders Meeting?

FIAC stockholders are entitled to one vote at the FIAC Stockholders Meeting for each share of Class A Common Stock held as of the Record Date. Holders of Class A Common Stock and Class B Common Stock will vote together as one class. As of the close of business on the Record Date, there were outstanding shares of FIAC Common Stock.

Q:	What vote is required to approve the proposals presented at the FIAC Stockholders Meeting?

The approval of the Business Combination Proposal and the SPAC Continuance Proposal require the affirmative vote of the holders of a majority of the issued and outstanding FIAC Common Stock as of the Record Date. The approval of the Charter Proposal requires the affirmative vote of (i) the holders of a majority of the issued and outstanding FIAC Common Stock as of the Record Date and (ii) the affirmative vote of the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class. Approval of the Nasdaq Proposal, the Advisory Charter Amendment Proposals, the Incentive Plan Proposal and the Adjournment Proposal each requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of FIAC Common Stock who are present in person or represented by proxy and entitled to vote thereon at the FIAC Stockholders Meeting. A FIAC stockholder’s failure to vote by proxy or to vote in person at the FIAC Stockholders Meeting will not be counted towards the number of shares of FIAC Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal or the Adjournment Proposal. Abstentions will be counted towards the number of shares of FIAC Common Stock required to validly establish a quorum but will have the same effect as a vote “AGAINST” the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal or the Adjournment Proposal.

If the Business Combination Proposal and the SPAC Continuance Proposal are not approved, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals and the Incentive Plan Proposal will not be presented to the FIAC stockholders for a vote. The approval of the Business Combination Proposal, the Incentive Plan Proposal and the Nasdaq Proposal are preconditions to the consummation of the Business Combination.

~~The~~Pursuant to a letter agreement, dated November 1, 2021, by and among the Sponsor, FIAC and certain insiders party thereto (the “Sponsor Letter Agreement”), the Sponsor has agreed to vote all FIAC Common Stock owned by it in favor of the Business Combination, including the Business Combination Proposal and the other Proposals. As of March 8, 2024, the Sponsor held 5,000,000 shares of Class A Common Stock and 750,000 shares of Class B Common Stock, comprising approximately 77% of the outstanding FIAC

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Common Stock. As a result, ~~in addition to those shares,~~because the Sponsor holds a majority of the issued and outstanding FIAC Common Stock, we do not need any shares of Class A Common Stock, to be voted in favor of the Business Combination in order to have the Business Combination approved, assuming only the minimum number of shares representing a quorum is present at the FIAC Stockholders Meeting held to vote on the Business Combination and assuming that the Sponsor does not purchase any units or shares in the after-market.

Q:	What constitutes a quorum at the FIAC Stockholders Meeting?

A quorum of our stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of stockholders holding a majority of the FIAC Common Stock entitled to vote at the FIAC Stockholders Meeting constitutes a quorum at the FIAC Stockholders Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The Sponsor, who beneficially owns ~~50.2%~~77% of the issued and outstanding shares of FIAC Common Stock as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Sponsor, no additional shares of FIAC Common Stock held by public stockholders would be required to be present at the FIAC Stockholder Meeting to achieve a quorum. Because the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal and the Adjournment Proposal are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed. Therefore, such broker non-votes will not count towards quorum at the FIAC Stockholders Meeting. In the absence of a quorum, the chairman of the FIAC Stockholders Meeting has the power to adjourn the FIAC Stockholders Meeting.

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Q:	How will the Sponsor, directors and officers of FIAC vote?

~~The~~Pursuant to the Sponsor Letter Agreement, the Sponsor, directors and officers of FIAC have agreed to vote any shares of FIAC Common Stock owned by them in favor of the Business Combination, including the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal and the Adjournment Proposal.

As of March 8, 2024, the Sponsor held 5,000,000 shares of Class A Common Stock and 750,000 shares of Class B Common Stock, comprising approximately 77% of the outstanding FIAC Common Stock. As a result, ~~in addition to such shares,~~because the Sponsor holds a majority of the issued and outstanding Common Stock, we do not need any shares of Class A Common Stock to be voted in favor of the Business Combination in order to have the Business Combination approved, assuming only the minimum number of shares representing a quorum is present at the FIAC Stockholders Meeting held to vote on the Business Combination. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor had agreed to vote its shares in accordance with the majority of the votes cast by the FIAC public stockholders.

Q:	Who is FIAC’s Sponsor?

FIAC’s sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company. The Sponsor currently owns ~~5,750,000~~5,000,000 shares of Class A Common Stock, 750,000 shares of Class B Common Stock and 11,200,000 Private Placement Warrants. The Sponsor is governed by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the Sponsor. The Sponsor is not “controlled” (as defined in 31 CFR 800.208) by a foreign person, such that the Sponsor’s involvement in the Business Combination would result in a “covered transaction” (as defined in 31 CFR 800.213); any non-U.S. investors in the Sponsor are strictly passive with no “control” or “covered investment” rights (as defined in 31 CFR §§ 800.208, 211). However, it is possible that non-U.S. persons could be involved in the 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.

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Q:	What interests do FIAC’s current officers and directors have in the Business Combination?

None of the Sponsor or current officers or directors of FIAC will receive any interest in the Business Combination other than the interests they owned prior to the Business Combination or as described above. The interests of the Sponsor or current officers or directors of FIAC may be different from or in addition to (and which may conflict with) your interest. These interests include:

unless FIAC consummates an initial business combination, FIAC’s officers and directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust ~~Account;~~Account. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on FIAC’s behalf. As of March 8, 2024, the Sponsor, officers and directors and their respective affiliates have approximately $40,000 in outstanding reimbursable out-of-pocket expenses. However, the Sponsor, officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed;

the Sponsor and directors and officers of FIAC paid an aggregate of $25,000 (or approximately $0.003 per share) for their ~~shares of Class B Common Stock~~Founder Shares and $11,200,000 (or $1.00 per warrant) for the Private Placement Warrants and such securities will have a significantly higher value at the time of the Business Combination. Such shares had an aggregate market value of approximately $ million based upon the closing price of the Class A Common Stock of $ per share on Nasdaq on . As a result of the nominal price of $0.003 per share of Class B Common Stock paid by the Sponsor and the directors and officers of FIAC compared to the recent market price of the Class A Common Stock, the Sponsor and its affiliates are likely to earn a positive rate of return on their investments in the Class B Common Stock even if the holders of Class A Common Stock experience a negative rate of return on their investments in the Class A Common Stock;

as a condition to the FIAC IPO, the Class B Common Stock became subject to a lock-up whereby, subject to certain limited exceptions, the Founder Shares cannot be transferred until the earlier of (A) one year after the completion of FIAC’s initial business combination; (B) subsequent to FIAC’s initial business combination, when the reported last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period commencing at least 150 days after FIAC’s initial business combination, or the date on which FIAC completes a liquidation, merger or similar transaction that results in all of FIAC’s stockholders having the right to exchange their shares for cash, securities or other property;

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the Sponsor and directors and officers of FIAC have agreed not to redeem any Class A Common Stock they hold in connection with a stockholder vote to approve a proposed initial business combination;

if FIAC does not complete an initial business combination by ~~May~~November 1, 2024, a portion of the proceeds from the sale of the Private Placement Warrants and Class B Common Stock will be included in the liquidating distribution to FIAC’s public stockholders. In such event, the ~~5,750,000~~750,000 Founder Shares and 11,200,000 shares of Class A Common Stock underlying the Private Placement Warrants, all of which are held by the Sponsor, directors and officers, would be worthless because they are not entitled to participate in any redemption or distribution with respect to such shares. Such shares ~~and units~~ had an aggregate market value of $ as of , based on the closing price per share of Class A Common Stock as of of $ per share ~~and the closing price of the FIAC Units of $ per unit~~ on Nasdaq on . Additionally, the Private Placement Warrants will expire worthless if the Trust Account is liquidated, including in the event FIAC is unable to complete an initial business combination within the required time period, and the Sponsor has agreed to indemnify FIAC to ensure that the proceeds in the Trust Account are not reduced below $10.20 per share of Class A Common Stock by the claims of prospective target businesses with which FIAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to FIAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account, and shall not apply to any claims under FIAC’s indemnity of the underwriter in the FIAC IPO against certain liabilities;

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certain of FIAC's directors, officers and affiliates have purchased $300,000 of Convertible Bridge Notes, which are convertible into Company Shares at a 25% discount to DevvStream's 20-day volume weighted average price, subject to a floor of $2.00 per share, which shares will be converted into New PubCo Common Shares upon the consummation of the Business Combination;

the Sponsor has extended the Sponsor Working Capital Loans to FIAC in order to provide FIAC with additional working capital, which such amounts may not be repaid if FIAC does not complete an initial business combination; and

the Sponsor (including its representatives and affiliates) and FIAC’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to FIAC. The Sponsor and FIAC’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to FIAC completing its initial business combination. FIAC’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to FIAC, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in FIAC’s favor and such potential business opportunities may be presented to other entities prior to their presentation to FIAC, subject to applicable fiduciary duties. The FIAC Charter provides that FIAC renounces its interest in any corporate 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 FIAC and such opportunity is one FIAC is permitted to complete on a reasonable basis, and to the extent the director or officer is permitted to refer that opportunity to FIAC without violating another legal obligation. FIAC, however, does not believe that the waiver of the application of the “corporate opportunity” doctrine in the FIAC Charter had any impact on its search for a potential business combination.

These interests may influence FIAC’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

Q:	How are the funds in the Trust Account currently being held?

~~With respect to~~Following the ~~regulation~~closing of ~~special purpose acquisition companies (“SPACs”) like~~the FIAC IPO on ~~March 30, 2022,~~November 1, 2021 and the ~~SEC issued proposed rules (the “SPAC Proposed Rules”) relating to, among other items,~~full exercise of the ~~extent to which SPACs could become subject to regulation under~~underwriters’ over-allotment, $234,600,000 from the net proceeds of the FIAC IPO and the sale of the FIAC Warrants were placed in a Trust Account, and invested in U.S. government securities, within the meaning set forth in the Investment Company Act, ~~including~~with a ~~proposed rule that would provide SPACs a safe harbor from treatment as an~~maturity of 185 days or less, or in any open-ended investment company ~~if they satisfy~~that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions ~~that limit~~under Rule 2a-7 of the Investment Company Act. On April 25, 2023, FIAC held a ~~SPAC’s duration, asset composition,~~special meeting of stockholders, where a proposal to amend FIAC’s Certificate of Incorporation was approved to extend the Termination Date from May 1, 2023 to August 1, 2023, and to allow FIAC, without another stockholder vote, to elect to extend the Termination Date to consummate a business ~~purpose~~combination on a monthly basis for up to nine times by an additional one month, by resolution of the Board if requested by the Sponsor, and ~~activities.~~upon five days’ advance notice prior to the applicable termination date, until May 1, 2024 (the “First Extension Meeting”). In connection with the approval of the extension at the First Extension Meeting, the holders of 17,297,209 shares of Class A Common Stock of FIAC 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 approximately $179,860,588. 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 “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 Charter Extension Date, by resolution of FIAC’s board of directors, if requested by Sponsor. In connection with the approval of 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 of the Record Date, the remaining funds in the Trust Account totaled $ .

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With ~~regard~~respect to the ~~SEC’s investment company proposals included in~~regulation of special purpose acquisition companies (“SPACs”) like FIAC, on January 24, 2024, the SEC issued adopted the previously proposed rules (the “SPAC ~~Proposed~~ Rules ~~while~~”) relating to, among other items, the funds in the Trust Account have, since FIAC’s Initial Public Offering, been held only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries,extent to ~~mitigate the risk of being viewed as operating an unregistered investment company (including pursuant~~which SPACs could become subject to ~~the subjective test of Section 3(a)(1)(A) of~~regulation under the Investment Company ~~Act of 1940), FIAC currently intends, prior to the 24-month anniversary~~Act.

In light of the SPAC Rules relating to investment companies, on October 31, 2023, FIAC ~~IPO (if the Termination Date is extended past such date), to instruct~~instructed Continental, the trustee managing the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the

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earlier of the consummation of a business combination and the liquidation of FIAC. Interest on such deposit account is currently ~~2.75%~~4.5% per annum, but such deposit account carries a variable rate and FIAC cannot assure you that such rate will not decrease or increase significantly.

Q:	What interests do DevvStream’s current officers and directors have in the Business Combination?

A:	Members of the DevvStream Board and its executive officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interest. These interests include, without limitation, the following:

Sunny Trinh, Chris Merkel, David Goertz and Bryan Went are expected to serve as executive officers of the Combined Company after consummation of the Business Combination;

,Michael Max Bühler, Stephen Kukucha, Jamila Piracci, Ray Quintana and Tom Anderson, who currently serve on the DevvStream Board, may serve as directors of the Combined Company after consummation of the Business Combination and DevvStream may nominate one or more of its existing directors to serve on the board of the Combined Company after consummation of the Business Combination; and

upon consummation of the Business Combination, and subject to approval of the Incentive Plan Proposal, DevvStream’s executive officers are expected to receive grants of stock options and restricted stock units under the Equity Incentive Plan from time to time as determined by the Compensation Committee. In addition, the outstanding Company Options granted to DevvStream’s executive officers and directors under the Company Equity Incentive Plans prior to Closing will be assumed and converted to options under the Equity Incentive Plan effective as of the Closing.

Please see the sections titled “Risk Factors,” “The Business Combination Proposal (Proposal 1) — Interests of DevvStream’s Directors and Officers in the Business Combination” and “Executive and Director Compensation of DevvStream” of this proxy statement/prospectus for a further discussion of these and other interests.

Q:	What happens if I sell my Class A Common Stock before the FIAC Stockholders Meeting?

The Record Date is earlier than the date of the FIAC Stockholders Meeting. If you transfer your Class A Common Stock after the Record Date, but before the FIAC Stockholders Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the FIAC Stockholders Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your Class A Common Stock prior to the Record Date, you will have no right to vote those shares at the FIAC Stockholders Meeting.

Q:	What happens if a substantial number of the FIAC public stockholders vote in favor of the Business Combination and exercise their redemption right?

FIAC stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by FIAC public stockholders. In addition, with fewer shares of Class A Common Stock outstanding and public stockholders, the trading market for the New PubCo Common Shares may be less liquid than the market for Class A Common Stock was prior to consummation of the Business Combination and New PubCo may not be able to meet the listing standards for Nasdaq. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into DevvStream’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their Class A Common Stock for a ~~pro rata~~ ~~portion of the Trust Account as opposed to the scenario in which the FIAC public stockholders exercise the maximum allowed redemption rights.~~

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available from the Trust Account, the working capital infusion from the Trust Account into DevvStream’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their Class A Common Stock for a pro rata portion of the Trust Account as opposed to the scenario in which the FIAC public stockholders exercise the maximum allowed redemption rights.

We do not know how many stockholders may exercise their right to redeem shares of Class A Common Stock prior to the consummation of the Business Combination, and therefore will need to structure the Business Combination based on our expectations as to the number of shares that will be submitted for redemption. If a larger number of shares are submitted for redemption than we initially expect, we may need to restructure the Business Combination to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

Furthermore, all outstanding warrants will continue to be outstanding following the Business Combination notwithstanding the actual redemptions. An aggregate value of our outstanding FIAC Warrants of approximately $ (based on the closing price of the FIAC Warrants of $ as of the Record Date) may be retained by the redeeming stockholders even if there are maximum redemptions. The potential for the issuance of a substantial number of shares of Class A Common Stock upon exercise of these warrants could make FIAC less attractive to investors. Any such issuance will increase the number of issued and outstanding shares of Class A Common Stock and reduce the value of the outstanding Class A Common Stock following the Business Combination. The outstanding warrants could have the effect of depressing the per share price of Class A Common Stock.

Q:	What happens if I vote against any of the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, or the Incentive Plan Proposal?

A:	If any of the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, or the Incentive Plan Proposal (together, the “Required Proposals”) are not approved, the

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Business Combination is not consummated and FIAC does not otherwise consummate an alternative business combination by May 1, 2024, pursuant to the FIAC Charter, FIAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders, unless FIAC seeks and obtains the consent of its stockholders to amend the FIAC Charter to extend the date by which it must consummate its initial business combination (an “~~Extension~~ Business Combination is not consummated and FIAC does not otherwise consummate an alternative business combination by November 1, 2024, pursuant to the FIAC Charter, FIAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders, unless FIAC seeks and obtains the consent of its stockholders to amend the FIAC Charter to extend the date by which it must consummate its initial business combination (an “Extension”). The Advisory Charter Proposals are non-binding and advisory, and a vote against any such proposals will not affect the outcome of the transaction.

Q:	Do I have redemption rights in connection with the Business Combination?

Pursuant to the FIAC Charter, holders of Class A Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the FIAC Charter. As of the Record Date, based on funds in the Trust Account of $ as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of the Class A Common Stock was approximately $ per share. If a holder exercises its redemption rights, then such holder will be exchanging its Class A Common Stock for cash and will only have equity interests in New PubCo pursuant to the exercise of its FIAC Warrants, to the extent it still holds FIAC Warrants. FIAC public stockholders may continue to hold FIAC Warrants after the Closing regardless of their election to redeem their Class A Common Stock. The aggregate market value of the FIAC Warrants that may be retained by them, based on the closing trading price per FIAC Warrant as of the Record Date, would be $ regardless of the amount of redemptions by the public stockholders Such a holder will be entitled to receive cash for its Class A Common Stock only if it properly demands redemption and delivers its shares (either physically or electronically) to FIAC’s transfer agent prior to the FIAC Stockholders Meeting. See the section titled “The FIAC Stockholders Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:	Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether or not you attend or vote your Class A Common Stock at the FIAC Stockholders Meeting, and regardless of how you vote your shares. As a result, the Business Combination Agreement and the Required Proposals can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

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Business Combination Agreement and the Required Proposals can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:	How do I exercise my redemption rights?

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on (two (2) business days before the FIAC Stockholders Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Class A Common Stock for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

Attn: Mark Zimkind

Email: spacredemptions@continentalstock.com

Please also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder with respect to shares of common stock. A holder of the Class A Common Stock, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A Common Stock, which we refer to as the “15% threshold,” without the prior consent of FIAC. Accordingly, all Class A Common Stock in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is FIAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, FIAC does not have any control over this process, and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

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Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with FIAC’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to FIAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that FIAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting FIAC’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

We expect that a U.S. holder (as defined herein) that exercises its redemption rights to receive cash from the Trust Account in exchange for its Class A Common Stock will generally be treated as selling such Class A Common Stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Class A Common Stock that a U.S. holder owns or is deemed to own (including, without limitation, through the ownership of FIAC Warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “The Business Combination Proposal — United States Federal Income Tax Considerations.”

Q:	What are the U.S. federal income tax consequences of the SPAC Continuance?

The SPAC Continuance is intended to qualify as a tax-deferred reorganization pursuant to Section 368(a) of the Code. Accordingly, a U.S. holder that is deemed to exchange Class A Common Stock in FIAC (as a Delaware corporation) for Class A Common Stock in FIAC (as continued to the Province of Alberta, Canada) in pursuance of the plan of reorganization will not recognize capital gain or loss on the deemed exchange of Class A Common Stock in FIAC (as a Delaware corporation) for Class A Common Stock in FIAC (as continued to the Province of Alberta, Canada).

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Furthermore, notwithstanding that FIAC (following the SPAC Continuance) has been organized under Canadian law, solely for U.S. federal income tax purposes, FIAC is expected to remain classified as a U.S. domestic corporation pursuant to Section 7874(b) of the Code and the Treasury Regulations promulgated thereunder. Accordingly, FIAC (as continued to the Province of Alberta, Canada) will be subject to a number of significant and complicated U.S. federal income tax consequences as a result of being treated as a U.S. domestic corporation for U.S. federal income tax purposes and will be subject to taxation both in Canada and the United States.

For a more complete discussion of the U.S. federal income tax considerations of the SPAC Continuance, see “The Business Combination Proposal — United States Federal Income Tax Considerations.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS OR THE SPAC CONTINUANCE WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS, THE SPAC CONTINUANCE OR EXCHANGE OF SHARES INCIDENT TO THE AMALGAMATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:	If I am a Warrant holder, can I exercise redemption rights with respect to my Warrants?

A:	No. The holders of Warrants have no redemption rights with respect to Warrants.

Q:	If I am a FIAC Unit holder, can I exercise redemption rights with respect to my FIAC Units?

A:	No. Holders of outstanding FIAC Units must separate the constituent Class A Common Stock and FIAC Warrants prior to exercising redemption rights with respect to the Class A Common Stock.

If you hold FIAC Units registered in your own name, you must deliver the certificate for such FIAC Units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such FIAC Units into Class A Common Stock and FIAC Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise

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your redemption rights upon the separation of the Class A Common Stock from the FIAC Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your FIAC Units, you must instruct such nominee to separate your FIAC Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, FIAC’s transfer agent. Such written instructions must include the number of FIAC Units to be split and the nominee holding such FIAC Units. Your nominee must also initiate electronically, using The Depository Trust Company’s deposit withdrawal at custodian (“DWAC”) system, a withdrawal of the relevant FIAC Units and a deposit of an equal number of Class A Common Stock and FIAC Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Class A Common Stock from the FIAC Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Class A Common Stock to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:	Do I have appraisal rights if I object to the proposed Business Combination?

A:	No. Neither FIAC stockholders nor holders of FIAC Warrants have appraisal rights in connection with the Business Combination under the DGCL.

Q:	What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:	If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

~~Holders~~holders of Class A Common Stock who properly exercise their redemption rights;

certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by FIAC and DevvStream in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement;

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any working capital loans owed by FIAC to the Sponsor for transaction and other expenses incurred by or on behalf of FIAC; and

any other liabilities of FIAC as of the Closing.

Any remaining cash will be used for working capital and general corporate purposes of New PubCo.

Q:	What happens if the Business Combination is not consummated?

A:	There are certain circumstances under which the Business Combination Agreement may be terminated. See the section titled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, FIAC is unable to complete the Business Combination or another initial business combination transaction by ~~May~~November 1, 2024, the FIAC Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the Class A Common Stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) 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 it to pay taxes payable and up to $100,000 for dissolution expenses, by (B) the total number of then outstanding shares of Class A Common Stock, which redemption will completely extinguish rights of the FIAC public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the FIAC Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

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FIAC expects that the amount of any distribution the FIAC public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to FIAC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. The Sponsor and FIAC’s officers and directors have waived any right to any liquidation distribution with respect to shares held by them.

In the event of liquidation, there will be no distribution with respect to the outstanding Warrants. Accordingly, the Warrants will expire worthless.

Q:	When is the Business Combination expected to be completed?

The Closing is expected to take place (a) the second business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal (Proposal 1) — Conditions to the Closing” or (b) such other date as agreed to by the parties to the Business Combination Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Business Combination Agreement may be terminated by either FIAC or DevvStream if the Closing has not occurred by June 12, 2024 (as such date may be extended, the “Outside Date”).

The transactions contemplated by the Business Combination Agreement, including the Business Combination, are not presently believed to be subject to any material federal or state regulatory requirement or approval. For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal (Proposal 1).”

Q:	What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a FIAC stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

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Q:	How do I vote?

A:	If you are a stockholder of record of FIAC as of the Record Date, you may submit your proxy before the FIAC Stockholders Meeting in any of the following ways, if available:

visit the website shown on your proxy card to vote via the Internet; or

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

Stockholders who choose to participate in the FIAC Stockholders Meeting can vote their shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/focus-impact/~~sm2023.~~2024. You will need the control number that is printed on your proxy card to enter the FIAC Stockholders Meeting. FIAC recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the FIAC Stockholders Meeting starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the FIAC Stockholders Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Beneficial stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting FIAC’s transfer agent, a beneficial holder will receive an email prior to the FIAC Stockholders Meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact FIAC’s transfer agent at least five business days prior to the meeting date.

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Stockholders will also have the option to listen to the FIAC Stockholders Meeting by telephone by calling:

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

The passcode for telephone access: 5620828#. You will not be able to vote or submit questions unless you register for and log in to the FIAC Stockholders Meeting webcast as described herein.

Q:	What will happen if I abstain from voting or fail to vote at the FIAC Stockholders Meeting?

At the FIAC Stockholders Meeting, FIAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal or the Adjournment Proposal.

A “broker non-vote” occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares in the absence of such instructions. If you do not provide instructions to your broker, your broker will not have discretionary authority to vote on any of the Proposals at the FIAC Stockholders Meeting, because FIAC does not expect any of the Proposals to be considered a routine matter. Broker non-votes will not be counted as present for the purposes of establishing a quorum.

Broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal, the SPAC Continuance Proposal and the Charter Proposal. Broker non-votes will have no effect on the Nasdaq Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal or the Adjournment Proposal.

Q:	What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by FIAC without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the FIAC Stockholders Meeting.

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Q:	If I am not going to attend the FIAC Stockholders Meeting in person, should I return my proxy card instead?

A:	Yes. Whether you plan to attend the FIAC Stockholders Meeting or not, please read this entire proxy statement/prospectus, including the annexes, carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. FIAC believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:	May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to FIAC’s Chief Executive Officer at the address listed below so that it is received by FIAC’s Chief Executive Officer prior to the FIAC Stockholders Meeting or attend the FIAC Stockholders Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to FIAC’s Chief Executive Officer, which must be received by FIAC’s Chief Executive Officer prior to the FIAC Stockholders Meeting.

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Q:	What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:	Who will solicit and pay the cost of soliciting proxies?

FIAC will pay the cost of soliciting proxies for the FIAC Stockholders Meeting. FIAC has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the FIAC Stockholders Meeting. FIAC has agreed to pay Morrow Sodali its customary fee, plus disbursements. FIAC will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. FIAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of FIAC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of FIAC Common Stock and in obtaining voting instructions from those owners. FIAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:	Who can help answer my questions?

A:	If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

Carl Stanton

Chief Executive Officer

1345 Avenue of the Americas, 33rd Floor

New York, New York 10105

(212) 213-0243

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You may also contact our proxy solicitor at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: FIAC.info@investor.morrowsodali.com

To obtain timely delivery, FIAC stockholders must request the materials no later than .

You may also obtain additional information about FIAC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your Class A Common Stock, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to FIAC’s transfer agent prior to the FIAC Stockholders Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

Attn: Mark Zimkind

Email: spacredemptions@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section titled “Questions and Answers — Questions and Answers about the FIAC Proposals,” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the FIAC Stockholders Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Unless otherwise indicated or the context otherwise requires, references in this Summary of the proxy statement/prospectus to the “Combined Company” or “New PubCo” refer to FIAC and its consolidated subsidiaries after giving effect to the Business Combination, including DevvStream. References to “FIAC” refer to Focus Impact Acquisition Corp. and references to “DevvStream” refer to DevvStream Holdings Inc.

Unless otherwise specified, all share calculations assume no exercise of redemption rights by FIAC’s public stockholders and do not include any Class A Common Stock issuable upon the exercise of the Warrants.

The Parties to the Business Combination

Focus Impact Acquisition Corp.

On November 1, 2021, FIAC consummated its Initial Public Offering of 23,000,000 FIAC Units, including the exercise of the underwriters’ option to purchase an additional 3,000,000 FIAC Units, with each unit consisting of one share of Class A Common Stock and one-half of one redeemable Warrant, with each Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The FIAC Units sold in the Initial Public Offering and the full exercise of over-allotment option sold at an offering price of $10.00 per unit, generating total gross proceeds of $230,000,000. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-255448) that became effective on October 27, 2021. Simultaneously with the consummation of the Initial Public Offering, FIAC consummated the Private Placement of an aggregate of 11,200,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $11,200,000. Of the gross proceeds received from the Initial Public Offering including the over-allotment option, and the Private Placement Warrants, $234,600,000 was placed in the Trust Account. The Class A Common Stock, FIAC Units and FIAC Warrants are currently listed on Nasdaq under the symbols “FIAC,” “FIACU” and “FIACW,” respectively. The mailing address of FIAC’s principal executive offices is 1345 Avenue of the Americas, 33rd Floor, New York, NY, 10105, and its telephone number at such address is (212) 213-0243.

Focus Impact Amalco Sub Ltd.

Amalco Sub, a company existing under the laws of the Province of British Columbia, is a wholly-owned, direct subsidiary of FIAC, and was newly formed for the sole purpose of consummating the transactions contemplated by the Business Combination Agreement. Amalco Sub owns no material assets and does not operate any business.

The mailing address of Amalco Sub’s principal executive offices is 1345 Avenue of the Americas, 33rd Floor, New York, NY, 10105, and its telephone number at such address is (212) 213-0243.

In the Business Combination, Amalco Sub will amalgamate with DevvStream, with Amalco resulting from the amalgamation. As a result, Amalco will be a wholly-owned subsidiary of New PubCo.

DevvStream

DevvStream is a capex-light carbon credit generation company focused on high quality and high return technology-based projects. DevvStream offers investors exposure to carbon credits, a key instrument used to offset emissions of carbon dioxide from industrial activities to reduce the effects of global warming.

By utilizing blockchain technology to drive trust and transparency across the credit cycle and through leveraging partnerships with market leaders, DevvStream provides a turnkey solution to help companies generate, ~~manage, and monetize environmental assets through carbon credits.~~

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manage, and monetize environmental assets through carbon credits. The blockchain technology will be used in conjunction with DevvStream’s platform to track, manage and store data only. It will do so to keep an immutable record of the data. The blockchain technology will not be used to track any assets. The blockchain technology will not create a record of carbon credits. Carbon credits are tracked by third parties in traditional registries and those registries show ownership of the carbon credits. The blockchain technology we will use does not create or track any type of crypto asset.

Based on DevvStream’s limited operating history and financial history since inception, DevvStream has concluded that there is a substantial doubt about its ability to continue as a going concern. For more information, see the section titled “Risk Factors — Risks Related to DevvStream’s Business and Industry — We have incurred significant losses and expect to incur additional expenses and continuing losses for the foreseeable future, and we may not achieve or maintain profitability.”

The mailing address of DevvStream’s principal executive offices is 2133 - 1177 W. Hastings Street Vancouver, British Columbia V6E 2K3 and its telephone number at such address is (647) 689-6041.

Summary of the Business Combination Agreement

On September 12, 2023, FIAC entered into a Business Combination Agreement by and among FIAC, Amalco Sub and DevvStream. Pursuant to the Business Combination Agreement, among other things, FIAC will acquire DevvStream for consideration of shares in FIAC following its continuance to the Province of Alberta (as further explained below). The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the merger and the other transactions contemplated thereby, are summarized below. Capitalized terms in this subsection and not otherwise defined in this proxy statement/prospectus shall have the meaning given them in the Business Combination Agreement.

General Description of the Business Combination

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

(A)

prior to the Effective Time, FIAC will ~~effect~~be continued from the ~~SPAC Continuance~~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 change its name to DevvStream Corp. (the “SPAC Continuance”);

(B)

following the SPAC Continuance, ~~and in accordance with the applicable provisions of the Plan of Arrangement and the BCBCA,~~ Amalco Sub and DevvStream will amalgamate to form one corporate entity, Amalco (the “Amalgamation”), and as a result of the Amalgamation, (i) each ~~Company Share~~of DevvStream’s multiple voting shares and DevvStream’s subordinate voting shares issued and outstanding immediately prior to the ~~Effective Time~~effective time of the Amalgamation will be automatically exchanged for that certain number of New PubCo Common Shares equal to the applicable Per Common Share Amalgamation Consideration, (ii) each option (whether vested or unvested) to purchase DevvStream’s multiple voting shares or DevvStream’s subordinate voting shares granted under DevvStream’s 2022 Equity Incentive Plan, as amended and restated from time to time, and DevvStream’s 2022 Non-Qualified Stock Option Plan and each restricted stock unit representing the right to receive payment in Company ~~Option and Company RSU~~Shares, granted under a restricted stock unit award agreement issued and outstanding immediately prior to the Effective Time will be cancelled and converted into ~~Converted Options~~an option to purchase a number of New PubCo Common Shares and ~~Converted RSUs,~~New PubCo restricted stock units, respectively, in an amount equal to the ~~Company Shares~~multiple voting shares of DevvStream and subordinate voting shares of DevvStream underlying such ~~Company Option~~option or ~~Company RSU,~~restricted stock unit, respectively, multiplied by the Common Conversion Ratio (and, for ~~Company Options,~~such options, at an adjusted exercise price equal to the exercise price for such ~~Company Option~~option prior to the ~~Effective Time~~effective time of the Amalgamation divided by the Common Conversion Ratio), (iii) each ~~Company Warrant~~warrant of DevvStream 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~~multiple voting shares of DevvStream and subordinate voting shares of DevvStream underlying such ~~Company Warrant~~warrant multiplied by the Common Conversion Ratio (and at an adjusted exercise price equal to the exercise price for such ~~Company Warrant~~warrant prior to the ~~Effective Time~~effective time of the Amalgamation divided by the Common Conversion Ratio), (iv) each holder of ~~Company~~ Convertible Bridge 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, (v) Amalco will be the resulting entity in the Amalgamation and (vi) 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 SPAC Continuance and the Amalgamation, together with the other transactions related thereto, the “~~Proposed Transactions~~

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multiple voting shares of DevvStream and subordinate voting shares of DevvStream and then New PubCo Common Shares in accordance with the terms of such Convertible Bridge Notes, (v) Amalco will be the resulting entity in the Amalgamation and (vi) each common share of Amalco Sub issued and outstanding immediately prior to the effective time of the Amalgamation will be automatically exchanged for one common share of Amalco (the SPAC Continuance and the Amalgamation, together with the other transactions related thereto, the “Proposed Transactions”).

Conditions to Closing

General Conditions

The obligation of the parties to consummate the Proposed Transactions is conditioned on, among other things, the satisfaction or waiver (where permissible) by FIAC and DevvStream of the following conditions: (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) the shareholders of DevvStream have approved and adopted the Arrangement Resolution in accordance with the Interim Order; (g) the Interim Order and the Final Order (as such terms are defined in the Business Combination Agreement) have been obtained on terms consistent with the Business Combination Agreement and (h) the SPAC Continuance has been consummated.

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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 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 of DevvStream set forth in Article V (other than Section 5.5) of 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) 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 of the Business Combination Agreement are 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”).

•	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.

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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 executed by each Core Company Securityholder.

The Core Company Securityholders shall be party to the Company Support Agreements.

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).

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DevvStream Conditions to Closing

•

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 of FIAC and Amalco, respectively, 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 or Amalco Sub 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 of the Business Combination Agreement 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”).

•	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 that true, complete and correct copies of the FIAC organizational documents (after giving effect to the SPAC 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.

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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.

Termination

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:

(A)

By FIAC or DevvStream, if (i) the Required Company Shareholder Approval (as defined in the Business Combination Agreement) is not obtained at the Company Meeting (as defined in the Business Combination Agreement), (ii) if the requisite approvals are not obtained at the FIAC Stockholders Meeting, (iii) ~~laws~~a law or ~~orders prohibit~~order prohibits or ~~enjoin~~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 this proxy statement/prospectus has not been declared effective by the SEC as of such date, FIAC shall be entitled to one 60-day extension upon notice to DevvStream) (provided, however, that the right to terminate the Business Combination Agreement under the clause described in this clause will not be available to a party if the inability to satisfy such conditions was due to the failure of such party to perform any of its obligations under the Business Combination Agreement).

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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).

(B)

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 the DevvStream Shareholder Approval or DevvStream enters into a Superior Proposal (as defined in the Business Combination Agreement).

(C)

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.

(D)

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 Agreement.

(E)	By FIAC upon written notice to DevvStream if there has been a Company Material Adverse Event which is not cured by DevvStream within 30 Business Days after receipt of written notice thereof.

Expenses

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) and any Excise Tax Liability (as defined below). The Excise Tax Liability was incurred in connection with a meeting of the stockholders of FIAC to extend the date upon which a business combination could occur, where upon holders of 17,297,209 shares of Class A Common Stock properly exercised their right to redeem their shares. This resulted in an excise tax liability in the amount of $1,798,606 as of September 30, 2023 (the “~~Excise Tax Liability”). Should FIAC liquidate prior to December 31, 2023, the Excise Tax Liability will not be due.~~

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

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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 (as defined in the Business Combination Agreement) not being obtained or (b) DevvStream terminates the Business Combination Agreement due to a Change in Recommendation (as defined in the Business Combination Agreement) by DevvStream’s board of directors or entering into a Superior Proposal or (c) FIAC terminates the Business Combination Agreement due to a breach of any representation or warranty by DevvStream, 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

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incurred in connection with the transactions, including SPAC Extension Expenses (as such terms are 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).

Regulatory Approvals

The transactions contemplated by the Business Combination Agreement, including the Business Combination, are not presently believed to be subject to any federal or state regulatory requirement or approval.

Related Agreements

Sponsor Side Letter

In connection with signing the Business Combination Agreement, FIAC and Sponsor entered into a letter agreement, dated September 12, 2023 (the “Sponsor Side Letter”), pursuant to which Sponsor agreed to forfeit (i) 10% of its Class B Common Stock effective as of the consummation of the SPAC Continuance at the Closing and (ii) with Sponsor’s consent, up to 30% of its Class B Common Stock and/or 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, Sponsor also agreed to (1) certain transfer restrictions with respect to FIAC 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 shareholders 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 Common Stock held by it in favor of the Proposals, and provide customary representations and warranties and covenants related to the foregoing.

For additional information about the Sponsor Side Letter, see the section titled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement — Related Agreements — Sponsor Side Letter.”

Company Support & Lock-up Agreement

In connection with signing the Business Combination Agreement, DevvStream, FIAC and each of the Core Company Securityholders entered into the Company Support Agreements, pursuant to which (i) each of the Core Company Securityholders agreed to vote any FIAC Common Stock held by him, her or it in favor of the Proposals, 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 Sponsor in the Sponsor Side Letter.

For additional information about the Company Support Agreements, see section titled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement — Related Agreements — ~~Sponsor Side Letter.~~Company Support & Lock-up Agreement.”

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Registration Rights Agreement

At the Closing, it is anticipated that FIAC, 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 Sponsor will be granted customary registration rights with respect to New PubCo Common Shares received by them as a result of the Business Combination. Specifically, within 60 days after the Closing, New PubCo is required to file a registration statement to register the resale of (i) New PubCo Common Shares that will be issued to Sponsor in exchange for its FIAC Common Stock, (ii) Converted Private Placement Warrants, (iii) New PubCo Common Shares underlying the Converted Private Placement Warrants, (iv) New PubCo Common Shares that will be issued to the Legacy DevvStream Holders in exchange for their Company Shares, (v) Converted Warrants, (vi) New PubCo Common Shares underlying the Converted Warrants and (vii) any New PubCo Common Shares, Converted Warrants or Converted Private Placement Warrants otherwise acquired or owned by Sponsor or any Legacy DevvStream Holder following the Closing, to the extent such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an affiliate (as defined in Rule 144) of New PubCo. Because the Sponsor and the Legacy DevvStream holders acquired their New PubCo Common Shares at an effective price that is less than FIAC’s IPO price of $10.00 per FIAC Unit, such persons may have an incentive to sell such securities even if the trading price of New PubCo Common Shares is less than $10.00 per share following the Closing. Therefore, upon the effectiveness of the aforementioned registration statement and the expiration of any applicable lock-up restrictions, the market price of New PubCo Common Shares may experience negative selling pressure from potential sales by the Sponsor and the Legacy DevvStream Holders.

For additional information about the Company Support Agreements, see the section titled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement — Related Agreements — ~~Sponsor Side Letter~~Registration Rights Agreement.”

Equity Incentive Plan

The FIAC Board expects to approve and adopt the Equity Incentive Plan, subject to stockholder approval. The purpose of the Equity Incentive Plan is to enhance the Combined Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Combined Company by

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providing these individuals with equity ownership opportunities. These incentives are provided through the grant of stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units and other stock or cash-based awards. For more information about the Equity Incentive Plan, please see the section titled “The Incentive Plan Proposal (Proposal 6).”

Third-Party Financing

The DevvStream and FIAC management teams are in the process of negotiating a PIPE financing up to gross proceeds of $25.5 million to support the Combined Company at Closing. At this time, there is no firm commitment for a PIPE or other financing arrangement as of the date of this filing. The terms of any such private placement, including whether any of FIAC’s Sponsor, directors, officers or their affiliates will participate in such private placement, have not yet been determined.

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Organizational Structure

The following diagrams illustrate in simplified terms the current structure of FIAC and DevvStream and the expected structure of the Combined Company upon the consummation of the Business Combination on a fully diluted basis:

Pre-Business Combination FIAC Structure

The following diagram illustrates the pre-Business Combination organizational structure of FIAC and its subsidiaries:

Pre-Business Combination DevvStream Structure

The following diagram illustrates the pre-Business Combination organizational structure of DevvStream and its subsidiaries:

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Post-Business Combination FIAC Structure — No Redemption Scenario

The following diagram illustrates the post-Business Combination organizational structure of New PubCo and its subsidiaries in the No Redemption Scenario:

Post-Business Combination FIAC Structure — ~~Illustrative~~50% Redemption Scenario

The following diagram illustrates the post-Business Combination organizational structure of New PubCo and its subsidiaries in the ~~Illustrative~~50% Redemption Scenario:

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Post-Business Combination FIAC Structure — Maximum Redemption Scenario

The following diagram illustrates the post-Business Combination organizational structure of New PubCo and its subsidiaries in the Maximum Redemption Scenario:

Voting Power Upon Closing

We anticipate that, immediately upon completion of the Business Combination, the voting interests in the Combined Company will be as set forth in the table below, assuming no Additional PIPE Investment, holders of DevvStream securities do not purchase any shares of Class A Common Stock on the open market and no adjustments are made to the Per Common Share Amalgamation Consideration:

	No Redemption Scenario⁽¹⁾	Illustrative Redemption Scenario⁽²⁾	Maximum Redemption Scenario⁽³⁾	No Redemption Scenario⁽¹⁾	25% Redemption Scenario⁽²⁾	50% Redemption Scenario⁽³⁾	75% Redemption Scenario⁽⁴⁾	Maximum Redemption Scenario⁽⁵⁾⁽⁶⁾
Sponsor⁽⁴⁾⁽⁸⁾	22.6%	25.9%	30.1%	27.3%	28.0%	28.6%	29.3%	30.1%
FIAC Public Stockholders(9)	24.9%	14.2%	—	9.1%	7.0%	4.8%	2.4%	—
DevvStream Shareholders⁽⁵⁾	52.5%	59.9%	69.9%
DevvStream Shareholders⁽¹⁰⁾				63.5%	64.9%	66.5%	68.2%	69.8%
DevvStream Convertible Bridge Note Investors				0.1%	0.1%	0.1%	0.1%	0.1%
Total	100%	100%	100%	100%	100%	100%	100%	100%

(1)	This scenario assumes that no shares of Class A Common Stock are redeemed from FIAC stockholders.

(2)	This scenario assumes that ~~50%~~25%, or ~~2,851,396~~429,394 shares, of Class A Common Stock held by FIAC stockholders are redeemed.

(3)	This scenario assumes that ~~100%~~50%, or ~~5,702,791~~858,739 shares, of Class A Common Stock held by FIAC stockholders are redeemed.

(4)	~~Represents the~~This scenario assumes that 75%, or 1,288,183 shares, of Class A Common Stock ~~owned upon conversion of the~~held by FIAC stockholders are redeemed.

(5)	This scenario assumes that 100%, or 1,717,578 shares, of Class BA Common ~~Stock.~~Stock held by FIAC stockholders are redeemed.

~~(5)~~
(6)

(7)	Includes 3,450,000 Founder Shares held by FIAC’s Sponsor, 1,725,000 Founder Shares held by other investors that will convert into New PubCo Common Shares.

(8)	Excludes 11,200,000 Private Placement Warrants as the warrants are not expected to be in the money at Closing.

(9)	Excludes 11,500,000 FIAC Warrants as the warrants are not expected to be in the money at Closing.

(10)

Excludes shares underlying (i) Legacy Warrants, which will be exercisable for ~~1,398,479~~1,371,940 shares at a weighted average exercise price of $4.66 per share, (ii) Converted Options, which will be exercisable for 648,258 shares at a weighted average exercise price of $4.01 per share and (iii) 1,070,692 Converted RSUs, as well as shares available for future issuance pursuant to the proposed Equity Incentive Plan.

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$4.73 per share, (ii) Converted Options, which will be exercisable for 648,153 shares at a weighted average exercise price of $4.01 per share and (iii) 1,070,519 Converted RSUs, as well as shares available for future issuance pursuant to the proposed Equity Incentive Plan.

The voting interests with respect to the Combined Company set forth above do not take into account FIAC Warrants to purchase Class A Common Stock that will remain outstanding immediately following the consummation of the Business Combination, but do include the Class B Common Stock, which will convert into Class A Common Stock upon the consummation of the Business Combinations. Because the level of stockholder redemptions will not be known until the FIAC Stockholders Meeting, holders of Class A Common Stock will not know at the time of the vote the percentage of the Combined Company’s outstanding capital stock that they will hold.

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Sources and Uses of Funds for the Business Combination

The following tables summarize the estimated sources and uses for funding the Business Combination (all numbers in millions):

No Redemption Scenario

Sources of Funds		Use of Funds			Use of Funds
Cash in Trust Account	61,539,627	DevvStream Equity Rollover	145,000,000	17,901,545	DevvStream Equity Rollover	145,000,000
PIPE Financing	—	Cash to Pro Forma Balance Sheet	47,647,627	—	Cash to Pro Forma Balance Sheet	1,543,660
DevvStream Equity Rollover	145,000,000	Transaction Fees & Expenses	13,360,000	145,000,000	Transaction Fees & Expenses	15,346,885
Note Payable	250,000	Promissory Note Payoff	1,235,000	650,000	Promissory Note Payoff	1,235,000
Existing Cash on Balance Sheet	703,000	Note Payable Payoff	250,000	224,000	Note Payable Payoff	650,000
Total Sources	$207,492,627	Total Uses	$207,492,627	$163,775,545	Total Uses	$163,775,545

50% Redemption Scenario

Sources of Funds		Use of Funds			Use of Funds
Cash in Trust Account	30,769,814	DevvStream Equity Rollover	145,000,000	8,950,772	DevvStream Equity Rollover	145,000,000
PIPE Financing	—	Cash to Pro Forma Balance Sheet	16,877,814	—	Cash to Pro Forma Balance Sheet	—
DevvStream Equity Rollover	145,000,000	Transaction Fees & Expenses	13,360,000	145,000,000	Transaction Fees & Expenses	7,939,772
Note Payable	250,000	Promissory Note Payoff	1,235,000	650,000	Promissory Note Payoff	1,235,000
Existing Cash on Balance Sheet	703,000	Note Payable Payoff	250,000	224,000	Note Payable Payoff	650,000
Total Sources	$176,722,814	Total Uses	$176,722,814	$154,824,772	Total Uses	$154,824,772

Maximum Redemption Scenario

Sources of Funds		Use of Funds			Use of Funds
Cash in Trust Account	—	DevvStream Equity Rollover	145,000,000	—	DevvStream Equity Rollover	145,000,000
PIPE Financing	—	Cash to Pro Forma Balance Sheet	—	—	Cash to Pro Forma Balance Sheet	—
DevvStream Equity Rollover	145,000,000	Transaction Fees & Expenses	493,000	145,000,000	Transaction Fees & Expenses	14,000
Note Payable	250,000	Promissory Note Payoff	210,000	650,000	Promissory Note Payoff	210,000
Existing Cash on Balance Sheet	703,000	Note Payable Payoff	250,000	224,000	Note Payable Payoff	650,000
Total Sources	$145,953,000	Total Uses	$145,953,000	$145,874,000	Total Uses	$145,874,000

Accounting Treatment

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no goodwill or other intangible assets are recorded. Operations prior to the Closing will be those of DevvStream in future reports of New PubCo. For additional information see “Unaudited Pro Forma Combined Financial Information — Expected Accounting Treatment of the Business Combination.”

Material Difference in Shareholder Rights

For a comparison of certain provisions of the DGCL and the ABCA, see the “The SPAC Continuance Proposal (Proposal 2) — Comparison of DGCL and ABCA” section of this proxy statement/prospectus.

The Proposals

THE BUSINESS COMBINATION PROPOSAL (PROPOSAL 1)

A proposal to approve and adopt the Business Combination Agreement, dated as of September 12, 2023, by and among FIAC, Focus Impact Amalco Sub Ltd., a company existing under the laws of the Province of British

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Columbia and wholly-owned subsidiary of FIAC, and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia, and approve the transactions contemplated thereby. For additional information, see the “The Business Combination Proposal (Proposal 1)” section of this proxy statement/prospectus.

THE SPAC CONTINUANCE PROPOSAL (PROPOSAL 2)

A proposal to approve the SPAC Continuance, and in connection therewith, the adoption of the new articles of FIAC effective upon the SPAC Continuance in substantially the form attached to this proxy statement/prospectus as Annex B. For additional information, see the “The SPAC Continuance Proposal (Proposal 2)” section of this proxy statement/prospectus.

THE NASDAQ PROPOSAL (PROPOSAL 3)

A proposal to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable Nasdaq Listing Rules, the issuance by FIAC of shares of Class A Common Stock pursuant to the Business Combination and PIPE Investment in an amount equal to 20% of more of the amount of FIAC’s issued and outstanding shares of Class A Common Stock immediately prior to such issuance. For additional information, see the “The Nasdaq Proposal (Proposal 3)” section of this proxy statement/prospectus.

THE CHARTER PROPOSAL (PROPOSAL 4)

A proposal to approve and adopt, assuming the Business Combination Proposal, the SPAC Continuance Proposal and the Nasdaq Proposal are approved and adopted, the New PubCo Governing Documents in substantially the form attached to the proxy statement/prospectus as Annex B and Annex C, respectively, for purposes of the articles and bylaws of the New PubCo Governing Documents, following the completion of the Amalgamation. For additional information, see the “The Charter Proposal (Proposal 4)” section of this proxy statement/prospectus.

THE ADVISORY CHARTER PROPOSALS (ADVISORY PROPOSALS 5A THROUGH 5H)

A proposal to approve and adopt, on a non-binding, advisory basis, certain differences between the FIAC Charter and the New PubCo Governing Documents, as set forth in the form appended to this proxy statement/prospectus as Annex B and Annex C, respectively, for the following amendments:

(A)	Name Change — to provide that the name of FIAC shall be changed to “DevvStream Corp.” (Advisory Proposal 5A);

(B)	Amendment of Blank Check Provisions — to remove and change certain provisions in the FIAC Charter related to FIAC’s status as a special purpose acquisition company (Advisory Proposal 5B);

(C)	Change in Authorized Shares — to authorize an unlimited number of New PubCo Common Shares and an unlimited number of preferred shares issuable in series with such terms as are determined by the New PubCo Board from time to time (Advisory Proposal 5C);

(D)	Change in Quorum — to provide that the quorum required for shareholder meetings is a minimum of 33^1/3% of shares entitled to vote thereon (Advisory Proposal 5D);

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(E)	Removal of Directors — to provide that stockholders may remove a director by resolution of not less than a simple majority of the votes cast in respect thereof (Advisory Proposal 5E);

(F)	Advance Notice — to provide that the time period to provide notice of the time and place of a meeting of shareholders is not less than twenty-one (21) days and not more than fifty (50) days before the meeting (Advisory Proposal 5F);

(G)

(H)	Stockholder Nominations — to provide that stockholder nominations for the board of directors must be given not less than 30 days prior to the date of the annual meeting of shareholders (Advisory Proposal 5H);

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For additional information, see the “The Advisory Charter Proposals (Advisory Proposals 5A through 5H)” section of this proxy statement/prospectus.

THE INCENTIVE PLAN PROPOSAL (PROPOSAL 6)

A proposal to approve and adopt the Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex F and the issuance of shares equal to 10% of the fully diluted, and as converted, amount of New PubCo Common Shares to be outstanding immediately following consummation of the Business Combination, or approximately shares as equity awards in accordance with the Equity Incentive Plan, if such plan is approved in accordance with the Incentive Plan Proposal. For additional information, see the “The Incentive Plan Proposal (Proposal 6)” section of this proxy statement/prospectus.

THE ADJOURNMENT PROPOSAL (PROPOSAL 7)

A proposal to adjourn the FIAC Stockholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the FIAC Stockholders Meeting, there are not sufficient votes to approve the Business Combination Proposal, the SPAC Continuance Proposal, the Charter Proposal or the Incentive Plan Proposal. For additional information, see the “The Adjournment Proposal (Proposal 7)” section of this proxy statement/prospectus.

Date, Time and Place of FIAC Stockholders Meeting

The FIAC Stockholders Meeting will be held virtually at a.m., Eastern Time, on , or at such other date and time to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals. We will hold the FIAC Stockholders Meeting solely by means of remote communication.

Proxy Solicitation

Proxies may be solicited by telephone, by facsimile, by mail, on the Internet or in person. We have engaged Morrow Sodali to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the FIAC Stockholders Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “The FIAC Stockholders Meeting — Revoking Your Proxy.”

Directors and Executive Officers of New PubCo After the Business Combination

Upon consummation of the Business Combination, it is expected that Sunny Trinh will serve as Chief Executive Officer of New PubCo and the board of directors of New PubCo will consist of ~~directors, which will be divided among the classes as follows.~~seven directors. See the section titled “Management After the Business Combination.”

Stock Exchange Listing

The Class A Common Stock, FIAC Units and FIAC Warrants are listed on the Nasdaq under the symbols “FIAC,” “FIACU” and “FIACW,” respectively. Following the Business Combination, the New PubCo Common Shares (including the New PubCo Common Shares issuable in the Business Combination) and New PubCo Warrants are expected to be listed on the Nasdaq under the symbols “DEVS” and “DEVSW.” New PubCo will not have units traded, and the FIAC Units will be delisted and deregistered following the Closing.

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Following the Closing, a total of New PubCo Common Shares in the Maximum Redemption Scenario, or New PubCo Common Shares in the No Redemption Scenario, held by various non-affiliate holders will immediately be freely tradable. An additional total of New PubCo Common Shares owned by PIPE Investors or issuable upon exercise of the outstanding New PubCo Warrants will be freely tradeable upon . Following the expiration of the lock-up periods pursuant to the Sponsor Side Letter and Company Support Agreements, an additional New PubCo Common Shares will be freely tradeable. In the aggregate, it is expected that, within 360 days following the Closing, a total of New PubCo Common Shares in the Maximum Redemption Scenario, or New PubCo Common Shares in the No Redemption Scenario, will be freely tradeable without restrictions.

Quorum and Required Vote for Stockholder Proposals

A quorum of FIAC stockholders is necessary to hold a valid meeting. A quorum will be present at the FIAC Stockholders Meeting if a majority of the FIAC Common Stock issued and outstanding and entitled to vote at the FIAC Stockholders Meeting is represented in person or by proxy at the FIAC Stockholders Meeting. Abstentions will be considered present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

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of the issued and outstanding FIAC Common Stock as of the Record Date and (ii) the affirmative vote of the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class. Approval of the Nasdaq Proposal, the Advisory Charter Amendment Proposals, the Incentive Plan Proposal and the Adjournment Proposal each requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of FIAC Common Stock who are present in person or represented by proxy and entitled to vote thereon at the FIAC Stockholders Meeting. A FIAC stockholder’s failure to vote by proxy or to vote in person at the FIAC Stockholders Meeting or an abstention will have the same effect as a vote “AGAINST” the Required Proposals.

The Incentive Plan Proposal and the Nasdaq Proposal are conditioned on the approval of the SPAC Continuance Proposal and the Business Combination Proposal (and the SPAC Continuance Proposal and the Business Combination Proposal are conditioned on the approval of the Incentive Plan Proposal and the Nasdaq Proposal), and unless the SPAC Continuance Proposal and the Business Combination Proposal are approved, the Advisory Charter Proposals, the Incentive Plan Proposal and the Nasdaq Proposal will not be presented to the stockholders of FIAC at the FIAC Stockholders Meeting. The Adjournment Proposal is not conditioned on any other Proposal and does not require the approval of any other Proposal to be effective. It is important for you to note that in the event the SPAC Continuance Proposal, the Business Combination Proposal, the Incentive Plan Proposal and the Nasdaq Proposal do not receive the requisite vote for approval, then FIAC will not consummate the Business Combination. If FIAC does not consummate the Business Combination and fails to complete an initial business combination by ~~May~~November 1, 2024, it will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the FIAC public stockholders, unless it seeks and obtains the approval of FIAC stockholders to amend the FIAC Charter to extend such date.

Recommendation to FIAC Stockholders

The FIAC Board believes that the Proposals are in the best interests of FIAC and its stockholders and recommends that FIAC stockholders vote “FOR” the Proposals.

When you consider the recommendation of the FIAC Board in favor of approval of these Proposals, you should keep in mind that FIAC directors and officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests as a stockholder. Please see the sections titled “Risk Factors” and “The Business Combination Proposal (Proposal 1) — Interests of FIAC’s Directors and Officers in the Business Combination” of this proxy statement/prospectus for a further discussion of these interests and other risks. These interests include, among other things, the fact that:

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event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on FIAC’s behalf. As of March 8, 2024, the Sponsor, officers and directors and their respective affiliates have approximately $40,000 in outstanding reimbursable out-of-pocket expenses. However, the Sponsor, officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed;

the Sponsor and directors and officers of FIAC paid an aggregate of $25,000 (or approximately $0.003 per share) for their Founder Shares and $11,200,000 (or $1.00 per warrant) for the Private Placement Warrants and such securities will have a significantly higher value at the time of the Business Combination. Such shares had an aggregate market value of approximately $ million based upon the closing price of the Class A Common Stock of $ per share on Nasdaq on . As a result of the nominal price of $0.003 per Founder Share paid by the Sponsor and the directors and officers of FIAC compared to the recent market price of the shares of Class A Common Stock, the Sponsor and its affiliates are likely to earn a positive rate of return on their investments in the Class B Common Stock even if the holders of Class A Common Stock experience a negative rate of return on their investments in Class A Common Stock;

as a condition to the FIAC IPO, the Class B Common Stock became subject to a lock-up whereby, subject to certain limited exceptions, the Class B Common Stock cannot be transferred until the earlier of (A) one year after the completion of FIAC’s initial business combination; or (B) subsequent to FIAC’s initial business combination, when the reported last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period commencing at least 150 days after FIAC’s initial business combination, or the date on which FIAC completes a liquidation, merger, stock exchange or other similar transaction that results in all of FIAC’s stockholders having the right to exchange their shares of FIAC Common Stock for cash, securities or other property;

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an aggregate of 11,200,000 Private Placement Warrants were issued to the Sponsor simultaneously with the consummation of the FIAC IPO and the underwriters’ exercise of its over-allotment option. Such Private Placement Warrants had an aggregate market value of approximately $ based upon the closing price of the FIAC Warrants of $ per share on Nasdaq on ;

the Sponsor and directors and officers of FIAC have agreed not to redeem any Class A Common Stock they hold in connection with a stockholder vote to approve a proposed initial business combination;

if FIAC does not complete an initial business combination by ~~May~~November 1, 2024, a portion of the proceeds from the sale of the Private Placement Warrants and Class B Common Stock will be included in the liquidating distribution to FIAC’s public stockholders. In such event, the ~~5,750,000~~750,000 Founder Shares and 11,200,000 shares of Class A Common Stock underlying the Private Placement Warrants, all of which are held by the Sponsor, directors and officers, would be worthless because they are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $ as of , based on the closing price per share of Class A Common Stock ~~as of~~ of $ per share ~~and the closing price of the FIAC Units of $ per unit~~ on Nasdaq on . Additionally, the Private Placement Warrants will expire worthless if the Trust Account is liquidated, including in the event FIAC is unable to complete an initial business combination within the required time period. The Sponsor has agreed to indemnify FIAC to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share by the claims of prospective target businesses with which FIAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to FIAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account, and shall not apply to any claims under FIAC’s indemnity of the underwriter in the FIAC IPO against certain liabilities; and

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Sponsor has extended the Sponsor Working Capital Loans to FIAC in order to provide FIAC with additional working capital, which such amounts may not be repaid if FIAC does not complete an initial business combination;

the Sponsor (including its representatives and affiliates) and FIAC’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to FIAC. The Sponsor and FIAC’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to FIAC completing its initial business combination. FIAC’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to FIAC, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in FIAC’s favor and such potential business opportunities may be presented to other entities prior to their presentation to FIAC, subject to applicable fiduciary duties. The FIAC Charter provides that, to the extent allowed by law, the doctrine of corporate opportunity shall not apply with respect to FIAC or any of its officers or directors, and FIAC renounces any expectancy that any of the directors or officers of FIAC will offer any such corporate opportunity of which he or she may become aware to FIAC, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of FIAC only with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of FIAC and such opportunity is one FIAC is legally and contractually permitted to undertake and would otherwise be reasonable for FIAC to pursue. FIAC, however, does not believe that the waiver of the application of the “corporate opportunity” doctrine in the FIAC Charter had any impact on its search for a potential business combination.

Opinion of FIAC’s Financial Advisor

FIAC engaged Houlihan Capital as financial advisor to FIAC in connection with the Business Combination. In connection with this engagement, Houlihan Capital delivered a written opinion, dated September 12, 2023, to the FIAC Board, to the effect that, as of the date of the HC Opinion and based upon and subject to the assumptions, conditions and limitations set forth in the HC Opinion, the Business Combination is fair to the holders of shares of Class A Common Stock from a financial point of view.

The full text of the HC Opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the HC Opinion, is attached as Annex J to this proxy statement/prospectus and is incorporated herein by reference. The description of the HC Opinion set forth in this proxy statement/prospectus is qualified in its entirety by the full text of such HC Opinion.

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described in “The Business Combination Proposal (Proposal 1) — Reasons for Approval of the Business Combination,” the members of the FIAC Board considered a wide variety of factors in connection with their respective evaluations of the Business Combination, including the HC Opinion. Houlihan Capital’s only opinion is the formal written opinion Houlihan Capital has expressed as to whether, as of the date of such opinion, the Business Combination is fair to the holders of shares of Class A Common Stock from a financial point of view. The HC Opinion does not constitute a recommendation to proceed with the Business Combination. The HC Opinion did not address any other aspect or implications of the Business Combination and the HC Opinion does not constitute an opinion, advice or recommendation as to how any stockholder of FIAC should vote at the FIAC Stockholders Meeting. In addition, the HC Opinion did not in any manner address the prices at which the securities of New PubCo would trade following the consummation of the Business Combination or at any time. The HC Opinion was approved by a Houlihan Capital fairness opinion committee.

Opinion of DevvStream’s Financial Advisor

Evans & Evans, Inc. (“Evans & Evans”) was engaged by the DevvStream Board to provide a written opinion (the “DevvStream Fairness Opinion”) to the DevvStream Board as to the fairness of the Business Combination, from a financial point of view, to the holders of Company Shares. On September 12, 2023, Evans & Evans rendered its opinion that, as of such date, based upon and subject to the various considerations set forth

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in the DevvStream Fairness Opinion, including the scope of review, limitations and assumptions, the proposed Business Combination is fair, from a financial point of view, to the holders of Company Shares.

The full text of the DevvStream Fairness Opinion is attached as Annex K to this proxy statement/prospectus and is incorporated herein by reference and should be read carefully in its entirety for a description of the assumptions made, matters considered and limitations on the review undertaken by Evans & Evans in providing its opinion.

For a description of the opinion that the board of directors of DevvStream (the “DevvStream Board”) received from Evans & Evans, Inc., see “The Business Combination Proposal (Proposal 1) — Opinion of DevvStream’s Financial Advisor.”

Emerging Growth Company

FIAC is currently and, following the consummation of the Business Combination, the Combined Company will be, an “emerging growth company,” as defined in the Securities Act, as modified by the Jumpstart Our Business Startups Act (“JOBS Act”). FIAC has taken, and the Combined Company may continue 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 of 2002 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in FIAC’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, stockholders of FIAC and the Combined Company may not have access to certain information they may deem important.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. FIAC has not elected to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, FIAC (and, following the Business Combination, the Combined Company), as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of FIAC’s and the Combined Company’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

FIAC (and following the Business Combination, New PubCo) will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the closing of the FIAC

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IPO; (ii) the last day of the fiscal year in which FIAC (and following the Business Combination, the Combined Company) has total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which FIAC (and following the Business Combination, the Combined Company) is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of FIAC’s (and following the Business Combination, the Combined Company’s) common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which FIAC (and following the Business Combination, the Combined Company) has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Summary of Risk Factors

This discussion includes forward-looking information regarding our business, results of operations and cash flows and contractual obligations and arrangements that involves risks, uncertainties and assumptions. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the section of this proxy statement/prospectus titled “Cautionary Note Regarding Forward-Looking Statements.”

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Risks Related to DevvStream’s Business and Industry

We have a limited operating history and financial results, which make our future results, prospects and the risks we may encounter difficult to predict. We have not generated any revenue to date.

We have incurred significant losses and expect to incur additional expenses and continuing losses for the foreseeable future, and we may not achieve or maintain profitability.

If the assumptions used to determine our market opportunity are inaccurate, our future growth rate may be affected and the potential growth of our business may be limited.

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.

The carbon market is an emerging market and its growth is dependent on the development of a commercialized market for carbon credits.

Increased scrutiny of ESG matters, including our completion of certain ESG initiatives, could have an adverse effect on our business, financial condition and results of operations, result in reputational harm and negatively impact the assessments made by ESG-focused investors when evaluating us.

Our long-term success depends, in part, on properties and assets developed and managed by third-party project developers, owners and operators.

Our streams are largely contract-based and the terms of such contracts may not be honored by developers or operators of a project.

We may acquire future streams in which we have limited control and our interests in such streams may be subject to transfer or other related restrictions.

Carbon markets, particularly the voluntary markets, are still evolving and there are no assurances that the carbon credits we purchase or generate through our investments will find a market.

Risks Related to DevvStream’s Information Technology and Intellectual Property

Failure of a key information technology system, process or site could have a material adverse effect on our business.

The actual or perceived failure to comply with data privacy and data security laws, regulations and industry standards could have a material adverse effect on our reputation, results of operations or financial condition or have other material and adverse consequences.

Our inability to retain licenses to intellectual property owned by third parties may materially adversely affect our financial results and operations.

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Risks Related to Legal, Compliance and Regulations

We may not be able to have all our projects validated through a compliance market or by an internationally recognized carbon credits standard body.

Carbon pricing initiatives are based on scientific principles that are subject to debate. Failure to maintain international consensus may negatively affect the value of carbon credits.

Carbon trading is heavily regulated and new legislation in the jurisdictions in which we operate may materially impact our operations.

Risks Related to FIAC and the Business Combination

FIAC’s stockholders can exercise redemption rights with respect to a large number of Class A Common Stock, which may impair FIAC’s ability to complete the Business Combination or optimize its capital structure.

You may be unable to ascertain the merits or risks of DevvStream’s operations.

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~~The unaudited pro forma financial information included in the section titled “Unaudited Pro Forma Combined Financial Information” may not be representative of New PubCo’s financial condition or results of operations if the Business Combination is consummated.~~

The Combined Company’s ability to be successful following the Business Combination will depend upon the efforts of the New PubCo Board and key personnel and the loss of such persons could negatively impact the operations and profitability of New PubCo’s business.

FIAC’s stockholders and DevvStream Shareholders may not realize a benefit from the Business Combination commensurate with the dilution they will experience in connection with the Business Combination.

The HC Opinion obtained by the FIAC Board from Houlihan Capital will not be updated to reflect changes in circumstances between signing the Business Combination Agreement and the completion of the Business Combination.

Risks Associated with New PubCo Being a Public Company Listed on the Nasdaq

New PubCo will need to improve its operational and financial systems to support its expected growth, increasingly complex business ~~arrangements.~~arrangements and rules governing revenue and expense recognition and any inability to do so will materially adversely affect its business and results of operations.

~~DevvStream's~~DevvStream’s failure to meet ~~Nasdaq's~~Nasdaq’s continued listing requirements could result in a delisting of its shares.

Risks Related to Ownership of New PubCo Common Shares

Nasdaq may delist New PubCo’s securities from its exchange.

The market price of New PubCo’s Common Shares may decline as a result of the Business Combination.

There are no current plans to pay cash dividends on the New PubCo Common Shares for the foreseeable future.

New PubCo shareholders may experience dilution in the future.

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~~If FIAC public stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a~~ ~~pro rata~~

If FIAC public stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

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Risks Related to Redemption

The ability to execute FIAC and DevvStream’s strategic plan could be negatively impacted to the extent a significant number of stockholders choose to redeem their shares in connection with the Business Combination.

Risks Related to Taxes

Following the SPAC Continuance, New PubCo will be subject to Canadian and United States tax on its worldwide income.

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

FIAC

The FIAC Units, Class A Common Stock and FIAC Warrants are currently listed on the Nasdaq under the symbols “FIACU,” “FIAC” and “FIACW,” respectively.

The closing price of the FIAC Units, Class A Common Stock and FIAC Warrants on September 12, 2023, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.70, $10.73, and $0.08, respectively. As of , the most recent closing price of the FIAC Units, Class A Common Stock and FIAC Warrants was $ , $ , and $ , respectively.

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Holders of the FIAC Units, Class A Common Stock and FIAC Warrants should obtain current market quotations for their securities. The market price of FIAC’s securities could vary at any time before the Business Combination is consummated.

Holders

As of the Record Date, there were holders of record of FIAC Units, holders of record of the Class A Common Stock, holders of record of the Class B Common Stock and holders of record of the FIAC Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose FIAC Units, Class A Common Stock and FIAC Warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

FIAC has not paid any cash dividends on its FIAC Common Stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New PubCo’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the New PubCo Board at such time. New PubCo’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing.

DevvStream

The Company Shares are traded on the Cboe Canada stock exchange (the “Cboe Canada”) under the ticker symbol “DESG” and on the OTCQB under the ticker symbol “DSTRF”. On September 12, 2023, the last trading day before announcement of the execution of the Business Combination Agreement, the closing price of the Company Shares on the Cboe Canada and OTCQB was CAD$1.03 and US$0.78, respectively. As of , the most recent closing price of the Company Shares on the Cboe Canada and OTCQB was CAD$ and US$ , respectively.

Holders of Company Shares should obtain current market quotations for their securities. The market price of the Company Shares could vary at any time before the Business Combination is consummated.

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The unaudited pro forma combined financial information of New PubCo has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” and presents the combination of the historical financial information of FIAC and DevvStream as adjusted to give effect to the Business Combination and the other related events contemplated by the Business Combination Agreement. The unaudited pro forma combined financial information also gives effect to certain completed or probable transactions to be consummated by FIAC and DevvStream that are not yet reflected in the historical financial information of FIAC or DevvStream and are considered material to investors. These material transactions are described below in the section entitled “— Other Related Events in Connection with the Business Combination” below.

FIAC is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. FIAC was incorporated under the laws of the State of Delaware on February 23, 2021. The registration statement for FIAC’s IPO was declared effective on October 27, 2021. On November 1, 2021, FIAC consummated its IPO of 23,000,000 FIAC Units, which included the full exercise of the underwriters’ option to purchase an additional 3,000,000 FIAC Units at the IPO price to cover over-allotments. Each Unit consists of one share of Class A Common Stock and one-half of one FIAC Warrant, with each whole FIAC Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. The FIAC Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of IPO, FIAC completed the private sale of 11,200,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to FIAC of $11,200,000.

Upon the closing of the IPO (including the full exercise of the underwriters’ over-allotment option) and the concurrent Private Placement, $234,600,000 was placed in the Trust Account, representing the aggregate redemption value of the Class A Common Stock sold in the IPO, at their redemption value of $10.20 per share.

On April 25, 2023, FIAC held a special meeting of stockholders (the “Extension Meeting”) to amend FIAC’s amended and restated certificate of incorporation to (i) extend the Termination Date by which FIAC has to consummate a Business Combination from May 1, 2023 (the “Original Termination Date”) to August 1, 2023 (the “Charter Extension Date”) and to allow FIAC, 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 the FIAC Board 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 FIAC’s initial Business Combination shall have occurred prior to such date (such amendment, the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”) and (ii) remove the limitation that FIAC may not redeem shares of public stock to the extent that such redemption would result in FIAC having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,000 (such amendment, the “Redemption Limitation Amendment” and such proposal, the “Redemption Limitation Amendment Proposal”). The stockholders of FIAC approved the Extension Amendment Proposal and the Redemption Limitation Amendment at the Extension Meeting on April 26, 2023.

In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 17,297,209 shares of Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of $179,860,588.

In connection with the Extension Amendment Proposal, on May 9, 2023, FIAC 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 the initial principal amount of $487,500 and, as of September 30, 2023, $1,025,000 was outstanding. Such funds have been deposited into the Trust Account. The Promissory Note does not bear interest and matures upon closing of the FIAC’s initial Business Combination. In the event that FIAC does not

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consummate a Business Combination, the Promissory Note will be repaid only from amounts remaining outside

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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 IPO. Proceeds from promissory notes of $1,025,000 (and related uses) through September 30, 2023 are reflected in FIAC’s historical financial statements presented in the unaudited pro forma condensed combined financial information. Proceeds received and related uses after September 30, 2023 are not reflected in the unaudited condensed consolidated pro forma financial information.

DevvStream is a capex-light carbon credit generation company focused on high-quality and high-return technology-based projects. DevvStream offers investors exposure to carbon credits, a key instrument used to offset emissions of carbon dioxide from industrial activities to reduce the effects of global warming. By utilizing blockchain technology to drive trust and transparency across the credit cycle and through leveraging partnerships with market leaders, DevvStream provides a turnkey solution to help companies generate, manage, and monetize environmental assets through carbon credits.

The unaudited pro forma combined balance sheet as of September 30, 2023 combines the historical unaudited balance sheet of FIAC as of September 30, 2023, with the historical ~~audited~~unaudited consolidated balance sheet of DevvStream as of ~~July~~October 31, 2023, on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on September 30, 2023.

The unaudited pro forma combined statement of operations for the year ended December 31, 2022 combines the historical audited statement of operations of FIAC for the year ended December 31, 2022 with the historical unaudited statement of operations of DevvStream for the 12 months ended January 31, 2023 on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on January 1, 2022, the beginning of the earliest period presented. The 12-month period of DevvStream’s historical statement of operations ending on January 31, 2023 is calculated by taking the audited statement of operations results of DevvStream for the 12 months ended July 31, 2023 and subtracting the unaudited statement of operations results of DevvStream for the six months ended July 31, 2023 and adding the unaudited statement of operations results of DevvStream for the six months ended July 31, 2022.

The unaudited pro forma combined statement of operations for the nine months ended September 30, 2023 combines the historical unaudited statement of operations of FIAC for the nine months ended September 30, 2023 with the historical unaudited statement of operations of DevvStream for the nine months ended ~~July~~October 31, 2023 on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on January 1, 2022, the beginning of the earliest period presented. The nine-month period of DevvStream’s historical statement of operations ending on ~~September 30,~~October 31, 2023 is calculated by ~~taking~~combining the unaudited statement of operations results of DevvStream for the three months ended October 31, 2023 with the audited statement of operations ~~results~~ of DevvStream for the 12 months ended July 31, 2023 and subtracting the unaudited statement of operations results of DevvStream for the ~~three months ended October 31, 2022. The unaudited statement of operations results for the three~~six months ended January 31, ~~2023 are included twice as this period is presented in both the annual period ended January 31, 2023 and the nine months ended July 31, 2023.~~2022.

The unaudited pro forma combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus:

the historical unaudited financial statements of FIAC as of and for the three and nine months ended September 30, 2023, and the historical audited financial statements of FIAC as of and for the fiscal year ended December 31, 2022;

the historical unaudited condensed consolidated interim financial statements of DevvStream as of and for the three months ended October 31, 2023, and the historical audited consolidated financial statements of DevvStream as of and for the fiscal year ended July 31, 2023; and

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•

other information relating to FIAC and DevvStream included in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof set forth under the section entitled “~~The Business Combination Proposal (Proposal 1)~~

The unaudited pro forma combined financial information should also be read together with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FIAC,,” “~~Management’s~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations of DevvStream,,” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Business Combination

On September 12, 2023, FIAC entered into a Business Combination Agreement, by and among FIAC, Amalco Sub and DevvStream. Pursuant to the Business Combination Agreement, among other things:

The exchange of all 75,936,461 DevvStream Company Shares issued and outstanding immediately prior to the Effective Time for ~~11,991,821, 11,991,821,~~12,016,196, 12,016,196, and ~~11,991,821~~12,016,196 of New PubCo Common Shares in the no redemptions, 50% redemptions, and maximum redemption scenarios, respectively, as adjusted by the Common Conversion Ratio.

The cancellation and conversion of 4,105,000 Company Options and 6,780,000 Company RSUs issued and outstanding immediately prior to the Effective Time into ~~648,258, 648,258,~~648,153, 648,153, and ~~648,258~~648,153 Converted Options and ~~1,070,692, 1,070,692, 1,070,692~~1,070,519, 1,070,519, 1,070,519 Converted RSUs in the no redemptions, 50% redemptions, and maximum redemption scenarios, respectively. Unvested Company Options and Company RSUs will accelerate and vest immediately upon the consummation of the Business Combination.

The exchange of ~~8,855,680~~8,689,015 Company Warrants issued and outstanding immediately prior to the Effective Time for ~~1,398,481, 1,398,481,~~1,371,940, 1,371,940, and ~~1,398,481~~1,371,940 of Converted Warrants in the no redemptions, 50% redemptions, and maximum redemption scenarios, respectively. The Converted Warrants shall become exercisable into 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).

DevvStream will be the surviving entity in the Amalgamation and will be a wholly owned subsidiary of NewPubCo.

Other Related Events in Connection with the Business Combination

Other related events that are contemplated to occur in connection with the Business Combination are summarized below:

The DevvStream management team is still in the process of negotiating a PIPE financing up to gross proceeds of $25.5 million to support the combined company at ~~closing.~~closing (the “PIPE Financing”). Since an agreement has not been completed, any proposed PIPE ~~financing~~Financing is excluded from these pro forma financial statements. However, if suitable terms for a PIPE ~~financing~~Financing cannot be reached, there is a probability there will be insufficient cash in the maximum redemption scenario. This would necessitate the settlement of the Sponsor Working Capital Loan in Private Placement Warrants, along with the recording of accrued expenses in the accompanying pro forma condensed combined balance sheet.

DevvStream is ~~still~~ in the process of issuing ~~Company~~ Convertible Bridge Notes, aiming to raise proceeds of up to $7.5 million during the Interim Period, of which $500 thousand has been issued as of January 12, 2024, in accordance with Section 2.12(f) of the Business Combination Agreement and the ~~Company~~ Convertible Bridge Notes Subscription Agreements. ~~There is no firm commitment in place for~~The Convertible Bridge Notes shall bear interest at 15% per annum and upon the Closing of the Business Combination are automatically converted into shares of New PubCo Common Shares at a ~~financing arrangement through~~Conversion Price equal to a 25% discount to the ~~issuance of Company Convertible Notes and as such the reflection of any funds from the Company Convertible Notes has not been reflected in the pro forma financial information.~~deemed value per New PubCo Common Share upon Closing.

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DevvStream secured ~~$0.3~~$0.7 million in debt financing through a note payable. The principal loan amount and all accrued interest for the note is payable in cash, or may be converted, at each ~~holder's~~holder’s sole option, into

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Subordinated Voting Company Shares effective immediately upon Closing. For more information regarding the note payable, see the section of this proxy statement/prospectus titled “Certain Relationships and Related Person Transactions — DevvStream — Convertible Bridge Financing.” We have assumed for purposes of this disclosure that this note payable will be fully settled and paid in cash upon the consummation of the Business Combination. The note payable is referred to as the “Financing Transactions.”

In connection with the Business Combination, DevvStream and FIAC are expected to pay ~~$13.4~~$15.3 million of transaction costs and an additional ~~$1.0~~$1.5 million for the repayment of the Sponsor Working Capital ~~Loan~~Loans and $0.2 million for the settlement of Sponsor accrued administrative fees. In the maximum redemption scenario, there will not be sufficient cash to pay these fees at closing, $0.5 million of transaction expenses are paid at closing, and $12.9 million is recorded as accrued fees in the accompanying pro forma condensed balance sheet. Furthermore, within the context of the maximum redemption scenario, the First Sponsor Working Capital Loan is settled through the exchange for 1,025,000 Private Placement Warrants, accompanied by the payment of accrued administrative fees amounting to $0.2 million for the Sponsor.

~~Expected Accounting Treatment~~Risks Related to FIAC and the Business Combination

You may be unable to ascertain the merits or risks of DevvStream’s operations.

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During the pendency of the Business Combination,

~~We expect~~ FIAC and DevvStream may not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement, which could adversely affect their respective businesses.

The HC Opinion obtained by the FIAC Board from Houlihan Capital will not be updated to ~~be accounted for as~~reflect changes in circumstances between signing the Business Combination Agreement and the completion of the Business Combination.

Risks Associated with New PubCo Being a ~~reverse recapitalization~~Public Company Listed on the Nasdaq

New PubCo will need to improve its operational and financial systems to support its expected growth, increasingly complex business arrangements and rules governing revenue and expense recognition and any inability to do so will materially adversely affect its business and results of operations.

DevvStream’s failure to meet Nasdaq’s continued listing requirements could result in ~~accordance with U.S. GAAP. Under this method~~a delisting of ~~accounting, FIAC is expected~~its shares.

Risks Related to ~~be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements~~Ownership of New PubCo ~~will represent~~Common Shares

Nasdaq may delist New PubCo’s securities from its exchange.

The market price of New PubCo’s Common Shares may decline as a ~~continuation~~result of the ~~financial statements~~Business Combination.

There are no current plans to pay cash dividends on the New PubCo Common Shares for the foreseeable future.

New PubCo shareholders may experience dilution in the future.

Risks Related to Redemption

Risks Related to Taxes

Following the SPAC Continuance, New PubCo will be subject to Canadian and United States tax on its worldwide income.

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

FIAC

The FIAC Units, Class A Common Stock and FIAC Warrants are currently listed on the Nasdaq under the symbols “FIACU,” “FIAC” and “FIACW,” respectively.

The closing price of the FIAC Units, Class A Common Stock and FIAC Warrants on September 12, 2023, the last trading day before announcement of the execution of the Business Combination ~~treated as~~Agreement, was $10.70, $10.73, and $0.08, respectively. As of , the ~~equivalent~~most recent closing price of ~~DevvStream issuing shares~~the FIAC Units, Class A Common Stock and FIAC Warrants was $ , $ , and $ , respectively.

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Holders

As of the Record Date, there were holders of record of FIAC ~~accompanied~~Units, holders of record of the Class A Common Stock, holders of record of the Class B Common Stock and holders of record of the FIAC Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose FIAC Units, Class A Common Stock and FIAC Warrants are held of record by ~~a recapitalization whereby no goodwill or~~banks, brokers and other ~~intangible assets are recorded. Operations~~financial institutions.

Dividend Policy

FIAC has not paid any cash dividends on its FIAC Common Stock to date and does not intend to pay cash dividends prior to the ~~Closing~~completion of the Business Combination. The payment of cash dividends in the future will be ~~those of DevvStream in future reports of~~dependent upon New ~~PubCo. DevvStream has been determined~~PubCo’s revenues and earnings, if any, capital requirements and general financial condition subsequent to ~~be the accounting acquirer based on evaluation~~completion of the ~~following facts and circumstances under each~~Business Combination. The payment of any cash dividends subsequent to the ~~no redemptions, 50% redemptions and maximum redemptions scenarios:~~

~~DevvStream Shareholders~~Business Combination will ~~have~~be within the ~~largest portion of the voting power of New PubCo;~~

~~DevvStream Shareholders will have the ability to nominate a majority of the members~~discretion of the New PubCo ~~Board;~~Board at such time. New PubCo’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing.

DevvStream ~~senior management will comprise the senior management roles of New PubCo and be responsible for the day-to-day operations;~~

~~New PubCo will assume the DevvStream name as DevvStream Corp.; and~~

The ~~intended strategy~~Company Shares are traded on the Cboe Canada stock exchange (the “Cboe Canada”) under the ticker symbol “DESG” and ~~operations~~on the OTCQB under the ticker symbol “DSTRF”. On September 12, 2023, the last trading day before announcement of ~~New PubCo will continue DevvStream’s current strategy and operations in~~ the ~~post-combination company.~~

~~We currently expect~~execution of the ~~FIAC Warrants and Private Placement Warrants to remain liability classified instruments upon~~Business Combination Agreement, the ~~Closing. New PubCo has preliminarily evaluated the accounting for~~closing price of the Company ~~Warrants, which shall be converted into warrants to purchase shares~~Shares on the Cboe Canada and OTCQB was CAD$1.03 and US$0.78, respectively. As of ~~New PubCo in accordance with~~, the ~~requirements of ASC 480 and ASC 815-40-15. For purposes~~most recent closing price of the ~~unaudited pro forma condensed combined financial information,~~Company Shares on the ~~New PubCo Warrants are classified as permanent equity. However, the evaluation~~Cboe Canada and ~~finalization~~OTCQB was CAD$ and US$ , respectively.

Holders of ~~accounting conclusions including, but not limited to, classification~~Company Shares should obtain current market quotations for their securities. The market price of the ~~instrument, impact to earnings per share, analysis of~~Company Shares could vary at any ~~potential embedded derivatives~~time before the Business Combination is consummated.

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and ~~the impact to other preferred/equity units are ongoing and subject to change.~~
included elsewhere in this proxy statement/prospectus.

~~Basis of Pro Forma Presentation~~Introduction

The unaudited pro forma combined financial information of New PubCo has been prepared in accordance with Article 11 of Regulation ~~S-X. The adjustments in~~S-X as amended by the ~~unaudited pro forma combined~~final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” and presents the combination of the historical financial information ~~have been identified~~of FIAC and ~~presented~~DevvStream as adjusted to provide relevant information necessary for an illustrative understanding of New PubCo upon consummation of the Business Combination. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma combined financial information are described in the accompanying notes.

The unaudited pro forma combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated, nor does it reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation ofgive effect to the Business Combination and the other related events contemplated by the Business Combination ~~Agreement~~Agreement. The unaudited pro forma combined financial information also gives effect to certain completed or probable transactions to be consummated by FIAC and DevvStream that are ~~expected~~not yet reflected in the historical financial information of FIAC or DevvStream and are considered material to investors. These material transactions are described below in the section entitled “— Other Related Events in Connection with the Business Combination” below.

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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 ~~used for general corporate purposes. The~~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 IPO. Proceeds from promissory notes of $1,025,000 (and related uses) through September 30, 2023 are reflected in FIAC’s historical financial statements presented in the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of New PubCo following the consummation of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma combined financial informationinformation. Proceeds received and are subject to change as additional information becomes available and analyses are performed. FIAC and DevvStream have not had any historical operational relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma combined financial information contained herein assumes that the FIAC stockholders approve the Business Combination on the terms and conditions set forth in the Business Combination Agreement. Pursuant to the current certificate of incorporation, FIAC’s public stockholders may elect to redeem their Public Shares for cash even if they approve the Business Combination. FIAC cannot predict how many of its public stockholders will exercise their right to redeem their shares of Class A Common Stocks for cash. The unaudited pro forma combined financial information has been prepared assuming three redemption scenariosrelated uses after ~~giving effect to the Business Combination, as follows:~~

•	~~Assuming No Redemptions:~~ ~~Assuming that no holders of Class A Common Stock exercise redemption rights with respect to their shares for a pro rata share of the funds in the Trust Account.~~

•

~~Assuming 50% Redemptions:~~ Assuming that FIAC stockholders holding 2.9 million of the Public Shares will exercise their redemption rights for their pro rata share (approximately $10.79 per share) of the funds in the Trust Account. This scenario gives effect to Public Share redemptions for aggregate redemption payments of $30.8 million using a per share redemption price of $10.79 per share.

•

~~Assuming Maximum Redemptions:~~ Assuming that FIAC stockholders holding 5.7 million of the Public Shares will exercise their redemption rights for their pro rata share (approximately $10.79 per share) of the funds in the Trust Account. This scenario gives effect to Public Share redemptions for aggregate redemption payments of $61.5 million using a per share redemption price of $10.79 per share. Additionally, due to the cash constraints in the maximum redemption scenario, the Sponsor Working Capital Loan is expected to be settled in exchange for 1,025,000 Private Placement Warrants.

The public stockholder redemptions are expected to be within the parameters described by the above three scenarios. However, there can be no assurance regarding which scenario will be closest to the actual results.

~~The following summarizes the pro forma New PubCo Common Shares issued and outstanding immediately after the Business Combination, presented under the three assumed redemption scenarios:~~

Share Ownership in DevvStream Holdings Inc.

Pro Forma Combined
(Assuming No
Redemptions)⁽¹⁾

Pro Forma Combined
(Assuming 50%
Redemptions)⁽²⁾

Pro Forma Combined
(Assuming Maximum
Redemptions)⁽³⁾⁽⁴⁾

Number of Shares

% Ownership

Number of Shares

% Ownership

Number of Shares

% Ownership
Sponsor and initial FIAC stockholders⁽⁵⁾⁽⁶⁾

5,175,000

22.6%

5,175,000

25.9%

5,175,000

30.1%
FIAC public stockholders⁽⁷⁾

5,702,791

24.9%

2,851,396

14.2%

—

0.0%
Former DevvStream shareholders⁽⁸⁾

11,991,821

52.5%

11,991,821

59.9%

11,991,821

69.9%
Total

22,869,612

100.0%

20,018,217

100.0%

17,166,821

100.0%

~~(1)~~

~~Assumes that no Class A Common Stock is redeemed.~~

~~(2)~~

Assumes 50% of the shares of Class A Common Stock are redeemed for aggregate redemption payments of approximately $30.8 million, assuming a $10.79 per share redemption price and based on funds in the Trust Account as of September 30, 2023.

~~(3)~~

Assumes the maximum amount of shares of Class A Common Stock are redeemed for aggregate redemption payments of approximately $61.5 million, assuming a $10.79 per share redemption price and based on funds in the Trust Account as of September 30, 2023.

~~(4)~~

~~(5)~~

~~Includes 3,450,000 Founder Shares held by FIAC’s Sponsor, 1,725,000 Founder Shares held by other investors that will convert into New PubCo Common Shares.~~

~~(6)~~

~~Excludes 11,200,000 Private Placement Warrants as the warrants are not expected to be in the money at Closing.~~

~~(7)~~

~~Excludes 11,500,000 FIAC Warrants as the warrants are not expected to be in the money at Closing.~~

~~(8)~~

~~Excludes shares underlying (i) Legacy Warrants, which will be exercisable for 1,398,479 shares at a weighted average exercise price of~~

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$4.66 per share, (ii) Converted Options, which will be exercisable for 648,258 shares at a weighted average exercise price of $4.01 per share and (iii) 1,070,692 Converted RSUs, as well as shares available for future issuance pursuant to the proposed Equity Incentive Plan.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions. Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.

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~~UNAUDITED PRO FORMA COMBINED BALANCE SHEET~~

~~As of~~ September 30, 2023
are not reflected in the unaudited condensed consolidated pro forma financial information.

~~(in thousands)~~

Assuming No Redemptions

Assuming 50% Redemptions

Assuming Maximum Redemptions

Focus Impact
Acquisition Corp.
(Historical)

DevvStream
Holdings Inc.
(Historical)

Transaction
Accounting
Adjustments

Pro Forma
Combined

Transaction
Accounting
Adjustments

Pro Forma
Combined

Transaction
Accounting
Adjustments

Pro Forma
Combined
Assets

Current assets:

Cash

$213

$490

$46,945

A

$47,648

$16,175

A

$16,878

$(703)

A

$—
GST receivable

—

49

—

49

—

49

—

49
Prepaid expenses

43

312

—

355

—

355

—

355
Total current assets

256

851

46,945

48,052

16,175

17,282

(703)

404
Equipment

—

3

—

3

—

3

—

3
Prepaid expenses, non-current

—

—

—

—

—

—

—

—
Investment held in Trust Account

61,540

—

(61,540)

B

—

(61,540)

B

—

(61,540)

B

—
Total assets

$61,796

$854

($14,595)

$48,055

($45,365)

$17,285

($62,243)

$407

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable and accrued liabilities

3,734

909

(3,734)

C

$909

(3,734)

C

$909

9,055

C

$13,698
Due to DevvESG Streaming Finco Ltd.

—

—

—

—

—

—

—

—
Due to related party

—

—

—

—

—

—

—

—
Due to Sponsor

210

—

(210)

C

—

(210)

C

—

(210)

C

—
Franchise taxes payable

30

—

—
��

30

—

30

—

30
Income taxes payable

6

—

—

6

—

6

—

6
Excise tax payable

1,799

—

—

C

1,799

308

C

2,107

615

C

2,414
Promissory note - related party

1,025

—

(1,025)

C

—

(1,025)

C

—

(1,025)

C

—
Convertible Note

—

—

—

—

—

—

—

—
Total current liabilities

6,804

909

(4,969)

2,744

(4,661)

3,052

8,435

16,148
Warrant liability

1,816

—

—

1,816

—

1,816

82

1,898
Marketing agreement

150

—

(150)

C

—

(150)

C

—

(150)

C

—
Deferred underwriting commissions

—

—

—

—

—

—

—

—
Total liabilities

8,770

909

(5,119)

4,560

(4,811)

4,868

8,367

18,046
Commitments and contingencies:

Class A Common Stock subject to possible redemption

61,539

—

(61,539)

D

—

(61,539)

D

—

(61,539)

D

—

Equity:

Preferred Equity

—

—

—

—

—

—

—

—
Class A common Stock

—

—

1

E

1

1

E

1

1

E

1
Class B common stock

—

—

—

—

—

—

—

—
Additional paid in capital

—

11,883

43,721

F

55,604

12,643

F

24,526

(18,356)

F

(6,473)
Accumulated deficit

—

—

—

—

—

—

—

—
Common Shares

—

—

—

—

—

—

—

—
Accumulated other comprehensive loss

—

(84)

—

(84)

—

(84)

—

(84)
Deficit

(8,513)

(11,854)

8,341

G

(12,026)

8,341

G

(12,026)

9,284

G

(11,083)
Total shareholders' equity

(8,513)

(55)

52,063

43,495

20,985

12,417

(9,071)

(17,639)
Total liabilities and shareholders' equity

$61,796

$854

($14,595)

$48,055

($45,365)

$17,285

($62,243)

$407

~~TABLE OF CONTENTS~~

~~UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS~~

~~For~~DevvStream is a capex-light carbon credit generation company focused on high-quality and high-return technology-based projects. DevvStream offers investors exposure to carbon credits, a key instrument used to offset emissions of carbon dioxide from industrial activities to reduce the ~~Nine Months Ended September 30, 2023~~

~~(in thousands)~~

Assuming No Redemptions

Assuming 50% Redemptions

Assuming Maximum Redemptions

Focus Impact
Acquisition Corp.
(Historical)

DevvStream
Holdings Inc.
(Historical)

Transaction
Accounting
Adjustments

Pro Forma
Combined

Transaction
Accounting
Adjustments

Pro Forma
Combined

Transaction
Accounting
Adjustments

Pro Forma
Combined
Operating expenses:

Operating costs

4,028

—

(4,028)

H

—

(4,028)

H

—

(4,028)

H

—
Sales and marketing

—

834

—

834

—

834

—

834
Depreciation

—

1

—

1

—

1

—

1
General and administrative

—

374

4,028

H

4,402

4,028

H

4,402

4,028

H

4,402
License fee

—

—

—

—

—

—

—

—
Professional Fees

—

1,727

—

1,727

—

1,727

—

1,727
Salaries and wages

—

456

—

456

—

456

—

456
Share-based compensation

—

1,646

—

1,646

—

1,646

—

1,646
Total operating expenses

4,028

5,038

—

9,066

—

9,066

—

9,066
Other income

Other Income

—

7

—

7

—

7

—

7
Foreign exchange gain (loss)

—

(43)

—

(43)

—

(43)

—

(43)
Listing expense

—

—

—

—

—

—

—

—
Loss on impairment

—

—

—

—

—

—

—

—
Gain on forgiveness of accounts payable

—

—

—

—

—

—

—

—
Recovery of offering costs allocated to warrants

310

—

—

310

—

310

—

310
Change in fair value of warrant liabilities

(681)

—

—

L

(681)

—

L

(681)

(31)

L

(712)
Operating account interest income

13

—

—

13

—

13

—

13
Income from Trust Account

4,605

—

(4,605)

I

—

(4,605)

I

—

(4,605)

I

—
Total other income

4,247

(36)

(4,605)

(394)

(4,605)

(394)

(4,635)

(425)
Income before provision for income taxes

219

(5,074)

(4,605)

(9,460)

(4,605)

(9,460)

(4,635)

(9,490)
Provision for income taxes

(938)

—

—

J

(938)

—

J

(938)

—

J

(938)
Net Income (Loss)

$(719)

$(5,074)

$(4,605)

$(10,398)

$(4,605)

$(10,398)

$(4,635)

$(10,429)

Pro Forma Earnings Per Share

Basic

$(0.45)

$(0.52)

$(0.61)
Diluted

$(0.45)

$(0.52)

$(0.61)
Pro Forma Number of Shares Used in Computing EPS

Basic (#)

22,869,612

20,018,217

17,166,821
Diluted (#)

22,869,612

20,018,217

17,166,821

~~TABLE OF CONTENTS~~

~~UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS~~

~~For~~effects of global warming. By utilizing blockchain technology to drive trust and transparency across the ~~Year Ended December 31, 2022~~

~~(in thousands)~~

Assuming No Redemptions

Assuming 50% Redemptions

Assuming Maximum Redemptions

Focus Impact
Acquisition Corp.
(Historical)

DevvStream
Holdings Inc.
(Historical)

Transaction
Accounting
Adjustments

Pro Forma
Combined

Transaction
Accounting
Adjustments

Pro Forma
Combined

Transaction
Accounting
Adjustments

Pro Forma
Combined
Operating expenses:

Operating costs

1,785

—

(1,785)

H

—

(1,785)

H

—

(1,785)

H

—
Sales and marketing

150

459

—

609

—

609

—

609
Depreciation

—

2

—

2

—

2

—

2
General and administrative

—

360

1,785

H

2,145

1,785

H

2,145

1,785

H

2,145
License Fee

—

1,846

—

1,846

—

1,846

—

1,846
Professional Fees

—

1,127

—

1,127

—

1,127

—

1,127
Salaries and wages

—

1,468

—

1,468

—

1,468

—

1,468
Share-based compensation

—

874

—

874

—

874

—

874
Streaming rights

—

1,250

—

1,250

—

1,250

—

1,250
Total operating expenses

1,935

7,386

—

9,321

—

9,321

—

9,321
Other income

Other Income

—

4

(172)

K

(168)

(172)

K

(168)

771

K

775
Foreign exchange gain (loss)

—

16

—

16

—

16

—

16
Listing expense

—

—

—

—

—

—

—

—
Loss on impairment

—

(532)

—

(532)

—

(532)

—

(532)
Gain on forgiveness of accounts payable

—

—

—

—

—

—

—

—
Recovery of offering costs allocated to warrants

—

—

—

—

—

—

—

—
Change in fair value of warrant liabilities

10,669

—

—

L

10,669

—

L

10,669

482

L

11,151
Operating account interest income

7

—

—

7

—

7

—

7
Income from Trust Account

3,434

—

(3,434)

I

—

(3,434)

I

—

(3,434)

I

—
Total other income

14,110

(512)

(3,606)

9,992

(3,606)

9,992

(2,181)

11,417
Income before provision for income taxes

12,176

(7,898)

(3,606)

672

(3,606)

672

(2,181)

2,097
Provision for income taxes

(645)

—

—

J

(645)

—

J

(645)

—

J

(645)
Net Income (Loss)

$11,530

$(7,898)

$(3,606)

$26

$(3,606)

$26

$(2,181)

$1,451

Pro Forma Earnings Per Share

Basic

$0.00

$0.00

$0.08
Diluted

$0.00

$0.00

$0.08
Pro Forma Number of Shares Used in Computing EPS

Basic (#)

22,869,612

20,018,217

17,166,821
Diluted (#)

24,841,261

21,989,865

19,138,470

~~TABLE OF CONTENTS~~

~~NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION~~

~~1. Basis of Presentation~~

~~The Business Combination will be accounted for as~~credit cycle and through leveraging partnerships with market leaders, DevvStream provides a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, FIAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New PubCo will represent a continuation of the financial statements of DevvStream with the Business Combination treated as the equivalent of DevvStream issuing shares for the netturnkey solution to help companies generate, manage, and monetize environmental assets of FIAC, accompanied by a recapitalization. The net assets of FIAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of DevvStream in future reports of New PubCo.through carbon credits.

FIAC and DevvStream have different fiscal year ends. DevvStream’s fiscal year end is the last day in July, or July 31^st, and FIAC’s fiscal year end is December 31^st. As the fiscal years differ by more than 93 days, pursuant to Rule 11- 02(c)(3) of Regulation S-X for the ~~audited financial information~~purposes of ~~DevvStream as of July 31, 2023, has been combined with the unaudited financial information of FIAC as of September 30, 2023, in the preparation of~~presenting the unaudited pro forma condensed combined ~~balance sheet. The unaudited~~ financial information, ~~of DevvStream for the 12 months ended January 31, 2023, has been combined with the audited financial information of FIAC for~~ the fiscal year ~~ended December 31, 2022, in the preparation~~end of ~~the unaudited pro forma condensed combined income statements for~~DevvStream has been conformed to the fiscal year ~~ended December~~end of FIAC. Following the consummation of the Business Combination, New PubCo will have a July 31 ~~2022.~~^st fiscal year end.

The unaudited pro forma combined statement of operations for the ~~fiscal~~ year ended December 31, 2022 combines the historical audited statement of operations of FIAC for the ~~fiscal~~ year ended December 31, 2022 with the historical unaudited statement of operations of DevvStream for the 12 months ended January 31, 2023 on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on January 1, 2022, the beginning of the earliest period presented. The 12-month period of DevvStream’s historical statement of operations ending on January 31, 2023 is calculated by taking the audited statement of operations results of DevvStream for the 12 months ended July 31, 2023 and subtracting the unaudited statement of operations results of DevvStream for the six months ended July 31, 2023 and adding the unaudited statement of operations results of DevvStream for the six months ended July 31, 2022.

The unaudited pro forma combined statement of operations for the nine months ended September 30, 2023 combines the historical unaudited statement of operations of FIAC for the nine months ended September 30, 2023 with the historical unaudited statement of operations of DevvStream for the nine months ended ~~July~~October 31, 2023 on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on January 1, 2022, the beginning of the earliest period presented. The nine-month period of DevvStream’s historical statement of operations ending on ~~September 30,~~October 31, 2023 is calculated by ~~taking~~combining the unaudited statement of operations results of DevvStream for the three months ended October 31, 2023 with the audited statement of operations ~~results~~ of DevvStream for the 12 months ended July 31, 2023 and subtracting the unaudited statement of operations results of DevvStream for the ~~three months ended October 31, 2022. The unaudited statement of operations results for the three~~six months ended January 31, ~~2023, are included twice as this period is presented in both the annual period ended January 31, 2023, and the nine months ended July 31, 2023.~~2022.

•	other information relating to FIAC and DevvStream included in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof set forth under the section entitled “~~The Business Combination Proposal (Proposal 1)~~.”

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49

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~~Management has made significant estimates and assumptions in its determination~~Description of the ~~pro forma adjustments based on information available as~~Business Combination

On September 12, 2023, FIAC entered into a Business Combination Agreement, by and among FIAC, Amalco Sub and DevvStream. Pursuant to the Business Combination Agreement, among other things:

Prior to the Effective Time, FIAC will affect the SPAC Continuance and change its name to New PubCo. following the SPAC Continuance, and in accordance with the applicable provisions of the ~~date~~Plan of ~~this proxy statement/prospectus. As~~Arrangement and the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers this basisBCBCA.

The exchange of ~~presentation to be reasonable under the circumstances.~~

~~One-time direct~~all 75,936,461 DevvStream Company Shares issued and ~~incremental transaction costs anticipated to be incurred~~outstanding immediately prior to ~~or concurrent~~the Effective Time for 12,016,196, 12,016,196, and 12,016,196 of New PubCo Common Shares in the no redemptions, 50% redemptions, and maximum redemption scenarios, respectively, as adjusted by the Common Conversion Ratio.

The cancellation and conversion of 4,105,000 Company Options and 6,780,000 Company RSUs issued and outstanding immediately prior to the Effective Time into 648,153, 648,153, and 648,153 Converted Options and 1,070,519, 1,070,519, 1,070,519 Converted RSUs in the no redemptions, 50% redemptions, and maximum redemption scenarios, respectively. Unvested Company Options and Company RSUs will accelerate and vest immediately upon the consummation of the Business Combination.

The exchange of 8,689,015 Company Warrants issued and outstanding immediately prior to the Effective Time for 1,371,940, 1,371,940, and 1,371,940 of Converted Warrants in the no redemptions, 50% redemptions, and maximum redemption scenarios, respectively. The Converted Warrants shall become exercisable into 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).

DevvStream will be the surviving entity in the Amalgamation and will be a wholly owned subsidiary of NewPubCo.

Other Related Events in Connection with the ~~Closing~~Business Combination

Other related events that are ~~reflected in the unaudited pro forma combined balance sheet as a direct reduction~~contemplated to New PubCo’s additional paid in capital and are assumed to be cash settled. In the maximum redemption scenario, certain transaction costs are presented as accrued and unpaid as of the Closing. One-time direct and incremental transaction costs incurredoccur in connection with the Business Combination ~~allocated~~are summarized below:

The DevvStream management team is still in the process of negotiating a PIPE financing up to gross proceeds of $25.5 million to support the ~~liability classified warrants are recorded as a charge to accumulated deficit.~~

~~Management~~combined company at closing (the “PIPE Financing”). Since an agreement has not ~~identified~~been completed, any ~~material differences in accounting policies that would require adjustments in the~~proposed PIPE Financing is excluded from these pro forma financial ~~information. Certain reclassifications have been reflected to conform financial statement presentation as described~~statements. However, if suitable terms for a PIPE Financing cannot be reached, there is a probability there will be insufficient cash in the ~~notes~~maximum redemption scenario. This would necessitate the ~~pro forma financial statements below.~~

~~2. Adjustments to Unaudited Pro Forma Combined Financial Information~~

The unaudited pro forma combined financial information takes into consideration the effects of adjustments under the no redemptions scenario, 50% redemptions scenario and the maximum redemptions scenario.

~~Adjustments to Unaudited Pro Forma Combined Balance Sheet~~

~~The adjustments included in the unaudited pro forma combined balance sheet as of September 30, 2023, are as follows:~~

~~A. Represents pro forma adjustments to cash and cash equivalents to reflect the following:~~

(in thousands)

No Redemption

50% Redemption

Maximum Redemption
Reclass of Cash and Securities Held in Trust Account

61,540

61,540

$61,540⁽¹⁾
Payment of Transaction Costs

(13,360)

(13,360)

$(703)⁽²⁾
Payment of Sponsor Working Capital Loan

(1,235)

(1,235)

$—⁽³⁾
Cash Paid on Redeemed Shares

—

(30,770)

$(61,540)⁽⁴⁾
Net adjustment⁽⁵⁾

$46,945

$16,175

$(703)

~~(1)~~

~~Reflects the liquidation and reclassification of $61.5 million of investments held in the Trust Account to cash and cash equivalents that becomes available for general corporate use by New PubCo.~~

~~(2)~~

Reflects the cash disbursement for the preliminary estimated direct and incremental transaction costs of $13.4 million, including $13.4 million and $0.7 million to be paid by FIAC and DevvStream, respectively, in connection with the Business Combination prior to, or concurrent with the Closing.

~~(3)~~

Reflects the cash disbursement of $1.0 million for the repayment of the Sponsor Working Capital Loan and the accrued administrative fees totaling $0.2 million. In the maximum redemption scenario, the Sponsor Working Capital Loan is settled and exchanged for 1,025,000 Private Placement Warrants which is reflected in Note 2 (C).

~~(4)~~

Reflects the cash disbursement for the shares redeemed, 2,851,396 and 5,702,791 shares of Class A Common Stock, in the 50% and maximum redemption scenarios, respectively, at a redemption share price of $10.79 per share.

~~(5)~~

This adjustment also has offsetting impacts to cash from a $0.3 million note payable issuance subsequent to the latest balance sheet date. While the principal loan amount and all accrued interest for the note payable may be converted, at each holder's sole option, into Subordinated Voting Company Shares effective immediately upon closing, we have assumed for purposes of this disclosure that this note payable will be fully paid in cash upon the consummation of the Business Combination.

B. Reflects the release of $61.5 million of cash currently held in the Trust Account that becomes available to effectuate the Business Combination and for the general use of New PubCo upon consummation of the Business Combination.

~~C. Reflects the payment~~settlement of the Sponsor Working Capital Loan in Private Placement Warrants, along with the recording of accrued ~~administrative fee and previously incurred, expected~~expenses in the accompanying pro forma condensed combined balance sheet.

DevvStream is in the process of issuing Convertible Bridge Notes, aiming to ~~be incurred, and accrued transaction costs paid upon consummation~~raise proceeds of up to $7.5 million during the Interim Period, of which $500 thousand has been issued as of January 12, 2024, in accordance with Section 2.12(f) of the Business Combination Agreement and the Convertible Bridge Notes Subscription Agreements. The Convertible Bridge Notes shall bear interest at 15% per annum and upon the Closing of the Business Combination are automatically converted into shares of New PubCo Common Shares at a Conversion Price equal to a 25% discount to the deemed value per New PubCo Common Share upon Closing.

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~~Combination. This adjustment also reflects~~

DevvStream secured $0.7 million in debt financing through a note payable. The principal loan amount and all accrued interest for the ~~accrual~~note is payable in cash, or may be converted, at each holder’s sole option, into Subordinated Voting Company Shares effective immediately upon Closing. For more information regarding the note payable, see the section of ~~an excise tax calculated at 1%~~this proxy statement/prospectus titled “Certain Relationships and Related Person Transactions — DevvStream — Convertible Bridge Financing.” We have assumed for purposes of this disclosure that this note payable will be fully settled and paid in cash upon the consummation of the ~~shares~~Business Combination. The note payable is referred to as the “Financing Transactions.”

In connection with the Business Combination, DevvStream and FIAC are expected to pay $15.3 million of ~~Class A Common Stock redeemed in each~~transaction costs and an additional $1.5 million for the repayment of the ~~minimum, 50%~~Sponsor Working Capital Loans and ~~maximum redemption scenarios.~~

~~Additionally, a portion of these transaction costs is accounted for as a~~ $0.2 million ~~increase in~~for the ~~accumulated deficit. The charge to accumulated deficit is associated with transaction costs allocated to the liability classified warrants, as further discussed in Note 2 (G) and Note 2 (K).~~

settlement of Sponsor accrued administrative fees. In the maximum redemption scenario, there will not be sufficient cash to pay ~~the~~these fees at closing, $0.5 million of transaction expenses are paid at closing, ~~$9.2~~and $12.9 million ~~of direct and incremental transaction expenses that have not yet been incurred are~~is recorded as accrued ~~expenses~~fees in the accompanying pro forma condensed ~~combined~~ balance sheet. The DevvStream and FIAC management teams are attempting to complete a PIPE and/or other financing arrangements to pay these fees at closing. There is no firm commitment for a PIPE or other financing arrangement asFurthermore, within the context of ~~the date of this filing.~~

D. Reflects the reclassification of shares of Class A Common Stock subject to possible redemption into permanent equity assuming no redemptions and immediate conversion of 5,702,791 shares of Class A Common Stock into New PubCo Common Shares on a one-to-one basis in connection with the Business Combination and 50% redemptions and immediate conversion of 2,851,396 shares of Class A Common Stock into New PubCo Common Shares on a one-to-one basis in connection with the Business Combination.

~~E. Represents pro forma adjustments to par value of Class A Common Stock balance to reflect the following:~~

~~(in thousands)~~			~~Amount~~
~~Conversion of Class A Common Stock into New PubCo Common Shares as a result of the Business Combination~~			1
~~Net adjustment~~			$1

~~F. Represents pro forma adjustments to additional paid in capital balance to reflect the following:~~

(in thousands)

No
Redemption

50%
Redemption

Maximum
Redemption
Reduction in additional paid in capital for accrual of excise tax payable based on number of shares redeemed

—

(308)

(615)
Reduction in additional paid in capital for accrued acquisition-related transaction expenses paid

(9,304)

(9,304)

(9,226)
Reflection of the accrued deferred underwriting fees related to the Business Combination

—

—

—
Issuance of New PubCo Common Shares to holders of DevvStream ordinary units at the Closing

(1)

(1)

(1)
Conversion of Class A Common Stock into New PubCo Common Shares as a result of the Business Combination

61,539

30,769

(1)
Elimination of FIAC 's historical accumulated deficit in connection with the reverse recapitalization at the Closing

(8,513)

(8,513)

(8,513)
Net adjustment

$43,721

$12,643

$(18,356)

G. Reflects the recognition of $0.2 million of direct and incremental transaction cost allocated to the liability classified warrants and the elimination of FIAC’s historical accumulated deficit with a corresponding adjustment to Additional paid in-capital for New PubCo in connection with the reverse recapitalization at the Closing, which is also reflected in Note 2 (F).

~~Adjustments to Unaudited Pro Forma Combined Statements of Operations~~

~~H. Represents reclassifications to conform FIAC’s financial information to financial statement line items and presentation of New PubCo based on DevvStream’s financial statement presentation.~~

I. Reflects the elimination of $4.6 million and $3.4 million of interest income for the nine months ended September 30, 2023, and year ended December 31, 2022, respectively, related to historical income from the Trust Account.

~~TABLE OF CONTENTS~~

~~J. The pro forma income statement adjustments do not reflect any income tax effect because DevvStream has a full valuation allowance offsetting any potential tax impact.~~

~~K. Reflects the recognition of $0.2 million of direct and incremental transaction costs allocated to the liability classified warrants.~~

In the maximum redemption scenario, ~~this adjustment also reflects~~ the ~~recognition of a gain of $0.9 million attributable to the extinguishment of the $1.0 million~~First Sponsor Working Capital Loan inis settled through the exchange for 1,025,000 Private Placement Warrants, ~~with a fair value~~accompanied by the payment of ~~$0.1 million.~~

~~L. Reflects the recognition of additional change in fair value of warrant liabilities,~~accrued administrative fees amounting to ~~a loss of $31,000 for the nine months ended September 30, 2023, and a gain of $0.5~~$0.2 million for the ~~year ended December 31, 2022 assuming that the 1,025,000 additional Private Placement Warrants used to settle the Sponsor Working Capital Loan were outstanding as of January 1, 2022.~~Sponsor.

~~3. Earnings per Share~~

The pro forma earnings per share calculation represents the net income (loss) per share calculated using the pro forma basic and diluted weighted average shares outstanding of New PubCo Common Shares as a result of the pro forma adjustments as if the Business Combination had occurred on January 1, 2022, the beginning of annual period. The calculation of weighted average shares outstanding for pro forma basic and diluted net income per share reflects (i) the historical DevvStream shares, as adjusted by the Common Conversion Ratio, outstanding as of the respective original issuance date and (ii) assumes that the new shares issuable relating to the Other Related Events, as adjusted by the Common Conversion Ratio (where applicable), and the Business Combination have been outstanding as of January 1, 2022, the beginning of the earliest period presented. For potentially dilutive securities related to DevvStream's historical stock-based compensation and DevvStream's Converted Warrants, the treasury stock method is applied along with the Conversion Ratio has been applied to determine the potentially dilutive impact. Under the 50% redemptions scenario, 50% of the shares of Class A Common Stock are assumed to be redeemed by FIAC public stockholders and are eliminated as of January 1, 2022, the beginning of the annual period. Under the maximum redemption scenario, 100% of the shares of Class A Common Stock assumed to be redeemed by FIAC public stockholders and are eliminated as of January 1, 2022, the beginning of the annual period.

~~TABLE OF CONTENTS~~

~~The unaudited pro forma combined per share information has been presented under the three assumed redemption scenarios as follows:~~

Nine Months Ended September 30, 2023
(in thousands, except share and per share data)

Assuming No
Redemptions

Assuming 50%
Redemptions

Assuming
Maximum
Redemptions
Numerator:

Net income (loss) attributable to common shareholders - basic and diluted

$(10,398)

$(10,398)

$(10,429)
Denominator:

Sponsor and certain affiliates

5,175,000

5,175,000

5,175,000
FIAC public stockholders

5,702,791

2,851,396

—
Former DevvStream shareholders

11,991,821

11,991,821

11,991,821
Former DevvStream convertible note holders

—

—

—
Weighted average shares outstanding - basic

22,869,612

20,018,217

17,166,821
Diluted effect of DevvStream stock based compensation

—

—

—
Diluted effect of DevvStream Converted Warrants
��
—

—

—
Weighted average shares outstanding - diluted

22,869,612

20,018,217

17,166,821

Net income (loss) per share attributable to common shareholders - basic

$(0.45)

$(0.52)

$(0.61)
Net income (loss) per share attributable to common shareholders - diluted

$(0.45)

$(0.52)

$(0.61)

Upon Closing, the following outstanding shares of Common Stock equivalents were excluded from the computation of pro forma diluted net income (loss) per share for the period and scenarios presented because including them would have had an anti-dilutive effect:

Nine Months Ended September 30, 2023

Assuming No
Redemptions

Assuming 50%
Redemptions

Assuming
Maximum
Redemptions
Private Placement Warrants

11,200,000

11,200,000

12,225,000
FIAC Warrants

11,500,000

11,500,000

11,500,000
New PubCo Warrants

1,398,481

1,398,481

1,398,481
New PubCo Stock Options

648,258

648,258

648,258
New PubCo RSUs

1,070,692

1,070,692

1,070,692

Year Ended December 31, 2022
(in thousands, except share and per share data)

Assuming No
Redemptions

Assuming 50%
Redemptions

Assuming
Maximum
Redemptions
Numerator:

Net income (loss) attributable to common shareholders - basic and diluted

$26

$26

$1,451
Denominator:

Sponsor and certain affiliates

5,175,000

5,175,000

5,175,000
FIAC public stockholders

5,702,791

2,851,396

—
Former DevvStream shareholders

11,991,821

11,991,821

11,991,821
Former DevvStream convertible note holders

—

—

—
Weighted average shares outstanding - basic

22,869,612

20,018,217

17,166,821
Diluted effect of DevvStream stock based compensation

1,031,818

1,031,818

1,031,818

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Year Ended December 31, 2022
(in thousands, except share and per share data)

Assuming No
Redemptions

Assuming 50%
Redemptions

Assuming
Maximum
Redemptions
Diluted effect of DevvStream Converted Warrants

939,831

939,831

939,831
Weighted average shares outstanding - diluted

24,841,261

21,989,865

19,138,470

Net income (loss) per share attributable to common shareholders - basic

$0.00

$0.00

$0.08
Net income (loss) per share attributable to common shareholders - diluted

$0.00

$0.00

$0.08

Following the Closing, the following outstanding shares of Common Stock equivalents were excluded from the computation of pro forma diluted net income (loss) per share for the period and scenarios presented because including them would have had an anti-dilutive effect:

Year Ended December 31, 2022

Assuming No
Redemptions

Assuming 50%
Redemptions

Assuming
Maximum
Redemptions
Private Placement Warrants

11,200,000

11,200,000

12,225,000
FIAC Warrants

11,500,000

11,500,000

11,500,000

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~~RISK FACTORS~~

You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this proxy statement/prospectus, including the financial information, before deciding whether or how to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.

The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, the Combined Company’s business, financial condition or results of operations. If any of the events described below occur, the Combined Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Combined Company’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of FIAC and DevvStream. Any reference in this “Risk Factors” section to the “resulting entity” shall mean New PubCo.

~~Risks Related to DevvStream’s Business and Industry~~

Unless the context requires otherwise, references to “we,” “us” and “our” in this section refer to DevvStream Holdings Inc. and its subsidiaries prior to the Business Combination and to New PubCo and its subsidiaries following the Business Combination.

~~We have a limited operating history and financial results make our future results, prospects and the risks we may encounter difficult to predict. We have not generated any revenue to date.~~

We have a limited operating history upon which you can evaluate our business and prospects. We have never generated any revenue and are subject to business risks and uncertainties associated with starting a new business, including the risk that we will not achieve our financial objectives as estimated by our management. Since our formation in 2021, our operations to date have been limited primarily to organizing and staffing our company, business planning, raising capital, making carbon credits streaming project investments and signing contracts for the generation and sale of carbon credits. In addition, we have limited experience and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the renewable energy industry.

The nature of our operations is highly speculative and there is a consequent risk of loss of investment. The success of our activities will depend on management’s ability to implement its strategy and on the availability of opportunities related to carbon credit trading, stream agreements for carbon credits, and greenhouse gas emission avoidance, reduction, and sequestration programs; government regulations; commitments to reduce greenhouse gas emissions by corporations, organizations, and individuals; and general economic conditions. There is no certainty that anticipated outcomes and sustainable revenue streams will be achieved and there is no certainty that we will continue to successfully make acquisitions of carbon credits, streams, or other interests, or that current or future carbon credits, streams, or other interests acquired by us will be profitable. In particular, our future growth and prospects will depend on our ability to expand our portfolio of investments while at the same time maintaining effective cost controls. Any failure to expand would have a material adverse effect on our business, financial condition, and results of operations. Because of the uncertainties and risks associated with these activities, we are unable to accurately and precisely predict the timing and amount of revenues, the extent of any further losses or if or when we might achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

Our failure to become and remain profitable may depress the market price of our common shares and could impair our ability to raise capital, expand our business, or continue our operations. If we continue to suffer losses as we have in the past, investors may not receive any return on their investment and may lose their entire investment.

~~We have incurred significant losses and expect to incur additional expenses and continuing losses for the foreseeable future, and we may not achieve or maintain profitability.~~

We have incurred significant operating losses. Our operating losses were $(5,904,653) and $(5,949,828) for the year ended July 31, 2023 and the period from incorporation on August 27, 2021 to July 31, 2022, respectively. We may continue to incur operating losses in the future as we expect to incur additional costs as we

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develop our business and expand our portfolio of investments, which may be more costly than we expect and may not result in increased revenue, profits or growth in our business. Such costs include increased overhead costs, marketing and promotion costs, general and administrative expenses and costs associated with operating as a public company. Other unanticipated costs may also arise. Our ability to continue as a going concern will depend on the completion of the Business Combination Agreement or our ability to obtain sufficient funding from other sources. Our consolidated financial statements for the year ended July 31, 2023 do not include any adjustments that might result from the outcome of this uncertainty and have been prepared on a basis that assumes we will continue as a going concern, as described in the notes to our consolidated financial statements included elsewhere in this proxy statement/prospectus.

We have not yet started delivering carbon credits to any current or potential partners, making it difficult to predict our future operating results, and we believe that we will continue to incur operating losses until at least the time we begin delivering carbon credits. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability.

~~We expect our operating expenses to increase as we further develop our business. We expect the rate at which we incur losses will be higher as we engage in the following activities:~~

researching potential carbon credit screening impact investments and project management opportunities, including conducting third-party feasibility studies as part of the project due diligence process;

providing project management services, including initial program development, validation, registry listing, any ongoing data collection, and fees charged by registries for credit issuance, transfer or retirement;

~~purchasing carbon credits generated by ongoing carbon credit streams (in cases where we have not purchased such carbon credits outright, without the need for additional consideration);~~

~~paying royalties to Devvio, Inc. for sales revenue generated by transactions that use the Devvio Platform (as defined below);~~

~~attracting and retaining buyers to purchase the carbon credits, through direct sales or on carbon credit marketplaces; and~~

~~increasing its general and administrative functions to support its growing operations and its responsibilities as a U.S.-listed public company.~~

Because we will continue to incur the costs and expenses from these efforts before we receive any associated revenue, our losses in future periods could be significant. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in the revenue we anticipate, which would further increase our losses. Furthermore, if our future growth and operating performance fails to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business, financial condition and results of operations.

We may lack sufficient funds to achieve our planned business objectives and may seek to raise further funds through equity or debt financing or other means. An inability to access the capital or financial markets may limit our ability to fund our ongoing operations and execute our business plan to pursue investments that we may rely on for future growth.

We have had negative cash flow from operations since our inception on August 27, 2021. We will operate at a loss until we are able to realize cash flow from our investments or carbon management contracts. We may require additional financing to fund the business, business expansion, and/or negative cash flow. Our ability to arrange such financing in the future will depend, in part, upon prevailing capital market conditions, as well as business success. There can be no assurance that we will be successful in our efforts to arrange additional financing on satisfactory terms, or at all. We cannot predict with certainty the timing or amount of any such capital requirements. If additional financing is raised by the issuance of shares from treasury, control of our company may change, and the shareholders may suffer additional dilution. If adequate funds are not available, or are not available on acceptable terms, we may not be able to operate our business at maximum potential, to expand, to take advantage of other opportunities, or otherwise remain in business.

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Our business is reliant on the Devvio Agreement. An inability to realize the expected benefits of using the Devvio Platform pursuant to the Devvio Agreement could have an adverse effect on our business.

~~On November 28, 2021, we entered into a Strategic Partnership Agreement with Devvio (the “Devvio Agreement~~”), pursuant to which we became Devvio’s principal business partner for project financing for Devvio’s clients in connection with acquiring rights to greenhouse gas emission or climate change-related credits or offsets. Our technology partnership with Devvio provides us with access to Devvio’s proprietary environmental, social and governance (“~~ESG”) blockchain platform (the “Devvio Platform~~”). Through the Devvio Platform, we are able to track and manage data used to generate carbon credits and data around every transaction of the credits on the blockchain. We expect the Devvio Platform to support the transparency, provenance, quality and value of our carbon credits. We believe the Devvio Platform provides us with a competitive advantage in the carbon market space and, as such, any failure to access the Devvio Platform could have an adverse effect on our business, financial condition and results of operations. Further, if Devvio is unable to meet its commitments to us under the Devvio Agreement, our business, financial condition and results of operations could be adversely affected. Additionally, Devvio is a Core Company Securityholder by virtue of holding 100% of the multiple voting shares and will be a significant shareholder of the Combined Company. Mr. Tom Anderson, one of our directors, is also an officer of Devvio and conflicts of interest may arise in connection with his role at Devvio.

~~For further information regarding the risks related to the Devvio Agreement, see “~~Risks Related to DevvStream’s Information Technology and Intellectual Property — Our inability to retain licenses to intellectual property owned by third parties may materially adversely affect our financial results and operations~~.” For information regarding the Devvio Platform see “Information About DevvStream — Devvio Platform~~.”

~~If the assumptions used to determine our market opportunity are inaccurate, our future growth rate may be affected and the potential growth of our business may be limited.~~

Market opportunity estimates and growth strategies are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, and as such the estimates of growth included in this proxy statement/prospectus may prove to be inaccurate and may not be indicative of future growth. As the royalty and stream financing model is relatively new in the carbon credit industry, it may not gain acceptance or experience widespread growth. The majority of our current investment opportunity pipeline represents an estimate by management based on potential transactions which remain under various states of non-binding proposals and negotiations. To date, we have entered into seven definitive agreements and one offtake agreement. There can be no assurance that we will be able to enter into further definitive agreements for, complete the acquisition of, all or any other investment identified in our opportunity pipeline, or successfully monetize any carbon credits we may acquire. Further, our estimate of the total addressable market may not prove to be accurate and, even if the estimate of market opportunity and growth strategy does prove to be accurate, we could fail to capture a significant portion, or any portion, of the available market.

~~If demand for carbon credits does not grow as expected or develops more slowly than expected, our revenues may stagnate or decline and our business may be adversely affected.~~

The demand for, and the market price of, carbon credits can be adversely affected by any number of factors, including the implementation of lower emission infrastructure, an increase in the number of projects generating carbon credits, invention of new technology that assists in the avoidance, reduction or sequestration of emissions, increased use of alternative fuels, a decrease in the price of conventional fossil fuels, increased use of renewable energy, and the implementation and operation of carbon pricing initiatives such as carbon taxes and emissions trading systems (“~~ETSs~~”). There can be no assurance that carbon pricing initiatives or compliance or voluntary carbon markets will continue to exist. Carbon pricing initiatives may be subject to policy and political changes and may otherwise be diminished, terminated or not renewed upon their expiration. In addition, the demand for carbon credits is driven by the social and political demand to reduce greenhouse gas emissions globally. Any decrease in such social and political demand could limit opportunities in the marketplace for carbon credits and decrease the price of carbon, which would have a material adverse effect on our business, financial condition, and results of operations.

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~~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.~~

There are many organizations, companies, non-profits, governments, asset managers and individuals that are buyers of carbon credits, or rights to or interest in carbon credits, and there is currently a limited supply of carbon credits, projects to generate future carbon credits and investment opportunities in carbon credits. We expect competitors to enter the carbon credit streaming space, and that many of these competitors will be larger, more established companies with substantial financial resources, operational capabilities, and long track-records in carbon markets. In the future, we may be at a competitive disadvantage in investing in carbon projects, acquiring carbon credits or interests in carbon credits, whether by way of purchases in carbon markets, streams, or other forms of investment, as our future competitors may have greater financial resources and technical staff. Accordingly, there can be no assurance that we will be able to compete successfully against other companies in building a portfolio of carbon credits and carbon credit-related investments. Our inability to acquire carbon credits and streams may result in a material and adverse effect on our profitability, results of operation and financial condition.

~~The carbon market is an emerging market and its growth is dependent on the development of a commercialized market for carbon credits.~~

From a global perspective, the market for carbon credits continues to be at a nascent stage. However, there can be no guarantee that the development of carbon markets will continue to occur at the expected rate or at all. Any such delay or failure to further develop a commercialized market could reduce demand for carbon credits or streams, which would significantly harm our expected revenues. Further, we may be unable to recover any losses or expenses incurred, or which we expect to continue to incur, in our investments in or related to carbon credits.

Because our business is significantly concentrated in carbon credits and the carbon market, we are susceptible to adverse economic or regulatory occurrences materially and adversely affecting our performance.

Our business is to invest in carbon credits, and businesses or investments related to carbon credits, and we have only invested in carbon credits streaming projects to date. Adverse events affecting the development and operation of our carbon credits streaming projects may have a material adverse effect on our profitability, financial condition and results of operations. While we intend to continue entering into stream arrangements and investments in a large number of carbon credits with exposure to a wide variety of projects and attributes, we can provide no assurances that we can achieve such diversification. We expect that, at the very least in the near-term, we will continue to have a significant portion of our assets dedicated to a small number of carbon credit projects, businesses and investments related to carbon credits.

Even if we achieve diversification with respect to our carbon credit investments, our investment portfolio will be more at risk to adverse economic or regulatory occurrences affecting carbon credits generally than an investment fund that holds a diversified portfolio of securities, given our concentration in the carbon credit and carbon market space.

We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate this material weakness, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and the market price of our common shares.

While we and our independent registered public accounting firm did not and were not required to perform an audit of our internal control over financial reporting, in connection with the audit of our 2023 consolidated financial statements, we identified control deficiencies in the design and operation of our internal control over financial reporting that constituted a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.

We did not design or maintain an effective control environment commensurate with financial reporting requirements. Specifically, we did not consistently have documented evidence of review procedures and, due to resource limitations, did not always maintain segregation of duties between preparing and reviewing analyses, and reconciliations. These control deficiencies could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our financial results that would not be prevented or detected, and accordingly, we determined that these control deficiencies constitute a material weakness.

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We are working to remediate the material weakness and are taking steps to strengthen our internal control over financial reporting through the hiring of additional appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills, which may be costly and time consuming. With additional skilled personnel, we are taking appropriate and reasonable steps to remediate this material weakness through the implementation of appropriate segregation of duties, formalization of accounting policies and controls and retention of appropriate expertise for complex accounting transactions. We will not be able to fully remediate these control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time.

We cannot assure you that the measures we have taken to date and those we expect to take in the future will be sufficient to remediate the material weakness we identified or avoid the identification of additional material weaknesses in the future. If the steps we take do not remediate the material weakness in a timely manner, there could continue to be a reasonable possibility that this material weakness or other control deficiencies could result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis, which could in turn cause the market price of our common shares to decline significantly and make raising capital more difficult. If we fail to remediate our material weakness, identify future material weaknesses in our internal control over financial reporting or fail to meet the demands that will be placed upon us as a public company, including the requirements of Sarbanes-Oxley, we may be unable to accurately report our financial results or report them within the timeframes required by law or stock exchange regulations. Failure to comply with Section 404 of Sarbanes-Oxley could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. If additional material weaknesses exist or are discovered in the future, and we are unable to remediate any such material weakness, our reputation, results of operations and financial condition could suffer.

~~If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.~~

We are dependent upon the continued availability and commitment of our key management, including Sunny Trinh, Chris Merkel, David Goertz and Bryan Went. The loss of any such members could negatively impact business operations. From time to time, we will also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate the business. 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. In 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. If we are not successful in attracting and training qualified personnel, our ability to execute our business model and growth strategy could be affected, which could have a material adverse impact on our profitability, results of operations and financial condition.

~~Certain of our directors, director nominees and/or officers may have interests that compete with ours.~~

Certain of our directors or director nominees may also serve as directors or officers, or have significant shareholdings in, other companies involved in carbon credits or the carbon markets and, to the extent that such other companies may participate in ventures or markets in which we may participate in, or in ventures or markets which we may seek to participate in, our directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In all cases where directors, director nominees and/or officers have an interest in other companies, such other companies may also compete with us for the acquisition of carbon credits, streams, or other investments. Such conflicts of the directors, director nominees and/or officers may result in a material adverse effect on our profitability, results of operation and financial condition.

Our business is substantially reliant on the Devvio Agreement and Devvio is a Core Company Securityholder by virtue of holding 100% of the Multiple Voting Shares (representing 63.1% of our voting rights as of the date of this proxy statement/prospectus). One of our directors, Tom Anderson is also an officer of Devvio. As a consequence of the above-described relationships, our business is reliant on an agreement where the counterparties are our directors or officers and, as a result, conflicts of interest at the board and management level are likely to arise. A majority of our directors are independent and our board and management will observe appropriate governance practices to ensure observance of the duties and obligations of our directors and officers to deal fairly and in good faith, and to abstain from participating in major decisions that could reasonably be expected to give rise to conflicts of interests.

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~~For additional information regarding related party transactions and potential conflicts of interests, see “Certain Relationships and Related Person Transactions~~.”

We are increasingly facing more stringent ESG standards, policies and expectations, and expect to continue to do so as a listed company following the Closing with growing operations. Companies across all industries are facing increasing scrutiny from a variety of stakeholders, including investor advocacy groups, proxy advisory firms, certain institutional investors and lenders, investment funds and other influential investors and rating agencies, related to their ESG and sustainability practices. We generally experience a strong ESG emphasis among our customers, partners and competitors. Some of these stakeholders maintain standards, policies and expectations regarding environmental matters (e.g., climate change and sustainability), social matters (e.g., diversity and human rights) and corporate governance matters (e.g., taking into account employee relations when making business and investment decisions, ethical matters and the composition of the board of directors and various committees). There is no guarantee that we will be able to comply with applicable ESG standards, policies and expectations, or that we will, from the perspective of other stakeholders and the public, appear to be complying with such ESG standards, policies and expectations. If we do not adapt to or comply with investor or other stakeholder standards, policies, or expectations on ESG matters as they continue to evolve, or if we are perceived to have not responded appropriately or quickly enough to growing concern for ESG and sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely affected.

While we may at times engage in or prepare voluntary ESG initiatives and disclosures to respond to stakeholder expectations or to improve our ESG profile, such initiatives and disclosures may be costly and may not have the desired effect. Expectations regarding our management of ESG matters continues to evolve rapidly, in many instances due to factors that are beyond our control. For example, we may ultimately be unable to complete certain initiatives or targets, either on the timelines initially announced or at all, due to technological, cost, or other constraints, which may be within or outside of our control. Moreover, our ESG actions or statements may be based on expectations, assumptions, or third-party information that we currently believe to be reasonable, but which may subsequently be determined to be erroneous or be subject to misinterpretation. If we fail to, or are perceived to fail to, implement certain ESG initiatives or achieve certain ESG objectives, we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary. Certain market participants, including major institutional investors and capital providers, use third-party benchmarks and scores to assess companies’ ESG profiles in making investment or voting decisions. Unfavorable ESG ratings could lead to increased negative investor sentiment towards us or our industry and to the diversion of investment to other industries, which could negatively impact our share price as well as our access to and cost of capital.

Moreover, because of the industry we are in, any of our operational or strategic efforts may be viewed as relating to our ESG initiatives and, even if those initiatives are undertaken voluntarily, they may still be viewed as relating to our operational and strategic efforts. This means that if we fail, or are perceived to fail, to implement certain ESG initiatives or achieve certain ESG objectives it could have a disproportionately negative impact on our business.

Actual or perceived failure to comply with ESG standards may detrimentally affect our business in a variety of ways. Among others, we could face challenges with procuring investments and financing, whether for general business purposes or for specific projects, and we could have difficulty attracting or retaining employees. Accordingly, failure to establish a sufficiently strong ESG profile relative to our peers could limit our ability to generate and successfully utilize business opportunities. We also note that divergent views regarding ESG principles are emerging in the U.S., and in particular, in U.S. state-level regulation and enforcement efforts. In the future, various U.S. regulators, state actors and other stakeholders may have views on ESG matters, the renewable energy industry, the energy transition or our business that are unfavorable to our business or operations, or such stakeholders may seek to impose additional regulation and restrictions on us or our business. Any such events could have material adverse effects on our business, financial condition, results of operations, cash flow and prospects.

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We also expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters. We may be subject to ESG or sustainability-related regulation in multiple jurisdictions, including the U.S., and complying with these regulations in multiple jurisdictions may increase the complexity and cost of our compliance efforts. Moreover, increased regulation and increased stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Additionally, many of our customers and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.

Our ability to realize projects could be impaired if we fail to adhere to common ESG standards in our industry. Moreover, such failure could result in reputational damage for us among both potential customers and investors. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.

~~The market price of our common shares is subject to the price of carbon credits and may decline regardless of our operating performance.~~

The principal factors anticipated to affect the price of our common shares are factors that may affect the price of carbon credits and are thus beyond our control. The price at which the shares are traded will be influenced by a number of factors, some specific to us and some which may affect listed companies generally. These factors could include our performance, legislative and regulatory changes and general economic, political or regulatory conditions, including the level of commitment to the goals of the United Nations-sponsored Paris Agreement by both governments and corporations and other private and public initiatives aimed at reducing greenhouse gas emissions. Changes in government priorities as a result of government deficits or as a result of changes in the prevailing views concerning the impact of greenhouse gases on climate change could adversely affect the demand for carbon credits and thereby their price. Interpretation and enforcement of environmental legislation will vary by country and is subject to sudden change. Carbon credit prices will also be influenced by infrastructure and technological advances in reducing and sequestering greenhouse gas emissions, and the economics associated with those activities. There can be no assurance that continual fluctuations in the price of carbon credits will not occur. In addition, carbon credits are traded in both the compliance and voluntary markets and the price for a carbon credit varies according to not only the market on which it is traded, but also according to its type, location, vintage, accreditation, and additional social and environmental attributes. It is likely that the market price for our carbon credits will be subject to market trends generally.

Our due diligence process in connection with acquisitions, investments or streaming arrangements that we undertake may not reveal all relevant facts in connection with an acquisition, investment or streaming arrangement.

Before making any decision, we will conduct, or have independent consultants conduct, due diligence investigations that we deem reasonable and appropriate based on the facts and circumstances applicable to each acquisition, investment, or streaming arrangement. When conducting due diligence investigations, we may be required to evaluate important and complex business, environmental, financial, tax, accounting, regulatory, technical, and legal issues. Outside consultants, legal advisors, accountants, and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence investigations and making an assessment regarding an acquisition, investment or streaming arrangement, we rely on resources available, including information provided by the target of the acquisition or investment, the parties to the streaming arrangement and, in some circumstances, third party investigations. The due diligence investigations that are carried out with respect to any opportunity may not reveal or highlight all relevant facts that may be necessary.

~~We may not realize the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business.~~

As part of our business strategy, we may seek to grow by acquiring companies and/or assets or establishing joint ventures that we believe will complement our current or future business. Acquisition transactions involve inherent risks, including but not limited to: accurately assessing the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates; ability to achieve identified and anticipated operating and financial synergies; unanticipated costs; diversion of management attention; potential loss of our key employees or key employees of any business acquired; unanticipated changes in business, industry or general

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economic conditions that affect the assumptions underlying the acquisition; and decline in the value of acquired assets, companies or securities. Any one or more of these factors or other risks could cause us not to realize the anticipated benefits of an acquisition of assets or companies and could have a material adverse effect on our financial condition. We may not effectively select acquisition candidates or negotiate or finance acquisitions or integrate the acquired businesses and their personnel or acquire assets for our business. We cannot guarantee that we can complete any acquisition we pursue on favorable terms, or that any acquisitions completed will ultimately benefit our business.

~~Our long-term success depends, in part, on properties and assets developed and managed by third-party project developers, owners and operators.~~

Carbon credits we receive are derived from projects that are operated by third parties. These third parties will be responsible for determining the manner in which the relevant properties are developed, operated and managed, including decisions that could expand, continue or reduce the number of carbon credits generated from a property or an asset. As a holder of streams or other interests, we may have little or no input on such matters. Our interests and those of third parties on the relevant properties or assets may not always be aligned. For example, in some cases, it may be in our best interest to advance development as rapidly as possible to maximize the receipt of near-term carbon credits, while third-party project developers, owners and operators may, in many cases, take a more cautious approach to development as they assume risk on the cost of development and operations. Our inability to control the operations of the properties or assets in which we have a stream or other interest may have a material adverse effect on our profitability, results of operation and financial condition.

We may have limited access to data and disclosure regarding the operations or projects for which we are not developer, owner or operator. This limited access may restrict our ability to assess the value and performance of our operations.

As a holder of streams and other non-operator interests, we do not serve as the project developer, owner or operator, and in almost all cases, we have no input into how the project is developed or the operations are conducted. As a result, we have limited access to data in the operations or to the actual projects themselves. This could affect our ability to assess the value of our streams or enhance their performance. This could also result in delays in the receipt of carbon credits we anticipate based on the stage of development of the applicable properties or assets covered by our streams. In addition, some streams may be subject to confidentiality arrangements which govern the disclosure of information regarding streams, and as such, we may not be in a position to publicly disclose non-public information with respect thereto. The limited access to data and disclosure regarding the operations of the properties or assets in which we have an interest may restrict our ability to assess the value or enhance our performance, which may have a material adverse effect on our profitability, results of operation and financial condition.

~~Our streams are largely contract-based and the terms of such contracts may not be honored by developers or operators of a project.~~

Streams are largely contract-based, and the terms of which may be subject to interpretation or technical defects. To the extent grantors of streams and other interests do not abide by their contractual obligations, we may be forced to take legal action to enforce our contractual rights. Further, not all project developers, owners or operators are credit worthy. Such litigation may be time consuming and costly, and there is no guarantee we will succeed. If such litigation leads to an adverse decision to us, our profitability, results of operations and financial condition could be materially adversely affected.

~~We may acquire future streams in which we have limited control and our interests in such streams may be subject to transfer or other related restrictions.~~

Future streams may be subject to: (i) buy-down right provisions pursuant to which an operator, developer, or property owner may buy back all or a portion of the stream; (ii) pre-emptive rights pursuant to which parties have the right of first refusal or first offer with respect to a proposed sale or assignment of the stream; or (iii) claw back rights pursuant to which the seller of a stream has the right to re-acquire the stream. Holders of these rights may exercise them such that certain streams may not be available for acquisition by us or that streams held by us may be subject to buy-back rights or first refusal rights upon a sale.

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Physical and transition risks arising from climate change, including risks posed by the increased frequency or severity of natural and catastrophic events and regulations or policies related to climate change, may materially adversely affect our business and operations.

A natural disaster, or severe weather conditions, including in connection with climate change, or an accident that damages or otherwise adversely affects any of our current or future operations, assets, or third-party infrastructure could materially and adversely affect our business, financial condition and results of operations. Severe floods, droughts, lightning strikes, earthquakes, extreme wind conditions, severe storms, heatwaves, wildfires, monsoons and other unfavorable weather conditions or natural disasters (including those related to climate change) could disrupt the operation of our projects and may require us to make additional expenditures to mitigate the impact of such events.

The projects we enter into streaming agreements in connection with and/or otherwise invest in to generate carbon credits are subject to risks associated with natural disasters, which could result in temporary or permanent damage to, or destruction of, projects that generate carbon credits. Any such natural disasters could impact the ability of our counterparties to deliver carbon credits to us and therefore adversely affect the viability of any of our investments in such products and may result in a material and adverse effect on our profitability, results of operations and financial conditions. Various actions to mitigate our business risks associated with climate change and other natural and catastrophic events may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risk. For example, to the extent natural and catastrophic events or severe weather conditions become more frequent and intense, the availability or cost of materials may be adversely impacted and insurance and other operating costs may increase, which may increase the costs of our products and materially adversely affect our profitability, results of operations and financial condition.

~~The threat of global economic, capital markets and credit disruptions pose risks to our business.~~

In recent years, global economies have suffered dramatic downturns as a result of the COVID-19 pandemic, a deterioration in the credit markets and related financial crisis, and a variety of other factors including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, inflation, ratings downgrades of certain investments and declining valuations of others. Governments in the United States and elsewhere have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets.

Our performance will depend on the financial health and strength of carbon credit markets and businesses or investments related to carbon credits, which in turn will be dependent on the economic conditions of the markets in which we and our customers operate. A decline in the global economy, difficulties in the financial services sector and credit markets, continuing geopolitical uncertainties and other macroeconomic factors all affect the spending behavior of potential customers. The economic uncertainty in Europe, the United States, India, China and elsewhere arising out of increased monetary inflation may adversely impact our profitability and financial condition. Additionally, a global credit and liquidity crisis could adversely impact the cost and availability of financing and our overall liquidity. Volatility of carbon credit prices could materially and adversely impact our revenues, profits, losses, cash flow and the value of our carbon credit holdings, and continued recessionary pressures could adversely impact demand for carbon credits and our related investments.

~~Inflation could materially and adversely affect our business and results of operations.~~

The renewable energy industry has seen long periods of declining equipment costs, which may not continue, or may reverse. Inflation or the absence of cost decreases could adversely affect us by increasing the actual or expected costs of land, raw materials and labor, and other goods and services needed for our projects and investments, which may reduce project profitability. Future increases in actual or expected costs may have an adverse impact on our business, financial condition and results of operations.

~~Carbon markets, particularly the voluntary markets, are still evolving and there are no assurances that the carbon credits we purchase or generate through our investments will find a market.~~

The carbon credit market, particularly the voluntary markets, have experienced a high level of price and volume volatility. There is, or there may be in the future, a lack of liquidity for the purchase or sale of carbon credits. We may not be able to purchase or sell the volume of carbon credits as desired in a timely manner, at an

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attractive price, or at all. The pool of potential purchasers and sellers is limited, and each transaction may require the negotiation of specific provisions. Accordingly, a purchase or sale may take several months or longer to complete. In addition, as the supply of carbon credits is limited, we may experience difficulties purchasing carbon credits. The inability to purchase and sell on a timely basis in sufficient quantities could have a material adverse effect on our business, financial condition and results of operations.

~~We are subject to economic, political and other risks of doing business globally and in emerging markets.~~

Our investments may be focused in a particular country, countries, or region and therefore may be susceptible to adverse market, political, regulatory and geographic events affecting that country, countries or region. A significant proportion of our short-term and medium-term opportunities are located outside of North America. Such geographic focus may also subject us and our investments to a higher degree of volatility.

There is no guarantee that future political, or economic instability will not occur in countries in which we operate. The risks we may face with respect to any country where our current or future streams or investments may be located, include unforeseen government actions, acts of god, terrorism, hostage taking, military repression, extreme fluctuations in currency exchange rates, high rates of inflation, labor unrest, the risks of war or civil unrest, expropriation and nationalization, renegotiation or nullification of existing concessions, licenses, permits and contracts, changes in taxation policies, restrictions on foreign exchange and repatriation, and changing political conditions, currency controls, export controls, and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction or other events.

Further, emerging markets are subject to different risks as compared to more developed markets. Operating a business in an emerging market can involve a greater degree of risk than operating a business in more developed markets, including, in some cases, increased political, economic and legal risks. Emerging market governments and judiciaries often exercise broad, unchecked discretion and are susceptible to abuse and corruption. Moreover, financial turmoil in any emerging market country tends to adversely affect the value of investments in all emerging market countries as investors move their money to more stable, developed markets. Financial problems or an increase in the perceived risks associated with investing in companies in emerging economies could dampen foreign investment and adversely affect local economies in which we operate. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets.

Any or all of these factors, limitations or the perception thereof could impede our activities, result in the impairment or loss of part or all of our interest in a stream or an investment, or otherwise have a material adverse effect on our valuation and the trading price of our securities.

~~Our insurance policies may be inadequate, may not cover all of our potential liabilities and may potentially expose us to uncoverable risks.~~

We cannot give any assurances that insurance coverage for some or all of the risks of loss in the carbon credit industry will be available on commercially reasonable terms, or at all, given the novelty of the industry. To the extent such insurance coverage is available, we cannot give any assurances that it will continue to be available on commercially reasonable terms, that all events that could give rise to a loss or liability are insured, reasonably insurable or that our insurers would be capable of honoring their commitments if an unusually high number of claims are made against their policies. Certain losses, including certain environmental liabilities and business interruption losses, are not ordinarily covered by insurance.

~~Fluctuations in foreign exchange rates may materially adversely affect our business.~~

Carbon credits are typically purchased in U.S. currency. Although we currently maintain, report our financial position and results and pay certain operating expenses in the U.S. currency, our functional currency is the Canadian currency. Fluctuation in the U.S. currency exchange rate relative to the Canadian currency could negatively impact the value of our securities. Investment in carbon credits and/or equity securities denominated in a currency other than Canadian currency will be affected by the changes in the value of the Canadian dollar in relation to the value of the currency in which the carbon credit or security is denominated. Because exchange rate fluctuations are beyond our control, there can be no assurance that such fluctuations will not have an adverse effect on our operations or on the trading value of our securities.

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~~Risks Related to DevvStream’s Information Technology and Intellectual Property~~

~~Failure of a key information technology system, process or site could have a material adverse effect on our business.~~

~~We rely on our information technology (“~~IT”) systems to operate our business and are dependent upon the availability, capacity, reliability and security of our IT infrastructure and our ability to expand and continually update this infrastructure, to conduct daily operations. In the event that we are unable to secure our software and hardware, effectively upgrade systems and network infrastructure and take other steps to maintain or improve our systems, the operations of such systems could be interrupted or result in loss, corruption or release of confidential data.

The IT systems are subject to a variety of security risks, which are growing in both complexity and frequency and could include potential breakdown, cyber phishing, invasion, virus, cyber-attack, cyber-fraud, security breach, and destruction or interruption of its IT systems by third parties or insiders. Unauthorized access to these systems by employees or third parties could lead to corruption or exposure of confidential fiduciary or proprietary information, in a loss or theft of our financial resources, critical data and information or could result in a loss of control of our technological infrastructure or financial resources, which could have a material adverse effect on our business, financial condition, and results of operations as well as on our reputation.

~~Although we have implemented cybersecurity protections to safeguard our data, we can provide no assurances that these protections will prevent all cybersecurity breaches.~~

We have experienced security incidents or breaches in the past, and if we experience any future security incidents or breaches, our reputation may be harmed and we may suffer significant liabilities, any of which could have a material adverse effect on our business and results of operations.

Security incidents, in particular, cyberattacks, computer malware, viruses, social engineering (including phishing attacks), ransomware attacks and hacking are becoming more prevalent. We and our third-party providers, are at risk of security incidents which may affect our investments and the customer data we and our third-party providers process. A security incident could be caused by disasters, insiders or third parties, including through inadvertent acts or omissions, negligence, or malicious acts such as hacking or the use of viruses, ransomware, or malware. In addition, third parties may use phishing, fraud or other forms of deception to induce our employees, suppliers, research partners, or other third parties with whom we do business to disclose information, or to obtain access to our IT systems, facilities, data, or confidential and proprietary information and technologies. For example, in September 2023, an unauthorized third-party gained access to one of our officer’s email accounts through a phishing attack. This cyber-attacker contacted an investor of ours via email, impersonating our officer, resulting in the investor wiring money to the cyber-attacker. Upon discovering that our officer’s email account was compromised, we have worked with a third-party IT service provider to conduct a forensic audit to determine the extent of the security breach. Based on the IT service provider’s findings, we do not believe that the cyber-attacker used the access that they gained to our officer’s account to access any of our other accounts or systems. However, there can be no assurance that the IT service provider’s forensic audit has uncovered all security breaches, nor that the security policies and procedures we have adopted since discovering this security breach will be sufficient to prevent future security breaches.

We may experience cybersecurity incidents and security breaches in the future. Any future security breach suffered by us or our third-party service providers or any unauthorized, accidental or unlawful access or loss of data, or the perception that any such event has occurred, could result in a disruption to our operations, litigation, an obligation to notify regulators and affected individuals, the triggering of indemnification and other contractual obligations to our customers, regulatory investigations, government fines and penalties, reputational damage, loss of sales, customers and prospects, expenses related to mitigation and remediation, and other significant costs and liabilities. In addition, we may incur significant costs and operational consequences in relation to investigating, remediating, and addressing actual or perceived security incidents, as well as the costs to comply with any notification or other obligations resulting from any such incidents. Any of the foregoing could materially affect our business, financial condition, results of operations, cash flow and prospects.

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We are subject to various laws, related regulations, and industry standards involving data privacy and security. Such laws and regulations relating to data privacy and security are continuously evolving and subject to potentially differing interpretations. These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not have complied in the past or may not comply now or in the future with all such laws, regulations, requirements and obligations.

~~Our inability to retain licenses to intellectual property owned by third parties may materially adversely affect our financial results and operations.~~

Pursuant to the Devvio Agreement, Devvio granted us a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free right and license to use, access, and otherwise utilize the Devvio Platform and to process, manipulate, copy, aggregate or otherwise use any data created, owed, produced or provided by us as reasonably required to conduct our streaming business. If this license is terminated, it may hinder our ability to generate or manage data, which could cause significant delays in our operations, and could affect the desirability of any carbon credits we have acquired. Termination of the Devvio Agreement may also result in our having to negotiate new or reinstated agreements with less favorable terms. Further, the license is non-exclusive, so we are not protected from having competitors being able to use the technology. Any of the foregoing may result in a loss of competitive advantage, decrease in our revenue, or increase in our operating expenses, or otherwise materially adversely affect our business, financial condition, results of operations, cash flows and prospects.

If we are unable to obtain, protect or enforce our rights in proprietary technology, brands or other intellectual property, our competitive advantage, business, financial condition, results of operations, cash flow and prospects could be materially adversely affected.

In the future, we may file patent applications, including provisional patent applications, for certain technologies related to our business. We may not be able to accurately predict all the countries where patent protection will ultimately be possible or desirable. If we have failed or fail to timely file a patent application in any such country, we may be precluded from doing so at a later date. In addition, we cannot assure you that any of our patent applications will be granted or will issue as patents. The scope of patent protection could be narrowed during the application process, and accordingly we cannot assure you that the resulting patents would be of sufficient scope to provide us with any meaningful protection or commercial advantage. Furthermore, any patents that we do obtain could be challenged, invalidated or circumvented by others, and our competitors could infringe our patents; however, we cannot assure you that we will learn of all instances of infringement, and even if we become aware of infringement, we cannot assure you that we will have adequate resources to enforce our patents. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.

~~Risks Related to Legal, Compliance and Regulations~~

Our business and current and future operations are subject to liabilities and operating restrictions arising from regulatory requirements. We will be subject to regulatory requirements in multiple jurisdictions, which impose substantial compliance requirements on our operations. Our operating costs could be significantly increased in order to comply with new or more stringent regulatory standards in the jurisdictions in which we operate.

We are subject to, and may be adversely affected by changes in, regulatory requirements, customs, duties and other taxes in jurisdictions in which we operate, including Canada, the United States, and African countries. The costs associated with legal compliance may be substantial. In addition, possible future laws and regulations, changes to existing laws and regulations or more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspension of projects generating carbon credits and planned operations and delays in the development of projects generating carbon credits. Moreover, these laws and regulations may allow governmental authorities and private parties to bring lawsuits based upon damages to property and injury to persons resulting from environmental, health and safety impacts of the operations of projects generating carbon credits. Any failure by us or operators of projects

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in which we invest to comply with laws and regulators could lead to financial restatements, fines, penalties, loss, reduction or expropriation of entitlements, the imposition of additional local or foreign parties as joint venture partners with carried or other interests and other material negative impacts. Further, violations of environmental and other laws, regulations and permit requirements may also result in criminal sanctions or injunctions.

Many foreign, federal, state and local environmental laws, regulations and permitting requirements will apply to projects generating carbon credits and could negatively impact our ability to generate carbon credits. Violations of these laws and permit requirements could also result in negative publicity for us, which, in turn, would have a material adverse effect on our business and results of operations.

~~From time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability and financial position.~~

We may, from time to time, be involved in various claims, legal proceedings and disputes arising in the ordinary course of business. It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurances that any such exposure will not be material. If such disputes arise and we are unable to resolve these disputes favorably, it may have a material and adverse effect on our profitability, results of operations and financial condition. Such disputes may also negatively affect our reputation and divert management’s attention from operations.

~~It may be difficult for our stockholders to acquire jurisdiction and enforce liabilities against our assets based in international jurisdictions.~~

Some or all of our assets, as well as our directors and officers, reside outside of the United States. As a result, it may not be possible for certain stockholders to enforce their legal rights, to effect service of process upon our directors or executive officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and executive officers under United States federal securities laws.

~~We may not be able to have all our projects validated through a compliance market or by an internationally recognized carbon credits standard body.~~

In seeking to acquire and grow a diversified and high-quality portfolio of streams and investments in projects that generate carbon credits over the long term, our intention is to seek to have all such projects validated through a compliance market or by an internationally recognized carbon credits standard body in the voluntary market, such as the Verified Carbon Standard, a widely used greenhouse gas crediting program, administered by Verra, a nonprofit organization that operates standards in environmental and social markets. These standards organizations are meant to increase credibility in the marketplace. We may also seek to have co-benefits validated by standards such as the Climate, Community and Biodiversity Standard, which evaluates land management projects, SOCIALCARBON, an international greenhouse gas standard, or the Sustainable Development Verified Impact Standard, also administered by Verra, which is the standard for certifying the sustainable development benefits of social and environmental projects. Any actual or proposed changes to international carbon standards or verification requirements and/or the implementation of any national or international laws, treaties or regulations by governmental entities and/or any adverse changes to existing governmental policies with respect to carbon credits (including, without limitation, any changes to nationally determined contributions under the Paris Agreement or any other national or international initiatives) may result in a material and adverse effect on our profitability, results of operation and financial condition.

~~Carbon pricing initiatives are based on scientific principles that are subject to debate. Failure to maintain international consensus may negatively affect the value of carbon credits.~~

Carbon pricing initiatives, such as ETSs, carbon taxes and carbon credits have arisen primarily due to relative international and scientific consensus with respect to scientific evidence indicating a correlative relationship between the rise in global temperatures and extreme weather events, on the one hand, and the rise in greenhouse gas emissions in the atmosphere, on the other hand. New technologies may arise that may diminish or eliminate the need for carbon markets. Ultimately, the price of carbon credits is determined by the cost of reducing emissions levels. If the price of credits becomes too high it will be more economical for companies to develop or invest in lower emission technologies, thereby suppressing the demand and adversely affecting the price. Regulatory risk related to changes in regulation and enforcement of ETSs can adversely affect market behavior. If fines or other penalties for non-compliance are not enforced, incentives to purchase carbon credits will deteriorate, which can result in a fall in the price of carbon credits and a drop in the value of our assets.

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Our business may require numerous permits, licenses and other approvals from various governmental agencies, and the failure to obtain or maintain any of them, or delays in obtaining them, could materially adversely affect us.

We may acquire a property or an interest in a property with the intent to generate carbon credits from activities on that property. These future activities may require licenses and permits from various governmental authorities. We cannot give any assurances that we will be able to obtain or maintain all necessary licenses and permits that may be required to carry out development of our carbon offset projects on any future properties.

~~Our cross-border operations require us to comply with anti-bribery and anti-corruption laws.~~

Our activities are subject to a number of laws that prohibit various forms of corruption, including local laws that prohibit both commercial and official bribery and anti-bribery laws that have a global reach. The increasing number and severity of enforcement actions in recent years present particular risks with respect to our business activities to the degree that any employee or other person acting on our behalf might offer, authorize, or make an improper payment to a foreign government official, party official, candidate for political office, or political party, an employee of a foreign state-owned or state-controlled enterprise, or an employee of a public international organization.

We currently have interactions with government entities around the world that expose us to potential risks under anti-corruption and anti-bribery laws. As we increase our international operations, our risks under these laws may increase. In addition, we may participate in relationships with third parties whose conduct could potentially subject us to liability under the anti-corruption laws even if we do not explicitly authorize or have actual knowledge of such activities. We have established policies and procedures designed to assist us and personnel acting on our behalf in complying with applicable anti-bribery laws and regulations; however, these policies and procedures may not prevent violation of these legal requirements, inadvertent or otherwise. Any actual or alleged violation of applicable anti-corruption and anti-bribery laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, any of which could have a material adverse effect on our reputation, as well as our business, financial condition, results of operations and prospects.

~~We are subject to legal risks associated with our global operations.~~

Our operations are subject to risks inherent in conducting business globally. In addition to the cross-border regulatory and legal risks described elsewhere in this proxy statement/prospectus, our business is subject to risks associated with management communication and integration problems resulting from cultural and geographic dispersion. Compliance with laws and regulations applicable to our global operations also substantially increases our cost of doing business in foreign jurisdictions. If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business, financial condition, results of operations, cash flow and prospects may suffer. We may be unable to comply with changes in government requirements and regulations, which could harm our business. In many countries, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or other regulations applicable to us. Although we have implemented policies and procedures designed to ensure compliance with these laws and policies, there can be no assurance that all of our employees, contractors, partners and agents will comply with these laws and policies. Violations of laws or key control policies by our employees, contractors, partners or agents could result in delays in revenue recognition, financial reporting misstatements, investigations and enforcement actions, reputational harm, disgorgement of profits, fines, civil and criminal penalties, damages, injunctions, other collateral consequences or the prohibition of the importation or exportation of our platform and could have a material adverse effect on our business, results of operations and financial condition.

~~Carbon trading is heavily regulated and new legislation in the jurisdictions in which we operate may materially impact our operations.~~

Carbon trading is regulated by specific jurisdictions pursuant to regional legislation or may be voluntary. When regulated (e.g., in the European Union and in the Western Climate Initiative jurisdictions), governments compel emitters to reduce their greenhouse gas emissions through technological improvements or through the purchase of carbon credits. New legislation may arise in certain compulsory jurisdictions that may render our business plan and knowledge obsolete with respect to carbon credits. With respect to the voluntary trade of

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carbon credits, there is a significant risk that certain voluntary purchasers of carbon credits may elect to cease the purchase of carbon credits for various reasons that are inherent to their business plans, because of changing economic, political contexts or other conditions that cannot be controlled by us. If voluntary purchasers of carbon credits elect to stop purchasing carbon credits, it could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to FIAC and the Business Combination

Unless the context requires otherwise, references to “FIAC,” “we,” “us” or “our” in this section are to the business and operations of FIAC prior to the Business Combination and to New PubCo and its subsidiaries following the Business Combination.

If a larger number of shares are submitted for redemption than FIAC currently expects, FIAC may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account. If the Business Combination is unsuccessful, you would not receive your ~~pro rata~~ portion of the Trust Account until FIAC liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of an Extension or certain other corporation actions as set forth in the FIAC Charter. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time the Class A Common Stock may trade at a discount to the ~~pro rata~~ amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with FIAC’s redemption until FIAC liquidates, consummates an alternative initial business combination, effectuates an Extension or takes certain other actions set forth in the FIAC Charter or you are able to sell your Class A Common Stock in the open market.

You may be unable to ascertain the merits or risks of DevvStream’s operations.

~~If the Business Combination is consummated, the Combined Company will be affected by numerous risks inherent in DevvStream’s business operations. See “— Risks Related to DevvStream~~.” Although FIAC’s management has endeavored to evaluate the risks inherent in the proposed Business Combination with DevvStream, FIAC cannot assure you that it can adequately ascertain or assess all of the significant risk factors. Furthermore, some of these risks may be outside of FIAC’s control. FIAC also cannot assure you that an investment in FIAC’s securities will not ultimately prove to be less favorable to investors in FIAC than a direct investment, if an opportunity were available, in DevvStream. In addition, if FIAC’s stockholders do not believe that the prospects for the Business Combination are promising, a greater number of stockholders may exercise their redemption rights, which may make it difficult for FIAC to consummate the Business Combination.

There is no assurance that FIAC’s diligence has revealed all material risks that may be present with regard to DevvStream. Subsequent to the completion of the Business Combination, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges, and could be exposed to other risks and liabilities not disclosed or uncovered during due diligence, that could have a significant negative effect on its post-combination business, financial condition and share price, which could cause you to lose some or all of your investment.

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known risks may materialize in a manner not consistent with FIAC’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on FIAC’s liquidity, the fact that FIAC reports charges of this nature could contribute to negative market perceptions about FIAC or FIAC’s securities. In addition, charges of this nature may cause FIAC to violate leverage requirements or other covenants to which it may be subject as a result of it obtaining post-combination debt financing. Accordingly, any stockholders of FIAC who choose to remain stockholders of the Combined Company following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by FIAC’s officers or directors of a duty of care or other fiduciary duty owed by them to FIAC, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

The FIAC Board has not obtained an updated fairness opinion as of the date of this proxy statement/prospectus from Houlihan Capital or any other third party. Changes in the operations and prospects of DevvStream, general market and economic conditions, and other factors that may be beyond the control of DevvStream and FIAC and on which the HC Opinion was based, may alter the value of DevvStream or the trading price of Class A Common Stock at or prior to the time the Business Combination is consummated. Furthermore, whether DevvStream has a fair market value equal to at least 80% of the balance of funds in the Trust Account (excluding deferred underwriting commissions and taxes payable) is determined at the time of the entry into the Business Combination Agreement and not thereafter. The lack of a new or updated fairness opinion may lead an increased number of FIAC stockholders who vote against the Business Combination or demand redemption of their Class A Common Stock or if we are able to consummate the Business Combination, high redemptions will impact the amount of capital we have to execute on our business plans as set forth herein.

The HC Opinion does not speak as of the time the Business Combination will be completed or as of any date other than the date of such HC Opinion. FIAC does not anticipate asking Houlihan Capital to update the HC Opinion or to request any third party provide a new fairness opinion. The HC Opinion is included as ~~Annex J~~ to this proxy statement/prospectus. For a description of the HC Opinion and a summary of the material financial analyses Houlihan Capital provided to the FIAC Board in connection with rendering such HC Opinion, see “~~The Business Combination Proposal (Proposal 1) — Opinion of FIAC’s Financial Advisor~~.”

The unaudited pro forma financial information included in the section titled ~~“Unaudited~~“Unaudited Pro Forma Combined Financial ~~Information”~~Information” may not be representative of New PubCo’s financial condition or results of operations if the Business Combination is ~~consummated and accordingly, you will have limited financial information on which to evaluate the financial performance of New PubCo and your investment decision.~~consummated.

FIAC and DevvStream currently operate as separate companies. FIAC and DevvStream have had no prior history as a combined entity and their respective operations have not previously been managed on a combined basis. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating or financial position of New PubCo. The pro forma statement of earnings does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current market conditions on revenues or expenses. The pro forma financial information included in the section titled “~~Unaudited Pro Forma Combined Financial Information~~” has been derived from FIAC’s and DevvStream’s historical financial statements and certain adjustments and assumptions have been made regarding the Combined Company after giving effect to the Business Combination. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and New PubCo’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect New PubCo’s financial condition or results of operations following the Closing. Any potential decline in New PubCo’s financial condition or results of operations may cause significant variations in the stock price of New PubCo.

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FIAC may issue additional ordinary or preference shares to complete the Business Combination or under the Equity Incentive Plan after completion of the Business Combination, each of which would dilute the interest of FIAC’s stockholders and likely present other risks.

The FIAC Charter authorizes the issuance of up to 500,000,000 shares of Class A Common Stock, par value $0.0001 per share, 50,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. There are currently no shares of Class A Common Stock issued and outstanding, excluding 5,702,791 shares subject to possible redemption. There are currently 5,750,000 shares of Class B Common Stock issued and outstanding. There are currently no shares of preferred stock issued and outstanding. FIAC may issue a substantial number of additional ordinary or preferred shares to complete the Business Combination or under the Equity Incentive Plan after completion of the Business Combination. However, the FIAC Charter provides, among other things, that prior to FIAC’s initial business combination, FIAC may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination. These provisions of the FIAC Charter, like all other provisions thereof, may be amended with a stockholder vote. FIAC’s executive officers and directors have agreed, pursuant to a written agreement with FIAC, that they will not propose any amendment to the FIAC Charter that would affect the substance or timing of FIAC’s obligation to redeem 100% of its Public Shares if FIAC does not complete the initial business combination by May 1, 2024, unless FIAC provides its public stockholders with the opportunity to redeem their 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 (which interest shall be net of taxes payable and working capital released to FIAC), divided by the number of then outstanding Public Shares.

~~The issuance of additional shares of common or preferred stock:~~

~~may significantly dilute the equity interest of existing investors;~~

~~may subordinate the rights of holders of FIAC Common Stock if preferred stock is issued with rights senior to those afforded FIAC Common Stock;~~

could cause a change in control if a substantial number of shares of FIAC Common Stock are issued, which may affect, among other things, FIAC’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of FIAC’s present officers and directors; and

~~may adversely affect prevailing market prices for FIAC Units, Class A Common Stock and/or FIAC Warrants.~~

~~FIAC’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”~~

As of the Record Date, we had in cash held in the Trust Account established in connection with FIAC IPO, and held outside of the Trust Account and available for working capital purposes.

Further, FIAC incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management’s plans to address this need for capital discussed in the section of this proxy statement/prospectus titled “~~Management’s Discussion and Analysis of Financial Condition and Results of Operations of FIAC~~.” FIAC cannot assure you that its plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about FIAC’s ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from its inability to continue as a going concern.

FIAC is dependent upon its executive officers and directors and their departure could adversely affect FIAC’s ability to operate and to consummate the Business Combination; FIAC’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on FIAC’s ability to complete the Business Combination.

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Combination. In addition, FIAC’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of FIAC’s executive officers is engaged in several other business endeavors for which they may be entitled to substantial compensation and FIAC’s directors also serve as officers and board members for other entities. If FIAC’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to FIAC’s affairs which may have a negative impact on FIAC’s ability to consummate the Business Combination.

Certain of FIAC’s 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 FIAC and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Until FIAC consummates its initial business combination, it intends to engage in the business of identifying and combining with one or more businesses. The Sponsor and FIAC’s officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including other special purpose acquisition companies with a class of securities registered under the Exchange Act.

FIAC’s officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. The FIAC Charter provides that it renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as FIAC’s director or officer and such opportunity is one FIAC is legally and contractually permitted to undertake and would otherwise be reasonable for FIAC to pursue, and to the extent the director or officer is permitted to refer that opportunity to FIAC without violating any legal obligation.

In the absence of the “corporate opportunity” waiver in the FIAC Charter, certain candidates would not be able to serve as an officer or director. FIAC believes it substantially benefits from having representatives who bring significant, relevant and valuable experience to its management, and, as a result, the inclusion of the “corporate opportunity” waiver in its amended and restated certificate of incorporation provides it with greater flexibility to attract and retain the officers and directors that FIAC feels are the best candidates.

However, the personal and financial interests of FIAC’s directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. The different timelines of competing business combinations could cause FIAC’s directors and officers to prioritize a different business combination over finding a suitable acquisition target for FIAC’s business combination. Consequently, FIAC’s directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in FIAC’s stockholders’ best interest, which could negatively impact the timing for a business combination. FIAC is not aware of any such conflicts of interest and does not believe that any such conflicts of interest impacted its search for an acquisition target.

The Combined Company’s ability to be successful following the Business Combination will be dependent upon the efforts of the New PubCo Board and key personnel. FIAC cannot assure you that New PubCo’s Board and key personnel will be effective or successful or remain with the Combined Company. In connection with the Business Combination, New PubCo intends to hire a Chief Financial Officer and plans to continue to expand existing personnel. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause the Combined Company’s management to have to expend time and resources helping them become familiar with such requirements.

It is estimated that, pursuant to the Business Combination Agreement, FIAC’s public stockholders will own approximately 24.9% of the equity interests of the Combined Company (assuming no redemptions and excluding

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(i) shares underlying the Legacy Warrants, the Converted Options and the Converted RSUs and (ii) shares available for future issuance pursuant to the proposed Equity Incentive Plan) and FIAC’s management will not be engaged in the management of the Combined Company’s business. Accordingly, the future performance of the Combined Company will depend upon the quality of the New PubCo Board, management and key personnel of the Combined Company.

FIAC’s key personnel may negotiate employment or consulting agreements with the Combined Company in connection with the Business Combination. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Business Combination is advantageous.

FIAC’s key personnel may be able to remain with the Combined Company after the completion of the Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations may take place prior to the consummation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or securities of the Combined Company for services they would render to the Combined Company after the completion of the Business Combination. The personal and financial interests of such individuals may influence their motivation in connection with the consummation of the Business Combination. However, FIAC believes the ability of such individuals to remain with the Combined Company after the completion of the Business Combination will not be the determining factor in FIAC’s decisions regarding the consummation of the Business Combination. There is no certainty, however, that any of FIAC’s key personnel will remain with the Combined Company after the consummation of the Business Combination. FIAC cannot assure you that any of its key personnel will remain in senior management or advisory positions with the Combined Company.

Because the Sponsor and FIAC's officers and directors will lose their entire investment in FIAC if the Business Combination or an alternative business combination is not completed, and because the Sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether DevvStream was appropriate for FIAC’s initial business combination.

The Sponsor, officers and directors currently own 5,750,000 Founder Shares. In addition, the Sponsor purchased an aggregate of 11,200,000 Private Placement Warrants which will be worthless if FIAC does not complete a business combination. The Founder Shares are automatically convertible into the Class A Common Stock at the Closing. However, the holders of Founder Shares have agreed (A) to vote any shares owned by them in favor of any proposed business combination, (B) not to redeem any shares in connection with a stockholder vote to approve a proposed initial business combination, and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if FIAC fails to complete an initial business combination within the requisite time period.

The personal and financial interests of FIAC’s officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of FIAC’s initial business combination, its Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on FIAC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on FIAC’s behalf. However, the Sponsor, officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Such financial interests of the Sponsor, officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination.

Some of the FIAC and DevvStream officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.

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indemnification and the potential ability to sell an increased number of New PubCo Common Shares, as well as potential direct or indirect interests arising from other business ventures they may be involved with. If the Business Combination is not consummated and FIAC is forced to wind up, dissolve and liquidate in accordance with the FIAC Charter, the 5,750,000 Founder Shares currently held by the Sponsor and directors and officers of FIAC, which were initially acquired prior to the FIAC IPO for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares). Such Founder Shares, assuming conversion into Class A Common Stock, had an aggregate market value of approximately $ based upon the closing price of the Class A Common Stock of $ per share on Nasdaq on . Accordingly, the Sponsor and FIAC’s current officers and directors have interests that may be different from, or in addition to, your interests as a stockholder.

These interests, among others, may influence the officers and directors of FIAC and DevvStream to support or approve the Business Combination. For more information concerning the interests of FIAC and DevvStream executive officers and directors, see the sections titled “~~The Business Combination Proposal (Proposal 1)— Interests of FIAC’s Directors and Officers in the Business Combination” and “The Business Combination Proposal (Proposal 1) — Interests of DevvStream’s Directors and Officers in the Business Combination” in this proxy statement/prospectus.~~

FIAC’s stockholders and DevvStream Shareholders may not realize a benefit from the Business Combination commensurate with the ~~ownership~~ dilution they will experience in connection ~~with the Business Combination.~~

If New PubCo is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, FIAC’s stockholders and DevvStream Shareholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent New PubCo is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination simultaneously with the Business Combination.

During the pendency of the Business Combination, FIAC and DevvStream may not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement, which could adversely affect their respective businesses. Furthermore, certain provisions of the Business Combination Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated

The HC Opinion obtained by the ~~Business Combination Agreement.~~

~~Covenants in the Business Combination Agreement impede the ability of~~ FIAC and DevvStream to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Business Combination Agreement is in effect, each party is generally prohibitedBoard from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a business combination, sale of assets or other business combination outside the ordinary course of business, with any third party. Any such transactions could be favorable to such party’s stockholders.

~~If the conditions to the Amalgamation are not met, the Business Combination may not occur.~~

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~~Conditions to the Closing~~” below for a more complete summary. FIAC and DevvStream cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed and such delay may cause FIAC and DevvStream to each lose some or all of the intended benefits of the Business Combination. If the Business Combination does not occur, FIAC may not be able to find another potential candidate for its initial business combination prior to FIAC’s deadline (up to May 1, 2024), and FIAC will be required to liquidate.

The process of taking a company public by means of a business combination with a special purpose acquisition company (a “SPAC”) is different from taking a company public through an underwritten offering and may create risks for our unaffiliated investors who may not have the same benefits as an investor in an underwritten public offering.

Like other business combination transactions and spin-offs, in connection with the Business Combination, investors will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer also will deliver a “comfort” letter with respect to the financial information contained in the registration statement. In making their investment decision, investors in underwritten public offerings have the benefit of such diligence. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. Going public via a business combination with a SPAC does not involve any underwriters and does not generally necessitate the level of review required to establish a “due diligence” defense as would be customary on an underwritten offering.

In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities.

In contrast, FIAC and DevvStream have engaged a financial advisor (rather than underwriters) in connection with the Business Combination. The role of a financial advisor typically differs from that of an underwriter. For example, financial advisors do not act as intermediaries in the public sale of securities and therefore do not face the same potential liability under the U.S. securities laws as underwriters. As a result, financial advisors typically do not undertake the same level of, or any, due diligence investigation of the issuer as is typically undertaken by underwriters.

In connection with this proxy statement/prospectus, no parties other than FIAC and DevvStream have conducted an investigation of the disclosure contained herein. In addition, as an unaffiliated investor, stockholdersHoulihan Capital will not be ~~afforded the opportunity~~updated to ~~perform their own due diligence investigation of, or otherwise obtain information on, FIAC or DevvStream beyond the information that is contained~~reflect changes in this proxy statement/prospectus (or is otherwise publicly available). Stockholders therefore may not have the benefit of the same level of review as an investor in an underwritten public offering, who has the benefit of the underwriters’ evaluation and due diligence investigation of the issuer.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the company is established by means of negotiationscircumstances between the target company, the SPAC and, in some cases, other investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a SPAC business combination may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date ofsigning the Business Combination Agreement and the ~~closing of the transaction. In addition, underwritten public offerings are frequently oversubscribed~~

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resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a SPAC transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the transaction.

There are risks to FIAC stockholders who are not affiliates of the Sponsor of becoming stockholders of the Combined Company through the Business Combination rather than acquiring securities of DevvStream directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of common shares and warrants in connection therewith, investors will not receive the benefit of an outside independent review of FIAC’s and DevvStream’s respective finances and operations performed in an initial public securities offering. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of FINRA and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, our stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.

In addition, the Sponsor and FIAC’s executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of FIAC’s stockholders generally. Such interests may have influenced FIAC’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect FIAC’s business, including its ability to negotiate and complete its initial business combination, and results of operations.

FIAC is and will be subject to laws and regulations enacted by national, regional and local governments and, potentially, foreign jurisdictions. In particular, FIAC will be required to comply with certain SEC and other legal requirements, its business combination may be contingent on its ability to comply with certain laws and regulations and any post-business combination company may be subject to additional laws and regulations. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, including as a result of changes in economic, political, social and government policies, and those changes could have a material adverse effect on FIAC’s business, including its ability to negotiate and complete its initial business combination, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on its business, including its ability to negotiate and complete its initial business combination, and results of operations.

~~On March 30, 2022, the SEC issued proposed rules relating to certain activities of SPACs (the “SPAC Rule Proposals~~”), relating to, among other things, circumstances in which SPACs could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of its registration statement for its IPO (the “~~IPO Registration Statement~~”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect FIAC’s ability to negotiate and complete its initial business combination and may increase the costs and time related thereto.

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Alberta law, the New PubCo Charter and the New PubCo Bylaws will contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The New PubCo Charter, the New PubCo Bylaws, the ABCA and applicable Canadian securities laws contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by New PubCo’s Board and therefore depress the trading price of the New PubCo Common Shares. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the DevvStream Board or taking other corporate actions, including effecting changes in the management of the Combined Company. Among other things, the New PubCo Charter and the New PubCo Bylaws include provisions regarding:

~~the limitation of the liability of, and the indemnification of, New PubCo’s directors and officers;~~

~~the procedures for the conduct and scheduling of board and shareholder meetings; and~~

advance notice procedures with which stockholders must comply to nominate candidates to New PubCo’s Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in New PubCo’s Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New PubCo.

~~These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in New PubCo’s Board or management.~~

Any provision of the New PubCo Charter, New PubCo Bylaws or Alberta law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their New PubCo Common Shares and could also affect the price that some investors are willing to pay for New PubCo Common Shares.

In making your investment decision, you should not rely on information in public media that is published by third parties. You should rely only on statements made in this proxy statement/prospectus in determining whether to approve the Business Combination and acquire the Combined Company’s securities.

You should carefully evaluate all of the information in this proxy statement/prospectus. Each of FIAC and DevvStream has in the past received, and may continue to receive, a high degree of media coverage, including coverage that may not be directly attributable to statements made by FIAC or DevvStream’s officers and employees, that incorrectly reports on statements made by FIAC or DevvStream’s officers or employees, or that is misleading. Much of this media coverage expresses opinion on the viability of DevvStream’s business, the likelihood of the business combination being completed and other matters. You should rely only on the information contained in this proxy statement/prospectus in determining whether to approve the Business Combination and acquire the Combined Company’s securities.

~~DevvStream has broad discretion in the use of the net proceeds post-Closing and may not use them effectively.~~

DevvStream cannot specify with any certainty the particular uses of the net proceeds that DevvStream will receive pursuant to the Business Combination with FIAC. DevvStream’s management will have broad discretion in the application of the net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and DevvStream may spend or invest these proceeds in a way with which the Combined Company’s stockholders disagree. The failure by DevvStream’s management to apply these funds effectively could harm DevvStream’s business and financial condition. Pending their use, DevvStream may invest the net proceeds from the offering in a manner that does not produce income or that loses value.

~~The Combined Company’s disclosure controls and procedures may not prevent or detect all errors or acts of fraud.~~

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controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in the control system, misstatements, or insufficient disclosures due to error or fraud may occur and not be detected.

~~DevvStream’s management team may not successfully or efficiently manage its transition to being a U.S.-listed public company.~~

Historically, DevvStream has not been subject to the obligations of a U.S.-listed public company, because it is a foreign private issuer and has maintained the listing of its shares on a non-U.S. exchange. Accordingly, as a U.S.-listed public company, DevvStream will incur new obligations relating to its reporting, procedures, and internal controls. These new obligations and attendant scrutiny, including in connection with its previous status as an ex-U.S.-listed foreign private issuer, will require investments of significant time and energy from DevvStream’s executives and could divert their attention away from the day-to-day management of DevvStream’s business, which in turn could adversely affect DevvStream’s financial condition or operating results.

The members of DevvStream’s management team have extensive experience leading complex organizations. However, they have limited experience managing a U.S.-listed publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that specifically govern U.S.-listed public companies.

Following the consummation of the Business Combination, New PubCo may incur significant increased expenses and administrative burdens as a listed public company, which could have an adverse effect on its business, financial condition and results of operations.

Following the consummation of the Business Combination, New PubCo will face increased legal, accounting, administrative and other costs and expenses as a U.S.-listed public company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, Public Company Accounting Oversight Board (the “~~PCAOB~~”) and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require New PubCo to carry out activities DevvStream has not done previously. For example, New PubCo will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified, New PubCo could incur additional costs rectifying those issues, and the existence of those issues could adversely affect New PubCo’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with New PubCo’s status as a U.S.-listed public company may make it more difficult to attract and retain qualified persons to serve on the New PubCo Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require New PubCo to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Similarly, following the consummation of the Business Combination, New PubCo will become a reporting issuer in the Canadian provinces of British Columbia, Alberta and Ontario. Compliance with Canadian reporting issuer requirements will also increase costs and make certain activities more time-consuming. As a Canadian reporting issuer, New PubCo will be subject to additional reporting and other obligations which did not previously apply to FIAC. As a result, New PubCo will face additional legal, administrative and other costs and expenses. Furthermore, if any issues in complying with those requirements are identified, New PubCo could incur additional costs rectifying those issues. These increased costs will require New PubCo to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives.

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~~If third parties bring claims against FIAC, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.20 per share.~~

FIAC’s placing of funds in trust may not protect those funds from third-party claims against FIAC. Although FIAC has sought to have all vendors and service providers it engages and prospective target businesses it negotiated with execute agreements with FIAC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of FIAC’s public stockholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with FIAC, they may seek recourse against the Trust Account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of FIAC’s public stockholders. If FIAC is unable to complete a business combination and distribute the proceeds held in trust to FIAC’s public stockholders, the Sponsor has agreed (subject to certain exceptions described elsewhere in this proxy statement/prospectus) that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.20 per share by the claims of target businesses or claims of vendors or other entities that are owed money by FIAC for services rendered or contracted for or products sold to FIAC. However, it may not be able to meet such obligation. Therefore, the per-share distribution from the Trust Account may be less than $10.20, plus interest, due to such claims.

Additionally, if FIAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against FIAC which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in FIAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of FIAC’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, FIAC may not be able to return to FIAC’s public stockholders at least $10.20. The Sponsor may not have sufficient funds to satisfy its indemnity obligations, as its only assets are securities of FIAC. FIAC has not asked the Sponsor to reserve for such indemnification obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for FIAC’s initial business combination, including the Business Combination, and redemptions could be reduced to less than $10.20 per Public Share.

FIAC’s directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to its public stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, FIAC’s independent directors would determine whether to take legal action against Sponsor to enforce its indemnification obligations. While FIAC currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations, it is possible that the independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance 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. If the independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to FIAC’s public stockholders may be reduced below $10.20 per share.

If, before distributing the proceeds in the Trust Account to FIAC’s public stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against FIAC that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of the FIAC stockholders and the per-share amount that would otherwise be received by FIAC’s stockholders in connection with any liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, FIAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against FIAC that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in the bankruptcy estate and subject to the claims of third parties with priority over the claims of FIAC��s stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by FIAC’s stockholders in connection with a liquidation may be reduced.

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If, after FIAC distributes the proceeds in the Trust Account to its public stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, a bankruptcy court may seek to recover such proceeds, and FIAC and the FIAC Board may be exposed to claims of punitive damages.

If, after FIAC distribute the proceeds in the Trust Account to its public stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against it 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 FIAC’s stockholders. In addition, the FIAC Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and FIAC to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

If New PubCo does not file and maintain a current and effective prospectus relating to the New PubCo Common Shares issuable upon exercise of the Warrants, holders will only be able to exercise such Warrants on a “cashless basis.”

If New PubCo does not file and maintain a current and effective prospectus relating to the New PubCo Common Shares issuable upon exercise of the Warrants at the time that holders wish to exercise such Warrants, they will only be able to exercise them on a “cashless basis” provided that an exemption from registration is available. As a result, the number of New PubCo Common Shares that holders will receive upon exercise of the Warrants will be fewer than it would have been had such holder exercised its Warrant for cash. Further, if an exemption from registration is not available, holders would not be able to exercise on a cashless basis and would only be able to exercise their Warrants for cash if a current and effective prospectus relating to the New PubCo Common Shares issuable upon exercise of the Warrants is available. Under the terms of the warrant agreement, FIAC has agreed to use its best efforts to meet these conditions and to file and maintain a current and effective prospectus relating to the common stock issuable upon exercise of the Warrants until the expiration of the Warrants. However, FIAC cannot assure you that it will be able to do so. If FIAC is unable to do so, the potential “upside” of the holder’s investment in New PubCo may be reduced or the Warrants may expire worthless.

~~Even if FIAC consummates the Business Combination, there is no guarantee that the FIAC Warrants will ever be in the money; they may expire worthless or the terms of warrants may be amended.~~

The exercise price for the FIAC Warrants is $11.50 per share of Class A Common Stock. There is no guarantee that the FIAC Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

In addition, the FIAC Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and FIAC. The warrant agreement provides that the terms of the FIAC Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding FIAC Warrants to make any other change. Accordingly, FIAC may amend the terms of the FIAC Warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding FIAC Warrants approve of such amendment. Although FIAC’s ability to amend the terms of the FIAC Warrants with the consent of at least a majority of the then outstanding FIAC Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the FIAC Warrants, shorten the exercise period or decrease the number of shares and their respective affiliates and associates have of common stock purchasable upon exercise of a FIAC Warrants.

FIAC’s warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the FIAC Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with FIAC.

FIAC’s warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against FIAC arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that FIAC irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. FIAC will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

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Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of the FIAC Warrants shall be deemed to have notice of and to have consented to the forum provisions in FIAC’s warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “~~foreign action~~”) in the name of any holder of the FIAC Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “~~enforcement action~~”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with FIAC, which may discourage such lawsuits. Alternatively, if a court were to find this provision of FIAC’s warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, FIAC may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect FIAC’s business, financial condition and results of operations and result in a diversion of the time and resources of FIAC’s management and Board.

~~FIAC has no obligation to net cash settle the Warrants.~~

In no event will FIAC have any obligation to net cash settle the Warrants. Furthermore, there are no contractual penalties for failure to deliver securities to the holders of Warrants upon consummation of an initial business combination, including the Business Combination, or exercise of the warrants. Accordingly, the Warrants may expire worthless.

~~FIAC may waive one or more of the conditions to the Business Combination.~~

FIAC may agree to waive, in whole or in part, one or more of the conditions to its obligations to complete the Business Combination, to the extent permitted by its current Charter and applicable laws. FIAC may not waive the condition that its stockholders approve the Business Combination. Please see the section titled “~~The Business Combination Proposal (Proposal 1) — General Description of the Business Combination Agreement — Conditions to the Closing” for additional information.~~

The exercise of discretion by FIAC’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of FIAC’s stockholders.

In the period leading up to the Closing, other events may occur that, pursuant to the Business Combination Agreement, would require FIAC to agree to amend the Business Combination Agreement to consent to certain actions or to waive rights that we are entitled to under those agreements. Such events could arise because of changes in the course of DevvStream business, a request by DevvStream to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on DevvStream’s business and would entitle FIAC to terminate the Business Combination Agreement, as applicable. In any of such circumstances, it would be in the discretion of FIAC, acting through the FIAC Board, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for FIAC and our stockholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, FIAC does not believe there will be any changes or waivers that its directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the Business Combination that would have a material impact on the stockholders, FIAC will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of its stockholders with respect to the Business Combination Proposal.

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~~The Combined Company may redeem the unexpired FIAC Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their FIAC Warrants worthless.~~

The Combined Company has the ability to redeem outstanding FIAC Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date the Combined Company sends the notice of redemption to the warrant holders. If and when the FIAC Warrants become redeemable by the Combined Company, the Combined Company may exercise its redemption right even if the Combined Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding FIAC Warrants could force you (i) to exercise your FIAC Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your FIAC Warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding FIAC Warrants are called for redemption, is likely to be substantially less than the market value of your FIAC Warrants.

In addition, the Combined Company may redeem your FIAC Warrants after they become exercisable for $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption for a number of shares of Class A Common Stock determined based on the redemption date and the fair market value of the Class A Common Stock. The value received upon exercise of the FIAC Warrants (1) may be less than the value the holders would have received if they had exercised their FIAC Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of shares of common stock received is capped at 0.361 shares of Class A Common Stock per warrant (subject to adjustment) irrespective of the remaining life of the FIAC Warrants.

FIAC has not registered the FIAC Common Stock issuable upon exercise of the FIAC Warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise FIAC Warrants, thus precluding such investor from being able to exercise its FIAC Warrants except on a cashless basis and potentially causing such FIAC Warrants to expire worthless.

FIAC has not registered the FIAC Common Stock issuable upon exercise of the FIAC Warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, FIAC has agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration under the Securities Act of the common stock issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become effective within 60 business days following its initial business combination and to maintain a current prospectus relating to the common stock issuable upon exercise of the FIAC Warrants, until the expiration of the FIAC Warrants in accordance with the provisions of the warrant agreement. FIAC cannot assure you that it will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the FIAC Warrants are not registered under the Securities Act, FIAC will be required to permit holders to exercise their FIAC Warrants on a cashless basis. However, no FIAC Warrant will be exercisable for cash or on a cashless basis, and FIAC will not be obligated to issue any shares to holders seeking to exercise their FIAC Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if FIAC Common Stock is at the time of any exercise of a FIAC Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, FIAC may, at its option, require holders of FIAC Warrants who exercise their FIAC Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elects, FIAC will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will FIAC be required to net cash settle any FIAC Warrant, or issue securities or other compensation in exchange for the FIAC Warrants in the event that it is unable to register or qualify the shares underlying the FIAC Warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the FIAC Warrants is not so registered or qualified or exempt from registration or qualification, the holder of such FIAC

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Warrant shall not be entitled to exercise such FIAC Warrant and such FIAC Warrant may have no value and expire worthless. In such an instance, Sponsor and its permitted transferees (which may include FIAC’s directors and officers) would be able to exercise their warrants and sell the shares of Class A Common Stock underlying their Private Placement Warrants while holders of FIAC Warrants would not be able to exercise their warrants and sell the underlying shares of Class A Common Stock. If and when the FIAC Warrants become redeemable by the Combined Company, the Combined Company may exercise its redemption right even if it is unable to register or qualify the underlying shares of Class A Common Stock for sale under applicable state securities laws and even if an exemption from such registration or qualification is not available. As a result, the Combined Company may redeem the FIAC Warrants as set forth above even if the holders are otherwise unable to exercise their FIAC Warrants.

The Combined Company may be a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements. If the Combined Company relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon the Closing, depending on the number of shares of common stock redeemed by the Combined Company’s public stockholders, the former DevvStream equity holders may control a majority of the voting power of the Combined Company’s outstanding common stock, and New PubCo may then be a “controlled company” within the meaning of applicable rules of Nasdaq upon the Closing. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:

~~that a majority of the board consists of independent directors;~~

~~for an annual performance evaluation of the nominating and corporate governance and compensation committees;~~

that the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

~~that the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility.~~

While DevvStream does not intend to rely on these exemptions, the Combined Company may use these exemptions now or in the future. As a result, the Combined Company’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

~~The future exercise of registration rights may adversely affect the market price of FIAC Common Stock.~~

Pursuant to a Registration Rights Agreement entered into at the time of the IPO, the Sponsor, holders of Private Placement Warrants, and their permitted transferees can demand that FIAC register the Class A Common Stock issuable upon conversion of the Private Placement Warrants, the Class A Common Stock issuable upon conversion of the Founder Shares, and holders of warrants that may be issued upon conversion of working capital loans may demand that FIAC register such warrants, or the Class A Common Stock issuable upon exercise of such warrants. FIAC will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of FIAC’s Class A Common Stock. In addition, the existence of the registration rights may make the initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the Combined Company or ask for more cash consideration to offset the negative impact on the market price of our Class A Common Stock that is expected when the Class A Common Stock owned by our Sponsor, holders of our Private Placement Warrants or holders of our working capital loans or their respective permitted transferees are registered.

Prior to Closing, FIAC will enter into a registration rights agreement that will obligate New PubCo to register the New PubCo Common Shares received by certain significant DevvStream Shareholders as part of the Business Combination. FIAC will be obligated to fulfill three demands, excluding short form demands, that it

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register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require FIAC to register for resale such securities pursuant to Rule 415 under the Securities Act. Sales of a substantial amount of common stock pursuant to a resale registration statement in the public market could occur at any time the registration statement remains effective. In addition, certain registration rights holders can request underwritten offerings to sell their securities. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell such shares, could reduce the market price of our Class A Common Stock.

There is no specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for FIAC to complete a business combination with which a substantial majority of its stockholders do not agree.

The current FIAC Charter does not provide a specified maximum redemption threshold. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of Public Shares by the Combined Company or the persons described above have been entered into with any such investor or holder. FIAC will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other Proposals (as described in this proxy statement/prospectus) at the FIAC Stockholders Meeting.

There may be sales of a substantial amount of New PubCo Common Shares after the Business Combination by FIAC’s current stockholders, and these sales could cause the price of New PubCo Common Shares to fall.

After the Business Combination, on a pro forma basis, there will be approximately 22,869,612 outstanding New PubCo Common Shares (assuming no redemptions by FIAC stockholders). Of FIAC’s issued and outstanding shares that were issued prior to the Business Combination, all will be freely transferable, except for any shares held by FIAC’s “affiliates,” as that term is defined in Rule 144 under the Securities Act. Following completion of the Business Combination, approximately 22.6% of the Combined Company’s outstanding common stock will be held by the Sponsor. This percentage does not take into account (i) the issuance of up to shares (or options to acquire shares) under the Equity Incentive Plan, (ii) the issuance of any shares upon the exercise of warrants to purchase up to a total of 11,500,000 shares of FIAC Common Stock that will remain outstanding following the Business Combination or any additional Private Placement Warrants that FIAC may issue to the Sponsor to repay working capital loans owed by FIAC to the Sponsor, or (iii) any shares of common stock surrendered by former DevvStream Shareholders after the consummation of the Business Combination as indemnification payments pursuant to the terms of the Business Combination Agreement.

~~Future sales of New PubCo Common Shares may cause the market price of New PubCo's securities to drop significantly, even if its business is doing well.~~

FIAC entered into a registration rights agreement with respect to the Founder Shares and Class A Common Stock issued or issuable upon the conversion of the Founder Shares, the Private Placement Warrants, including the Class A Common Stock underlying the Private Placement Warrants, and all shares issued to a holder with respect to the securities referred above by way of any stock split, stock dividend, recapitalization, combination of shares, acquisition, consolidation, reorganization, share exchange, or similar event, which securities FIAC collectively refer to as “registrable securities.” Under the registration rights agreement, FIAC has agreed to register for resale under a registration statement all of the shares held by holders of Founder Shares and issuable upon conversion of FIAC Warrants. The Sponsor is also entitled to two demand registrations. Holders of registrable securities will also have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Business Combination.

Upon effectiveness of the registration statements FIAC files pursuant to the registration rights agreements, these parties may sell large amounts of FIAC Common Stock in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in FIAC’s stock price or putting significant downward pressure on the price of FIAC Common Stock.

Sales of substantial amounts of New PubCo Common Shares in the public market after the Business Combination, or the perception that such sales will occur, could adversely affect the market price of Class A Common Stock and make it difficult for it to raise funds through securities offerings in the future.

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Future resales of New PubCo Common Shares after the consummation of the Business Combination may cause the market price of New PubCo’s securities to drop significantly, even if New PubCo’s business is doing well.

In connection with the Business Combination, certain DevvStream Shareholders and certain of DevvStream’s officers and directors entered into a lock-up agreement pursuant to which they will be contractually restricted from selling or transferring any of (i) their New PubCo Common Shares held immediately following the Closing and (ii) any of their New PubCo Common Shares that result from converting securities held immediately following the Closing (the “~~Lock-Up Shares~~”). Such restrictions begin at Closing and end the earliest of: (a) 360 days from the Closing, (b) the date FIAC consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of FIAC’s stockholders having the right to exchange their FIAC common stock for cash, securities or other property and (c) the date on which the closing sale price of FIAC common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Closing.

The Sponsor is subject to a lock-up pursuant to a letter agreement, entered into at the time of the IPO, among FIAC, the Sponsor and the other parties thereto, pursuant to which the Sponsor is subject to a lock-up beginning on the Closing and end the earliest of: (a) one year from the Closing, (b) the date FIAC consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of FIAC’s stockholders having the right to exchange their Class A Common Stock for cash, securities or other property and (c) the date on which the closing sale price of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Closing.

However, following the expiration of such lock-ups, the Sponsor and the holders of Lock-Up Shares will not be restricted from selling New PubCo Common Shares held by them, other than by applicable securities laws. As such, sales of a substantial number of New PubCo Common Shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New PubCo Common Shares. Upon completion of the Business Combination, the Sponsor and the holders of Lock-Up Shares (including the New PubCo Common Shares issued as awards as a result of conversion of Company Shares that were reserved for issuance pursuant to DevvStream’s outstanding stock options and unvested restricted stock units outstanding as of immediately prior to the Closing) will collectively beneficially own approximately 75.0% of the outstanding New PubCo Common Shares, assuming that no additional public stockholders redeem their Public Shares in connection with the Business Combination. Assuming approximately 2.85 million shares of Class A Common Stock are redeemed in connection with the Business Combination, in the aggregate, the ownership of the Sponsor and the DevvStream Shareholders would rise to 85.8% of the outstanding New PubCo Common Shares.

The shares held by the Sponsor and the Lock-Up Shares may be sold after the expiration of their applicable lock-up periods. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in New PubCo Common Shares price or the market price of New PubCo Common Shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the Board will not have the ability to adjourn the meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

The Board is seeking approval to adjourn the meeting to a later date or dates if, at the meeting, the Business Combination Proposal is not approved. If the Adjournment Proposal is not approved, the Board will not have the ability to adjourn the meeting to a later date and, therefore, the Business Combination would not be completed.

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FIAC and DevvStream have incurred and expect to continue to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by FIAC if the Business Combination is not completed.

FIAC and DevvStream expect to incur significant transaction and transition costs associated with the Business Combination and operating as a public company following the Closing. FIAC and DevvStream may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination Agreement, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by New PubCo following the Closing. As disclosed in “~~Unaudited Pro Forma Combined Financial Information — Notes to the Unaudited Pro Forma Combined Financial Information~~,” expected transaction costs in consummating the Business Combination and related transactions are approximately $13.36 million, approximately $8.18 million of which are attributable to FIAC and approximately $5.18 million of which are attributable to DevvStream. Even if the Business Combination is not completed, FIAC expects to incur approximately $2.05 million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by FIAC if the Business Combination is not completed.

If the funds held outside of the Trust Account are insufficient to allow it to operate until at least May 1, 2024, FIAC’s ability to complete an initial business combination may be adversely affected.

FIAC believes the funds available to it outside of the Trust Account will be sufficient to allow it to operate until it completes its business combination; however, FIAC cannot assure you that its estimate is accurate. If FIAC is required to seek additional capital, it would need to borrow funds from the Sponsor, management team or other third parties to operate or may be forced to liquidate. Neither the Sponsor, members of FIAC’s management team nor any of their affiliates is under any obligation to advance funds to FIAC in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to FIAC upon completion of FIAC’s initial business combination. Up to $1,500,000 of such loans may be convertible into FIAC Warrants, at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of December 1, 2023, there was $1,670,000 outstanding under the Sponsor Working Capital Loan and Second Sponsor Working Capital Loan. Prior to the completion of FIAC’s initial business combination, it does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as FIAC does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. If FIAC is unable to complete its initial business combination because it does not have sufficient funds available to it, FIAC will be forced to cease operations and liquidate the Trust Account. Consequently, FIAC’s public stockholders may only receive an estimated $10.20 per share, or possibly less, on its redemption of its Public Shares, and its warrants will expire worthless.

FIAC’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about FIAC’s ability to continue as a going concern, since FIAC will cease all operations except for the purpose of liquidating if it is unable to complete an initial business combination by May 1, 2024.

As of , 2023, FIAC had $ of funds held outside of the Trust Account. FIAC may need to raise additional funds in order to meet the expenditures required for operating its business. Further, if FIAC’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, FIAC may have insufficient funds available to operate its business prior to its initial business combination. Moreover, FIAC may need to obtain additional financing either to complete its initial business combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of its initial business combination, in which case it may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, FIAC would only complete such financing simultaneously with the completion of its initial business combination. If FIAC is unable to complete its initial business combination because it does not have sufficient funds available to it, it will be forced to cease operations and liquidate the Trust Account. In addition, following FIAC’s initial business combination, if cash on hand is insufficient, FIAC may need to obtain additional financing in order to meet its obligations. While FIAC intends to complete the Business Combination before May 1, 2024, there are no assurances that this will happen. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about FIAC’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Resources could be wasted in researching acquisitions that are not completed (including the proposed Business Combination), which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If FIAC has not completed its initial business combination within the required time period, its public stockholders may receive only approximately $10.20 per share, or less than such amount in certain circumstances, on the liquidation of its Trust Account and its warrants will expire worthless.

FIAC anticipates that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If FIAC decides not to complete a specific initial business combination, such as the proposed Business Combination, the costs incurred up to that point for the Proposed Transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, such as DevvStream, FIAC may fail to complete its initial business combination for any number of reasons including those beyond its control. Any such event will result in a loss to FIAC of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If FIAC is unable to complete our initial business combination, its public stockholders may receive only approximately $10.20 per share on the liquidation of its Trust Account and its warrants will expire worthless.

FIAC’s ability to consummate an initial business combination may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine.

In late February 2022, Russian military forces invaded Ukraine. Russia’s invasion, the responses of countries and political bodies to Russia’s actions, and the potential for wider conflict may increase financial market volatility and could have adverse effects on regional and global economic markets, including the markets for certain securities and commodities. Following Russia’s actions, various countries, including the United States, Canada, the United Kingdom, Germany, and France, as well as the European Union, issued broad-ranging economic sanctions against Russia. The sanctions consist of the prohibition of trading in certain Russian securities and engaging in certain private transactions, the prohibition of doing business with certain Russian corporate entities, large financial institutions, officials and persons, and the freezing of Russian assets. The sanctions include a possible commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, commonly called “SWIFT”, the electronic network that connects banks globally, and imposed restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. A number of large corporations and U.S. states have also announced plans to curtail business dealings with certain Russian businesses.

The imposition of the current sanctions (and potential imposition of further sanctions in response to continued Russian military activity) and other actions undertaken by countries and businesses may adversely impact various sectors of the Russian economy, and the military action has severe impacts on the Ukrainian economy, including its exports and food production. The duration of ongoing hostilities and corresponding sanctions and related events cannot be predicted and may result in a negative impact on the markets and thereby may negatively impact FIAC’s ability to consummate a business combination.

Additionally, in the U.S. and other jurisdictions, central banks have undertaken efforts to combat inflation by raising interest rates, which increase the likelihood of a slowdown in U.S. and global economic growth, and which in turn, have caused, and may continue to cause, declines in the prices of financial assets in the public and private markets as investors react to these and other economic developments. This has also caused, and may continue to cause, market volatility and downward price pressure on the capital markets, which may negatively impact FIAC’s ability to consummate a business combination.

Risks Associated with New PubCo Being a Public Company Listed on the Nasdaq

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results of operations. Prior to the Closing, DevvStream’s systems, procedures and controls may not be adequate to support its complex arrangements and the rules governing revenue and expense recognition for New PubCo’s future operations and expected growth. Delays or problems associated with any improvement or expansion of New PubCo’s operational and financial systems and controls could adversely affect its relationships with its customers, cause harm to its reputation and brand and could also result in errors in its financial and other reporting. New PubCo expects that complying with these rules and regulations will substantially increase its legal and financial compliance costs and will make some activities more time-consuming and costly. These increased costs will increase New PubCo’s net loss and it cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements.

DevvStream’s failure to meet Nasdaq’s continued listing requirements could result in a delisting of its shares.

If, after listing, DevvStream fails to satisfy Nasdaq’s continued listing requirements, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist its shares. Such a delisting would likely have a negative effect on the price of DevvStream’s shares and would impair your ability to sell or purchase DevvStream’s shares when you wish to do so. In the event of a delisting, DevvStream can provide no assurance that any action taken by it to restore compliance with listing requirements would allow it shares to become listed again, stabilize the market price or improve the liquidity of DevvStream’s shares, prevent its shares from dropping below Nasdaq’s minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

If securities or industry analysts do not publish research or reports about New PubCo’s business or publish negative reports about New PubCo’s business, its share price and trading volume could decline.

The trading market for New PubCo’s Common Shares will depend on the research and reports that securities or industry analysts publish about New PubCo or its business. New PubCo does not have any analyst coverage and may not obtain analyst coverage in the future. In the event New PubCo obtains analyst coverage, it will not have any control over such analysts. If one or more of the analysts who cover New PubCo downgrade its shares or change their opinion of New PubCo Common Shares, the share price would likely decline. If one or more of these analysts cease coverage of New PubCo or fail to regularly publish reports on New PubCo, it could lose visibility in the financial markets, which could cause its share price or trading volume to decline.

~~DevvStream will be an “emerging growth company,” and its reduced SEC reporting requirements may make its shares less attractive to investors.~~

DevvStream will be an “emerging growth company” as defined in the JOBS Act. DevvStream will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which DevvStream has total annual gross revenue of at least $1.235 billion or (c) in which DevvStream is deemed to be a large accelerated filer, which means the market value of our common equity held by non-affiliates exceeds $700 million as of the last business day of DevvStream’s prior second fiscal quarter, and (ii) the date on which DevvStream issued more than $1.0 billion in non-convertible debt during the prior three-year period. DevvStream intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, such as an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation in DevvStream’s periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. DevvStream cannot predict if investors will find its shares less attractive because it intends to rely on certain of these exemptions and benefits under the JOBS Act. If some investors find DevvStream’s shares less attractive as a result, there may be a less active, liquid and/or orderly trading market for its shares and the market price and trading volume of its shares may be more volatile and decline significantly.

If New PubCo qualifies as a foreign private issuer, New PubCo will be exempt from a number of rules under the U.S. securities laws and will be permitted to file less information with the SEC than a U.S. domestic public company, which may limit the information available to its stockholders.

After the Closing, New PubCo may qualify as a foreign private issuer, as such term is defined in Rule 405 under the Securities Act. If a foreign private issuer, New PubCo will not be subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, New PubCo will

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be exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. As long as New PubCo is a foreign private issuer, it will not be required to obtain stockholder approval for certain dilutive events, such as the establishment or material amendment of certain equity-based compensation plans, DevvStream will not be required to provide detailed executive compensation disclosure in its periodic reports, and it will be exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, its officers and directors will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of its securities.

If New PubCo qualifies as a foreign private issuer, it intends to submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K, it will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic public companies and will not be required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act.

If New PubCo qualifies as a foreign private issuer, New PubCo will be permitted to follow home country practice in lieu of certain Nasdaq corporate governance rules, including those that permit a lower quorum requirement and require listed companies to have a majority of independent directors (although all of the members of the audit committee must be independent under the Exchange Act) and independent director oversight of executive compensation, nomination of directors and corporate governance matters; have regularly scheduled executive sessions with only independent directors; and adopt and disclose a code of ethics for directors, officers and employees. Accordingly, New PubCo’s stockholders may not have the same protections afforded to stockholders of listed companies that are subject to all of the applicable corporate governance requirements.

~~U.S. and Canadian investors may find it difficult or impossible to effect service of process and enforce judgments against New PubCo, New PubCo directors, and New PubCo executive officers.~~

New PubCo will be incorporated under the laws of Alberta, Canada. As a result, it may be difficult for U.S. investors to realize in the United States upon judgments of courts of the United States predicated upon the civil liability provisions of the United States federal securities laws.

Similarly, certain directors of New PubCo reside outside of Canada. Consequently, it may not be possible for Canadian investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process. Furthermore, it may be difficult to realize upon or enforce in Canada any judgment of a court of Canada against the directors of New PubCo who reside outside of Canada since a substantial portion of the assets of such person may be located outside of Canada.

The New PubCo Charter, together with the New PubCo Bylaws, and Canadian laws and regulations applicable to New PubCo may adversely affect New PubCo’s ability to take actions that could be deemed beneficial to shareholders of New PubCo.

As a Canadian company, New PubCo will be subject to different corporate requirements than a corporation organized under the laws of the United States. The New PubCo Charter, the New PubCo Bylaws and the ABCA set forth various rights and obligations that are unique to New PubCo as a Canadian company. These requirements may limit or otherwise adversely affect New PubCo’s ability to take actions that could be beneficial to shareholders of New PubCo.

Risks Related to Ownership of New PubCo Common Shares

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combination. In addition, the value of the Founder Shares will be significantly greater than the amount the Sponsor and directors and officers of FIAC paid to purchase such shares in the event we complete an initial business combination, even if the Business Combination causes the trading price of the New PubCo Common Shares to materially decline. The Sponsor and the directors and officers of FIAC invested an aggregate of $11,225,000 comprised of the $25,000 purchase price for the Founder Shares and the $11,200,000 purchase price for the Private Placement Warrants. The amount held in the Trust Account was approximately $ on the Record Date, implying a value of $ per Public Share. Based on these assumptions, each New PubCo Common Share would have an implied value of $ per share upon completion of the Business Combination, representing a % decrease from the initial implied value of $ per Public Share. While the implied value of $10.20 per share upon completion of the Business Combination would represent a dilution to our public stockholders, this would represent a significant increase in value for the Sponsor and directors and officers of FIAC relative to the price it paid for each Founder Share. At approximately $10.20 per share, the 5,175,000 New PubCo Common Shares that the Sponsor and directors and officers of FIAC holding Founder Shares would own upon completion of our initial business combination would have an aggregate implied value of $52,785,000. As a result, even if the trading price of the New PubCo Common Shares significantly declines, the value of the Founder Shares held by the Sponsor and directors and officers of FIAC will be significantly greater than the amount the Sponsor and directors and officers of FIAC paid to purchase such shares. In addition, the Sponsor and directors and officers of FIAC could potentially recoup their entire investment, inclusive of their investment in the Private Placement Warrants, even if the trading price of the New PubCo Common Shares after the Business Combination is as low as $ per share. As a result, the Sponsor and directors and officers of FIAC holding Founder Shares are likely to earn a substantial profit on their investment upon disposition of New PubCo Common Shares even if the trading price of the New PubCo Common Shares declines after the completion of the Business Combination. The Sponsor and directors and officers of FIAC holding Founder Shares may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the public stockholders, rather than liquidating FIAC. This dilution would increase to the extent that public stockholders seek redemptions from the Trust Account for their Public Shares.

~~An active market for New PubCo’s securities may not develop, which would adversely affect the liquidity and price of New PubCo’s securities.~~

The price of New PubCo’s securities may vary significantly due to factors specific to New PubCo as well as to general market or economic conditions. Furthermore, an active trading market for New PubCo’s securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

Nasdaq may delist New PubCo’s securities from ~~trading on~~ its ~~exchange, which could limit investors’ ability to make transactions in New PubCo’s securities and subject New PubCo to additional trading restrictions.~~

FIAC’s securities are currently listed on Nasdaq and it is anticipated that, following the Business Combination, New PubCo’s securities will be listed on Nasdaq. However, FIAC cannot assure you that New PubCo’s securities will continue to be listed on Nasdaq in the future. In order to continue listing its securities on Nasdaq, New PubCo must maintain certain financial, distribution and stock price levels. Generally, New PubCo must maintain a minimum number of holders of its securities (generally 400 public holders). Additionally, in connection with the Business Combination, New PubCo will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, New PubCo’s stock price would generally be required to be at least $4.00 per share and New PubCo will be required to have a minimum of 300 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500) in order to remain listed on the Nasdaq Stock Market. FIAC cannot assure you that New PubCo will be able to meet those initial listing requirements at that time.

If Nasdaq delists New PubCo’s securities from trading on its exchange and New PubCo is not able to list its securities on another national securities exchange, FIAC expects New PubCo’s securities could be quoted on an over-the-counter market. If this were to occur, New PubCo could face significant material adverse consequences, including:

~~a limited availability of market quotations for its securities;~~

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~~reduced liquidity for its securities;~~

a determination that New PubCo’s Common Shares are “penny stock” which will require brokers trading in the New PubCo Common Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New PubCo’s securities;

~~a limited amount of news and analyst coverage; and~~

~~a decreased ability to issue additional securities or obtain additional financing in the future.~~exchange.

The market price of New PubCo’s Common Shares may decline as a result of the Business Combination.

~~The market price of New PubCo’s Common Shares may decline as a result of the Business Combination for a number of reasons including if:~~

~~investors react negatively to the prospects of New PubCo’s business and the prospects of the Business Combination;~~

~~the effect of the Business Combination on New PubCo’s business and prospects is not consistent with the expectations of financial or industry analysts; or~~

~~New PubCo does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.~~

~~The price of New PubCo Common Shares may change significantly following the Business Combination and you could lose all or part of your investment as a result.~~

The trading price of New PubCo Common Shares is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your New PubCo Common Shares at an attractive price due to a number of factors such as those listed in “— ~~Risks Related to DevvStream” and the following:~~

~~results of operations that vary from the expectations of securities analysts and investors;~~

~~results of operations that vary from those New PubCo’s competitors;~~

~~changes in expectations as to New PubCo’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors;~~

~~declines in the market prices of stocks generally;~~

~~strategic actions by New PubCo or its competitors;~~

~~announcements by New PubCo or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;~~

~~announcements of estimates by third parties of actual or anticipated changes in the size of New PubCo’s customer base or the level of customer engagement;~~

~~any significant change in New PubCo’s management;~~

~~changes in general economic or market conditions or trends in New PubCo’s industry or markets;~~

~~changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to New PubCo’s business;~~

additional New PubCo securities being sold or issued into the market by New PubCo or any of the existing stockholders or the anticipation of such sales, including if New PubCo issues shares to satisfy restricted stock unit related tax obligations or if existing stockholders sell shares into the market when applicable “lock-up” periods end;

~~investor perceptions of the investment opportunity associated with New PubCo Common Shares relative to other investment alternatives;~~

~~the public’s response to press releases or other public announcements by New PubCo or third parties, including New PubCo’s filings with the SEC;~~

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~~litigation involving New PubCo, New PubCo’s industry, or both, or investigations by regulators into New PubCo’s operations or those of New PubCo’s competitors;~~

~~guidance, if any, that New PubCo provides to the public, any changes in this guidance or New PubCo’s failure to meet this guidance;~~

~~the development and sustainability of an active trading market for New PubCo Common Shares;~~

~~actions by institutional or activist stockholders;~~

~~developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies;~~

~~changes in accounting standards, policies, guidelines, interpretations or principles; and~~

~~other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.~~

These broad market and industry fluctuations may adversely affect the market price of New PubCo Common Shares, regardless of New PubCo’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of New PubCo Common Shares is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If New PubCo was involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from New PubCo’s business regardless of the outcome of such litigation.

~~Because there~~There are no current plans to pay cash dividends on the New PubCo Common Shares for the foreseeable ~~future, you may not receive any return on investment unless you sell your New PubCo Common Shares at a price greater than what you paid for it.~~

~~New PubCo intends to retain future earnings, if any, for future operations, expansion and debt repayment, and there are no current plans to pay any cash dividends for the foreseeable~~ future. The declaration, amount and payment of any future dividends on New PubCo Common Shares will be at the sole discretion of the New PubCo Board. The New PubCo Board may take into account general and economic conditions, New PubCo’s financial condition and results of operations, New PubCo’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by New PubCo to its stockholders or by its subsidiaries to it and such other factors as the New PubCo Board may deem relevant. As a result, you may not receive any return on an investment in New PubCo Common Shares unless you sell your New PubCo Common Shares for a price greater than that which you paid for it.

New PubCo shareholders may experience dilution in the future.

The percentage of New PubCo Common Shares owned by current FIAC stockholders may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that New PubCo may grant to its directors, officers and employees, exercise of the New PubCo Warrants. Such issuances may have a dilutive effect on New PubCo’s earnings per share, which could adversely affect the market price of New PubCo Common Shares.

If securities or industry analysts do not publish research or reports about New PubCo’s business, if they change their recommendations regarding New PubCo Common Shares or if New PubCo’s operating results do not meet their expectations, the New PubCo Common Shares price and trading volume could decline.

The trading market for New PubCo Common Shares will depend in part on the research and reports that securities or industry analysts publish about New PubCo or its businesses. If no securities or industry analysts commence coverage of New PubCo, the trading price for New PubCo Common Shares could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover New PubCo downgrade its securities or publish unfavorable research about its businesses, or if New PubCo’s operating results do not meet analyst expectations, the trading price of New PubCo Common Shares would likely decline. If one or more of these analysts cease coverage of New PubCo or fail to publish reports on New PubCo regularly, demand for New PubCo Common Shares could decrease, which might cause the New PubCo Common Shares price and trading volume to decline.

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Future sales, or the perception of future sales, by New PubCo or its stockholders in the public market following the Business Combination could cause the market price for New PubCo Common Shares to decline.

The sale of New PubCo Common Shares in the public market, or the perception that such sales could occur, could harm the prevailing market price of New PubCo Common Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for New PubCo to sell equity securities in the future at a time and at a price that it deems appropriate.

It is anticipated that at the Closing, FIAC’s public stockholders will retain an ownership interest approximately 24.9% of the outstanding capital stock of the Combined Company, the Sponsor will retain an ownership interest of approximately 22.6% of the outstanding capital stock of the Combined Company and the DevvStream securityholders will own approximately 52.4% of the outstanding capital stock of the Combined Company. The foregoing ownership percentages with respect to the Combined Company following the Business Combination exclude any outstanding Warrants and assume that (i) there are no redemptions of any stock by FIAC’s public stockholders in connection with the Business Combination, and (ii) no awards are issued under the Equity Incentive Plan. All shares currently held by FIAC public stockholders and all of the stock issued in the Business Combination to existing DevvStream securityholders will be freely tradable without registration under the Securities Act, and without restriction by persons other than New PubCo’s “affiliates” (as defined under Rule 144 under the Securities Act, (“~~Rule 144”)), including New PubCo’s directors, executive officers and other affiliates.~~

In connection with the Amalgamation, the Core Company Securityholders, who are expected to own 40.9% of New PubCo Common Shares following the Business Combination (based on the above assumptions and DevvStream’s current stockholdings), have agreed with FIAC, subject to certain exceptions, not to dispose of or hedge any of their New PubCo Common Shares or securities convertible into or exchangeable for New PubCo Common Shares during the period from the date of the Closing continuing through the earliest of: (i) the six-month anniversary of the Closing, (ii) the date on which the Closing price of New PubCo Common Shares equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing, and (iii) such date on which New PubCo completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the New PubCo shareholders having the right to exchange their New PubCo Common Shares for cash, securities or other property. See “~~The Business Combination Proposal — General Description of the Business Combination Agreement — Lock-up Agreements~~.”

In addition, the New PubCo Common Shares reserved for future issuance under the Equity Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. A total number of shares representing % of the fully diluted, and as converted, outstanding New PubCo Common Shares immediately following consummation of the Amalgamation are expected to be reserved for future issuance under the Equity Incentive Plan. New PubCo is expected to file one or more registration statements on Form S-8 under the Securities Act to register New PubCo Common Shares or securities convertible into or exchangeable for New PubCo Common Shares issued pursuant to the Equity Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, New PubCo may also issue its securities in connection with investments or acquisitions. The amount of New PubCo Common Shares issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding New PubCo Common Shares. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to New PubCo shareholders.

FIAC currently is, and New PubCo will be, an emerging growth company within the meaning of the Securities Act, and if New PubCo takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

FIAC is currently and, following the consummation of the Business Combination, New PubCo will be an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. New PubCo, following the Closing, may continue 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 requiredfail to comply with the ~~auditor attestation~~redemption requirements ~~of Section 404 of the~~

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~~Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation~~specified in ~~periodic reports and~~this proxy ~~statements, and exemptions from the requirements of holding~~statement/prospectus, they will not be entitled to redeem their Public Shares for a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, New PubCo shareholders may not have access to certain information they may deem important. We cannot predict whether investors will find securities issued by New PubCo less attractive because New PubCo will rely on these exemptions. If some investors find those securities less attractive as a result of its reliance on these exemptions, the trading prices of New PubCo’s securities may be lower than they otherwise would be, there may be a less active trading market for New PubCo’s securities and the trading prices of New PubCo’s securities may be more volatile.

~~Further, Section 102(b)(1)~~pro rata portion of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered underfunds held in the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. FIAC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, New PubCo, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New PubCo’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

New PubCo will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the closing of the FIAC IPO, (ii) the last day of the fiscal year in which New PubCo has total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which New PubCo is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of New PubCo Common Shares held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which New PubCo has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

~~New PubCo may redeem unexpired FIAC Warrants prior to their exercise at a time that is disadvantageous for FIAC Warrant holders.~~

New PubCo will have the ability to redeem outstanding FIAC Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of New PubCo Common Shares equals or exceeds $18.00 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 ending on the third trading day prior to the date New PubCo sends the notice of redemption to the warrant holders. If and when the FIAC Warrants become redeemable by New PubCo, New PubCo may exercise its redemption right if there is a current registration statement in effect with respect to the New PubCo Common Shares underlying such warrants. Redemption of the outstanding FIAC Warrants could force you to: (i) exercise your warrants and pay the related exercise price at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding FIAC Warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Private Placement Warrants (or if issued, any warrants issued upon conversion of Working Capital Loans) will be redeemable by New PubCo for cash so long as they are held by the Sponsor or its permitted transferees.Trust Account.

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Risks Related to Redemption

In the event the aggregate cash consideration FIAC would be required to pay for all of its Public Shares that are validly submitted for redemption exceeds the aggregate amount of cash needed to execute FIAC and DevvStream’s strategic plan, FIAC may be required to increase the financial leverage FIAC and DevvStream’s business would have to support. This may negatively impact FIAC and DevvStream’s ability to execute on their future strategic plan.

There is no guarantee that a FIAC public stockholder’s decision whether to redeem its Class A Common Stock for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

FIAC cannot assure you as to the price at which a public stockholder may be able to sell the New PubCo Common Shares in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Amalgamation, may cause an increase in the New PubCo stock price, and may result in a lower value realized now than a FIAC stockholder might realize in the future had the stockholder not elected to redeem such stockholder’s Public Shares. Similarly, if a FIAC public stockholder does not redeem his, her or its shares, such stockholder will bear the risk of ownership of New PubCo Common Shares after the consummation of the Amalgamation, and there can be no assurance that a stockholder can sell his, her or its New PubCo Common Shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A FIAC public stockholder should consult his, her or its own tax or financial advisor for assistance on how this may affect its individual situation.

FIAC intends to comply with the U.S. federal proxy rules in conducting redemptions in connection with the Amalgamation. However, despite FIAC’s compliance with these rules, if a FIAC stockholder fails to receive FIAC’s proxy materials, such stockholder may not become aware of the opportunity to redeem its FIAC Common Stock. In addition, this proxy statement/prospectus provides the various procedures that must be complied with in order to validly tender or redeem Public Shares. In the event that a public stockholder fails to comply with these or any other procedures, its Public Shares may not be redeemed.

In order to exercise their redemption rights, public stockholders are required to deliver their Public Shares, either physically or electronically using the Depository Trust Company’s DWAC System, to FIAC’s transfer agent prior to the vote at the FIAC Stockholders Meeting. If a public stockholder properly seeks redemption as described in this proxy statement/prospectus and the Business combination is consummated, FIAC will redeem these Public Shares for a ~~pro rata~~ ~~portion of the funds deposited in the Trust Account and the public stockholder will no longer own such Public Shares following the Merger. See the section titled “FIAC Stockholders Meeting of Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.~~

If you or a “group” of FIAC stockholders of which you are a part is deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such Public Shares in excess of 15% of the Public Shares.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its Public Shares or, if part of such a group, the group’s Public Shares, in excess of 15% of the Public Shares, without the prior consent of FIAC. However, FIAC stockholders’ ability to vote all of their Public Shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemptions. Your inability to redeem any such excess Public Shares could result in you suffering a material loss on your investment in FIAC if you sell such excess Public Shares in open market transactions. FIAC cannot assure you that the value of such excess Public Shares will appreciate over time following the Business Combination or that the market price of the Public Shares will exceed the per share redemption price.

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The Sponsor, directors or officers or their affiliates may enter into certain non-redemption arrangements with public stockholders, which may influence a vote on a proposed Business Combination and the other Proposals described in this proxy statement/prospectus and reduce the public “float” of New PubCo Common Shares.

~~A new 1% U.S. federal excise tax could be imposed on us in connection with redemption by us of our shares.~~

On August 16, 2022, the IR Act was signed into federal law. The IR Act provides for, among other measures, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations. The excise tax is imposed on the repurchasing corporation and the amount of the excise tax is generally 1% of the fair market value of the stock repurchased. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

~~As described under “The FIAC Stockholders Meeting — Redemption Rights~~” if the Termination Date (currently January 1, 2024 (unless further extended)) is extended, FIAC’s public stockholders would have the right to require FIAC to redeem their Public Shares. Any such redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination or otherwise may be subject to the excise tax. Whether and to what extent FIAC would be subject to the excise tax in connection with a business combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination), and (iv) the content of regulations and other guidance from the Treasury. The foregoing could cause a reduction in the cash available to complete a business combination and may adversely affect our ability to complete a business combination. Furthermore, whether and to what extent FIAC would be subject to the excise tax and the mechanics for payment of any excise tax in connection with a liquidating distribution in the event FIAC fails to complete a business combination by May 1, 2024 is unclear. Such liquidating distribution would be paid to the holders of Public Shares in accordance with the terms of the FIAC Charter from funds lawfully available, which may impact the amount of cash received with respect to the Public Shares if funds are not lawfully available or if third parties bring claims against FIAC not otherwise covered by the Sponsor’s indemnification obligations.

Risks Related to Taxes

Following the SPAC Continuance, New PubCo will be subject to Canadian and United States tax on its worldwide income.

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

FIAC

The FIAC Units, Class A Common Stock and FIAC Warrants are currently listed on the Nasdaq under the symbols “FIACU,” “FIAC” and “FIACW,” respectively.

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Holders

Dividend Policy

DevvStream

Holders of Company Shares should obtain current market quotations for their securities. The market price of the Company Shares could vary at any time before the Business Combination is consummated.

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

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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 IPO. Proceeds from promissory notes of $1,025,000 (and related uses) through September 30, 2023 are reflected in FIAC’s historical financial statements presented in the unaudited pro forma condensed combined financial information. Proceeds received and related uses after September 30, 2023 are not reflected in the unaudited condensed consolidated pro forma financial information.

The unaudited pro forma combined balance sheet as of September 30, 2023 combines the historical unaudited balance sheet of FIAC as of September 30, 2023, with the historical unaudited consolidated balance sheet of DevvStream as of October 31, 2023, on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on September 30, 2023.

The unaudited pro forma combined statement of operations for the nine months ended September 30, 2023 combines the historical unaudited statement of operations of FIAC for the nine months ended September 30, 2023 with the historical unaudited statement of operations of DevvStream for the nine months ended October 31, 2023 on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on January 1, 2022, the beginning of the earliest period presented. The nine-month period of DevvStream’s historical statement of operations ending on October 31, 2023 is calculated by combining the unaudited statement of operations results of DevvStream for the three months ended October 31, 2023 with the audited statement of operations of DevvStream for the 12 months ended July 31, 2023 and subtracting the unaudited statement of operations results of DevvStream for the six months ended January 31, 2022.

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The unaudited pro forma combined financial information should also be read together with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FIAC,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of DevvStream,” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Business Combination

On September 12, 2023, FIAC entered into a Business Combination Agreement, by and among FIAC, Amalco Sub and DevvStream. Pursuant to the Business Combination Agreement, among other things:

The exchange of all 75,936,461 DevvStream Company Shares issued and outstanding immediately prior to the Effective Time for 12,016,196, 12,016,196, and 12,016,196 of New PubCo Common Shares in the no redemptions, 50% redemptions, and maximum redemption scenarios, respectively, as adjusted by the Common Conversion Ratio.

DevvStream will be the surviving entity in the Amalgamation and will be a wholly owned subsidiary of NewPubCo.

Other Related Events in Connection with the Business Combination

Other related events that are contemplated to occur in connection with the Business Combination are summarized below:

The DevvStream management team is still in the process of negotiating a PIPE financing up to gross proceeds of $25.5 million to support the combined company at closing (the “PIPE Financing”). Since an agreement has not been completed, any proposed PIPE Financing is excluded from these pro forma financial statements. However, if suitable terms for a PIPE Financing cannot be reached, there is a probability there will be insufficient cash in the maximum redemption scenario. This would necessitate the settlement of the Sponsor Working Capital Loan in Private Placement Warrants, along with the recording of accrued expenses in the accompanying pro forma condensed combined balance sheet.

DevvStream is in the process of issuing Convertible Bridge Notes, aiming to raise proceeds of up to $7.5 million during the Interim Period, of which $500 thousand has been issued as of January 12, 2024, in accordance with Section 2.12(f) of the Business Combination Agreement and the Convertible Bridge Notes Subscription Agreements. The Convertible Bridge Notes shall bear interest at 15% per annum and upon the Closing of the Business Combination are automatically converted into shares of New PubCo Common Shares at a Conversion Price equal to a 25% discount to the deemed value per New PubCo Common Share upon Closing.

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DevvStream secured $0.7 million in debt financing through a note payable. The principal loan amount and all accrued interest for the note is payable in cash, or may be converted, at each holder’s sole option, into Subordinated Voting Company Shares effective immediately upon Closing. For more information regarding the note payable, see the section of this proxy statement/prospectus titled “Certain Relationships and Related Person Transactions — DevvStream — Convertible Bridge Financing.” We have assumed for purposes of this disclosure that this note payable will be fully settled and paid in cash upon the consummation of the Business Combination. The note payable is referred to as the “Financing Transactions.”

In connection with the Business Combination, DevvStream and FIAC are expected to pay $15.3 million of transaction costs and an additional $1.5 million for the repayment of the Sponsor Working Capital Loans and $0.2 million for the settlement of Sponsor accrued administrative fees. In the maximum redemption scenario, there will not be sufficient cash to pay these fees at closing, $0.5 million of transaction expenses are paid at closing, and $12.9 million is recorded as accrued fees in the accompanying pro forma condensed balance sheet. Furthermore, within the context of the maximum redemption scenario, the First Sponsor Working Capital Loan is settled through the exchange for 1,025,000 Private Placement Warrants, accompanied by the payment of accrued administrative fees amounting to $0.2 million for the Sponsor.

Expected Accounting Treatment of the Business Combination

We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, FIAC is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New PubCo will represent a continuation of the financial statements of DevvStream with the Business Combination treated as the equivalent of DevvStream issuing shares for the net assets of FIAC, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Closing will be those of DevvStream in future reports of New PubCo. DevvStream has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under each of the no redemptions, 50% redemptions and maximum redemptions scenarios:

DevvStream Shareholders will have the largest portion of the voting power of New PubCo;

DevvStream Shareholders will have the ability to nominate a majority of the members of the New PubCo Board;

DevvStream senior management will comprise the senior management roles of New PubCo and be responsible for the day-to-day operations;

New PubCo will assume the DevvStream name as DevvStream Corp.; and

The intended strategy and operations of New PubCo will continue DevvStream’s current strategy and operations in the post-combination company.

We currently expect the FIAC Warrants and Private Placement Warrants to remain liability classified instruments upon the Closing. New PubCo has preliminarily evaluated the accounting for the Company Warrants, which shall be converted into warrants to purchase shares of New PubCo in accordance with the requirements of ASC 480 and ASC 815-40-15. For purposes of the unaudited pro forma condensed combined financial information, the New PubCo Warrants are classified as permanent equity. However, the evaluation and finalization of accounting conclusions including, but not limited to, classification of the instrument, impact to earnings per share, analysis of any potential embedded derivatives and the impact to other preferred/equity units are ongoing and subject to change. The unaudited pro forma condensed combined financial has been prepared after giving effect to DevvStream shareholders exercising their Redemption Rights with respect to their Public Shares and redeeming 3,985,213 Class A Common Stock in connection with the Extension for approximately $43,640,022 in cash.

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Basis of Pro Forma Presentation

The unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of New PubCo upon consummation of the Business Combination. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma combined financial information are described in the accompanying notes.

The unaudited pro forma combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated, nor does it reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Business Combination and the other related events contemplated by the Business Combination Agreement are expected to be used for general corporate purposes. The unaudited pro forma combined financial information does not purport to project the future operating results or financial position of New PubCo following the consummation of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma combined financial statements and are subject to change as additional information becomes available and analyses are performed. FIAC and DevvStream have not had any historical operational relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma combined financial information contained herein assumes that the FIAC stockholders approve the Business Combination on the terms and conditions set forth in the Business Combination Agreement. Pursuant to the current certificate of incorporation, FIAC’s public stockholders may elect to redeem their Public Shares for cash even if they approve the Business Combination. FIAC cannot predict how many of its public stockholders will exercise their right to redeem their shares of Class A Common Stocks for cash. The unaudited pro forma combined financial information has been prepared assuming three redemption scenarios after giving effect to the Business Combination, as follows:

Assuming No Redemptions: Assuming that no holders of Class A Common Stock exercise redemption rights with respect to their shares for a pro rata share of the funds in the Trust Account.

Assuming 50% Redemptions: Assuming that FIAC stockholders holding 858,789 of the Public Shares will exercise their redemption rights for their pro rata share (approximately $10.42 per share) of the funds in the Trust Account. This scenario gives effect to Public Share redemptions for aggregate redemption payments of approximately $9.0 million using a per share redemption price of $10.42 per share.

Assuming Maximum Redemptions: Assuming that FIAC stockholders holding 1,717,578 of the Public Shares will exercise their redemption rights for their pro rata share (approximately $10.42 per share) of the funds in the Trust Account. This scenario gives effect to Public Share redemptions for aggregate redemption payments of approximately $17.9 million using a per share redemption price of $10.42 per share. Additionally, due to the cash constraints in the maximum redemption scenario, the First Sponsor Working Capital Loan is expected to be settled in exchange for 1,025,000 Private Placement Warrants.

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The following summarizes the pro forma New PubCo Common Shares issued and outstanding immediately after the Business Combination, presented under the three assumed redemption scenarios:

	Share Ownership in DevvStream Holdings Inc.
	Pro Forma Combined (Assuming No Redemptions)⁽¹⁾		Pro Forma Combined (Assuming 50% Redemptions)⁽²⁾		Pro Forma Combined (Assuming Maximum Redemptions)⁽³⁾⁽⁴⁾
	Number of Shares	% Ownership	Number of Shares	% Ownership	Number of Shares	% Ownership
Sponsor and initial FIAC stockholders⁽⁵⁾⁽⁶⁾	5,175,000	27.3%	5,175,000	28.6%	5,175,000	30.1%
FIAC public stockholders⁽⁷⁾	1,717,578	9.1%	858,789	4.8%	—	0.0%
Former DevvStream shareholders⁽⁸⁾	12,016,196	63.5%	12,016,196	66.5%	12,016,196	69.8%
Former DevvStream Convertible Bridge Note Investors	13,072	0.1%	13,072	0.1%	13,072	0.1%
Total	18,921,846	100.0%	18,063,057	100.0%	17,204,268	100.0%

(1)	Assumes that no Class A Common Stock is redeemed.

(2)	Assumes 50% of the shares of Class A Common Stock are redeemed for aggregate redemption payments of approximately $9 million, assuming a $10.42 per share redemption price and based on funds in the Trust Account as of September 30, 2023.

(3)	Assumes the maximum amount of shares of Class A Common Stock are redeemed for aggregate redemption payments of approximately $17.9 million, assuming a $10.42 per share redemption price and based on funds in the Trust Account as of September 30, 2023.

(4)	Excludes the 1,025,000 Private Placement Warrants exchanged for the payment of the First Sponsor Working Capital Loan, given the expectation that these warrants will not be in the money at the time of closing.

(5)	Includes 3,450,000 Founder Shares held by FIAC’s Sponsor, 1,725,000 Founder Shares held by other investors that will convert into New PubCo Common Shares.

(6)	Excludes 11,200,000 Private Placement Warrants as the warrants are not expected to be in the money at Closing.

(7)	Excludes 11,500,000 FIAC Warrants as the warrants are not expected to be in the money at Closing.

(8)

Excludes shares underlying (i) Legacy Warrants, which will be exercisable for 1,371,940 shares at a weighted average exercise price of $4.73 per share, (ii) Converted Options, which will be exercisable for 648,153 shares at a weighted average exercise price of $4.01 per share and (iii) 1,070,519 Converted RSUs, as well as shares available for future issuance pursuant to the proposed Equity Incentive Plan.

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UNAUDITED PRO FORMA COMBINED BALANCE SHEET

As of September 30, 2023

(in thousands)

							Assuming No Redemptions		Assuming 50% Redemptions			Assuming Maximum Redemptions
	Focus Impact Acquisition Corp. (Historical)	DevvStream Holdings Inc. (Historical)	FIAC Stockholders' Extension Redemptions		Financing Transaction Adjustments		Transaction Accounting Adjustments		Pro Forma Combined	Transaction Accounting Adjustments		Pro Forma Combined	Transaction Accounting Adjustments		Pro Forma Combined
Assets
Current assets:
Cash	$213	$11	—		$650	B	$670	C	$1,544	$(874)	C	$—	$(874)	C	$—
GST receivable	—	54	—		—		—		54	—		54	—		54
Prepaid expenses	43	147	—		—		—		190	—		190	—		190
Total current assets	256	212	—		650		670		$1,788	(874)		244	(874)		244
Equipment	—	2	—		—		$—		$2	—		2	—		2
Prepaid expenses, non-current	—	—	—		—		—		—	—		—	—		—
Investment held in Trust Account	61,540	—	(43,638)	A	—		(17,902)	D	—	(17,902)	D	—	(17,902)	D	—
Total assets	$61,796	$214	($43,638)		$650		($17,232)		$1,790	($18,776)		$246	($18,776)		$246

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	3,734	2,896	—		—		(5,721)	E	$909	1,518	E	$8,148	7,547	E	$14,177
Short-term loans	—	100	—		650	B	(750)	F	—	(750)	F	—	(750)	F	—
Due to DevvESG Streaming Finco Ltd.	—	—	—		—		—		—	—		—	—		—
Due to related party	—	—	—		—		—		—	—		—	—		—
Due to Sponsor	210	—	—		—		(210)	E	—	(210)	E	—	(210)	E	—
Franchise taxes payable	30	—	—		—		—		30	—		30	—		30
Income taxes payable	6	—	—		—		—		6	—		6	—		6
Excise tax payable	1,799	—	—		—		—	E	1,799	90	E	1,889	179	E	1,978
Promissory note - related party	1,025	—	—		—		(1,025)	E	—	(1,025)	E	—	(1,025)	E	—
Total current liabilities	6,804	2,996	—		650		(7,706)		2,744	(377)		10,073	5,741		16,191
Warrant liability	1,816	—	—		—		—		1,816	—		1,816	82		1,898
Marketing agreement	150	—	—		—		(150)	E	—	(150)	E	—	(150)	E	—
Deferred underwriting commissions	—	—	—		—		—		—	—		—	—		—
Note Payable	—	—	—		—		—		—	—		—	—		—
Total liabilities	8,770	2,996	—		650		(7,856)		4,560	(527)		11,889	5,673		18,089
Commitments and contingencies:
Class A common stock subject to possible redemption	61,539	—	(43,638)	A	—		(17,901)	G	—	(17,901)	G	—	(17,901)	G	—

Equity:
Preferred Equity	—	—	—		—		—		—	—		—	—		—
Class A common Stock	—	—	—		—		101	H	101	101	H	101	101	H	101

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					Assuming No Redemptions		Assuming 50% Redemptions			Assuming Maximum Redemptions
	Focus Impact Acquisition Corp. (Historical)	DevvStream Holdings Inc. (Historical)	FIAC Stockholders' Extension Redemptions	Financing Transaction Adjustments	Transaction Accounting Adjustments		Pro Forma Combined	Transaction Accounting Adjustments		Pro Forma Combined	Transaction Accounting Adjustments		Pro Forma Combined
Class B common stock	—	—	—	—	—		—	—		—	—
Additional paid in capital	—	12,473	—	—	83	I	12,556	(8,790)	I	3,683	(15,933)	I	(3,460)
Common Shares	—	—	—	—	—		—	—		—	—		—
Accumulated other comprehensive loss	—	(28)	—	—	—		(28)	—		(28)	—		(28)
Deficit	(8,513)	(15,227)	—	—	8,341	J	(15,399)	8,341	J	(15,399)	9,284	J	(14,456)
Total shareholders’ equity	(8,513)	(2,782)	—	—	8,525		(2,770)	(348)		(11,643)	(6,548)		(17,843)
Total liabilities and shareholders’ equity	$61,796	$214	($43,638)	$650	($17,232)		$1,790	($18,776)		$246	($18,776)		$246

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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2023

(in thousands)

			Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
	Focus Impact Acquisition Corp. (Historical)	DevvStream Holdings Inc. (Historical)	Transaction Accounting Adjustments		Pro Forma Combined	Transaction Accounting Adjustments		Pro Forma Combined	Transaction Accounting Adjustments		Pro Forma Combined
Operating expenses:
Operating costs	4,028	—	(4,028)	K	—	(4,028)	K	—	(4,028)	K	—
Sales and marketing	—	851	—		851	—		851	—		851
Depreciation	—	1	—		1	—		1	—		1
General and administrative	—	484	4,028	K	4,512	4,028	K	4,512	4,028	K	4,512
License fee	—	—	—		—	—		—	—		——
Professional fees	—	3,584	—		3,584	—		3,584	—		3,584
Salaries and wages	—	597	—		597	—		597	—		597
Share-based compensation	—	1,465	—		1,465	—		1,465	—		1,465
Total operating expenses	4,028	6,982	—		11,010	—		11,010	—		11,010
Other income
Other Income	—	7	—		7	—		7	—		7
Interest income (expense)	—	—	13	K	13	13	K	13	13	K	13
Foreign exchange gain (loss)	—	(53)	—		(53)	—		(53)	—		(53)
Listing expense	—	—	—		—	—		—	—		—
Loss on impairment	—	—	—		—	—		—	—		—
Gain on forgiveness of accounts payable	—	—	—		—	—		—	—		—
Recovery of offering costs allocated to warrants	310	—	—		310	—		310	—		310
Change in fair value of warrant liabilities	(681)	—	—	O	(681)	—	O	(681)	(31)	O	(712)
Operating account interest income	13	—	(13)	K	—	(13)	K	—	(13)	K	—
Income from trust account	4,605	—	(4,605)	L	—	(4,605)	L	—	(4,605)	L	—
Total other income	4,247	(46)	(4,605)		(404)	(4,605)		(404)	(4,635)		(435)
Income before provision for income taxes	219	(7,028)	(4,605)		(11,414)	(4,605)		(11,414)	(4,635)		(11,444)
Provision for income taxes	(938)	—	—	M	(938)	—	M	(938)	—	M	(938)
Net (loss) income	$(719)	$(7,028)	$(4,605)		$(12,352)	$(4,605)		$(12,352)	$(4,635)		$(12,383)

Pro Forma Earnings Per Share
Basic					$(0.65)			$(0.68)			$(0.72)
Diluted					$(0.65)			$(0.68)			$(0.72)
Pro Forma Number of Shares Used in Computing EPS
Basic (#)					18,921,846			18,063,057			17,204,268
Diluted (#)					18,921,846			18,063,057			17,204,268

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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2022

(in thousands)

			Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
	Focus Impact Acquisition Corp. (Historical)	DevvStream Holdings Inc. (Historical)	Transaction Accounting Adjustments		Pro Forma Combined	Transaction Accounting Adjustments		Pro Forma Combined	Transaction Accounting Adjustments		Pro Forma Combined
Operating expenses:
Operating costs	1,785	—	(1,785)	K	—	(1,785)	K	—	(1,785)	K	—
Sales and marketing	150	459	—		609	—		609	—		609
Depreciation	—	2	—		2	—		2	—		2
General and administrative	—	360	1,785	K	2,145	1,785	K	2,145	1,785	K	2,145
License Fee	—	1,846	—		1,846	—		1,846	—		1,846
Professional fees	—	1,127	—		1,127	—		1,127	—		1,127
Salaries and wages	—	1,468	—		1,468	—		1,468	—		1,468
Share-based compensation	—	874	—		874	—		874	—		874
Streaming rights	—	1,250	—		1,250	—		1,250	—		1,250
Total operating expenses	1,935	7,386	—		9,321	—		9,321	—		9,321
Other income
Other Income	—	4	(172)	N	(168)	(172)	N	(168)	771	N	775
Interest income (expense)	—	—	7	K	7	7	K	7	7	K	7
Foreign exchange gain (loss)	—	16	—		16	—		16	—		16
Listing expense	—	—	—		—	—		—	—		—
Loss on impairment	—	(532)	—		(532)	—		(532)	—		(532)
Gain on forgiveness of accounts payable	—	—	—		—	—		—	—		—
Recovery of offering costs allocated to warrants	—	—	—		—	—		—	—		—
Change in fair value of warrant liabilities	10,669	—	—	O	10,669	—	O	10,669	482	O	11,151
Operating account interest income	7	—	(7)	K	—	(7)	K	—	(7)	K	—
Income from trust account	3,434	—	(3,434)	L	—	(3,434)	L	—	(3,434)	L	—
Total other income	14,110	(512)	(3,606)		9,992	(3,606)		9,992	(2,181)		11,417
Income before provision for income taxes	12,176	(7,898)	(3,606)		672	(3,606)		672	(2,181)		2,097
Provision for income taxes	(645)	—	—	M	(645)	—	M	(645)	—	M	(645)
Net (loss) income	$11,530	$(7,898)	$(3,606)		$26	$(3,606)		$26	$(2,181)		$1,451

Pro Forma Earnings Per Share
Basic					$0.00			$0.00			$0.08
Diluted					$0.00			$0.00			$0.08
Pro Forma Number of Shares Used in Computing EPS
Basic (#)					18,921,846			18,063,057			17,204,268
Diluted (#)					20,878,377			20,019,588			19,160,799

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NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, FIAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New PubCo will represent a continuation of the financial statements of DevvStream with the Business Combination treated as the equivalent of DevvStream issuing shares for the net assets of FIAC, accompanied by a recapitalization. The net assets of FIAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of DevvStream in future reports of New PubCo.

FIAC and DevvStream have different fiscal year ends. DevvStream’s fiscal year end is the last day in July, or July 31^st, and FIAC’s fiscal year end is December 31^st. As the fiscal years differ by more than 93 days, the audited financial information of DevvStream as of July 31, 2023, has been combined with the unaudited financial information of FIAC as of September 30, 2023, in the preparation of the unaudited pro forma condensed combined balance sheet. The unaudited financial information of DevvStream for the 12 months ended January 31, 2023, has been combined with the audited financial information of FIAC for the fiscal year ended December 31, 2022, in the preparation of the unaudited pro forma condensed combined income statements for the fiscal year ended December 31, 2022.

The unaudited pro forma combined balance sheet as of September 30, 2023, combines the historical unaudited balance sheet of FIAC as of September 30, 2023, with the historical unaudited consolidated balance sheet of DevvStream as of October 31, 2023, on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on September 30, 2023.

The unaudited pro forma combined statement of operations for the fiscal year ended December 31, 2022 combines the historical audited statement of operations of FIAC for the fiscal year ended December 31, 2022 with the historical unaudited statement of operations of DevvStream for the 12 months ended January 31, 2023 on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on January 1, 2022, the beginning of the earliest period presented. The 12-month period of DevvStream’s historical statement of operations ending on January 31, 2023 is calculated by taking the audited statement of operations results of DevvStream for the 12 months ended July 31, 2023 and subtracting the unaudited statement of operations results of DevvStream for the six months ended July 31, 2023 and adding the unaudited statement of operations results of DevvStream for the six months ended July 31, 2022.

The unaudited pro forma combined statement of operations for the nine months ended September 30, 2023 combines the historical unaudited statement of operations of FIAC for the nine months ended September 30, 2023 with the historical unaudited statement of operations of DevvStream for the nine months ended October 31, 2023 on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on January 1, 2022, the beginning of the earliest period presented. The nine-month period of DevvStream’s historical statement of operations ending on October 31, 2023 is calculated by combining the unaudited statement of operations results of DevvStream for the three months ended October 31, 2023 with the audited statement of operations of DevvStream for the 12 months ended July 31, 2023 and subtracting the unaudited statement of operations results of DevvStream for the six months ended January 31, 2022.

The unaudited pro forma combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus:

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The unaudited pro forma combined financial information should also be read together with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FIAC,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of DevvStream,” and other financial information included elsewhere in this proxy statement/prospectus.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments based on information available as of the date of this proxy statement/prospectus. As the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers this basis of presentation to be reasonable under the circumstances.

One-time direct and incremental transaction costs anticipated to be incurred prior to, or concurrent with, the Closing are reflected in the unaudited pro forma combined balance sheet as a direct reduction to New PubCo’s additional paid in capital and are assumed to be cash settled. In the maximum redemption scenario, certain transaction costs are presented as accrued and unpaid as of the Closing. One-time direct and incremental transaction costs incurred in connection with the Business Combination allocated to the liability classified warrants are recorded as a charge to accumulated deficit.

Management has not identified any material differences in accounting policies that would require adjustments in the pro forma financial information. Certain reclassifications have been reflected to conform financial statement presentation as described in the notes the pro forma financial statements below.

2. Adjustments to Unaudited Pro Forma Combined Financial Information

Adjustments to Unaudited Pro Forma Combined Balance Sheet

The adjustments included in the unaudited pro forma combined balance sheet as of September 30, 2023, are as follows:

A. In connection with the Extension, FIAC stockholders exercised their Redemption Rights and elected to redeem 3,985,213 shares of Class A Common Stock for approximately $43,640,022.

B. The pro forma adjustments for subsequent DevvStream financing transactions represent significant transactions completed by DevvStream subsequent to Closing are as follows:

(in thousands)	No Redemption	50% Redemption	Maximum Redemption
Recognize Note Payable	$650	$650	$650
Net adjustment	$650	$650	$650

(1)

Reflects the $0.7 million of cash proceeds received from the note payable issuance, and an equal and offsetting increase to Short-term loans. The unaudited pro forma condensed combined statements of operations adjustments for the year ending December 31, 2022, do not include the recognition of interest expense on the note payable, issued at a 5.30% annual interest rate and maturing within one year of issuance. The interest expense was deemed immaterial, and consequently, it has not been incorporated into these pro forma adjustments.

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C. Represents pro forma adjustments to cash and cash equivalents to reflect the following:

(in thousands)	No Redemption	50 % Redemption	Maximum Redemption
Reclass of Cash and Securities Held in Trust Account	17,902	17,902	17,902¹
Payment of Transaction Costs	(15,347)	(7,940)	(224)²
Payment of Sponsor Working Capital Loan	(1,235)	(1,235)	—³
Cash Paid on Redeemed Shares	—	(8,951)	(17,902)⁴
Net adjustment⁵	1,320	(224)	(224)

(1)	Reflects the liquidation and reclassification of $17.9 million of investments held in the Trust Account to cash and cash equivalents that becomes available for general corporate use by New PubCo.

(2)	Reflects the cash disbursement for the preliminary estimated direct and incremental transaction costs of $15.3 million, including $7.9 million and $0.2 million to be paid by FIAC and DevvStream, respectively, in connection with the Business Combination prior to, or concurrent with the Closing.

(3)

Reflects the cash disbursement of $1.0 million for the repayment of the First Sponsor Working Capital Loan and the accrued administrative fees totaling $0.2 million. In the maximum redemption scenario, the First Sponsor Working Capital Loan is settled and exchanged for 1,025,000 Private Placement Warrants which is reflected in Note 2 (E).

(4)	Reflects the cash disbursement for the shares redeemed, 858,789 and 1,717,578 shares of Class A Common Stock, in the 50% and maximum redemption scenarios, respectively, at a redemption share price of $10.42 per share.

(5)

This adjustment also has offsetting impacts to cash from a $0.7 million note payable issuance subsequent to the latest balance sheet date. While the principal loan amount and all accrued interest for the note payable may be converted, at each holder’s sole option, into Subordinated Voting Company Shares effective immediately upon closing, we have assumed for purposes of this disclosure that this note payable will be fully paid in cash upon the consummation of the Business Combination.

D. Reflects the release of $17.9 million of cash currently held in the Trust Account that becomes available to effectuate the Business Combination and for the general use of New PubCo upon consummation of the Business Combination.

E. Reflects the payment of the Sponsor Working Capital Loans, the accrued administrative fee and previously incurred, expected to be incurred, and accrued transaction costs paid upon consummation of the Business Combination. This adjustment also reflects the accrual of an excise tax calculated at 1% of the shares of Class A Common Stock redeemed in each of the minimum, 50% and maximum redemption scenarios.

Additionally, a portion of these transaction costs is accounted for as a $0.2 million increase in the accumulated deficit. The charge to accumulated deficit is associated with transaction costs allocated to the liability classified warrants, as further discussed in Note 2 (J) and Note 2 (N).

In both the 50% redemption scenario and the maximum redemption scenario, there will not be sufficient cash to pay the transaction expenses at closing. Accordingly, $7.2 million and 7.5 million of direct and incremental transaction expenses that have not yet been incurred are recorded as accrued expenses in the accompanying pro forma condensed combined balance sheet. The DevvStream and FIAC management teams are attempting to complete a PIPE and/or other financing arrangements to pay these fees at closing. There is no firm commitment for a PIPE or other financing arrangement as of the date of this filing.

F. Reflects the conversion of the principal amount, along with all accrued interest totaling $100 thousand from the issuance of the Convertible Bridge Notes, into New PubCo Common Shares at the time of Closing.

G. Reflects the reclassification of shares of Class A Common Stock subject to possible redemption into permanent equity assuming no redemptions and immediate conversion of 1,717,578 shares of Class A Common Stock into New PubCo Common Shares on a one-to-one basis in connection with the Business Combination and 50% redemptions and immediate conversion of 858,789 shares of Class A Common Stock into New PubCo Common Shares on a one-to-one basis in connection with the Business Combination.

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H. Represents pro forma adjustments to par value of Class A Common Stock balance to reflect the following:

(in thousands)			Amount
Issuance of Class A Common Stock from Convertible Bridge Financing			$100
Conversion of Class A Common Stock into New PubCo Common Shares as a result of the Business Combination			1
Net adjustment			$101

I. Represents pro forma adjustments to additional paid in capital balance to reflect the following:

(in thousands)	No Redemption	50% Redemption	Maximum Redemption
Reduction in additional paid in capital for accrual of excise tax payable based on number of shares redeemed	—	(90)	(179)
Reduction in additional paid in capital for excess acquisition-related expenses over accrued amounts and recognition of unaccrued and unpaid acquisition-related expenses	(9,304)	(9,136)	(7,239)
Reflection of the accrued deferred underwriting fees related to the Business Combination	—	—	—
Issuance of New PubCo Common Shares to holders of DevvStream ordinary units at the Closing	(1)	(1)	(1)
Conversion of Class A Common Stock into New PubCo Common Shares as a result of the Business Combination	17,901	8,950	(1)
Elimination of FIAC’s historical accumulated deficit in connection with the reverse recapitalization at the Closing	(8,513)	(8,513)	(8,513)
Net adjustment	$83	$(8,790)	$(15,933)

J. Reflects the recognition of $0.2 million of direct and incremental transaction cost allocated to the liability classified warrants and the elimination of FIAC’s historical accumulated deficit with a corresponding adjustment to Additional paid in-capital for New PubCo in connection with the reverse recapitalization at the Closing, which is also reflected in Note 2 (I).

Adjustments to Unaudited Pro Forma Combined Statements of Operations

K. Represents reclassifications to conform FIAC’s financial information to financial statement line items and presentation of New PubCo based on DevvStream’s financial statement presentation.

L. Reflects the elimination of $4.6 million and $3.4 million of interest income for the nine months ended September 30, 2023, and year ended December 31, 2022, respectively, related to historical income from the Trust Account.

M. The pro forma income statement adjustments do not reflect any income tax effect because DevvStream has a full valuation allowance offsetting any potential tax impact.

N. Reflects the recognition of $0.2 million of direct and incremental transaction costs allocated to the liability classified warrants.

In the maximum redemption scenario, this adjustment also reflects the recognition of a gain of $0.9 million attributable to the extinguishment of the $1.0 million First Sponsor Working Capital Loan in exchange for Private Placement Warrants with a fair value of $0.1 million.

O. Reflects the recognition of additional change in fair value of warrant liabilities, amounting to a loss of $31,000 for the nine months ended September 30, 2023, and a gain of $0.5 million for the year ended December 31, 2022 assuming that the 1,025,000 additional Private Placement Warrants used to settle the First Sponsor Working Capital Loan were outstanding as of January 1, 2022.

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3. Earnings per Share

The pro forma earnings per share calculation represents the net income (loss) per share calculated using the pro forma basic and diluted weighted average shares outstanding of New PubCo Common Shares as a result of the pro forma adjustments as if the Business Combination had occurred on January 1, 2022, the beginning of annual period. The calculation of weighted average shares outstanding for pro forma basic and diluted net income per share reflects (i) the historical DevvStream shares, as adjusted by the Common Conversion Ratio, outstanding as of the respective original issuance date and (ii) assumes that the new shares issuable relating to the Other Related Events, as adjusted by the Common Conversion Ratio (where applicable), and the Business Combination have been outstanding as of January 1, 2022, the beginning of the earliest period presented. For potentially dilutive securities related to DevvStream’s historical stock-based compensation and DevvStream’s Converted Warrants, the treasury stock method is applied along with the Conversion Ratio has been applied to determine the potentially dilutive impact. Under the 50% redemptions scenario, 50% of the shares of Class A Common Stock are assumed to be redeemed by FIAC public stockholders and are eliminated as of January 1, 2022, the beginning of the annual period. Under the maximum redemption scenario, 100% of the shares of Class A Common Stock assumed to be redeemed by FIAC public stockholders and are eliminated as of January 1, 2022, the beginning of the annual period.

The unaudited pro forma combined per share information has been presented under the three assumed redemption scenarios as follows:

	Nine Months Ended September 30, 2023
(in thousands, except share and per share data)	Assuming No Redemptions	Assuming 50% Redemptions	Assuming Maximum Redemptions
Numerator:
Net income (loss) attributable to common shareholders - basic and diluted	$(12,352)	$(12,352)	$(12,383)
Denominator:
Sponsor and certain affiliates	5,175,000	5,175,000	5,175,000
FIAC public stockholders	1,717,578	858,789	—
Former DevvStream shareholders	12,016,196	12,016,196	12,016,196
Former DevvStream Convertible Bridge Note Investors	13,072	13,072	13,072
Weighted average shares outstanding - basic	18,921,846	18,063,057	17,204,268
Diluted effect of DevvStream stock based compensation	—	—	—
Diluted effect of DevvStream Converted Warrants	—	—	—
Weighted average shares outstanding - diluted	18,921,846	18,063,057	17,204,268

Net income (loss) per share attributable to common shareholders - basic	$(0.65)	$(0.68)	$(0.72)
Net income (loss) per share attributable to common shareholders - diluted	$(0.65)	$(0.68)	$(0.72)

	Nine Months Ended September 30, 2023
	Assuming No Redemptions	Assuming 50% Redemptions	Assuming Maximum Redemptions
Private Placement Warrants	11,200,000	11,200,000	12,225,000
FIAC Warrants	11,500,000	11,500,000	11,500,000
New PubCo Warrants	1,371,940	1,371,940	1,371,940
New PubCo Stock Options	648,153	648,153	648,153

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	Nine Months Ended September 30, 2023
	Assuming No Redemptions	Assuming 50% Redemptions	Assuming Maximum Redemptions
New PubCo RSUs	1,070,519	1,070,519	1,070,519

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	Year Ended December 31, 2022
(in thousands, except share and per share data)	Assuming No Redemptions	Assuming 50% Redemptions	Assuming Maximum Redemptions
Numerator:
Net income (loss) attributable to common shareholders - basic and diluted	$26	$26	$1,451
Denominator:
Sponsor and certain affiliates	5,175,000	5,175,000	5,175,000
FIAC public stockholders	1,717,578	858,789	—
Former DevvStream shareholders	12,016,196	12,016,196	12,016,196
Former DevvStream Convertible Bridge Note Investors	13,072	13,072	13,072
Weighted average shares outstanding - basic	18,921,846	18,063,057	17,204,268
Diluted effect of DevvStream stock based compensation	1,028,969	1,028,969	1,028,969
Diluted effect of DevvStream Converted Warrants	927,562	927,562	927,562
Weighted average shares outstanding - diluted	208,878,377	22,019,588	19,160,799

Net income (loss) per share attributable to common shareholders - basic	$0.00	$0.00	$0.08
Net income (loss) per share attributable to common shareholders - diluted	$0.00	$0.00	$0.08

	Year Ended December 31, 2022
	Assuming No Redemptions	Assuming 50% Redemptions	Assuming Maximum Redemptions
Private Placement Warrants	11,200,000	11,200,000	12,225,000
FIAC Warrants	11,500,000	11,500,000	11,500,000
New PubCo Warrants	1,730,096	1,730,096	1,730,096
New PubCo Stock Options	419,207	419,207	419,207
New PubCo RSUs	1,070,519	1,070,519	1,070,519

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RISK FACTORS

Risks Related to DevvStream’s Business and Industry

We have limited operating history and financial results, which make our future results, prospects and the risks we may encounter difficult to predict. We have not generated any revenue to date.

We have incurred significant losses and expect to incur additional expenses and continuing losses for the foreseeable future, and we may not achieve or maintain profitability.

We have incurred significant operating losses. Our operating losses were $(3,372,074) and $(829,527) for the three months ended October 31, 2023 and 2022, respectively. We may continue to incur operating losses in the future as we expect to incur additional costs as we develop our business and expand our portfolio of

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investments, which may be more costly than we expect and may not result in increased revenue, profits or growth in our business. Such costs include increased overhead costs, marketing and promotion costs, general and administrative expenses and costs associated with operating as a public company. Other unanticipated costs may also arise. Our ability to continue as a going concern will depend on the completion of the Business Combination Agreement or our ability to obtain sufficient funding from other sources. Our unaudited condensed consolidated interim financial statements for the three months ended October 31, 2023 and 2022 do not include any adjustments that might result from the outcome of this uncertainty and have been prepared on a basis that assumes we will continue as a going concern, as described in the notes to our unaudited condensed consolidated interim financial statements included elsewhere in this proxy statement/prospectus.

We expect our operating expenses to increase as we further develop our business. We expect the rate at which we incur losses will be higher as we engage in the following activities:

purchasing carbon credits generated by ongoing carbon credit streams (in cases where we have not purchased such carbon credits outright, without the need for additional consideration);

paying royalties to Devvio, Inc. for sales revenue generated by transactions that use the Devvio Platform (as defined below);

attracting and retaining buyers to purchase the carbon credits, through direct sales or on carbon credit marketplaces; and

increasing its general and administrative functions to support its growing operations and its responsibilities as a U.S.-listed public company.

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On November 28, 2021, we entered into a Strategic Partnership Agreement with Devvio (the “Devvio Agreement”), pursuant to which we became Devvio’s principal business partner for project financing for Devvio’s clients in connection with acquiring rights to greenhouse gas emission or climate change-related credits or offsets. Our technology partnership with Devvio provides us with access to Devvio’s proprietary environmental, social and governance (“ESG”) blockchain platform (the “Devvio Platform”). Through the Devvio Platform, we are able to track and manage data used to generate carbon credits and data around every transaction of the credits on the blockchain. We expect the Devvio Platform to support the transparency, provenance, quality and value of our carbon credits. We believe the Devvio Platform provides us with a competitive advantage in the carbon market space and, as such, any failure to access the Devvio Platform could have an adverse effect on our business, financial condition and results of operations. Further, if Devvio is unable to meet its commitments to us under the Devvio Agreement, our business, financial condition and results of operations could be adversely affected. Additionally, Devvio is a Core Company Securityholder by virtue of holding 100% of the multiple voting shares and will be a significant shareholder of the Combined Company. Mr. Tom Anderson, one of our directors, is also an officer of Devvio and conflicts of interest may arise in connection with his role at Devvio.

For further information regarding the risks related to the Devvio Agreement, see “Risks Related to DevvStream’s Information Technology and Intellectual Property — Our inability to retain licenses to intellectual property owned by third parties may materially adversely affect our financial results and operations.” For information regarding the Devvio Platform see “Information About DevvStream — Devvio Platform.”

If the assumptions used to determine our market opportunity are inaccurate, our future growth rate may be affected and the potential growth of our business may be limited.

Market opportunity estimates and growth strategies are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, and as such the estimates of growth included in this proxy statement/prospectus may prove to be inaccurate and may not be indicative of future growth. As the royalty and stream financing model is relatively new in the carbon credit industry, it may not gain acceptance or experience widespread growth. The majority of our current investment opportunity pipeline represents an estimate by management based on potential transactions which remain under various states of non-binding proposals and negotiations. To date, we have entered into seven definitive agreements and one offtake agreement. There can be no assurance that we will be able to enter into further definitive agreements for or complete the acquisition of, all or any other investments identified in our opportunity pipeline, or successfully monetize any carbon credits we may acquire. Further, our estimate of the total addressable market may not prove to be accurate and, even if the estimate of market opportunity and growth strategy does prove to be accurate, we could fail to capture a significant portion, or any portion, of the available market.

If demand for carbon credits does not grow as expected or develops more slowly than expected, our revenues may stagnate or decline and our business may be adversely affected.

The demand for, and the market price of, carbon credits can be adversely affected by any number of factors, including the implementation of lower emission infrastructure, an increase in the number of projects generating carbon credits, invention of new technology that assists in the avoidance, reduction or sequestration of emissions, increased use of alternative fuels, a decrease in the price of conventional fossil fuels, increased use of renewable energy, and the implementation and operation of carbon pricing initiatives such as carbon taxes and emissions trading systems (“ETSs”). There can be no assurance that carbon pricing initiatives or compliance or voluntary carbon markets will continue to exist. Carbon pricing initiatives may be subject to policy and political changes and may otherwise be diminished, terminated or not renewed upon their expiration. In addition, the demand for carbon credits is driven by the social and political demand to reduce greenhouse gas emissions globally. Any decrease in such social and political demand could limit opportunities in the marketplace for carbon credits and decrease the price of carbon, which would have a material adverse effect on our business, financial condition, and results of operations.

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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.

The carbon market is an emerging market and its growth is dependent on the development of a commercialized market for carbon credits.

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If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Certain of our directors, director nominees and/or officers may have interests that compete with ours.

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For additional information regarding related party transactions and potential conflicts of interests, see “Certain Relationships and Related Person Transactions.”

While we may at times engage in or prepare voluntary ESG initiatives and disclosures to respond to stakeholder expectations or to improve our ESG profile, such initiatives and disclosures may be costly and may not have the desired effect. Expectations regarding our management of ESG matters continue to evolve rapidly, in many instances due to factors that are beyond our control. For example, we may ultimately be unable to complete certain initiatives or targets, either on the timelines initially announced or at all, due to technological, cost, or other constraints, which may be within or outside of our control. Moreover, our ESG actions or statements may be based on expectations, assumptions, or third-party information that we currently believe to be reasonable, but which may subsequently be determined to be erroneous or be subject to misinterpretation. If we fail to, or are perceived to fail to, implement certain ESG initiatives or achieve certain ESG objectives, we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary. Certain market participants, including major institutional investors and capital providers, use third-party benchmarks and scores to assess companies’ ESG profiles in making investment or voting decisions. Unfavorable ESG ratings could lead to increased negative investor sentiment towards us or our industry and to the diversion of investment to other industries, which could negatively impact our share price as well as our access to and cost of capital.

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The market price of our common shares is subject to the price of carbon credits and may decline regardless of our operating performance.

We may not realize the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business.

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Our long-term success depends, in part, on properties and assets developed and managed by third-party project developers, owners and operators.

Our streams are largely contract-based and the terms of such contracts may not be honored by developers or operators of a project.

We may acquire future streams in which we have limited control and our interests in such streams may be subject to transfer or other related restrictions.

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The threat of global economic, capital markets and credit disruptions pose risks to our business.

Inflation could materially and adversely affect our business and results of operations.

Carbon markets, particularly the voluntary markets, are still evolving and there are no assurances that the carbon credits we purchase or generate through our investments will find a market.

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We are subject to economic, political and other risks of doing business globally and in emerging markets.

Our insurance policies may be inadequate, may not cover all of our potential liabilities and may potentially expose us to uncoverable risks.

Fluctuations in foreign exchange rates may materially adversely affect our business.

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Risks Related to DevvStream’s Information Technology and Intellectual Property

Failure of a key information technology system, process or site could have a material adverse effect on our business.

We rely on our information technology (“IT”) systems to operate our business and are dependent upon the availability, capacity, reliability and security of our IT infrastructure and our ability to expand and continually update this infrastructure, to conduct daily operations. In the event that we are unable to secure our software and hardware, effectively upgrade systems and network infrastructure and take other steps to maintain or improve our systems, the operations of such systems could be interrupted or result in loss, corruption or release of confidential data.

Although we have implemented cybersecurity protections to safeguard our data, we can provide no assurances that these protections will prevent all cybersecurity breaches.

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Our inability to retain licenses to intellectual property owned by third parties may materially adversely affect our financial results and operations.

Risks Related to Legal, Compliance and Regulations

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From time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability and financial position.

It may be difficult for our stockholders to acquire jurisdiction and enforce liabilities against our assets based in international jurisdictions.

Some or all of our assets, as well as certain of our directors and officers, reside outside of the United States, including David Goertz, Michael Max Bühler and Stephen Kukucha. As a result, it may not be possible for certain stockholders to enforce their legal rights, to effect service of process upon our directors or executive officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and executive officers under United States federal securities laws.

We may not be able to have all our projects validated through a compliance market or by an internationally recognized carbon credits standard body.

Carbon pricing initiatives are based on scientific principles that are subject to debate. Failure to maintain international consensus may negatively affect the value of carbon credits.

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price. Regulatory risk related to changes in regulation and enforcement of ETSs can adversely affect market behavior. If fines or other penalties for non-compliance are not enforced, incentives to purchase carbon credits will deteriorate, which can result in a fall in the price of carbon credits and a drop in the value of our assets.

Our cross-border operations require us to comply with anti-bribery and anti-corruption laws.

We are subject to legal risks associated with our global operations.

Carbon trading is heavily regulated and new legislation in the jurisdictions in which we operate may materially impact our operations.

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purchase of carbon credits. New legislation may arise in certain compulsory jurisdictions that may render our business plan and knowledge obsolete with respect to carbon credits. With respect to the voluntary trade of carbon credits, there is a significant risk that certain voluntary purchasers of carbon credits may elect to cease the purchase of carbon credits for various reasons that are inherent to their business plans, because of changing economic, political contexts or other conditions that cannot be controlled by us. If voluntary purchasers of carbon credits elect to stop purchasing carbon credits, it could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to FIAC and the Business Combination

If a larger number of shares are submitted for redemption than FIAC currently expects, FIAC may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account. If FIAC is required to seek additional capital, it may need to borrow funds from the Sponsor, management team or arrange for third-party financing including, but not limited to, dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Neither the Sponsor, members of FIAC’s management team nor any of their affiliates is under any obligation to advance funds to FIAC in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to FIAC upon completion of FIAC’s initial business combination. Up to $1,500,000 of such loans may be convertible into FIAC Warrants, at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of March 8, 2024, there was $2,075,000 outstanding under the Sponsor Working Capital Loans. Third-party financing may not be available on favorable terms to FIAC or at all. Other than the PIPE Financing, prior to the completion of FIAC’s initial business combination, it does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor, as FIAC does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. For additional information about the PIPE Financing, see “Unaudited Pro Forma Combined Financial Information—Other Related Events in Connection with the Business Combination.”

If the Business Combination is unsuccessful and you did not submit your shares for redemption you would not receive your pro rata portion of the Trust Account until FIAC liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of an Extension or certain other corporation actions as set forth in the FIAC Charter. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time the Class A Common Stock may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with FIAC’s redemption until FIAC liquidates, consummates an alternative initial business combination, effectuates an Extension or takes certain other actions set forth in the FIAC Charter or you are able to sell your Class A Common Stock in the open market.

You may be unable to ascertain the merits or risks of DevvStream’s operations.

If the Business Combination is consummated, the Combined Company will be affected by numerous risks inherent in DevvStream’s business operations. See “— Risks Related to DevvStream.” Although FIAC’s management has endeavored to evaluate the risks inherent in the proposed Business Combination with DevvStream, FIAC cannot assure you that it can adequately ascertain or assess all of the significant risk factors. Furthermore, some of these risks may be outside of FIAC’s control. FIAC also cannot assure you that an investment in FIAC’s securities will not ultimately prove to be less favorable to investors in FIAC than a direct investment, if an opportunity were available, in DevvStream. In addition, if FIAC’s stockholders do not believe that the prospects for the Business Combination are promising, a greater number of stockholders may exercise their redemption rights, which may make it difficult for FIAC to consummate the Business Combination.

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FIAC cannot assure you that the due diligence FIAC has conducted on, and the information and documentation provided by, DevvStream will reveal all material issues that may be present with regard to DevvStream, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of FIAC’s control will not later arise. DevvStream is aware that FIAC must complete an initial business combination on or before November 1, 2024, assuming FIAC extends the period of time to consummate a business combination. Consequently, DevvStream may have obtained leverage over FIAC in negotiating the Business Combination Agreement, knowing that if FIAC does not complete the Business Combination, FIAC may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline. In addition, due to these timing requirements, FIAC has had limited time to conduct due diligence. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if FIAC’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with FIAC’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on FIAC’s liquidity, the fact that FIAC reports charges of this nature could contribute to negative market perceptions about FIAC or FIAC’s securities. In addition, charges of this nature may cause FIAC to violate leverage requirements or other covenants to which it may be subject as a result of it obtaining post-combination debt financing. Accordingly, any stockholders of FIAC who choose to remain stockholders of the Combined Company following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by FIAC’s officers or directors of a duty of care or other fiduciary duty owed by them to FIAC, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

The HC Opinion does not speak as of the time the Business Combination will be completed or as of any date other than the date of such HC Opinion. FIAC does not anticipate asking Houlihan Capital to update the HC Opinion or to request any third party provide a new fairness opinion. The HC Opinion is included as Annex J to this proxy statement/prospectus. For a description of the HC Opinion and a summary of the material financial analyses Houlihan Capital provided to the FIAC Board in connection with rendering such HC Opinion, see “The Business Combination Proposal (Proposal 1) — Opinion of FIAC’s Financial Advisor.”

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The unaudited pro forma financial information included in the section titled “Unaudited Pro Forma Combined Financial Information” may not be representative of New PubCo’s financial condition or results of operations if the Business Combination is consummated and accordingly, you will have limited financial information on which to evaluate the financial performance of New PubCo and your investment decision.

FIAC and DevvStream currently operate as separate companies. FIAC and DevvStream have had no prior history as a combined entity and their respective operations have not previously been managed on a combined basis. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating or financial position of New PubCo. The pro forma statement of earnings does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current market conditions on revenues or expenses. The pro forma financial information included in the section titled “Unaudited Pro Forma Combined Financial Information” has been derived from FIAC’s and DevvStream’s historical financial statements and certain adjustments and assumptions have been made regarding the Combined Company after giving effect to the Business Combination. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and New PubCo’s financial position and future results of operations.

The FIAC Charter authorizes the issuance of up to 500,000,000 shares of Class A Common Stock, par value $0.0001 per share, 50,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. There are currently 5,000,000 shares of Class A Common Stock issued and outstanding, excluding 1,717,578 shares subject to possible redemption. There are currently 750,000 shares of Class B Common Stock issued and outstanding. There are currently no shares of preferred stock issued and outstanding. FIAC may issue a substantial number of additional ordinary or preferred shares to complete the Business Combination or under the Equity Incentive Plan after completion of the Business Combination. However, the FIAC Charter provides, among other things, that prior to FIAC’s initial business combination, FIAC may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination. These provisions of the FIAC Charter, like all other provisions thereof, may be amended with a stockholder vote. FIAC’s executive officers and directors have agreed, pursuant to a written agreement with FIAC, that they will not propose any amendment to the FIAC Charter that would affect the substance or timing of FIAC’s obligation to redeem 100% of its Public Shares if FIAC does not complete the initial business combination by November 1, 2024, unless FIAC provides its public stockholders with the opportunity to redeem their 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 (which interest shall be net of taxes payable and working capital released to FIAC), divided by the number of then outstanding Public Shares.

The issuance of additional shares of common or preferred stock:

may significantly dilute the equity interest of existing investors;

may subordinate the rights of holders of FIAC Common Stock if preferred stock is issued with rights senior to those afforded FIAC Common Stock;

may adversely affect prevailing market prices for FIAC Units, Class A Common Stock and/or FIAC Warrants.

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FIAC’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”

As of the Record Date, we had in cash held in the Trust Account established in connection with FIAC IPO, and held outside of the Trust Account and available for working capital purposes.

Further, FIAC incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management’s plans to address this need for capital discussed in the section of this proxy statement/prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FIAC.” FIAC cannot assure you that its plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about FIAC’s ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from its inability to continue as a going concern.

FIAC’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. FIAC believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. FIAC does not have an employment agreement with, or key-man insurance on the life of, any of its executive officers or directors. The unexpected loss of the services of one or more of FIAC’s executive officers or directors could have a detrimental effect on FIAC and the ability to consummate the Business Combination. In addition, FIAC’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of FIAC’s executive officers is engaged in several other business endeavors for which they may be entitled to substantial compensation and FIAC’s directors also serve as officers and board members for other entities. If FIAC’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to FIAC’s affairs which may have a negative impact on FIAC’s ability to consummate the Business Combination.

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It is estimated that, pursuant to the Business Combination Agreement, FIAC’s public stockholders will own approximately 9.1% of the equity interests of the Combined Company (assuming no redemptions and excluding (i) shares underlying the Legacy Warrants, the Converted Options and the Converted RSUs and (ii) shares available for future issuance pursuant to the proposed Equity Incentive Plan) and FIAC’s management will not be engaged in the management of the Combined Company’s business. Accordingly, the future performance of the Combined Company will depend upon the quality of the New PubCo Board, management and key personnel of the Combined Company.

Because the Sponsor and FIAC’s officers and directors will lose their entire investment in FIAC if the Business Combination or an alternative business combination is not completed, and because the Sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether DevvStream was appropriate for FIAC’s initial business combination.

The Sponsor, officers and directors currently own 750,000 Founder Shares. In addition, the Sponsor purchased an aggregate of 11,200,000 Private Placement Warrants which will be worthless if FIAC does not complete a business combination. The Founder Shares are automatically convertible into the Class A Common Stock at the Closing. However, the holders of Founder Shares have agreed (A) to vote any shares owned by

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them in favor of any proposed business combination, (B) not to redeem any shares in connection with a stockholder vote to approve a proposed initial business combination, and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if FIAC fails to complete an initial business combination within the requisite time period.

Certain officers and directors of FIAC and DevvStream participate in arrangements that provide them with interests in the Business Combination that may be different from that of other investors, including, among others, the continued service as an officer or director of New PubCo, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of New PubCo Common Shares, as well as potential direct or indirect interests arising from other business ventures they may be involved with. If the Business Combination is not consummated and FIAC is forced to wind up, dissolve and liquidate in accordance with the FIAC Charter, the 750,000 Founder Shares currently held by the Sponsor and directors and officers of FIAC, which were initially acquired prior to the FIAC IPO for an aggregate purchase price of $25,000 (including the 5,000,000 Founder Shares which were converted into Class A Common Stock pursuant to the FIAC Charter), will be worthless (as the holders have waived liquidation rights with respect to such shares). Such Founder Shares, assuming conversion into Class A Common Stock, had an aggregate market value of approximately $ based upon the closing price of the Class A Common Stock of $ per share on Nasdaq on . Accordingly, the Sponsor and FIAC’s current officers and directors have interests that may be different from, or in addition to, your interests as a stockholder.

These interests, among others, may influence the officers and directors of FIAC and DevvStream to support or approve the Business Combination. For more information concerning the interests of FIAC and DevvStream executive officers and directors, see the sections titled “The Business Combination Proposal (Proposal 1)— Interests of FIAC’s Directors and Officers in the Business Combination” and “The Business Combination Proposal (Proposal 1) — Interests of DevvStream’s Directors and Officers in the Business Combination” in this proxy statement/prospectus.

FIAC’s stockholders and DevvStream Shareholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

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Covenants in the Business Combination Agreement impede the ability of FIAC and DevvStream to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Business Combination Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a business combination, sale of assets or other business combination outside the ordinary course of business, with any third party. Any such transactions could be favorable to such party’s stockholders.

If the conditions to the Amalgamation are not met, the Business Combination may not occur.

Even if the Business Combination is approved by the stockholders of FIAC (including each of the required approvals) and DevvStream, specified conditions must be satisfied or waived to complete the Business Combination. These conditions are described in detail in the Business Combination Agreement and in addition to stockholder consent, include among other requirements, (i) receipt of requisite regulatory approvals and no law or order preventing the transactions, (ii) no pending litigation to enjoin or restrict the Closing, (iii) each party’s representations and warranties being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to certain materiality thresholds), (iv) each party complying in all material respects with its covenants and agreements, (v) no Material Adverse Effect with respect to a party since the date of the Business Combination Agreement which remains continuing and uncured, (vi) the members of the New PubCo Board being elected or appointed, (vii) an effective registration statement, (viii) the conditional Nasdaq approval, (ix) the Interim Order and the Final Order have been obtained on terms consistent with the Business Combination Agreement; and (x) the SPAC Continuance shall have been consummated. See “The Business Combination Proposal (Proposal 1) — General Description of the Business Combination Agreement — Conditions to the Closing” below for a more complete summary. FIAC and DevvStream cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed and such delay may cause FIAC and DevvStream to each lose some or all of the intended benefits of the Business Combination. If the Business Combination does not occur, FIAC may not be able to find another potential candidate for its initial business combination prior to FIAC’s deadline (up to November 1, 2024), and FIAC will be required to liquidate.

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In connection with this proxy statement/prospectus, no parties other than FIAC and DevvStream have conducted an investigation of the disclosure contained herein. In addition, as an unaffiliated investor, stockholders will not be afforded the opportunity to perform their own due diligence investigation of, or otherwise obtain information on, FIAC or DevvStream beyond the information that is contained in this proxy statement/prospectus (or is otherwise publicly available). Stockholders therefore may not have the benefit of the same level of review as an investor in an underwritten public offering, who has the benefit of the underwriters’ evaluation and due diligence investigation of the issuer.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the company is established by means of negotiations between the target company, the SPAC and, in some cases, other investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a SPAC business combination may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the Business Combination Agreement and the closing of the transaction. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a SPAC transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the transaction.

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On January 24, 2024, the SEC adopted the SPAC Rules, relating to, among other things, circumstances in which SPACs could potentially be subject to the Investment Company Act and the regulations thereunder. Specifically, the SPAC Rules mandate additional disclosure in business combinations involving SPACs and private operating companies; condensed financial statement requirements applicable to transactions involving shell companies, the use of projections by SPACs in SEC filing in connection with proposed business combination transactions, the potential liability of certain participants in proposed business combination transactions. Compliance with the SPAC Rules may materially adversely affect FIAC’s ability to negotiate and complete its initial business combination and may increase the costs and time related thereto.

the limitation of the liability of, and the indemnification of, New PubCo’s directors and officers;

the procedures for the conduct and scheduling of board and shareholder meetings; and

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in New PubCo’s Board or management.

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coverage that may not be directly attributable to statements made by FIAC or DevvStream’s officers and employees, that incorrectly reports on statements made by FIAC or DevvStream’s officers or employees, or that is misleading. Much of this media coverage expresses opinion on the viability of DevvStream’s business, the likelihood of the business combination being completed and other matters. You should rely only on the information contained in this proxy statement/prospectus in determining whether to approve the Business Combination and acquire the Combined Company’s securities.

DevvStream has broad discretion in the use of the net proceeds post-Closing and may not use them effectively.

The Combined Company’s disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

The Combined Company will be subject to certain reporting requirements of the Exchange Act. The Combined Company’s disclosure controls and procedures will be designed to reasonably assure that information required to be disclosed in reports to file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. The Combined Company believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in the control system, misstatements, or insufficient disclosures due to error or fraud may occur and not be detected.

DevvStream’s management team may not successfully or efficiently manage its transition to being a U.S.-listed public company.

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previously. For example, New PubCo will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified, New PubCo could incur additional costs rectifying those issues, and the existence of those issues could adversely affect New PubCo’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with New PubCo’s status as a U.S.-listed public company may make it more difficult to attract and retain qualified persons to serve on the New PubCo Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require New PubCo to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

If third parties bring claims against FIAC, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.20 per share.

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or that it has no indemnification obligations related to a particular claim, FIAC’s independent directors would determine whether to take legal action against Sponsor to enforce its indemnification obligations. While FIAC currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations, it is possible that the independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance 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. If the independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to FIAC’s public stockholders may be reduced below $10.20 per share.

If, before distributing the proceeds in the Trust Account to our public stockholders, FIAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against FIAC that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in the bankruptcy estate and subject to the claims of third parties with priority over the claims of FIAC’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by FIAC’s stockholders in connection with a liquidation may be reduced.

Even if FIAC consummates the Business Combination, there is no guarantee that the FIAC Warrants will ever be in the money; they may expire worthless or the terms of warrants may be amended.

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Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of the FIAC Warrants shall be deemed to have notice of and to have consented to the forum provisions in FIAC’s warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the FIAC Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

FIAC has no obligation to net cash settle the Warrants.

FIAC may waive one or more of the conditions to the Business Combination.

FIAC may agree to waive, in whole or in part, one or more of the conditions to its obligations to complete the Business Combination, to the extent permitted by its current Charter and applicable laws. FIAC may not waive the condition that its stockholders approve the Business Combination. Please see the section titled “The Business Combination Proposal (Proposal 1) — General Description of the Business Combination Agreement — Conditions to the Closing” for additional information.

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The Combined Company may redeem the unexpired FIAC Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their FIAC Warrants worthless.

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that a majority of the board consists of independent directors;

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for an annual performance evaluation of the nominating and corporate governance and compensation committees;

that the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility.

The future exercise of registration rights may adversely affect the market price of New PubCo Common Shares.

Prior to Closing, FIAC will enter into a registration rights agreement that will obligate New PubCo to register the New PubCo Common Shares received by certain significant DevvStream Shareholders as part of the Business Combination, as well as New PubCo Common Shares or Converted Warrants received by Sponsor and its permitted transferees in exchange for the Founder Shares, Private Placement Warrants or other restricted securities acquired prior to or after the Closing. Specifically, within 60 days after the Closing, New PubCo is required to file a registration statement to register the resale of (i) New PubCo Common Shares that will be issued to Sponsor in exchange for its FIAC Common Stock, (ii) Converted Private Placement Warrants, (iii) New PubCo Common Shares underlying the Converted Private Placement Warrants, (iv) New PubCo Common Shares that will be issued to the Legacy DevvStream Holders in exchange for their Company Shares, (v) Converted Warrants, (vi) New PubCo Common Shares underlying the Converted Warrants and (vii) any New PubCo Common Shares, Converted Warrants or Converted Private Placement Warrants otherwise acquired or owned by Sponsor or any Legacy DevvStream Holder following the Closing, to the extent such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an affiliate (as defined in Rule 144) of New PubCo. New PubCo will be obligated to fulfill three demands, excluding short form demands, that it register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require New PubCo to register for resale such securities pursuant to Rule 415 under the Securities Act. Sales of a substantial amount of common stock pursuant to a resale registration statement in the public market could occur at any time the registration statement remains effective. In addition, certain registration rights holders can request underwritten offerings to sell their securities. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell such shares, could reduce the market price of the New PubCo Common Shares.

After the Business Combination, on a pro forma basis, there will be approximately 18,921,846 outstanding New PubCo Common Shares (assuming no redemptions by FIAC stockholders). Of FIAC’s issued and outstanding shares that were issued prior to the Business Combination, all will be freely transferable, except for

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any shares held by FIAC’s “affiliates,” as that term is defined in Rule 144 under the Securities Act. Following completion of the Business Combination, approximately 27.3% of the Combined Company’s outstanding common stock will be held by the Sponsor. This percentage does not take into account (i) the issuance of up to shares (or options to acquire shares) under the Equity Incentive Plan, (ii) the issuance of any shares upon the exercise of warrants to purchase up to a total of 11,500,000 shares of FIAC Common Stock that will remain outstanding following the Business Combination or any additional Private Placement Warrants that FIAC may issue to the Sponsor to repay working capital loans owed by FIAC to the Sponsor, or (iii) any shares of common stock surrendered by former DevvStream Shareholders after the consummation of the Business Combination as indemnification payments pursuant to the terms of the Business Combination Agreement.

Future sales of New PubCo Common Shares may cause the market price of New PubCo’s securities to drop significantly, even if its business is doing well.

In connection with the Business Combination, certain DevvStream Shareholders and certain of DevvStream’s officers and directors entered into a lock-up agreement pursuant to which they will be contractually restricted from selling or transferring any of (i) their New PubCo Common Shares held immediately following the Closing and (ii) any of their New PubCo Common Shares that result from converting securities held immediately following the Closing (the “Lock-Up Shares”). Such restrictions begin at Closing and end the earliest of: (a) 360 days from the Closing, (b) the date FIAC consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of FIAC’s stockholders having the right to exchange their FIAC common stock for cash, securities or other property and (c) the date on which the closing sale price of FIAC common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Closing.

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However, following the expiration of such lock-ups, the Sponsor and the holders of Lock-Up Shares will not be restricted from selling New PubCo Common Shares held by them, other than by applicable securities laws. As such, sales of a substantial number of New PubCo Common Shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New PubCo Common Shares. Upon completion of the Business Combination, the Sponsor and the holders of Lock-Up Shares (including the New PubCo Common Shares issued as awards as a result of conversion of Company Shares that were reserved for issuance pursuant to DevvStream’s outstanding stock options and unvested restricted stock units outstanding as of immediately prior to the Closing) will collectively beneficially own approximately 75.0% of the outstanding New PubCo Common Shares, assuming that no additional public stockholders redeem their Public Shares in connection with the Business Combination. Assuming approximately 859 thousand shares of Class A Common Stock are redeemed in connection with the Business Combination, in the aggregate, the ownership of the Sponsor and the DevvStream Shareholders would rise to 95.1% of the outstanding New PubCo Common Shares.

FIAC and DevvStream expect to incur significant transaction and transition costs associated with the Business Combination and operating as a public company following the Closing. FIAC and DevvStream may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination Agreement, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by New PubCo following the Closing. As disclosed in “Unaudited Pro Forma Combined Financial Information — Notes to the Unaudited Pro Forma Combined Financial Information,” expected transaction costs in consummating the Business Combination and related transactions are approximately $15.3 million, approximately $10 million of which are attributable to FIAC and approximately $5.18 million of which are attributable to DevvStream. Even if the Business Combination is not completed, FIAC expects to incur approximately $2.05 million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by FIAC if the Business Combination is not completed.

Following the Closing of the Business Combination, FIAC will not have any right to make damage claims against DevvStream or its shareholders for the breach of any representation, warranty or covenant made by DevvStream in the Business Combination Agreement.

The representations and warranties contained in the Business Combination Agreement will not survive the Closing of the Business Combination, except for those that by their terms apply or are to be performed, in whole or in part, after the Closing. Accordingly, no claim for breach of any such representation, warranty, agreement or covenant, detrimental reliance or other right or remedy may be brought with respect thereto after the Closing, except for covenants to be performed in whole or in part after the Closing. As a result, FIAC will have no remedy available to it if the Business Combination is consummated and it is later revealed that, at the time of the Business Combination, there was a breach of any of the representations, warranties and covenants made by FIAC prior to the Closing.

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If the funds held outside of the Trust Account are insufficient to allow it to operate until at least November 1, 2024, FIAC’s ability to complete an initial business combination may be adversely affected.

FIAC believes the funds available to it outside of the Trust Account will be sufficient to allow it to operate until it completes its business combination; however, FIAC cannot assure you that its estimate is accurate. If FIAC is required to seek additional capital, it would need to borrow funds from the Sponsor, management team or other third parties to operate or may be forced to liquidate. Neither the Sponsor, members of FIAC’s management team nor any of their affiliates is under any obligation to advance funds to FIAC in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to FIAC upon completion of FIAC’s initial business combination. Up to $1,500,000 of such loans may be convertible into FIAC Warrants, at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of March 8, 2024, there was $2,075,000 outstanding under the Sponsor Working Capital Loans. Prior to the completion of FIAC’s initial business combination, it does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as FIAC does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. If FIAC is unable to complete its initial business combination because it does not have sufficient funds available to it, FIAC will be forced to cease operations and liquidate the Trust Account. Consequently, FIAC’s public stockholders may only receive an estimated $10.20 per share, or possibly less, on its redemption of its Public Shares, and its warrants will expire worthless.

As of , 2024, FIAC had $ of funds held outside of the Trust Account. FIAC may need to raise additional funds in order to meet the expenditures required for operating its business. Further, if FIAC’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, FIAC may have insufficient funds available to operate its business prior to its initial business combination. Moreover, FIAC may need to obtain additional financing either to complete its initial business combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of its initial business combination, in which case it may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, FIAC would only complete such financing simultaneously with the completion of its initial business combination. If FIAC is unable to complete its initial business combination because it does not have sufficient funds available to it, it will be forced to cease operations and liquidate the Trust Account. In addition, following FIAC’s initial business combination, if cash on hand is insufficient, FIAC may need to obtain additional financing in order to meet its obligations. While FIAC intends to complete the Business Combination before November 1, 2024, there are no assurances that this will happen. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about FIAC’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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and acquire or merge with another business. If FIAC is unable to complete our initial business combination, its public stockholders may receive only approximately $10.20 per share on the liquidation of its Trust Account and its warrants will expire worthless.

Risks Associated with New PubCo Being a Public Company Listed on the Nasdaq

New PubCo will need to improve its operational and financial systems to support its expected growth, increasingly complex business arrangements, and rules governing revenue and expense recognition and any inability to do so will materially adversely affect its business and results of operations.

To manage the expected growth of its operations and increasing complexity, New PubCo will need to improve its operational and financial systems, procedures, and controls and continue to increase systems automation to reduce reliance on manual operations. Any inability to do so will affect New PubCo’s business and results of operations. Prior to the Closing, DevvStream’s systems, procedures and controls may not be adequate to support its complex arrangements and the rules governing revenue and expense recognition for New PubCo’s future operations and expected growth. Delays or problems associated with any improvement or expansion of New PubCo’s operational and financial systems and controls could adversely affect its relationships with its customers, cause harm to its reputation and brand and could also result in errors in its financial and other reporting. New PubCo expects that complying with these rules and regulations will substantially increase its legal and financial compliance costs and will make some activities more time-consuming and costly. These increased costs will increase New PubCo’s net loss and it cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements.

DevvStream’s failure to meet Nasdaq’s continued listing requirements could result in a delisting of its shares.

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impair your ability to sell or purchase DevvStream’s shares when you wish to do so. In the event of a delisting, DevvStream can provide no assurance that any action taken by it to restore compliance with listing requirements would allow it shares to become listed again, stabilize the market price or improve the liquidity of DevvStream’s shares, prevent its shares from dropping below Nasdaq’s minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

FIAC’s noncompliance with Nasdaq Listing Rule 5450(a)(2) could result in a delisting of its shares.

On October 16, 2023, FIAC received a written notice from the Listing Qualifications Department of Nasdaq notifying FIAC that it was no longer in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 total holders for continued listing on the Nasdaq Global Market. The notice states that the FIAC has 45 calendar days from the date of the notice to submit a plan to regain compliance with Rule 5450(a)(2). While the notice has no immediate effect on the listing of shares of Class A Common Stock, there can be no assurance that the compliance plan will be accepted or that FIAC’s shares will continue to be listed on Nasdaq in the future or after the Business Combination. Such a delisting could cause material adverse consequences, including:

a limited availability of market quotations for Class A Common Stock;

reduced liquidity with respect to Class A Common Stock;

a reduced level of trading activity in the secondary trading market for shares of FIAC Common Stock;

a limited amount of news and analyst coverage; and

fewer opportunities to obtain additional financing in the future.

DevvStream will be an “emerging growth company,” and its reduced SEC reporting requirements may make its shares less attractive to investors.

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U.S. and Canadian investors may find it difficult or impossible to effect service of process and enforce judgments against New PubCo, New PubCo directors, and New PubCo executive officers.

Risks Related to Ownership of New PubCo Common Shares

The nominal purchase price paid by the Sponsor and directors and officers of FIAC for the Founder Shares may significantly dilute the implied value of the Public Shares in the event we complete an initial business combination. In addition, the value of the Founder Shares will be significantly greater than the amount the Sponsor and directors and officers of FIAC paid to purchase such shares in the event we complete an initial business combination, even if the Business Combination causes the trading price of the New PubCo Common Shares to materially decline. The Sponsor and the directors and officers of FIAC invested an aggregate of $11,225,000 comprised of the $25,000 purchase price for the Founder Shares and the $11,200,000 purchase price for the Private Placement Warrants. The amount held in the Trust Account was approximately $ on the Record Date, implying a value of $ per Public Share. Based on these assumptions, each New PubCo Common Share would have an implied value of $ per share upon completion of the Business Combination, representing a % decrease from the initial implied value of $ per Public Share. While the implied value of $10.20 per share upon completion of the Business Combination would represent a dilution to our public stockholders, this would represent a significant increase in value for the Sponsor and directors and officers of FIAC relative to the price it paid for each Founder Share. At approximately $10.20 per share, the 5,175,000 New PubCo Common Shares that the Sponsor and directors and officers of FIAC holding Founder Shares would own upon completion of our initial business combination would have an aggregate implied value of $52,785,000. As a result, even if the trading price of the New PubCo Common Shares significantly declines, the value of the Founder Shares held by the Sponsor and directors and officers of FIAC will be significantly greater than the amount the Sponsor and directors and officers of FIAC paid to purchase such shares. In addition, the Sponsor and directors and officers of FIAC could potentially recoup their entire investment, inclusive of their investment in the Private Placement Warrants, even if the trading price of the New PubCo Common Shares after the Business Combination is as low as $ per share. As a result, the Sponsor and directors and officers of FIAC holding Founder Shares are likely to earn a substantial profit on their investment upon disposition of New PubCo Common Shares even if the trading price of the New PubCo Common Shares declines after the completion of the Business Combination. The Sponsor and directors and officers of FIAC holding Founder Shares may therefore be economically incentivized to complete an initial

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business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the public stockholders, rather than liquidating FIAC. This dilution would increase to the extent that public stockholders seek redemptions from the Trust Account for their Public Shares.

An active market for New PubCo’s securities may not develop, which would adversely affect the liquidity and price of New PubCo’s securities.

Nasdaq may delist New PubCo’s securities from trading on its exchange, which could limit investors’ ability to make transactions in New PubCo’s securities and subject New PubCo to additional trading restrictions.

a limited availability of market quotations for its securities;

reduced liquidity for its securities;

a limited amount of news and analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.

The market price of New PubCo’s Common Shares may decline as a result of the Business Combination.

The market price of New PubCo’s Common Shares may decline as a result of the Business Combination for a number of reasons including if:

investors react negatively to the prospects of New PubCo’s business and the prospects of the Business Combination;

the effect of the Business Combination on New PubCo’s business and prospects is not consistent with the expectations of financial or industry analysts; or

New PubCo does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.

The price of New PubCo Common Shares may change significantly following the Business Combination and you could lose all or part of your investment as a result.

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performance of particular companies. You may not be able to resell your New PubCo Common Shares at an attractive price due to a number of factors such as those listed in “— Risks Related to DevvStream” and the following:

results of operations that vary from the expectations of securities analysts and investors;

results of operations that vary from those New PubCo’s competitors;

changes in expectations as to New PubCo’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

declines in the market prices of stocks generally;

strategic actions by New PubCo or its competitors;

announcements by New PubCo or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

announcements of estimates by third parties of actual or anticipated changes in the size of New PubCo’s customer base or the level of customer engagement;

any significant change in New PubCo’s management;

changes in general economic or market conditions or trends in New PubCo’s industry or markets;

changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to New PubCo’s business;

investor perceptions of the investment opportunity associated with New PubCo Common Shares relative to other investment alternatives;

the public’s response to press releases or other public announcements by New PubCo or third parties, including New PubCo’s filings with the SEC;

litigation involving New PubCo, New PubCo’s industry, or both, or investigations by regulators into New PubCo’s operations or those of New PubCo’s competitors;

guidance, if any, that New PubCo provides to the public, any changes in this guidance or New PubCo’s failure to meet this guidance;

the development and sustainability of an active trading market for New PubCo Common Shares;

actions by institutional or activist stockholders;

developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies;

changes in accounting standards, policies, guidelines, interpretations or principles; and

other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

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Because there are no current plans to pay cash dividends on the New PubCo Common Shares for the foreseeable future, you may not receive any return on investment unless you sell your New PubCo Common Shares at a price greater than what you paid for it.

New PubCo intends to retain future earnings, if any, for future operations, expansion and debt repayment, and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on New PubCo Common Shares will be at the sole discretion of the New PubCo Board. The New PubCo Board may take into account general and economic conditions, New PubCo’s financial condition and results of operations, New PubCo’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by New PubCo to its stockholders or by its subsidiaries to it and such other factors as the New PubCo Board may deem relevant. As a result, you may not receive any return on an investment in New PubCo Common Shares unless you sell your New PubCo Common Shares for a price greater than that which you paid for it.

New PubCo shareholders may experience dilution in the future.

Upon consummation of the Business Combination, New PubCo will have New PubCo Warrants outstanding to purchase up to an aggregate of 25,123,481 New PubCo Common Shares. Further, New PubCo may choose to seek third-party financing to provide additional working capital for New PubCo’s business, in which event New PubCo may issue additional New PubCo Common Shares or other equity securities. Following the consummation of the Business Combination, New PubCo may also issue additional New PubCo Common Shares or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding New PubCo Warrants or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

The issuance of additional New PubCo Common Shares or other equity securities of equal or senior rank would have the following effects:

FIAC's existing stockholders’ proportionate ownership interest in New PubCo will decrease;

the amount of cash available per share, including for payment of dividends in the future, may decrease;

the relative voting strength of each previously outstanding New PubCo Common Share may be diminished; and

the market price of the New PubCo Common Shares may decline.

New PubCo cannot be certain that additional financing will be available on reasonable terms when required, or at all.

From time to time, New PubCo may need additional financing. New PubCo's ability to obtain additional financing, if and when required, will depend on investor demand, New PubCo’s operating performance, the condition of the capital markets, and other factors. If New PubCo raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences, or privileges senior to the rights of the Class A Common Stock and New PubCo's shareholders may experience dilution.

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It is anticipated that at the Closing, FIAC’s public stockholders will retain an ownership interest approximately 9.1% of the outstanding capital stock of the Combined Company, the Sponsor will retain an ownership interest of approximately 27.3% of the outstanding capital stock of the Combined Company and the DevvStream securityholders will own approximately 63.5% of the outstanding capital stock of the Combined Company. The foregoing ownership percentages with respect to the Combined Company following the Business Combination exclude any outstanding Warrants and assume that (i) there are no redemptions of any stock by FIAC’s public stockholders in connection with the Business Combination, and (ii) no awards are issued under the Equity Incentive Plan. All shares currently held by FIAC public stockholders and all of the stock issued in the Business Combination to existing DevvStream securityholders will be freely tradable without registration under the Securities Act, and without restriction by persons other than New PubCo’s “affiliates” (as defined under Rule 144, including New PubCo’s directors, executive officers and other affiliates. Because the level of stockholder redemptions will not be known until the FIAC Stockholders Meeting, holders of Class A Common Stock will not know at the time of the vote the percentage of the Combined Company’s outstanding capital stock that they will hold.

In connection with the Amalgamation, the Core Company Securityholders, who are expected to own 40.9% of New PubCo Common Shares following the Business Combination (based on the above assumptions and DevvStream’s current stockholdings), have agreed with FIAC, subject to certain exceptions, not to dispose of or hedge any of their New PubCo Common Shares or securities convertible into or exchangeable for New PubCo Common Shares during the period from the date of the Closing continuing through the earliest of: (i) the six-month anniversary of the Closing, (ii) the date on which the Closing price of New PubCo Common Shares equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing, and (iii) such date on which New PubCo completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the New PubCo shareholders having the right to exchange their New PubCo Common Shares for cash, securities or other property. See “The Business Combination Proposal — General Description of the Business Combination Agreement — Lock-up Agreements.”

In addition, the New PubCo Common Shares reserved for future issuance under the Equity Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. A total number of shares representing 10% of the fully diluted, and as converted, outstanding New PubCo Common Shares immediately following consummation of the Amalgamation are expected to be reserved for future issuance under the Equity Incentive Plan. New PubCo is expected to file one or more registration statements on Form S-8 under the Securities Act to register New PubCo Common Shares or securities convertible into or exchangeable for New PubCo Common Shares issued pursuant to the Equity Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

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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 periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, New PubCo shareholders may not have access to certain information they may deem important. We cannot predict whether investors will find securities issued by New PubCo less attractive because New PubCo will rely on these exemptions. If some investors find those securities less attractive as a result of its reliance on these exemptions, the trading prices of New PubCo’s securities may be lower than they otherwise would be, there may be a less active trading market for New PubCo’s securities and the trading prices of New PubCo’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. FIAC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, New PubCo, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New PubCo’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

New PubCo may redeem unexpired FIAC Warrants prior to their exercise at a time that is disadvantageous for FIAC Warrant holders.

Risks Related to Redemption

In the event the aggregate cash consideration FIAC would be required to pay for all of its Public Shares that are validly submitted for redemption exceeds the aggregate amount of cash needed to execute FIAC and DevvStream’s strategic plan, we may be required to arrange for third-party financing including, but not limited

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to, dilutive equity issuances or the incurrence of indebtedness at high than desirable levels. This may negatively impact FIAC and DevvStream’s ability to execute on their future strategic plan.

The ability of our stockholders to redeem their Class A Common Stock with respect to a large number of our shares might not allow us to complete the Business Combination or optimize our capital structure.

In order to exercise their redemption rights, public stockholders are required to deliver their Public Shares, either physically or electronically using the Depository Trust Company’s DWAC System, to FIAC’s transfer agent prior to the vote at the FIAC Stockholders Meeting. If a public stockholder properly seeks redemption as described in this proxy statement/prospectus and the Business combination is consummated, FIAC will redeem these Public Shares for a pro rata portion of the funds deposited in the Trust Account and the public stockholder will no longer own such Public Shares following the Merger. See the section titled “FIAC Stockholders Meeting of Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

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The Sponsor, directors or officers or their affiliates may enter into certain non-redemption arrangements with public stockholders either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such an arrangement may include a contractual acknowledgement that such stockholder, although still the record holder of the shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy closing conditions in the Business Combination Agreement regarding required amounts of cash or cash equivalents that FIAC has from any source equal or exceeds certain thresholds where it appears that such requirements would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any incentives to be received by such public stockholders in exchange for entering into any such arrangements has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such stockholders against potential loss in value of their shares, including the granting of put options and the transfer of shares or FIAC Warrants owned by the Sponsor for nominal value to such stockholders. In addition, if such purchases are made, the public “float” of New PubCo Common Shares and the number of beneficial holders of its securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of FIAC securities on the Nasdaq or another national securities exchange or reducing the liquidity of the trading market for FIAC Common Stock. Any FIAC Common Stock subject to an arrangement described above would not be voted in connection with the Business Combination Proposal.

While the purpose of such arrangements would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied or to provide additional equity financing, there can be no assurance that such purchases or other transactions, even if consummated, would be successful.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. FIAC will file a Current Report on Form 8-K prior to the FIAC Stockholder Meeting to disclose any arrangements entered into by any of the aforementioned persons. Any such report will include (i) the amount of FIAC Common Stock subject to such non-redemption agreement and the consideration paid; (ii) the purpose of such arrangement; (iii) the impact of such arrangement on the likelihood that the Business Combination Proposal will be approved; (iv) the identities or characteristics of security holders who entered into such arrangement; and (v) the number of shares of FIAC Common Stock for which FIAC has received redemption requests.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemption by us of our shares.

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certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

As described under “The FIAC Stockholders Meeting — Redemption Rights” if the Termination Date (currently April 1, 2024 (unless further extended)) is extended, FIAC’s public stockholders would have the right to require FIAC to redeem their Public Shares. Any such redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination or otherwise may be subject to the excise tax. Whether and to what extent FIAC would be subject to the excise tax in connection with a business combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination), and (iv) the content of regulations and other guidance from the Treasury. The foregoing could cause a reduction in the cash available to complete a business combination and may adversely affect our ability to complete a business combination. Furthermore, whether and to what extent FIAC would be subject to the excise tax and the mechanics for payment of any excise tax in connection with a liquidating distribution in the event FIAC fails to complete a business combination by November 1, 2024 is unclear. Such liquidating distribution would be paid to the holders of Public Shares in accordance with the terms of the FIAC Charter from funds lawfully available, which may impact the amount of cash received with respect to the Public Shares if funds are not lawfully available or if third parties bring claims against FIAC not otherwise covered by the Sponsor’s indemnification obligations.

Risks Related to Taxes

DevvStream’s ability to utilize its net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations, including losses as a result of the Business Combination.

DevvStream has incurred, and DevvStream Amalco is likely to continue incurring significant tax losses, which may be limited in their usability under Canadian and other tax laws, in particular following the Amalgamation and other significant stockholder changes. Although DevvStream neither expects the Business Combination nor any of the ownership changes in the course of past financing rounds to result in a forfeiture of

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DevvStream’s Canadian tax loss attributes, the realization of future tax savings from such tax loss attributes will be limited under the Tax Act following the Amalgamation and will depend on the tax authorities’ acceptance of their continued availability and DevvStream’s ability to generate future taxable income in Canada against which such losses can be offset.

Following the SPAC Continuance, New PubCo will be subject to Canadian and United States tax on its worldwide income.

Following the SPAC Continuance, New PubCo will be deemed to be a resident of Canada for Canadian federal income tax purposes by virtue of existing under the ABCA, subject to the application of an applicable tax treaty or convention. Accordingly, subject to an applicable tax treaty or convention, New PubCo will be subject to Canadian taxation on its worldwide income, in accordance with the rules set forth in the Income Tax Act (Canada) (the “Tax Act”) generally applicable to corporations residing in Canada.

Notwithstanding that New PubCo will be deemed to be a resident of Canada for Canadian federal income tax purposes, New PubCo will also be treated as a U.S. corporation for U.S. federal income tax purposes, pursuant to Section 7874(b) of the Code, and will be subject to U.S. federal income tax on its worldwide income. As a result, subject to an applicable tax treaty or convention, New PubCo will be subject to taxation both in Canada and the U.S., which could have a material adverse effect on New PubCo’s business, financial condition and results of operations. Accordingly, all prospective New PubCo shareholders and investors should consult with their own tax advisors in this regard.

Dividends, if ever paid, on the New PubCo Common Shares will be subject to Canadian and/or United States withholding tax.

It is currently anticipated that New PubCo will not pay any dividends on the New PubCo Common Shares in the foreseeable future.

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To the extent dividends are paid, dividends received by holders of New PubCo Common Shares who are not residents of the U.S. and who are residents of Canada for purposes of the Tax Act will be subject to U.S. withholding tax. Any dividends may not qualify for a reduced rate of withholding tax under the U.S.-Canada income tax treaty (“Canada-U.S. Tax Convention”). Any U.S. withholding taxes paid by or on behalf of a resident of Canada in respect of dividends received on the New PubCo Common Shares may be eligible for foreign tax credit or deduction treatment where applicable under the Tax Act. Generally, a foreign tax credit in respect of a tax paid to a particular foreign country is limited to the Canadian tax otherwise payable in respect of income sourced in that country. Dividends received on the New PubCo Common Shares by a resident of Canada may not be treated as income sourced in the United States for these purposes, such that a foreign tax credit under the Tax Act may not be available. Residents of Canada should consult their own tax advisors with respect to the availability of any foreign tax credits or deductions under the Tax Act in respect of any U.S. withholding taxes applicable to dividends on the New PubCo Common Shares.

Dividends received by stockholders who are residents of the U.S. will not be subject to U.S. withholding tax but will be subject to Canadian withholding tax. Any dividends may not qualify for a reduced rate of withholding tax under the Canada-U.S. Tax Convention. For U.S. federal income tax purposes, a U.S. holder may elect for any taxable year to receive either a credit or a deduction for all foreign income taxes paid by the holder during the year. Dividends paid by us will be characterized as U.S. source income for purposes of the foreign tax credit rules under the Code. Accordingly, U.S. holders generally will not be able to claim a credit for any Canadian tax withheld unless, depending on the circumstances, they have an excess foreign tax credit limitation due to other foreign source income that is subject to a low or zero rate of foreign tax. Subject to certain limitations, a U.S. holder should be able to take a deduction for the U.S. holder’s Canadian tax paid, provided that the U.S. holder has not elected to credit other foreign taxes during the same taxable year.

Dividends received by non-U.S. holders who are not residents of Canada for purposes of the Tax Act will be subject to U.S. withholding tax and will also be subject to Canadian withholding tax. These dividends may not qualify for a reduced rate of U.S. withholding tax under any income tax treaty otherwise applicable to our stockholders, subject to examination of the relevant treaty. These dividends may, however, qualify for a reduced rate of Canadian withholding tax under any income tax treaty otherwise applicable to our stockholders, subject to examination of the relevant treaty.

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Each holder of New PubCo Common Shares should seek tax advice, based on such stockholder’s particular facts and circumstances, from an independent tax advisor.

The transfer of New PubCo Common Shares may be subject to U.S. estate and generation-skipping transfer tax.

Because the New PubCo Common Shares will be treated as shares of a U.S. domestic corporation for U.S. federal income tax purposes, the U.S. estate and generation-skipping transfer tax rules generally may apply to the ownership and transfer of the New PubCo Common Shares. Each U.S. holder and non-U.S. holder of New PubCo Common Shares should seek tax advice regarding the applicability of any such U.S. estate or generation-skipping transfer taxes, based on such stockholder’s particular facts and circumstances, from an independent tax advisor.

Changes in tax laws may affect New PubCo and its stockholders and other investors.

There can be no assurance that New PubCo’s Canadian and U.S. federal income tax treatment or an investment in New PubCo will not be modified, prospectively or retroactively, by legislative, judicial or administrative action, in a manner adverse to New PubCo or its stockholders or other investors.

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THE FIAC STOCKHOLDERS MEETING

General

FIAC is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the FIAC Board for use at the FIAC Stockholders Meeting to be held on and at any adjournment or postponement thereof. This proxy statement/prospectus provides FIAC’s stockholders with information they need to know to be able to vote or direct their vote to be cast at the FIAC Stockholders Meeting.

Date, Time and Place

The FIAC Stockholders Meeting will be held virtually at a.m., Eastern Time, on . FIAC stockholders are encouraged to access the FIAC Stockholders Meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

Voting Power; Record Date

Only holders of record of Class A Common Stock at the close of business on the Record Date are entitled to notice of the FIAC Stockholders Meeting and to vote at the FIAC Stockholders Meeting and any adjournments or postponements of the FIAC Stockholders Meeting. A complete list of FIAC stockholders of record entitled to vote at the FIAC Stockholders Meeting will be available for ten days before the FIAC Stockholders Meeting at the principal executive offices of FIAC for inspection by stockholders during ordinary business hours for any purpose germane to the FIAC Stockholders Meeting. You are entitled to one vote for each share of Class A Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were shares of Class A Common Stock outstanding.

Vote of the Sponsor, Directors and Officers

In connection with the FIAC IPO, the Sponsor has entered into agreements pursuant to which each agreed to vote any Class A Common Stock owned by them in favor of the Business Combination, which would include the Business Combination Proposal, the SPAC Continuance Proposal and the other Proposals presented at the FIAC Stockholders Meeting. These agreements apply to the Sponsor as it relates to the shares of Class B Common Stock held by it and the requirement to vote such shares in favor of the Business Combination Proposal and for all other proposals presented to FIAC stockholders in this proxy statement/prospectus. ~~As a result,~~Because the Founder Shares comprise 77% of the outstanding FIAC Common Stock and all of the outstanding Class B Common Stock, in addition to the Founder Shares, no other shares would need to be voted in favor in order to satisfy the vote required for the Charter Proposal (which has a higher vote threshold required than the Business Combination Proposal).

Quorum and Required Vote for Stockholder Proposals

A quorum of FIAC stockholders is necessary to hold a valid meeting. The presence of stockholders holding a majority of the Class A Common Stock entitled to vote at the FIAC Stockholders Meeting constitutes a quorum at the FIAC Stockholders Meeting. Abstentions will be considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the proposals presented at the FIAC Stockholders Meeting. Because all of the matters to be voted on at the FIAC Stockholders Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed. Therefore, such broker non-votes will not count towards quorum at the FIAC Stockholders Meeting. In the absence of a quorum, the chairman of the FIAC Stockholders Meeting has the power to adjourn the FIAC Stockholders Meeting.

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class. Approval of the Nasdaq Proposal, the Advisory Charter Amendment Proposals, the Incentive Plan Proposal

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and the Adjournment Proposal each requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of FIAC Common Stock who are present in person or represented by proxy and entitled to vote thereon at the FIAC Stockholders Meeting. A FIAC stockholder’s failure to vote by proxy or to vote in person at the FIAC Stockholders Meeting will not be counted towards the number of shares of FIAC Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal or the Adjournment Proposal. Abstentions will be counted towards the number of shares of FIAC Common Stock required to validly establish a quorum but the same effect as a vote “AGAINST” the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal or the Adjournment Proposal.

The Incentive Plan Proposal and the Nasdaq Proposal, are conditioned on the approval of the SPAC Continuance Proposal and the Business Combination Proposal (and the SPAC Continuance Proposal and the Business Combination Proposal are conditioned on the approval of the Incentive Plan Proposal and the Nasdaq Proposal), and unless the SPAC Continuance Proposal and the Business Combination Proposal are approved, the Advisory Charter Proposals, the Incentive Plan Proposal and the Nasdaq Proposal will not be presented to the stockholders of FIAC at the FIAC Stockholders Meeting. The Adjournment Proposal is not conditioned on any other Proposal and does not require the approval of any other Proposal to be effective. It is important for you to note that in the event the SPAC Continuance Proposal, the Business Combination Proposal, the Incentive Plan Proposal and the Nasdaq Proposal do not receive the requisite vote for approval, then FIAC will not consummate the Business Combination. If FIAC does not consummate the Business Combination and fails to complete an initial business combination by ~~May~~November 1, 2024, it will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders, unless it seeks and obtains the approval of FIAC stockholders to amend the FIAC Charter to extend such date.

Abstentions and Broker Non-Votes

With respect to each Proposal in this prospectus/proxy statement, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

If a stockholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote, and does not attend the FIAC Stockholder Meeting in person, then the stockholder’s shares will not be counted for purposes of determining whether a quorum is present at the FIAC Stockholder Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” the Business Combination Proposal, the SPAC Continuance Proposal and the Charter Proposal, but will have no effect on the outcome of any other proposal in this proxy statement.

Abstentions will be counted in connection with the determination of whether a valid quorum is established. An abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal, the Advisory Charter Proposals or the Adjournment Proposal.

Recommendation of FIAC Board

The FIAC Board has determined that each of the Proposals is fair to and in the best interests of FIAC and its stockholders, and has approved such proposals. FIAC Board recommends that stockholders:

vote “FOR” the Business Combination Proposal;

vote “FOR” the SPAC Continuance Proposal;

vote “FOR” the Nasdaq Proposal;

vote “FOR” the Charter Proposal;

vote “FOR” each of the Advisory Charter Proposals;

vote “FOR” the Incentive Plan Proposal; and

vote “FOR” the Adjournment Proposal, if it is presented at the meeting.

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When you consider the recommendation of FIAC Board in favor of approval of the Proposals, you should keep in mind that the Sponsor, members of FIAC Board and officers have interests in the Business Combination that may be different from or in addition to (or which may conflict with) your interests as a stockholder. These interests include, among other things, the fact that:

the Sponsor and directors and officers of FIAC paid an aggregate of $25,000 (or approximately $0.003 per share) for their Founder Shares and $11,200,000 or ($1.00 per warrant) for the Private Placement Warrants and such securities will have a significantly higher value at the time of the Business Combination. Such shares had an aggregate market value of approximately $ million based upon the closing price of the Class A Common Stock of $ per share on Nasdaq on . As a result of the nominal price of $0.003 per Founder Share paid by the Sponsor and the directors and officers of FIAC compared to the recent market price of the Class A Common Stock, the Sponsor and its affiliates are likely to earn a positive rate of return on their investments in the Founder Shares even if the holders of Class A Common Stock experience a negative rate of return on their investments in the Class A Common Stock;

as a condition to the FIAC IPO, the Founder Shares became subject to a lock-up whereby, subject to certain limited exceptions, the Founder Shares cannot be transferred until the earlier of (A) one year after the completion of FIAC’s initial business combination; or (B) subsequent to FIAC’s initial business combination, when the reported last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after FIAC’s initial business combination, or the date on which FIAC completes a liquidation, merger, stock exchange or other similar transaction that results in all of FIAC’s stockholders having the right to exchange their shares for cash, securities or other property;

an aggregate of 11,200,000 Private Placement Warrants were issued to the Sponsor simultaneously with the consummation of the IPO and the underwriters’ exercise of its over-allotment option. Such Private Placement Warrants had an aggregate market value of approximately $ based upon the closing price of the Class A Common Stock of $ per share on Nasdaq on ;

the Sponsor and directors and officers of FIAC have agreed not to redeem any FIAC common stock they hold in connection with a stockholder vote to approve a proposed initial business combination;

the Sponsor may loan to FIAC additional funds for working capital purposes prior to the Business Combination. As of ~~December 1, 2023,~~March 8, 2024, there was ~~$1,670,000~~$2,075,000 outstanding under the Sponsor Working Capital Loan and Second Sponsor Working Capital Loan. If the Business Combination is not consummated and FIAC does not otherwise consummate another business combination prior to ~~May~~November 1, 2024, then there will likely be insufficient funds to pay the Sponsor Working Capital Loan and Second Sponsor Working Capital Loan;

if the Business Combination is not completed, the Sponsor will not have the potential ownership interest of approximately 27.3% in the No Redemption Scenario or 30.1% in the Maximum Redemption Scenario;

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any redemption or distribution with respect to such shares. Such shares ~~and units~~ had an aggregate market value of $ as of , based on the closing price per share of Class A Common Stock ~~as of~~ of $ per share ~~and the closing price of the FIAC Units of $ per unit~~ on Nasdaq on . Additionally, the Private Placement Warrants will expire worthless if the Trust Account is liquidated, including in the event FIAC is unable to complete an initial business combination within the required time period. The Sponsor has agreed to indemnify FIAC to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share by the claims of prospective target businesses with which FIAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to FIAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account, and shall not apply to any claims under FIAC’s indemnity of the underwriter in the FIAC IPO against certain liabilities;

certain of FIAC's directors, officers and

affiliates have purchased $300,000 of Convertible Bridge Notes, which are convertible into Company Shares at a 25% discount to DevvStream's 20-day volume weighted average price, subject to a floor of $2.00 per share, which shares will be converted into New PubCo Common Shares upon the consummation of the Business Combination;

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the Sponsor has extended the Sponsor Working Capital Loans to FIAC in order to provide FIAC with additional working capital, which such amounts may not be repaid if FIAC does not complete an initial business combination; and

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the Sponsor (including its representatives and affiliates) and FIAC’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to FIAC. The Sponsor and FIAC’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to FIAC completing its initial business combination. FIAC’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to FIAC, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in FIAC’s favor and such potential business opportunities may be presented to other entities prior to their presentation to FIAC, subject to applicable fiduciary duties. The FIAC Charter provides that to the extent allowed by law, the doctrine of corporate opportunity shall not apply with respect to FIAC or any of its officers or directors, and FIAC renounces any expectancy that any of the directors or officers of FIAC will offer any such corporate opportunity of which he or she may become aware to FIAC, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of FIAC only with respect to a corporate opportunity that was 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 FIAC and such opportunity is one FIAC is legally and contractually permitted to undertake and would otherwise be reasonable for FIAC to pursue. FIAC, however, does not believe that the waiver of the application of the “corporate opportunity” doctrine in the FIAC Charter had any impact on its search for a potential business combination.

Voting Your Shares

Each share of Class A Common Stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your FIAC Common Stock at the FIAC Stockholders Meeting:

1.	Vote by Internet.

Before the meeting: Go to https://www.cstproxy.com/focus-impact/~~sm2023.~~2024. Use the Internet to transmit your voting instructions and for electronic delivery information up until 11:59 p.m., Eastern Time, the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

During the meeting: Go to https://www.cstproxy.com/focus-impact/~~sm2023.~~2024. You will be able to attend the FIAC Stockholders Meeting online, vote your shares electronically until voting is closed and submit your questions during the FIAC Stockholders Meeting.

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2.	Vote by mail. Mark, date, sign and mail promptly the enclosed proxy card (a postage-paid envelope is provided for mailing in the United States).

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way FIAC can be sure that the broker, bank or nominee has not already voted your shares.

Beneficial stockholders who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to . Beneficial stockholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the virtual meeting. After contacting FIAC’s transfer agent, a beneficial holder will receive an email prior to the FIAC Stockholders Meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact FIAC’s transfer agent at least five business days prior to the meeting date.

Stockholders will also have the option to listen to the FIAC Stockholders Meeting by telephone by calling:

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

The passcode for telephone access: 5620828#. You will not be able to vote or submit questions unless you register for and log in to the FIAC Stockholders Meeting webcast as described herein.

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Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

you may send another proxy card with a later date;

you may notify FIAC’s Chief Executive Officer in writing before the FIAC Stockholders Meeting that you have revoked your proxy; or

you may attend the FIAC Stockholders Meeting, revoke your proxy, and vote in person as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your FIAC Common Stock, you may call Morrow Sodali, FIAC’s proxy solicitor, at (800) 662-5200 or by emailing FIAC.info@investor.morrowsodali.com.

No Additional Matters May Be Presented at the FIAC Stockholders Meeting

The FIAC Stockholders Meeting has been called only to consider the approval of the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal and the Adjournment Proposal. Under the FIAC Charter, other than procedural matters incident to the conduct of the FIAC Stockholders Meeting, no other matters may be considered at the FIAC Stockholders Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the FIAC Stockholders Meeting.

Redemption Rights

Pursuant to the FIAC Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable, calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Continuance, will cease to be outstanding and will represent only the right to receive a pro rata share of the

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aggregate amount on deposit in the Trust Account which holds the remaining proceeds of the FIAC IPO (calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to it to pay FIAC’s taxes). For illustrative purposes, based on funds in the Trust Account of $ on the Record Date, the estimated per share redemption price was approximately $ . A FIAC public stockholder, together with any of their affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d)(3) of Exchange Act) will be restricted from redeeming in the aggregate their shares or, if part of such a group, the group’s shares, with respect to more than 15% of the shares of FIAC Common Stock included in the FIAC Units without the prior consent of FIAC.

In order to exercise your redemption rights, you must:

prior to 5:00 p.m., Eastern Time, on (two business days before the FIAC Stockholders Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, FIAC’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

Attn: Mark Zimkind

Email: spacredemptions@continentalstock.com

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in your request to Continental Stock Transfer & Trust Company for redemption, you must also affirmatively certify if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder with respect to shares of FIAC Common Stock; and

deliver your Public Shares either physically or electronically through DTC to FIAC’s transfer agent at least two business days before the FIAC Stockholders Meeting. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is FIAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, FIAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with FIAC’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to FIAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that FIAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting FIAC’s transfer agent at the phone number or address listed above.

Prior to exercising redemption rights, stockholders should verify the market price of FIAC Common Stock as they may receive higher proceeds from the sale of their FIAC Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your FIAC Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in FIAC Common Stock when you wish to sell your shares.

If you exercise your redemption rights, your FIAC Common Stock will cease to be outstanding immediately prior to the Continuance and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Combined Company, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

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If the Business Combination is not consummated and FIAC otherwise does not consummate an initial business combination by ~~May~~November 1, 2024, FIAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the FIAC public stockholders and the FIAC Warrants will expire worthless.

Appraisal Rights

FIAC stockholders do not have appraisal rights in connection with the Business Combination or the other proposals.

Proxy Solicitation

FIAC is soliciting proxies on behalf of the FIAC Board. This solicitation is being made by mail but also may be made by telephone or in person. FIAC and its directors, officers and employees may also solicit proxies in person. FIAC will file with the SEC all scripts and other electronic communications as proxy soliciting materials. FIAC will bear the cost of the solicitation.

FIAC has hired Morrow Sodali to assist in the proxy solicitation process. FIAC will pay that firm its customary fee plus disbursements.

FIAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. FIAC will reimburse them for their reasonable expenses.

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THE BUSINESS COMBINATION PROPOSAL (PROPOSAL 1)

General

Holders of FIAC Common Stock are being asked to approve and adopt the Business Combination and the Business Combination. FIAC stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached asAnnex A to this proxy statement/prospectus. Please see the section titled “— The Business Combination Agreement” below, for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Because FIAC is holding a stockholder vote on the Business Combination, FIAC may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the FIAC Common Stock by the stockholders represented in person or by proxy and entitled to vote thereon at the FIAC Stockholders Meeting.

The Business Combination Agreement

The subsections that follow this subsection describe the material provisions of the Business Combination Agreement, but do not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached asAnnex A hereto, which is incorporated herein by reference. Stockholders and other interested parties are urged to read the Business Combination Agreement carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates, which may be updated prior to the Closing. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the disclosure schedules attached thereto which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The disclosure schedules do not disclose any information material to an investment decision that is not already disclosed elsewhere in this proxy statement/prospectus.

General Description of the Business Combination Agreement

On September 12, 2023, FIAC entered into a Business Combination Agreement, by and among FIAC, Amalco Sub and DevvStream. Pursuant to the Business Combination Agreement, among other things:

(A)	prior to the Effective Time, FIAC will effect the SPAC Continuance and change its name to DevvStream Corp.

(B)

following the SPAC Continuance, and in accordance with the applicable provisions of the Plan of Arrangement and the BCBCA, Amalco Sub and DevvStream will amalgamate to form Amalco, and as a result of the Amalgamation, (i) each Company Share issued and outstanding immediately prior to the Effective Time will be automatically exchanged for that certain number of New PubCo Common Shares equal to the applicable Per Common Share Amalgamation Consideration, (ii) each Company Option and Company RSU issued and outstanding immediately prior to the Effective Time will be cancelled and converted into Converted Options and Converted RSUs, respectively, in an amount equal to the Company Shares underlying such Company Option or Company RSU, respectively, multiplied by the Common Conversion Ratio (and, for Company Options, at an adjusted exercise price equal to the exercise price for such Company Option prior to the Effective Time divided by the Common Conversion Ratio), (iii) each Company Warrant issued and outstanding immediately prior to the Effective Time shall become exercisable for New PubCo Common Shares in an amount equal to the Company Shares underlying such Company Warrant multiplied by the Common Conversion Ratio (and

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at an adjusted exercise price equal to the exercise price for such Company Warrant prior to the Effective Time divided by the Common Conversion Ratio), (iv) each holder of ~~Company~~ Convertible Bridge 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 Bridge Notes, (v) Amalco will be the resulting entity in the Amalgamation and (vi) 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.

Consideration

The aggregate consideration to be paid to DevvStream Shareholders 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 ~~Options~~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 Company Options and Company Warrants immediately prior to the Effective Time (or exercised in cash prior to the Effective Time) divided by (b) $10.20.

Closing

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 12, 2024.

Representations and Warranties

Under the Business Combination Agreement, DevvStream made customary representations and warranties about it and its subsidiaries relating to: organization; authority; enforceability; governmental approvals; non-contravention; capitalization; financial statements; absence of certain developments; compliance with laws and carbon standards; company permits and registry accounts; carbon credits; litigation; contracts; intellectual property; tax matters; real property; personal property; title to and sufficiency of assets; information supplied for this proxy statement; brokerage; labor matters; employee benefit plans; insurance; books and records; certain business practices; environmental matters; affiliate transactions; the Investment Company Act of 1940; data protection; independent investigation; filings with the Canadian Securities regulator; the HSR Act; and the fairness opinion to be received by DevvStream from Evans & Evans, Inc.

Under the Business Combination Agreement, FIAC and Amalco Sub made customary representations and warranties relating to: organization; authority; enforceability; governmental approvals; non-contravention; capitalization; FIAC’s SEC documents, financial statements and controls; absence of certain changes; compliance with laws; actions, orders and permits; tax matters; employee matters and benefit plans; properties; contracts; affiliate transactions; the Investment Company Act of 1940; FIAC’s status as an Emerging Growth Company; brokerage; FIAC’s Trust Account; the HC Opinion, ownership of the Amalgamation Consideration (as defined in the Business Combination Agreement) and independent investigation.

Covenants of the Parties

Each party to the Business Combination Agreement has agreed to use its reasonable best efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the Interim period, including, but not limited to covenants regarding (i) the provision of access to their offices, properties, books and records, (ii) the operation of their respective businesses in the ordinary course of business, (iii) the provision of financial statements by DevvStream, (iv) filing by FIAC of its reports with the SEC, and efforts regarding Nasdaq listing requirements, (v) no solicitation of other competing transactions, (vi) no trading in securities of DevvStream or FIAC using material non-public information of DevvStream or FIAC by FIAC or DevvStream, respectively (other than to engage in the Arrangement and the Amalgamation in accordance with the Business Combination Agreement), (vii) notifications of certain breaches, consent requirements or other matters, (viii) efforts to obtain third party and regulatory approvals and comply with all government authority requirements, (ix) tax matters and transfer taxes, (x) further assurances to cooperate in order to consummate the Proposed Transactions, including with respect to the applications for the Interim Order and the Final Order and any materials to be delivered by DevvStream to its shareholders in connection with the Business Combination, (xi) a requirement for DevvStream to promptly hold its shareholder meeting and submit

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the Company Shareholder Approval Matters (as defined in the Business Combination Agreement) and the Proposed Transactions to the vote of its shareholders, (xii) public announcements, (xiii) confidentiality, (xiv) the New PubCo Board and executive officers of New PubCo, (xv) termination of all related party transactions, (xvi) additional financing commitments FIAC may seek to obtain and (xvii) the entry by FIAC, Sponsor and the Legacy DevvStream Holders into the Registration Rights Agreement. There are also certain customary post-Closing covenants regarding (i) indemnification of directors and officers and related insurance and (ii) use of Trust Account proceeds.

FIAC agreed, as promptly as practicable after the date of the Business Combination Agreement, to prepare, with reasonable assistance from DevvStream, and file with the SEC this registration statement on Form S-4 (the “Registration Statement”), including a proxy statement/prospectus in connection with the registration under the Securities Act of (i) the New PubCo Common Shares to be issued as the Common Amalgamation Consideration, (ii) the Convertible Note Shares (as defined in the Business Combination Agreement) to be issued in respect of the Company Shares issued pursuant to the conversion of the ~~Company~~ Convertible Bridge Notes and (iii) the replacement New PubCo securities to be issued in connection with the SPAC Continuance. This Registration Statement is to contain statement proxy statement/prospectus for the purpose of soliciting proxies from FIAC stockholders to approve the Business Combination Proposal and the other SPAC Shareholder Approval Matters (as defined in the Business Combination Agreement) at the FIAC Stockholders Meeting and provide FIAC stockholders an opportunity in accordance with FIAC’s organizational documents to have their Class A Common Stock redeemed.

As promptly as practicable after the Registration Statement has become effective, DevvStream will call a meeting of its securityholders or otherwise solicit written consents in order to obtain the Required Company Shareholder Approval (as defined in the Business Combination Agreement), and DevvStream shall use its reasonable best efforts to solicit from the DevvStream securityholders proxies in favor of the Arrangement Resolution (as defined in the Business Combination Agreement) and against any resolution submitted by any person that is inconsistent with the Arrangement Resolution and the consummation of any of the Proposed Transactions.

Pursuant to the Business Combination Agreement, FIAC and DevvStream agreed to take all necessary action, including causing the directors of FIAC to resign, so that effective as of the Closing, (i) the New PubCo Board will consist of up to nine (9) individuals, five of whom shall be designated by DevvStream and reasonably acceptable to FIAC, two of whom shall be designated by FIAC and reasonably acceptable to DevvStream and up to two of whom shall be independent directors in accordance with Nasdaq requirements and SEC guidelines and mutually designated by DevvStream and FIAC and (ii) the New PubCo Board will be elected in accordance with the New PubCo Organizational Documents, Nasdaq rules and National Instrument 52-110 for audit committee purposes. At or prior to the Closing, New PubCo will provide each member of the New PubCo Board with a customary director indemnification agreement. Prior to the Closing, New PubCo will enter into employment agreements with each Key Employee (as defined in the Business Combination Agreement), each in a form mutually and reasonably agreed upon by DevvStream and FIAC and to be effective as of the Closing.

Survival and Indemnification

The representations, warranties, agreements and covenants in the Business Combination Agreement, including any rights arising out of any breach of such representations, warranties, agreements or covenants, will not survive the Closing, except for agreements or covenants which by their terms contemplate performance after the Closing, which will survive until fully performed by the applicable party in accordance with the terms of any such agreement or covenant. Notwithstanding anything to the contrary contained in the foregoing, none of the provisions set forth in the Business Combination Agreement will be deemed a waiver by any party thereto of any right or remedy which such party may have at law or in equity in the case of Fraud (as defined in the Business Combination Agreement).

Current and former directors and officers of DevvStream, FIAC and Amalco Sub will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Business Combination Agreement. The New PubCo Organizational Documents (as defined in the Business Combination Agreement), which will be effective upon the consummation of the Proposed Transactions, indemnify any current or former director or officer of New PubCo, any individual who acts or acted at New PubCo’s request as a director or officer, or in a similar capacity, of another entity and their respective heirs and legal representatives to the fullest extent permitted under the ABCA.

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Conditions to the Closing

General Conditions

The obligation of the parties to consummate the Proposed Transactions is conditioned on, among other things, the satisfaction or waiver (where permissible) by FIAC and DevvStream of the following conditions: (a) the stockholders of FIAC have approved and adopted the SPAC Shareholder Approval Matters; (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) the shareholders of DevvStream have approved and adopted the Arrangement Resolution in accordance with the Interim Order; (g) the Interim Order and the Final Order (as such terms are defined in the Business Combination Agreement) have been obtained on terms consistent with the Business Combination Agreement; and (h) the SPAC 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) of 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) 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 of the Business Combination Agreement 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).

There has been no event that is continuing that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

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

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DevvStream shall have delivered counterparts of the Registration Rights Agreement executed by each Company Securityholder.

The Core Company Securityholders shall be party to the Company Support Agreements.

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

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 and (iii) the representations and warranties of FIAC and Amalco Sub, respectively, contained in Section 3.5 and Section 4.5 of the Business Combination Agreement 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).

FIAC shall have delivered to DevvStream, dated the Closing Date, signed by the Secretary of FIAC certifying that true, complete and correct copies of the FIAC organizational documents (after giving effect to the SPAC Continuance), as in effect on the Closing Date, and as to the resolutions of the FIAC Board 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.

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Termination

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 the Company Meeting (as defined in the Business Combination Agreement), (ii) if the required approvals are not obtained at the SPAC Special Meeting, (iii) ~~laws~~a law or ~~orders prohibit~~order prohibits or ~~enjoin~~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, FIAC shall be entitled to one sixty (60)-day extension upon notice to DevvStream) (provided, however, that the right to terminate the Business Combination Agreement under the clause described in this clause will not be available to a party if the inability to satisfy such conditions was due to the failure of such party to perform any of its obligations under the Business Combination Agreement).

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

Waiver

DevvStream agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account held for FIAC stockholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

Fees and Expenses

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

If the Proposed Transactions are consummated, New PubCo will bear Expenses of the parties, including the SPAC Specified Expenses all deferred expenses, including any legal fees of the FIAC IPO due upon consummation of a Business Combination, (as defined in the Business Combination Agreement) and any Excise Tax Liability. The Excise Tax Liability was incurred in connection with a meeting of the stockholders of FIAC to extend the date upon which a business combination could occur, where upon holders of 17,297,209 shares of Class A Common Stock properly exercised their right to redeem their shares. This resulted in an excise tax liability in the amount of $1,798,606 as of September 30, 2023. ~~Should FIAC liquidate prior to December 31, 2023, the Excise Tax Liability will not be due.~~

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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 (as defined in the Business Combination Agreement) not being obtained or (b) DevvStream terminates the Business Combination Agreement due to a change in recommendation, or the approval, or authorization by the DevvStream Board entering into a Superior Proposal or (c) FIAC terminates the Business Combination Agreement due to a breach of any representation or warranty by DevvStream, 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).

Trust Account Waiver

DevvStream agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

Governing Law and Dispute Resolution

The Business Combination Agreement is governed by, and construed in and interpreted in accordance with the Laws of the State of Delaware, and the parties are subject to the non-exclusive jurisdiction of the courts of the State of Delaware, and each party waived its rights to a jury trial in connection therewith.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement (collectively, the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies of each of which are attached hereto, as noted below. Stockholders and other interested parties are urged to read such Related Agreements in their entirety.

Sponsor Side Letter

In connection with signing the Business Combination Agreement, FIAC and the Sponsor entered into the Sponsor Side Letter, pursuant to which the Sponsor agreed to forfeit (i) 10% of its Class B Common Stock effective as of the consummation of the SPAC Continuance at the Closing of the Proposed Transactions and (ii) with the Sponsor’s consent, up to 30% of its Class B Common Stock and/or 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 FIAC 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 Common Stock 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.

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The foregoing description of the Sponsor Side Letter is qualified in its entirety by reference to the full text of the Sponsor Side Letter, the form of which is attached hereto as Annex I.

Company Support and 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.

The foregoing description of the Company Support Agreements is qualified in its entirety by reference to the full text of the Company Support Agreements, the form of which is attached hereto as Annex E.

Registration Rights Agreement

At the Closing, it is anticipated that FIAC, the Sponsor, and the Legacy DevvStream Holders will enter into 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. Specifically, within 60 days after the Closing, New PubCo is required to file a registration statement to register the resale of (i) New PubCo Common Shares that will be issued to Sponsor in exchange for its FIAC Common Stock, (ii) Converted Private Placement Warrants, (iii) New PubCo Common Shares underlying the Converted Private Placement Warrants, (iv) New PubCo Common Shares that will be issued to the Legacy DevvStream Holders in exchange for their Company Shares, (v) Converted Warrants, (vi) New PubCo Common Shares underlying the Converted Warrants and (vii) any New PubCo Common Shares, Converted Warrants or Converted Private Placement Warrants otherwise acquired or owned by Sponsor or any Legacy DevvStream Holder following the Closing, to the extent such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an affiliate (as defined in Rule 144) of New PubCo. Because the Sponsor and the Legacy DevvStream holders acquired their New PubCo Common Shares at an effective price that is less than FIAC’s IPO price of $10.00 per FIAC Unit, such persons may have an incentive to sell such securities even if the trading price of New PubCo Common Shares is less than $10.00 per share following the Closing. Therefore, upon the effectiveness of the aforementioned registration statement and the expiration of any applicable lock-up restrictions, the market price of New PubCo Common Shares may experience negative selling pressure from potential sales by the Sponsor and the Legacy DevvStream Holders. The Registration Rights Agreement will also provide the Sponsor and the Legacy DevvStream Holders with demand and “piggy-back” registration rights, subject to certain requirements and customary conditions. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, the form of which is attached hereto as Annex D.

Interests of FIAC’s Directors and Officers in the Business Combination

When you consider the recommendation of FIAC Board in favor of approval of the Proposals, you should keep in mind that FIAC directors and officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things:

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the Sponsor and directors and officers of FIAC paid an aggregate of $25,000 (or approximately $0.003 per share) for their shares of Class B Common Stock and $11,200,000 (or $1.00 per warrant) for the Private Placement Warrants and such securities will have a significantly higher value at the time of the Business Combination. Such shares had an aggregate market value of approximately $ million based upon the closing price of the Class A Common Stock of $ per share on Nasdaq on . As a result of the nominal price of $0.003 per share of Class B Common Stock paid by the Sponsor and the directors and officers of FIAC compared to the recent market price of the Class A Common Stock, the Sponsor and its affiliates are likely to earn a positive rate of return on their investments in the Class B Common Stock even if the holders of Class A Common Stock experience a negative rate of return on their investments in the Class A Common Stock;

the Sponsor and directors and officers of FIAC have agreed not to redeem any Class A Common Stock they hold in connection with a stockholder vote to approve a proposed initial business combination;

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if FIAC does not complete an initial business combination by ~~May~~November 1, 2024, a portion of the proceeds from the sale of the Private Placement Warrants and Class B Common Stock will be included in the liquidating distribution to FIAC’s public stockholders. In such event, the ~~5,750,000~~750,000 Founder Shares and 11,200,000 shares of Class A Common Stock underlying the Private Placement Warrants, all of which are held by the Sponsor, directors and officers, would be worthless because they are not entitled to participate in any redemption or distribution with respect to such shares. Such shares ~~and units~~ had an aggregate market value of $ as of , based on the closing price per share of Class A Common Stock ~~as of~~ of $ per share ~~and the closing price of the FIAC Units of $ per unit~~ on Nasdaq on . Additionally, the Private Placement Warrants will expire worthless if the Trust Account is liquidated, including in the event FIAC is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify FIAC to ensure that the proceeds in the Trust Account are not reduced below $10.20 per share of Class A Common Stock by the claims of prospective target businesses with which FIAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to FIAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account, and shall not apply to any claims under FIAC’s indemnity of the underwriter in the FIAC IPO against certain liabilities;

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may be appropriate for presentation to FIAC, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in FIAC’s favor and such potential business opportunities may be presented to other entities prior to their presentation to FIAC, subject to applicable fiduciary duties. The FIAC Charter provides that FIAC renounces its interest in any corporate 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 FIAC and such opportunity is one FIAC is permitted to complete on a reasonable basis, and to the extent the director or officer is permitted to refer that opportunity to FIAC without violating another legal obligation. FIAC, however, does not believe that the waiver of the application of the “corporate opportunity” doctrine in the FIAC Charter had any impact on its search for a potential business combination.

Interests of DevvStream’s Directors and Officers in the Business Combination

When DevvStream Shareholders and other interested persons consider the recommendation of the DevvStream Board in favor of approval of the Business Combination, such persons should keep in mind that the directors and officers of DevvStream may have interests in the Business Combination and other Proposals that may be different from, or in addition to, those of DevvStream Shareholders generally. These interests include, among other things:

Sunny Trinh, Chris Merkel, David Goertz and Bryan Went are expected to serve as executive officers of the Combined Company after consummation of the Business Combination;

,Michael Max Bühler, Stephen Kukucha, Jamila Piracci, Ray Quintana and Tom Anderson, who currently serve on the DevvStream Board, may serve as directors of the Combined Company after consummation of the Business Combination, and DevvStream may nominate one or more of its existing directors to serve on the board of the Combined Company after consummation of the Business Combination; and

upon consummation of the Business Combination, and subject to approval of the Incentive Plan Proposal, DevvStream’s executive officers are expected to receive grants of stock options and restricted stock units under the Equity Incentive Plan from time to time as determined by the Compensation Committee. In addition, the outstanding DevvStream Options granted to DevvStream’s executive officers and directors under DevvStream’s stock option plan prior to Closing will be assumed and converted to options under the Equity Incentive Plan effective as of the Closing.

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Ownership of New PubCo after the Business Combination

It is anticipated that, upon the completion of the Business Combination, FIAC’s public stockholders will retain an ownership interest of approximately ~~24.9%~~9.1% of the outstanding capital shares of the Combined Company, the Sponsor will retain an ownership interest of approximately ~~22.6%~~27.3% of the outstanding capital shares of the Combined Company and the DevvStream securityholders will own approximately ~~52.4%~~63.5% of the outstanding capital shares of the Combined Company. The foregoing ownership percentages with respect to the Combined Company following the Business Combination exclude any outstanding Warrants and assume that (i) there are no redemptions of any shares by FIAC’s public stockholders in connection with the Business Combination and (ii) no awards are issued under the Equity Incentive Plan. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by FIAC’s existing stockholders in the Combined Company will be different. Because the level of stockholder redemptions will not be known until the FIAC Stockholders Meeting, holders of Class A Common Stock will not know at the time of the vote the percentage of the Combined Company’s outstanding capital stock that they will hold.

Certificate of Incorporation; Bylaws

Pursuant to the Business Combination Agreement, upon the SPAC Continuance, the FIAC Charter will be replaced by the New PubCo Governing Documents, subject to, among other matters, the approval of the SPAC Continuance Proposal by FIAC stockholders. See “The SPAC Continuance Proposal (Proposal 2).”

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Name and Headquarters of the Combined Company

The name of the Combined Company will be DevvStream Corp. and its principal executive offices will be located in Vancouver, British Columbia.

Background of the Business Combination

FIAC is a blank check company which was incorporated on February 23, 2021 in Delaware and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The terms of the Business Combination Agreement and the related ancillary documents are the result of arm’s-length negotiations between FIAC, DevvStream and their respective representatives and advisors. The following is a brief description of the background of such negotiations and summarizes the key meetings and events that led to the signing of the Business Combination Agreement. The following chronology does not purport to catalogue every conversation or communication among the parties to the Business Combination Agreement or their representatives.

On March 15, 2021, prior to FIAC’s Initial Public Offering, Sponsor subscribed for an aggregate of 7,187,500 shares of Class B Common Stock for an aggregate purchase price of $25,000, or approximately $0.003 per share. Prior to such investment by Sponsor, FIAC had no assets, tangible or intangible. On October 6, 2021, Sponsor surrendered 1,437,500 shares of Class B Common Stock for no consideration, resulting in Sponsor holding 5,750,000 shares of Class B Common Stock. On December 21, 2023, Sponsor converted 5,000,000 shares of Class B Common Stock into Class A Common Stock pursuant to the FIAC Charter, resulting in Sponsor holding 750,000 shares of Class B Common Stock.

On November 1, 2021, FIAC consummated its Initial Public Offering of 23,000,000 FIAC Units at a price of $10.00 per unit generating gross proceeds of $230,000,000 (before underwriting discounts and commissions and offering expenses). FIAC also granted underwriters an option to purchase an additional 3,000,000 FIAC Units at the Initial Public Offering price to cover over-allotments, which was fully exercised by the underwriters. Each unit consists of one share of FIAC Class A Common Stock and one-half of one redeemable FIAC Warrant. Each FIAC Warrant entitles the holder thereof to purchase one share of FIAC Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments.

Simultaneously with the consummation of its Initial Public Offering, FIAC consummated the Private Placement of 11,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, issued to Sponsor, generating gross proceeds of $11,200,000. Each Private Placement Warrant entitles the holder thereof to purchase one share of FIAC Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The purchase price of the Private Placement Warrants was added to the net proceeds of the FIAC IPO such that the Trust Account held $234,600,000 of net proceeds at the close of the Initial Public Offering for the benefit of the FIAC public stockholders.

Prior to the consummation of its Initial Public Offering, neither FIAC, nor anyone on its behalf, selected a target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with a target business.

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After its Initial Public Offering, FIAC commenced an active search for businesses and assets to pursue a business combination. Representatives of FIAC contacted and were contacted by numerous companies, advisors and other persons with respect to potential transactions. FIAC had contact with numerous potential business combination targets and/or their advisors, which, among other considerations, (i) were motivated to fulfill FIAC’s mission and be positioned as, or further developed as, a social-forward company, (ii) were excited about working with FIAC to realize both shareholder and social value, (iii) were positioned to materially benefit from FIAC’s officers’ and directors’ relationships and knowledge of the target’s industry, (iv) had a strong and experienced management team with a clear vision to either maintaining or creating sustainable cash flows, as applicable and (v) were positioned to benefit from the increased ability to access capital that a public listing would provide and the merits of being a social-forward company.

FIAC evaluated numerous potential business combination targets in addition to DevvStream, and engaged in varying levels of discussions, negotiations and due diligence with respect to those targets based on, among other factors, interest from, and due diligence access granted by, such targets and the terms on which such targets were willing to consider a potential transaction with FIAC (including with respect to valuation). FIAC’s due diligence

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efforts with potential business combination targets (which included, in many instances, meetings with the senior management of the companies and their respective advisors) included, among other things, investigation and review of (depending on the target): business plan and financial projections (including assumptions, opportunities and risks underlying such plan and projections); historical and expected financial performance; macroeconomic trends impacting the business and the industry in which it operates; competitive positioning versus comparable companies in the applicable industry; growth opportunities; performance history of the senior management team; the target’s technology; potential impact from trends in the overall economy and industry in which the target operates; regulatory environment and benefits/challenges related to such target engaging in a potential transaction with FIAC and becoming a public company thereafter.

Of the approximately 300 potential business combination targets it had identified, FIAC entered into non-disclosure agreements with over 100 (including DevvStream) that FIAC believed were most suitable for a potential business combination, based on, among other things, its and its advisors’ preliminary due diligence and evaluation and analysis. FIAC engaged in varying levels of discussions, due diligence, evaluation, analysis and negotiations with the potential business combination targets with whom it entered into non-disclosure agreements, based on, among other factors: (i) interest from, and due diligence access granted by, each target; (ii) FIAC’s representatives’ and advisors’ evaluations of which targets could best satisfy FIAC’s key criteria for a business combination target; (iii) the receptivity to, or preparedness of, each target with respect to a business combination; and (iv) the terms on which each target was willing to consider a potential business combination. FIAC’s due diligence, evaluation and analysis involved, among other things, due diligence with respect to, and evaluating and analyzing, each potential business combination target’s business (including its existing and potential product or service offerings), technology, historical and projected future performance (as well as other financial information and growth opportunities), management team (as well as its ability to lead a public company) and competitive positioning. Once such preliminary discussions and diligence were completed, FIAC determined to submit indications of interest with respect to approximately 22 potential business combination targets (including DevvStream) that FIAC believed were most suitable for a potential business combination (the “Initial Business Combination Pool”), based on, among other things, its and its advisors’ preliminary due diligence and evaluation and analysis (including, in some instances, resubmissions of indications of interest following such submissions). ~~However, none~~None of ~~these~~the subsequent negotiations with the Initial Business Combination Pool ultimately resulted in an executed letter of intent, other than with respect to DevvStream and “Company A,” a home appliance provider (as discussed below).

Other that with respect to DevvStream and Company A, FIAC ultimately determined not to proceed with ~~any of its other potential business combination opportunities~~the Initial Business Combination Pool for a variety of reasons, including because (i) the potential counterparty pursued an alternative transaction or strategy, (ii) the potential counterparty did not meet the valuation expectations of FIAC, (iii) based on initial due diligence findings conducted by FIAC’s management, the potential counterparty did not meet the expectations of FIAC in terms of business quality, growth opportunities or otherwise or (iv) FIAC concluded that the opportunity was not as well suited for FIAC (including as compared to DevvStream’s business combination opportunity once FIAC was made aware of such opportunity). Specifically, of the 21 members of the Initial Business Combination Pool (excluding DevvStream), 47% elected not to proceed with a SPAC transaction, 43% were eliminated from FIAC’s screening process in light of on diligence findings and / or value considerations, and 10% were lost in competitive processes.

On January 17, 2023, DevvStream Common Shares commenced trading on the NEO Exchange. In late January 2023, DevvStream management evaluated DevvStream’s capital needs and explored further financing options, including PIPE investments and debt instruments. During this time, DevvStream management spoke to

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and met with approximately 100 potential investors, including banks, high-net worth individuals, family investment offices and various investment funds. Like a majority of DevvStream’s then-current investors, most of these potential investors were located in Canada. Prior to going public, DevvStream engaged Raymond James Financial (“Raymond James”) and Canadian Imperial Bank of Commerce (“CIBC”) on November 30, 2022 to co-lead a $20,000,000 financing effort, with Jett Capital also participating in the syndicate.

However, by early February 2023, the capital market for carbon credit companies in Canada was declining due, in large part, to underperformance by other carbon companies on the NEO Exchange. This declining carbon market and inadequate short-term capital in the Canadian markets coupled with the lack of publicly-traded carbon companies in the U.S. and an increasing interest in ESG companies in the U.S. led DevvStream management to explore a potential business combination with U.S. special purpose acquisition companies.

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During January and February 2023, Sunny Trinh spoke to or met with each of the DevvStream Board members to summarize and discuss efforts by DevvStream management to finance DevvStream’s capital needs. Following these discussions, in February 2023, the DevvStream Board and management team decided to engage Jett Capital as lead advisor to assist with a SPAC transaction given their prior experience with such transactions. Jett Capital introduced DevvStream to four special purpose acquisition companies, including FIAC.

On February 11, 2023, the FIAC management team was first introduced to Company A following a market overview provided by its financial advisors, Cohen & Company (“Cohen”).

On February 17, 2023, representatives of FIAC and DevvStream and their respective advisors met virtually to discuss DevvStream’s business. On February 21, 2023, FIAC and DevvStream executed a confidentiality agreement under which FIAC and DevvStream agreed to exchange confidential information for purposes of further evaluating and, if each party saw fit, pursuing, negotiating and consummating a potential business combination transaction (the “DevvStream NDA”). Following the execution of the DevvStream NDA, on February 21, 2023 and February 22, 2023, the FIAC management team and Jett Capital met virtually to discuss topics in connection with FIAC’s ongoing business diligence of DevvStream.

On February 23, 2023, DevvStream provided FIAC and its representatives with access to a virtual data room and otherwise began providing business and financial due diligence materials to FIAC and its representatives in connection with FIAC’s evaluation of a potential business combination transaction.

On February 27, 2023, members of management of FIAC and DevvStream and their respective advisors met virtually to discuss DevvStream’s business model and outlook and address supplemental business diligence inquiries from FIAC.

Between then and March 11, 2023, members of management of FIAC and DevvStream and their respective advisors held a series of virtual meetings in which they negotiated the financial and other terms of a potential business combination transaction, including DevvStream’s valuation, consideration to be received by DevvStream Shareholders, minimum cash conditions, PIPE funding commitments and New PubCo’s Board composition. The parties also discussed the scope and process for FIAC’s due diligence review of DevvStream in connection with its evaluation of the potential business combination transaction, as well as the overall timeline and process with respect to the potential business combination transaction.

On ~~February 23,~~March 1, 2023, ~~DevvStream provided~~representatives of FIAC and ~~its representatives with access to a virtual data room and otherwise began providing business and financial due diligence materials to FIAC and its representatives~~Company A met in ~~connection with FIAC’s evaluation of a potential business combination transaction.~~person. Throughout March 2023, representatives of FIAC and DevvStream and their respective advisors met virtually and in person to conduct key business and financial diligence including a review of DevvStream’s operations, management, contracts, partnerships, financial models and projections and competitors in the carbon ~~market.~~

~~Following entry into a letter of intent with Company A in late April~~market, and discuss valuation considerations. On March 7, 2023, the FIAC management team ~~worked closely with Company A’s advisors, Cohen & Company (“Cohen~~”) and ~~Kirkland & Ellis LLP (“Kirkland”) to seek financing in support of~~Jett Capital held a ~~potential business combination (the “Company A Business Combination~~”). In connection with seeking such financing, Company A had discussions with a number of potential debt and equity investors and agreed to establish a process to share confidential and material non-public information related to the Company A Business Combination, including a management presentation, with potential investors in support of the Company A Business Combination. Company A and its advisers conducted numerous introductory calls, management presentations and follow-up calls with investors regarding the potential business combination. Additionally, Company A entered into non-disclosure agreements with select investors and provided such investors access to a data room containing additional information regarding the Company A Business Combination. Company A received several indications of interest from investors regarding the provision of financing for the Company A Business Combination.

On May 9, 2023, the FIAC Board met via video conference to discuss updates to FIAC’s business combination process and was briefed on FIAC’s intention to pursue a business combination with both DevvStream and Company A. Ultimately, Company A determined not to proceed with the Company A Business Combination.

~~On May 7, 2023, the DevvStream Board met via video conference~~virtual meeting to discuss DevvStream’s capital needs and updates with respect to efforts by DevvStream management to secure necessary financing. During this meeting, Mr. Trinh summarized preliminary discussions between DevvStream management and four SPACs, including continuing interest from two such SPACs (including FIAC). The DevvStream Board also discussed

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alternatives in the event DevvStream were unable to consummate such a business combination, including listing DevvStream’s capital stock on additional exchanges. Following this discussion, the DevvStream Board concluded that DevvStream management should continue to pursue a potential transaction with FIAC.valuation.

On March 12, 2023, FIAC provided DevvStream an initial non-binding letter of intent with respect to a potential business combination transaction (the “Letter of Intent”). This initial version of the Letter of Intent included a $150,000,000 to $200,000,000 enterprise value of DevvStream, with up to 20% to 30% of consideration issuable to DevvStream Shareholders subject to vesting based on the volume weighted average price (“VWAP”) of the New PubCo Common Shares. Further, this version of the Letter of Intent included (i) customary lock-up restrictions and registration rights for Sponsor, (ii) forfeiture by Sponsor of 10% of its Founder Shares and Private Placement Warrants in connection with the business combination transaction, and (iii) rights for FIAC to designate two individuals to the initial New PubCo Board.

On March 14, 2023, March 15, 2023, and March ~~15,~~22, 2023, FIAC, DevvStream and their respective representatives met in person to discuss the Letter of Intent, the mechanics of the business combination transaction and DevvStream’s business model and operations, and followed such discussions with numerous meetings via video conference. Following these discussions, on March 19, 2023, DevvStream provided FIAC with a revised version of the Letter of Intent, which provided (i) full acceleration of unvested consideration following a change of control of New PubCo, (ii) a minimum cash condition and PIPE commitment (in each case, in amounts to be determined), (iii) a cap on expenses incurred by FIAC in connection with the business combination transaction (in an amount to be determined), and (iv) seven designees for the initial New PubCo Board, with five directors (including the Chairperson) to be designated by DevvStream and two directors to be designated by FIAC.

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During the two weeks following delivery of the revised Letter of Intent, FIAC, DevvStream and their respective advisors and representatives continued discussions regarding the Letter of Intent, the capital requirements for the post-combination company, and financing efforts in connection with a potential business combination and agreed to key parameters of a potential business combination, including (i) a $175,000,000 enterprise value of DevvStream, with 20% of consideration issuable to DevvStream Shareholders subject to vesting terms based on the VWAP of the New PubCo Common Shares (without acceleration upon a change of control) and (ii) no minimum cash consideration or PIPE commitment. Following these discussions, on April 8, 2023, FIAC provided DevvStream with a revised version of the Letter of Intent, including the agreed-upon parameters and forfeiture by Sponsor of up to 30% of its Founder Shares and Private Placement Warrants in connection with securing third-party financing support or non-redemption agreements from FIAC public stockholders. Between April 11, 2023 and April 27, 2023, FIAC, DevvStream and representatives of Jett Capital and Three Peaks Capital (who provided DevvStream assistance and counsel throughout its engagement with FIAC alongside Jett Capital) met on multiple occasions via video conference to discuss the revised Letter of Intent, the capital raise process, carbon pricing and DevvStream’s financial model.

On April 19, 2023, the FIAC management team met in person with the Company A management team and its owners. Following entry into a letter of intent with Company A in late April 2023, the FIAC management team worked closely with Cohen and Kirkland & Ellis LLP (“Kirkland”) to seek financing in support of a potential business combination with Company A (the “Company A Business Combination”).

On May 2, 2023, the DevvStream Board met via video conference to discuss DevvStream’s capital needs and various financing options and provide an update with respect to the potential business combination with FIAC. During this meeting, Mr. Anderson and Mr. Trinh explained the terms of the Letter of Intent to the DevvStream Board and discussed with the DevvStream Board a potential PIPE financing to occur concurrent with the potential business ~~combination.~~combination with FIAC. Following such discussion, the DevvStream Board approved DevvStream’s entry into the Letter of Intent. Between May 3, 2023 and May 7, 2023, Mr. Anderson, Mr. Trinh and the rest of the directors communicated regularly via e-mail to address and discuss remaining open issues in the Letter of Intent.

On May 7, 2023, the DevvStream Board met via video conference to discuss DevvStream’s capital needs and updates with respect to efforts by DevvStream management to secure necessary financing. During this meeting, Mr. Trinh summarized preliminary discussions between DevvStream management and four SPACs, including continuing interest from two such SPACs (including FIAC). The DevvStream Board also discussed alternatives in the event DevvStream were unable to consummate such a business combination, including listing DevvStream’s capital stock on additional exchanges. Following this discussion, the DevvStream Board concluded that DevvStream management should continue to pursue a potential transaction with FIAC.

On May 8, 2023, FIAC and DevvStream executed the Letter of Intent, which reflected, among other things, the following final negotiated terms: (i) a $175,000,000 enterprise value of DevvStream (based on multiple valuation methodologies, including comparable company trading multiples, discounted cash flow analysis and project-by-project analysis), with 20% of consideration issuable to DevvStream Shareholders subject to vesting terms based on the VWAP of the New PubCo Common Shares, (ii) a 360-day lock-up period for trading of New PubCo Common Shares by Sponsor and the directors, officers and certain shareholders of DevvStream, (iii) registration rights provided to Sponsor and the directors, officers and certain shareholders of DevvStream, (iv) customary voting and support agreements to be executed by Sponsor and DevvStream, (v) forfeiture by Sponsor of up to 30% of its Founder Shares and Private Placement Warrants, in connection with securing third-party financing support or non-redemption agreements from FIAC public stockholders and (vi) a binding mutual 30-day exclusivity period.

On May 9, 2023, the FIAC Board met via video conference to discuss updates to FIAC’s business combination process and was briefed on FIAC’s intention to pursue a business combination with both DevvStream and Company A and key terms of such business combination, including transaction structure and consideration.

On May 24, 2023, FIAC, DevvStream and their respective legal counsel and financial advisors met via video conference to discuss the process, timeline and documentation involved with the business combination transaction.

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Between May 24, 2023 and September 12, 2023, FIAC, DevvStream and their respective representatives and advisors held several meetings in person and met on a weekly basis via video conference to discuss due diligence efforts, capital raise strategy and marketing, necessary audits of DevvStream’s financial statements, carbon pricing models and carbon credit buyers, and key terms and conditions of the business combination transaction.

Throughout June 2023, DevvStream met on numerous occasions via video conference with Jett Capital to discuss opportunities to finance its ongoing operations prior to the consummation of the business combination, including equity offerings, convertible notes and various debt options. On June 27, 2023, DevvStream met in person with Jett Capital and Macquarie Capital to discuss potential financing projects and the purchase of carbon credits.

Between early June and July 2023, members of management of FIAC and Company A had virtual meetings on a weekly basis. In connection with seeking financing for the Company A Business Combination, between June and August 2023, Company A had discussions with a number of potential debt and equity investors and agreed to establish a process to share confidential and material non-public information related to the Company A Business Combination, including a management presentation, with potential investors in support of the Company A Business Combination. Company A and its advisers conducted numerous introductory calls, management presentations and follow-up calls with investors regarding the Company A Business Combination. Additionally, Company A entered into non-disclosure agreements with select investors and provided such investors access to a data room containing additional information regarding the Company A Business Combination. Company A received several indications of interest from investors regarding the provision of financing for the Company A Business Combination.

Between June and August 2023, FIAC discussed the structure and valuation of the Business Combination with Kirkland and Cohen on a regular basis.

Between June 1, 2023 and September 12, 2023, Kirkland provided DevvStream with diligence requests for additional information regarding DevvStream’s and its subsidiaries’ business and operations, including with respect to employee benefits, executive compensation, real estate holdings, technology and intellectual property, environmental, health and safety considerations, international trade and national security matters, and corporate matters.

On June 8, 2023, Kirkland organized a diligence call with DevvStream, its management and its legal and financial advisors, during which Kirkland asked DevvStream further detailed diligence questions with respect to DevvStream’s operations and business.

On each of July 5, 2023 and August 15, 2023, the parties agreed to extend the exclusivity period set forth in the Letter of Intent through August 6, 2023 and September 14, 2023, respectively, based on the parties’ continued progress towards execution of definitive transaction documentation.

On July 13, 2023, the DevvStream Board met via video conference to discuss the status of the potential business combination with FIAC. During this meeting, Mr. Trinh provided an update with respect to public announcement of DevvStream’s execution of the Letter of Intent, timing of the Business Combination Agreement and options for financing DevvStream’s operations during the period prior to the consummation of the business combination. The DevvStream Board also discussed the retention of a reputable independent financial advisor to provide an opinion regarding the fairness, from a financial point of view, of the consideration to be paid to DevvStream in connection with a business combination with FIAC. Following discussion, including with respect to the identity of potential independent financial advisors, the DevvStream Board directed DevvStream’s management to have discussions with Evans & Evans, Inc. (“Evans & Evans”) regarding a potential engagement with respect to such opinion. Following these discussions, DevvStream engaged as Evans & Evans as independent financial advisors.

On July 18, 2023, Kirkland distributed the initial draft of the Business Combination Agreement to Morrison & Foerster LLP (“Morrison Foerster”), DevvStream’s U.S. counsel. On July 20, 2023, DevvStream and representatives of Morrison Foerster and DevvStream’s Canadian counsel, McMillan LLP (“McMillan”), met via video conference to discuss comments to the initial draft Business Combination Agreement. On July 24, 2023 and July 31, 2023, Kirkland and Morrison Foerster met via video conference to discuss material key terms in the Business Combination Agreement including each party’s termination rights, payment of termination fees and

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expenses and treatment of DevvStream’s convertible securities in connection with the business combination. Following these discussions, on August 3, 2023, Morrison Foerster delivered a revised draft Business Combination Agreement to Kirkland, which included (i) no-shop obligations applicable to both FIAC and DevvStream, (ii) DevvStream termination rights upon a breach of such obligations by FIAC or the occurrence of certain material adverse effects, (iii) removal of all termination fees, and (iv) an obligation that Sponsor personally satisfy any of FIAC’s transaction-related expenses not otherwise covered by funds left in the Trust Account following the consummation of the business combination.

In conjunction with the negotiation of the Business Combination Agreement, FIAC continued to conduct market and company-specific due diligence with respect to DevvStream. As a result of its continued diligence efforts, the FIAC management team adjusted its internal model to reflect changes in its internal assessments of three key valuation factors: (i) market pricing of carbon credits, (ii) expected delays in DevvStream’s carbon credit generation and (iii) DevvStream’s reduced total carbon credit production, which reduced total EBITDA estimates for calendar year 2024 by approximately 50% from the initial EBITDA projections DevvStream had provided to FIAC. This reduction in DevvStream’s estimated profitability, when combined with adjusted market multiples, reduced DevvStream’s estimated pre-money valuation from $175M to approximately $139M (the “DevvStream Total Estimated Pre-Money Valuation”). In connection with this reduction in the DevvStream Total Estimated Pre-Money Valuation, Sponsor agreed to forfeit 10% of its Founder Shares at the closing of the business combination, thus bringing the DevvStream Total Estimated Pre-Money Valuation to $145M (such updated valuation, the “Adjusted DevvStream Valuation”).

On July 25, 2023, FIAC retained Zukin Certification Services, LLC (“Zukin”) to conduct a review of the basis for the projections of future financial performance provided by DevvStream and the underlying assumptions thereof.

On August 7, 2023, the FIAC management team submitted a presentation on DevvStream and the terms of the Business Combination, including the Adjusted DevvStream Valuation, to the FIAC Board.

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On August 8, 2023, FIAC engaged Houlihan Capital, LLC (“Houlihan”) as its financial advisor to render a written opinion as to whether, as of the date of such opinion, the Business Combination is fair to FIAC stockholders from a financial point of view.

On August 10, 2023, members of the management teams of FIAC and DevvStream met via video conference to discuss deal valuation and key terms and conditions of the business combination. As a result of these discussions, FIAC and DevvStream agreed (i) to remove any vesting consideration and adjust the enterprise value of DevvStream in the transaction to $145,000,000 and (ii) that Sponsor would forfeit 10% of its Founder Shares and Private Placement Warrants in addition to up to 30% shares and warrants earmarked for potential financing and non-redemption arrangements.

On August 12, 2023, Kirkland and Morrison Foerster discussed via telephone the revised draft Business Combination Agreement and remaining unresolved key terms therein, including termination fees, reimbursement of transaction-related expenses and conversion of DevvStream securities issued pursuant to any bridge financing agreements that might be executed by DevvStream prior to the consummation of the business combination. Following this discussion, on August 16, 2023, Kirkland distributed a revised draft Business Combination Agreement to Morrison Foerster, which (i) eliminated DevvStream’s termination rights upon a breach of FIAC’s no-shop obligations or the occurrence of certain material adverse effects and (ii) included various termination fees payable upon certain termination events (including FIAC’s excise tax liability and an additional $1,000,000 fee payable upon a DevvStream termination to accept a superior transaction proposal).

Between August 21, 2023 and September 12, 2023, FIAC, Kirkland and Stikeman Elliott LLP (“Stikeman”), on the one hand, and DevvStream, Morrison Foerster and McMillan, on the other hand, distributed, exchanged and agreed upon numerous drafts of the DevvStream Support and Lock-up Agreement, the Registration Rights Agreement, the Convertible Bridge Note Subscription Agreement (and Form of Convertible Bridge Note), the Sponsor Side Letter, the Support and Lock-up Agreement and the governance documents for the post-combination company (the “Ancillary Agreements”). Over the same period of time, Kirkland, Stikeman, Morrison Foerster and McMillan held numerous conference calls, including biweekly calls, to negotiate certain key terms and conditions of the Ancillary Agreements. For further information related to these agreements, please see “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement — Related Agreements.”

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On August 24, 2023, the DevvStream Board met via video conference to discuss DevvStream’s latest operations and financing efforts and the status of the potential business combination with FIAC. During this meeting, Mr. Trinh presented an update including (i) DevvStream’s stock price, pipeline, staff and customer offerings, (ii) the Business Combination Agreement and (iii) DevvStream’s short-term financing options during the period prior to the consummation of the Business Combination (including the Convertible ~~Note financing)~~Bridge Financing).

On August 25, 2023, FIAC, DevvStream and their respective advisors met via video conference to discuss and resolve the remaining outstanding key terms in the Business Combination Agreement. As a result of these discussions, FIAC and DevvStream agreed that (i) DevvStream would be responsible for FIAC’s excise tax liability if the Business Combination Agreement were terminated pursuant to certain termination rights, (ii) neither party would have a cap on transaction-related expenses, but would be required to schedule payees of such expenses and (iii) forfeiture by Sponsor of FIAC securities in connection with the business combination transaction would be limited to its Founder Shares. Between August 28, 2023 and September 11, 2023, Kirkland and Morrison Foerster exchanged revised drafts of the Business Combination Agreement, which resulted in (a) FIAC expense reimbursement by DevvStream (including SPAC Specified Expenses (as defined in the Business Combination Agreement) incurred in connection with the transactions, including SPAC Extension Expenses and any Excise Tax Liability; provided that, solely with respect to Excise Tax Liability, notice of such termination is provided after December 1, 2023) if (1) FIAC or DevvStream terminate the Business Combination Agreement due to the Required Company Shareholder Approval (as defined in the Business Combination Agreement) not being obtained, (2) DevvStream terminates the Business Combination Agreement due to a Change in Recommendation (as defined in the Business Combination Agreement) by DevvStream’s Board or DevvStream entering into a Superior Proposal or (3) FIAC terminates the Business Combination Agreement due to a breach of any representation or warranty by DevvStream or a Company Material Adverse Effect (as defined in the Business Combination Agreement), (b) the elimination of the additional $1,000,000 fee payable upon a DevvStream termination to accept a superior transaction proposal and (c) the right of FIAC to extend the outside

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date under the Business Combination Agreement by 60 days upon notice to DevvStream if the outside date having been reached (absent such extension) is due to the Registration Statement (as defined in the Business Combination Agreement) not having been declared effective by the SEC.

On August 29, 2023, the FIAC Board met virtually to discuss and evaluate the terms of the potential business combination with DevvStream, with representatives of Kirkland, Zukin and Houlihan in attendance for all or a portion of the meeting. During such meeting, representatives of Kirkland reviewed with members of the FIAC Board (i) their fiduciary duties in connection with the Business Combination, (ii) any conflicts with respect to interests of certain parties in the Business Combination (including Houlihan, the members of the FIAC Board and the Sponsor and its affiliates), (iii) the material terms of the Business Combination Agreement and of the Ancillary Agreements and (iv) the resolutions they would be asked to approve if the FIAC Board determined to approve the Business Combination. As part of this discussion, the FIAC Board did not disclose any potential conflicts of interest of its members. The members of the FIAC Board discussed the terms of the Business Combination Agreement and Ancillary Agreements with Kirkland and the other advisors present. Then, representatives from Zukin provided an overview and updates on its reasonable basis review of the projections of financial performance provided by DevvStream in light of some underlying assumptions. Next, FIAC management and the FIAC Board discussed several matters, including the composition of the post-closing New PubCo Board. Then, representatives from Houlihan provided an overview of the process and methodology for its analysis of whether the Business Combination is fair to FIAC public stockholders from a financial point of view and noted that Houlihan did not have any conflicts of interest as part of its engagement. Following Houlihan’s presentation, the members of the FIAC Board and the representatives present discussed the Business Combination, remaining open items, and the process to approve the Proposed Transactions.

In September 2023, Company A determined not to proceed with the Company A Business Combination and to keep operating as a private entity. FIAC ended its engagement with Company A thereafter.

On September 7, 2023, the DevvStream Board met via video conference to discuss the potential business combination with FIAC and the material terms thereof, with representatives of Morrison Foerster and McMillan in attendance and with Evans & Evans in attendance for a portion of such meeting to discuss the status of its fairness opinion with respect to the proposed business combination. The DevvStream Board discussed key updates regarding the business combination since the occurrence of the July 13, 2023 meeting.

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On September 7, 2023, September 8, 2023 and September 9, 2023, the disinterested members of the DevvStream Board met via video conference to discuss the proposed amendment to that certain Strategic Partnership Agreement between DevvStream and Devvio, DevvStream’s controlling shareholder (the “Partnership Agreement Amendment”). Certain directors of DevvStream holding ownership interests and/or senior management positions in Devvio recused themselves from the DevvStream ~~Board's~~Board’s deliberations on the Partnership Agreement Amendment. Pursuant to the Partnership Agreement Amendment, DevvStream, Devvio and DevvStream’s wholly-owned subsidiary, DevvStream, Inc., clarified the scope of the Strategic Partnership Agreement and DevvStream agreed to pay minimum advances towards certain royalty payments of US$1 million by August 1, 2024, US$1.27 million by August 1, 2025 and US$1.27 million by August 1, 2026, subject to the completion of the Transaction.

Between September 5 and September 12, 2023, each of Zukin, which conducted a review of the underlying assumptions of and basis for the projections of future financial performance prepared by DevvStream, and Kirkland provided FIAC with a due diligence report summarizing its key findings with respect to its due diligence review of DevvStream. These reports were provided to the FIAC Board in advance of the videoconference meeting of the FIAC Board on September 12, 2023 (as further described below).

On September 12, 2023, the DevvStream Board met via video conference to evaluate and act on the proposed final terms of the potential business combination with FIAC, with representatives of Morrison Foerster and McMillan in attendance and with Evans & Evans in attendance for a portion of such meeting to deliver its fairness opinion with respect to the proposed business combination. The DevvStream Board discussed any key updates since the occurrence of the September 7, 2023 meeting, including certain FIAC expense allocation and outside date termination extension provisions. Next, a representative from Evans & Evans rendered Evans & Evans’ oral opinion to the DevvStream Board (which was confirmed in writing by delivery of Evans & Evans’ written opinion dated the same date) to the effect that, as of such date, and subject to the various assumptions, considerations, qualifications and limitations set forth in its written opinion, the proposed business combination was fair, from a financial point of view, to DevvStream Shareholders. Following further discussion, upon a motion duly made and seconded, the disinterested members of the DevvStream Board, among other things, unanimously (i) declared it advisable, to enter into the Business Combination Agreement, the Partnership

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Agreement Amendment and the Ancillary Agreements to which the DevvStream is or will be a party and the other transactions contemplated thereby, (ii) adopted and approved the execution, delivery and performance by DevvStream of the Business Combination Agreement, the Partnership Agreement Amendment and the Ancillary Agreements to which DevvStream is or will be a party and the other transactions contemplated thereby, (iii) resolved to recommend that the DevvStream Shareholders entitled to vote thereon vote in favor of the approval of the Business Combination Agreement and other proposals related thereto, and (iv) directed that such proposals, including the proposal to approve the Business Combination Agreement, be submitted to the DevvStream Shareholders for approval.

On September 12, 2023, the FIAC Board met virtually to evaluate and act on the proposed final terms of the potential business combination with DevvStream, with representatives of Kirkland, Zukin and Houlihan in attendance for all or a portion of the meeting. The FIAC Board discussed any key updates since the occurrence of the August 29, 2023 meeting. A representative from Kirkland provided an overview of the transaction and updates to the Business Combination Agreement. Next, representatives from Zukin reviewed their findings as to the projections of financial performance provided by DevvStream, in particular confirming that (a) the assumptions used in such projections, taken as a whole, provided reasonable support for such projections, (b) such projections were consistent with the material factors and assumptions used to construct the projections and took into account the preparers’ informed judgment and (c) there was a reasonable basis for such projections. Next, a representative from Houlihan rendered Houlihan’s oral opinion to the FIAC Board (which was confirmed in writing by delivery of Houlihan’s written opinion dated the same date) to the effect that, as of such date, the Business Combination is fair to the FIAC public stockholders from a financial point of view. Following further discussion, upon a motion duly made and seconded, the FIAC Board, among other things, unanimously (i) approved and adopted the execution, delivery and performance by FIAC of the Business Combination Agreement, the Ancillary Agreements to which FIAC is or will be a party and the consummation of the transactions contemplated thereby (including the Proposed Transactions), (ii) declared that it was advisable, fair to and in the best interests of FIAC and its stockholders to consummate the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements (including the Proposed Transactions), (iii) recommended that the Business Combination Agreement the Ancillary Agreements, the transactions

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contemplated thereby (including the Proposed Transactions) and other proposals related thereto be submitted to FIAC stockholders for approval and (iv) recommended that FIAC stockholders entitled to vote thereon vote their shares in favor of approving and adopting the Business Combination Agreement, the Ancillary Agreements, the transactions contemplated thereby (including the Proposed Transactions) and other proposals related thereto.

On the evening of September 12, 2023, following the two meetings described above, the parties executed and delivered the Business Combination Agreement and certain other Ancillary Agreements, including the Sponsor Side Letter and the DevvStream Support & Lock-Up Agreements.

On the morning of September 13, 2023, FIAC filed a Current Report on Form 8-K, which filed as exhibits (i) a joint press release, dated September 13, 2023, (ii) an investor presentation providing information on DevvStream and a summary of certain key terms of the Business Combination and (iii) the Business Combination Agreement and certain of the Ancillary Agreements.

The parties have continued and expect to continue regular discussions in connection with, and to facilitate, the closing of the business combination.

Reasons for Approval of the Business Combination

The FIAC Board, in evaluating the Business Combination, consulted with FIAC’s management and financial, legal and other advisors. In reaching its unanimous resolution (i) to approve and adopt the execution, delivery and performance by FIAC of the Business Combination Agreement, the Related Agreements to which FIAC is or will be a party and the consummation of the transactions contemplated thereby (including the Proposed Transactions), (ii) that it was advisable, fair to and in the best interests of FIAC and its stockholders to consummate the transactions contemplated by the Business Combination Agreement and the Related Agreements (including the Proposed Transactions), (iii) to recommend that the Business Combination Agreement, the Related Agreements, the transactions contemplated thereby (including the Proposed Transactions) and other proposals related thereto be submitted to FIAC stockholders for approval and (iv) to recommend that FIAC stockholders entitled to vote thereon vote their shares in favor of approving and adopting the Business Combination Agreement, the Related Agreements, the transactions contemplated thereby (including the Proposed Transactions) and other proposals related thereto.

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In light of the number of factors it considered in connection with its evaluation of the Business Combination including, but not limited to, the factors discussed below, the FIAC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The FIAC Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the FIAC Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the FIAC Board discussed the results of the due diligence conducted by FIAC’s management and advisors, which included:

Discussion and review of materials provided by the FIAC management team regarding DevvStream, the transaction and consideration to be paid during virtual meetings held on May 9, 2023 and August 7, 2023, particuarly consideration of the upside potential described below.

Extensive meetings and calls with DevvStream’s management team to understand and analyze DevvStream’s business, competitive landscape and positioning, technology functionality and features, historical and projected financial performance and project pipeline, among other topics;

Review of interviews conducted by FIAC;

Review of legal and insurance diligence materials ~~and interviews conducted~~submitted by Kirkland & Ellis LLP ~~FIAC~~ and Marsh ~~McClennan;~~USA LLC, respectively;

Calls, discussions and research reviews with industry experts regarding carbon markets, the regulatory environment and energy transition technologies;

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Discussion and review of the advantages and implications of DevvStream’s utilization of Devvio’s DevvX blockchain;

Other due diligence activities relating to pipeline projects, accounting, legal, tax, insurance, operations and other matters conducted in conjunction with external advisors, including Canadian and U.S. legal firms, among others;

Review of DevvStream’s financial statements and valuation analyses;

Detailed analysis of DevvStream’s financial projections by FIAC;

Third-party review of reasonable basis for DevvStream’s financial projections conducted by Zukin; and

Research on comparable and relevant industries, including metals royalty and streaming, yield-based investment companies, proprietary cleantech manufacturers, carbon market intermediaries and renewable energy developers.

The FIAC Board considered a number of factors pertaining to DevvStream and the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the Proposed Transactions, including, but not limited to, the following material factors:

Growing Total Addressable Market. The FIAC Board considered that the global carbon market has grown nearly five-fold between 2018 and 2022 to reach approximately $980.0 billion in 2022, as well as estimates that global carbon demand could reach approximately 5.2 billion tons by 2050 at a market price of approximately $120.0 per ton. The majority of the carbon market volume is concentrated in compliance markets in which governments set pricing terms. The voluntary market involves credits purchased or traded between companies and individuals on a non-compulsory basis to meet organizational goals and is expected to reach approximately $50 billion in volume by 2030 according to estimates from McKinsey. Because DevvStream’s blockchain-based carbon credits cover both compliance and voluntary markets, the FIAC Board believes DevvStream is well-positioned to address the needs of the growing carbon credit market.

Technology-Based Carbon Offset Solutions. Whereas nature-based solutions can provide up to 20% of carbon emission reductions needed by 2050, technology-based solutions are required to provide the remaining 80%. DevvStream focuses on blockchain-based carbon offset solutions, which positions it to play an important role in the carbon credit market moving forward. DevvStream’s utilization of blockchain technology for its carbon offset projects facilitates the measurement and verification of emissions reductions achieved thereby, as well as annual audits thereof, which enhances trust and transparency across the carbon credit lifecycle.

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Management Team. DevvStream has a strong team of key management executives with significant experience in technology, finance and ESG.

Strong Project Pipeline. DevvStream’s management team has identified over 140 carbon credit projects, out of which 25 are under active consideration, 8 are under a letter of intent / term sheet and 7 are under contract. The FIAC Board anticipates that DevvStream’s total pipeline represents an investment opportunity totaling more than $500 million.

Due Diligence. The FIAC Board reviewed and discussed in detail the results of the due diligence examination of DevvStream conducted by FIAC’s management team and FIAC’s financial, technical and legal advisors, which included a substantial number of meetings with DevvStream’s management team regarding DevvStream’s business and business plan, operations, prospects and forecasts, valuation analyses with respect to the Business Combination, review of near-term and executable contracts, strategic partnerships and other material matters, as well as general financial, technical, market, legal, tax and accounting due diligence.

Upside Potential. When the FIAC Board was considering the Business Combination, DevvStream’s stock was trading at $0.8 per share. DevvStream’s LTM revenue multiple is substantially lower than the industry average. Comparable companies in the carbon credit industry trade in a wide band with a likely median of 8.0x – 12.0x EBITDA. The FIAC Board believes that DevvStream holds substantial upside ~~potential.~~potential, primarily in light of a combination of the industry and business characteristics outlined above with the relative valuation multiples of projected DevvStream revenue in comparison to comparable publicly-traded, cleantech, renewable, yield and streaming companies in the carbon credit industry trade. As noted in a presentation submitted by the FIAC management team to the Board and the Investor Presentation, the average multiple of revenue and EBITDA projected for comparable companies in 2025 is 4.9x and 10.8x, respectively, whereas the multiple of revenue and EBITDA projected for

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DevvStream in 2025 at the transaction value is 3.9x and 4.7x, respectively. The FIAC Board believes that when combined with the industry and business characteristics described above, these relative valuation multiples provde a source of potential upside for FIAC stockholders in the transaction.

Uplisting through Business Combination. Foreign companies have successfully utilized SPACs to gain access to the U.S. public markets. Subject to Nasdaq listing approval, the Business Combination would represent an uplisting from the nascent CBOE to Nasdaq for DevvStream. DevvStream’s ability to raise capital is currently restricted by its lack of coverage and limited float, as well as by its limited access to institutional investors. The Business Combination represents an opportunity for DevvStream to raise capital, receive additional coverage and gain higher visibility among retail investors and large institutional investors.

Financial Condition. The FIAC Board reviewed factors such as DevvStream’s historical financial results, outlook and business and financial plans, as well as the financial profiles of publicly traded companies in the metals royalty and streaming, cleantech and renewable energy industries, and certain relevant information provided by and comparative analyses undertaken by Cohen, Jett Capital and Houlihan with respect to precedent transactions and companies that could have been potential alternative transaction counterparties to DevvStream for FIAC. In reviewing these factors, the FIAC Board believed that DevvStream was well-positioned for strong potential future growth in its industry and represented a significant opportunity for value creation for FIAC stockholders.

Fairness Opinion. The FIAC Board took into account the oral opinion of Houlihan (subsequently confirmed in writing), rendered on September 12, 2023, to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Houlihan in preparing its opinion (attached as Annex J to this proxy statement/prospectus), the Business Combination was fair to the holders of shares of Class A Common Stock from a financial point of view, as more fully described in the section entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of FIAC’S Financial Advisor.”

Conclusion of the Reasonable Basis Review. Zukin’s findings, as presented to the FIAC Board following Zukin’s reasonable basis review, that there is a reasonable basis for the financial projections provided by DevvStream’s management to FIAC. The FIAC Board was not required under the FIAC Charter to obtain the reasonable basis review but did so as part of its due diligence of DevvStream’s financial projections and evaluation of the Business Combination.

Alternative Transactions. FIAC completed its IPO in November 2021 with the objective of consummating an attractive business combination. Since that time, as more fully described in the section entitled “- Background to the Business Combination.” FIAC has evaluated numerous opportunities for a potential business combination. The FIAC Board determined, based on the terms of the Business Combination, its review of DevvStream’s business and the financial data provided to FIAC, including DevvStream’s projected financial statements for the calendar years ended 2023 through 2025, the due diligence of DevvStream conducted by FIAC’s management and FIAC’s advisors and a thorough review of other business combination opportunities reasonably available to FIAC, that the proposed Business Combination represents the best potential business combination for FIAC based upon its evaluation and assessment of numerous other potential acquisition targets.

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Consistency with FIAC Business Strategy. DevvStream is consistent with FIAC’s mission to amplify positive impact by targeting its investment into a company that aims to deliver significant impact through the provision of its services to its customers and business partner relationships. Key characteristics of FIAC’s investment target included, among others, alignment with Sustainable Development Goals, focus on the edtech, tech-enabled manufacturing and services, fintech or healthtech sector and significant attention to ESG. The FIAC Board believes that DevvStream is consistent with these criteria.

Negotiated Transaction. The financial and other terms of the Business Combination Agreement and the Related Agreements, and the fact that such terms and conditions were the product of arm’s length negotiations between FIAC and DevvStream.

The FIAC Board also considered a variety of uncertainties and risks and other potentially negative factors related to DevvStream’s business and prospects and related to the Business Combination including, but not limited to, the following:

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Macroeconomic Risks. The risk that the future financial performance of DevvStream and New PubCo may not meet the FIAC Board’s expectations due to factors out of DevvStream’s control, including due to economic cycles or other macroeconomic factors (including those set forth in the section entitled “Risk Factors” of this proxy statement/prospectus).

Business and Industry Risks. The risks relating to (i) increased competition in the carbon credit and offset markets in which DevvStream operates, including the potential for new entrants and innovation, (ii) DevvStream’s ability to successfully identify and secure additional carbon streaming projects, and timely develop and expand operations in existing and new markets, (iii) changes in governmental spending and general economic conditions in markets in which DevvStream operates, (iv) dependence on key executive management personnel, some of whom might not choose to remain with New PubCo post-Closing and (v) a resurgence in COVID-19 or the emergence of another global pandemic and other business risks (including those set forth in the section entitled “Risk Factors” of this proxy statement/prospectus).

Potential Benefits May Not Be Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe and the significant fees, expenses and time and effort of management associated with completing the Business Combination.

Transaction Certainty Risk. The risk that the Business Combination and the Proposed Transactions might not be consummated or completed in a timely manner or that the Closing might not occur despite FIAC’s efforts, including by reason of a failure to obtain the approval of FIAC stockholders, litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the consummation of the Business Combination.

Redemption Risk. The potential that a significant number of FIAC stockholders may elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the FIAC Charter, which would reduce the gross proceeds to New PubCo from the Business Combination and, therefore, could hinder New PubCo’s ability to continue its development and growth.

Closing Conditions. The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within FIAC’s control.

Listing Risks. The challenges associated with preparing DevvStream for the applicable disclosure, controls and listing requirements, including compliance with the SEC’s requirements regarding internal controls over financial reporting, to which New PubCo will be subject as a publicly traded company on Nasdaq, and the increases in legal, accounting and compliance expenses that will result from (i) consummating the Business Combination and (ii) maintaining the listing of New PubCo’s securities on Nasdaq following the Business Combination may be greater than DevvStream anticipates.

Liquidation of FIAC. The risks and costs to FIAC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in the liquidation of FIAC.

Post-Business Combination Ownership and Corporate Governance in New PubCo. The fact that current FIAC stockholders will hold a minority position in New PubCo, and the fact that the New PubCo Board will be ~~classified~~declassified and that all New PubCo directors will ~~not~~ be elected annually.

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Fees and Expenses. The expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether or not the Business Combination is ultimately consummated.

In addition to considering the factors described above, the FIAC Board also considered other factors including, without limitation:

Interests of Certain Persons. Certain members of the FIAC Board, and executive officers of FIAC may have interests in the Business Combination Proposal, the other proposals described in this proxy statement/prospectus and the Business Combination that are different from, or in addition to, those of FIAC stockholders generally (see the section entitled “— Interests of FIAC’s Directors and Officers in the Business Combination” of this proxy statement/prospectus).

Other Risks. The various risks associated with the Business Combination, the business of DevvStream, and the business of FIAC, as described in the section entitled “Risk Factors” of this proxy statement/prospectus.

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The FIAC Board concluded that the potential benefits expected to be received by FIAC and its stockholders as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. Accordingly, the FIAC Board unanimously resolved (i) to approve and adopt the execution, delivery and performance by FIAC of the Business Combination Agreement, the Related Agreements to which FIAC is or will be a party and the consummation of the transactions contemplated thereby (including the Proposed Transactions), (ii) that it was advisable, fair to and in the best interests of FIAC and its stockholders to consummate the transactions contemplated by the Business Combination Agreement and the Related Agreements (including the Proposed Transactions), (iii) to recommend that the Business Combination Agreement the Related Agreements, the transactions contemplated thereby (including the Proposed Transactions) and other proposals related thereto be submitted to FIAC stockholders for approval, and (iv) to recommend that FIAC stockholders entitled to vote thereon vote their shares in favor of approving and adopting the Business Combination Agreement, the Related Agreements, the transactions contemplated thereby (including the Proposed Transactions) and other proposals related thereto.

Opinion of FIAC’s Financial Advisor

On September 12, 2023, Houlihan Capital delivered an oral opinion to the FIAC Board, which opinion was subsequently confirmed by delivery of a written opinion dated September 12, 2023 addressed to the FIAC Board, to the effect that, as of the date of the HC Opinion and based upon and subject to the assumptions, conditions and limitations set forth in the HC Opinion, the Business Combination is fair to the holders of shares of Class A Common Stock from a financial point of view.

The full text of the HC Opinion dated September 12, 2023, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the HC Opinion (which are also summarized herein), is attached as Annex J to this proxy statement/prospectus and is incorporated herein by reference. The description of the HC Opinion set forth in this proxy statement/prospectus is qualified in its entirety by the full text of such HC Opinion.

The HC Opinion was provided for the use and benefit of FIAC (in its capacity as such and not in any other capacity) in its evaluation of the Business Combination (and, in its engagement letter, Houlihan Capital provided its consent to the inclusion of the text of its Opinion as part of this proxy statement/prospectus). As described in “— Reasons for Approval of the Business Combination,” the members of the FIAC Board considered a wide variety of factors in connection with their respective evaluations of the Business Combination, including the HC Opinion. Houlihan Capital’s only opinion is the formal written opinion Houlihan Capital has expressed as to whether, as of the date of such opinion, the Business Combination is fair to the holders of shares of Class A Common Stock from a financial point of view. The HC Opinion does not constitute a recommendation to proceed with the Business Combination. The HC Opinion did not address any other aspect or implications of the Business Combination and the HC Opinion does not constitute an opinion, advice or recommendation as to how any stockholder of FIAC should vote at the FIAC Stockholders Meeting. In addition, the HC Opinion did not in any manner address the prices at which the securities of New PubCo would trade following the consummation of the Business Combination or at any time. The HC Opinion was approved by a Houlihan Capital fairness opinion committee.

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In arriving at its opinion, Houlihan Capital, among other things:

Held discussions with certain members of FIAC management and DevvStream management regarding the Business Combination, the historical performance and financial projections of DevvStream, and the future outlook for DevvStream;

Reviewed information provided by FIAC and DevvStream including, but not limited to:

○	2022 calendar year end unaudited financial statements for DevvStream;

○	Projected financial statements for DevvStream for the calendar years ended 2023 through 2025;

○	Executed letter of intent between FIAC and DevvStream, effective May 8, 2023;

○	FIAC Board presentation draft, dated August 8, 2023; Business Combination Agreement by and among FIAC and DevvStream, dated September 12, 2023;

○	Reasonable Basis Review of Projections for DevvStream prepared by Zukin Certification Services, dated September 6, 2023; and

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○	Capitalization table pro forma for the Business Combination.

Discussed with FIAC management and DevvStream management the status of current outstanding legal and environmental claims (if any) and confirmed that any potential related financial exposure has been properly disclosed;

Reviewed the industry in which DevvStream operates, which included a review of (i) certain industry research, (ii) certain comparable publicly traded companies and (iii) certain mergers and acquisitions of comparable businesses;

Developed indications of value for DevvStream using generally accepted valuation methodologies; and

Reviewed certain other relevant, publicly available information, including economic, industry, and DevvStream specific information.

In connection with its review, Houlihan Capital relied upon and assumed, without independent verification, the accuracy, completeness, and reasonableness of the financial, legal, tax, and other information discussed with or reviewed by Houlihan Capital and assumed such accuracy and completeness for purposes of rendering an opinion. In addition, Houlihan Capital did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of FIAC or DevvStream, nor, except as stated herein, was it furnished with any such evaluation or appraisal. Houlihan Capital further relied upon the assurances and representations from FIAC management that they are unaware of any facts that would make the information provided to Houlihan Capital to be incomplete or misleading in any material respect for the purposes of the HC Opinion. FIAC management has represented:

(1)	that it directed Houlihan Capital to rely on certain forecasted financial information prepared by DevvStream management as adjusted by FIAC management (the “Forecast”);

(2)	Houlihan Capital had no role whatsoever in the preparation of the Forecast;

(3)	Houlihan Capital was not asked to provide an outside “reasonableness review” of the DevvStream Projections;

(4)	FIAC did not engage Houlihan Capital to audit or otherwise validate any of the Forecast’s underlying inputs and assumptions; and

(5)	that Houlihan Capital accurately summarized and presented the Forecast. Houlihan Capital has not assumed responsibility for any independent verification of this information nor has it assumed any obligation to verify this information.

Nothing came to Houlihan Capital’s attention in the course of the engagement which would lead Houlihan Capital to believe that (i) any information provided to Houlihan Capital or assumptions made by Houlihan Capital are insufficient or inaccurate in any material respect or (ii) it is unreasonable for Houlihan Capital to use and rely upon such information or make such assumptions. For the inherent risks associated with the Forecast,

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see “Risk Factors — Risks Related to FIAC and the Business Combination — The HC Opinion obtained by the FIAC Board from Houlihan Capital will not be updated to reflect changes in circumstances between signing the Business Combination Agreement and the completion of the Business Combination.”

Houlihan Capital expressed no opinion as to the market price or value of New PubCo’s Common Shares after the announcement or consummation of the Business Combination. Houlihan Capital did not express any opinion as to fair value or the solvency of New PubCo following the closing of the Business Combination. In rendering the HC Opinion, Houlihan Capital assumed that the final executed form of the Business Combination Agreement would not differ in any material respect from the applicable drafts that it reviewed, that the Business Combination would be consummated in accordance with the terms of the Business Combination Agreement without any waiver or modification that could be material to Houlihan Capital’s analysis, and that the parties to the Business Combination Agreement would comply with all the material terms of the Business Combination Agreement. Houlihan Capital assumed, with FIAC Board’s consent, that all governmental, regulatory or other consents and approvals necessary for the completion of the Business Combination would be obtained except to the extent that it could not be material to its analysis. Houlihan Capital also was not requested to, and did not,

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participate in the structuring or negotiation of the Business Combination. Except as described in this summary, FIAC Board imposed no other instructions or limitations on Houlihan Capital with respect to the investigations made or procedures followed by Houlihan Capital in rendering its opinion.

In connection with the preparation of the HC Opinion, Houlihan Capital made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Business Combination. The HC Opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the HC Opinion. Houlihan Capital is under no obligation to update, revise, reaffirm or withdraw the HC Opinion, or otherwise comment on or consider events occurring after the date of the HC Opinion.

The following is a summary of the material financial and comparative analyses presented by Houlihan Capital to FIAC at its meeting held on September 12, 2023, in connection with the HC Opinion. Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Houlihan Capital’s analyses, the tables must be read together with the text of each summary. The summary of Houlihan Capital’s financial analyses described below is not a complete description of the analyses underlying the HC Opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description.

Several analytical methodologies were employed by Houlihan Capital in the HC Opinion, and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. In arriving at the HC Opinion, Houlihan Capital did not attribute any particular weight to any single analysis or factor, but instead, made certain qualitative and subjective judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by Houlihan Capital and in the context of the circumstances of the Business Combination. Accordingly, Houlihan Capital believes that its analyses must be considered as a whole, because considering any portion of such analyses and factors, without considering all analyses and factors in their entirety, could create a misleading or incomplete view of the process underlying, and used by Houlihan Capital as support for, the conclusion set forth in the HC Opinion.

The conclusions Houlihan Capital has reached are based on all the analyses and factors presented in the HC Opinion taken as a whole and also on application of its own experience and judgment. Such conclusions may involve significant elements of subjective judgment or qualitative analysis. Houlihan Capital therefore gives no opinion as to the value or merit standing alone of any one or more parts of the material that follows.

Valuation Overview

In assessing whether the Business Combination is fair to the holders of shares of Class A Common Stock from a financial point of view, Houlihan Capital compared the price per share at which the holders of shares of Class A Common Stock may redeem their shares against the fair market value per share pro forma for the Business Combination calculated by Houlihan Capital. If the fair market value per share pro forma for the

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Business Combination exceeds the redemption value ($10.20 per share as of the date of the HC Opinion), then the Business Combination is fair to the holders of shares of Class A Common Stock from a financial point of view.

Houlihan Capital concluded that the Business Combination is fair to the holders of shares of Class A Common Stock from a financial point of view.

DevvStream’s Financial Projections and Analytical Methodologies

FIAC management provided Houlihan Capital with the Forecast, which is further described under the heading “Opinion of FIAC’s ~~Board Reviewed and Considered the Following Information Pertaining to DevvStream~~Financial Advisor.”

There are three primary approaches that have traditionally been used to estimate fair market value: the adjusted book value approach, the market approach (which includes the guideline public company method and the comparable transactions method), and the income approach, each as briefly described below.

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Adjusted Book Value Approach. The adjusted book value approach estimates fair market value based on the principle of substitution, assuming that a prudent investor would pay no more for an asset than the amount for which the asset or property could be reproduced or replaced, less depreciation from physical deterioration and functional and economic obsolescence, if present and measurable. This approach is typically considered appropriate for capital- intensive businesses, real estate holding companies, or other types of holding companies where the value of the entity is derived primarily from the underlying assets held by the entity and not from additional value added from labor or profitable use of the assets owned. This valuation approach may also be used to value companies that are in bankruptcy or liquidation, or those that are otherwise not considered a going concern. Because DevvStream operates as a going concern business and is not asset intensive, Houlihan Capital did not utilize the adjusted book value approach in support of the HC Opinion.

Market Approach. The market approach references actual transactions of the asset to be valued, similar assets, or assets that can otherwise be used to infer the value of the subject asset. The application of methods within the market approach often requires identifying companies comparable to a subject company, observing transaction prices of those companies’ securities, deriving valuation multiples based on the ratio of such transaction prices to financial metrics (e.g., Revenue, EBITDA, Tangible Book Value, Book Value), and then applying selected valuation multiples to the subject company’s same financial metrics.

The Guideline Public Company Method is a valuation method within the Market Approach that involves identifying and selecting guideline public companies with financial and operating characteristics similar to the enterprise being valued. Once publicly traded peer group companies are identified, valuation multiples can be derived from the publicly traded market transaction data (stock prices), adjusted for comparability, and then applied to the financial metrics of the subject enterprise to estimate the value of the subject enterprise’s equity, total invested capital, or enterprise value (total invested capital less cash and cash equivalents) (“Enterprise Value”). Houlihan Capital was able to identify a sufficiently robust set of guideline public companies similar to DevvStream. Therefore, Houlihan Capital utilized the Guideline Public Company Method of the Market Approach to support the HC Opinion.

The Comparable Transactions Method is another commonly used method under the Market Approach. This valuation method involves determining valuation multiples from sales of companies with financial and operating characteristics considered reasonably similar to those of the company being valued and applying representative multiples to the financial metrics of the subject company to estimate value, similar to the Guideline Public Company Method. Houlihan Capital was unable to identify a sufficiently robust set of transactions involving target companies considered reasonably similar to DevvStream for which publicly disclosed data was available to calculate and adjust valuation multiples. Therefore, Houlihan Capital did not utilize the Comparable Transactions Method of the Market Approach in support of the HC Opinion.

Income Approach. The income approach is a calculation of the present value of the future monetary benefits expected to flow to the owner of the subject asset. A commonly applied methodology under the Income Approach is the Discounted Cash Flow (“DCF”) Method. Using a DCF analysis, value is indicated from all the future cash flows attributable to the firm or asset, discounted to present value at an appropriate required rate of return. The Forecast provided to Houlihan Capital included three years of forward projections, at the end of which, DevvStream was not projected to have reached a steady growth rate; therefore, calculating a terminal value within the DCF using a terminal growth rate would not be appropriate. Alternatively, Houlihan Capital

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considered an exit multiple approach to the terminal value but noted that, due to the difficulty of independently validating future cash flows from the 10-year contracts and DevvStream’s year over year growth, virtually, all of the value in the DCF would have been derived from the terminal exit multiple. Given these considerations, Houlihan Capital did not utilize the income approach in support of the HC Opinion.

Enterprise Value of DevvStream Utilizing the Guideline Public Company Method

Houlihan Capital searched the universe of publicly traded companies for companies with operations that are similar to DevvStream and identified 14 reasonably similar companies. In selecting guideline public companies, Houlihan Capital searched for companies with similar business operations, size, prospects for growth, profitability, and risk. Among other things, DevvStream’s business model, product offerings, technology, geography, market position, and growth profile make it unique such that there are no perfectly comparable companies. The comparison set relied upon by Houlihan Capital therefore includes companies that individually exhibit some of the traits of DevvStream (including streaming and royalty companies in the non-renewable

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resource sector and carbon capture companies) and collectively encapsulate most of the factors that make DevvStream unique. The guideline public company peer group relied upon by Houlihan Capital is presented in the table below.

DevvStream Guideline Public Companies

Company Name	Ticker	Industry
Altius Minerals Corporation	TSX:ALS	Diversified Metals and Mining
Lithium Royalty Corp.	TSX:LIRC	Diversified Metals and Mining
Metalla Royalty & Streaming Ltd.	TSXV:MTA	Precious Metals and Minerals
Osisko Gold Royalties Ltd	TSX:OR	Gold
Sandstorm Gold Ltd.	TSX:SSL	Gold
Star Royalties Ltd.	TSXV:STRR	Diversified Metals and Mining
Aker Carbon Capture ASA	OB:ACC	Environmental and Facilities Services
Atlantica Sustainable Infrastructure plc	NasdaqGS:AY	Renewable Electricity
Brookfield Renewable Corporation	TSX:BEPC	Renewable Electricity
Clearway Energy, Inc.	NYSE:CWEN.A	Renewable Electricity
LanzaTech Global, Inc.	NasdaqCM:LNZA	Environmental and Facilities Services
Montauk Renewables, Inc.	NasdaqCM:MNTK	Renewable Electricity
ReNew Energy Global Plc	NasdaqGS:RNW	Renewable Electricity
UGE International Ltd.	TSXV:UGE	Construction and Engineering

The key elements of the Forecast considered in the Guideline Public Company Method are summarized below:

Based on a detailed analysis of the selected guideline public companies described above, Houlihan Capital considered multiples of calendar year 2024 and calendar year 2025 revenue for its valuation. In selecting the multiples to apply to DevvStream, Houlihan Capital reviewed the growth expectations (as reflected in the Forecast and through discussions with FIAC management and DevvStream management), risk (as measured by required rates of return) and, with respect to the peer companies incorporated in Houlihan Capital’s analysis, profit margins (as captured by EBITDA margin and capital expenditure requirements) of the guideline public companies identified by Houlihan Capital.

Based on this information and other factors, Houlihan Capital used professional judgment to select multiples that Houlihan Capital believes reflect the relative comparability of DevvStream to the guideline public companies. As of September 12, 2023, the Enterprise Value to calendar year 2024 and calendar year 2025 revenue multiples of the guideline public companies ranged from 2.87x to 21.14x and 1.22x to 16.82x, respectively. Ultimately, Houlihan Capital applied an Enterprise Value to calendar year 2024 revenue multiple of 17.0x (around the 90^th percentile of guideline public companies) and an Enterprise Value to calendar year 2025 revenue multiple of 5.5x (around 35^th percentile of guideline public companies) for its valuation.

Based on the analyses described above, Houlihan Capital calculated an indicated enterprise value range for DevvStream of between approximately $220.3 million and approximately $303.0 million.

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Fairness Opinion Conclusion

Houlihan Capital concluded that, as of the date of the HC Opinion and based upon and subject to the assumptions, conditions and limitations set forth in the HC Opinion, the Business Combination is fair to the holders of shares of Class A Common Stock from a financial point of view.

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Houlihan Capital Conflict Disclosure and Fees

Houlihan Capital, a Financial Industry Regulatory Authority (“FINRA”) member, as part of its investment banking services, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, private placements, bankruptcy, capital restructuring, solvency analyses, stock buybacks, and valuations for corporate and other purposes. Neither Houlihan Capital, nor any of its principals or affiliates, has any ownership or other beneficial interests in any party to the Business Combination Agreement or any of their affiliates and has provided no previous investment banking or consulting services to any party to the Business Combination Agreement or any of their affiliates. There is no current agreement between Houlihan Capital, its principals, or affiliates and any party to the Business Combination Agreement or any of their affiliates providing for the provision of future services by Houlihan Capital, its principals, or any of its affiliates to or for the benefit of any party to the Business Combination Agreement or any of their affiliates. Houlihan Capital was engaged on a fixed fee basis. Houlihan Capital’s fees to FIAC for services in connection with issuing the HC Opinion were $250,000.

Opinion of DevvStream’s Financial Advisor

On September 12, 2023, Evans & Evans rendered its opinion that, as of such date, based upon and subject to the various considerations set forth in the DevvStream Fairness Opinion, including the scope of review, limitations and assumptions, the proposed Business Combination is fair, from a financial point of view, to the holders of Company Shares.

The full text of the DevvStream Fairness Opinion is attached as Annex K to this proxy statement/prospectus and is incorporated herein by reference. The DevvStream Fairness Opinion describes the circumstances of engagement, the scope of the review undertaken by Evans & Evans, the market DevvStream operates in, the assumptions made by Evans & Evans, the limitations on the use of the DevvStream Fairness Opinion, and the basis of Evans & Evans’s analyses for the purposes of the DevvStream Fairness Opinion, among other matters. The summary of the DevvStream Fairness Opinion set forth is qualified in its entirety by reference to the full text of the DevvStream Fairness Opinion. The DevvStream Fairness Opinion states that it may not be used, or relied upon, by any person other than the DevvStream Board. However, the DevvStream Fairness Opinion includes the written consent of Evans & Evans to the inclusion of the DevvStream Fairness Opinion in any materials provided to holders of Company Shares, and may be shared with the court approving the Interim Order and the Final Order, the SEC and appropriate securities commissions in Canada.

The DevvStream Fairness Opinion is subject to various assumptions and limitations and is based upon the scope of review described in the DevvStream Fairness Opinion. In addition, the basis of how fairness was determined for the purpose of the DevvStream Fairness Opinion is summarized in the DevvStream Fairness Opinion. The DevvStream Fairness Opinion is expressly limited to these matters. The full text of the DevvStream Fairness Opinion is attached as Annex K to this proxy statement/prospectus and should be read carefully in its entirety for a description of the assumptions made, matters considered and limitations on the review undertaken by Evans & Evans in providing its opinion.

Assumptions

The DevvStream Fairness Opinion provides various assumptions, including but not limited to:

the completeness, accuracy and fair presentation of all financial information, business plans, forecasts and other information, data, advice, opinions and representations;

the Business Combination will be completed substantially on the terms presented to Evans & Evans, consistent with the documents and agreements presented to and reviewed by Evans & Evans;

all contracts and agreements presented to and reviewed by Evans & Evans will be executed and enforceable in accordance with their terms and that all parties thereto will comply with the terms therein;

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there have been no material changes, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of DevvStream or any of its affiliates since the date all information was provided to Evans & Evans;

Evans & Evans’s conclusions are based on the latest financial and operational information available for DevvStream as of the date of the DevvStream Fairness Opinion;

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management of DevvStream has made available to Evans & Evans all information they believe is relevant to the preparation of the DevvStream Fairness Opinion; and

DevvStream and FIAC and all of their related parties and their principals had no contingent liabilities, unusual contractual arrangements, or substantial commitments, other than in the ordinary course of business, nor litigation pending or threatened, nor judgements rendered against, other than those disclosed by management that would affect the evaluation or comment.

Limitations

The DevvStream Fairness Opinion is subject to various limitations, including but not limited to:

Evans & Evans has relied, without independent verification, upon the truthfulness, accuracy, and completeness of all financial and other information that was that was provided to Evans & Evans by management of DevvStream and any of its affiliates, associates, advisors or otherwise;

Evans & Evans has relied upon a written letter of representation from management of DevvStream stating that the information and management’s representations made to Evans & Evans in preparing the DevvStream Fairness Opinion are accurate, correct, and complete, and that there are no material omissions of information that would affect the conclusions contained in the DevvStream Fairness Opinion;

the DevvStream Fairness Opinion is based on the economic, market and other conditions prevailing as of the date of the DevvStream Fairness Opinion, and the written and oral information made available to Evans & Evans until the date of the DevvStream Fairness Opinion;

the DevvStream Fairness Opinion has been provided for the use of the DevvStream Board and should not be construed as a recommendation to vote in favour of the Business Combination. The DevvStream Fairness Opinion will be one factor, among others, that the DevvStream Board will consider in determining whether to approve and recommend the Business Combination;

The reader must consider the DevvStream Fairness Opinion in its entirety, as selecting and relying on only a specific portion of the analysis or factors considered by Evans & Evans, without considering all factors and analyses together, could create a misleading view of the processes underlying the DevvStream Fairness Opinion;

Evans & Evans has not provided an opinion as to the price at which any securities of DevvStream, FIAC or the Combined Company will trade on any stock exchange at any time; and

The DevvStream Fairness Opinion does not express an opinion as to whether any alternative transaction might have been more beneficial to holders of Company Shares.

Scope of Work

In preparing the DevvStream Fairness Opinion, Evans & Evans reviewed agreements between DevvStream and third parties, and relied upon financial and other information, including prospective financial information, obtained from management, DevvStream’s advisors and from various public, financial and industry sources. Principal information included discussions with management, the DevvStream Board and advisors, DevvStream financial statements, budgets, forecasts and tax returns, corporate documents, DevvStream’s corporate presentation, DevvStream’s public filings, DevvStream share trading information, analyst and industry reports. Evans & Evans has not, to the best of its knowledge, been denied access by Management to any information requested by Evans & Evans.

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Approach to Fairness

For the purposes of the DevvStream Fairness Opinion, Evans & Evans considered that the Business Combination would be fair, from a financial point of view, from the perspective of the holders of Company Shares as a group and did not consider the specific circumstances of any particular shareholder, including with regard to income tax considerations.

In addition, Evans & Evans considered, among other things, the following matters:

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the value of sustainable fund assets in the United States compared to the Canadian market;

the equity value of DevvStream as implied by the Business Combination was supported by the net present value of the future cash flows of DevvStream as calculated and assessed by Evans & Evans;

the value implied by the Business Combination to DevvStream’s ownership in the Combined Company is a significant premium to the current market capitalization of DevvStream as well as the assessed value outlined in the DevvStream Fairness ~~Opinion.~~Opinion;

DevvStream, through a SPAC, is likely to have the access to growth capital and liquidity in the market for seeking funding for expansion and development, which could enhance its visibility and credibility, potentially attracting more ~~investors.~~investors;

there remains risk with respect to the cash in FIAC at the close of the Business Combination as FIAC has the option to redeem their shares (or cash out) at the full IPO price of $10.20, and Evans & Evans have found that redemption rates on de-SPAC transactions increased in 2022 and remain elevated in 2023; and

there is a risk associated with completing the PIPE Financing as private investment in public equity participation in de-SPAC transactions declined in the first quarter of 2023 and 90% of de-SPAC companies that went public between 2019 and Q1 2023 were trading below their IPO price; however, with respect to DevvStream, there is significant headroom for a decline in share price given the premium implied by the Business Combination.

Independence of Evans & Evans

Evans & Evans has confirmed that it is not the current auditor of DevvStream and is not an associated or affiliated entity or insider of DevvStream. Evans & Evans has also confirmed that it has no past, present or prospective interest in DevvStream or FIAC or any entity that is the subject of the DevvStream Fairness Opinion, and that Evans & Evans have no personal interest with respect to the parties involved. None of the fees received by Evans & Evans were contingent upon the outcome of the Business Combination.

Evans & Evans Conclusion

As of September 12, 2023, the date of the DevvStream Fairness Opinion, based on Evans & Evans’s scope of review, assumptions and limitations, the proposed Business Combination is fair, from a financial point of view, to the holders of Company Shares.

Satisfaction of 80% Test

It is a requirement under Nasdaq Listing Rules that any business acquired by FIAC have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for an initial business combination.

The balance of the funds in the Trust Account as of September 12, 2023, the date of execution of the Business Combination Agreement, was approximately $61,211,295.04 and 80% thereof represents $48,969,036.03. In reaching its conclusion that the Business Combination satisfied the 80% asset test, the FIAC Board looked at the enterprise value of DevvStream of approximately $145 million. In determining whether the enterprise value described above represents the fair market value of DevvStream, the FIAC Board considered all of the factors described above in this section, and the fact that the purchase price for DevvStream was the result of an arm’s length negotiation with DevvStream management, among other reasons. As a result, the DevvStream Board concluded that the fair market value of the businesses acquired was in excess of 80% of the assets held in

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the Trust Account. In light of the financial background and experience of the members of FIAC’s management team and the FIAC Board, the FIAC Board believes that the members of FIAC’s management team and the FIAC Board are qualified to determine whether the Business Combination satisfies the 80% asset test.

Anticipated Accounting Treatment

The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, FIAC is treated as the “acquired” company for financial reporting purposes. DevvStream has been determined to be the accounting

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acquirer because existing DevvStream Shareholders, as a group, will retain the largest portion of the voting rights in the Combined Company when contemplating the various redemption scenarios, the executive officers of DevvStream are the initial executive officers of the combined company, and the operations of DevvStream will be the continued operations of the combined company.

Sources and Uses of Funds for the Business Combination

The following tables summarize the estimated sources and uses for funding the Business Combination (all numbers in millions):

No Redemption Scenario

Sources of Funds		Use of Funds			Use of Funds
Cash in Trust Account	61,539,627	DevvStream Equity Rollover	145,000,000	17,901,545	DevvStream Equity Rollover	145,000,000
PIPE Financing	—	Cash to Pro Forma Balance Sheet	47,647,627	—	Cash to Pro Forma Balance Sheet	1,543,660
DevvStream Equity Rollover	145,000,000	Transaction Fees & Expenses	13,360,000	145,000,000	Transaction Fees & Expenses	15,346,885
Note Payable	250,000	Promissory Note Payoff	1,235,000	650,000	Promissory Note Payoff	1,235,000
Existing Cash on Balance Sheet	703,000	Note Payable Payoff	250,000	224,000	Note Payable Payoff	650,000
Total Sources	$207,492,627	Total Uses	$207,492,627	$163,775,545	Total Uses	$163,775,545

50% Redemption Scenario

Sources of Funds		Use of Funds			Use of Funds
Cash in Trust Account	30,769,814	DevvStream Equity Rollover	145,000,000	8,950,772	DevvStream Equity Rollover	145,000,000
PIPE Financing	—	Cash to Pro Forma Balance Sheet	16,877,814	—	Cash to Pro Forma Balance Sheet	—
DevvStream Equity Rollover	145,000,000	Transaction Fees & Expenses	13,360,000	145,000,000	Transaction Fees & Expenses	7,939,772
Note Payable	250,000	Promissory Note Payoff	1,235,000	650,000	Promissory Note Payoff	1,235,000
Existing Cash on Balance Sheet	703,000	Note Payable Payoff	250,000	224,000	Note Payable Payoff	650,000
Total Sources	$176,722,814	Total Uses	$176,722,814	$154,824,772	Total Uses	$154,824,772

Maximum Redemption Scenario

Sources of Funds		Use of Funds			Use of Funds
Cash in Trust Account	—	DevvStream Equity Rollover	145,000,000	—	DevvStream Equity Rollover	145,000,000
PIPE Financing	—	Cash to Pro Forma Balance Sheet	—	—	Cash to Pro Forma Balance Sheet	—
DevvStream Equity Rollover	145,000,000	Transaction Fees & Expenses	493,000	145,000,000	Transaction Fees & Expenses	14,000
Note Payable	250,000	Promissory Note Payoff	210,000	650,000	Promissory Note Payoff	210,000
Existing Cash on Balance Sheet	703,000	Note Payable Payoff	250,000	224,000	Note Payable Payoff	650,000
Total Sources	$145,953,000	Total Uses	$145,953,000	$145,874,000	Total Uses	$145,874,000

Material United States Federal Income Tax Considerations

The following is a discussion of the material U.S. federal income tax considerations for beneficial owners of Class A Common Stock and FIAC Warrants (collectively, the “FIAC securities”) resulting from (i) the election by holders of Class A Common Stock to have their Class A Common Stock redeemed for cash, (ii) the SPAC Continuance and the adoption of the post-continuance FIAC Articles applicable to U.S. holders of Class A

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Common Stock that do not elect to have their Class A Common Stock redeemed for cash, (iii) the Business Combination, if it is completed, and (iv) the ownership and disposition of New PubCo Common Shares and New PubCo Warrants (collectively, the “New PubCo securities”) acquired pursuant to the Business Combination. This discussion is limited to considerations relevant to holders that hold FIAC securities or New PubCo securities, as applicable, as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). This discussion is limited to U.S. federal income tax considerations, and does not address estate or any gift tax considerations or considerations arising under the tax laws of any state, local or non-U.S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be

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relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare equivalent tax on certain investment income and the different consequences that may apply if you are subject to special rules that apply to certain types of investors, including, but not limited to:

the Sponsor, and any directors or officers of FIAC or DevvStream, and their respective affiliates;

financial institutions or financial services entities;

broker dealers;

insurance companies;

dealers or traders in securities subject to a mark-to-market method of accounting;

persons subject to special tax accounting rules;

persons holding FIAC securities or New PubCo securities (prior to, at the time of or following, the Business Combination) as part of a “straddle,” hedge, conversion, constructive sale, integrated transaction or similar transaction;

U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

“specified foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax and stockholders or other investors therein;

U.S. expatriates or former long-term residents of the United States;

governments or agencies or instrumentalities thereof;

partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes) or beneficial owners of partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes);

regulated investment companies or real estate investment trusts;

persons who received their FIAC securities or New PubCo securities (prior to, at the time of, or following the Business Combination) as applicable, pursuant to the exercise of employee stock options or otherwise as compensation;

persons who have owned, own or will own (directly or through attribution) 5% or more (by vote or value) of the outstanding Class A Common Stock or New PubCo Common Shares (excluding treasury shares) as applicable;

S corporations (and stockholders thereof); and

tax-exempt entities, tax-qualified retirement plans and pension plans.

If you are a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes), the U.S. federal income tax treatment of your partners (or other owners) will generally depend on the status of the partners and the activities of the partnership. Partnerships and their partners (or other owners) should consult their own tax advisors with respect to the consequences to them under the circumstances described herein.

This discussion is based on the Code and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations as of the date hereof, changes to any of which subsequent to the date of this proxy statement/prospectus may affect the tax consequences described herein. No assurance can be

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given that the IRS would not assert, or that a court would not sustain, a contrary position. This summary does not address tax reporting requirements. This discussion also does not address the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. You are urged to consult your own tax advisor with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

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FIAC has not sought, and does not expect to seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

As used in this summary, the term “U.S. holder” means a beneficial owner of FIAC securities or New PubCo securities, that is for U.S. federal income tax purposes:

an individual who is a citizen or resident of the United States;

a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any State thereof or the District of Columbia;

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

As used in this summary, a “Non-U.S. holder” means a beneficial owner of FIAC Securities or New PubCo securities, as applicable, that is neither a U.S. holder nor a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes).

Unless the context requires otherwise, references to “we,” “us” or “our” in this section are to the business and operations of FIAC prior to the Business Combination and to New PubCo and its subsidiaries following the Business Combination.

Redemption of Class A Common Stock

In the event that a holder’s Class A Common Stock is redeemed pursuant to the redemption provisions described in this proxy statement/prospectus under the section titled “The FIAC Stockholders Meeting — Redemption Rights,” the treatment of the redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or other exchange of Class A Common Stock under Section 302 of the Code. If the redemption qualifies as a sale or exchange of Class A Common Stock, a U.S. holder will be treated in the same manner as described below under the section titled “— U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New PubCo Securities,” and a Non-U.S. holder will be treated in the same manner as described below under the section titled “— Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of New PubCo Securities.” If the redemption does not qualify as a sale or exchange of Class A Common Stock, a U.S. holder will be treated as receiving a corporate distribution with the tax consequences to a U.S. holder described below under the section titled “— U.S. Holders — Distributions on New PubCo Common Shares,” and the tax consequences to a Non-U.S. holder described below under the section titled “— Non-U.S. Holder — Distributions on New PubCo Common Shares.”

Whether a redemption of shares of Class A Common Stock qualifies for sale treatment will depend largely on the total number of Class A Common Stock treated as held by the redeemed holder before and after the redemption (including any stock constructively owned by the holder as a result of owning Private Placement Warrants or FIAC Warrants and any New PubCo securities that a holder would directly or indirectly acquire pursuant to the Business Combination) relative to all of FIAC’s shares outstanding both before and after the redemption. The redemption of Class A Common Stock generally will be treated as a sale or exchange of

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Class A Common Stock (rather than as a corporate distribution) if the redemption (1) is “substantially disproportionate” with respect to the holder, (2) results in a “complete termination” of the holder’s interest in FIAC or (3) is “not essentially equivalent to a dividend” with respect to the holder. These tests are explained more fully below.

In determining whether any of the foregoing tests result in a redemption qualifying for sale or exchange treatment, a holder takes into account not only shares of Class A Common Stock actually owned by the holder, but also shares of Class A Common Stock that are constructively owned by it. A holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the holder has an interest or that have an interest in such holder, as well as any stock that the holder has a right to acquire

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by exercise of an option, which would generally include Class A Common Stock which could be acquired pursuant to the exercise of the Private Placement Warrants or the FIAC Warrants. Moreover, any New PubCo securities that a holder directly or constructively acquires pursuant to the Business Combination generally should be included in determining the U.S. federal income tax treatment of the redemption.

In order to meet the substantially disproportionate test, the percentage of FIAC outstanding voting stock actually and constructively owned by the holder immediately following the redemption of Class A Common Stock must, among other requirements, be less than eighty percent (80%) of the percentage of FIAC outstanding voting stock actually and constructively owned by such holder immediately before the redemption (taking into account both redemptions by other holders of Class A Common Stock and the New PubCo Common Shares to be issued pursuant to the Business Combination). There will be a complete termination of a holder’s interest if either (1) all of the Class A Common Stock actually and constructively owned by such holder are redeemed or (2) all of the Class A Common Stock actually owned by such holder are redeemed and such holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and such holder does not constructively own any other stock. The redemption of Class A Common Stock will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the holder’s proportionate interest in FIAC. Whether the redemption will result in a meaningful reduction in a holder’s proportionate interest in FIAC will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation where such shareholder exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests are satisfied, then the redemption of Class A Common Stock will be treated as a corporate distribution to the redeemed holder and the tax consequences to a U.S. holder will be as described below under the section titled “U.S. Holders — Distributions on New PubCo Common Shares,” and the tax consequences to a Non-U.S. holder will be as described below under the section titled “Non-U.S. Holders — Distributions on New PubCo Common Shares.” After the application of those rules, any remaining tax basis of the holder in the redeemed Class A Common Stock will be added to the holder’s adjusted tax basis in its remaining stock, or, if it has none, to the holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it. A holder should consult its own tax advisors as to the tax consequences of a redemption of all or a portion of their Class A Common Stock.

Tax Classification of New PubCo as a U.S. Domestic Corporation

For U.S. federal income tax purposes, a corporation is generally considered a U.S. or “domestic” corporation (or U.S. tax resident) if it is organized in the United States, and a corporation is generally considered a “foreign” or non-U.S. corporation (or non-U.S. tax resident) if it is not organized in the United States. Notwithstanding the fact that New PubCo is incorporated under the laws of Canada, we expect it will be treated as a U.S. domestic corporation (and therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the Code and the Treasury Regulations promulgated thereunder.

Under Section 7874 of the Code, a corporation created or organized outside the United States will be treated as a U.S. corporation for U.S. federal income tax purposes if the following conditions are met: (i) the non-U.S. corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation, including the indirect acquisition of assets of the U.S. corporation by acquiring the outstanding shares of the U.S. corporation; (ii) the non-U.S. corporation’s “expanded affiliated group” does not have substantial business activities in the country in which the non-U.S. corporation is created or organized relative to such expanded affiliated group’s worldwide activities (the “Substantial Business Activities Test”); and (iii) the

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shareholders of the acquired U.S. corporation hold, by vote or value, at least 80% of the shares of the non-U.S. acquiring corporation after the acquisition by reason of holding shares in the U.S. acquired corporation (the “Ownership Test”).

As a result of the SPAC Continuance, New PubCo will acquire substantially all of the assets held by FIAC. Further, it is not expected that New PubCo will satisfy the substantial business activities test immediately after the SPAC Continuance. Accordingly, the application of Section 7874 to the SPAC Continuance is expected to depend upon satisfaction of the ownership test. Based upon the terms of the SPAC Continuance, the rules for determining share ownership under Section 7874 and the Treasury Regulations promulgated thereunder, and certain factual assumptions, it is expected that all holders of Class A Common Stock immediately prior to the

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SPAC Continuance will continue to hold all of New PubCo Common Shares immediately after the SPAC Continuance. Therefore, the ownership test will be satisfied and New PubCo will be treated as a U.S. corporation for U.S. federal income tax purposes if the SPAC Continuance is completed. However, whether the ownership test has been satisfied must be finally determined at completion of the SPAC Continuance, by which time there could be changes to the relevant facts and circumstances. In addition, the rules for determining ownership under Section 7874 are complex, unclear and the subject of recent and ongoing legislative and regulatory review and change. Accordingly, there can be no assurance that the IRS would not assert that New PubCo should be treated as a non-U.S. corporation for U.S. federal income tax purposes or that such an assertion would not be sustained by a court. If the IRS were to successfully challenge New PubCo’s status as a U.S. corporation for U.S. federal income tax purposes, the tax consequences described herein would be materially and fundamentally different. For example, in such circumstances, U.S. holders of FIAC securities could recognize gain as a result of the SPAC Continuance.

The remainder of this discussion assumes that New PubCo will be treated as a U.S. corporation for U.S. federal income tax purposes.

A number of significant and complicated U.S. federal income tax consequences may result from such classification, and this summary does not attempt to describe all such U.S. federal income tax consequences. Section 7874 of the Code and the Treasury Regulations promulgated thereunder do not address all of the possible tax consequences that arise from New PubCo being treated as a U.S. domestic corporation for U.S. federal income tax purposes. Accordingly, there may be additional or unforeseen U.S. federal income tax consequences to New PubCo that are not discussed in this summary.

Generally, New PubCo will be subject to U.S. federal income tax on its worldwide taxable income (regardless of whether such income is “U.S. source” or “foreign source”) and will be required to file a U.S. federal income tax return annually with the IRS. New PubCo anticipates that it will also be subject to tax in Canada. It is unclear how the foreign tax credit rules under the Code will operate in certain circumstances, given the treatment of New PubCo as a U.S. domestic corporation for U.S. federal income tax purposes and the taxation of New PubCo in Canada. Accordingly, it is possible that New PubCo will be subject to double taxation with respect to all or part of its taxable income. It is anticipated that such U.S. federal income, and Canadian, tax treatment will continue indefinitely and that the New PubCo Common Shares will be treated indefinitely as shares in a U.S. domestic corporation for U.S. federal income tax purposes, notwithstanding future transfers.

U.S. Holders

This section applies to you if you are a “U.S. holder.”

SPAC Continuance

The SPAC Continuance is intended to qualify as an “F reorganization” pursuant to Section 368(a) of the Code. Accordingly, a U.S. holder that is deemed to exchange FIAC securities (as a Delaware corporation) for New PubCo securities (as continued to the Province of Alberta, Canada) following the SPAC Continuance in pursuance of the plan of reorganization should not recognize capital gain or loss on the deemed exchange. Each such U.S. holder will have the same aggregate basis in its New PubCo securities after the SPAC Continuance as such U.S. holder had in the corresponding FIAC securities immediately prior to the SPAC Continuance. Such U.S. holder’s holding period in the New PubCo securities immediately following the SPAC Continuance will include such U.S. holder’s holding period in the corresponding FIAC securities immediately prior to the SPAC Continuance. Although the matter is not entirely clear, these consequences to the U.S. holders assume, and we intend to take the position, that the adoption of the post-continuance FIAC Articles in connection with the SPAC

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Continuance does not have any U.S. federal income tax consequences to U.S. holders. All U.S. holders of FIAC securities are urged to consult their tax advisers with respect to the potential tax consequences to them of the SPAC Continuance.

Ownership of New PubCo Common Shares and Warrants

Distributions on New PubCo Common Shares. A corporate distribution by New PubCo generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from New PubCo’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a non-taxable return of capital that will be applied

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against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in the New PubCo Common Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the New PubCo Common Shares and will be treated as described below under the section titled “— U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New PubCo Securities.”

Dividends paid by New PubCo to a U.S. holder that is treated as a corporation for U.S. federal income tax purposes generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid by New PubCo to a non-corporate U.S. holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with respect to the Class A Common Stock described in this proxy statement/prospectus may prevent a U.S. holder from satisfying the applicable holding period requirements for New PubCo Common Shares with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Dividends received by a U.S. holder generally will not be subject to U.S. withholding tax but will be subject to Canadian withholding tax. Such dividends may not qualify for a reduced rate of withholding tax under the Canada-U.S. Tax Convention. For U.S. federal income tax purposes, a U.S. holder may elect for any taxable year to receive either a credit or a deduction for all foreign income taxes paid by the holder during the year. Dividends paid by New PubCo will be characterized as U.S. source income for purposes of the foreign tax credit rules under the Code. Accordingly, U.S. holders generally will not be able to claim a credit for any Canadian tax withheld unless, depending on the circumstances, they have an excess foreign tax credit limitation due to other foreign source income that is subject to a low or zero rate of foreign tax. Subject to certain limitations, a U.S. holder should be able to take a deduction for the U.S. holder’s Canadian tax paid, provided that the U.S. holder has not elected to credit other foreign taxes during the same taxable year.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New PubCo Securities. Upon a U.S. holder’s sale, taxable exchange or other taxable disposition of New PubCo Securities, such U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized on the disposition of New PubCo Securities and the U.S. holder’s adjusted tax basis in the corresponding New PubCo Securities. A U.S. holder’s adjusted tax basis in its New PubCo Securities generally will equal such U.S. holder’s acquisition cost (and, in the case of New PubCo Common Shares, less any prior distributions paid to such U.S. holder with respect to its New PubCo Common Shares treated as a return of capital). Any such capital gain or loss generally will be long-term capital gain or loss if such U.S. holder’s holding period for the relevant New PubCo Securities so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. holders generally will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. U.S. holders who hold different blocks of New PubCo Securities (i.e., New PubCo Securities purchased or acquired on different dates or at different prices) should consult their own tax advisors to determine how the above rules apply to them.

Exercise or Lapse of a New PubCo Warrant. A U.S. holder generally will not recognize gain or loss upon the acquisition of a New PubCo Common Share on the exercise of a New PubCo Warrant for cash. A U.S. holder’s tax basis in New PubCo Common Shares received upon exercise of a New PubCo Warrant generally should be an amount equal to the sum of the U.S. holder’s tax basis in the New PubCo Warrant exchanged therefor and the exercise price. The U.S. holder’s holding period for the New PubCo Common Shares received upon exercise of a New PubCo Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the New PubCo Warrant and will not include the period during which the

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U.S. holder held the New PubCo Warrant. If a New PubCo Warrant is allowed to lapse unexercised, a U.S. holder generally will recognize a capital loss equal to such holder’s tax basis in the New PubCo Warrant.

The tax consequences of a cashless exercise of a New PubCo Warrant are not clear under current U.S. federal income tax law. A cashless exercise may be tax-deferred, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-deferred situation, a U.S. holder’s basis in the New PubCo Common Shares received would equal the holder’s basis in the New PubCo Warrants exercised therefor. If the cashless exercise were treated as a recapitalization, the holding period of the New PubCo Common Shares would include the holding period of the

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New PubCo Warrants exercised therefor. However, if the cashless exercise were treated as not being a realization event, a U.S. holder’s holding period in the New PubCo Common Shares may instead be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the New PubCo Warrants.

It is also possible that a cashless exercise of a New PubCo Warrant could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. holder could be deemed to have surrendered a number of New PubCo Warrants having a value equal to the aggregate exercise price of the total number of New PubCo Warrants to be exercised (the “surrendered warrants”). The U.S. holder would recognize capital gain or loss with respect to the surrendered warrants in an amount generally equal to the difference between (i) the total exercise price for the total number of warrants to be exercised and (ii) the U.S. holder’s adjusted basis in the warrants deemed surrendered. In this case, a U.S. holder’s tax basis in the New PubCo Common Shares received would equal the U.S. holder’s tax basis in the New PubCo Warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered warrants. A U.S. holder’s holding period for the New PubCo Common Shares would commence on the date following the date of exercise (or possibly the date of exercise) of the New PubCo Warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. holders should consult their tax advisors regarding the tax consequences of a cashless exercise of New PubCo Warrants.

Possible Constructive Dividends. The terms of each New PubCo Warrant provide for an adjustment to the number of New PubCo Common Shares for which the New PubCo Warrant may be exercised or to the exercise price of the New PubCo Warrant in certain events, as discussed in the section of this proxy statement/prospectus titled “Description of Securities of New PubCo.” An adjustment that has the effect of preventing dilution generally is not taxable. A U.S. holder of a New PubCo Warrant would, however, be treated as receiving a constructive distribution from New PubCo if, for example, the adjustment increases the holder’s proportionate interest in New PubCo’s assets or earnings and profits (e.g., through an increase in the number of New PubCo Common Shares that would be obtained upon exercise of such warrant) as a result of a distribution of cash to the holders of the New PubCo Common Shares which is taxable to the U.S. holders of such shares as described under “—Distributions on New PubCo Common Shares” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. holder of such warrant received a cash distribution from New PubCo equal to the fair market value of such increased interest.

Non-U.S. Holders

This section applies to you if you are a “Non-U.S. holder.”

SPAC Continuance

The U.S. federal income tax consequences of the SPAC Continuance to non-U.S. holders generally will correspond to the U.S. federal income tax consequences described above under “— U.S. Holders — SPAC Continuance,” except that, to the extent the SPAC Continuance results in a taxable exchange of FIAC securities, the tax consequences for a non-U.S. holder of recognizing gain in such a taxable exchange would correspond to the tax consequences of recognizing gain on a sale or other disposition of New PubCo securities described below under the heading “— Gain on Sale, Taxable Exchange or Other Taxable Disposition of New PubCo Securities.”

Ownership of New PubCo Common Shares and Warrants

Distributions on New PubCo Common Shares. A corporate distribution by New PubCo, to the extent paid out of New PubCo’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute a dividend for U.S. federal income tax purposes and, provided such dividend is not

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effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States (and, under certain income tax treaties, such dividend is not attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder), New PubCo will be required to withhold tax from the gross amount of the dividend at a rate of 30 percent (30%), unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. holder’s adjusted tax basis in its New PubCo

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Common Shares and, to the extent such distribution exceeds the Non-U.S. holder’s adjusted tax basis, as gain realized from the sale or other disposition of the New PubCo Common Shares, which will be treated as described below under the section titled “— Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of New PubCo Securities.”

The withholding tax described in the preceding paragraph does not apply to dividends paid to a Non-U.S. holder who provides an IRS Form W-8ECI certifying that the dividends are effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. holder that is a corporation for U.S. federal income tax purposes and is receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30 percent (30%) (or a lower applicable income tax treaty rate).

Gain on Sale, Taxable Exchange or Other Taxable Disposition of New PubCo Securities. A Non-U.S. holder generally will not be subject to U.S. federal income or withholding tax in respect of a sale, taxable exchange or other taxable disposition of New PubCo securities, unless:

the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder);

such Non-U.S. holder is an individual who is present in the United States for 183 days or more during the taxable year in which the disposition takes place and certain other conditions are met; or

New PubCo is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held the New PubCo securities and, in the circumstance in which such New PubCo securities are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of that class of New PubCo securities at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the New PubCo securities. There can be no assurance that the New PubCo securities will be treated as regularly traded on an established securities market for this purpose.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. holder that is a corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” at a 30 percent (30%) rate (or lower income tax treaty rate). If the second bullet point applies to a Non-U.S. holder, such Non-U.S. holder will be subject to U.S. tax on such Non-U.S. holder’s net capital gain for such year (including any gain realized in connection with the redemption) at a tax rate of 30 percent (30%).

If the third bullet point above applies to a Non-U.S. holder, any gain recognized by such Non-U.S. holder in the disposition will be subject to tax at generally applicable U.S. federal income tax rates. In addition, New PubCo may be required to withhold U.S. federal income tax at a rate of fifteen percent (15%) of the amount realized upon such disposition. We believe that we are not, and have not been at any time since our formation, a United States real property holding corporation and we do not expect to be a United States real property holding corporation immediately after the Business Combination is completed.

Exercise or Lapse of a New PubCo Warrant. The U.S. federal income tax characterization of a non-U.S. holder’s exercise of a New PubCo Warrant, or the lapse of a New PubCo Warrant held by a non-U.S. holder, generally will correspond to the U.S. federal income tax characterization of the exercise or lapse of a warrant by a U.S. holder, as

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described above in the section titled “— U.S. Holders — Exercise or Lapse of a New PubCo Warrant.” To the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described in the preceding paragraphs for a non-U.S. holder’s gain on the sale or other disposition of New PubCo Warrants.

Possible Constructive Dividends. The characterization for U.S. federal income tax purposes of adjustments to the number of New PubCo Common Shares for which a New PubCo Warrant may be exercised or the exercise price of a New PubCo Warrant in certain events will generally correspond to the U.S. federal income tax characterization of such adjustments with respect to a U.S. holder’s New PubCo Warrant, as described above

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under “— U.S. Holders — Possible Constructive Distributions.” The U.S. federal income tax consequences for a non-U.S. holder of a constructive distribution would be the same as the U.S. federal income tax consequences of receiving a cash distribution from New PubCo equal to the fair market value of the increased interest in New PubCo’s assets or earnings and profits, as described above under “— Distributions on New PubCo Common Shares.”

Information Reporting and Backup Withholding

Dividend payments with respect to Class A Common Stock and proceeds from the sale, taxable exchange or taxable redemption of Class A Common Stock may be subject to information reporting to the IRS and possible U.S. backup withholding at a twenty-four percent (24%) rate. Backup withholding will not apply, however, to a U.S. holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Amounts treated as dividends that are paid to a Non-U.S. holder are generally subject to reporting on IRS Form 1042-S even if the payments are exempt from withholding. A Non-U.S. holder generally will eliminate any other requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

FATCA Withholding Taxes

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding of 30 percent (30%) on payments of dividends (including amounts treated as dividends received pursuant to a redemption of stock) on Class A Common Stock and New PubCo Common Shares. Previously, withholding with respect to the gross proceeds of a disposition of any stock, debt instrument, or other property that can produce U.S.-source dividends or interest was scheduled to begin on January 1, 2019; however, such withholding has been eliminated under proposed U.S. Treasury regulations, which can be relied on until final regulations become effective. In general, no such withholding will be required with respect to a U.S. holder or an individual Non-U.S. holder that timely provides the certifications required on a valid IRS Form W-9 or applicable IRS Form W-8, respectively. Holders potentially subject to withholding include “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. All holders of Class A Common Stock should consult their tax advisers regarding the effects of FATCA on a redemption of Class A Common Stock.

THE FOREGOING IS A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO THE REDEMPTIONS, THE SPAC CONTINUANCE AND THE ADOPTION OF THE POST-CONTINUANCE FIAC ARTICLES, THE BUSINESS COMBINATION AND THE

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OWNERSHIP AND DISPOSITION OF NEW PUBCO SECURITIES WITHOUT REGARD TO THE PARTICULAR FACTS AND CIRCUMSTANCES OF EACH HOLDER OF CLASS A COMMON STOCK. HOLDERS OF CLASS A COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE FOREGOING, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

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Certain Canadian Federal Income Tax Considerations

The following is, as of the date of this proxy statement/prospectus, a general summary of the principal Canadian federal income tax considerations under the Tax Act and the regulations thereunder (the “Regulations”) generally applicable to a holder of Per Common Share Amalgamation Consideration, being New PubCo Common Shares received by such holder in exchange for issued and outstanding Company Shares pursuant to the Amalgamation after the SPAC Continuance. This summary only applies to such a holder who, at all relevant times and for the purposes of the Tax Act, beneficially owns such New PubCo Common Shares and Company Shares, deals at arm’s length with FIAC and FIAC’s underwriters, is not affiliated with FIAC or FIAC’s underwriters, and holds such New PubCo Common Shares and Company Shares as capital property (each, a “Holder”), all within the meaning of the Tax Act. The New PubCo Common Shares will generally be considered to be capital property to a Holder unless the Holder holds or uses the New PubCo Common Shares or is deemed to hold or use New PubCo Common Shares in the course of carrying on a business of trading or dealing in securities or has acquired them or is deemed to have acquired them in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder (a) that is a “financial institution” for purposes of the mark-to-market rules contained in the Tax Act; (b) an interest in which is or would constitute a “tax shelter investment” as defined in the Tax Act; (c) that is a “specified financial institution” as defined in the Tax Act; (d) that is a corporation resident in Canada (for the purposes of the Tax Act) or a corporation that does not deal at arm’s length with a corporation resident in Canada, and that is or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of New PubCo Common Shares, controlled by a non-resident person, or group of non-resident persons not dealing at arm’s length for the purposes of the “foreign affiliate dumping” rules in Section 212.3 of the Tax Act, all within the meaning of the Tax Act; (e) that reports its “Canadian tax results”, as defined in the Tax Act, in a currency other than Canadian currency; (f) that is exempt from tax under the Tax Act; (g) that has entered into, or will enter into, a “synthetic disposition arrangement” or a “derivative forward agreement” with respect to New PubCo Common Shares, as those terms are defined in the Tax Act; (h) that has received or will receive New PubCo Common Shares as a result of the exercise of an employee stock option, settlement of a restricted stock unit or pursuant to any other equity-based compensation plan; or (i) that receives dividends on its New PubCo Common Shares under, or as part of, a “dividend rental arrangement” as defined in the Tax Act. Such Holders should consult their own tax advisors with respect to their acquisition and holding of New PubCo Common Shares.

This summary does not address (a) the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of New PubCo Common Shares, (b) the tax considerations applicable to holders of stock options, restricted stock units or any other equity-based compensation award, or (c) the tax considerations applicable in respect of the SPAC Continuance or the Business Combination, except only in respect of the Amalgamation and as expressly set out below under the heading “— SPAC Continuance.”

This summary is based on the current provisions of the Tax Act and the Regulations in force as of the date of this proxy statement/prospectus, specific proposals to amend the Tax Act and the Regulations (the “Tax Proposals”) which have been announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, the current provisions of the Canada United States Tax Convention (1980) (the “Canada-U.S. Tax Convention”), and counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) publicly available prior to the date hereof. This summary assumes that the Tax Proposals will be enacted in the form proposed and does not take into account or anticipate any other changes in law or any changes in the CRA’s administrative policies and assessing practices, whether by way of judicial, legislative or governmental decision or action, nor does it take into account any other federal or

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any provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein. No assurances can be given that the Tax Proposals will be enacted as proposed or at all, or that legislative, judicial, or administrative changes will not modify or change the statements expressed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to the Amalgamation or the acquisition or holding of New PubCo Common Shares. This summary is of a general

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nature only and is not intended to be, and should not be construed to be, legal, business, or income tax advice to any particular Holder. Holders should consult their own income tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.

SPAC Continuance

As discussed in more detail under the heading “The SPAC Continuance Proposal (Proposal 2)” in this proxy statement/prospectus, upon the SPAC Continuance, the DCGL will cease to apply to FIAC and FIAC will thereupon become subject to the BCBCA. The SPAC Continuance, in and of itself, will not create a new legal entity, affect the continuity of FIAC as a legal entity, or result in a disposition, for purposes of the Tax Act, by FIAC stockholders of the issued and outstanding shares they hold in FIAC at the time of the SPAC Continuance.

Amounts Determined in Canadian Dollars

Generally, for purposes of the Tax Act, all amounts relating to New PubCo Common Shares (including dividends, cost, adjusted cost base, and proceeds of disposition) must be expressed in Canadian dollars. Amounts denominated in U.S. dollars or other currencies must be converted into Canadian dollars using the daily exchange rate published by the Bank of Canada on the particular date the particular amount arose, or such other rate of exchange as may be accepted by the CRA. Holders may therefore realize additional income or gain by virtue of changes in foreign exchange rates and are advised to consult with their own tax advisors in this regard. Currency tax issues are not discussed further in this summary.

Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for the purposes of the Tax Act, is resident or deemed to be resident in Canada at all relevant times (each, a “Resident Holder”). Certain Resident Holders whose New PubCo Common Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have New PubCo Common Shares, and every other “Canadian security,” as defined in the Tax Act, owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

Amalgamation

Under the Tax Act, a Resident Holder who is not a Dissenting Resident Holder (as defined below) should not realize a capital gain or a capital loss as a result of the exchange of that Resident Holder’s Company Shares for New PubCo Common Shares (and no other consideration) pursuant to the Amalgamation. The cost to that Resident Holder of the New PubCo Common Shares received on the Amalgamation will be equal to the total adjusted cost base of the Company Shares to that Resident Holder immediately before the Amalgamation.

A Resident Holder who is paid for their Company Shares by New PubCo or Amalco pursuant to the valid exercise of a statutory dissent right in respect of the Amalgamation (a “Dissenting Resident Holder”) will be considered to have disposed of those Company Shares for proceeds of disposition equal to the amount paid, other than interest awarded by a court. Under certain published administrative practices of the CRA, such a disposition of Company Shares should generally give rise to a capital gain or capital loss (rather than a deemed dividend) equal to the amount by which the proceeds of disposition of those Company Shares exceed (or are exceeded by) the aggregate adjusted cost base of those Company Shares to that Dissenting Resident Holder. Because of the uncertainty under the Tax Act as to whether such amount paid to a Dissenting Resident Holder will give rise to a capital gain (or capital loss) rather than a deemed dividend, Dissenting Resident Holders should consult their own tax advisors in this regard.

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~~Taxation of Dividends~~

In the case of a Resident Holder who is an individual (including certain trusts), dividends (including deemed dividends) received on New PubCo Common Shares will be included in the Resident Holder’s income and be subject to the gross up and dividend tax credit rules applicable to taxable dividends received by an individual from taxable Canadian corporations, including the enhanced gross up and dividend tax credit for “eligible dividends” properly designated as such by FIAC. There may be limitations on the ability of FIAC to designate dividends as eligible dividends. Taxable dividends received by such Resident Holder who is an individual (including certain trusts) may give rise to minimum tax under the Tax Act.

In the case of a Resident Holder that is a corporation, such dividends (including deemed dividends) received on New PubCo Common Shares will be included in the Resident Holder’s income and will normally be deductible in computing such Resident Holder’s taxable income, subject to certain restrictions and special rules under the Tax Act. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors with respect to the application of subsection 55(2) of the Tax Act having regard to their own circumstances.

A Resident Holder that is a “private corporation” or “subject corporation,” as such terms are defined in the Tax Act, may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on New PubCo Common Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the year.

~~Disposition of New PubCo Common Shares~~

A Resident Holder who disposes of, or is deemed to have disposed of, a New PubCo Common Share (other than to FIAC, unless purchased by FIAC in the open market in the manner in which shares are normally purchased by any member of the public in the open market) will realize a capital gain (or incur a capital loss) equal to the amount by which the proceeds of disposition in respect of the New PubCo Common Share exceed (or are exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such New PubCo Common Share immediately before the disposition or deemed disposition and any reasonable expenses incurred for the purpose of making the disposition. The adjusted cost base to a Resident Holder of a New PubCo Common Share will be determined by averaging the cost of that New PubCo Common Share with the adjusted cost base (determined immediately before the acquisition of the New PubCo Common Share) of all other New PubCo Common Shares held as capital property at that time by the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “— ~~Taxation of Capital Gains and Losses.~~”

~~Taxation of Capital Gains and Losses~~

~~Generally, one half of any capital gain (a “taxable capital gain~~”) realized by a Resident Holder must be included in the Resident Holder’s income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, one half of any capital loss incurred by a Resident Holder (an “~~allowable capital loss~~”) must generally be deducted from taxable capital gains realized by the Resident Holder in the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in the three preceding taxation years or carried forward and deducted in any subsequent year against taxable capital gains realized in such years, in the circumstances and to the extent provided in the Tax Act.

A capital loss realized on the disposition of a New PubCo Common Share by a Resident Holder that is a corporation may in certain circumstances be reduced by the amount of dividends which have been previously received or deemed to have been received by the Resident Holder on the New PubCo Common Shares. Similar rules may apply where a corporation is, directly or indirectly through a trust or partnership, a member of a partnership or a beneficiary of a trust that owns New PubCo Common Shares. A Resident Holder to which these rules may be relevant is urged to consult its own tax advisor.

~~Capital gains realized by an individual (including certain trusts) may result in the individual paying minimum tax under the Tax Act.~~

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A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation,” as defined in the Tax Act, or a “substantive CCPC,” as defined in the Tax Proposals, may be liable to pay an additional refundable tax on its “aggregate investment income,” which is defined in the Tax Act to include an amount in respect of taxable capital gains.

~~Non-Residents of Canada~~

The following portion of this summary is generally applicable to a Holder who, for purposes of the Tax Act and at all relevant times, is neither resident nor deemed to be resident in Canada and does not use or hold, and will not be deemed to use or hold, New PubCo Common Shares in a business carried on in Canada (each, a “~~Non-Resident Holder”). The term “U.S. Holder” solely for the purposes of this summary under the heading “Certain Canadian Federal Income Tax Considerations,~~” means a Non-Resident Holder who, for purposes of the Canada-U.S. Tax Convention, is at all relevant times a resident of the United States and is a “qualifying person” within the meaning of the Canada-U.S. Tax Convention. In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may not be entitled to benefits under the Canada-U.S. Tax Convention. U.S. Holders are urged to consult their own tax advisors to determine their entitlement to benefits under the Canada-U.S. Tax Convention based on their particular circumstances.

Special considerations, which are not discussed in this summary, may apply to a Non-Resident Holder that is (a) an insurer that carries on an insurance business in Canada and elsewhere; (b) an “authorized foreign bank” as defined in the Tax Act; or (c) a “foreign affiliate,” as defined in the Tax Act, of a person resident in Canada. Such Non-Resident Holders should consult their own advisors.

~~Amalgamation~~

Under the Tax Act, a Non-Resident Holder who is not a Dissenting Non-Resident Holder (as defined below) should not realize a capital gain or a capital loss as a result of the exchange of that Non-Resident Holder’s Company Shares for New PubCo Common Shares (and no other consideration) pursuant to the Amalgamation. The cost to that Non-Resident Holder of the New PubCo Common Shares received on the Amalgamation will be equal to the total adjusted cost base of the Company Shares to that Non-Resident Holder immediately before the Amalgamation.

~~A Non-Resident Holder who is paid for their Company Shares by New PubCo or Amalco pursuant to the valid exercise of a statutory dissent right in respect of the Amalgamation (a “Dissenting Non-Resident Holder~~”) will be considered to have disposed of those Company Shares for proceeds of disposition equal to the amount paid, other than interest awarded by a court. Under certain published administrative practices of the CRA, such a disposition of Company Shares should generally give rise to a capital gain or capital loss (rather than a deemed dividend) equal to the amount by which the proceeds of disposition of those Company Shares exceed (or are exceeded by) the aggregate adjusted cost base of those Company Shares to that Dissenting Non-Resident Holder. Because of the uncertainty under the Tax Act as to whether such amount paid to a Dissenting Non-Resident Holder will give rise to a capital gain (or capital loss) rather than a deemed dividend, Dissenting Non-Resident Holders should consult their own tax advisors in this regard. Any interest awarded by a court and paid by New PubCo or Amalco should not be subject to withholding tax under the Tax Act.

Taxation of Dividends

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dividends” properly designated as such by FIAC. There may be limitations on the ability of FIAC to designate dividends as eligible dividends. Taxable dividends received by such Resident Holder who is an individual (including certain trusts) may give rise to minimum tax under the Tax Act.

Disposition of New PubCo Common Shares

Taxation of Capital Gains and Losses

Generally, one half of any capital gain (a “taxable capital gain”) realized by a Resident Holder must be included in the Resident Holder’s income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, one half of any capital loss incurred by a Resident Holder (an “allowable capital loss”) must generally be deducted from taxable capital gains realized by the Resident Holder in the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in the three preceding taxation years or carried forward and deducted in any subsequent year against taxable capital gains realized in such years, in the circumstances and to the extent provided in the Tax Act.

Capital gains realized by an individual (including certain trusts) may result in the individual paying minimum tax under the Tax Act.

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Non-Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for purposes of the Tax Act and at all relevant times, is neither resident nor deemed to be resident in Canada and does not use or hold, and will not be deemed to use or hold, New PubCo Common Shares in a business carried on in Canada (each, a “Non-Resident Holder”). The term “U.S. Holder” solely for the purposes of this summary under the heading “Certain Canadian Federal Income Tax Considerations,” means a Non-Resident Holder who, for purposes of the Canada-U.S. Tax Convention, is at all relevant times a resident of the United States and is a “qualifying person” within the meaning of the Canada-U.S. Tax Convention. In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may not be entitled to benefits under the Canada-U.S. Tax Convention. U.S. Holders are urged to consult their own tax advisors to determine their entitlement to benefits under the Canada-U.S. Tax Convention based on their particular circumstances.

Amalgamation

A Non-Resident Holder who is paid for their Company Shares by New PubCo or Amalco pursuant to the valid exercise of a statutory dissent right in respect of the Amalgamation (a “Dissenting Non-Resident Holder”) will be considered to have disposed of those Company Shares for proceeds of disposition equal to the amount paid, other than interest awarded by a court. Under certain published administrative practices of the CRA, such a disposition of Company Shares should generally give rise to a capital gain or capital loss (rather than a deemed dividend) equal to the amount by which the proceeds of disposition of those Company Shares exceed (or are exceeded by) the aggregate adjusted cost base of those Company Shares to that Dissenting Non-Resident Holder. Because of the uncertainty under the Tax Act as to whether such amount paid to a Dissenting Non-Resident Holder will give rise to a capital gain (or capital loss) rather than a deemed dividend, Dissenting Non-Resident Holders should consult their own tax advisors in this regard. Any interest awarded by a court and paid by New PubCo or Amalco should not be subject to withholding tax under the Tax Act.

Taxation of Dividends

Subject to an applicable tax treaty or convention, dividends paid or credited, or deemed to be paid or credited, to a Non-Resident Holder on New PubCo Common Shares will be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend. Such rate is generally reduced under the Canada-U.S. Tax Convention to 15% if the beneficial owner of such dividend is a U.S. Holder. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of FIAC. In addition, under the Canada-U.S. Tax Convention, dividends may be exempt from such Canadian withholding tax if paid to certain U.S. Holders that are qualifying religious, scientific, literary, educational or charitable tax exempt organizations or qualifying trusts, companies, organizations or arrangements operated exclusively to administer or provide pension, retirement or employee benefits or benefits for the self-employed under one or more funds or plans established to provide pension or retirement benefits or other employee benefits that are exempt from tax in the United States and that have complied with specific administrative procedures.

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The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting, of which Canada is a signatory, affects many of Canada’s tax treaties and conventions (but not the Canada-U.S. Tax Convention), including the ability to claim benefits under those tax treaties and conventions. As a result, Non-Resident Holders should consult their own tax advisors to determine their entitlement to relief under any particular applicable tax treaty or convention in their particular circumstances.

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Disposition of New PubCo Common Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition of New PubCo Common Shares, unless New PubCo Common Shares constitute “taxable Canadian property,” as defined in the Tax Act, of the Non-Resident Holder at the time of the disposition and are not “treaty-protected property,” as defined in the Tax Act, of the Non-Resident Holder at the time of the disposition.

Generally, as long as New PubCo Common Shares are then listed on a designated stock exchange (which currently includes Nasdaq), New PubCo Common Shares will not constitute “taxable Canadian property” of a Non-Resident Holder at that time unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently: (a) the Non-Resident Holder, persons with which the Non-Resident Holder does not deal at arm’s length, partnerships whose members include, either directly or indirectly through one or more partnerships, the Non-Resident Holder or persons which do not deal at arm’s length with the Non-Resident Holder, or any combination of them, owned 25% or more of the issued shares of any class or series of shares in the capital of FIAC, and (b) more than 50% of the fair market value of New PubCo Common Shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource properties,” “timber resource properties” (each as defined in the Tax Act), and options in respect of or interests in, or for civil law rights in, any such property (whether or not such property exists). Notwithstanding the foregoing, a New PubCo Common Share may also be deemed to be taxable Canadian property of a Non-Resident Holder in certain circumstances.

Even if the New PubCo Common Shares are considered to be “taxable Canadian property” to a Non-Resident Holder, the Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition of New PubCo Common Shares if New PubCo Common Shares are “treaty-protected property” of the Non-Resident Holder at the time of the disposition. In the case of a U.S. Holder, the New PubCo Common Shares of such U.S. Holder will generally constitute “treaty-protected property” for purposes of the Tax Act unless the value of the New PubCo Common Shares are derived principally from real property situated in Canada. For this purpose, “real property” has the meaning that term has under the laws of Canada and includes any option or similar right in respect thereof and usufruct of real property, rights to explore for or to exploit mineral deposits, sources and other natural resources and rights to amounts computed by reference to the amount or value of production from such resources.

If New PubCo Common Shares are taxable Canadian property of a Non-Resident Holder and are not treaty-protected property of the Non-Resident Holder at the time of their disposition, the consequences above under “— Residents of Canada — Disposition of New PubCo Common Shares” and “— Residents of Canada — Taxation of Capital Gains and Losses” will generally apply.

Non-Resident Holders whose New PubCo Common Shares are taxable Canadian property should consult their own advisors.

Eligibility for Investment

New PubCo Common Shares, if issued on the date hereof and listed on a “designated stock exchange” as defined in the Tax Act (which includes Nasdaq), would at that time be a “qualified investment” under the Tax Act and the Regulations for a trust governed by a “registered retirement savings plan” (“RRSP”), “registered retirement income fund” (“RRIF”), “tax-free savings account” (“TFSA”), “registered education savings plan” (“RESP”), “deferred profit sharing plan,” “registered disability savings plan” (“RDSP”) or “first home savings account” (“FHSA”), as those terms are defined in the Tax Act.

Notwithstanding that New PubCo Common Shares may be a qualified investment for an RRSP, RRIF, TFSA, RESP, RDSP or FHSA (each, a “Registered Plan”), if such New PubCo Common Shares are a “prohibited investment” within the meaning of the Tax Act for a Registered Plan, the holder, annuitant or

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subscriber of the Registered Plan, as the case may be, will be subject to penalty taxes as set out in the Tax Act. New PubCo Common Shares will generally be a “prohibited investment” for a Registered Plan if the holder, annuitant or subscriber, as the case may be, does not deal at arm’s length with FIAC for the purposes of the Tax Act or has a “significant interest,” as defined in the Tax Act, in FIAC, unless New PubCo Common Shares are “excluded property” within the meaning of the Tax Act, for the Registered Plan.

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Holders and annuitants of Registered Plans should consult their own tax advisors with respect to whether any of its New PubCo Common Shares would be prohibited investments having regard to their particular circumstances.

Material Differences in Shareholder Rights

See “The SPAC Continuance Proposal (Proposal 2) — Comparison of DGCL and ABCA” for a summary comparison of certain provisions of the DGCL and the ABCA. This summary is not intended to be exhaustive and is qualified in its entirety by the full provisions of the DGCL, the ABCA, and the governing documents of FIAC or Amalco, as applicable.

Vote Required ~~Vote with Respect to the Business Combination Proposal~~for Approval

The Business Combination is conditioned on the approval of the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal and the Charter Proposal at the FIAC Stockholders Meeting. Approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of FIAC Common Stock. A stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, as well a broker non-vote or abstention, will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The Sponsor and FIAC’s directors and officers have agreed to vote any FIAC Common Stock owned by them in favor of the Business Combination pursuant to the Sponsor Side Letter. As of the Record Date, such stockholders beneficially owned 5,750,000 shares of FIAC Common Stock, excluding shares issuable upon the exercise of ~~warrants.~~warrants, amounting to approximately 77% of the outstanding shares of FIAC Common Stock. Accordingly, the Business Combination Proposal will be approved if the Sponsor votes in favor of such Proposal, even if all other stockholders vote against such Proposal. As of the date hereof, the Sponsor and FIAC’s directors and officers have not purchased any additional FIAC Common Stock.

Recommendation of the FIAC Board

THE FIAC BOARD RECOMMENDS THAT FIAC STOCKHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

The existence of financial and personal interests of one or more of FIAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of FIAC and its stockholders and what he or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Proposals. In addition, FIAC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal (Proposal 1) — Interests of FIAC’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

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THE SPAC CONTINUANCE PROPOSAL (PROPOSAL 2)

General

FIAC is currently incorporated as a Delaware corporation. Pursuant to the Business Combination Agreement and subject to the terms and conditions contained therein, in connection with the Business Combination, FIAC proposes to be continued from the State of Delaware to the Province of Alberta, Canada, and continue as a company existing under the ABCA. This transaction is known as a “continuance” under Alberta law. As discussed in this proxy statement/prospectus, FIAC stockholders are being asked to consider and vote upon a proposal to approve the SPAC Continuance, and in connection therewith, the adoption of the post-continuance FIAC Articles in substantially the form attached to this proxy statement/prospectus as Annex B. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the SPAC Continuance. In particular, you are directed to the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus.

Effect of Continuance

Upon the SPAC Continuance, the DGCL will cease to apply to FIAC, and FIAC will thereupon become subject to the ABCA. The SPAC Continuance will not create a new legal entity, affect the continuity of FIAC or result in a change in its business. The FIAC Board would continue to constitute the board of directors of FIAC upon the SPAC Continuance becoming effective.

The SPAC Continuance will not affect FIAC’s status as a listed company on Nasdaq, as a reporting issuer under the securities laws of the United States, and FIAC would remain subject to the requirements of such laws.

As of the Effective Time of the SPAC Continuance, the FIAC Charter will be replaced with the post-continuance FIAC Articles under the ABCA, the legal domicile of FIAC will be the Province of Alberta and FIAC will no longer be subject to the provisions of the DGCL.

Comparison of DGCL and ABCA

Following the SPAC Continuance, FIAC will be governed by the ABCA. Although the rights and privileges of stockholders under the ABCA are in certain instances comparable to those under the DGCL, there are several notable differences, and stockholders are advised to review the information contained in this proxy statement and to consult with their professional advisors. The following is a summary comparison of certain provisions of the DGCL and the ABCA. This summary is not intended to be exhaustive and is qualified in its entirety by the full provisions of the DGCL, the ABCA, and the governing documents of FIAC and New PubCo, as applicable. The following summary does not generally reflect any of the rules of Nasdaq or securities laws that may apply to FIAC or New PubCo, as applicable.

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	DGCL	ABCA
	purchase or redeem out of capital any of its own shares which are entitled upon any distribution of its assets to a preference over another class or series of its shares if such shares will be retired and the capital reduced.	Pursuant to the ABCA, except in limited circumstances set out in the ABCA, a company shall not hold shares in itself.

Compulsory Acquisitions	Under certain circumstances, the DGCL permits an acquiring party to compulsorily acquire the shares of minority holders by acquiring pursuant to a tender offer the requisite number of shares required to adopt a merger agreement by such corporation’s organizational documents (the “Offeror”). If an Offeror has obtained the requisite number of shares to which the offer relates, the Offeror may require any nontendering shareholder to transfer its shares on the same terms as the original offer. In those circumstances, nontendering stockholders will be compelled to sell their shares.	The ABCA provides that if, within 120 days after the making of an offer to acquire shares, or any class of shares, of a company, the offer is accepted by the holders of not less than 90% of the shares (other than the shares held by the offeror or an affiliate of the offeror) of any class of shares to which the offer relates, the offeror is entitled, upon giving proper notice within 180 days after the date of the offer, to acquire (on the same terms on which the offeror acquired shares from those holders of shares who accepted the offer) the shares held by those holders of shares of that class who did not accept the offer. Offerees may apply to the court, within 20 days of the offeror paying the money or transferring the consideration for the shares, and the court may set a different price or terms of payment and may make any consequential orders or directions as it considers appropriate.

Size of Board of Directors	The number of directors is fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate of incorporation. The bylaws may provide that the board may increase the size of the board and fill any vacancies.	The ABCA states that a company shall have one or more directors but a reporting issuer whose shares are held by more than one person shall have not fewer than 3 directors, at least 2 of whom are not officers or employees of the company or its affiliates.

Director Qualifications	The DGCL has no similar requirements; however, the governance standards of both the Nasdaq Capital Market and the Toronto Stock Exchange require a majority of a listed company’s directors to be independent.	Both the ABCA and certain applicable provincial securities legislation and policies, prescribe director independence requirements.

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	DGCL	ABCA
Election and Appointment of Directors	The DGCL does not contain provisions with respect of the appointment and election of directors.	The ABCA provides for the election of directors by an ordinary resolution at an annual meeting of shareholders. An “ordinary resolution” means a resolution (1) passed by a majority of the votes cast by the shareholders who voted in respect of that resolution, or (2) signed by all the shareholders entitled to vote on that resolution.
Removal and Term of Directors	Any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows: (1) unless the certificate of incorporation otherwise provides, in the case of a corporation with a classified board, stockholders may effect such removal only for cause; or (2) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board.	Under the ABCA, provided that the articles of a company do not provide for cumulative voting, shareholders of the company may, by ordinary resolution passed at a special meeting, remove any director or directors from office. If holders of a class or series of shares have the exclusive right to elect one or more directors, a director elected by them may only be removed by an “ordinary resolution” at a meeting of the shareholders of that class or series. All directors are eligible for re-election or re-appointment.

Fiduciary Duties of Directors and Officers	Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders.	Directors of a company incorporated under the ABCA have fiduciary obligations to the company. The ABCA requires directors and officers of an Alberta company, in exercising their powers and discharging their duties, to act honestly and in good faith with a view to the best interests of the company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Conflicts of Interest of Directors	The DGCL does not contain provisions with respect to the conflict of interest of directors.	Under the ABCA, a director or officer of a company must (i) act honestly and in good faith with a view to the best interests of the company; (ii) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; (iii) act in accordance with the ABCA and the regulations thereunder; and (iv) subject to (i) to (iii), act in accordance with the articles and bylaws of the company. These statutory duties are in addition to duties under common law and equity.

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						The ABCA provides that a director or senior officer of a company holds a disclosable interest in a contract or transaction if the contract or transaction is material to the company, the company has entered, or proposes to enter, into the contract or transaction, either of (a) the director or senior officer has a material interest in the contract or transaction or (b) the director or senior officer is a director or senior officer of, or has a material interest in, a person who has a material interest in the contract or transaction, and the interest is known by the director or senior officer or reasonably ought to have been known. The ABCA provides that a director of a company is required to disclose his or her interest with respect to a material contract or transaction or proposed material contract or transaction, with the company. Under the ABCA, directors do not have to abstain from voting on matters related to director compensation. A director or senior officer of a company may be liable to account to the company for any profit that accrues to the director or senior officer under or as a result of a contract or transaction in which the director or senior officer holds a disclosable interest. A contract or transaction in respect of which such conflict of interest disclosure has been made may be approved by the directors or by a special resolution. A director who has a disclosable interest in a contract or transaction is not entitled to vote on any directors’ resolution to approve that contract or transaction.

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						owners of shares of at least five percent of the issued voting shares of the company; (c) provide to the company his or her name and address and the names and addresses of those registered holders or beneficial owners of shares who support the proposal; and (d) continue to hold or own the prescribed number of shares up to and including the day of the meeting at which the proposal is to be made. Under the ABCA, subject to certain exemptions, if so requested by the registered holder or beneficial owner of shares, the company shall include in the management proxy circular or attach to it a statement by the registered holder or beneficial owner of shares of not more than 200 words in support of the proposal, and the name and address of the registered holder or beneficial owner of shares. If a company refuses to include a proposal in a management proxy circular, the company shall, within 10 days after receiving the proposal, notify the registered holder or beneficial owner of shares submitting the proposal of its intention to omit the proposal from the management proxy circular and send to the registered holder or beneficial owner of shares a statement of the reasons for the refusal. The registered holder or beneficial owner of shares to whom such notice is sent may apply to the court for a review of the company’s decision. The court may restrain the holding of the annual general meeting in relation to which the proposal is made and may make any other order it considers appropriate. The company or any person claiming to be aggrieved by a proposal may apply to the court for an order permitting or requiring the company to refrain from processing the proposal and the court, if it is satisfied, may make such order as it considers appropriate.

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Voluntary Dissolution	A company may be wound up voluntarily in a number of ways: (i) Automatically, if its articles of continuance provide that on the termination of any period or the happening of any event, the company shall be wound up and dissolved; (ii) When the period fixed by the articles of continuance for the duration of the company expires, or when an event occurs which, under the articles of continuance, causes the company to be wound up and dissolved; (iii) If the stockholders of the company pass a special resolution requiring the company to be wound up voluntarily and appointing a liquidator of their choice; or (iv) If the stockholders of the company pass an ordinary resolution requiring it to be wound up voluntarily because it is unable to pay its debts as they fall due. The commencement of voluntary liquidation does not require sanction or action by the court. A company that has been liquidated and dissolved cannot be revived as a legal person.	Pursuant to the ABCA, a company may be voluntary dissolved under the following circumstances: (i) a company that has not issued any shares and that has no property and no liabilities may be dissolved at any time by resolution of all the directors; (ii) a company that has no property and no liabilities may be dissolved by special resolution of the shareholders or, if it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote; (iii) a company whose liabilities have been fully assumed by its parent company may be dissolved by special resolution of the shareholders or, if it has issued more than one class of shares, by special resolutions of each class whether or not they are otherwise entitled to vote, if (a) the parent company is a Canadian company, (b) the parent company has not less than 90% of the shares of the company, and (c) an officer of the parent company provides a statutory declaration that the liabilities of the company have been fully assumed by the parent company. (iv) a company that has property or liabilities, or both, may be dissolved by special resolution of the shareholders or, if it has issued more than one class of shares, by special resolutions of the holders of each class whether or not they are otherwise entitled to vote, if (a) by the special resolution or resolutions the shareholders authorize the directors to cause the company to distribute all property and discharge all liabilities, and (b) the company has distributed all property and discharged all liabilities before it submits its articles of dissolution.

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Business Combinations			Section 203 of the DGCL provides, with some exceptions, that a Delaware corporation may not engage in any business combination with a person, or an affiliate or associate of such person, who is an interested stockholder for three years from the time that person became an interested stockholder unless: • the board of directors approved the transaction before the “interested stockholder” obtained such status; • upon consummation of the transaction that resulted in the stockholder becoming an “interested stockholder,” the “interested stockholder” owned at least 85% of a Delaware corporation’s outstanding voting stock at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by persons who are directors and are also officers and (ii) employee stock plans in which the participants do not have the right to determine confidentially whether shares held subject to the plans will be tendered in the tender or exchange offer; or • on or subsequent to such date, the business combination or merger is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by two-thirds of the holders of the outstanding common stock not owned by the “interested stockholder.” A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns 15% or more of a corporation’s voting stock or within three years did own 15% or more of a corporation’s voting stock.			A corporation may, at its option, exclude itself from the coverage of Section 203 by an appropriate provision in its certificate of incorporation. Although there is no comparable provision relating to business combinations under the ABCA, restrictions on business combinations do exist under applicable Canadian provincial securities laws. Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions (“MI 61-101”) which is applicable to reporting issuers in Alberta, contains detailed requirements in connection with “related party transactions.” A “related party transaction” as defined under MI 61-101 means, generally, any transaction by which an issuer, directly or indirectly, consummates one or more specified transactions with a related party, including purchasing or disposing of an asset, issuing securities or assuming liabilities. A “related party” as defined in MI 61-101 includes (1) directors and senior officers of the issuer; (2) holders of voting securities of the issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities; and (3) holders of a sufficient number of any securities of the issuer to materially affect control of the issuer. MI 61-101 requires, subject to certain exceptions, specific detailed disclosure in the proxy circular sent to securityholders in connection with a related party transaction where a meeting is required and, subject to certain exceptions, the preparation of a formal valuation of the subject matter of the related party transaction and any non-cash consideration offered in connection therewith, and the inclusion of a summary of the valuation in the proxy circular. MI 61-101 also requires, subject to certain exceptions, that an issuer not engage in a related party transaction unless the disinterested shareholders of the issuer have approved the related party transaction by a simple majority of the votes cast.

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Anti-Takeover Effects			Some powers granted to companies under Delaware law may allow a Delaware corporation to make itself potentially less vulnerable to hostile takeover attempts. These powers include the ability to: • implement a staggered board of directors, which prevents an immediate change in control of the board; • require that notice of nominations for directors be given to the corporation prior to a meeting where directors will be elected, which may give management an opportunity to make a greater effort to solicit its own proxies; • only allow the board of directors to call a special meeting of stockholders, which may deny a raider the ability to call a meeting to make disruptive changes; • eliminate stockholders’ action by written consent, which would require a raider to attend a meeting of stockholders to approve any proposed action by the corporation; • remove a director from a staggered board only for cause, which gives some protection to directors on a staggered board from arbitrary removal; • provide that the power to determine the number of directors and to fill vacancies be vested solely in the board, so that the incumbent board, not a raider, would control vacant board positions; • provide for supermajority voting in some circumstances, including mergers and certificate of incorporation amendments; and • issue “blank check” preferred stock, which may be used to make a corporation less attractive to a raider.			The ABCA does not restrict related party transactions; however, in Canada, takeovers and other related party transactions are addressed in provincial securities legislation and policies which may apply, including MI 61-101, as discussed above.

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			DGCL			ABCA
Exclusive Forum Provision			The proposed certificate of incorporation of DevvStream provides that, unless DevvStream consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on its behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of its directors, officers, employees or agents to it or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, its proposed certificate of incorporation or proposed bylaws, or (iv) any action asserting a claim against it that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants therein.

Vote Required for Approval

The approval of the SPAC Continuance Proposal will require the affirmative vote of the holders of a majority in voting power of the outstanding shares of FIAC Common Stock.

Given that the Sponsor owns 5,000,000 shares of the outstanding Class A Common Stock and 750,000 shares of the outstanding Class B Common Stock (amounting to approximately 77% of the outstanding shares of FIAC Common Stock), the SPAC Continuance Proposal will be approved if the Sponsor votes in favor of such Proposal, even if all other stockholders vote against such Proposal. The Sponsor has agreed to vote its shares in favor of the SPAC Continuance Proposal.

The SPAC Continuance Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the SPAC Continuance Proposal will have no effect, even if approved by FIAC’s stockholders.

Recommendation of the FIAC Board

THE FIAC BOARD RECOMMENDS THAT FIAC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE SPAC CONTINUANCE PROPOSAL.

The existence of financial and personal interests of one or more of FIAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of FIAC and its stockholders and what he. she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Proposals. In addition, FIAC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “The Business Combination Proposal (Proposal 1) — Interests of FIAC’s Directors and Officers in the Business Combination” for a further discussion of these considerations for a further discussion of these considerations.

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THE NASDAQ PROPOSAL (PROPOSAL 3)

Overview

FIAC is proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635 (a), (b) and (d). Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control. Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the greater of book or market value of the stock if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Pursuant to the ABCA, it is anticipated that FIAC will pay to the DevvStream Shareholders, as of immediately prior to the Effective Time, 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 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.

If the Nasdaq Proposal is adopted, ~~based on DevvStream’s audited consolidated financial statements as of July 31, 2023, 11,991,821~~12,016,196 New PubCo Common Shares will be issued to the DevvStream Shareholders as consideration in the Business Combination, and it is anticipated that the DevvStream Shareholders will hold ~~52.4%~~63.5% of the outstanding New PubCo Common Shares immediately following the Closing. These percentages exclude outstanding Warrants and assumes that (i) no Class A Common Stock is redeemed in connection with the Business Combination, (ii) no awards are issued under the Equity Incentive Plan, and (iii) FIAC does not engage in any other kind of equity financing prior to the Closing.

Vote Required for Approval

The approval of the Nasdaq Proposal will require the affirmative vote of the holders of a majority in voting power of the outstanding shares of FIAC Common Stock. If any of the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal, the Charter Proposal or the Incentive Plan Proposal fails to receive the required stockholder approval, the Business Combination will not be completed.

Given that the Sponsor owns 5,000,000 shares of the outstanding Class A Common Stock and 750,000 shares of the outstanding Class B Common Stock (amounting to approximately 77% of the outstanding shares of FIAC Common Stock), the Nasdaq Proposal will be approved if the Sponsor votes in favor of such Proposal, even if all other stockholders vote against such Proposal. The Sponsor has agreed to vote its shares in favor of the Nasdaq Proposal.

Recommendation of the FIAC Board

THE FIAC BOARD RECOMMENDS THAT FIAC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

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THE CHARTER PROPOSAL (PROPOSAL 4)

Overview

FIAC is asking its stockholders to vote upon a proposal to approve and adopt the New PubCo Charter and New PubCo Bylaws, which if approved would take effect upon the Closing. A copy of the New PubCo Charter is attached hereto as Annex C.

The New PubCo Charter differs in material respects from the FIAC Charter, and we urge stockholders to carefully consult the full text of the new PubCo Charter. The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. Therefore, if the Business Combination Proposal and the Nasdaq Proposal are not approved, the Charter Proposal will have no effect, even if approved by FIAC stockholders.

Reasons for Revisions

The New PubCo Charter and the New PubCo Bylaws were negotiated as part of the Business Combination Agreement.

Vote Required for Approval

The approval of the Charter Proposal requires the affirmative vote of (i) the holders of a majority of the issued and outstanding FIAC Common Stock as of the Record Date and (ii) the affirmative vote of the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class. The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal at the FIAC Stockholders Meeting. If the Business Combination Proposal or the Nasdaq Proposal are not approved, the Charter Proposal will have no effect, even if approved by our stockholders.

Given that the Sponsor owns 5,000,000 shares of the outstanding Class A Common Stock and 750,000 shares of the outstanding Class B Common Stock (amounting to approximately 77% of the outstanding shares of FIAC Common Stock), the Charter Proposal will be approved if the Sponsor votes in favor of such Proposal, even if all other stockholders vote against such Proposal. The Sponsor has agreed to vote its shares in favor of the Charter Proposal.

A stockholder’s failure to vote by proxy or to vote in person at the FIAC Stockholders Meeting, as well as broker non-vote or abstention, will have the same effect as a vote “AGAINST” the Charter Proposal.

Recommendation of the FIAC Board

THE FIAC BOARD RECOMMENDS THAT FIAC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE CHARTER PROPOSAL.

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THE ADVISORY CHARTER PROPOSALS

(ADVISORY PROPOSALS 5A THROUGH 5H)

Overview

FIAC is asking its stockholders to vote upon, on a non-binding advisory basis, proposals to approve certain differences between the FIAC Charter and the New PubCo Governing Documents. These proposals are being presented in accordance with SEC guidance and will be voted upon on an advisory basis, and are not binding on FIAC or the FIAC Board (separate and apart from the approval of the SPAC Continuance Proposal and the Business Combination Proposal). By presenting these proposals separately, FIAC intends to provide stockholders a means to communicate their separate views on important governance provisions to the Board. In the judgment of the Board, these provisions are necessary to adequately address the needs of the Combined Company. Furthermore, the Business Combination is not conditioned upon the separate approval of the Advisory Charter Proposals (separate and apart from approval of the SPAC Continuance Proposal and the Business Combination Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Charter Proposals, FIAC intends that the post-continuance FIAC Articles will take effect upon consummation of the SPAC Continuance (assuming approval of the SPAC Continuance Proposal and the Business Combination Proposal).

Name Change — to provide that the name of FIAC shall be changed to “DevvStream Corp.” (Advisory Proposal 5A);

Amendment of Blank Check Provisions — to remove and change certain provisions in the FIAC Charter related to FIAC’s status as a special purpose acquisition company (Advisory Proposal 5B);

Change in Authorized Shares — to authorize an unlimited number of New PubCo Common Shares and an unlimited number of preferred shares issuable in series with such terms as are determined by the New PubCo Board from time to time (Advisory Proposal 5C);

Change in Quorum — to provide that the quorum required for shareholder meetings is a minimum of 33^1/3% of shares entitled to vote thereon (Advisory Proposal 5D);

Removal of Directors — to provide that stockholders may remove a director by resolution of not less than a simple majority of the votes cast in respect thereof (Advisory Proposal 5E);

Advance Notice — to provide that the time period to provide notice of the time and place of a meeting of shareholders is not less than twenty-one (21) days and not more than fifty (50) days before the meeting (Advisory Proposal 5F);

Shareholder Nominations — to provide that stockholder nominations for the board of directors must be given not less than 30 days prior to the date of the annual meeting of stockholders (Advisory Proposal 5H).

Why FIAC is Seeking Stockholder Approval

These proposals are being presented in accordance with SEC guidance. By presenting these proposals separately, FIAC intends to provide stockholders a means to communicate their separate views on important governance provisions to the Board. In the judgment of the Board, these provisions are necessary to adequately address the needs of the combined company.

Vote Required for Approval

Each of the Advisory Charter Proposals, each of which is a non-binding vote, assuming that a quorum is present at the FIAC Stockholders Meeting, will be approved only if at least a majority of the votes cast at the FIAC Stockholders Meeting and entitled to vote thereon vote “FOR” each of the Advisory Charter Proposals. Failure to vote by proxy or to vote in person at the FIAC Stockholders Meeting, abstentions will have the same effect as a vote “AGAINST” each of the Advisory Charter Proposals and broker non-votes will have no effect on the outcome of the vote on the Incentive Plan Proposal.

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As discussed above, the Advisory Charter Proposals are advisory votes and therefore are not binding on FIAC or its Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals (separate and apart from approval of the SPAC Continuance Proposal and the Business Combination Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, FIAC intends that the post-continuance FIAC Articles will take effect upon consummation of the Business Combination (assuming approval of the SPAC Continuance Proposal and the Business Combination Proposal).

Given that the Sponsor owns 5,000,000 shares of the outstanding Class A Common Stock and 750,000 shares of the outstanding Class B Common Stock (amounting to approximately 77% of the outstanding shares of FIAC Common Stock), the Advisory Charter Proposals will be approved if the Sponsor votes in favor of such Proposal, even if all other stockholders vote against such Proposal. The Sponsor has agreed to vote its shares in favor of the Advisory Charter Proposals.

Recommendation of the FIAC Board

THE FIAC BOARD RECOMMENDS THAT FIAC STOCKHOLDERS VOTE “FOR” APPROVAL OF EACH OF THE ADVISORY CHARTER PROPOSALS.

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THE INCENTIVE PLAN PROPOSAL (PROPOSAL 6)

We are seeking stockholder approval for the DevvStream Corp. ~~2023~~2024 Equity Incentive Plan (the “Equity Incentive Plan”). The Equity Incentive Plan is being adopted in connection with the Business Combination and will become effective immediately prior to the Closing (subject to approval by FIAC’s stockholders). The DevvStream Holdings Inc. 2022 Equity Incentive Plan and the DevvStream Inc. (formerly DevvESG Streaming, Inc.) 2022 Non-Qualified Stock Option Plan (collectively, the “Company Equity Incentive Plans”) will terminate as of immediately prior to the Effective Time and no additional awards will be granted under the Company Equity Incentive Plans following such termination. The Equity Incentive Plan, if approved by FIAC’s stockholders, will allow New PubCo to provide equity awards as part of New PubCo’s compensation program, an important tool for motivating, attracting and retaining talented employees and other service providers and for providing incentives that promote New PubCo’s business and increased stockholder value.

Both the FIAC Board and the DevvStream Board as well as their respective compensation committees, believe that long-term incentive compensation programs help align more closely the interests of management, employees and stockholders to create long-term stockholder value. Equity plans such as the Equity Incentive Plan increase New PubCo’s ability to achieve this objective and, by allowing for several different forms of long-term incentive awards, help New PubCo to recruit, reward, motivate, and retain talented personnel. Both the FIAC Board and the DevvStream Board and their respective compensation committees believe that the approval of the Equity Incentive Plan is essential to New PubCo’s continued success, and in particular, New PubCo’s ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor markets in which New PubCo will compete. Such awards also are crucial to New PubCo’s ability to motivate employees to achieve its goals.

Summary of the Equity Incentive Plan

The following paragraphs provide a summary of the principal features of the Equity Incentive Plan and its operation. However, this summary is not a complete description of all of the provisions of the Equity Incentive Plan and is qualified in its entirety by the specific language of the Equity Incentive Plan. A copy of the Equity Incentive Plan is attached as Annex F to this proxy statement/prospectus.

Purposes. The purposes of the Equity Incentive Plan are to align the interests of eligible participants with New PubCo’s stockholders by providing incentive compensation tied to New PubCo’s performance and to advance New PubCo’s interests and increase stockholder value by attracting, retaining and motivating personnel. These incentives will be provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other awards as the administrator of the Equity Incentive Plan may determine.

Shares Available. The maximum number of New PubCo Common Shares that may be issued under the Equity Incentive Plan is shares. The number of New PubCo Common Shares reserved for issuance under the Equity Incentive Plan will automatically increase on the first business day of each fiscal year of New PubCo, beginning with New PubCo’s fiscal year following the fiscal year of the Effective Date, by a number equal to the lesser of (1) %five percent (5%) of the number of New PubCo Common Shares outstanding on the last day of the immediately preceding fiscal year of New PubCo, calculated on a fully diluted basis, or (2) such lesser number of New PubCo Common Shares as determined by the New PubCo Board. The maximum number of New PubCo Common Shares that may be issued upon the exercise of incentive stock options (“ISOs”) under the Equity Incentive Plan is shares.

Shares issued under the Equity Incentive Plan will be authorized but unissued or reacquired New PubCo Common Shares. Shares subject to awards granted under the Equity Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the Equity Incentive Plan. Additionally, shares issued pursuant to awards under the Equity Incentive Plan that New PubCo repurchases or that are forfeited, as well as shares used to pay the exercise price of an award or to satisfy the tax withholding obligations to an award, will become available for future grant under the Equity Incentive Plan.

Plan Administration. New PubCo Board, or a duly authorized committee of New PubCo Board, will administer the Equity Incentive Plan (as applicable, the “administrator”). The administrator may delegate to one or more of New PubCo’s officers the authority to (1) designate employees (other than officers) to receive specified awards, and (2) determine the number of shares subject to such awards.

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The administrator has the authority to determine the terms of awards, including recipients, the exercise, purchase or strike price of awards, if any, the number of shares subject to each award, the fair market value of a New PubCo Common Share, the vesting schedule applicable to the awards, including any vesting acceleration, and the form of consideration, if any, payable upon exercise or settlement of the award and the terms of the award agreements for use under the Equity Incentive Plan. In addition, subject to the terms of the Equity Incentive Plan, the administrator also has the power to modify outstanding awards under the Equity Incentive Plan, including the authority to reduce the exercise price (or strike price) of any outstanding option or stock appreciation right, cancel and re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any materially adversely affected participant.

Eligibility. Any employee, officer, non-employee director, or any person who is a consultant or other personal service provider of New PubCo Board or any of its affiliates is eligible to participate in the Equity Incentive Plan, at the administrator’s discretion. In its determination of eligible participants, the administrator may consider any and all factors it considers relevant or appropriate, and designation of a participant in any year does not require the administrator to designate that person to receive an award in any other year. Following the Closing, we expect New PubCo to have seven non-employee directors, and as of the date of this proxy statement/prospectus, we expect New PubCo and its subsidiaries to have approximately twelve employees ~~independent contractors~~ and two consultants, in each case, that will be eligible to participate in the Equity Incentive Plan.

Types of Awards. The Equity Incentive Plan provides for the grant of ISOs, nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based awards and other awards (collectively, “awards”). ISOs may be granted only to employees of New PubCo, employees of a “parent corporation” of New PubCo or employees of a “subsidiary corporation” of New PubCo (as such terms are defined in Sections 424(c) and (f) of the Code). All other awards may be granted to New PubCo’s employees, officers, non-employee directors and consultants and the employees and consultants of New PubCo’s affiliates.

Stock Options. A stock option granted under the Equity Incentive Plan entitles a participant to purchase a specified number of New PubCo Common Shares during a specified term at an exercise price. ISOs and NSOs are granted pursuant to stock option agreements adopted by the administrator. The administrator determines the exercise price for a stock option, within the terms and conditions of the Equity Incentive Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of a New PubCo Common Share on the date of grant. Options granted under the Equity Incentive Plan vest at the rate specified in the stock option agreement as determined by the administrator.

The administrator determines the term of stock options granted under the Equity Incentive Plan, up to a maximum of 10 years. Unless the terms of an optionholder’s stock option agreement provide otherwise, if an optionholder’s service relationship with New PubCo, or any of its affiliates, ceases for any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. The option term may be extended in the event that either an exercise of the option or an immediate sale of shares acquired upon exercise of the option following such a termination of service is prohibited by applicable securities laws or New PubCo’s insider trading policy, provided that an option term may not be extended beyond 10 years (or such shorter option term, as set forth in the applicable stock option agreement). If an optionholder’s service relationship with New PubCo or any of its affiliates ceases due to disability or death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 12 months. In the event of a termination for cause, options generally terminate immediately upon such termination. In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the administrator and set forth in the applicable option grant agreements and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of common stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO and (5) other legal consideration approved by the administrator.

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Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of New PubCo Common Shares with respect to ISOs that are exercisable for the first time by an optionholder during any

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calendar year under all of New PubCo stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will be treated as NSOs. No ISOs may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of New PubCo’s total combined voting power or that of any of New PubCo’s or subsidiary corporations, unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the date of grant.

Stock Appreciation Rights. A stock appreciation right (“SAR”) granted under the Equity Incentive Plan entitles a participant to the right to receive, upon exercise or other payment of the SAR, an amount in cash, New PubCo Common Shares or a combination of both, equal to the product of (a) the excess of (1) the fair market value of one New PubCo Common Share on the date of exercise or payment of the SAR, over (2) the strike price of such SAR, and (b) the number of New PubCo Common Shares as to which such SAR is exercised or paid. Stock appreciation rights are granted pursuant to SAR grant agreements adopted by the administrator. The administrator determines the strike price for a SAR, which generally cannot be less than 100% of the fair market value of common stock on the date of grant. A SAR granted under the Equity Incentive Plan vests at the rate specified in the SAR agreement as determined by the administrator.

The administrator determines the term of SARs granted under the Equity Incentive Plan, up to a maximum of 10 years. Unless the terms of a participant’s SAR agreement provide otherwise, if a participant’s service relationship with New PubCo or any of its affiliates ceases for any reason other than cause, disability or death, the participant may generally exercise any vested SAR for a period of three months following the cessation of service. The SAR term may be further extended in the event that exercise of the SAR following such a termination of service is prohibited by applicable securities laws, provided that a SAR term may not be extended beyond 10 years (or such shorter option term, as set forth in the applicable stock option agreement). If a participant’s service relationship with New PubCo or any of its affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested SAR for a period of 12 months in the event of disability or death. In the event of a termination for cause, SARs generally terminate immediately upon such termination. In no event may a SAR be exercised beyond the expiration of its term.

Restricted Stock Awards. A restricted stock award granted under the Equity Incentive Plan is a grant of a specified number of New PubCo Common Shares to a participant, subject to vesting restrictions as specified in the award. Restricted stock awards may be granted in consideration for cash, check, bank draft or money order, services rendered to New PubCo or its affiliates or any other form of legal consideration. New PubCo Common Shares acquired under a restricted stock award may, but need not, be subject to a share repurchase option in New PubCo’s favor in accordance with a vesting schedule to be determined by the administrator. A restricted stock award may be transferred only upon such terms and conditions as set by the administrator. Except as otherwise provided in the applicable award agreement, restricted stock awards that have not vested may be forfeited or repurchased by us upon the participant’s cessation of continuous service for any reason.

Restricted Stock Unit Awards. A restricted stock unit (an “RSU”) granted under the Equity Incentive Plan provides a participant with to the right to receive, upon vesting and settlement of the restricted stock unit, one New PubCo Common Share per vested unit, or an amount in cash equal to the fair market value of one share, as determined by the administrator. Restricted stock unit awards are granted pursuant to RSU award agreements adopted by the administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration. Additionally, dividend equivalents may be credited in respect of shares covered by a RSU award. Except as otherwise provided in the applicable award agreement, RSUs that have not vested will be forfeited upon the participant’s cessation of continuous service for any reason.

Performance Awards. The Equity Incentive Plan permits the grant of performance-based stock and cash awards. The administrator can structure such awards so that the stock or cash will be issued or paid pursuant to such award only following the achievement of certain pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, New PubCo Common Shares.

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The performance goals may be based on any measure of performance selected by the administrator. The administrator may establish performance goals on a company-wide basis, with respect to one or more business units, divisions, affiliates or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices.

Other Awards. The administrator may grant other awards based in whole or in part by reference to New PubCo Common Shares. The administrator will set the number of shares under the award and all other terms and conditions of such awards.

Non-Transferability of Awards. Except as provided in the applicable award agreement, the Equity Incentive Plan generally will not allow for the transfer of awards other than, in the case of options and SARs, by will or the laws of descent and distribution, and only the recipient of an award may exercise an award during his or her lifetime. If the administrator makes an award transferable, such award will contain such additional terms and conditions as the administrator deems appropriate.

Dissolution or Liquidation. Unless otherwise provided in the award agreements, if there is a proposed liquidation or dissolution of New PubCo, all awards, to the extent that they have not been previously exercised or vested, will terminate immediately before the consummation of such event. However, the New PubCo Board may determine to cause some or all awards to become fully vested or exercisable before the dissolution or liquidation.

Corporate Transaction. In the event of a corporate transaction, the New PubCo Board may take any one or more of the following actions in respect of outstanding awards, as determined by the New PubCo Board in its sole discretion and without participant consent: (i) cancel such awards in exchange for an amount of cash or securities, where in the case of stock options and stock appreciation rights, the value of such amount will be equal to the in-the-money spread value of such awards; (ii) provide for the assumption or substitution of such awards with new awards that will substantially preserve the applicable terms of any affected awards previously granted under the Equity Incentive Plan; (iii) modify the terms of such awards to add events, conditions or circumstances (including termination of employment or service within a specified period after a corporate transaction) upon which the vesting of such awards will accelerate; (iv) deem any performance conditions satisfied at target, maximum or actual performance through closing or provide for the performance conditions to continue after closing or (v) provide that for a period of at least 20 days prior to the corporate transaction, any stock options or stock appreciation rights that would not otherwise become exercisable prior to the corporate transaction will be exercisable and that any stock options or stock appreciation rights not exercised prior to the consummation of the corporate transaction will terminate after the closing.

Under the Equity Incentive Plan, a corporate transaction is generally the consummation of (1) a sale or other disposition of all or substantially all of New PubCo’s assets, (2) a sale or other disposition of at least 50% of the total combined voting power of New PubCo’s outstanding securities, (3) a merger, consolidation or similar transaction following which New PubCo is not the surviving entity, (4) a merger, consolidation or similar transaction following which New PubCo is the surviving entity but (x) the shares of common stock outstanding immediately prior to such transaction are converted or exchanged into other property by virtue of the transaction or (y) the securities possessing more than 50% of the total combined voting power of New PubCo’s outstanding securities are transferred to a person or persons different from those who held such securities prior to such merger or (5) a complete liquidation or dissolution of New PubCo.

Forfeiture and Clawback. Awards will be subject to any clawback policy New PubCo is required to adopt pursuant to the listing standards of any national securities exchange or association on which New PubCo securities are listed or as is otherwise required by applicable laws. The administrator also may specify in an award agreement that the participant’s rights, payments and benefits with respect to an award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events. The administrator may require a participant to forfeit or return to New PubCo or reimburse New PubCo for all or a portion of the award and any amounts paid under the award in order to comply with any clawback policy of New PubCo as described in the first sentence of this paragraph or with applicable laws.

Amendment or Termination. The Equity Incentive Plan will become effective upon the later to occur of (a) its adoption by the FIAC Board or (b) the Closing date, and will continue in effect until terminated by the administrator in accordance with its terms. However, no incentive stock options may be granted after the ten-year anniversary of the earlier of the adoption of the New PubCo Equity Incentive Plan by the FIAC Board or the approval of the New PubCo Equity Incentive Plan by FIAC’s stockholders. In addition, the administrator will

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have the authority to amend, suspend, or terminate the Equity Incentive Plan or any part of the Equity Incentive Plan, at any time and for any reason, but such action generally may not materially impair the rights of any participant without his or her written consent. No awards may be granted under the Equity Incentive Plan while it is suspended or after it is terminated. The administrator has the authority to, subject to the consent of any participant whose award is materially impaired, reduce the exercise price (or strike price) of any outstanding options or SARs, cancel any outstanding options or SARs and grant substitution awards in the form of options, SARs, restricted stock, RSUs or other awards, cash and/or other valuable consideration; or take other actions that are treated as a repricing under generally accepted accounting principles.

Summary of U.S. Federal Income Tax Consequences

The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the Equity Incentive Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or non-U.S. jurisdiction in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances. This summary is not intended as tax advice to participants, and participants should consult their own tax advisors.

Incentive Stock Options

A participant generally recognizes no taxable income for ordinary income tax purposes as a result of the grant or exercise of an option that qualifies as an incentive stock option under Section 422 of the Code. If a participant exercises the option and then later sells or otherwise disposes of the shares acquired through the exercise of the option after both the two-year anniversary of the date the option was granted and the one-year anniversary of the date of exercise of the option, the participant will recognize a capital gain or loss equal to the difference between the sale price of the shares and the exercise price.

However, if the participant disposes of such shares either on or before the two-year anniversary of the date of grant or on or before the one-year anniversary of the date of exercise of the option (a “disqualifying disposition”), any gain up to the excess of the fair market value of the shares on the date of exercise over the exercise price generally will be taxed as ordinary income, unless the shares are disposed of in a transaction in which the participant would not recognize a gain (such as a gift). Any gain in excess of that amount will be a capital gain. If a loss is recognized with respect to the share disposition, there will be no ordinary income, and such loss will be a capital loss.

For purposes of the alternative minimum tax, the difference between the option exercise price and the fair market value of the shares on the date of exercise of the option is treated as an adjustment item in computing the participant’s alternative minimum taxable income in the year of exercise (unless the shares are disposed of in the same year as the option exercise). In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the shares or provide certain basis adjustments or tax credits.

Nonstatutory Stock Options

A participant generally recognizes no taxable income for ordinary income tax purposes as a result of the grant of such an option. However, upon exercising the option, the participant generally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale or other disposition of the shares acquired by the exercise of a nonstatutory stock option, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date) will be taxed as capital gain or loss.

Stock Appreciation Rights

In general, no taxable income for ordinary income tax purposes is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

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Restricted Stock Awards

A participant acquiring shares of restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant, pursuant to Section 83(b) of the Code, may elect to accelerate the ordinary income tax event to the date of acquisition of the shares by filing an election with the IRS generally no later than thirty days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Restricted Stock Units and Performance Awards

There generally are no immediate tax consequences of receiving an award of restricted stock units or a performance award. A participant who is granted restricted stock units or performance awards generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the time of settlement of the award upon vesting. If the participant is an employee, generally such ordinary income is subject to income tax withholding and certain employment tax withholdings. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.

Section 409A

Section 409A of the Code (“Section 409A”) provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards with a deferral feature granted under the Equity Incentive Plan to a participant subject to U.S. income tax will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with the requirements of Section 409A, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

Tax Effect for New PubCo

New PubCo generally will be entitled to a tax deduction in connection with an award under the Equity Incentive Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option) except to the extent such deduction is limited by applicable provisions of the Code. Special rules limit the deductibility of compensation paid to the New PubCo chief executive officer and certain “covered employees” as determined under Section 162(m) of the Code and applicable guidance. Under Section 162(m) of the Code, the annual compensation paid to any of these specified individuals will be deductible only to the extent that it does not exceed $1,000,000.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND NEW PUBCO WITH RESPECT TO AWARDS UNDER THE EQUITY INCENTIVE PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH, OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR NON-U.S. JURISDICTION IN WHICH THE PARTICIPANT MAY RESIDE.

New Plan Benefits

The number of awards that an employee, officer, director, or consultant may receive under the Equity Incentive Plan is in the discretion of the administrator and therefore cannot be determined in advance. FIAC previously has not sponsored an equity incentive plan, and, therefore, the aggregate number of New PubCo Common Shares which would have been received by or allocated to the New PubCo named executive officers, executive officers, as a group, directors who are not executive officers, as a group, and all other current employees who are not executive officers, as a group is not determinable. As of , ~~2023,~~2024, the closing price of Class A Common Stock was $ .

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Equity Compensation Plan Information

As of the date of this proxy statement/prospectus, FIAC did not maintain any equity compensation plans.

Registration with the SEC

If the Equity Incentive Plan is approved by FIAC’s stockholders and becomes effective, New PubCo intends to file a registration statement on Form S-8 with the SEC registering the shares reserved for issuance under the Equity Incentive Plan as soon as reasonably practicable after New PubCo becomes eligible to use such form after the Closing.

Vote Required for Approval

The approval of the Incentive Plan Proposal will require the affirmative vote (in person or by proxy) of the holders of at least a majority of the votes cast by the holders of the issued and outstanding FIAC Common Stock who are present and entitled to vote thereon at the FIAC Stockholder Meeting.

Given that the Sponsor owns ~~none~~5,000,000 shares of the outstanding Class A Common Stock and ~~5,750,000~~750,000 shares of the outstanding Class B Common Stock (amounting to approximately ~~50.2%~~77% of the outstanding shares of FIAC Common Stock), the Incentive Plan Proposal will be approved if the Sponsor votes in favor of such Proposal, even if all other stockholders vote against such Proposal. The Sponsor has agreed to vote its shares in favor of the Incentive Plan Proposal.

Adoption of the Equity Incentive Plan is conditioned on the consummation of the Business Combination and, under the Business Combination Agreement, the Closing is conditioned on the adoption of the Equity Incentive Plan. Accordingly, if the Business Combination Proposal, the SPAC Continuance Proposal, the Nasdaq Proposal or the Charter Proposal is not approved and the applicable condition in the Business Combination Agreement is not waived, the Incentive Plan Proposal will not be presented at the Special Meeting. If the Incentive Plan Proposal is not approved and one or more of the parties refuses to waive the related closing condition in the Business Combination Agreement, the parties will not consummate the Business Combination and the other Proposals (except an adjournment proposal, as described below) will not be presented to the stockholders for a vote.

Recommendation of the FIAC Board of Directors

THE FIAC BOARD UNANIMOUSLY RECOMMENDS THAT ITS STOCKHOLDERS VOTE “FOR” THE INCENTIVE PLAN PROPOSAL.

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THE ADJOURNMENT PROPOSAL (PROPOSAL 7)

Overview

The Adjournment Proposal, if adopted, will allow the FIAC Board to adjourn the FIAC Stockholders Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to FIAC’s stockholders in the event that based upon the tabulated vote at the time of the FIAC Stockholders Meeting there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Incentive Plan Proposal or the Nasdaq Proposal. In no event will FIAC Board adjourn the FIAC Stockholders Meeting or consummate the Business Combination beyond the date by which it may properly do so under the FIAC Charter and Delaware law.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by FIAC’s stockholders, the FIAC Board may not be able to adjourn the FIAC Stockholders Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or any other Required Proposals.

Vote Required for Approval

The Adjournment Proposal, if presented, will require the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of FIAC Common Stock who are present in person or represented by proxy and entitled to vote thereon at the FIAC Stockholders Meeting.

Recommendation of the FIAC Board

THE FIAC BOARD RECOMMENDS THAT FIAC’S STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The existence of financial and personal interests of one or more of FIAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of FIAC and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Proposals. In addition, FIAC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal (Proposal 1) — Interests of FIAC’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

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INFORMATION ABOUT FIAC

Overview

FIAC is a blank check company incorporated in Delaware on February 23, 2021, formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.

Significant Activities Since Inception

The registration statement for FIAC’s Initial Public Offering was declared effective on October 27, 2021. On November 1, 2021, FIAC consummated its Initial Public Offering of 23,000,000 FIAC Units, at $10.00 per FIAC Unit, generating gross proceeds of $230,000,000. FIAC granted the underwriters a 45-day option to purchase up to an additional 3,000,000 FIAC Units at the IPO price to cover over-allotments, if any.

Simultaneously with the consummation of the closing of the Offering, FIAC consummated the Private Placement of an aggregate of 11,200,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $11,200,000.

On November 1, 2021, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional FIAC Units occurred. The total aggregate issuance by FIAC of 3,000,000 FIAC Units at a price of $10.00 per FIAC Unit resulted in total gross proceeds of $30,000,000.

Following the closing of the IPO on November 1, 2021 and the full exercise of the underwriters’ over-allotment, $234,600,000 from the net proceeds of the sale of the FIAC Units in the IPO and the sale of the Private Placement Warrants were placed in the Trust Account, and invested in U.S. government securities, within the meaning set forth in the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act.

Effecting our Initial Business Combination

We are not presently engaged in, and will not engage in, any operations for an indefinite period of time following our IPO. We intend to effectuate our initial business combination using cash from the proceeds of our IPO 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 combination. 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 combination.

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

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agreement to enter into the initial business combination. The fair market value of the target or targets will be determined by our Board 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 IPO 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 our Sponsor.

Redemption Rights for Public Holders Prior to the Continuance

FIAC will provide public stockholders with the opportunity to redeem all or a portion of their Class A Common Stock upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the completion 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 was initially anticipated to be approximately $10.20 per Public Share.

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 the FIAC Charter (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 within 18 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A Common Stock; and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they

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hold if we fail to consummate an initial business combination within 18 months from the closing of our Initial Public Offering (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).

Submission of FIAC’s Initial Business Combination to a Stockholder Vote

FIAC is providing its public stockholders with redemption rights upon consummation of our initial business combination. Public stockholders electing to exercise their redemption rights will be entitled to receive the cash amount specified above, provided that such stockholders follow the specific procedures for redemption set forth in this proxy statement/prospectus relating to the stockholder vote on our initial business combination. Unlike many other blank check companies, FIAC’s public stockholders are not required to vote against our initial business combination in order to exercise their redemption rights. If our initial business combination is not completed, then public stockholders electing to exercise their redemption rights will not be entitled to receive such payments.

Our initial stockholders will count toward this quorum and have agreed to (i) vote their Founder Shares and any Public Shares purchased during or after our IPO in favor of our initial business combination and (ii) waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of our IPO.

Limitation on Redemption Rights

Notwithstanding the foregoing, the FIAC Charter 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 IPO.

Employees

We currently have two 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.

Facilities

Our executive offices are located at 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, and our telephone number is (212) 213-0243. Our executive offices are provided to us by an affiliate of our Sponsor. Commencing on the date that FIAC’s securities were first listed on Nasdaq through the earlier of the consummation of the initial business combination and FIAC’s liquidation, FIAC began to reimburse an affiliate of the Sponsor for office space, administrative and support services provided to FIAC in the amount of $10,000 per month. We consider our current office space adequate for our current operations.

Legal Proceedings

There is no litigation currently pending or, to the knowledge of our management, contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

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FIAC’S MANAGEMENT

Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us” and other similar terms refer to FIAC and its subsidiaries before the Business Combination.

Directors and Executive Officers

The directors and executive officers of FIAC are as follows as of the date of this proxy statement/prospectus:

Name	Age	Position
Carl Stanton	55	Chief Executive Officer
Ernest Lyles	45	Chief Financial Officer
Wray Thorn	52	Chief Investment Officer
Howard Sanders	57	Lead Director
Troy Carter	5051	Director
Dawanna Williams	55	Director
Dia Simms	48	Director

Carl M. Stanton, Chief Executive Officer. Carl is a Partner and Co-Founder of Focus Impact Partners, LLC and currently serves as our Chief Executive Officer. 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. (NYSE: 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. Mr. 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.

Ernest D. Lyles II, Chief Financial Officer. Ernest serves as our Chief Financial Officer. Ernest is also the CEO of The HiGro Group, a mission driven private equity firm focused on buyout investing in the lower middle market, which he founded in 2016. As CEO, Ernest oversees all aspects of the firm including investment activities, growth initiatives and talent management. Additionally, he serves as a board observer of EMSAR and lead director of DRS Imaging Services, two HiGro portfolio companies, and as a Board Member of Skipper Pets, inc. 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 and business services at UBS Investment Bank, Ernest became the most senior African-American investment banker within the firm’s industry coverage groups.

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Ernest serves as a director on the boards of the Citizens Committee for New York, Scan / Harbor and Manhattan Country School. Ernest also is a member of the New York Economic Club and Founder of the UTULIVU Group, a mission driven non-profit focused on the continuity of holistic achievement by high performing Black men. Ernest attended The Howard University School of Law in Washington DC and Shepherd University in West Virginia.

Wray T. Thorn, Chief Investment Officer. Wray is a Partner and Co-Founder of Focus Impact Partners, LLC and currently serves as our Chief Investment Officer. 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. He also serves as Vice Chair of the Board and Chair of the Investment Committee for Futures and Options, a Non-Profit Organization. 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 over two decades of experience as a Chief Investment Officer, investment leader and lead director, Wray has firsthand knowledge of investment firm leadership, private investing and company value creation. Wray has also been at the forefront of proactive ESG principals, putting people first in private investing as well as applying data and technology to innovate private investing.

Prior to founding Clear Heights Capital, 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. During his 9-year tenure, Wray grew the private investment businesses to nearly $4 billion in AUM and 90 team members, with the dual objectives of building differentiated direct private investment businesses that capitalized on Two Sigma’s capabilities in data science and technology through which a portion of the firm’s proprietary capital could be invested alongside external investor capital.

Before Two Sigma, Wray was a Senior Managing Director with Marathon Asset Management, where he was a senior member of the investment team, developed the firm’s private equity investment activities and played a role in many new business opportunities and capital formation initiatives for the firm. Prior to joining 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 Group.

Wray has been involved in approximately 290 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 $2.8 billion in invested capital. Wray has been a part of driving shareholder value creation and corporate growth as member of boards and committees of more than 30 companies and investment funds, across industries including technology, financial services, education, consumer services and real assets.

Wray is committed to giving back to the community, serving as Co-Chair of the Board of Youth, INC, as a grant monitor and event committee chair for Hour Children, as an Associate of the Harvard College Fund and previously as the founding President of the Saint Stephen of Hungary School Foundation. In his 15+ years working with Youth, INC, a venture philanthropy 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 transform 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.

Howard L. Sanders, Lead Director. Howard Sanders is the managing member of Auldbrass Partners, a growth-focused private equity firm investing primarily in secondaries transactions, which he founded in 2011. Mr. Sanders heads Auldbrass Partners’ transactional sourcing, deal execution, investment strategy and business development. Mr. 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

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

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

Troy Carter, Independent Director. Troy 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 on the FIAC Board. 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 2019. 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 Market. 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.

Dawanna Williams, Independent Director. Ms. Williams serves as the managing principal at Dabar Development Partners, which Ms. 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.

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

Dia Simms, Independent Director. Dia serves 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 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.

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Number and Terms of Office of Officers and Directors

We have four directors as of the date hereof. Our Board is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Troy Carter, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Howard Sanders, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Dawanna Williams and Dia Simms, will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

Prior to the completion of an initial business combination, any vacancy on the Board may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the Board for any reason.

Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in our IPO, our Sponsor, upon consummation of an initial business combination will be entitled to nominate three individuals for election to our Board.

Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the Board.

Director Independence

Nasdaq listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person that, in the opinion of the FIAC Board, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with FIAC). Our Board has determined that Troy Carter and Dawanna Williams are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Pursuant to Nasdaq’s phase-in rules for newly listed companies, we have one year from the date on which we are first listed on Nasdaq to for a majority of our Board be independent. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

Prior to the completion of our initial business combination, none of our officers or directors will receive any cash compensation for services rendered to us. Commencing on the date that FIAC’s securities were first listed on Nasdaq, FIAC began to reimburse an affiliate of the Sponsor for office space, administrative and support services provided to FIAC in the amount of $10,000 per month. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, officers or directors, or our or their affiliates.

After the completion of our initial business combination, directors or members of our management team who continue to provide services to the Company may be paid consulting or management fees from the Combined Company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the Combined Company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.

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We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Committees of the Board of Directors

Our Board has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the nominating and compensation committees of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established an audit committee of the Board. Troy Carter, Dia Simms and Dawanna Williams serve as members of our audit committee, and Dawanna Williams serves as chairman of the audit committee. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Our Board has determined that each of Troy Carter, Dia Simms and Dawanna Williams are independent.

Each member of the audit committee is financially literate and our Board has determined that Dawanna Williams qualifies as an “audit committee financial expert” as defined in applicable SEC rules, and chairs the audit committee.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm all relationships they have with us in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent registered public accounting firm; and

setting clear policies for audit partner rotation in compliance with applicable laws and regulations.

Compensation Committee

We have established a compensation committee of the Board. The members of our compensation committee are Troy Carter, Dia Simms and Dawanna Williams, and Troy Carter serves as chairman of the compensation committee. Under Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors. Our Board has determined that each of Troy Carter, Dia Simms and Dawanna Williams are independent.

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We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our executive officers’ compensation, evaluating our executive officers’ performance in light of such goals and objectives and determining and approving the remuneration (if any) of our executive officers based on such evaluation;

reviewing and approving on an annual basis the compensation of all of our other officers;

reviewing on an annual basis our executive compensation policies and plans; and

implementing and administering our incentive compensation equity-based remuneration plans.

Notwithstanding the foregoing, as indicated above, other than the $10,000 per month administrative fee payable to an affiliate of our Sponsor and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our initial stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of a business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other advisor and will be directly responsible for the appointment, compensation and oversight of the work of any such advisor. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other advisor, the compensation committee will consider the independence of each such advisor, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the Board.

The Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The Board will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in the FIAC Charter and bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our Board.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

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Conflicts of Interest

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to such entity. Accordingly, in the future, if any of our officers or directors 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 honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual obligations of our officers arising in the future would materially undermine our ability to complete our business combination.

Potential investors should also be aware of the following other potential conflicts of interest:

None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our initial stockholders 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 the FIAC Charter (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 within 18 months from the closing of our IPO or (B) with respect to any other provision relating to the rights of holders of our Class A Common 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 within 18 months from the closing of our IPO (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). If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of our Public Shares, and the Private Placement Warrants will expire worthless. With certain limited exceptions, the Founder Shares will not be transferable, assignable by our Sponsor until the earlier of: (A) one year after the completion of our initial business combination; or (B) subsequent to our initial business combination, (x) if the closing price of our Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of FIAC Common Stock for cash, securities or other property. With certain limited exceptions, the Private Placement Warrants and the Class A Common Stock underlying such warrants, will not be transferable, assignable or saleable by our Sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our Sponsor and officers and directors may directly or indirectly own FIAC Common Stock and FIAC Warrants following our IPO, our officers and directors 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.

Our officers and directors 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 combination.

Our Sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our Sponsor or an affiliate of

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our Sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

The conflicts described above may not be resolved in our favor.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business; and

it would not be fair to FIAC and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

Individual	Entity	Entity’s Business	Affiliation
Carl Stanton	Westwood Estate Wines	Food and Beverage	Managing Partner
	cbGrowth Partners	Investments	Founder
Ernest Lyles	The HiGro Group	Private Equity	Founder and Managing Partner
Wray Thorn	Clear Heights Capital	Private Equity and Venture Capital	Founder and Chief Executive Officer
	Youth, Inc.	Nonprofit Organization	Co-Chair of Board of Directors
	Sailfish Productions	Entertainment and Media	General Manager
Howard Sanders	Auldbrass Partners L.P.	Private Equity	Founder and Managing Member
Troy Carter	Q&A	Technology and Multimedia	Founder and Chief Executive Officer
	The Aspen Institute	Nonprofit Organization	Executive Member on the Board of Trustees
	Los Angeles County Museum of Art	Museum	Executive Member on the Board of Trustees
Dawanna Williams	Dabar Development Partners	Real Estate	Managing Principal
Dia Simms	Lobos 1707 Tequila & Mezcal	Food and Beverages	Chief Executive Officer
	Tilt Holdings Inc.	Cannabis-Focused Holding Company	Director

Accordingly, if any of the above executive officers or directors becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our business combination. The FIAC Charter provides that we renounce our interest in any corporate 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 FIAC and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

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

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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 FIAC from a financial point of view. We are not required to obtain such an opinion in any other context.

We have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor. In the event that we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote any Founder Shares held by them and any Public Shares purchased during or after the offering in favor of our initial business combination and our officers and directors have also agreed to vote any Public Shares purchased during or after the IPO in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

The FIAC Charter provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, the FIAC Charter provides that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in the FIAC Charter. Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS OF FIAC

The following discussion and analysis should be read in conjunction with the financial statements and related notes included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this proxy statement.

Overview

We are a newly organized blank check company incorporated on February 23, 2021 as a Delaware corporation and formed for the purpose of ~~effect~~effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Our Sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company. The registration statement for our Initial Public Offering was declared effective on October 27, 2021. On November 1, 2021, we consummated the FIAC IPO of 23,000,000 FIAC Units, including the full exercise of the underwriters’ over-allotment option to purchase 3,000,000 FIAC Units, at a purchase price of $10.00 per unit. Offering costs amounted to $13,457,525 consisting of $4,000,000 of underwriting commissions, $8,650,000 of deferred underwriting commissions (which have subsequently been waived by the underwriters), and $807,525 of other offering costs. Of the offering costs, $509,712 is included within the statement of operations and $12,947,813 is included in temporary equity.

Simultaneously with the closing of the IPO, we completed the private sale of 11,200,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to us of $11,200,000.

The FIAC Charter provides that we will have until ~~the May~~November 1, 2024 to complete the initial business combination. If we do not complete the initial 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 Class A Common Stock, 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 shares of Class A Common Stock, which redemption will completely extinguish the FIAC 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, 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.

The FIAC Charter provides that we will have until the Termination Date to complete the initial business combination. If we are unable to complete the initial business combination prior to the Termination Date, we may seek an amendment to the FIAC Charter to extend the period of time we have to complete an initial business combination beyond the Termination Date. The FIAC Charter requires that such an amendment be approved by holders of 65% of our outstanding Class A Common Stock. If we do not complete the initial business combination prior to the Termination Date (or such extended period to complete an initial business combination), 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 shares of Class A Common Stock, which redemption will completely extinguish the FIAC 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, 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.

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Liquidity, Capital Resources and Going Concern

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which we have available following the completion of the FIAC IPO may not enable us to sustain operations for a period of at least one-year from the issuance date of the financial statements included in this proxy statement/prospectus. Based on the foregoing, management believes that we may not have sufficient working capital to meet our needs through the earlier of the consummation of an initial business combination or one year from this filing, if the Business Combination is not consummated. Over this time period, FIAC will be using these funds for paying existing accounts payable, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

In connection with FIAC’s assessment of going concern considerations in accordance with FASB’s ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete an initial business combination, raises substantial doubt about our ability to continue as a going concern. We have until the Termination Date to consummate an initial business combination. It is uncertain that we will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should FIAC be required to liquidate after ~~January~~April 1, 2024 (unless further extended).

Additionally, on October 16, 2023, we received a written notice (the “Notice”) notifying us that we were no longer in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 total holders for continued listing on the Nasdaq Global Market. We have 45 calendar days from the date of the Notice to submit a plan to regain compliance with the Minimum Public Holders Rule. The Notice has no immediate effect on the listing of FIAC Units, Class A Common Stock or FIAC Warrants on the Nasdaq Global Market while we prepare and submit a compliance plan. There can be no assurance that the compliance plan will be accepted by Nasdaq or that we will be able to regain compliance with the minimum requirements of the Minimum Public Holders Rule or will otherwise be in compliance with other Nasdaq listing criteria. If we are unable to regain compliance with the Nasdaq Listing Rule or move the FIAC Units, Class A Common Stock or FIAC Warrants to another public market, there is substantial doubt we will continue as a going concern.

Extension of Combination Period

On April 25, 2023, we held the Extension Meeting to vote upon, among other things, the Extension Amendment Proposal to amend the FIAC Charter to (i) extend the Termination Date from May 1, 2023 to August 1, 2023 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 the our Board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until ~~May~~November 1, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of our initial business combination shall have occurred prior to such date and (ii) the Redemption Limitation Amendment to remove the limitation that we may not redeem shares of public stock to the extent that such redemption would result in us having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,000. The stockholders of FIAC approved the Extension Amendment Proposal and the Redemption Limitation Amendment 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.

As disclosed in the proxy statement relating to the Extension Meeting (the “Extension Proxy”), the Sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (such person, a “Lender”) will contribute to us as a loan, within ten (10) business days of the date of the Extension Meeting, of the lesser of (a) an aggregate of $487,500 or (b) $0.0975 per share that is not redeemed in connection with the Extension Meeting, to be deposited into the Trust Account. In addition, the Lender

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may contribute to us the lesser of (a) $162,500 or (b) $0.0325 per each share of public stock that was 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. As of September 30, 2023, a total of $975,000 has been paid regarding the extensions. In October 2023, we deposited an additional $162,500 in the Trust Account, for an aggregate of $1,137,500, to extend the Termination Date to December 1, 2023, and in November 2023, we deposited an additional $162,500 in the Trust Account, for an aggregate of $1,300,000, to extend the Termination Date to January 1, 2024.

In connection with the Second Extension Meeting, FIAC’s Sponsor agreed that if the proposal to extend the Termination Date from January 1, 2024 to April 1, 2024 and to allow FIAC without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to seven times (until November 1, 2024) by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors if requested by Sponsor, unless the closing of the Company’s initial business combination shall have occurred prior to such date (the “Second Extension Proposal”) was approved, the Sponsor would deposit into the Trust Account the lesser of (a) $120,000 and (b) $0.06 per share of Class A Common Stock that was not redeemed in connection with the Second Extension Meeting. 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 (unless further extended).

In association with the approval of the Extension Amendment Proposal, on May 9, 2023, we issued the Promissory Note to the Sponsor and the Sponsor funded deposits into the Trust Account. The Promissory Note does not bear interest and matures upon closing of our initial business combination. In the event that we do not consummate an initial business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, 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 FIAC 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 IPO.

On August 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from August 1, 2023 to September 1, 2023. On September 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from September 1, 2023 to October 1, 2023. On October 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from October 1, 2023 to November 1, 2023. On November 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from November 1, 2023 to December 1, 2023. On November 30, 2023, we drew $162,500 pursuant to the promissory note underlying the Second Sponsor Working Capital Loan (the “Second Promissory Note”), which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from December 1, 2023 to January 1, 2024. In connection with the Second Extension Meeting, FIAC’s Sponsor agreed that if the Second Extension Proposal was approved, the Sponsor would deposit into the Trust Account the lesser of (a) $120,000 and (b) $0.06 per share of Class A Common Stock that was not redeemed in connection with the Second Extension Meeting. 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 (unless further extended). These ~~one-month~~ extensions ~~are~~were permitted under the FIAC Charter and ~~provide~~provided us with additional time to complete our initial business combination. We also drew $50,000, $100,000, $187,500 and ~~$187,500~~$25,000 in September 2023, October 2023, November 2023 and ~~November~~December 2023, respectively, pursuant to the Promissory Note for working capital. Further, in December 2023, we withdrew $205,000 pursuant to the Second Promissory Note for working capital.

Risks and Uncertainties

Our results of operations and ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain

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disruptions, declines in consumer confidence and spending and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

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completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change.

Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by FIAC, in connection with the Business Combination, Extension Meeting or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by FIAC and not by the redeeming holders, it could cause a reduction in the value of the Class A Common Stock, cash available with which to effectuate an initial business combination or cash available for distribution in a subsequent liquidation. Whether and to what extent FIAC would be subject to the excise tax in connection with an initial business combination will depend on a number of factors, including (i) the structure of the Business Combination, (ii) the fair market value of the redemptions and repurchases in connection with the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by FIAC in the event FIAC is unable to complete an initial business combination in the required time and redeem 100% of the remaining Class A Common Stock in accordance with the FIAC Charter, in which case the amount that would otherwise be received by the FIAC public stockholders in connection with FIAC’s liquidation would be reduced.

Results of Operations

As of September 30, 2023, we have not commenced any operations. All activity for the period from February 23, 2021 (inception) through September 30, 2023 relates to our formation and the FIAC IPO, and since the closing of the FIAC IPO, the search for a prospective initial business combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of our initial business combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the FIAC IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2023, we had net loss of $1,770,907 resulting from $2,485,780 in operating costs, $227,000 in change in fair value of warrants and $154,799 in provision for income taxes, partially offset by a recovery of offering costs allocated to warrants of $309,534, interest income from operating account of $2,434 and $784,704 in trust earnings.

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For the three months ended September 30, 2022, we had net income of $1,905,598 resulting from $1,362,000 in change in fair value of warrants, interest income from operating account of $2,481 and $1,059,933 in interest income partially offset by $212,593 in provision for income taxes and $306,223 in operating costs.

For the nine months ended September 30, 2023, we had net loss of $719,242 resulting from $4,027,550 in operating costs, $681,000 in change in fair value of warrants and $938,294 in provision for income taxes partially offset by a recovery of offering costs allocated to warrants of $309,534, interest income from operating account of $13,363 and $4,604,705 in trust earnings.

For the nine months ended September 30, 2022, we had net income of $9,732,124 resulting from $9,761,000 in change in fair value of warrants, interest income from operating account of $2,906 and $1,412,159 in interest income partially offset by $230,387 in provision for income taxes and $1,213,554 in operating costs.

Contractual Obligations

Except as described below, we do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

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pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from August 1, 2023 to September 1, 2023. On September 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from September 1, 2023 to October 1, 2023. On October 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from October 1, 2023 to November 1, 2023. On November 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from November 1, 2023 to December 1, 2023. On November 30, 2023, we drew $162,500 pursuant to the promissory note underlying the Second Sponsor Working Capital Loan, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from December 1, 2023 to January 1, 2024. In connection with the Second Extension Meeting, FIAC’s Sponsor agreed that if the Second Extension Proposal was approved, the Sponsor would deposit into the Trust Account the lesser of (a) $120,000 and (b) $0.06 per share of Class A Common Stock that was not redeemed in connection with the Second Extension Meeting. 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 (unless further extended). These ~~one-month~~ extensions ~~are~~were permitted under the FIAC Charter and ~~provide~~provided us with additional time to complete our initial business combination. We also drew $50,000, $100,000, $187,500 and ~~$187,500~~$25,000 in September 2023, October 2023, November 2023 and ~~November~~December 2023, respectively, pursuant to the Promissory Note for working capital. Further, in December 2023, we withdrew $205,000 pursuant to the Second Promissory Note for working capital.

Administrative Services Agreement

We agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support provided to us. Upon completion of an initial business combination or our liquidation, we will cease paying these monthly fees.

Registration and Stockholder Rights

The holders of our Class B Common Stock, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Class B Common Stock) will be entitled to registration rights pursuant to a registration rights and stockholder agreement to be signed prior to the consummation of the FIAC IPO, requiring us to register such securities for resale (in the case of the Class B Common Stock, only after conversion to the Class A Common Stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

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Underwriting Agreement

The underwriters were entitled to deferred underwriting commissions of approximately $0.376 per unit sold in the IPO, or $8,650,000 in the aggregate (including the commission related to the underwriters’ exercise of the over-allotment option) upon the completion of our initial business combination. In the third quarter of 2023, the underwriters waived any right to receive the deferred underwriting commission and will therefore receive no additional underwriting commissions in connection with the Closing. As a result, we recognized $309,534 of income and $8,340,466 was recorded to accumulated deficit in relation to the reduction of the deferred underwriter fee. As of September 30, 2023 and December 31, 2022, the deferred underwriting fee is $0 and $8,650,000, respectively.

To account for the waiver of the deferred underwriting fee, we analogized to the SEC staff’s guidance on accounting for reducing a liability for “trailing fees”. Upon the waiver of the deferred underwriter fee, we reduced the deferred underwriter liability to $0 and reversed the previously recorded cost of issuing the instruments in the IPO, which included recognizing a contra-expense of $309,534, which is the amount previously allocated to liability classified warrants and expensed upon the IPO, and reduced the accumulated deficit and increased income available to Class B Common Stock by $8,650,000, which was previously allocated to the Class A Common Stock subject to redemption and accretion recognized at the IPO date.

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entitlements to the payment of any deferred compensation with respect to the Business Combination in connection with their roles as underwriters of the FIAC IPO. The FIAC IPO Underwriters did not provide reasons for such waivers, FIAC did not seek out the reasons for such waivers, and FIAC will not speculate regarding such reasons. FIAC has not engaged, and has not received any services from, the FIAC IPO Underwriters except in connection with the consummation of the FIAC IPO. The FIAC IPO Underwriters did not have any role in the identification or evaluation of DevvStream as a business combination target for FIAC. FIAC did not expect the FIAC IPO Underwriters to provide a service in connection with the closing of the Business Combination; therefore, the waiver by each of the FIAC IPO Underwriters of its respective deferred compensation has not created any role in connection with the closing of the Business Combination that FIAC is seeking to fill.

Each of the FIAC IPO Underwriters has informed FIAC that it is not responsible for any portion of this proxy statement/prospectus which form a part of this registration statement, and FIAC is not aware of any disagreements with any of the FIAC IPO Underwriters regarding disclosure in this proxy statement/prospectus. Each of the FIAC IPO Underwriters’ waivers of their respective deferred compensation indicates that they do not want to be associated with the disclosure or the underlying business analysis related to the Business Combination. As a result of the waivers by the FIAC IPO Underwriters of their deferred compensation, the transactions fees payable by FIAC will be reduced by an aggregate amount equal to the deferred compensation attributable to the FIAC IPO Underwriters, as reflected in the section of this proxy statement/prospectus titled “Unaudited Pro Forma Combined Financial Information.”

Marketing Fee Agreement

We engaged advisors to assist in validating existing acquisition strategies and providing recommendations or potential amendments and refinements to said strategy. The fee structure is set as a minimum of $150,000 due upon an initial business combination for advisory services. If the advisors provide lead information of a potential target company in an initial business combination, we will pay the advisors between $2,000,000 and $6,000,000 upon successful close of the Business Combination.

Critical Accounting Policies

Offering Costs associated with the Initial Public Offering

We comply with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the FIAC IPO. Offering costs will be allocated to the separable financial instruments issued in the FIAC IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed

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and presented as non-operating expenses in the statement of operations and offering costs associated with the Class A Common Stock were charged to temporary equity. Offering costs amounted to $13,457,525 consisting of $4,000,000 of underwriting commissions, $8,650,000 of deferred underwriting commissions (which have subsequently been waived by the underwriters), and $807,525 of other offering costs. Of the offering costs, $509,712 was included within the statement of operations and $12,947,813 was included in temporary equity.

Common Stock Subject to Possible Redemption

All of the 23,000,000 shares of Class A Common Stock sold as part of the FIAC Units in the IPO contain a redemption feature which allows for the redemption of such shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the FIAC Charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control require common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A Common Stock have been classified outside of permanent equity.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

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Net (Loss) Income Per Common Stock

We comply with the accounting and disclosure requirements of the Financial Accounting Standards Board (the “FASB”) ASC Topic 260, “Earnings Per Share.” Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of shares of FIAC Common Stock outstanding during the period, excluding FIAC Common Stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of Class A Common Stock that were subject to forfeiture if the over-allotment option is not exercised by the underwriter. At September 30, 2023 and 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into FIAC Common Stock and then share in our earnings. As a result, diluted (loss) income per common stock is the same as basic (loss) income per common stock for the period presented.

Warrants

We account for the Warrants issued in connection with the FIAC IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, we classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Warrants are exercised or expire, and any change in fair value will be recognized in our statement of operations. The fair value of Warrants was estimated using an internal valuation model. Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.

Off-Balance Sheet Arrangements

As of September 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Inflation

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

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not

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being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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INFORMATION ABOUT DEVVSTREAM

For purposes of this section, “DevvStream”, “Company”, “we” “us”, and “our” refer to DevvStream Holdings Inc., and its consolidated subsidiaries, prior to the Business Combination.

Overview

DevvStream is a carbon credit generation company focused on seeking capital expenditure light, high quality, high return, technology-based projects. We aim to offer our partners the enhanced ability to generate or purchase carbon credits, a financial instrument used to reduce or offset emissions of carbon dioxide or equivalent greenhouse gasses from industrial activities and other operations in order to reduce the effects of global warming.

By seeking to utilize Devvio’s blockchain technology—which we believe will increase trust and transparency across the carbon credit cycle—and leveraging partnerships with market leaders to verify, validate and trade generated carbon credits, we aim to provide turnkey solutions to help companies generate, manage and monetize environmental assets through carbon credits. The blockchain technology will be used in conjunction with DevvStream’s platform to track, manage and store data only. It will do so to keep an immutable record of the data. The blockchain technology will not be used to track any assets. The blockchain technology will not create a record of carbon credits. Carbon credits are tracked by third parties in traditional registries and those registries show ownership of the carbon credits. The blockchain technology we will use does not create or track any type of crypto asset.

Our business model is focused on two forms of carbon credit generation activity: (1) making direct investments in projects or companies that generate or are actively involved, directly or indirectly, with carbon credit markets; and (2) providing project management for such companies and projects. Our choice of carbon credit generation activity is intended to meet the highest environmental integrity criteria such as the Core Carbon Principles (“CCPs”) and the United Nations 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 activities will have further social, environmental, and economic benefits in addition to their carbon reduction or removal potential. While we are currently pre-revenue, we aim to deliver long-term cash flow growth through the monetization of our carbon credit portfolio through direct sales to buyers referred from third-party buyers, or on carbon credit marketplaces.

Our Business Model – Direct Investment

Through our direct investment model, we seek to incentivize and accelerate the creation of carbon offset projects and/or companies by providing up-front capital, in return for rights to carbon credits generated by such projects and/or companies. These projects are expected to provide a long-term contractual revenue stream, as we expect our rights to carbon credits generated by such projects and/or companies will have durations of up to 30 years. For each direct investment, we will target retention of 90% to 100% of the carbon credits generated and a payback period of two years (for each project carbon credit stream with a ten or more year duration).

Our Business Model – Project Management

Through our project management model, we seek to act as a carbon project manager controlling all major aspects of carbon credit generation providing a long-term contractual revenue stream. Our carbon 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 engaging in activities that reduce energy consumption or green house 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, DevvStream is 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. This model is also lucrative for us since there are minimal upfront investments on our part. The majority of these investments 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. We anticipate that the project management stream of our business will make up substantially all of our operations by 2025.

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History of DevvStream

DevvStream Inc., our wholly-owned operating subsidiary, was incorporated in Delaware on August 27, 2021, under the name “18798 Corp.” On October 7, 2021, 18798 Corp. changed 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 an ESG principled, technology-based, impact-investing company focused on high quality and high return carbon credit generating projects.

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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. Ltd. changed its name to “DevvStream Holdings Inc.” Upon closing of the 2022 Business Combination, DevvStream Inc. became a wholly owned subsidiary of DevvStream, and the business of DevvStream Inc. became the business of DevvStream. On January 17, 2023, DevvStream’s subordinate voting shares were listed and posted for trading on the NEO Exchange. On September 12, 2023, DevvStream entered into the Business Combination Agreement.

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 projects. 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 purchased. 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. Approximately 90% of DevvStream’s credits for 2025 are expected to be technology-based, which we believe will provide enhanced credibility and transparency for buyers.

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

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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.

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Trends Related to Carbon Credits

The global carbon credit market is expected to grow significantly, due to increasing investment and demand from corporations and countries looking to reduce their carbon footprint and meet net zero goals. The rapidly growing global carbon credit market is expected to attract funding from various financial institutions, such as venture capital firms and investment banks. International non-profit organizations are also investing in the carbon credit market in order to fund and promote scalable climate and environmental action. For instance, in June 2021, the World Bank Group announced its new Climate Change Action Plan. This new Climate Change Action Plan aims to deliver record levels of climate finance to developing countries, reduce emissions, strengthen adaptation, and align financial flows with the goals of Paris Agreement. It also builds on the World Bank Group’s achievements under its first Climate Change Action Plan, which delivered over $83 billion in climate finance over five years, including a record $21.4 billion in 2020. Our management is currently in discussions with financial institutions looking to invest in sustainability and climate change projects and technologies, which could present us with potential opportunities to engage in larger and more projects and provide us with access to other projects that such institutions are assessing or already investing.

Many companies, as well as government organizations, are committing to reduce carbon emissions through voluntary initiatives. The growth of these initiatives is further encouraging other organizations to commit to participating in the voluntary carbon credit markets. Thus, we anticipate these initiatives will provide major business opportunities for market players in the near future. According to the World Bank’s Carbon Pricing Dashboard, which provides tracking data on all existing and emerging carbon pricing jurisdictions worldwide, there are currently sixty-five carbon pricing initiatives, a continuation of the increase from fifty initiatives in 2019 to sixty-one initiatives in 2020.

In 2023, the included initiatives would collectively cover 11.66 billion tCO2e, or about 23% of the estimated global greenhouse gas emissions. Further, with China commencing operation of its new ETS, there is hope that the next few years will see a significant decrease in emissions from the world’s largest emitter of greenhouse gasses. Recent estimates project that the voluntary carbon market could reach a yearly traded value of as much as $250 billion by 2030 and even reach $1.5 trillion in yearly traded value by 2050. Similarly, McKinsey estimates that annual global demand for carbon credits could reach up to 1.5 to 2.0 gigatons of carbon dioxide (“GtCO2”) by 2030 and up to 7.0 to 13.0 GtCO2 by 2050, driven by the need for organizations to use carbon credits to offset emissions. The global carbon credit market traded value was $978.56 billion in 2022 and is expected to reach $2.68 trillion by 2028, representing a compound annual growth rate of 18.23% during the forecast period of 2023 to 2028.

In addition to projected growth in the size of the carbon credit market, we anticipate continued strength in the price of carbon credits themselves. Factors that may impact the pricing of particular carbon credits include the quality of the carbon credits and social impact (which will be a criterion used by DevvStream in selecting which investment opportunities and projects to pursue). Following the drop in carbon prices after the 2008 financial crisis, the EU developed the Market Stability Reserve in order to control the supply of carbon units, which led to the sharp rise in carbon prices in 2018. The carbon price of the EU ETS, which had never consistently traded for more than €30 per credit, jumped up to more than €50 per credit in May 2021 and was €85.22 per credit as of December 1, 2022. This is a significant increase from the €18 per credit price in 2020, and our management believes that prices could continue to rise as the EU strives to meet its emissions reduction goals and carbon allowances become less available.

Likewise, carbon prices in other markets are reaching all-time highs. As of November 1, 2023, the weighted carbon price was $49.54 per credit according to the IHS Markit Global Carbon Index (which is designed to track carbon credit markets globally by consolidating data from the European Union Allowances, California Carbon Allowances and Regional Greenhouse Gas Initiative), up from around $20 per credit near the end of 2020. Before December of 2020, the IHS Markit Global Carbon Index weighted carbon price had not risen above $22.16 per credit, as shown in the graphic below.

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Five-Year Global Carbon Index (USD)

As of the date of this proxy statement/prospectus, the market price of carbon credits in the voluntary market can range from $1 to over $100 per ton of tC02e. For example, Swiss Reinsurance Company Ltd, one of the world’s largest reinsurers, is currently paying $100 per carbon credit in connection with its commitment to achieving net-zero greenhouse gas emissions in its operations and is expected to increase its purchase price per credit to $200 by 2030.

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 DevvStream leads 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 DevvStream receives a share of the credits generated. On DevvStream-led contracts under our project management model, we will bear the costs of generating and certifying the carbon

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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 DevvStream 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 DevvStream’s involvement during the term of the contract).

DevvStream uses 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 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 format. Given the collective experience of our management team and the DevvStream 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.

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 ESG. 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 DevvStream, 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. DevvStream’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. Additional 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, 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 potential. DevvStream aims 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

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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.

On November 24, 2022, we established an Investment Committee which will assist our board of directors in reviewing all investment and disposition proposals for us, recommend to our board approval or rejection of proposed transactions by us, and where the approval of the Investment Committee is required, approve or reject proposed transactions by us. The Investment Committee reviews all investment proposals presented to the board to ensure compliance with our investment restrictions, available capital and due diligence thresholds, along with alignment with our environmental, social and governance strategy.

Project Management

DevvStream acts 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 green house 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, DevvStream is 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, This model is also lucrative for us since there are minimal upfront investments on our part. The majority of these investments 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. We currently anticipate that the project management stream of our business will make up substantially all of our operations by 2025.

Project Assessment

In order to assess our project pipeline to choose the best opportunities, we have developed our proprietary Project Brief Assessment Tool (“PBAT”). PBAT 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, PBAT conducts a project assessment using thirty-two unique 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 PBAT, 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 Blockchain

By using Devvio’s blockchain, DevvX, we believe we will be able to provide full provenance, trust and transparency in every carbon credit generated, thus improving their quality. We believe this will allow us to target investments in projects with the highest-grade carbon credits and highest possible commensurate return.

Carbon credits have historically been stored (including the data behind them) on spreadsheets, private databases or public registries. These methods of credit registry are susceptible to a lack of trust in the accuracy and amount of data used to generate the credits from each project, along with concerns around the possibility of being double counted. This affects the quality and the value of the credits.

Pursuant to the Devvio Agreement, Devvio provides us with access to its proprietary DevvX blockchain, which will be used in conjunction with our platform to store all data around the generation of carbon credits, including project design documents, quantification methodologies, validation and verification reports, project/program specific data and registry credit issuance. Our Platform will use the DevvX blockchain to store all data related to our carbon credits to provide full provenance and transparency for every carbon credit we generate. According to Devvio, it’s DevvX blockchain has an extremely low carbon footprint, having one three billionth the energy usage and CO2 output of Bitcoin’s blockchain. This makes it a perfect blockchain for ESG applications such as carbon credit data management.

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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 four initial projects. These methodologies are internationally recognized. All our 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.

The price of a carbon credit is based in part on its perceived ‘quality’, which is primarily a function of (1) project location and type, (2) alignment to predetermined ‘high quality’ criteria (which includes third-party independent validation and verification processes) set out by program authorities and (3) additional ‘co-benefits’, including social, economic and health benefits. All project data from our portfolio will be stored on our platform and will be fully verified. We believe the use of the DevvX blockchain within our platform will minimize the risk of double-counting carbon credits and enhance the reliability of the data being used to form the basis of the offset underlying the carbon credits. This, in turn, makes the validation and certification process more seamless, as compared to legacy carbon credit data storage methods. We expect that this will increase the perceived quality of carbon credits generated.

Offset programs 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 verified. 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.

One of the major roles of fully-fledged offset programs 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

DevvStream plans to use Xpansiv DataSystems Inc. (“Xpansiv”)’s trading platform, the premier global marketplace for ESG-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 DevvStream 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.

Examples of Our Current Projects and Programs

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

LED Lighting Program

We are in the process of rolling out an LED lighting program in multiple countries in Africa to replace 100-watt incandescent light bulbs with 8-watt LED bulbs. The purpose of the program is to reduce the energy usage from lighting by 93% and to provide improved indoor lighting to the general population. On April 11, 2022, we partnered with LED Greenlight International Inc. (“Greenlight”) for proposed project finance and carbon credit assignment transactions. Greenlight has completed a successful pilot project where 10,000 incandescent 100-watt light bulbs were replaced with 8-watt LED bulbs. The Greenlight pilot, conducted on Annobon Island, a part of Equatorial Guinea and located off the west coast of Africa, provided an annual energy

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savings of approximately 2.7 million kWh. The majority of electricity on Annobon Island comes from diesel-powered generators, which have a high level of carbon output. Based on the pilot, we estimate that for every 10,000 bulbs replaced the project would reduce approximately 1,400 metric tons of CO2 annually and the country would save approximately $178,000 in diesel fuel annually. DevvStream anticipates developing relationships with additional partners in the future as we continue to advance this program.

Well Sealant Program

Our well sealant program is designed to provide funding to plug orphaned and abandoned oil or gas wells located in North America. We will target the highest methane-emitting wells, which are expected to generate enough carbon credits to pay back the investment in approximately two years. On April 11, 2022, we partnered with Devvio and TS-Nano Sealants LLC (“TS-Nano”), a company engaged in the business of designing, manufacturing, supplying, installing and producing field engineering for applications of polymer nanocomposite sealant, including an advanced sealant technology that is uses to plug wells. A study completed by TS-Nano indicates that TS-Nano’s sealant can dramatically reduce the flow rate of greenhouse gases after one sealant injection, which in turn significantly cuts greenhouse gas emissions. Since its inception, TS-Nano’s sealants have been applied in four countries and has plugged over 20 wells. We expect to continue sealing wells, both with TS-Nano, and with additional partners. We have also submitted a new methodology to the Global Carbon Council to obtain worldwide eligibility for carbon credits from plugging abandoned and orphaned oil wells.

Memorandum of Understanding with Ryoden Corporation

We have entered into a memorandum of understanding with Ryoden Corporation, a Mitsubishi Electric Corporation group company and global supplier of heating, ventilation, and air conditioning, factory automation, building and electronic systems. The envisioned partnership aims to explore the generation of high-quality and transparent carbon credits using leading technologies from the Japanese market.

Memorandum of Understanding with Bluegrace Energy

We have entered into a memorandum of understanding with Bluegrace Energy to become the exclusive carbon credit manager for an Amazon rainforest protection project spanning up to 8.3 million hectares in Bolivia. This innovative conservation project aims to generate carbon credits using a novel technology-driven methodology that is currently under development. We will provide carbon credit management services and will receive a portion of any resulting credits.

Carbon Credit Purchase Agreement

On August 14, 2023, we announced a multi-year carbon credit purchase agreement with a Canadian subsidiary of a large investor-owned energy company. Under this agreement, the customer will acquire 250,000 compliance carbon credits generated by DevvStream over a minimum three-year term, with the potential for an additional 400,000 credits. Carbon credits can only become eligible for trading on compliance markets if they are produced in alignment with relevant national, regional and/or international policies and legislation. The credits will be produced in accordance with compliance programs in Alberta and British Columbia, subject to certain regulatory requirements. The first delivery of carbon credits is expected by December 31, 2024.

Management Agreement with AgriLedger

We have entered into an exclusive carbon credits management agreement with AgriLedger, a global advisement and consultative service specializing in carbon offset strategies and renewable energy solutions for industrial, agricultural, and municipal clients. Under this agreement, we receive exclusive rights to carbon credits generated by AgriLedger’s projects and will manage the creation, validation, certification, registration, storage, security and liquidation of project credits.

Management Agreement with Prosper Technologies

We have entered into an exclusive carbon credit management agreement with Prosper Technologies. Prosper specializes in gas infusion technologies for water treatment. Prosper’s patented gas infusion process results in the creation of stable, highly oxygenated water at a fraction of the cost and with significantly lower energy

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consumption than (up to 83%) alternative methods. This reduction in energy allows us to generate carbon credits. We have exclusive rights to carbon credits generated by Prosper’s projects and will additionally manage the creation, validation, certification, registration, storage, security and liquidation of project credits.

Offtake Agreement with BC Road Builders and Heavy Construction Association

We have entered into an offtake agreement with the British Columbia Road Builders and Heavy Construction Association (“BCRB”). We have committed to pre-purchasing 25,000 carbon credits generated by BCRB’s greenhouse gas reduction program during 2024 and 2025. BCRB’s program is a carbon offset project aimed at reducing carbon emissions associated with road construction and maintenance activities. Pursuant to the offtake agreement, DevvStream will also have a right of first refusal for any additional credits beyond the 25,000 carbon credits we have pre-paid for generated by BCRB.

Our Growth Strategy and Carbon Credit Pipeline

We intend to work with a wide variety of project developers across the globe in a broad range of verticals within the sustainability industry. Our project pipeline is diversified across various project types, including energy efficiency (e.g., industrial efficiency solutions for factories), emission reduction (e.g., electric vehicle charging), renewable energy (e.g. solar power distribution), sequestration of greenhouse gases (e.g. direct air capture through HVAC systems) and plastics (e.g. ocean plastic recovery and plastic conversion to energy and fuel). Our management believes that our current project pipeline represents an opportunity to generate up to 30 million carbon credits per year, across many of the 140 projects in our pipeline.

In addition to our relationship with Devvio, we have entered into the following agreements with a number of third parties in order to expand our access to carbon credit generating investment opportunities:

United Cities North America Agreement

On August 14, 2023, we entered into a partnership agreement (the “UCNA Agreement”) with United Cities North America, Inc. (“UCNA”), a company that creates and builds sustainable cities and communities with net zero carbon emissions (“Smart Cities”). The UCNA Agreement contemplates that UCNA and DevvStream will partner and collaborate on future developments for the benefit of their respective businesses, principally through referrals from UCNA to DevvStream for investment opportunities in Smart Cities. Under the terms of the UCNA Agreement, UCNA will identify and provide us with notice of any prospective Smart Cities which may offer carbon streaming investment opportunities, and we will pay referral fees to UCNA based on a percentage of revenue derived from such investments.

Marmota Joint Venture

In January 2023, we launched Marmota, a joint venture between DevvStream 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.

Global Green Relationship

We signed a memorandum of understanding in December of 2022 with Global Green, a sustainability-focused non-governmental organization. Global Green is the American affiliate of Green Cross International, an international non-governmental organization founded by former President of the Soviet Union, Mikhail Gorbachev, in 1993 to foster a global value shift toward a sustainable and secure future. Global Green works throughout the U.S. to create green cities, neighborhoods, affordable housing, schools to protect environmental health, improve livability, support our planet’s natural systems, and to address climate change and create resilient and sustainable communities.

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Under the memorandum of understanding, Global Green will introduce us to entities and groups that can benefit from carbon credits or need assistance to generate, validate, register and monetize carbon credits. We will introduce emission reducing technologies to Global Green, and provide funding for Global Green’s initiatives, programs and projects through the use of carbon credits. The memorandum of understanding is expected to strengthen our connection to the United Nations and will provide us with access to corporate buyers and investors at both the municipal and state levels in the United States.

In January 2023, DevvStream and Global Green launched a carbon program in the United States. The program is designed to introduce advanced emissions-reducing technologies to Global Green’s extensive network of local and federal government organizations, Fortune 100 companies, academic institutions, and private foundations, while providing funding for sustainability initiatives, programs and projects through the use of carbon offset credits.

Our Competition and Competitive Advantage

DevvStream faces competition from other organizations, companies, non-profits, governments, asset managers and individuals that are, or may be, in the process of offering similar services. Some of our 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 DevvStream’s 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. There 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:

More accurate quantification due to the verifiable measurement of environmental benefits;

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; and

Alignment with many of the United Nations’ SDGs.

Participation in both the Voluntary and Compliance Market

Our competitors operate almost exclusively in the voluntary market, whereas our business model involves investing in and managing projects in both the voluntary and compliance carbon markets.

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The compliance carbon market is currently much larger than the voluntary carbon market. The voluntary carbon market has shown growth in recent years, with 2021 levels posting a nearly 60% increase from 2020 levels. Recent estimates project that the voluntary carbon market could reach a yearly traded value of as much as $250 billion by 2030 and even reach $1.5 trillion in yearly traded value by 2050. Additionally, the value of carbon credits in the compliance market can be much higher than those in the voluntary market—for example, the average price of LCFS Low Carbon Fuel Standard compliance credits in British Columbia, Canada was $443.48 CAD in the fourth quarter of 2022.

We are seeking to access the compliance carbon market by working with various government agencies to either expand their current compliance programs to include technology-based credits, or if they do not have a program, then to assist them with creating one.

Use of Devvio’s Proprietary Blockchain

As discussed above, we will use Devvio’s proprietary blockchain with our platform to manage all data and transactions around each carbon credit generated by us. We believe this will provide more transparency and improved trust with respect to the provenance of the carbon credits we generate, which we believe will increase the quality and value of our carbon credits, as compared to those generated or acquired by many of our competitors.

Devvio Agreement

We entered into the Devvio Agreement on November 28, 2021, pursuant to which we became Devvio’s principal business partner for project financing for Devvio’s clients in connection with acquiring rights to greenhouse gas emission or climate change related credits or offsets. Pursuant to the Devvio Agreement, Devvio granted us a worldwide, non-exclusive, non-transferable, non-sublicensable, right and license (the “License”) to exclusively use, access, and otherwise utilize the Devvio’s blockchain (as described below) in connection with our business, and to process, manipulate, copy, aggregate or otherwise use any data created, owned, produced or provided by us and compiled by or through the Devvio Platform, as reasonably required for our needs or our client’s needs. DevvStream pays royalties to Devvio equal to 5% of all sales revenue for transactions that use the Devvio blockchain and, pursuant to the Devvio Agreement, DevvStream prepaid $2,000,000 towards these royalties. Further, in September 2023, DevvStream agreed to additional prepaid royalty payments of a minimum of $1,000,000 by August 1, 2024 and $1,270,000 by August 1, 2025 and 2026. As of the date of this proxy statement/prospectus, DevvStream is pre-revenue and no royalty payments (other than prepaid royalties) have been incurred or paid.

During the term of the Devvio Agreement and while we actively maintain client data on the Devvio blockchain, in the event that Devvio is approached, becomes aware of, or has any opportunity to pursue a potential referral initiating from the Devvio blockchain that is based in or materially connected to North America which we could support, then Devvio shall promptly but in any event within five (5) business days of becoming aware of such opportunity notify us in writing of such opportunity and grant us the exclusive right of first refusal to pursue, negotiate and/or engage such opportunity (the “ROFR”). Under the ROFR, we have a period of 10 business days to inform Devvio in writing of our intention to exercise the ROFR. If we fail to exercise the ROFR, Devvio will have the right to pursue such opportunity independently of DevvStream and our ROFR will expire for such opportunity.

Additionally, during the term of the Devvio Agreement, in the event that Devvio is approached, becomes aware of, or has any opportunity to pursue a potential referral initiating from the Devvio blockchain, which we could support, then DevvStream will have the right to participate in a pro-rata share of 20% of the economics in any such opportunity amongst other streaming entities using the Devvio Platform who are geographical exclusive partners with Devvio, each of which getting an equal share. DevvStream’s pro-rata participation rights to such opportunity will be a minimum of 4% of such economics. During the term of the Devvio Agreement, in the event that DevvStream exercises a ROFR (each, a “Devvio Accepted Platform Opportunity”), Devvio will have the right to participate in 40% of the economics in any such Devvio Accepted Platform Opportunity, 20% of which will be available to Devvio and 20% of which will be available to the other platform partners on a pro-rata basis.

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The term of the Devvio Agreement will continue perpetually unless an event of termination set out below occurs:

(1)	at any time immediately upon notice by one party if the other party is in material breach of the agreement and such material breach is not remedied within forty-five days following notice from the terminating party to the breaching party setting out the reasonable particulars of such breach;

(2)	Ifif the minimum royalties have not been paid by August 1, 2024, 2024 and 2026, respectively;

(3)

immediately by either party if the other party is dissolved, has its existence terminated, has a receiver appointed over all or any material part of its property, has an assignment made for the benefit of its creditors, has a petition in bankruptcy made by it or against it, has commenced by or against it any proceedings under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness or composition or extension of indebtedness, in each case where it is not being contested in good faith by such other party;

(4)	upon a minimum of thirty days’ prior written notice by Devvio to DevvStream in the event that we fail to actively conduct our Streaming Business (as defined in the Devvio Agreement) for a period of at least six (6) months;

(5)	by either party upon written notice to the other party in the event of a direct or indirect change of control of such other party without the prior written consent of the first party; or

(6)	as otherwise mutually agreed in writing by the parties.

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 emissions. 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. Although we 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.

Trademarks and Licenses

We have a variety of intangible assets as is typical for businesses such as ours.

Our DevvStream brand is a registered trademark in the United States and other countries.

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Pursuant to the Devvio Agreement, Devvio granted us the License to use, access, and otherwise utilize the Devvio blockchain, and to process, manipulate, copy, aggregate or otherwise use any data created, owned produced or provide by us and compiled by or through the Devvio blockchain, as reasonably required for our needs or our client’s needs.

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 justified.

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 its business, we will seek to obtain, license and enforce patents, protect its 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. See “Risk Factors—Risks Related to DevvStream’s 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. In 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. The DevvStream team, on the other hand, are made up of mostly engineers, including several with PhDs. In addition, our team has carbon credit experts who have helped develop or manage government programs such as British Columbia’s LCFS Low Carbon Fuel Standard program.

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 experience. Our CEO, Sunny Trinh, has over 25 years of experience working in technology, corporate social responsibility, ESG and carbon markets. Our Head of Carbon, David Oliver, has over 15 years of experience in the compliance and voluntary carbon markets. Mr. Oliver has served as a carbon monetization advisor to industry leaders as well as multiple levels of government in Canada.

Employees

As of the date of this proxy statement/prospectus, 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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS OF DEVVSTREAM

The following discussion and analysis should be read in conjunction with DevvStream’s unaudited condensed consolidated interim financial statements and related notes, which have been prepared in accordance with ~~U.S.~~US GAAP and are included elsewhere in this proxy statement/prospectus. It should also be read in conjunction with Devvstream’s audited consolidated financial statements and related notes, which have been prepared in accordance with US GAAP and are included elsewhere in this proxy statement/prospectus. The discussion and the analysis should also be read together with the section of this proxy statement/prospectus titled “Information about DevvStream.” This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this proxy statement/prospectus. All figures are in US dollars unless otherwise noted. Unless the context otherwise requires, for the purposes of this section, “DevvStream,” “we,” “us,” “our,” or the “Company” refer to DevvStream Holdings Inc. and its subsidiaries.

Company Overview

We are an Environmental, Social and Governance principled, high-tech, impact investing company focused on high-quality and high-return carbon credit generating projects. We offer investors exposure to carbon credits, a key instrument used to reduce emissions of carbon dioxide and other greenhouse gases from industrial activities to reduce the effects of global warming. We are headquartered in Vancouver, British Columbia.

Company Formation and Reverse Takeover Transaction

We were incorporated under the British Columbia Business Corporations Act on August 13, 2021. On December 17, 2021 (and as amended on March 30, 2022, May 18, 2022, August 11, 2022 and October 24, 2022), we entered into a business combination agreement (the “~~Transaction Agreement~~”“Transaction Agreement”) with DevvStream Inc. (“~~DESG~~”DESG”) and DevvESG Streaming Finco Ltd. (“~~Finco~~”Finco”). The ~~Transaction (as defined below)~~transaction closed on November 4, 2022 and constituted a reverse takeover of DevvStream by DESG. We changed our name from 1319738 B.C. Ltd. to DevvStream Holdings Inc. upon the completion of the ~~Transaction.~~transaction.

Pursuant to the Transaction Agreement, we acquired all of the issued and outstanding Subordinate Voting Shares (“~~SVS~~”SVS”) and Multiple Voting Shares (“~~MVS~~”MVS”) of DESG by way of a three-cornered amalgamation among DevvStream, DESG and a Delaware subsidiary of DevvStream (the “~~Transaction~~”“Transaction”). Former SVS holders of DESG received one of our SVS for each SVS held and former MVS holders of DESG received one of our MVS for each MVS held.

Pursuant to the Transaction Agreement, we and Finco were required to complete private placements for aggregate gross proceeds of $10,000,000 (the “~~DESG Financing~~”“DESG Financing” and “~~Finco Financing~~”“Finco Financing”, respectively). The DESG Financing consisted of a unit private placement for our units at a price of CAD$0.80 per unit. Each unit under the DESG Financing consisted of one SVS and one SVS purchase warrant exercisable at a price of CAD$1.50 per share for a period of 24 months from the closing date of the Transaction. The Finco Financing consisted of a special warrant private placement at a price of CAD$0.80 per special warrant. Each special warrant converted into one unit of Finco consisting of one common share and one common share purchase warrant. Each Finco common share purchase warrant entitles the holder to purchase, upon exercise thereof, one Finco common share at a price of CAD$1.50 per share for a period of 24 months from the closing date of the Transaction.

In connection with the closing of the Transaction, we completed a consolidation of our shares on the basis of 28.09 pre-consolidation shares for each post-consolidation share.

DESG is deemed as the acquirer for accounting purposes, and therefore its assets, liabilities and operations are included in the consolidated financial statements at their historical carrying value. Our operations are considered to be a continuance of the business and operations of DESG from the date of its incorporation on August 27, 2021. Our results of operations are those of DESG, with our operations and Finco’s operations both being included from November 4, 2022, the closing date of the Transaction, onwards.

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Recent Developments

Proposed Transaction with FIAC

On September 12, 2023, we entered into the Business Combination Agreement with FIAC. FIAC is a special purpose acquisition corporation focused on amplifying social impact through the pursuit of a merger or business combination with socially forward companies. The ~~transaction~~Business Combination is structured as an amalgamation of DevvStream into a wholly owned subsidiary of FIAC, following FIAC’s redomiciling as an Alberta company. FIAC will be renamed “DevvStream Corp.” and continue the business of the Company following the amalgamation. It is a condition of the transaction that the securities of the Combined Company will be listed on NASDAQ.

The aggregate transaction consideration deliverable to our shareholders shall be a number of newly issued shares of common stock (or shares of common stock issuable upon the exercise or conversion of other outstanding securities of the Company that are converted as a part of the transaction) of the Combined Company equal to $145 million plus the aggregate exercise price of our outstanding options and warrants, with each share of common stock of the Combined Company valued at US$10.20 per share for the purposes of the transaction. Based on the aggregate transaction consideration, assuming full dilution and a US dollar to Canadian Dollar exchange rate of 1.34, this implies a deemed per share value of CAD$2.16 for our ~~SVS.~~subordinate voting shares (“SVS”).

Completion of the ~~transaction~~Business Combination is subject to customary closing conditions, including all requisite approvals by our shareholders and FIAC stockholders, the listing approval of NASDAQ and the effectiveness of the registration statement with the SEC. We are expected to delist from the Cboe Canada stock exchange on closing.

Amended Agreement with Devvio

On September 12, 2023, we amended our existing strategic partnership agreement with Devvio, Inc. As part of this amendment, we have committed to making specific payments to Devvio. We will provide a minimum advance payment of $1,000,000 by August 1, 2024, followed by $1,270,000 payment by August 1, 2025 and August 1, 2026. Additionally, starting from 2027, if advance royalty payments fall below $1,000,000 in any year, Devvio has the right to terminate the agreement with us.

Results of Operations — Three Months Ended October 31, 2023 Comparison Against the Three Months Ended October 31, 2022

	For the three months ended October 31, 2023 $	For the three months ended October 31, 2022 $
Sales and marketing	196,921	80,419
Depreciation	460	462
General and administrative	212,330	69,121
Professional fees	2,297,182	267,932
Salaries and wages	208,354	192,947
Share-based compensation	413,192	321,117
Total operating expenses	(3,328,439)	(931,998)
Other income	—	3,597
Foreign exchange gain (loss)	(43,635)	98,874
Net loss	(3,372,074)	(829,527)

During the three months ended October 31, 2023, we incurred a net loss of $3,372,074 compared to net loss of $829,527 for the three months ended October 31, 2022. An analysis of the increase in net loss of $2,542,547, including the major components our results for the periods, is below.

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Share-based compensation

During the three months ended October 31, 2023, we incurred share-based compensation of $413,192 compared to share-based compensation of $321,117 for the three months ended October 31, 2022. The increase is due to the increased number of securities vesting, including stock options and restricted stock units.

Professional fees

During the three months ended October 31, 2023, we incurred $2,297,182 in professional fees, the majority of which relate to legal fees incurred relating to the Business Combination. During the three months ended October 31, 2022, we incurred $267,932 in professional fees relating to legal fees incurred for general corporate matters and consulting fees related to advisory services.

Salaries and wages

During the three months ended October 31, 2023 and 2022, we incurred salaries and wages of $208,354 and $192,947, respectively, the majority of which were to officers of the Company.

Sales and marketing

Sales and marketing expenses for the three months ended October 31, 2023 and 2022 amounted to $196,921 and $80,419, respectively. These costs primarily related to publications, industry events and investor relations subsequent to our successful listing on the Cboe Exchange and the OTCQB.

General and administrative

General and administrative expenses for the three months ended October 31, 2023 and 2022 amounted to $212,330 and $69,121, respectively, and primarily comprised of insurance costs, filing fees and rent. The increase is a result of increased filing fees relating to the Business Combination.

Foreign exchange gain (loss)

During the three months ended October 31, 2023 and 2022, we recognized a foreign exchange gain (loss) of $(43,635) and $98,874, respectively. The foreign exchange gain (loss) is the result of fluctuations in the Canadian dollar against the US dollar, as we hold cash balances and have accounts payable denominated in both Canadian and US dollars.

Results of Operations — Fiscal Year Ended July 31, 2023 Comparison Against the Period from Incorporation on August 27, 2021 to July 31, 2022

	For the fiscal year ended July 31, 2023 $	Period from incorporation on August 27, 2021 to July 31, 2022 $	For the fiscal year ended July 31, 2023 $	Period from incorporation on August 27, 2021 to July 31, 2022 $
Sales and marketing	914,409	214,446	914,409	214,446
Depreciation	1,849	973	1,849	973
General and administrative	443,549	194,001	443,549	194,001
License fee	—	1,574,854	—	1,574,854
Professional fees	1,994,826	681,987	1,994,826	681,987
Salaries and wages	777,112	506,617	777,112	506,617
Share-based compensation	1,838,811	946,007	1,838,811	946,007
Total operating expenses	(5,970,556)	(4,118,885)	(5,970,556)	(4,118,885)
Other income	10,139	—	10,139	—
Loss on impairment	—	(1,781,824)	—	(1,781,824)
Foreign exchange gain (loss)	55,764	(49,119)	55,764	(49,119)
Net loss	(5,904,653)	(5,949,828)	(5,904,653)	(5,949,828)

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During the fiscal year ended July 31, 2023, we incurred a net loss of $5,904,653 compared to net loss of $5,949,828 for the period from incorporation on August 27, 2021 to July 31, 2022 (the “comparative prior period”). An analysis of the decrease in net loss of $45,175, including the major components our results for the periods, is below.

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License fee

During the fiscal year ended July 31, 2023, we incurred license fee expense of $0 compared to license fee expense of $1,574,854 for the comparative prior period. The decrease is due to us entering into a strategic partnership agreement in the comparative prior period with Devvio in which we paid a license fee to access Devvio’s online platform where ESG data is tracked under Devvio’s blockchain.

Loss on impairment

During the fiscal year ended July 31, 2023, we incurred impairment loss of $0 compared to impairment loss of $1,781,824 for the comparative prior period. The impairment loss was related to the impairment of our intangible assets that were recorded in connection with the strategic partnership agreement with Devvio and with the streaming rights agreement with TS-Nano. These assets were fully impaired in the comparative prior period.

Share-based compensation

During the fiscal year ended July 31, 2023, we incurred share-based compensation of $1,838,811 compared to share-based compensation of $946,007 for the comparative prior period. The increase is due to the increased number of securities vesting during the year ended July 31, 2023 in comparison to the comparative prior period, including vesting of stock options and restricted stock units, and the incremental fair value increase of finders’ warrants to account for the modification of such warrants during the fiscal year ended July 31, 2023.

Professional fees

During the fiscal year ended July 31, 2023, we incurred professional fees of $1,994,826 compared to professional fees of $681,987 for the comparative prior period. The increase is due to the closing of the Transaction, successfully listing on the NEO Exchange and the OTCQB, and advisory services to support strategic corporate transactions thereafter.

Salaries and wages

During the fiscal year ended July 31, 2023, we incurred salaries and wages of $777,112 compared to salaries and wages of $506,617 for the prior comparative period. The increase is due an increase in compensation to our officers, an increase in personnel, and the comparative prior period did not constitute a full fiscal year. Head count increased for the fiscal year ended July 31, 2023 from the comparative prior period in order to support the firm’s increased operations and business activities.

Sales and marketing

Sales and marketing expenses for the fiscal year ended July 31, 2023 of $914,409 related to publications, industry events and investor relations engagement as we successfully listed on the NEO Exchange. During the comparative prior period, we incurred sales and marketing expenses of $214,446 related to investor relations, website design and video production.

General and administrative

General and administrative expenses for the fiscal year ended July 31, 2023 amounted to $443,549 and primarily comprised of insurance costs and filing fees. General and administrative expenses for the period from incorporation on August 27, 2021 to July 31, 2022 of $194,001 consisted mainly of filing fees as we prepared to list our shares on the NEO Exchange.

Foreign exchange gain (loss)

During the fiscal year ended July 31, 2023 and the comparative prior period, we recognized a foreign exchange gain (loss) of $55,764 and $(49,119), respectively. The foreign exchange gain (loss) is the result of fluctuations in the Canadian dollar against the US dollar as we hold cash balances and have accounts payable denominated in both Canadian dollars and US dollars.

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Liquidity and Capital Resources

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conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage the timing of our capital expenditures. As of October 31, 2023, we had a working capital deficit of $2,783,704 (current assets of $211,833, less current liabilities of $2,995,537) and as of July 31, 2023, we had a working capital deficit of $57,583 (current assets of $851,069, less current liabilities of $908,652).

Our continuing operations are dependent upon our ability to obtain debt or equity financing until such time that we achieve profitable operations. There can be no assurance that we will gain adequate market acceptance for our products or be able to generate sufficient gross margins to reach profitability. ~~Subsequent to the fiscal year ended July 31, 2023,~~

Since our inception, we ~~entered into a business combination agreement, the completion of which contemplates the completion of a bridge financing of unsecured convertible notes, as discussed in “—~~ ~~Proposed Transaction with FIAC~~.”

have incurred operating losses and have experienced negative cash flows from operations. We do not anticipate that cash on hand will be adequate to satisfy our obligations in the ordinary course of business over the next 12 months. Based on this assessment, we have material uncertainties about our business that may cast substantial doubt about our ability to continue as a going concern. Accordingly, our ability to continue as a going concern is dependent upon our ability to raise sufficient funds to pay ongoing operating expenditures and to meet our obligations. See further discussion related to our ability to continue as a going concern within “— “— Critical Accounting Policies and ~~Estimates~~.Estimates.”

As of October 31, 2023 and July 31, 2023, we had $10,559 and $489,971 in ~~cash.~~cash, respectively. We are actively managing current cash flows until such time that we are profitable.

On November 6, 2023, we received proceeds of $250,000 in conjunction with a financing of convertible debt. The convertible debt bears interest at 5.30% per annum and is due on November 6, 2024. The convertible debt and any accrued interest is convertible at the option of the holder based on the following terms:

In the event that the Business Combination is completed, into a number of SVS equal to the quotient obtained by dividing (A) the amount outstanding divided by $7.65 by (B) $10.20; or

In the event that the Business Combination is not completed by the later of (A) 270 days from November 6, 2023 or (B) the termination date, the amounts outstanding will be convertible into units (“Units”) at a conversion price per Unit equal to the greater of (I) the 30 day volume weighted average trading price of the Company’s shares on the Cboe Exchange (“VWAP”) on the date of delivery of a notice of conversion, converted into United States dollars based on the Bank of Canada daily exchange rate on the last business day prior to the conversion date, and (II) CA$1.03. Each Unit will consist of one share and one-half of a warrant. Each warrant will be exercisable at a price the greater of (a) a 20% premium to such VWAP, and (b) CA$1.03, and will expire two years from the conversion date.

The convertible debt also has an acceleration clause; in the event the Business Combination closes, the outstanding amounts under the convertible debt are repayable within 10 business days after the closing of the Business Combination.

The chart below highlights our cash flows for the ~~year ended July 31, 2023 and comparative prior period:~~periods indicated:

	For the fiscal year ended July 31, 2023 $	Period from the date of incorporation on August 27, 2021, to July 31, 2022 $	For the three months ended October 31, 2023 $	For the three months ended October 31, 2022 $	For the fiscal year ended July 31, 2023 $	Period from the date of incorporation on August 27, 2021, to July 31, 2022 $
Net cash provided by (used in):
Operating activities	(3,408,144)	(3,469,653)	(692,321)	(363,728)	(3,408,144)	(3,469,653)
Investing activities	10	(1,287,708)	—	—	10	(1,287,708)
Financing activities	301,984	8,610,606	226,113	—	301,984	8,610,606
Effect of exchange rate changes on cash			(13,204)	(220,848)	(159,534)	(97,590)
(Decrease)/Increase in cash	(3,265,684)	3,755,655	(479,412)	(584,576)	(3,265,684)	3,755,655

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Cash Used in Operating Activities

Our net cash used in operating activities is primarily due to cash payments for operating expenses that we incur in the day-to-day operations of ~~our~~the business. Net cash used in operating activities for the three months ended October 31, 2023 was $692,321 compared to $363,728 for the three months ended October 31, 2022. The loss for the three months ended October 31, 2023 of $3,372,074 was offset by $2,216,101 in changes in working capital items and $463,652 in non-cash items consisting mainly of share-based compensation. This compares to a loss of $829,527 for the prior period, including $144,220 in changes in working capital items and offset by $321,579 in non-cash items consisting mainly of share-based compensation.

Net cash used in operating activities for the fiscal year ended July 31, 2023 was $3,408,144 compared to $3,469,653 for the comparative prior period. The loss for the fiscal year ended July 31, 2023 of $5,904,653 was offset by $662,391 in changes in working capital items and $1,834,118 in non-cash items consisting mainly of share-based compensation expense. This compares to a loss of $5,949,828 for the comparative prior period, including $248,629 in changes in working capital items and offset by $2,728,804 in ~~non-cash~~noncash items consisting mainly of share-based compensation and the loss on impairment for the comparative prior period.

Cash Provided by (Used in) Investing Activities

Net cash provided by investing activities for the three months ended October 31, 2023 and 2022 was $nil.

Net cash provided by investing activities for the fiscal year ended July 31, 2023 was $10 and relates to the Transaction. Net cash provided by investing activities during the comparative prior period was $(1,287,708) which relates to our purchases of computer equipment ~~totalling~~totaling $5,860 and purchases of intangible assets ~~totalling~~totaling $1,281,848.

Cash Provided by Financing Activities

We have funded our business to date from sales of our common stock through private placements, from proceeds from the exercises of warrants, and from loans from related parties.

Net cash provided by financing activities for the three months ended October 31, 2023 was $226,113 compared to $nil for the three months ended October 31, 2022. The following financing activities occurred during the three months ended October 31, 2023:

(1)	Exercise of share purchase warrants:

On August 4, 2023, we issued 600,000 shares for the exercise of 600,000 share purchase warrants, at an exercise price of CAD$0.20 per share for gross proceeds of $89,826.

On August 22, 2023, we issued 416,667 shares for the exercise of 416,667 share purchase warrants, at an exercise price of CAD$0.20 per share for gross proceeds of $61,535.

On September 22, 2023, we issued 166,666 shares for the exercise of 166,666 share purchase warrants, at an exercise price of CAD$0.20 per share for gross proceeds of $24,752.

(2)	Non-brokered private placement of unsecured convertible notes:

On September 13, 2023, we announced that we would be undertaking a bridge financing non-brokered private placement of unsecured convertible notes for gross proceeds of up to $7,500,000. The Convertible Bridge Notes shall bear interest at 15% per annum and shall automatically convert into equity on the earlier to occur of the following:

In the event that the Company completes the Business Combination or another transaction that results in the Company being listed as a US public company, the principal amount and all accrued interest of the Convertible Bridge Notes will automatically convert into shares of common stock of the special purpose acquisition corporation, at a conversion price equal to a 25% discount to the deemed value per share in the Company’s de-SPAC transaction; or

In the event that a de-SPAC transaction is not completed within 270 days from the closing date (the “Anniversary Date”), the principal amount of the Convertible Bridge Notes will automatically convert into units (“Units”) at a conversion price per Unit equal to the 30-day volume weight average trading

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price (“VWAP”) of the subordinate voting shares of the Company (the “Shares”) on the Cboe Canada stock exchange leading up to the Anniversary Date. Each Unit will consist of one Share and one-half of a Warrant (each whole warrant, a “Warrant”) to purchase Shares at an exercise price equal to a 20% premium to the 30-day VWAP until two years from the Anniversary Date.

Pursuant to Cboe Canada stock exchange rules, the conversion price of the Convertible Bridge Notes and the exercise price of the Warrants will be subject to a floor price equal to the closing price of the Shares on the last trading date prior to the announcement of the offering or price reservation date.

We reserve the right, in our absolute discretion, to reject any subscriptions related to the private placement, in whole or in part, at any time prior to the closing date. If a subscription is rejected, or closing fails to occur, the subscribed funds shall be repayable to the subscriber on demand without interest or deduction. The private placement had not closed as at October 31, 2023.

On September 27, 2023, we received $50,000 in subscription funds in relation to the private placement.

On September 28, 2023, an additional subscription agreement was entered into in relation to the private placement for subscribed funds of $50,000.

Net cash provided by financing activities for the fiscal year ended July 31, 2023 was $301,984 compared to $8,610,606 for the comparative prior period. For the fiscal year ended July 31, 2023, we received proceeds of $301,984 for warrant exercises. During the comparative prior period, we received $5,356,194 from the issuance of shares and borrowed $3,254,412 from Finco, a related party.

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Contractual Obligations

Prepaid Royalties Agreement with Devvio

In September 2023, we agreed to pay prepaid royalty payments to Devvio, a related party, equal to a minimum of $1,000,000, to be paid by August 1, 2024 and $1,270,000 to be paid by August 1, 2025 and 2026.

For more information regarding our related party transactions, see the section of this proxy statement/prospectus ~~titled~~entitled “Certain Relationships and Related ~~Person~~Party Transactions — DevvStream — Devvio Agreement,” and see “Note 97 — Related party transactions and balances” included in the notes to the ~~audited~~unaudited condensed consolidated interim financial statements, included elsewhere in this proxy statement/prospectus.

Quantitative and Qualitative Disclosures about Market Risk

Our board of directors have overall responsibility for the establishment and oversight of our risk management policies on an annual basis. Management identifies and evaluates our financial risks and is charged with the responsibility of establishing controls and procedures to ensure financial risks are mitigated in accordance with the approved policies.

Our financial instruments consist of cash, GST receivable, accounts payable and accrued ~~liabilities.~~liabilities, and short-term loans. The fair value of our financial instruments approximate their carrying value due to the short-term nature of the financial instruments.

Our risk exposures and the impact on our financial instruments are summarized below:

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily attributable to our liquid financial assets including cash. Our financial assets are cash and GST receivable. Our maximum exposure to credit risk, as ~~of July 31, 2023, was~~at period end, is the carrying value of ~~its~~our financial assets, being ~~$539,379.~~$64,455 and $539,379 as of October 31, 2023 and July 31, 2023, respectively. We hold cash with major financial institutions and with a publicly traded payment processing company therefore minimizing our credit risk.

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet financial obligations as they fall due. We manage liquidity by maintaining adequate cash balances and by raising equity financings. We have no assurance that such financings will be available on favorable terms in the future. In general, we attempt to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of shares.

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As of October 31, 2023, we had cash of $10,559 to settle current liabilities of $2,995,537 which fall due for payment within twelve months of the statement of financial position. As of July 31, 2023, we had cash of $489,971 to settle current liabilities of $908,652 which fall due for payment within twelve months of the statement of financial position. All of our contractual obligations are current and due within one year.

Refer to “— “— Liquidity and Capital Resources” above.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect our income or value of holdings or financial instruments. As of October 31, 2023 and July 31, 2023, we had cash ~~of $395,336~~ denominated in US dollars that is exposed to foreign exchange ~~risk. A~~risk of $5,959 and $395,336, respectively. As of October 31, 2023 and July 31, 2023, a 10% strengthening or weakening in the Canadian dollar against the US dollar with all other variables held constant would have an unfavorable or favorable impact of approximately ~~$30,000.~~$430 and $30,000, respectively.

Inflation Risk

We do not believe that inflation had a significant impact on our results of operations for any periods presented in our condensed consolidated interim financial statements. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, and our inability or failure to do so could harm our business, financial condition and results of operations.

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Capital Management

Capital is comprised of our shareholders’ equity (deficiency) and any debt that we may issue. Our objectives when managing capital are to maintain financial strength and to protect our ability to meet ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for our shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels. We manage capital structure to maximize financial flexibility by making adjustments in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. We do not presently utilize any quantitative measures to monitor ~~its~~our capital, but rather we rely on our management’s expertise to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given our size, is reasonable.

There were no changes to our approach to capital management during the period. We are not subject to externally imposed capital requirements.

Critical Accounting Policies and Estimates

Our condensed consolidated interim financial statements are prepared in accordance with generally accepted accounting principles in the U.S. The preparation of our condensed consolidated interim financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our condensed consolidated interim financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are described in more detail in the notes to our condensed consolidated interim financial statements, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.

Going Concern

Since our inception, we have incurred operating losses and have experienced negative cash flows from operations. Accordingly, our ability to continue as a going concern is dependent upon our ability to raise sufficient funds to pay ongoing operating expenditures and to meet our obligations. Based on this assessment, we

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have material uncertainties about our business that may cast substantial doubt about our ability to continue as a going concern. Our financial statements do not give effect to any adjustments that are required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements. Such adjustments could be material.

~~License Fees~~

We acquired a license to access Devvio’s online platform to track ESG data. We pay Devvio a sale fee of 5% for all revenue related to the sale of Carbon Credits which are stored on Devvio’s platform. As we earn revenue related to the sale of Carbon Credits which are stored on the Devvio’s platform, we calculate and record the license fee associated with this revenue.

~~Impairment Losses~~

The carrying amount of our assets are reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of comprehensive loss.

The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax

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discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash generating unit to which the asset belongs.

~~Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.~~

Stock Compensation

We recognize stock compensation expense in accordance with ASC 718, Stock Compensation. In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment.

The fair value of the options and warrants granted to employees is estimated on the grant date using the Black-Scholes option pricing model. We use a third-party valuation firm to assist in calculating the fair value of our options and warrants. This valuation model requires us to make assumptions and ~~judgment~~judgments about the variables used in the calculation, including the volatility of our common stock and assumed risk-free interest rate, expected price volatility, and expected life.

Since we do not have sufficient trading history of our common stock, we estimate the expected volatility of our options and warrants at the grant date by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected term of the options. We use the U.S. Treasury yield for our risk-free interest rate that corresponds with the expected term. We determine the expected term based on the average period the options and warrants are expected to remain outstanding using the simplified method, generally calculated as the midpoint of the vesting term and contractual expiration period, as we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. We utilize a dividend yield of zero, as we do not currently issue dividends, nor do we expect to do so in the future. Forfeitures are accounted for and are recognized in calculating net expense in the period in which they occur.

Sales and Marketing

We expense costs relating to advertising and promotion either as costs are incurred or the first time the advertising takes place.

Salaries, Wages and Professional Fees

We record an expense for salaries, wages and professional fees as these expenses are incurred.

Off-Balance Sheet Arrangements

We have not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations, or with respect to any obligations under a variable interest equity arrangement.

Emerging Growth Company Status

The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. ~~The Combined Company has~~We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies, and our financial statements may not be comparable to other public companies that comply with new or revised accounting pronouncements as of public company effective dates. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.

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We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more, (ii) the last day of our fiscal

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year following the fifth anniversary of the date of the closing of this offering, (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

Further, even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our share price may be more volatile.

Evaluation of Disclosure of Controls and Procedures

Based on an evaluation as of July 31, 2023 and October 31, 2023, our management, including the Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were not effective to provide reasonable assurance because of a material weakness in our internal control over financial reporting as described below.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.

The above material weakness did not result in a material misstatement of our financial statements, however, it could result in a misstatement of our account balances or disclosures that would result in a material misstatement of our annual financial statements that would not be prevented or detected.

Remediation Activities

Management will continue to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting. The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded that these controls are operating effectively.

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DESCRIPTION OF SECURITIES OF NEW PUBCO

This section of the proxy statement/prospectus includes a description of the material terms of the New PubCo Governing Documents and applicable Canadian law as will be in effect upon Closing of the Business Combination. The following is intended as a summary only and does not constitute legal advice regarding those matters and should not be regarded as such. Unless stated otherwise, this description does not address any (proposed) provisions of Canadian law that have not become effective as per the date of this proxy statement/prospectus. The description is qualified in its entirety by reference to the complete text of the New PubCo Articles, which is attached as Annex B to this proxy statement/prospectus, and the New PubCo Bylaws, which is attached as Annex C to this proxy statement/prospectus. We urge you to read the full text of the New PubCo Articles and the New PubCo Bylaws.

Authorized Share Capital

The authorized share capital of New PubCo consists of an unlimited number of New PubCo Common Shares and unlimited number of preferred shares (the “New PubCo Preferred Shares”), issuable in series.

Share Terms

New PubCo Common Shares

Voting Rights

The holders of New PubCo Common Shares are entitled to receive notice of, to attend and to one vote per New PubCo Common Share held at any meeting of shareholders of New PubCo, except meetings at which only holders of a different class or series of shares of New PubCo are entitled to vote.

Dividend Rights

Subject to the prior satisfaction of all preferential rights and privileges attached to any other class or series of shares of New PubCo ranking in priority to the New PubCo Common Shares in respect of dividends, the holders of New PubCo Common Shares are entitled to receive dividends at such times and in such amounts as the New PubCo Board may determine from time to time.

Liquidation

Subject to the prior satisfaction of all preferential rights and privileges attached to any other class or series of shares of New PubCo ranking in priority to the New PubCo Common Shares in respect of return of capital on dissolution, upon the voluntary or involuntary liquidation, dissolution or winding-up of New PubCo or any other distribution of its assets among the shareholders of New PubCo for the purpose of winding up its affairs (such event, a “Distribution”), holders of New PubCo Common Shares shall be entitled to receive all declared but unpaid dividends thereon and thereafter to share ratably in such assets of New PubCo as are available with respect to such Distribution.

New PubCo Preferred Shares

Subject to filing the articles of amendment in accordance with the ABCA, the New PubCo Board may: (a) at any time and from time to time issue New PubCo Preferred Shares in one or more series, each series to consist of such number of shares as may, before the issuance thereof, be determined by the New PubCo Board; and (b) from time to time fix, before issuance, the designation, rights, privileges, restrictions and conditions attaching to each such series, including dividend rights, conversion rights, redemption privileges and liquidation preferences for the issue of such series in accordance with the ABCA. The issuance of New PubCo Preferred Shares could have the effect of decreasing the trading price of New PubCo Common Shares, restricting dividends on New PubCo’s share capital, diluting the voting power of New PubCo Common Shares, impairing the liquidation rights of New PubCo’s share capital, or delaying or preventing a change in control of New PubCo.

At Closing, no New PubCo Preferred Shares will be issued and outstanding.

Notices

The New PubCo Bylaws provide that, a notice of the time and place of each meeting of shareholders of New PubCo will be sent not less than twenty-one (21) days and not more than fifty (50) days before the meeting to each shareholder entitled to vote at the meeting.

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For the purpose of determining shareholders of New PubCo entitled to receive notice of or to vote at a meeting of shareholders of New PubCo, the directors of New PubCo may fix in advance a date as the record date for such determination, but that record date will not precede by more than fifty (50) days or by less than twenty-one (21) days the date on which such meeting is to be held.

Amendment/Variation of Class Rights

Under the ABCA, certain fundamental changes, such as changes to a corporation’s articles, changes to authorized share capital, continuances out of province, certain amalgamations, sales, leases or other exchanges of all or substantially all of the property of a corporation (other than in the ordinary course of business of the corporation), certain liquidations, certain dissolutions, and certain arrangements are required to be approved by special resolution.

A special resolution under the ABCA is a resolution: (i) passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of such resolution; or (ii) signed by all shareholders entitled to vote on the resolution.

In certain cases, an action that prejudices, adds restrictions to or interferes with rights or privileges attached to issued shares of a class or series of shares must be approved separately by the holders of the class or series of shares being affected by special resolution.

New PubCo Directors — Appointment and Retirement

The New PubCo Bylaws provide that, subject to the limitations and requirements provided in the New PubCo Articles, the number of directors of New PubCo shall be determined from time to time by resolution of the shareholders of New PubCo or the New PubCo Board. The New PubCo Articles provide that New PubCo will have a board of directors consisting of a minimum of 3 ~~director~~directors and a maximum of 15 directors. Pursuant to the ABCA, if New PubCo is a reporting issuer, the New PubCo Board shall not have less than 3 directors.

Directors are generally elected by shareholders by ordinary resolution; however, the New PubCo Articles also provide that the New PubCo Board may, between annual general meetings of shareholders, appoint one or more additional directors to serve until the next annual general meeting, but the number of additional directors so appointed may not at any time exceed one-third of the number of directors who held office at the expiration of the previous annual general meeting.

The New PubCo Bylaws provide that director nominees may be made at the discretion of the New PubCo Board as well as by shareholders of New PubCo if made in accordance with the Advance Notice Provisions of the New PubCo Bylaws. The Advance Notice Provisions in the New PubCo Bylaws set forth the procedure requiring advance notice to New PubCo from a shareholder who intends to nominate a person for election as a director of New PubCo. Among other things, the Advance Notice Provisions provide for a deadline by which a shareholder must notify New PubCo of an intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and specify the information that the nominating shareholder must include in such notice in order for the director nominees to be eligible for nomination and election at the meeting. The full particulars of the requirements of the Advance Notice Provisions are set forth in the New PubCo Bylaws attached as Annex C to this proxy statement/prospectus.

New PubCo Directors — Voting

Questions arising at any meeting of the New PubCo Board will be decided by a majority of votes. In the case of an equality of votes, the chair of the meeting will not have a second or casting vote. A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors is as valid as if it had been passed at a meeting of directors or committee of directors, as the case may be. A resolution in writing dealing with all matters required by the ABCA to be dealt with at a meeting of directors, and signed by all the directors entitled to vote at that meeting, satisfies all the requirements of the ABCA relating to meetings of directors.

Powers and Duties of New PubCo Directors

Under the ABCA, the directors of New PubCo are charged with the management, or supervision of the management, of the business and affairs of New PubCo. In discharging their responsibilities and exercising their powers, the ABCA requires that the directors: (a) act honestly and in good faith with a view to the best interests

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of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. These duties are commonly referred to as the directors’ “fiduciary duty” and “duty of care,” respectively. Further the directors’ responsibilities may not be delegated (or abdicated) to shareholders, unless provided for in a unanimous shareholders’ agreement, and include the obligation to consider the best interests of the corporation and, particularly in respect of directors’ duty of care, it may be appropriate for the directors to consider (and not unfairly disregard) a broad set of stakeholder interests including the interests of shareholders, employees, suppliers, creditors, consumers, government and the environment.

Directors’ and Officers’ Indemnity

Under subsection 124(1) of the ABCA, except in respect of an action by or on behalf of New PubCo to procure a judgment in New PubCo’s favor, New PubCo may indemnify a current or former director or officer or a person who acts or acted at New PubCo’s request as a director or officer of a body corporate of which New PubCo is or was a shareholder or creditor and the heirs and legal representatives of any such persons (each, an “Indemnified Person”) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by any such Indemnified Person in respect of any civil, criminal or administrative, investigative or other actions or proceedings in which the Indemnified Person is involved by reason of being or having been director or officer of New PubCo, if (i) the Indemnified Person acted honestly and in good faith with a view to the best interests of New PubCo, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Person had reasonable grounds for believing that such Indemnified Person’s conduct was lawful.

Notwithstanding the foregoing, subsection 124(3) of the ABCA provides that an Indemnified Person is entitled to indemnity from New PubCo in respect of all costs, charges and expenses reasonably incurred by the Indemnified Person in connection with the defense of any civil, criminal, administrative, investigative or other action or proceeding in which the Indemnified Person is involved by reason of being or having been a director or officer of New PubCo, if the Indemnified Person (i) was not judged by a court or competent authority to have committed any fault or omitted to do anything that the person ought to have done, and (ii) fulfills the conditions set out in subsection 124(1) of the ABCA. Under subsection 124(3.1) of the ABCA, New PubCo may advance funds to an Indemnified Person in order to defray the costs, charges and expenses of such a proceeding; however, the Indemnified Person must repay the funds if the Indemnified Person does not fulfill the conditions set out in subsection 124(3) of the ABCA. The indemnification may be made in connection with a derivative action only with court approval and only if the conditions set out in subsection 124(1) of the ABCA are met.

Subject to the aforementioned prohibitions on indemnification, an Indemnified Person will be entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by such person in connection with the defense of any civil, criminal, administrative, investigative or other action or proceeding in which the Indemnified Person is involved by reason of being or having been a director or officer of the corporation or body corporate, if the person seeking indemnity: (i) was not judged by a court or competent authority to have committed any fault or omitted to do anything that the person ought to have done; and (ii) (a) the individual acted honestly and in good faith with a view to the best interests of the corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

As permitted by the ABCA, the New PubCo’s Bylaws will require New PubCo to indemnify directors or officers of New PubCo, former directors or officers of New PubCo or other individuals who, at New PubCo’s request, act or acted as directors or officers or in a similar capacity of another entity of which New PubCo is or was a shareholder or creditor (and such individual’s respective heirs and personal representatives) to the fullest extent permitted by the ABCA. Because the New PubCo’s Bylaws will require that indemnification be subject to the ABCA, any indemnification that New PubCo provides is subject to the same restrictions set out in the ABCA which are summarized, in part, above.

New PubCo may also, pursuant to subsection 124(4) of the ABCA, purchase and maintain insurance, or pay or agree to pay a premium for insurance, for each person referred to in subsection 124(1) of the ABCA against any liability incurred by such person as a result of their holding office in New PubCo or a related body corporate.

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Take Over Provisions

National Instrument 62-104 — Take Over Bids and Issuer Bids (“NI 62-104”) is applicable to New PubCo and provides that a takeover bid is triggered when a person makes an offer to acquire outstanding voting securities or equity securities of a class made to one or more persons, any of whom are in the local jurisdiction, where the securities subject to the offer to acquire, together with the offeror’s securities, constitute in the aggregate 20% or more of the outstanding securities of that class of securities at the date of the offer to acquire. When a takeover bid is triggered, an offeror must comply with certain requirements. These include making the offer of identical consideration to all holders of the class of security that is the subject of the bid, making a public announcement of the bid in a newspaper and sending out a bid circular to securityholders which explains the terms and conditions of the bid. Directors of an issuer whose securities are the subject of a takeover bid are required to evaluate the proposed bid and circulate a directors’ circular indicating whether they recommend to accept or reject the bid or state that they are unable to make, or are not making, a recommendation regarding the bid. Strict timelines must be adhered to. NI 62-104 also contains a number of exemptions to the takeover bid and issuer bid requirements.

Compulsory Acquisitions

Subsection 195(2) of the ABCA provides that, if within the time limited in a takeover bid for its acceptance or within 120 days after the date of a takeover bid, whichever period is shorter, the bid is accepted by the holders of not less than 90% of the shares of any class of shares of a corporation to which the takeover bid relates, other than shares of that class held at the date of the takeover bid by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, on the bid being so accepted and on complying with the ABCA, to acquire the shares of that class held by an offeree who does not accept the takeover bid.

Reporting Obligations under Canadian Securities Law

Upon the Closing of the Business Combination, New PubCo will become a reporting issuer in the provinces of British Columbia, Alberta and Ontario and will become subject to continuous disclosure and other reporting obligations under applicable Canadian securities law. Among other things, these continuous disclosure obligations include the requirement for a reporting issuer to file annual and quarterly financial statements together with related management’s discussion and analysis, and prepare and file reports upon the occurrence of any “material change” (as defined under applicable Canadian securities law). In addition, a reporting issuer’s “reporting insiders” (as defined under applicable Canadian securities law) are required to file reports with respect to, among other things, their beneficial ownership of, or control or direction over, securities of the issuer and their interests in, and rights and obligations associated with, related financial instruments.

~~Reporting Obligations under U.S. Securities Law~~

After the Closing, New PubCo is not expected to qualify as a “foreign private issuer” under the securities laws of the United States and Nasdaq Listing Rules. Under the securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. registrants. New PubCo intends to take all actions necessary to maintain compliance under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and Nasdaq listing standards. If New PubCo qualifies as a “foreign private issuer” under the Exchange Act, it would be permitted to follow home country practice in lieu of certain Nasdaq corporate governance rules, including those that permit a lower quorum requirement and require listed companies to have a majority of independent directors (although all of the members of the audit committee must be independent under the Exchange Act) and independent director oversight of executive compensation, nomination of directors and corporate governance matters; have regularly scheduled executive sessions with only independent directors; and adopt and disclose a code of ethics for directors, officers and employee.

Additionally, if New PubCo qualifies as a “foreign private issuer” under the Exchange Act, it would be exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including, among others: (i) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material non-public information under Regulation FD.

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Listing of New PubCo Securities

New PubCo will apply to have the New PubCo Common Shares and New PubCo Warrants listed on Nasdaq. Listing is subject to the approval of Nasdaq in accordance with its original listing requirements. There can be no assurance that Nasdaq will approve New PubCo’s listing applications. Any such listing of the New PubCo Common Shares and the New PubCo Warrants will be conditional upon New PubCo fulfilling all of the listing requirements and conditions of Nasdaq. It is anticipated that upon the Closing the New PubCo Common Shares and New PubCo Warrants will be listed on Nasdaq under the ticker symbol “DEVS” and “DEVSW”, respectively.

Certain Insider Trading and Market Manipulation Laws

Canadian and U.S. law each contain rules intended to prevent insider trading and market manipulation. The following is a general description of those laws as such laws exist as of the date of this proxy statement/prospectus and should not be viewed as legal advice for specific circumstances.

In connection with its listing on Nasdaq, New PubCo intends to adopt an insider trading policy to provide for, among other things, rules on transactions by members of the New PubCo Board, New PubCo officers and New PubCo employees in respect of securities of New PubCo or financial instruments, the value of which is determined by the value of the New PubCo securities.

United States

United States securities laws generally prohibit any person from trading in a security while in possession of material, non-public information or assisting someone who is engaged in doing the same. The insider trading

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laws cover not only those who trade based on material, non-public information, but also those who disclose material non-public information to others who might trade on the basis of that information (known as “tipping”). A “security” includes not just equity securities, but any security (e.g., derivatives). Thus, members of the New PubCo Board, officers and other employees of New PubCo may not purchase or sell shares or other securities of New PubCo when he or she is in possession of material, non-public information about New PubCo (including New PubCo’s business, prospects or financial condition), nor may they tip any other person by disclosing material, non-public information about New PubCo.

Canada

Canadian securities laws prohibit any person or company in a special relationship with an issuer from purchasing or selling a security with the knowledge of a material fact or material change that has not been generally disclosed (known as “material, non-public information”). Further, Canadian securities laws also prohibit: (i) an issuer and any person or company in a special relationship with the issuer, other than when it is necessary in the course of business, from informing another person or company of a material fact or material change with respect to the issuer before the material fact or material change has been generally disclosed (known as “tipping”); and (ii) an issuer and any person or company in a special relationship with an issuer, with knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed, from recommending or encouraging another person or company: (A) to purchase or sell a security of the issuer; or (B) to enter into a transaction involving a security the value of which is derived from or varies materially with the market price or value of a security of the issuer. A “security” includes not just equity securities, but any security (e.g., derivatives).

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information about the issuer while the person or company was a person or company described in clause (a), (b) or (c) above; or (e) the person or company (i) learns of material, non-public information about the issuer from any other person or company described in this section, including a person or company described in this clause, and (ii) knows or ought reasonably to have known that the other person or company is a person or company in a special relationship with the issuer. Thus, directors, officers and employees of New PubCo may not purchase or sell New PubCo Common Shares or other securities of New PubCo when he or she is in possession of material, non-public information regarding New PubCo (including New PubCo’s business, prospects or financial condition), nor may they inform (or “tip”) anyone else of such material, non-public information regarding New PubCo.

Rule 144

All New PubCo Common Shares received by FIAC stockholders in the Business Combination are expected to be freely tradable, except that New PubCo Common Shares received in the Business Combination by persons who become affiliates of New PubCo for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, pursuant to an effective registration under the Securities Act, or as otherwise permitted under the Securities Act. Persons who may be deemed affiliates of New PubCo generally include individuals or entities that control, are controlled by or are under common control with, New PubCo and may include the directors and executive officers of New PubCo as well as its principal shareholders.

Registration Rights

Pursuant to the Amended and Restated Registration Rights Agreement, among other matters provided for therein, New PubCo will agree that, within 60 calendar days after Closing of the Business Combination, New PubCo will file the Resale Registration Statement with the SEC and New PubCo will use its commercially

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reasonable efforts to cause the Resale Registration Statement to become effective by the SEC as soon as reasonably practicable after the initial filing thereof. In certain circumstances, certain holders of New PubCo securities under the Investor Rights Agreement will be entitled to customary piggyback registration rights and may demand New PubCo’s assistance with underwritten offerings and block trades. As of the Closing Date, approximately New PubCo Common Shares (including approximately 7,840,000 New PubCo Common Shares issuable with respect to Private Placement Warrants) will constitute “Registrable Securities” eligible for resale pursuant to the Resale Registration Statement. Because the Sponsor and the Legacy DevvStream holders acquired their New PubCo Common Shares at an effective price that is less than FIAC’s IPO price of $10.00 per FIAC Unit, such persons may have an incentive to sell such securities even if the trading price of New PubCo Common Shares is less than $10.00 per share following the Closing. Therefore, upon the effectiveness of the aforementioned registration statement and the expiration of any applicable lock-up restrictions, the market price of New PubCo Common Shares may experience negative selling pressure from potential sales by the Sponsor and the Legacy DevvStream Holders.

New PubCo Warrants

New PubCo will assume the FIAC Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each FIAC Warrant then outstanding and unexercised will automatically without any action on the part of its holder be converted into a New PubCo Warrant. Each New PubCo Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding FIAC Warrant immediately prior to the SPAC Amalgamation, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, following the SPAC Amalgamation: (A) each New PubCo Warrant will be exercisable solely for New PubCo Common Shares; (B) the number of New PubCo Common Shares subject to each New PubCo Warrant will be equal to the number of Class A Common Stock subject to the applicable FIAC Warrant; and (C) the per share exercise price for the New PubCo Common Shares issuable upon exercise of such New PubCo Warrant will be equal to the per share exercise price for the FIAC Class A Ordinary Shares subject to the applicable FIAC Warrant, as in effect immediately prior to the SPAC Amalgamation. The terms of the FIAC Warrant Agreement are described below.

FIAC Warrants

Each FIAC Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Initial Business Combination. Pursuant to the FIAC Warrant Agreement, a FIAC Warrant holder may exercise its warrants only for a whole number of shares of Class A Common Stock. This means only a whole warrant may be exercised at a given time by a FIAC Warrant holder. The warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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FIAC will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a FIAC Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to FIAC satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No FIAC Warrant will be exercisable and FIAC will not be obligated to issue a share of Class A Common Stock upon exercise of a FIAC Warrant unless the share of Class A Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the FIAC Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a FIAC Warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will FIAC be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised FIAC Warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A Common Stock underlying such unit.

FIAC has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Initial Business Combination, FIAC will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Common

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Stock issuable upon exercise of the FIAC Warrants, and FIAC will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A Common Stock until the FIAC Warrants expire or are redeemed, as specified in the FIAC Warrant Agreement; provided that if the Class A Common Stock is at the time of any exercise of a FIAC Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, FIAC may, at its option, require holders of FIAC Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event FIAC so elects, FIAC will not be required to file or maintain in effect a registration statement, but FIAC will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the FIAC Warrants is not effective by the 60th day after the closing of the Initial Business Combination, FIAC Warrant holders may, until such time as there is an effective registration statement and during any period when FIAC will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but FIAC will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the FIAC Warrants for that number of shares of Class A Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the FIAC Warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the FIAC Warrants by (y) the fair market value and (B) the product of 0.361 and the number of FIAC Warrants being exercised by such holder. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A Common Stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of FIAC Warrants when the price per share of Class A Common Stock equals or exceeds $18.00.

Once the FIAC Warrants become exercisable, FIAC may redeem the outstanding FIAC Warrants (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption to each FIAC Warrant holder; and

•

if, and only if, the closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before FIAC sends the notice of redemption to the FIAC Warrant holders.

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FIAC will not redeem the FIAC Warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the FIAC Warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the FIAC Warrants become redeemable by FIAC, FIAC may exercise its redemption right even if FIAC is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

FIAC has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and FIAC issues a notice of redemption of the FIAC Warrants, each FIAC Warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A Common Stock may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a FIAC Warrant as described under the heading “— Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

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Redemption of FIAC Warrants when the price per share of Class A Common Stock equals or exceeds $10.00.

Once the FIAC Warrants become exercisable, FIAC may redeem the outstanding warrants:

in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of Class A Common Stock (as defined below) except as otherwise described below;

•

if, and only if, the closing price of Class A Common Stock equals or exceeds $10.00 per Public Share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before FIAC sends the notice of redemption to the FIAC Warrant holders; and

if the closing price of the Class A Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which FIAC sends the notice of redemption to the FIAC Warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding FIAC Warrants, as described above.

•

if the closing price of the Class A Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which FIAC sends the notice of redemption to the FIAC Warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “~~— Anti-dilution Adjustments”), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding FIAC Warrants, as described above.~~

Beginning on the date the notice of redemption is given until the FIAC Warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of shares of Class A Common Stock that a warrant holder will receive upon such cashless exercise in connection with a redemption by FIAC pursuant to this redemption feature, based on the “fair market value” of Class A Common Stock on the corresponding redemption date (assuming holders elect to exercise their FIAC Warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of Class A Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of FIAC Warrants, and the number of months that the corresponding redemption date precedes the expiration date of the FIAC Warrants, each as set forth in the table below. FIAC will provide the FIAC Warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.

Pursuant to the FIAC Warrant Agreement, references above to shares of Class A Common Stock shall include a security other than shares of Class A Common Stock into which the shares of Class A Common Stock have been converted or exchanged for in the event FIAC is not the surviving company in the Initial Business Combination. The numbers in the table below will not be adjusted when determining the number of shares of Class A Common Stock to be issued upon exercise of the FIAC Warrants following the Initial Business Combination.

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The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a FIAC Warrant or the exercise price of a FIAC Warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a FIAC Warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a FIAC Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a FIAC Warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a FIAC Warrant. If the exercise price of a FIAC Warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.

Redemption Date	Fair Market Value of Class A Common Stock
(period to expiration of warrants)	≤$10.00	$11.00	$12.00	$13.00	$14.00	$15.00	$16.00	$17.00	≥$18.00
60 months	0.261	0.281	0.297	0.311	0.324	0.337	0.348	0.358	0.361
57 months	0.257	0.277	0.294	0.310	0.324	0.337	0.348	0.358	0.361
54 months	0.252	0.272	0.291	0.307	0.322	0.335	0.347	0.357	0.361
51 months	0.246	0.268	0.287	0.304	0.320	0.333	0.346	0.357	0.361
48 months	0.241	0.263	0.283	0.301	0.317	0.332	0.344	0.356	0.361
45 months	0.235	0.258	0.279	0.298	0.315	0.330	0.343	0.356	0.361
42 months	0.228	0.252	0.274	0.294	0.312	0.328	0.342	0.355	0.361
39 months	0.221	0.246	0.269	0.290	0.309	0.325	0.340	0.354	0.361
36 months	0.213	0.239	0.263	0.285	0.305	0.323	0.339	0.353	0.361
33 months	0.205	0.232	0.257	0.280	0.301	0.320	0.337	0.352	0.361
30 months	0.196	0.224	0.250	0.274	0.297	0.316	0.335	0.351	0.361
27 months	0.185	0.214	0.242	0.268	0.291	0.313	0.332	0.350	0.361
24 months	0.173	0.204	0.233	0.260	0.285	0.308	0.329	0.348	0.361
21 months	0.161	0.193	0.223	0.252	0.279	0.304	0.326	0.347	0.361
18 months	0.146	0.179	0.211	0.242	0.271	0.298	0.322	0.345	0.361
15 months	0.130	0.164	0.197	0.230	0.262	0.291	0.317	0.342	0.361
12 months	0.111	0.146	0.181	0.216	0.250	0.282	0.312	0.339	0.361
9 months	0.090	0.125	0.162	0.199	0.237	0.272	0.305	0.336	0.361
6 months	0.065	0.099	0.137	0.178	0.219	0.259	0.296	0.331	0.361
3 months	0.034	0.065	0.104	0.150	0.197	0.243	0.286	0.326	0.361
0 months	—	—	0.042	0.115	0.179	0.233	0.281	0.323	0.361

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A Common Stock to be issued for each FIAC Warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of Class A Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the FIAC Warrants is $11.00 per share, and at such time there are 57 months until the expiration of the FIAC Warrants, holders may choose to, in connection with this redemption feature, exercise their FIAC Warrants for 0.277 shares of Class A Common Stock for each FIAC Warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of Class A Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the FIAC Warrants is $13.50 per share, and at such time there are 38 months until the expiration of the FIAC Warrants, holders may choose to, in connection with this redemption feature, exercise their FIAC

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Warrants for 0.298 shares of Class A Common Stock for each FIAC Warrant. In no event will the FIAC Warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A Common Stock per warrant (subject to adjustment). Finally, as reflected in the table above, if the FIAC Warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by FIAC pursuant to this redemption feature, since they will not be exercisable for any shares of Class A Common Stock.

This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the Private Placement Warrants) when the trading price for the Class A Common Stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding FIAC Warrants to be redeemed when the Class A Common Stock is trading at or above $10.00 per Public Share, which may be at a time when the trading price of Class A Common Stock is below the exercise price of the FIAC Warrants. FIAC has established this redemption feature to provide FIAC with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of FIAC Warrants when the price per share of Class A Common Stock equals or exceeds $18.00.” Holders choosing to exercise their FIAC Warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the of this prospectus. This redemption right provides FIAC with an additional mechanism by which to redeem all of the outstanding warrants, and therefore to have certainty as its capital structure as the FIAC Warrants would no longer be outstanding and would have been exercised or redeemed. FIAC will be required to pay the applicable redemption price to FIAC Warrant holders if it chooses to exercise this redemption right and it will allow FIAC to quickly proceed with a redemption of the warrants if FIAC determines it is in FIAC’s best interest to do so. As such, FIAC would redeem the warrants in this manner when FIAC believes it is in its best interest to update its capital structure to remove the FIAC Warrants and pay the redemption price to the FIAC Warrant holders.

As stated above, FIAC can redeem the FIAC Warrants when the Class A Common Stock is trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to FIAC’s capital structure and cash position while providing FIAC Warrant holders with the opportunity to exercise their FIAC Warrants on a cashless basis for the applicable number of shares. If FIAC chooses to redeem the FIAC Warrants when the Class A Common Stock is trading at a price below the exercise price of the warrants, this could result in the FIAC Warrant holders receiving fewer shares of Class A Common Stock than they would have received if they had chosen to wait to exercise their warrants for shares of Class A Common Stock if and when the Class A Common Stock was trading at a price higher than the exercise price of $11.50.

No fractional shares of Class A Common Stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, FIAC will round down to the nearest whole number of the number of shares of Class A Common Stock to be issued to the holder. If, at the time of redemption, the FIAC Warrants are exercisable for a security other than the shares of Class A Common Stock pursuant to the FIAC Warrant Agreement (for instance, following the Initial Business Combination), the FIAC Warrants may be exercised for such security. At such time as the FIAC Warrants become exercisable for a security other than the Class A Common Stock, FIAC (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.

Redemption procedures.

A holder of a FIAC Warrant may notify FIAC in writing in the event such holder elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A Common Stock issued and outstanding immediately after giving effect to such exercise.

Anti-dilution Adjustments.

If the number of outstanding shares of Class A Common Stock is increased by a stock dividend payable in shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each FIAC Warrant will be increased in proportion to such increase in the

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outstanding shares of Class A Common Stock. A rights offering made to all or substantially all holders of Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “historical fair market value” (as defined below) will be deemed a stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Class A Common Stock) and (ii) one minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for shares of Class A Common Stock, in determining the price payable for shares of Class A Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of the Class A Common Stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the Class A Common Stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if FIAC, at any time while the FIAC Warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to all or substantially all of the holders of the shares of Class A Common Stock on account of such shares of Class A Common Stock (or other securities into which the FIAC Warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the shares of Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of shares of Class A Common Stock issuable on exercise of each FIAC Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of shares of Class A Common Stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of shares of Class A Common Stock in connection with a stockholder vote to amend FIACs amended and restated certificate of incorporation (A) to modify the substance or timing of FIAC’s obligation to redeem 100% of the Public Shares if FIAC does not complete the Initial Business Combination within 18 months from the closing of the FIAC IPO, or (B) with respect to any other provisions relating to the rights of holders of Class A Common Stock, or (e) in connection with the redemption of the Public Shares upon FIAC’s failure to complete its initial business combination, then the FIAC Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A Common Stock in respect of such event.

If the number of outstanding shares of Class A Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A Common Stock issuable on exercise of each FIAC Warrant will be decreased in proportion to such decrease in outstanding shares of Class A Common Stock.

Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the FIAC Warrants is adjusted, as described above, the FIAC Warrant exercise price will be adjusted by multiplying the FIAC Warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A Common Stock purchasable upon the exercise of the FIAC Warrants immediately prior to such adjustment and (y) the denominator of which will be the number of shares of Class A Common Stock so purchasable immediately thereafter.

In addition, if (x) FIAC issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the FIAC Board and, in the case of any such issuance to Sponsor or its affiliates, without taking into account any FIAC Founder Shares held by Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of

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In case of any reclassification or reorganization of the outstanding shares of Class A Common Stock (other than those described above or that solely affects the par value of such shares of Class A Common Stock), or in the case of any merger or consolidation of FIAC with or into another corporation (other than a consolidation or merger in which FIAC is the continuing corporation and that does not result in any reclassification or reorganization of FIAC’s outstanding shares of Class A Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of FIAC as an entirety or substantially as an entirety in connection with which FIAC is dissolved, the holders of the FIAC Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the FIAC Warrants and in lieu of the shares of Class A Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of Class A Common Stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the FIAC Warrants would have received if such holder had exercised their FIAC Warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each FIAC Warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by FIAC in connection with redemption rights held by stockholders of FIAC as provided for in FIAC’s amended and restated certificate of incorporation or as a result of the redemption of shares of Class A Common Stock by FIAC in connection with the presentation of the Initial Business Combination to the stockholders of FIAC for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding shares of Class A Common Stock, the holder of a FIAC Warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such holder had exercised the FIAC Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares of Class A Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the FIAC Warrant Agreement. If less than 70% of the consideration receivable by the holders of shares of Class A Common Stock in such a transaction is payable in the form of shares of Class A Common Stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the FIAC Warrant properly exercises the FIAC Warrant within thirty days following public disclosure of such transaction, the FIAC Warrant exercise price will be reduced as specified in the FIAC Warrant Agreement based on the Black-Scholes value (as defined in the FIAC Warrant Agreement) of the FIAC Warrant. The purpose of such exercise price reduction is to provide additional value to holders of the FIAC Warrants when an extraordinary transaction occurs during the exercise period of the FIAC Warrants pursuant to which the holders of the warrants otherwise do not receive the full

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potential value of the warrants. The purpose of such exercise price reduction is to provide additional value to holders of the FIAC Warrants when an extraordinary transaction occurs during the exercise period of the FIAC Warrants pursuant to which the holders of the FIAC Warrants otherwise do not receive the full potential value of the FIAC Warrants.

The FIAC Warrants will be issued in registered form under a FIAC Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and FIAC.

The FIAC Warrant Agreement provides that the terms of the FIAC Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake or defective provision, (ii) amending the provisions relating to cash dividends on shares of common stock as contemplated by and in accordance with the FIAC Warrant Agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the FIAC Warrant Agreement as the parties to the FIAC Warrant Agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the FIAC Warrants, provided that the approval by the holders of at least 50% of the then-outstanding FIAC Warrants is required to make any change that adversely affects the interests of the registered holders of FIAC Warrants.

The FIAC Warrants may be exercised upon surrender of the FIAC Warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the FIAC Warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to FIAC, for the number of FIAC Warrants being exercised. The FIAC Warrant holders do not have the rights or privileges of holders of Class A Common Stock and any voting rights until they exercise their FIAC Warrants and receive shares of Class A Common Stock. After the issuance of shares of Class A Common Stock upon exercise of the FIAC Warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the FIAC Warrants. If, upon exercise of the FIAC Warrants, a holder would be entitled to receive a fractional interest in a share, FIAC will, upon exercise, round down to the nearest whole number of shares of Class A Common Stock to be issued to the FIAC Warrant holder.

FIAC has agreed that, subject to applicable law, any action, proceeding or claim against FIAC arising out of or relating in any way to the FIAC Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and FIAC irrevocably submits to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Private Placement Warrants

The Private Placement Warrants (including the Class A Common Stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the Initial Business Combination (except, among other limited exceptions, to FIAC’s officers and directors and other persons or entities affiliated with Sponsor) and they will not be redeemable under certain redemption scenarios by FIAC so long as they are held by Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the FIAC Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by FIAC under all redemption scenarios and exercisable by the holders on the same basis as the FIAC Warrants.

If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their Private Placement Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Private Placement Warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the Private Placement Warrants by (y) the fair market value.

The “fair market value” shall mean the average reported closing price of the Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

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Legacy Warrants

On November 4, 2022, the DevvStream completed a business combination transaction (the “2022 Business Combination”) with DevvStream Inc. (“DESI”), 1338292 B.C. Ltd., Devv Subco Inc., and DevvESG Streaming Finco Ltd. (“Finco”), 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, DevvStream issued replacement warrants (the “Replacement Warrants”) to former holders of warrants of DESI and Finco, in exchange for the cancellation of such warrants.

On May 1, 2023, DevvStream announced the implementation of a warrant exercise incentive program (the “Incentive Program”) intended to encourage the early exercise of the Replacement Warrants (other than the Legacy DESI 2021 Warrants). The terms of each eligible Replacement Warrant were amended to reduce the exercise price from CAD$1.50 to CAD$1.20. Furthermore, for every two eligible Legacy Warrants exercised between May 1, 2023 and June 30, 2023, DevvStream offered holders the right to receive one new DevvStream Subordinate Voting Share purchase warrant (the “Incentive Warrants,” and together with the Replacement Warrants, the “Legacy Warrants”) for no additional consideration. On July 14, 2023, DevvStream announced that the Incentive Program was extended from June 20, 2023 to August 31, 2023.

New PubCo will assume the Legacy Warrants and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each Legacy Warrant then outstanding and unexercised will automatically without any action on the part of its holder be converted into a warrant to purchase New PubCo Common Shares, subject to substantially the same terms and conditions (including exercisability terms) as were applicable to the corresponding Legacy Warrant immediately prior to the Business Combination (the “New PubCo Legacy Warrants”). Accordingly, following the Business Combination: (A) each New PubCo Warrant will be exercisable solely for New PubCo Common Shares; (B) the number of New PubCo Common Shares subject to each New PubCo Legacy Warrant will be equal to the number of DevvStream Subordinate Voting Shares subject to the applicable Legacy Warrant, multiplied by the Common Conversion Ratio; and (C) the per share exercise price for the New PubCo Common Shares issuable upon exercise of such New PubCo Legacy Warrant will be equal to the per share exercise price for the DevvStream Subordinate Voting Shares subject to the applicable Legacy Warrant, as in effect immediately prior to the Business Combination. The terms of the Legacy Warrants are described below.

Legacy DESI 2021 Warrants

In connection with the 2022 Business Combination, DevvStream issued 3,999,999 warrants to purchase DevvStream Subordinate Voting Shares with an exercise price of CAD$0.20 per share, subject to customary adjustments, to former holders of certain DESI warrants. As of the date of this proxy statement/prospectus, 1,816,666 Legacy DESI 2021 Warrants are currently outstanding, which are immediately exercisable and will expire on October 7, 2026.

Legacy DESI 2022 Warrants

In connection with the 2022 Business Combination, DevvStream issued 3,521,875 warrants to purchase DevvStream Subordinate Voting Shares with an exercise price of CAD$1.50 per share, subject to customary adjustments, to former holders of certain DESI warrants. As of the date of this proxy statement/prospectus, 3,351,875 Legacy DESI 2022 Warrants are currently outstanding, which are immediately exercisable and will expire on November 4, 2024.

Legacy Finco Warrants

In connection with the 2022 Business Combination, DevvStream issued 2,728,123 warrants to purchase DevvStream Subordinate Voting Shares with an exercise price of CAD$1.50 per share, subject to customary adjustments, to former holders of certain Finco warrants. As of the date of this proxy statement/prospectus, 2,728,123 Legacy Finco Warrants are currently outstanding, which are immediately exercisable and will expire on November 4, 2024.

Legacy Finder’s Warrants

In connection with the 2022 Business Combination, DevvStream issued 707,350 warrants to purchase DevvStream Subordinate Voting Shares with an exercise price of CAD$1.50 per share, subject to customary

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adjustments, to former holders of certain DESI and Finco finder’s warrants. As of the date of this proxy statement/prospectus, 707,350 Legacy Finder’s Warrants are currently outstanding, which are immediately exercisable and will expire on November 4, 2024.

Incentive Warrants

In connection with the Incentive Program, DevvStream issued 85,000 Incentive Warrants with an exercise price of CAD$2.00 per share, subject to customary adjustments, to former holders of certain Replacement Warrants. As of the date of this proxy statement/prospectus, 85,000 Incentive Warrants are currently outstanding, which are immediately exercisable and will expire on June 30, 2025.

Transfer Agent and Warrant Agent

The transfer agent for the New PubCo Common Shares in the United States is expected to be Continental Stock Transfer & Trust Company. Each person investing in New PubCo Common Shares to be held through Computershare must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a shareholder of New PubCo.

For as long as any New PubCo Common Shares are listed on Nasdaq or on any other stock exchange operating in the United States, the laws of the State of New York will apply to the property law aspects of the New PubCo Common Shares reflected in the register administered by New PubCo’s transfer agent.

New PubCo will list the New PubCo Common Shares in registered form and such New PubCo Common Shares, through New PubCo’s transfer agent, will not be certificated. Upon formation, we expect New PubCo to appoint Continental Stock Transfer & Trust Company as its agent to maintain the shareholders’ register of New PubCo on behalf of the New PubCo Board and to act as transfer agent and registrar for the New PubCo Common Shares. The New PubCo Common Shares will be traded on Nasdaq in book-entry form.

The warrant agent for the New PubCo Warrants is expected to be Continental Stock Transfer & Trust Company.

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SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK

Rule 144

Subject to the below, pursuant to Rule 144, a person who has beneficially owned restricted shares of FIAC Common Stock or FIAC Warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of FIAC’s affiliates at the time of, or at any time during the three months preceding, a sale and (ii) FIAC is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as FIAC was required to file reports) preceding the sale.

Persons who have beneficially owned restricted shares of FIAC Common Stock for at least six months but who are its affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

1% of the total number of Class A Common Stock (or after the Closing, New PubCo Common Shares) then outstanding; or

the average weekly reported trading volume of the Class A Common Stock (or after the Closing, New PubCo Common Shares) then during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by FIAC’s affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about FIAC.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, FIAC’s Initial Stockholders will be able to sell their Class B Common Stock and Private Placement Warrants, as applicable, pursuant to Rule 144 without registration one year after FIAC has completed its initial business combination.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of the outstanding FIAC Common Stock shares as of ~~December 1, 2023~~March 8, 2024 (pre-Business Combination) and the currently expected ownership of New PubCo Common Shares upon the Closing of the Business Combination by:

each person known by FIAC to be the beneficial owner of more than 5% of any class of FIAC Common Stock as of ~~December 1, 2023;~~March 8, 2024;

each person known by FIAC who is expected to become the beneficial owner of more than 5% of the New PubCo Common Shares upon the Closing of the Business Combination;

each of FIAC’s current executive officers and directors;

each person who is currently expected to become an executive officer or director of the Combined Company upon the Closing of the Business Combination;

all of FIAC’s current directors and executive officers as a group; and

all of New PubCo’s currently expected directors and executive officers following consummation of the Business Combination as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants, within 60 days. Shares subject to warrants that are currently exercisable or exercisable within 60 days are considered outstanding and beneficially owned by the person holding such warrant for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to FIAC, FIAC believes that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

In the table below, percentage ownership after the Business Combinations assumes (i) the issuance of shares of Class A Common Stock in the PIPE Financing and there is no additional PIPE Financing after the execution date of the Business Combination Agreement, (ii) the issuance of ~~11,991,821~~12,016,196 New PubCo Common Shares pursuant to the Business Combination Agreement, and (iii) two scenarios: (a) no shares of Class A Common Stock are redeemed and (b) the maximum number of shares of Class A Common Stock are redeemed (i.e., ~~5,702,791~~1,717,578 shares of Class A Common Stock are redeemed). The beneficial ownership percentages set forth below do not take into account the issuance of any shares upon completion of the Business Combination under the Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex F.

Unless otherwise indicated, FIAC believes that all persons named in the table have sole voting and investment power with respect to all FIAC common stock beneficially owned by them.

See “Unaudited Pro Forma Combined Financial Information” for information with respect to assumptions underlying New PubCo share calculations, ownership percentages and redemption scenarios.

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Pre-Business Combination Beneficial Ownership Table

	Prior to the Business Combination		After the Business Combination				Prior to the Business Combination		After the Business Combination
			No Redemptions⁽¹⁾		Maximum Redemption⁽²⁾				No Redemptions⁽¹⁾		Maximum Redemption⁽²⁾
Name of Beneficial Owners⁽¹⁾	Number of Shares	%⁽³⁾	Number of Shares	%	Number of Shares	%	Number of Shares	%⁽³⁾	Number of Shares	%	Number of Shares	%
Five Percent Holders Prior to the Business Combination
Focus Impact Sponsor, LLC⁽²⁾⁽³⁾	5,750,000	20	5,175,000		5,175,000		5,750,000	20	5,175,000		5,175,000
Directors and Executive Officers Prior to the Business Combination:
Carl Stanton⁽⁴⁾	—	—	—	—	—	—	—	—	—	—	—	—
Ernest Lyles⁽⁴⁾	—	—	—	—	—	—	—	—	—	—	—	—
Howard Sanders⁽⁴⁾	—	—	—	—	—	—	—	—	—	—	—	—
Troy Carter⁽⁴⁾	—	—	—	—	—	—	—	—	—	—	—	—
Dawanna Williams⁽⁴⁾	—	—	—	—	—	—	—	—	—	—	—	—
Wray Thorn⁽⁴⁾	—	—	—	—	—	—	—	—	—	—	—	—
All directors and executive officers as a group prior to the Business Combination (6 persons)	—	—	—	—	—	—	—	—	—	—	—	—
Directors and Executive Officers After the Business Combination
Sunny Trinh	—	—					—	—
David Goertz	—	—					—	—
Chris Merkel	—	—					—	—
Bryan Went	—	—					—	—
Wray Thorn⁽⁴⁾							—	—
Carl Stanton⁽⁴⁾							—	—
Michael Max Bühler							—	—
Stephen Kukucha							—	—
Jamila Piracci							—	—
Ray Quintana							—	—
Tom Anderson							—	—
All directors and executive officers as a group after the Business Combination (11 individuals)^(4)(5)(6)
Five Percent Holders After the Business Combination
Focus Impact Sponsor, LLC⁽²⁾⁽³⁾							5,750,000	20	5,175,000		5,175,000











All directors and executive officers as a group after the Business Combination ( individuals)^(4)(5)(6)
Five Percent Holders After the Business Combination
Focus Impact Sponsor, LLC⁽³⁾	5,750,000	20	5,750,000		5,750,000

*	Less than one percent.

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is 1345 Avenue of the Americas, 33rd Floor, New York, NY, 10105.

(2)

Interests shown for the period prior to the Business Combination consist ~~solely~~ of 5,000,000 shares of Class A Common Stock and 750,000 shares of Class B ~~common~~Common Stock. In the Sponsor Side Letter, Sponsor agreed to forfeit 575,000 shares of Class B Common Stock upon the Closing of the Business Combination. Such shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities — Founder Shares” of the final prospectus (File No. 333-255448), filed in connection with the FIAC IPO.

(3)

Sponsor is governed by a ~~five-member~~four-member board of managers composed of Carl Stanton, Ernest Lyles, ~~Wes Moore,~~ Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of Sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to Sponsor. Based upon the foregoing analysis, no individual manager of Sponsor exercises voting or dispositive control over any of the securities held by our sponsor, even those in which such manager directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. Carl Stanton, Ernest Lyles, ~~Wes Moore,~~ Howard Sanders and Wray Thorn, individually and together with their controlled affiliates, collectively, own approximately 43.8% of the membership interests in Sponsor. In the Sponsor Side Letter, Sponsor agreed to forfeit 575,000 Founders Shares upon the Closing of the Business Combination. This does not give effect to the (a) 11,200,000 Class A

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Ordinary Shares underlying the 11,200,000 Private Placement Warrants that are held by Sponsor and (b) up to 1,500,000 Class A Ordinary Shares underlying the FIAC Warrants pursuant to any Working Capital Loans. Assuming the exercise of all Private Placement Warrants and other FIAC Warrants held by Sponsor (and all other sources of possible dilution), Sponsor’s beneficial ownership interest in New PubCo would be approximately 11.6% under the No Redemption Scenario and 11.8% under the Maximum Redemption Scenario subject to the assumptions described under the section titled “Unaudited Pro Forma Combined Financial Information”.

(4)	Does not include any shares indirectly owned by this individual as a result of his membership interest in Sponsor. Sponsor’s officers and directors are deemed to be FIAC’s “promoter” as such term is defined under federal securities laws.

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MANAGEMENT AFTER THE BUSINESS COMBINATION

Management and Board of Directors

The following persons are expected to be elected or appointed by the FIAC Board to serve as executive officers and directors of the Combined Company following the Business Combination.

Name	Age	Position(s)
Executive Officers:
Sunny Trinh	53	Chief Executive Officer
David Goertz	44	Chief Financial Officer
Chris Merkel	57	Chief Operating Officer
Bryan Went	45	Chief Revenue Officer
Director Nominees:
Wray Thorn⁽¹⁾	52	Director Nominee
Carl Stanton⁽¹⁾	55	Director Nominee
Michael Max Bühler⁽²⁾	50	Director Nominee
Stephen Kukucha⁽²⁾	56	Director Nominee
Jamila Piracci⁽²⁾	50	Director Nominee
Ray Quintana⁽²⁾	61	Director Nominee
Tom Anderson⁽²⁾	49	Director Nominee

(1)	~~DevvStream designee.~~

~~(2)~~

FIAC designee.

~~(3)~~
(2)

DevvStream ~~and FIAC mutually agreed upon~~ designee.

Information regarding the executive officers, key employees, and directors following the Business Combination is set forth below:

Executive Officers

Sunny Trinh

Mr. Sunny Trinh is expected to serve as Chief Executive Officer of New PubCo following completion of the Business Combination. Mr. Trinh has served as Chief Executive Officer of DevvStream for the past two years and brings over 25 years of experience in the technology sector and directly in developing new verticals in ESG and carbon markets. Mr. Trinh also served as the Chief Digital Alchemist for Devvio, where he utilized their blockchain technology to develop solutions and new business models in the ESG and carbon markets. Prior to DevvStream, Mr. Trinh led innovation as the vice president of Strategic Partnerships and Ecosystem at Avnet Inc. (AVT: NASDAQ). He was also the chief operating officer for Jooster and vice president of sales for Arrow Electronics (ARW: NYSE) where he led the design team for a Corvette driven by a quadriplegic. Mr. Trinh also co-founded and served as Chief Executive Officer for 9:Fish Surfboards and was an adjunct professor for California Lutheran University’s master’s in business administration program, where he started the school’s technology tract. He also holds a patent on electronic accessories for cell phones. Mr. Trinh received his bachelor’s degree and master’s degree in engineering from Harvey Mudd College and his master’s in business administration from California Lutheran University.

David Goertz

Mr. David Goertz is expected to serve as the Chief Financial Officer of New PubCo following the completion of the Business Combination. Mr. Goertz has served as the Chief Financial Officer of DevvStream since November 2022. Mr. Goertz is a partner with Dale Matheson Carr-Hilton Labonte, LLP Chartered Professional Accountants, where he has worked since 2005 and became a partner in 2011. Mr. Goertz provides accounting, assurance, taxation and business advisory services to private and public companies, not-for-profit organizations and incorporate professionals. Mr. Goertz has an extensive background in public company operations, restructurings, acquisitions and initial public offerings. Mr. Goertz also has a specialized knowledge of the manufacturing, mining, real estate and technology industries. Mr. Goertz received his bachelor’s degree from the University of Victoria and has been a Chartered Professional Accountant since 2004.

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Chris Merkel

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(ARW:NYSE). He has engaged with companies at every stage, from pre-funded startups to global enterprises in markets such as the internet-of-things, consumer, industrial and medical. Mr. Merkel spent five years with Sierra Pacific Industries in a general sales and operations management role. Mr. Merkel has over 30 years of sales, operations and general management experience successfully managing diverse teams and projects.

Bryan Went

Mr. Bryan Went is expected to serve as the Chief Revenue Officer of New PubCo following the completion of the Business Combination. Mr. Went has served as the Chief Revenue Officer of DevvStream since February 2022, and oversees corporate partnerships and the global project pipeline expansion. Mr. Went is the co-founder and co-chief executive officer of Matter Labs, a corporate innovation lab that focuses on solving problems in the technology industry at a local level. He also serves on the board of directors at FATHOMWERX, a public-private consortium and technical innovation lab located in Ventura County, California. Mr. Went has approximately 15 years of experience as a founder, executive and investor in sustainability and blockchain technologies.

Non-Employee Directors

Wray Thorn

Mr. Wray Thorn is expected to serve as a Director of New PubCo following the completion of the Business Combination. Mr. Thorn is a Partner and Co-Founder of Focus Impact Partners, LLC and currently serves as the Chief Investment Officer of Focus Impact Acquisition Corp. Mr. Thorn is also the Founder and Chief Executive of Clear Heights Capital. Previously, Mr. Thorn was a Managing Director and Chief Investment Officer - Private Investments at Two Sigma Investments, where he architected and led the firm's private equity, venture capital and impact investment businesses and was a leader in the creation of Hamilton Insurance Group and the incubation of Two Sigma's insurance technology activities. With approximately three decades of experience as a chief investment officer, investment leader and lead director, Mr. Thorn has firsthand knowledge of investment firm leadership, private investing and company value creation. Mr. Thorn has built and led businesses to source, structure, finance and make private investments, to allocate and risk manage capital across private investment strategies and to help companies, organizations and executives realize their growth and development objectives. Mr. Thorn has also been at the forefront of proactive impact investing principals, putting people first in private investing as well as applying data and technology to innovate private investing. Mr. Thorn also serves as Co-Chair of the Board of Youth, INC and Vice Chair of the Board and Chair of the Investment Committee for Futures and Options, both of which are Non-Profit Organizations.

Carl Stanton

Mr. Carl Stanton is expected to serve as a Director of New PubCo following the completion of the Business Combination. Mr. Stanton is a Partner and Co-Founder of Focus Impact Partners, LLC and currently serves as the Chief Executive Officer. Mr. Stanton 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. Mr. Stanton 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. Mr. Stanton 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.

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Michael Max Bühler

Mr. Michael Max Bühler is expected to serve as a Director of New PubCo following the completion of the Business Combination. Mr. Bühler is a member of various international committees, including the T20/G20 Task Force on Infrastructure Investment and the OECD Blue Dot Network. Mr. Bühler is actively involved in the formation of a data cooperative for the construction industry and sits on the board of the International Resilience and Sustainability (inRES) Partnership, supporting Botswana’s digital transformation. Currently, Mr. Bühler is a Professor of Construction Business Management at the University of Applied Sciences in Constance, Germany, with research interests in infrastructure planning and global challenges. Previously, he led initiatives at the World Economic Forum and worked with Deloitte in Vancouver. He also held roles at Bilfinger Berger in North America. He has over 25 years of experience in construction and real estate. Mr. Bühler has a PhD in civil engineering and an MBA with finance and accounting specialization.

Stephen Kukucha

Mr. Stephen Kukucha is expected to serve as a Director of New PubCo following the completion of the Business Combination. Mr. Kukucha is a partner at PacBridge Partners with over twenty years of experience in clean technology, renewable power, investing and their intersection with public policy. At PacBridge Capital Partners, he specializes in providing early stage and growth capital to companies seeking to take disruptive technologies and build scalable businesses. PacBridge is based in Hong Kong and Vancouver and invests in opportunities globally, with a particular focus in Asia and North America. As well, Stephen also serves as a Senior Advisor to Fort Capital Partners, focusing on origination of M&A, capital raising and advisory transactions. Mr. Kukucha also sits on the board of Sustainable Development Technology Canada (SDTC). Prior to his current roles, Mr. Kukucha practiced law and was in a leadership position at Ballard Power Systems - leading their global External Affairs group (including emerging market business development in Asia). Following Ballard, Mr. Kukucha founded both a renewable power company and a strategic advisory firm. Mr. Kukucha has a Bachelor of Arts from the University of British Columbia and a Bachelor of Laws from the University of New Brunswick and graduated from the ICD-Rotman, Directors Education Program and became a member of the Institute of Corporate Directors, ICD.D.

Jamila Piracci

Ms. Jamila Piracci is expected to serve as a Director of New PubCo following the completion of the Business Combination. Ms. Piracci is the Founder of Roos Innovations, a financial services and commodities consultancy firm. She also serves on the boards of the Futures Industry Association and Fiùtur Information Exchange Inc., and is a member of the advisory boards of Hidden Road and Itegriti Corporation. Prior to becoming a consultant, Ms. Piracci led the National Futures Association’s regulatory program from 2011 to 2019, overseeing swap dealers under the Dodd-Frank Act, including creating NFA’s program. Ms. Piracci previously worked at the Federal Reserve Bank of New York, where she was an attorney with a primary focus on orderly liquidation authority and resolution planning under the Dodd-Frank Act, as well as on market and other developments pertaining to OTC derivatives. Ms. Piracci also spent nearly a decade advising a range of OTC derivatives market participants, including dealer banks, investment managers, and energy firms. In addition, she was an Assistant General Counsel at the International Swaps and Derivatives Association, where she chaired working groups developing market documentation and best practices primarily in the credit derivatives area. Ms. Piracci received her J.D. from Cornell Law School and MBA from the S.C. Johnson Graduate School of Management at Cornell University. Ms. Piracci earned her B.A. from Harvard-Radcliffe College at Harvard University.

Ray Quintana

Mr. Ray Quintana is expected to serve as a Director of New PubCo following the completion of the Business Combination. Mr. Quintana is the current CEO and President of the Forevver Association a Swiss Non-Profit focused on investing and creating positive impact in the ESG space. Prior to the Forevver Association, Mr. Quintana was the Global President and a Board Member of Devvio. His responsibilities include assisting the Chairman and CEO develop and execute the company’s strategic plan. He was also involved in connecting investors, partners, customers and team members with Devvio. Mr. Quintana has also held strategy and corporate development positions for a number of technology companies including Texas Instruments and

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Robert Bosch Corporation and has served on the board of directors of Sarcos, Bayotech, Trilumina, Eurekite, OPNT, Clearflight Solutions, Masterson Industries, SoundEnergy and LeverageRock. Mr. Quintana was a CGMS Fellow at the University of Michigan, Ross School of Business where he received his MBA in Corporate Strategy & Strategic Finance.

Tom Anderson

Mr. Tom Anderson is expected to serve as a Director of New PubCo following the completion of the Business Combination. Mr. Anderson is an entrepreneur and businessman with experience in fundraising, securities, and Fintech applications. Mr. Anderson also has experience in intellectual property, start-up growth, robotics, scientific visualization, mobile apps, video game technology, virtual reality, artificial intelligence, and user interface design. Mr. Anderson founded Novint Technologies, a robotics company involved in the development of consumer 3D touch devices. At Novint, he was involved in capital raising activities and oversaw Novint’s operations, including technical, marketing, sales, HR, legal, and intellectual property efforts. Mr. Anderson also assisted in the development of business plans, business models and other development projects while at Novint and was involved with the company’s going public process. Mr. Anderson then served in various roles at Novint including CEO and CFO until October 2011. Mr. Anderson, then founded Devvio. At Devvio, he designed and patented a blockchain protocol used for Fintech and financial exchange use cases and also designed and patented blockchain technologies relating to privacy, identity verification, smart contracts and Fintech application user interfaces. Mr. Anderson is the winner of, an NMSBA Innovation Award, a Sandia National Laboratories Entrepreneurial Spirit Award, Consumer Electronics Show (CES) Innovations Award, an R&D 100 Award, a Federal Laboratory Consortium (FLC) award and 2002 Time Magazine Coolest Technology of the Year Award. Mr. Anderson graduated with an Master of Science in Electrical Engineering from the University of Washington and holds a Bachelor of Science (Magna Cum Laude) from the University of New Mexico.

Board of Directors

Director Independence

Under the listing requirements and rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors and of certain board committees. Following the Business Combination, the New PubCo Board will review the composition and committees of the New PubCo Board and the independence of each director.

Committees of the Board of Directors

The New PubCo Board will have the authority to appoint committees to perform certain management and administration functions. Upon the Closing, the New PubCo Board is expected to have a standing audit committee, compensation committee, and nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by the New PubCo Board. Following the Closing, the charters for each of these committees will be available on the Combined Company’s website.

Audit Committee

The audit committee of the New PubCo Board is expected to consist of ,Michael Max Bühler, Stephen Kukucha and .Jamila Piracci. The FIAC Board has determined that each proposed member is independent under the Nasdaq listing standards and Rule 10A-3(b)(1) under the Exchange Act. The chairperson of the audit committee is expected to be ~~. also~~Michael Max Bühler. Following the Business Combination, the New PubCo Board will determine which member of its audit committee qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq.

The primary purpose of the audit committee is to discharge the responsibilities of the board of directors with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include:

selecting a qualified firm to serve as the independent registered public accounting firm to audit the Combined Company’s financial statements;

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helping to ensure the independence and performance of the independent registered public accounting firm;

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

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reviewing policies on risk assessment and risk management;

reviewing related party transactions;

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes the Combined Company’s internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm.

Compensation Committee

The compensation committee of the New PubCo Board is expected to consist of ,Jamila Piracci, Stephen Kukucha, Ray Quintana, Tom Anderson and .Carl Stanton. The FIAC Board has determined each proposed member is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The chairperson of the compensation committee is expected to be .Jamila Piracci. The primary purpose of the compensation committee is to discharge the responsibilities of the board of directors to oversee its compensation policies, plans and programs and to review and determine the compensation to be paid to its executive officers, directors and other senior management, as appropriate.

Specific responsibilities of the compensation committee will include:

reviewing and approving on an annual basis the corporate goals and objectives relevant to the Combined Company’s Chief Executive Officer’s compensation, evaluating the Combined Company’s Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of the Combined Company’s Chief Executive Officer based on such evaluation;

reviewing and approving the compensation of the Combined Company’s other executive officers;

reviewing and recommending to the New PubCo Board the compensation of the Combined Company’s directors;

reviewing the Combined Company’s executive compensation policies and plans;

reviewing and approving, or recommending that the New PubCo Board approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for the Combined Company’s executive officers and other senior management, as appropriate;

administering the Combined Company’s incentive compensation equity-based incentive plans;

selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors;

assisting management in complying with the Combined Company’s proxy statement and annual report disclosure requirements;

if required, producing a report on executive compensation to be included in the Combined Company’s annual proxy statement;

reviewing and establishing general policies relating to compensation and benefits of the Combined Company’s employees; and

reviewing the Combined Company’s overall compensation philosophy.

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Nominating and Corporate Governance Committee

The nominating and corporate governance committee of the New PubCo Board is expected to consist of ,Stephen Kukucha, Jamila Piracci, Ray Quintana and .Carl Stanton. The FIAC Board has determined each proposed member is independent under Nasdaq listing standards. The chairperson of the nominating and corporate governance committee is expected to be .Stephen Kukucha.

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Specific responsibilities of the nominating and corporate governance committee include:

identifying, evaluating and selecting, or recommending that the New PubCo Board approves, nominees for election to the New PubCo Board;

evaluating the performance of the New PubCo Board and of individual directors;

reviewing developments in corporate governance practices;

evaluating the adequacy of the Combined Company’s corporate governance practices and reporting;

reviewing management succession plans; and

developing and making recommendations to the New PubCo Board regarding corporate governance guidelines and matters.

Code of Business Conduct and Ethics

The Combined Company will adopt a Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including those officers responsible for financial reporting. Following the Closing, the Code of Business Conduct and Ethics will be available on the Combined Company’s website at ~~.com~~ https://www.devvstream.com. Information contained on or accessible through such website is not a part of this proxy statement/prospectus, and the inclusion of the website address in this proxy statement/prospectus is an inactive textual reference only. The Combined Company intends to disclose any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, on its website to the extent required by the applicable rules and exchange requirements.

Compensation Committee Interlocks and Insider Participation

~~No member of Combined Company’s compensation committee has ever been an officer or employee of either company.~~ None of Combined Company’s expected executive officers serve, or have served during the last year, as a member of the board of directors, compensation committee, or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of our directors or on either company’s compensation committee.

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EXECUTIVE AND DIRECTOR COMPENSATION OF DEVVSTREAM

Unless the context otherwise requires, any reference in this section of this proxy statement/prospectus to “DevvStream,” “we,” “us” or “our” refers to DevvStream Holdings Inc. prior to the consummation of the Business Combination and to the Combined Company and its consolidated subsidiaries following the Business Combination. As an “emerging growth company,” we have opted to comply with the executive compensation disclosure rules applicable to “emerging growth companies” and “smaller reporting companies” as such terms are defined in the Securities Act and the Exchange Act, and the rules promulgated thereunder.

Summary Compensation Table

The following table presents information regarding the compensation paid by DevvStream to Sunny Trinh, our Chief Executive Officer, David Goertz, our Chief Financial Officer, and Bryan Went, our Chief Revenue Officer, during the fiscal year ended July 31, 2023. We refer to these individuals as our “named executive officers.”

Name and Position	Year	Salary ($CAD)	Bonus ($CAD)	Stock Awards ($CAD)	Option Awards ($CAD)	Non-Equity Annual Incentive Plan Compensation ($CAD)	Non-Equity Long Term Incentive Plan Compensation ($CAD)	All Other Compensation ($CAD)	Total ($CAD)
Sunny Trinh Chief Executive Officer	2023	250,000	—	906,863	—	—	—	—	1,156,863
David Goertz Chief Financial Officer	2023	180,000	—	32,062	—	—	—	—	212,062
Bryan Went Chief Revenue Officer	2023	180,000	—	54,720	—	—	—	—	234,720

Narrative to the Summary Compensation Table

2023 Annual Base Salary

We pay our named executive officers a base salary to compensate them for services rendered to DevvStream. The base salary payable to our named executive officers is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

Equity Compensation

We have granted stock options to our employees, including our named executive officers, under the Equity Incentive Plan in order to attract and retain them, as well as to align their interests with the interests of our shareholders. Equity awards are granted to executives and employees taking into account a number of factors, including the amount and term of awards previously granted, base salary and bonuses and competitive factors.

In connection with the Business Combination, and subject to approval by FIAC’s stockholders, we will adopt the Equity Incentive Plan. If approved by FIAC’s stockholders, the Equity Incentive Plan will be effective as of the date immediately preceding the Closing. For additional information about the Equity Incentive Plan, see the section titled “The Incentive Plan Proposal (Proposal 6)” section of this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto as Annex F.

Pension Plan Benefits

We do not have any pension plans for our directors, officers or employees.

Perquisites and Other Personal Benefits

We determine perquisites on a case-by-case basis and will provide a perquisite to a named executive officer when we believe it is necessary to attract or retain the named executive officer. We did not provide any perquisites or personal benefits to our named executive officers not otherwise made available to our other employees in 2023.

Executive Compensation Arrangements

Employment Agreements

We previously entered into employment agreements with Mr. Trinh and Mr. Went that set forth the terms and conditions of their employment, including initial base salary as well as other compensation elements. We

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previously entered into a consulting agreement DJG Enterprises Inc., a company wholly-owned by Mr. Goertz, pursuant to which Mr. Goertz is engaged as a consultant.

Under the terms of Mr. Trinh’s employment agreement, in connection with a termination of his employment from the Company without “Just Cause” (as defined therein), subject to his execution of a release of claims in favor of the Company, Mr. Trinh is entitled to receive (i) 18 months’ notice (or, at the Company’s discretion, payment of 18 months’ base salary in lieu of notice) and (ii) accelerated vesting of all unvested equity awards which would have otherwise vested over the 18-month period following his termination date.

The employment agreement with Mr. Went provides that, in connection with a termination of his employment from the Company without “Just Cause” (as defined therein), subject to his execution of a release of claims in favor of the Company, he is entitled to receive 12 months’ notice (or, at the Company’s discretion, payment of 12 months’ base salary in lieu of notice).

The consulting agreement with DJG Enterprises Inc. may be terminated by the Company at any time with 60 days’ notice.

Neither the employment agreements nor the consulting agreement with DJG Enterprises Inc. provides for any change in control or other post-transaction or post-termination payments. We have not previously offered or had in place for our named executive officers any formal retirement, severance or similar compensation programs providing for additional benefits or payments in connection with a termination of employment, change in job responsibility or change in control.

Director Compensation

We have not historically maintained a formal non-employee director compensation program but have made stock and option grants to non-employee directors when determined appropriate. Additionally, we provide reimbursement to our non-employee directors for their reasonable expenses incurred in attending meetings of our board of directors and its committees. We intend to approve and implement a compensation program for our non-employee directors, to be effective in connection with the consummation of the Business Combination.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

FIAC

Class B Common Stock

In March 2021, the Sponsor acquired 7,187,500 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the FIAC IPO. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to FIAC by the aggregate number of Founder Shares issued. In October 2021, the Sponsor surrendered 1,437,500 Founder Shares resulting in the Sponsor holding 5,750,000 Founder Shares. On December 21, 2023, the Sponsor converted 5,000,000 shares of Class B Common Stock into Class A Common Stock pursuant to the FIAC Charter, resulting in the Sponsor holding 750,000 shares of Class B Common Stock. The Founder Shares will automatically convert into shares of Class A Common Stock upon consummation of the Business Combination on a one-for-one basis, subject to certain adjustments. In the Sponsor Side Letter, Sponsor agreed to forfeit an additional 575,000 Founder Shares upon consummation of the Business Combination, which shares will be automatically ~~canceled~~cancelled for no consideration therefor. Additionally, pursuant to the Sponsor Side Letter, Sponsor waived any right to adjustment or other anti-dilution protections with respect to the rate at which the Founder Shares convert into other shares of FIAC Common Stock or New PubCo Common Shares.

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial business combination; or (B) subsequent to the initial business combination, (x) if the closing price of the FIAC’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after the initial business combination, or (y) the date on which FIAC completes a liquidation, merger, stock exchange or other similar transaction that results in all of FIAC’s stockholders having the right to exchange their Public Shares for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the FIAC IPO, the Sponsor, pursuant to a written agreement, purchased 11,200,000 Private Placement Warrants for a purchase price of $1.00 per warrant in the Private Placement. Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. The Private Placement Warrants (including the Class A Common Stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Promissory Notes

No compensation of any kind, including finder’s and consulting fees, will be paid to the Sponsor, officers and directors or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Prior to the closing of our IPO, the Sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of our IPO. The loan was repaid upon the closing of our IPO out of the offering proceeds not held in the Trust Account.

In addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of FIAC’s officers and directors may, but are not obligated to, loan FIAC funds as may be required (the “Working Capital Loans”). If FIAC completes an initial business combination, FIAC would repay such loaned amounts out of the proceeds of the Trust Account released to FIAC. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the

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initial business combination does not close, FIAC may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. On May 9, 2023, FIAC issued the Promissory Note to the Sponsor, and the Sponsor funded the initial principal amount of $487,500.

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On August 1, 2023, FIAC drew $162,500 pursuant to the Promissory Note, which funds FIAC deposited into the Trust Account for its public stockholders. These deposits enabled FIAC to extend the Termination Date from August 1, 2023 to September 1, 2023. On September 1, 2023, FIAC drew $162,500 pursuant to the Promissory Note, which funds FIAC deposited into the Trust Account for its public stockholders. This deposit enabled FIAC to extend the Termination Date from September 1, 2023 to October 1, 2023. On October 1, 2023, FIAC drew $162,500 pursuant to the Promissory Note, which funds FIAC deposited into the Trust Account for its public stockholders. This deposit enabled FIAC to extend the Termination Date from October 1, 2023 to November 1, 2023. On November 1, 2023, FIAC drew $162,500 pursuant to the Promissory Note, which funds FIAC deposited into the Trust Account for its public stockholders. This deposit enabled FIAC to extend the Termination Date from November 1, 2023 to December 1, 2023. On November 30, 2023, FIAC drew $162,500 pursuant to the promissory note underlying the Second Sponsor Working Capital Loan, which funds FIAC deposited into the Trust Account for its public stockholders. This deposit enabled FIAC to extend the Termination Date from December 1, 2023 to January 1, 2024. In connection with the Second Extension Meeting, FIAC’s Sponsor agreed that if the Second Extension Proposal was approved, the Sponsor would deposit into the Trust Account the lesser of (a) $120,000 and (b) $0.06 per share of Class A Common Stock that was not redeemed in connection with the Second Extension Meeting. 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 (unless further extended). These ~~one-month~~ extensions ~~are~~were permitted under the FIAC Charter and ~~provide~~provided FIAC with additional time to complete its initial business combination. ~~FIAC~~We also drew $50,000, $100,000, $187,500 and ~~$187,500~~$25,000 in September 2023, October 2023, November 2023 and ~~November~~December 2023, respectively, pursuant to the Promissory Note for working capital.

On November 30, 2023, FIAC issued a promissory note underlying the Second Sponsor Working Capital Loan to the Sponsor. On the same date, the Sponsor funded an initial principal amount of $170,000. Further, in December 2023, we withdrew $205,000 pursuant to the Second Promissory Note for working capital.

Other Relationships

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the Combined Company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration rights and stockholder rights agreement pursuant to which the Sponsor will be entitled to certain registration rights with respect to the Private Placement Warrants, the warrants issuable upon conversion of Working Capital Loans (if any) and the Class A Common Stock issuable upon exercise of the foregoing and upon conversion of the Founder Shares, and, upon consummation of our initial business combination, to nominate three individuals for election to our board of directors, which is described under the section of the final prospectus filed on October 29, 2021 titled “Description of Securities — Registration and Stockholder Rights.”

Office Space, Secretarial and Administrative Services

FIAC agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support provided to FIAC. Upon completion of the initial business combination or FIAC’s liquidation, FIAC will cease paying these monthly fees. For the three and nine months ended September 30, 2023, FIAC incurred $30,000 and $90,000 in administrative support fees, respectively. For the three and nine months ended September 30, 2022, FIAC incurred $26,146 and $78,283 in administrative support fees,

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respectively. No amounts have been paid for the administrative fee. At September 30, 2023 and December 31, 2022, $210,000 and $120,000 was reported on the condensed balance sheets under due to related party for this fee, respectively.

Sponsor Side Letter

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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 Common Stock 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.

DevvStream

Devvio Agreement

DevvStream is a party to the Devvio Agreement, pursuant to which DevvStream became Devvio’s principal business partner for project financing for Devvio’s clients in connection with acquiring rights to greenhouse gas emission or climate change-related credits or offsets. A member of DevvStream’s Board, Mr. Tom Anderson, is the chief executive officer of Devvio.

Pursuant to the Devvio Agreement, Devvio became a Core Company Securityholder by virtue of holding 100% of the Multiple Voting Company Shares, representing approximately % of DevvStream’s voting rights as of the date of this proxy statement/prospectus in exchange for the License and ROFR. Devvio must also ensure that, during the term of the Devvio Agreement, it does not have an ownership position equal to or greater than 5 percent in any other company listed on a North American stock exchange conducting a similar or competing business to DevvStream’s business. In addition to the Multiple Voting Company Shares, DevvStream paid Devvio CAD $2,500,000 as a prepayment for royalties of sales revenue for transactions using the Devvio Platform. In September 2023, DevvStream agreed to an additional prepaid royalty payment amount of a minimum of $1,000,000, to be paid by August 1, 2024 and $1,270,000 to be paid by August 1, 2025 and 2026.

The term of the Devvio Agreement will continue perpetually unless an event of termination set out below occurs:

(i)	at any time immediately upon notice by one party if the other party is in material breach of the agreement and such material breach is not remedied within forty-five days following notice from the terminating party to the breaching party setting out the reasonable particulars of such breach;

(ii)	if the minimum royalties have not been paid by August 1, 2024, 2024 and 2026, respectively;

(iii)

immediately by either party if the other party is dissolved, has its existence terminated, has a receiver appointed over all or any material part of its property, has an assignment made for the benefit of its creditors, has a petition in bankruptcy made by it or against it, has commenced by or against it any proceedings under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness or composition or extension of indebtedness, in each case where same is not being contested in good faith by such other party;

(iv)	upon a minimum of thirty days’ prior written notice by Devvio to DevvStream in the event that DevvStream fails to actively conduct its Streaming Business (as defined in the Devvio Agreement) for a period of at least six (6) months;

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(v)	by either party upon written notice to the other party in the event of a direct or indirect change of control of such other party without the prior written consent of the first party; or

(vi)	as otherwise mutually agreed in writing by the parties.

For more information regarding the Devvio Agreement, see the section of this proxy statement/prospectus titled “Information About DevvStream — Our Business Model — Devvio Platform.”

Convertible Bridge Financing

On November 29, 2023, in connection with the transactions contemplated by the Business Combination Agreement, DevvStream entered into convertible note subscription agreements ~~(the “Convertible Bridge Note Subscription Agreements~~”) with ~~certain investors, including~~ Devvio and Focus Impact Partners, LLC (the “2023 Convertible Bridge Note Investors”), pursuant to which DevvStream ~~will borrow up to an aggregate of~~

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~~$250,000~~has borrowed $100,000 from ~~the Convertible Bridge Note Investors~~Devvio in exchange for the issuance of an unsecured convertible ~~notes~~note (the “Devvio Convertible Bridge ~~Notes~~Note”) to Devvio and $150,000 from Focus Impact Partners, LLC in exchange for the issuance of an unsecured convertible note (the “Focus Impact Convertible Bridge Note,” and together with the Devvio Convertible Bridge Note, ~~Investors.~~ the “2023 Convertible Bridge Notes”) to Focus Impact Partners, LLC.

On January 12, 2024, DevvStream entered into a letter agreement with Focus Impact Partners, LLC, pursuant to which DevvStream amended the terms of the Focus Impact Convertible Bridge Note and borrowed an additional $150,000 from Focus Impact Partners, LLC under the Focus Impact Convertible Bridge Note.

On February 28, 2024, DevvStream entered into a convertible note subscription agreement with Envviron SAS (“Envviron,” and together with the 2023 Convertible Bridge Note Investors, the “Convertible Bridge Note Investors”), pursuant to which DevvStream has borrowed $250,000 from Envviron in exchange for the issuance of an unsecured convertible note (the “Envviron Convertible Bridge Note,” and together with the 2023 Convertible Bridge Notes, the “Convertible Bridge Notes”) to Envviron.

The Convertible Bridge Notes provide for an interest rate of 5.3% per annum, with a maturity date twelve months after the date the principal loan amount is advanced. No payments are due with respect to the principal loan amount or the accrued interest until the maturity date, and no payments of principal or interest have been made on the Convertible Bridge Notes to date.

Upon completion of the Business Combination, the maturity date for the Convertible Bridge Notes will accelerate and the total principal and interest amounts will become repayable within ten business days following the Closing. The principal loan amount and all accrued interest of the Convertible Bridge Notes will be payable in cash, or may be converted, at the holder's sole option, effective immediately upon the Closing, into aSubordinated Voting Company Shares.

The number of Subordinated Voting Company Shares into which the Devvio Convertible Bridge Note may be converted into is equal to the quotient obtained by dividing (A)(i) the principal loan amount and all accrued interest divided by (ii) $7.65 by (B) the Common Conversion ~~Ratio,~~Ratio. The number of Subordinated Voting Company shares into which the Focus Impact Convertible Bridge Note and ~~thereafter~~the Envviron Convertible Bridge Note may be converted into is equal to the quotient obtained by dividing (A) the principal loan amount and all accrued interest by (B) the price that is a 25% discount to the 20-day volume weighted average trading price of the Subordinated Voting Common Shares on the Cboe Canada (the “VWAP”) on the date of conversion, converted into U.S. dollars based on the Bank of Canada daily exchange rate on the last business day prior to the date of conversion. Thereafter pursuant to and in accordance with the terms of the Business Combination, such Subordinated Voting Common Shares will be exchanged for New PubCo Common Shares. If the number of Subordinated Voting Common Shares issued is greater than the number of Subordinated Voting Common Shares equal to the principal loan amount and all accrued interest (the “Maximum Shares”) divided by the applicable floor price ~~of CAD$1.03~~ (the “Floor Price”), then the amount of Subordinated Voting Common Shares issued will be equal to the Maximum Shares. The Floor Price applicable to the Devvio Convertible Bridge Note will be CAD$1.03. The Floor Price applicable to the Focus Impact Convertible Bridge Note and the Envviron Convertible Bridge Note will be (A) $2.00 if the Business Combination is completed, and (B) CAD$0.475 if the Business Combination is not completed.

If the Business Combination is not completed, the principal loan amount and all accrued interest for each of the Convertible Bridge Notes will be convertible into units (the “Units”) consisting of one Subordinated Voting Common Shares and one-half of a Subordinated Voting Common Shares purchase warrant. The Units will be

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convertible at a conversion price per Unit equal to the greater of (i) the 30-day ~~volume weighted average trading price of the Subordinated Voting Common Shares on the Cboe Canada (the “VWAP~~”) on the date of delivery of a notice of conversion (the “Conversion Date”), converted into U.S. dollars based on the Bank of Canada daily exchange rate on the last business day prior to the Conversion Date, and (ii) the applicable Floor Price. Warrants underlying the Units will carry the right to purchase a Subordinated Voting Common Shares with an exercise price per warrant equal to the greater of (i) 20% premium to such VWAP, and (b) the applicable Floor Price. Any warrants issued pursuant to the Units will expire two years following the Conversion Date.

Company Support & Lock-Up Agreement

Amended and Restated Registration Rights Agreement

At Closing, it is anticipated that the FIAC, the Sponsor, and the Legacy DevvStream Holders will enter into 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 New PubCo.

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APPRAISAL RIGHTS

FIAC stockholders do not have appraisal rights in connection with the Business Combination under the DGCL.

LEGAL MATTERS

~~Certain legal matters relating to~~Stikeman Elliot LLP has passed on the validity of the ~~securities~~New PubCo Common Shares offered by this proxy statement/prospectus. Kirkland & Ellis LLP has passed on the validity of the New PubCo Warrants offered by this proxy statement/prospectus and certain other legal matters related to ~~be issued hereunder will be passed upon by .~~this proxy statement/prospectus.

EXPERTS

The financial statements of FIAC as of December 31, 2022 and 2021 and for the year ended December 31, 2022, and for the period from February 23, 2021 (inception) through December 31, 2021, included in this proxy statement/prospectus have been audited by Marcum LLP, an independent registered public accounting firm, as stated in their report included herein, which report includes an explanatory paragraph about FIAC’s ability to continue as a going concern. Such financial statements have been so included in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

The financial statements of DevvStream as of July 31, 2023 and 2022 and for the year ended July 31, 2023 and the period from incorporation on August 27, 2021 to July 31, 2022 included in this proxy statement/prospectus have been audited by MNP LLP an independent registered public accounting firm, as stated in their report thereon which report expresses an unqualified opinion, and included in this proxy statement/prospectus and registration statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for FIAC’s securities is Continental Stock Transfer & Trust Company.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Pursuant to the rules of the SEC, FIAC and servicers that it employs to deliver communications to FIAC’s stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of this proxy statement/prospectus. Upon written or oral request, FIAC will deliver a separate copy of this proxy statement/prospectus to any stockholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of this proxy statement/prospectus may likewise request that FIAC deliver single copies of FIAC’s proxy statement in the future. Stockholders may notify FIAC of their requests by calling or writing FIAC at its principal executive offices at 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, (212) 213-0243. Following the Business Combination, communications should be sent to 2133 - 1177 W. Hastings Street Vancouver, BC V6E 2K3 British Columbia, Canada.

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SUBMISSION OF STOCKHOLDER PROPOSALS

The FIAC Board is aware of no other matter that may be brought before the FIAC Stockholders Meeting. However, if any matter other than the Proposals, or related matters should properly come before such meetings, the persons named in the enclosed proxy will vote proxies in accordance with their judgment on those matters.

Under the laws of the State of Delaware, only business stated in the notice of the special meeting may be transacted at such meeting.

FUTURE SHAREHOLDER PROPOSALS

If the Business Combination is completed, you will be entitled to attend and participate in New PubCo’s annual meetings of shareholders. If New PubCo holds a 2024 annual meeting of shareholders, it will provide notice of or otherwise publicly disclose the date on which the 2024 annual meeting will be held. If the 2024 annual meeting of shareholders is held, shareholder proposals will be eligible for consideration by the New PubCo Board for inclusion in the proxy statement for the 2024 annual meeting of shareholders in accordance with Rule 14a-8 under the Exchange Act.

STOCKHOLDER COMMUNICATIONS

Stockholders and interested parties may communicate with the FIAC Board, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson in care of Carl Stanton, Chief Executive Officer, Focus Impact Acquisition Corp., 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105. Following the Business Combination, such communications should be sent to Sunny Trinh, Chief Executive Officer, DevvStream Holdings Inc., 2133 - 1177 W. Hastings Street, Vancouver, BC V6E 2K3 British Columbia, Canada. Each communication will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management directors.

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SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES UNDER

U.S. SECURITIES LAWS

DevvStream is a corporation incorporated under the laws of the Province of British Columbia, and New PubCo will be a corporation incorporated under the laws of the Province of Alberta. David Goertz, Michael Max Bühler and Stephen Kukucha, each of whom will serve as either a director or an executive officer of New PubCo as of the Closing, reside outside the United States. Some or all of New PubCo’s assets and the assets of those non-resident persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon New PubCo or those persons or to enforce against New PubCo or them, either inside or outside the United States, judgments obtained in U.S. courts, or to enforce in U.S. courts, judgments obtained against them in courts in jurisdictions outside the United States, in any action predicated upon civil liability provisions of the federal securities laws of the United States or other laws of the United States.

DevvStream has appointed CT Corporation System as its agent upon whom process may be served in any action brought against DevvStream under the laws of the United States arising out of this offering or any purchase or sale of securities in connection with this offering. In addition, investors should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against New PubCo, its officers or directors, or other said persons, predicated upon the civil liability provisions of the federal securities laws of the United States or other laws of the United States or (ii) would enforce, in original actions, liabilities against New PubCo or such directors, officers or experts predicated upon the federal securities laws of the United States or other laws of the United States. In addition, there is doubt as to the applicability of the civil liability provisions of federal securities laws of the United States to original actions instituted in Canada. It may be difficult for an investor, or any other person or entity, to assert U.S. securities laws claims in original actions instituted in Canada.

WHERE YOU CAN FIND MORE INFORMATION

FIAC has filed a registration statement on Form S-4 to register the issuance of securities described elsewhere in this proxy statement/prospectus. This proxy statement/prospectus is a part of that registration statement.

FIAC files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access FIAC’s filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at: http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus or any annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the FIAC Stockholders Meeting, you should contact FIAC by telephone or in writing at the following address and telephone number:

Carl Stanton

Chief Executive Officer

1345 Avenue of the Americas, 33rd Floor

New York, New York 10105

(212) 213-0243

You may also obtain these documents by requesting them in writing or by telephone from FIAC’s proxy solicitor at the following address and telephone number:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

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If you are a stockholder of FIAC and would like to request documents, please do so by , in order to receive them before the FIAC Stockholders Meeting. If you request any documents from FIAC, FIAC will mail them to you by first class mail, or another equally prompt means.

All information contained or incorporated by reference in this proxy statement/prospectus relating to FIAC has been supplied by FIAC, and all such information relating to DevvStream has been supplied by DevvStream. Information provided by either FIAC or DevvStream does not constitute any representation, estimate or projection of any other party. DevvStream’s website is https://www.devvstream.com/ The information on this website is neither incorporated by reference into this proxy statement/prospectus, or into any other filings with, or into any other information furnished or submitted to, the SEC.

This document is a proxy statement of FIAC for the FIAC Stockholders Meeting and constitutes a prospectus of FIAC under the Securities Act with respect to the shares of Common Stock to be issued to DevvStream Shareholders under the Business Combination Agreement. FIAC has not authorized anyone to give any information or make any representation about the Business Combination, FIAC or DevvStream that is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus, unless the information specifically indicates that another date applies.

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INDEX TO FINANCIAL STATEMENTS

Focus Impact Acquisition Corp. Condensed Financial Statements
Balance Sheets			F-2
Statements of Operations			F-3
Statements of Changes in Stockholders’ Deficit			F-4
Statements of Cash Flows			F-5
Notes to Financial Statements			F-6

Focus Impact Acquisition Corp. Audited Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 688)			~~F-2~~F-24
Balance Sheets			~~F-3~~F-25
Statements of Operations			~~F-4~~F-26
Statements of Changes in Stockholders’ Deficit			~~F-5~~F-27
Statements of Cash Flows			~~F-6~~F-28
Notes to Financial Statements			~~F-7~~F-29

~~Focus Impact Acquisition Corp. Audited~~DevvStream Holdings Inc. Condensed Consolidated Interim Financial Statements (Unaudited)
~~Report~~Condensed Consolidated Interim Balance Sheets as of ~~Independent Registered Public Accounting Firm (PCAOB ID 688)~~October 31, 2023 and July 31, 2023			~~F-25~~F-44
~~Balance Sheets~~Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three months ended October 31, 2023 and 2022			~~F-26~~F-45
Condensed Consolidated Interim Statements of ~~Operations~~Changes in Shareholders’ Equity (Deficiency) for the three months ended October 31, 2023 and 2022			~~F-27~~F-46
Condensed Consolidated Interim Statements of ~~Changes in Stockholders’ Deficit~~Cash Flows for the three months ended October 31, 2023 and 2022			~~F-28~~
~~Statements of Cash Flows~~			~~F-29~~F-47
Notes to the Condensed Consolidated Interim Financial Statements			~~F-30~~F-0

DevvStream Holdings Inc. Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 1930)			~~F-45~~F-57
Consolidated Balance Sheets as of July 31, 2023 and 2022			~~F-46~~F-58
Consolidated Statements of Operations and Comprehensive Loss for the year ended July 31, 2023 and for the period from incorporation on August 27, 2021 to July 31, 2022			~~F-47~~F-59
Consolidated Statements of Changes in Shareholders' Equity (Deficiency) for the year ended July 31, 2023 and for the period from incorporation on August 27, 2021 to July 31, 2022			~~F-48~~F-60
Consolidated Statements of Cash Flows for the year ended July 31, 2023 and for the period from incorporation on August 27, 2021 to July 31, 2022			~~F-49~~F-61
Notes to the Consolidated Financial Statements			~~F-50~~F-62

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~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~To the Shareholders and Board of Directors of~~

~~Focus Impact Acquisition Corp.~~

~~Opinion on the Financial Statements~~

We have audited the accompanying balance sheets of Focus Impact Acquisition Corp. (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from February 23, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from February 23, 2021 (inception) through December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

~~Explanatory Paragraph – Going Concern~~

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, if the Company is unable to complete a Business Combination, then the Company will cease all operations except for the purpose of liquidating. In addition, the Company has incurred negative cash used in operating activities and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Basis for Opinion~~

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

~~/s/ Marcum LLP~~

~~Marcum LLP~~

~~We have served as the Company’s auditor since 2021.~~

~~New York, NY~~

~~April 6, 2023~~

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FOCUS IMPACT ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2023 (Unaudited)	December 31, 2022	September 30, 2023 (Unaudited)	December 31, 2022
Assets:
Current assets:
Cash	$213,335	$1,426,006	$213,335	$1,426,006
Prepaid expenses	43,464	367,169	43,464	367,169
Total current asset	256,799	1,793,175	256,799	1,793,175

Investment held in Trust Account	61,539,627	237,038,010	61,539,627	237,038,010
Total assets	$61,796,426	$238,831,185	$61,796,426	$238,831,185

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$3,733,633	$1,001,990	$3,733,633	$1,001,990
Due to Sponsor	210,000	120,000	210,000	120,000
Franchise taxes payable	29,980	63,283	29,980	63,283
Income taxes payable	5,707	645,442	5,707	645,442
Excise tax payable	1,798,606	—	1,798,606	—
Promissory note - related party	1,025,000	—	1,025,000	—
Total current liabilities	6,802,926	1,830,715	6,802,926	1,830,715

Warrant liability	1,816,000	1,135,000	1,816,000	1,135,000
Marketing agreement	150,000	150,000	150,000	150,000
Deferred underwriting commissions	—	8,650,000	—	8,650,000
Total liabilities	8,768,926	11,765,715	8,768,926	11,765,715

Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 5,702,791 and 23,000,000 shares at redemption value of $10.79 and 10.31 per share as of September 30, 2023 and December 31, 2022, respectively	61,539,627	237,020,680
Class A common stock subject to possible redemption, 5,702,791 and 23,000,000 shares at redemption value of $10.79 and 10.31 per share as of September 30, 2023 and December 31, 2022, respectively			61,539,627	237,020,680

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	—	—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding, (excluding 5,702,791 and 23,000,000 shares subject to possible redemption)	—	—
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding	575	575
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding			—	—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding, (excluding 5,702,791 and 23,000,000 shares subject to possible redemption)			—	—
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding			575	575
Additional paid-in capital	—	—	—	—
Accumulated deficit	(8,512,702)	(9,955,785)	(8,512,702)	(9,955,785)
Total stockholders’ deficit	(8,512,127)	(9,955,210)	(8,512,127)	(9,955,210)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$61,796,426	$238,831,185	$61,796,426	$238,831,185

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

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FOCUS IMPACT ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2023	2022	2023	2022
Operating costs	$2,485,780	$306,223	$4,027,550	$1,063,554
Marketing service fee	—	—	—	150,000
Loss from operations	(2,485,780)	(306,223)	(4,027,550)	(1,213,554)

Other Income (Expense)
Change in fair value of warrant liabilities	(227,000)	1,362,000	(681,000)	9,761,000
Recovery of offering costs allocated to warrants	309,534	—	309,534	—
Operating account interest income	2,434	2,481	13,363	2,906
Income from Trust Account	784,704	1,059,933	4,604,705	1,412,159
Total other income, net	869,672	2,424,414	4,246,602	11,176,065

(Loss) Income before provision for income taxes	(1,616,108)	2,118,191	219,052	9,962,511
Provision for income taxes	(154,799)	(212,593)	(938,294)	(230,387)
Net (loss) income	$(1,770,907)	$1,905,598	$(719,242)	$9,732,124

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	5,702,791	23,000,000	12,925,801	23,000,000
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$(0.15)	$0.07	$(0.04)	$0.34
Basic and diluted weighted average shares outstanding, Class B common stock	5,750,000	5,750,000	5,750,000	5,750,000
Basic and diluted net (loss) income per share, Class B common stock	$(0.15)	$0.07	$(0.04)	$0.34

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

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FOCUS IMPACT ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

	Class B Common Stock		Additional Paid-in Capital	Accumulated Deficit	Stockholders’ Deficit
	Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Stockholders’ Deficit
Balance as of January 1, 2023	5,750,000	$575	$—	$(9,955,785)	$(9,955,210)
Net income	—	—	—	1,522,559	1,522,559
Remeasurement for Class A common stock to redemption amount	—	—	—	(1,961,604)	(1,961,604)
Balance as of March 31, 2023	5,750,000	575	—	(10,394,830)	(10,394,255)
Excise tax payable in connection with redemptions	—	—	—	(1,798,606)	(1,798,606)
Net loss	—	—	—	(470,894)	(470,894)
Extension funding of Trust Account	—	—	—	(487,500)	(487,500)
Remeasurement adjustment of carrying value of Class A common stock to redemption amount	—	—	—	(811,227)	(811,227)
Balance as of June 30, 2023	5,750,000	575	—	(13,963,057)	(13,962,482)
Net loss	—	—	—	(1,770,907)	(1,770,907)
Waiver of Deferred Underwriters’ Fee	—	—	—	8,340,466	8,340,466
Extension funding of Trust Account	—	—	—	(487,500)	(487,500)
Remeasurement adjustment of carrying value of Class A common stock to redemption amount	—	—	—	(631,704)	(631,704)
Balance as of September 30, 2023	5,750,000	$575	$—	$(8,512,702)	$(8,512,127)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

	Class B Common Stock		Additional Paid-in Capital	Accumulated Deficit	Stockholders’ Deficit
	Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Stockholders’ Deficit
Balance as of January 1, 2022	5,750,000	$575	$—	$(19,065,219)	$(19,064,644)
Net income	—	—	—	5,063,861	5,063,861
Balance as of March 31, 2022	5,750,000	575	—	(14,001,358)	(14,000,783)
Remeasurement adjustment of carrying value of Class A common stock to redemption amount	—	—	—	(63,360)	(63,360)
Net income	—	—	—	2,762,665	2,762,665
Balance as of June 30, 2022	5,750,000	575	—	(11,302,053)	(11,301,478)
Remeasurement adjustment of carrying value of Class A common stock to redemption amount	—	—	—	(971,387)	(971,387)
Net income	—	—	—	1,905,598	1,905,598
Balance as of September 30, 2022	5,750,000	$575	$—	$(10,367,842)	$(10,367,267)

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

~~F-5~~
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FOCUS IMPACT ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended September 30,
	2023	2022
Cash flows from operating activities:
Net (loss) income	$(719,242)	$9,732,124
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of warrant liability	681,000	(9,761,000)
Recovery of offering costs allocated to warrants	(309,534)	—
Income from investments held in Trust Account	(4,604,705)	(1,412,159)
Changes in assets and liabilities:
Prepaid expenses	323,705	317,559
Accounts payable and accrued expenses	2,731,643	148,370
Franchise tax payable	(33,303)	230,387
Marketing service fee	—	150,000
Due to related party	90,000	—
Income taxes payable	(639,735)	(162,410)
Net cash used in operating activities	(2,480,171)	(757,129)

Cash flows from investing activities:
Trust extension funding	(975,000)	—
Cash withdrawn from Trust Account in connection with redemption	179,860,588	—
Cash withdrawn from Trust Account to pay taxes obligation	1,217,500	312,592
Net cash provided by investing activities	180,103,088	312,592

Cash flows from financing activities:
Redemption of common stock	(179,860,588)	—
Proceeds from issuance of promissory note to related party	1,025,000	—
Net cash used in financing activities	(178,835,588)	—

Net change in cash	(1,212,671)	(444,537)
Cash, beginning of the period	1,426,006	1,393,939
Cash, end of the period	$213,335	$949,402

Supplemental disclosure of cash flow information:
Remeasurement adjustment of carrying value of Class A common stock to redemption amount	$4,379,535	$1,034,747
Excise tax payable in connection with redemption	$1,798,606	$—
Impact of the waiver of deferred commission by the underwriters	$8,340,466	$—

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

~~F-6~~
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FOCUS IMPACT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Note 1 - Organization and Business Operations

Organization and General

Focus Impact Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 23, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Extension of Combination Period

~~The Company’s sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).~~

~~The registration statement for~~upon five days’ advance notice prior to the ~~Company’s IPO was declared effective on October 27, 2021 (the “Effective Date”). On~~applicable Termination Date, until November 1, ~~2021,~~2024, or a total of up to twelve months after the ~~Company consummated its IPO~~Original Termination Date, unless the closing of ~~23,000,000 units (the “Units”) which included~~our initial business combination shall have occurred prior to such date and (ii) the ~~exercise~~Redemption Limitation Amendment to remove the limitation that we may not redeem shares of public stock to the extent that such redemption would result in us having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the ~~underwriters’ option to purchase an additional 3,000,000 Units~~Securities Exchange Act of 1934, as amended), of less than $5,000,000. The stockholders of FIAC approved the Extension Amendment Proposal and the Redemption Limitation Amendment at the ~~IPO price~~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 ~~cover over-allotments. Each Unit consists~~approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of ~~one share of Class A common stock, $0.0001 par value per share (the “Class A common stock”), and~~ ~~one-half~~ ~~of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one share~~17,297,209 shares of Class A Common Stock properly exercised their right to redeem their shares for cash at ~~an exercise~~a redemption price of ~~$11.50~~approximately $10.40 per share, ~~subject to adjustment. The Units were sold at~~for an ~~offering price~~aggregate redemption amount of ~~$10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed~~$179,860,588.

As disclosed in ~~Note 3.~~

~~Simultaneously with~~ the ~~closing of IPO the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant~~proxy statement relating to the ~~Sponsor, generating gross proceeds to the Company of $11,200,000.~~

~~Upon the closing of the IPO (including the full exercise of the underwriters’ over-allotment option) and the private placement, $234,600,000 has been placed in a trust account~~Extension Meeting (the ~~“Trust Account”~~“Extension Proxy”), ~~representing~~ the ~~redemption value of~~Sponsor agreed that if the ~~Class A common stock sold in the IPO, at their redemption value of $10.20 per share.~~

~~Nasdaq rules provide that the Business Combination must be with~~Extension Amendment Proposal is approved, it or one or more ~~target businesses that together have~~of its affiliates, members or third-party designees (such person, a ~~fair market value equal~~“Lender”) will contribute to ~~at least 80%~~us as a loan, within ten (10) business days of the ~~value~~date of the ~~assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable) at the time~~Extension Meeting, of the ~~Company signing a definitive agreement in connection with the Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns~~lesser of (a) an aggregate of $487,500 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~~(b) $0.0975 per share that is not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the IPO, $10.20 per Unit sold in the IPO (including the full exercise of the underwriters’ over-allotment option) and the proceeds of the sale of the Private Placement Warrants, are held in a trust account (“Trust Account”) and will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The trust account is intended as a holding place for funds pending the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A common stock the right to have their shares redeemed in connection with the ~~initial Business~~Extension Meeting, to be deposited into the Trust Account. In addition, the Lender

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On August 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from August 1, 2023 to September 1, 2023. On September 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from September 1, 2023 to October 1, 2023. On October 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from October 1, 2023 to November 1, 2023. On November 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from November 1, 2023 to December 1, 2023. On November 30, 2023, we drew $162,500 pursuant to the promissory note underlying the Second Sponsor Working Capital Loan (the “Second Promissory Note”), which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from December 1, 2023 to January 1, 2024. In connection with the Second Extension Meeting, FIAC’s Sponsor agreed that if the Second Extension Proposal was approved, the Sponsor would deposit into the Trust Account the lesser of (a) $120,000 and (b) $0.06 per share of Class A Common Stock that was not redeemed in connection with the Second Extension Meeting. 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 (unless further extended). These extensions were permitted under the FIAC Charter and provided us with additional time to complete our initial business combination. We also drew $50,000, $100,000, $187,500 and $25,000 in September 2023, October 2023, November 2023 and December 2023, respectively, pursuant to the Promissory Note for working capital. Further, in December 2023, we withdrew $205,000 pursuant to the Second Promissory Note for working capital.

Risks and Uncertainties

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Inflation Reduction Act of 2022

On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change.

Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by FIAC, in connection with the Business Combination, Extension Meeting or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by FIAC and not by the redeeming holders, it could cause a reduction in the value of the Class A Common Stock, cash available with which to effectuate an initial business combination or cash available for distribution in a subsequent liquidation. Whether and to what extent FIAC would be subject to the excise tax in connection with an initial business combination will depend on a number of factors, including (i) the structure of the Business Combination, (ii) the fair market value of the redemptions and repurchases in connection with the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by FIAC in the event FIAC is unable to complete an initial business combination in the required time and redeem 100% of the ~~Company’s~~remaining Class A Common Stock in accordance with the FIAC Charter, in which case the amount that would otherwise be received by the FIAC public ~~shares if~~stockholders in connection with FIAC’s liquidation would be reduced.

Results of Operations

As of September 30, 2023, we have not commenced any operations. All activity for the ~~Company does~~period from February 23, 2021 (inception) through September 30, 2023 relates to our formation and the FIAC IPO, and since the closing of the FIAC IPO, the search for a prospective initial business combination. We have neither engaged in any operations nor generated any revenues to date. We will not ~~complete~~generate any operating revenues until after the completion of our initial business combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the FIAC IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

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Contractual Obligations

Except as described below, we do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

On May 9, 2023, we issued the Promissory Note in the total principal amount of up to $1,500,000 to the Sponsor, and the Sponsor funded the initial ~~Business Combination by~~principal amount of $487,500. On August 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from August 1, 2023 to September 1, 2023. On September 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from September 1, 2023 to October 1, 2023. On October 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from October 1, 2023 to November 1, 2023. On November 1, 2023, we drew $162,500 pursuant to the Promissory Note, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from November 1, 2023 to December 1, 2023. On November 30, 2023, we drew $162,500 pursuant to the promissory note underlying the Second Sponsor Working Capital Loan, which funds we deposited into the Trust Account for our public stockholders. This deposit enabled us to extend the Termination Date from December 1, 2023 ~~(as~~to January 1, 2024. In connection with the Second Extension Meeting, FIAC’s Sponsor agreed that if the Second Extension Proposal was approved, the Sponsor would deposit into the Trust Account the lesser of (a) $120,000 and (b) $0.06 per share of Class A Common Stock that was not redeemed in connection with the Second Extension Meeting. 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 (unless further extended) ~~or (ii)~~. These extensions were permitted under the FIAC Charter and provided us with ~~respect~~additional time to ~~any other provisions relating~~complete our initial business combination. We also drew $50,000, $100,000, $187,500 and $25,000 in September 2023, October 2023, November 2023 and December 2023, respectively, pursuant to the ~~rights~~Promissory Note for working capital. Further, in December 2023, we withdrew $205,000 pursuant to the Second Promissory Note for working capital.

Administrative Services Agreement

Registration and Stockholder Rights

The holders of ~~the Company’s~~our Class ~~A common stock,~~B Common Stock, Private Placement Warrants and ~~(c) the redemption~~warrants that may be issued upon conversion of ~~the Company’s public shares if the Company has not consummated the initial Business Combination by December 1, 2023, (as extended) subject to applicable law.~~

~~The Company will provide its public stockholders with the opportunity to redeem all or a portion of their~~Working Capital Loans (and any shares of Class A ~~common stock~~Common Stock issuable upon the ~~completion~~exercise of the ~~initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means~~Private Placement Warrants and warrants that may be issued upon conversion of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion,Working Capital Loans and ~~will be based on a variety of factors such as the timing~~upon conversion of the ~~transaction and whether the terms of the transaction would require the Company to seek stockholder approval under the law or stock exchange listing requirement. The public stockholders~~Class B Common Stock) will be entitled to ~~redeem their shares at~~registration rights pursuant to a ~~per-share price, payable in cash, equal~~registration rights and stockholder agreement to ~~the aggregate amount then on deposit in the Trust Account as of~~ ~~two~~ ~~business days~~be signed prior to the consummation of the FIAC IPO, requiring us to register such securities for resale (in the case of the Class B Common Stock, only after conversion to the Class A Common Stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

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Underwriting Agreement

Each of Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, CastleOak Securities, L.P. and Siebert Williams Shank & Co., LLC (collectively, the “FIAC IPO Underwriters”) contacted FIAC prior to the public announcement of the proposed Business Combination ~~including interest earned on~~to indicate that they would waive their respective entitlements to the ~~funds held~~payment of any deferred compensation with respect to the Business Combination in connection with their roles as underwriters of the FIAC IPO. The FIAC IPO Underwriters did not provide reasons for such waivers, FIAC did not seek out the reasons for such waivers, and FIAC will not speculate regarding such reasons. FIAC has not engaged, and has not received any services from, the FIAC IPO Underwriters except in connection with the consummation of the FIAC IPO. The FIAC IPO Underwriters did not have any role in the ~~Trust Account~~identification or evaluation of DevvStream as a business combination target for FIAC. FIAC did not expect the FIAC IPO Underwriters to provide a service in connection with the closing of the Business Combination; therefore, the waiver by each of the FIAC IPO Underwriters of its respective deferred compensation has not created any role in connection with the closing of the Business Combination that FIAC is seeking to fill.

Each of the FIAC IPO Underwriters has informed FIAC that it is not responsible for any portion of this proxy statement/prospectus which form a part of this registration statement, and FIAC is not ~~previously released~~aware of any disagreements with any of the FIAC IPO Underwriters regarding disclosure in this proxy statement/prospectus. Each of the FIAC IPO Underwriters’ waivers of their respective deferred compensation indicates that they do not want to be associated with the disclosure or the underlying business analysis related to the ~~Company to pay its franchise and income taxes, divided~~Business Combination. As a result of the waivers by the ~~number~~FIAC IPO Underwriters of ~~then outstanding public shares, subject~~their deferred compensation, the transactions fees payable by FIAC will be reduced by an aggregate amount equal to the ~~limitations. The amount~~deferred compensation attributable to the FIAC IPO Underwriters, as reflected in the ~~Trust Account~~section of this proxy statement/prospectus titled “Unaudited Pro Forma Combined Financial Information.”

Marketing Fee Agreement

We engaged advisors to assist in validating existing acquisition strategies and providing recommendations or potential amendments and refinements to said strategy. The fee structure is ~~initially anticipated~~set as a minimum of $150,000 due upon an initial business combination for advisory services. If the advisors provide lead information of a potential target company in an initial business combination, we will pay the advisors between $2,000,000 and $6,000,000 upon successful close of the Business Combination.

Critical Accounting Policies

Offering Costs associated with the Initial Public Offering

We comply with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the FIAC IPO. Offering costs will be ~~approximately $10.20 per public share.~~ allocated to the separable financial instruments issued in the FIAC IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed

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Common Stock Subject to Possible Redemption

All of the ~~Public Shares~~23,000,000 shares of Class A Common Stock sold as part of the FIAC Units in the IPO contain a redemption feature which allows for the redemption of such ~~Public Shares~~shares in connection with ~~the Company’s~~our liquidation, if there is a stockholder vote or tender offer in connection with ~~an initial~~the Business Combination and in connection with certain amendments to the ~~amended and restated certificate of incorporation.~~FIAC Charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within ~~the~~our control ~~of a company~~ require common stock subject to redemption to be classified outside of permanent equity. ~~Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value~~Therefore, all shares of Class A ~~common stock~~Common Stock have been classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the dateoutside of ~~issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii)~~permanent equity.

We recognize changes in ~~the~~ redemption value immediately as they occur and ~~adjust~~adjusts the carrying ~~amount~~value of ~~the instrument~~redeemable common stock to equal the redemption value at the end of each reporting period. ~~The Company has elected~~Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Net (Loss) Income Per Common Stock

We comply with the accounting and disclosure requirements of the Financial Accounting Standards Board (the “FASB”) ASC Topic 260, “Earnings Per Share.” Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of shares of FIAC Common Stock outstanding during the period, excluding FIAC Common Stock subject to ~~recognize~~forfeiture. Weighted average shares were reduced for the ~~changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction~~effect of an aggregate of 750,000 shares of Class A Common Stock that were subject to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. In such case, the Company will proceed with a Business Combinationforfeiture if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company’s amended and restated certificate of incorporation provides that the Company will have until the Termination Date (as defined below) to complete the initial Business Combination. If the Company doesover-allotment option is not ~~complete the initial Business Combination~~exercised by the ~~Termination Date,~~underwriter. At September 30, 2023 and 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into FIAC Common Stock and then share in our earnings. As a result, diluted (loss) income per common stock is the ~~Company will: (i) cease all operations except~~same as basic (loss) income per common stock for the ~~purpose of winding up; (ii) as promptly as reasonably possible but not more than~~ ~~ten~~ ~~business days thereafter, redeem~~period presented.

Warrants

We account for 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 the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption 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 the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by themWarrants issued in connection with the ~~completion~~FIAC IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, we classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Warrants are exercised or expire, and any change in fair value will be recognized in our statement of operations. The fair value of Warrants was estimated using an internal valuation model. Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the ~~initial Business Combination~~price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.

Off-Balance Sheet Arrangements

As of September 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Inflation

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

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and ~~a stockholder vote~~it may take advantage of certain exemptions from various reporting requirements that are applicable to ~~approve an amendment~~other public companies that are not emerging growth companies including, but not limited to, ~~the Company’s amended and restated certificate of incorporation (A) that would modify the substance or timing of the~~not

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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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INFORMATION ABOUT DEVVSTREAM

Overview

Our Business Model – Direct Investment

Our Business Model – Project Management

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History of DevvStream

Our Industry and Market Opportunity

Overview of Carbon Credits

Nature-based Solutions vs. Technology-based Solutions

Compliance Markets vs. Voluntary Markets

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Trends Related to Carbon Credits

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Five-Year Global Carbon Index (USD)

Our Business Model

Overview of Streaming

Revenue Streams

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Impact Investment

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Project Management

Project Assessment

Devvio Blockchain

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Verification and Validation

Xpansiv Relationship

Examples of Our Current Projects and Programs

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

LED Lighting Program

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Well Sealant Program

Memorandum of Understanding with Ryoden Corporation

Memorandum of Understanding with Bluegrace Energy

Carbon Credit Purchase Agreement

Management Agreement with AgriLedger

Management Agreement with Prosper Technologies

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Offtake Agreement with BC Road Builders and Heavy Construction Association

Our Growth Strategy and Carbon Credit Pipeline

United Cities North America Agreement

Marmota Joint Venture

Global Green Relationship

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Our Competition and Competitive Advantage

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

By focusing on technology-based projects to generate carbon credits, we are able to offer multiple advantages over nature-based solutions. These advantages include:

More accurate quantification due to the verifiable measurement of environmental benefits;

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; and

Alignment with many of the United Nations’ SDGs.

Participation in both the Voluntary and Compliance Market

Our competitors operate almost exclusively in the voluntary market, whereas our business model involves investing in and managing projects in both the voluntary and compliance carbon markets.

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Use of Devvio’s Proprietary Blockchain

Devvio Agreement

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The term of the Devvio Agreement will continue perpetually unless an event of termination set out below occurs:

(1)	at any time immediately upon notice by one party if the other party is in material breach of the agreement and such material breach is not remedied within forty-five days following notice from the terminating party to the breaching party setting out the reasonable particulars of such breach;

(2)	if the minimum royalties have not been paid by August 1, 2024, 2024 and 2026, respectively;

(3)

(4)	upon a minimum of thirty days’ prior written notice by Devvio to DevvStream in the event that we fail to actively conduct our Streaming Business (as defined in the Devvio Agreement) for a period of at least six (6) months;

(5)	by either party upon written notice to the other party in the event of a direct or indirect change of control of such other party without the prior written consent of the first party; or

(6)	as otherwise mutually agreed in writing by the parties.

Government Regulation

Trademarks and Licenses

We have a variety of intangible assets as is typical for businesses such as ours.

Our DevvStream brand is a registered trademark in the United States and other countries.

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Specialized Skills and Knowledge

Employees

As of the date of this proxy statement/prospectus, we have a total of three full-time employees and seven independent contractors.

Legal Proceedings

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS OF DEVVSTREAM

The following discussion and analysis should be read in conjunction with DevvStream’s unaudited condensed consolidated interim financial statements and related notes, which have been prepared in accordance with US GAAP and are included elsewhere in this proxy statement/prospectus. It should also be read in conjunction with Devvstream’s audited consolidated financial statements and related notes, which have been prepared in accordance with US GAAP and are included elsewhere in this proxy statement/prospectus. The discussion and the analysis should also be read together with the section of this proxy statement/prospectus titled “Information about DevvStream.” This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this proxy statement/prospectus. All figures are in US dollars unless otherwise noted. Unless the context otherwise requires, for the purposes of this section, “DevvStream,” “we,” “us,” “our,” or the “Company” refer to DevvStream Holdings Inc. and its subsidiaries.

Company Overview

Company Formation and Reverse Takeover Transaction

We were incorporated under the British Columbia Business Corporations Act on August 13, 2021. On December 17, 2021 (and as amended on March 30, 2022, May 18, 2022, August 11, 2022 and October 24, 2022), we entered into a business combination agreement (the “Transaction Agreement”) with DevvStream Inc. (“DESG”) and DevvESG Streaming Finco Ltd. (“Finco”). The transaction closed on November 4, 2022 and constituted a reverse takeover of DevvStream by DESG. We changed our name from 1319738 B.C. Ltd. to DevvStream Holdings Inc. upon the completion of the transaction.

Pursuant to the Transaction Agreement, we acquired all of the issued and outstanding Subordinate Voting Shares (“SVS”) and Multiple Voting Shares (“MVS”) of DESG by way of a three-cornered amalgamation among DevvStream, DESG and a Delaware subsidiary of DevvStream (the “Transaction”). Former SVS holders of DESG received one of our SVS for each SVS held and former MVS holders of DESG received one of our MVS for each MVS held.

Pursuant to the Transaction Agreement, we and Finco were required to complete private placements for aggregate gross proceeds of $10,000,000 (the “DESG Financing” and “Finco Financing”, respectively). The DESG Financing consisted of a unit private placement for our units at a price of CAD$0.80 per unit. Each unit under the DESG Financing consisted of one SVS and one SVS purchase warrant exercisable at a price of CAD$1.50 per share for a period of 24 months from the closing date of the Transaction. The Finco Financing consisted of a special warrant private placement at a price of CAD$0.80 per special warrant. Each special warrant converted into one unit of Finco consisting of one common share and one common share purchase warrant. Each Finco common share purchase warrant entitles the holder to purchase, upon exercise thereof, one Finco common share at a price of CAD$1.50 per share for a period of 24 months from the closing date of the Transaction.

In connection with the closing of the Transaction, we completed a consolidation of our shares on the basis of 28.09 pre-consolidation shares for each post-consolidation share.

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Recent Developments

Proposed Transaction with FIAC

On September 12, 2023, we entered into the Business Combination Agreement with FIAC. FIAC is a special purpose acquisition corporation focused on amplifying social impact through the pursuit of a merger or business combination with socially forward companies. The Business Combination is structured as an amalgamation of DevvStream into a wholly owned subsidiary of FIAC, following FIAC’s redomiciling as an Alberta company. FIAC will be renamed “DevvStream Corp.” and continue the business of the Company following the amalgamation. It is a condition of the transaction that the securities of the Combined Company will be listed on NASDAQ.

Completion of the Business Combination is subject to customary closing conditions, including all requisite approvals by our shareholders and FIAC stockholders, the listing approval of NASDAQ and the effectiveness of the registration statement with the SEC. We are expected to delist from the Cboe Canada stock exchange on closing.

Amended Agreement with Devvio

Results of Operations — Three Months Ended October 31, 2023 Comparison Against the Three Months Ended October 31, 2022

	For the three months ended October 31, 2023 $	For the three months ended October 31, 2022 $
Sales and marketing	196,921	80,419
Depreciation	460	462
General and administrative	212,330	69,121
Professional fees	2,297,182	267,932
Salaries and wages	208,354	192,947
Share-based compensation	413,192	321,117
Total operating expenses	(3,328,439)	(931,998)
Other income	—	3,597
Foreign exchange gain (loss)	(43,635)	98,874
Net loss	(3,372,074)	(829,527)

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Share-based compensation

Professional fees

Salaries and wages

During the three months ended October 31, 2023 and 2022, we incurred salaries and wages of $208,354 and $192,947, respectively, the majority of which were to officers of the Company.

Sales and marketing

General and administrative

Foreign exchange gain (loss)

Results of Operations — Fiscal Year Ended July 31, 2023 Comparison Against the Period from Incorporation on August 27, 2021 to July 31, 2022

	For the fiscal year ended July 31, 2023 $	Period from incorporation on August 27, 2021 to July 31, 2022 $
Sales and marketing	914,409	214,446
Depreciation	1,849	973
General and administrative	443,549	194,001
License fee	—	1,574,854
Professional fees	1,994,826	681,987
Salaries and wages	777,112	506,617
Share-based compensation	1,838,811	946,007
Total operating expenses	(5,970,556)	(4,118,885)
Other income	10,139	—
Loss on impairment	—	(1,781,824)
Foreign exchange gain (loss)	55,764	(49,119)
Net loss	(5,904,653)	(5,949,828)

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License fee

Loss on impairment

Share-based compensation

Professional fees

Salaries and wages

Sales and marketing

General and administrative

Foreign exchange gain (loss)

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Liquidity and Capital Resources

We continually monitor and manage cash flow to assess the liquidity necessary to fund operations and capital projects. We manage our capital resources and adjust them to take into account changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage the timing of our capital expenditures. As of October 31, 2023, we had a working capital deficit of $2,783,704 (current assets of $211,833, less current liabilities of $2,995,537) and as of July 31, 2023, we had a working capital deficit of $57,583 (current assets of $851,069, less current liabilities of $908,652).

Since our inception, we have incurred operating losses and have experienced negative cash flows from operations. We do not anticipate that cash on hand will be adequate to satisfy our obligations in the ordinary course of business over the next 12 months. Based on this assessment, we have material uncertainties about our business that may cast substantial doubt about our ability to continue as a going concern. Accordingly, our ability to continue as a going concern is dependent upon our ability to raise sufficient funds to pay ongoing operating expenditures and to meet our obligations. See further discussion related to our ability to continue as a going concern within “— Critical Accounting Policies and Estimates.”

As of October 31, 2023 and July 31, 2023, we had $10,559 and $489,971 in cash, respectively. We are actively managing current cash flows until such time that we are profitable.

In the event that the Business Combination is completed, into a number of SVS equal to the quotient obtained by dividing (A) the amount outstanding divided by $7.65 by (B) $10.20; or

The chart below highlights our cash flows for the periods indicated:

	For the three months ended October 31, 2023 $	For the three months ended October 31, 2022 $	For the fiscal year ended July 31, 2023 $	Period from the date of incorporation on August 27, 2021, to July 31, 2022 $
Net cash provided by (used in):
Operating activities	(692,321)	(363,728)	(3,408,144)	(3,469,653)
Investing activities	—	—	10	(1,287,708)
Financing activities	226,113	—	301,984	8,610,606
Effect of exchange rate changes on cash	(13,204)	(220,848)	(159,534)	(97,590)
(Decrease)/Increase in cash	(479,412)	(584,576)	(3,265,684)	3,755,655

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Cash Used in Operating Activities

Our net cash used in operating activities is primarily due to cash payments for operating expenses that we incur in the day-to-day operations of the business. Net cash used in operating activities for the three months ended October 31, 2023 was $692,321 compared to $363,728 for the three months ended October 31, 2022. The loss for the three months ended October 31, 2023 of $3,372,074 was offset by $2,216,101 in changes in working capital items and $463,652 in non-cash items consisting mainly of share-based compensation. This compares to a loss of $829,527 for the prior period, including $144,220 in changes in working capital items and offset by $321,579 in non-cash items consisting mainly of share-based compensation.

Net cash used in operating activities for the fiscal year ended July 31, 2023 was $3,408,144 compared to $3,469,653 for the comparative prior period. The loss for the fiscal year ended July 31, 2023 of $5,904,653 was offset by $662,391 in changes in working capital items and $1,834,118 in non-cash items consisting mainly of share-based compensation expense. This compares to a loss of $5,949,828 for the comparative prior period, including $248,629 in changes in working capital items and offset by $2,728,804 in noncash items consisting mainly of share-based compensation and the loss on impairment for the comparative prior period.

Cash Provided by (Used in) Investing Activities

Net cash provided by investing activities for the three months ended October 31, 2023 and 2022 was $nil.

Net cash provided by investing activities for the fiscal year ended July 31, 2023 was $10 and relates to the Transaction. Net cash provided by investing activities during the comparative prior period was $(1,287,708) which relates to our purchases of computer equipment totaling $5,860 and purchases of intangible assets totaling $1,281,848.

Cash Provided by Financing Activities

We have funded our business to date from sales of our common stock through private placements, from proceeds from the exercises of warrants, and from loans from related parties.

(1)	Exercise of share purchase warrants:

On August 4, 2023, we issued 600,000 shares for the exercise of 600,000 share purchase warrants, at an exercise price of CAD$0.20 per share for gross proceeds of $89,826.

On August 22, 2023, we issued 416,667 shares for the exercise of 416,667 share purchase warrants, at an exercise price of CAD$0.20 per share for gross proceeds of $61,535.

On September 22, 2023, we issued 166,666 shares for the exercise of 166,666 share purchase warrants, at an exercise price of CAD$0.20 per share for gross proceeds of $24,752.

(2)	Non-brokered private placement of unsecured convertible notes:

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On September 27, 2023, we received $50,000 in subscription funds in relation to the private placement.

On September 28, 2023, an additional subscription agreement was entered into in relation to the private placement for subscribed funds of $50,000.

Contractual Obligations

Prepaid Royalties Agreement with Devvio

For more information regarding our related party transactions, see the section of this proxy statement/prospectus entitled “Certain Relationships and Related Party Transactions — DevvStream — Devvio Agreement,” and see “Note 7 — Related party transactions and balances” included in the notes to the unaudited condensed consolidated interim financial statements, included elsewhere in this proxy statement/prospectus.

Quantitative and Qualitative Disclosures about Market Risk

Our financial instruments consist of cash, GST receivable, accounts payable and accrued liabilities, and short-term loans. The fair value of our financial instruments approximate their carrying value due to the short-term nature of the financial instruments.

Our risk exposures and the impact on our financial instruments are summarized below:

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily attributable to our liquid financial assets including cash. Our financial assets are cash and GST receivable. Our maximum exposure to credit risk, as at period end, is the carrying value of our financial assets, being $64,455 and $539,379 as of October 31, 2023 and July 31, 2023, respectively. We hold cash with major financial institutions and with a publicly traded payment processing company therefore minimizing our credit risk.

Liquidity Risk

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Refer to “— Liquidity and Capital Resources” above.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect our income or value of holdings or financial instruments. As of October 31, 2023 and July 31, 2023, we had cash denominated in US dollars that is exposed to foreign exchange risk of $5,959 and $395,336, respectively. As of October 31, 2023 and July 31, 2023, a 10% strengthening or weakening in the Canadian dollar against the US dollar with all other variables held constant would have an unfavorable or favorable impact of approximately $430 and $30,000, respectively.

Inflation Risk

Capital Management

Capital is comprised of our shareholders’ equity (deficiency) and any debt that we may issue. Our objectives when managing capital are to maintain financial strength and to protect our ability to meet ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for our shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels. We manage capital structure to maximize financial flexibility by making adjustments in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. We do not presently utilize any quantitative measures to monitor our capital, but rather we rely on our management’s expertise to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given our size, is reasonable.

There were no changes to our approach to capital management during the period. We are not subject to externally imposed capital requirements.

Critical Accounting Policies and Estimates

Going Concern

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Stock Compensation

The fair value of the options and warrants granted to employees is estimated on the grant date using the Black-Scholes option pricing model. We use a third-party valuation firm to assist in calculating the fair value of our options and warrants. This valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the volatility of our common stock and assumed risk-free interest rate, expected price volatility, and expected life.

Sales and Marketing

We expense costs relating to advertising and promotion either as costs are incurred or the first time the advertising takes place.

Salaries, Wages and Professional Fees

We record an expense for salaries, wages and professional fees as these expenses are incurred.

Off-Balance Sheet Arrangements

Emerging Growth Company Status

The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies, and our financial statements may not be comparable to other public companies that comply with new or revised accounting pronouncements as of public company effective dates. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.

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Evaluation of Disclosure of Controls and Procedures

Material Weakness

Remediation Activities

We are working to remediate the material weakness and are taking steps to strengthen our internal control over financial reporting through the continued hiring of additional appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills. With the additional skilled personnel, we are taking appropriate and reasonable steps to remediate this material weakness through the implementation of appropriate segregation of duties, formalization of accounting policies and controls and retention of appropriate expertise for complex accounting transactions. We will not be able to fully remediate these control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time. Management will continue to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting. The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded that these controls are operating effectively.

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DESCRIPTION OF SECURITIES OF NEW PUBCO

Authorized Share Capital

Share Terms

New PubCo Common Shares

Voting Rights

Dividend Rights

Subject to the prior satisfaction of all preferential rights and privileges attached to any other class or series of shares of New PubCo ranking in priority to the New PubCo Common Shares in respect of dividends, the holders of New PubCo Common Shares are entitled to receive dividends at such times and in such amounts as the New PubCo Board may determine from time to time.

Liquidation

Subject to the prior satisfaction of all preferential rights and privileges attached to any other class or series of shares of New PubCo ranking in priority to the New PubCo Common Shares in respect of return of capital on dissolution, upon the voluntary or involuntary liquidation, dissolution or winding-up of New PubCo or any other distribution of its assets among the shareholders of New PubCo for the purpose of winding up its affairs (such event, a “Distribution”), holders of New PubCo Common Shares shall be entitled to receive all declared but unpaid dividends thereon and thereafter to share ratably in such assets of New PubCo as are available with respect to such Distribution.

New PubCo Preferred Shares

At Closing, no New PubCo Preferred Shares will be issued and outstanding.

Notices

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Amendment/Variation of Class Rights

New PubCo Directors — Appointment and Retirement

The New PubCo Bylaws provide that, subject to the limitations and requirements provided in the New PubCo Articles, the number of directors of New PubCo shall be determined from time to time by resolution of the shareholders of New PubCo or the New PubCo Board. The New PubCo Articles provide that New PubCo will have a board of directors consisting of a minimum of 3 directors and a maximum of 15 directors. Pursuant to the ABCA, if New PubCo is a reporting issuer, the New PubCo Board shall not have less than 3 directors.

New PubCo Directors — Voting

Powers and Duties of New PubCo Directors

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Directors’ and Officers’ Indemnity

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Take Over Provisions

Compulsory Acquisitions

Reporting Obligations under Canadian Securities Law

Listing of New PubCo Securities

Certain Insider Trading and Market Manipulation Laws

United States

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Canada

A person or company is in a special relationship with an issuer if: (a) the person or company is an insider, affiliate or associate of (i) the issuer, (ii) a person or company that is considering or evaluating whether to make a takeover bid, or a person or company that is proposing to make a takeover bid, for the securities of the issuer, or (iii) a person or company that is considering or evaluating whether, or a person or company that is proposing, (A) to become a party to a reorganization, amalgamation, merger or arrangement or a similar business combination with the issuer, or (B) to acquire a substantial portion of the property of the issuer; (b) the person or company has engaged, is engaging, is considering or evaluating whether to engage, or proposes to engage, in any business or professional activity with or on behalf of (i) the issuer, or (ii) a person or company described in clause (a)(ii) or (iii) above; (c) the person is a director, officer or employee of (i) the issuer, (ii) a subsidiary of the issuer, (iii) a person or company that controls the issuer, directly or indirectly, or (iv) a person or company described in clause (a)(ii) or (iii) or (b) above; (d) the person or company learned of material, non-public information about the issuer while the person or company was a person or company described in clause (a), (b) or (c) above; or (e) the person or company (i) learns of material, non-public information about the issuer from any other person or company described in this section, including a person or company described in this clause, and (ii) knows or ought reasonably to have known that the other person or company is a person or company in a special relationship with the issuer. Thus, directors, officers and employees of New PubCo may not purchase or sell New PubCo Common Shares or other securities of New PubCo when he or she is in possession of material, non-public information regarding New PubCo (including New PubCo’s business, prospects or financial condition), nor may they inform (or “tip”) anyone else of such material, non-public information regarding New PubCo.

Rule 144

Registration Rights

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New PubCo Warrants

FIAC Warrants

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Redemption of FIAC Warrants when the price per share of Class A Common Stock equals or exceeds $18.00.

Once the FIAC Warrants become exercisable, FIAC may redeem the outstanding FIAC Warrants (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption to each FIAC Warrant holder; and

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Redemption of FIAC Warrants when the price per share of Class A Common Stock equals or exceeds $10.00.

Once the FIAC Warrants become exercisable, FIAC may redeem the outstanding warrants:

in whole and not in part;

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Redemption Date	Fair Market Value of Class A Common Stock
(period to expiration of warrants)	≤$10.00	$11.00	$12.00	$13.00	$14.00	$15.00	$16.00	$17.00	≥$18.00
60 months	0.261	0.281	0.297	0.311	0.324	0.337	0.348	0.358	0.361
57 months	0.257	0.277	0.294	0.310	0.324	0.337	0.348	0.358	0.361
54 months	0.252	0.272	0.291	0.307	0.322	0.335	0.347	0.357	0.361
51 months	0.246	0.268	0.287	0.304	0.320	0.333	0.346	0.357	0.361
48 months	0.241	0.263	0.283	0.301	0.317	0.332	0.344	0.356	0.361
45 months	0.235	0.258	0.279	0.298	0.315	0.330	0.343	0.356	0.361
42 months	0.228	0.252	0.274	0.294	0.312	0.328	0.342	0.355	0.361
39 months	0.221	0.246	0.269	0.290	0.309	0.325	0.340	0.354	0.361
36 months	0.213	0.239	0.263	0.285	0.305	0.323	0.339	0.353	0.361
33 months	0.205	0.232	0.257	0.280	0.301	0.320	0.337	0.352	0.361
30 months	0.196	0.224	0.250	0.274	0.297	0.316	0.335	0.351	0.361
27 months	0.185	0.214	0.242	0.268	0.291	0.313	0.332	0.350	0.361
24 months	0.173	0.204	0.233	0.260	0.285	0.308	0.329	0.348	0.361
21 months	0.161	0.193	0.223	0.252	0.279	0.304	0.326	0.347	0.361
18 months	0.146	0.179	0.211	0.242	0.271	0.298	0.322	0.345	0.361
15 months	0.130	0.164	0.197	0.230	0.262	0.291	0.317	0.342	0.361
12 months	0.111	0.146	0.181	0.216	0.250	0.282	0.312	0.339	0.361
9 months	0.090	0.125	0.162	0.199	0.237	0.272	0.305	0.336	0.361
6 months	0.065	0.099	0.137	0.178	0.219	0.259	0.296	0.331	0.361
3 months	0.034	0.065	0.104	0.150	0.197	0.243	0.286	0.326	0.361
0 months	—	—	0.042	0.115	0.179	0.233	0.281	0.323	0.361

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Redemption procedures.

Anti-dilution Adjustments.

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In addition, if FIAC, at any time while the FIAC Warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to all or substantially all of the holders of the shares of Class A Common Stock on account of such shares of Class A Common Stock (or other securities into which the FIAC Warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the shares of Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of shares of Class A Common Stock issuable on exercise of each FIAC Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of shares of Class A ~~common stock the right to have their shares redeemed~~Common Stock in connection with a proposed initial business combination, (d) to satisfy the ~~initial Business Combination~~redemption rights of the holders of shares of Class A Common Stock in connection with a stockholder vote to amend FIACs amended and restated certificate of incorporation (A) to modify the substance or timing of FIAC’s obligation to redeem 100% of the ~~Company’s public shares~~Public Shares if ~~the Company~~FIAC does not complete the ~~initial~~Initial Business Combination ~~by December 1, 2023 (as extended)~~within 18 months from the closing of the FIAC IPO, or (B) with respect to any other ~~provision~~provisions relating to the rights of holders of ~~the Company’s~~ Class A ~~commons~~Common Stock, or (e) in connection with the redemption of the Public Shares upon FIAC’s failure to complete its initial business combination, then the FIAC Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A Common Stock in respect of such event.

Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the FIAC Warrants is adjusted, as described above, the FIAC Warrant exercise price will be adjusted by multiplying the FIAC Warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A Common Stock purchasable upon the exercise of the FIAC Warrants immediately prior to such adjustment and ~~(ii) to waive their rights to liquidating distributions from~~(y) the ~~trust account~~denominator of which will be the number of shares of Class A Common Stock so purchasable immediately thereafter.

In addition, if (x) FIAC issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with ~~respect to any founder shares they hold if~~ the ~~Company fails to consummate an initial~~closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by ~~December 1, 2023 (as extended) (although they~~the FIAC Board and, in the case of any such issuance to Sponsor or its affiliates, without taking into account any FIAC Founder Shares held by Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of

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redemptions), and (z) the volume weighted average trading price of shares of Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which FIAC consummates the Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the FIAC Warrants will be ~~entitled~~adjusted (to the nearest cent) to ~~liquidating distributions from the trust account with respect~~be equal to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent115% of the ~~Sponsor. If~~higher of the ~~Company submits~~Market Value and the ~~initial Business Combination~~Newly Issued Price, the $18.00 per share redemption trigger price described above under “— Redemption of FIAC Warrants when the price per share of Class A Common Stock equals or exceeds $18.00” and “— Redemption of FIAC Warrants when the price per shares of Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of FIAC Warrants when the price per share of Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the ~~Company’s public stockholders for a vote,~~higher of the ~~Company will complete~~Market Value and the ~~initial Business Combination only if a majority~~Newly Issued Price.

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The FIAC Warrants will be issued in registered form under a FIAC Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and FIAC.

Private Placement Warrants

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Legacy Warrants

Legacy DESI 2021 Warrants

Legacy DESI 2022 Warrants

Legacy Finco Warrants

Legacy Finder’s Warrants

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Incentive Warrants

Transfer Agent and Warrant Agent

The warrant agent for the New PubCo Warrants is expected to be Continental Stock Transfer & Trust Company.

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SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK

Rule 144

1% of the total number of Class A Common Stock (or after the Closing, New PubCo Common Shares) then outstanding; or

Sales by FIAC’s affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about FIAC.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of the outstanding FIAC Common Stock shares as of March 8, 2024 (pre-Business Combination) and the currently expected ownership of New PubCo Common Shares upon the Closing of the Business Combination by:

each person known by FIAC to be the beneficial owner of more than 5% of any class of FIAC Common Stock as of March 8, 2024;

each person known by FIAC who is expected to become the beneficial owner of more than 5% of the New PubCo Common Shares upon the Closing of the Business Combination;

each of FIAC’s current executive officers and directors;

each person who is currently expected to become an executive officer or director of the Combined Company upon the Closing of the Business Combination;

all of FIAC’s current directors and executive officers as a group; and

all of New PubCo’s currently expected directors and executive officers following consummation of the Business Combination as a group.

In the table below, percentage ownership after the Business Combinations assumes (i) the issuance of shares of Class A Common Stock in the PIPE Financing and there is no additional PIPE Financing after the execution date of the Business Combination Agreement, (ii) the issuance of 12,016,196 New PubCo Common Shares pursuant to the Business Combination Agreement, and (iii) two scenarios: (a) no shares of Class A Common Stock are redeemed and (b) the maximum number of shares of Class A Common Stock are redeemed (i.e., 1,717,578 shares of Class A Common Stock are redeemed). The beneficial ownership percentages set forth below do not take into account the issuance of any shares upon completion of the Business Combination under the Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex F.

Unless otherwise indicated, FIAC believes that all persons named in the table have sole voting and investment power with respect to all FIAC common stock beneficially owned by them.

See “Unaudited Pro Forma Combined Financial Information” for information with respect to assumptions underlying New PubCo share calculations, ownership percentages and redemption scenarios.

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Pre-Business Combination Beneficial Ownership Table

	Prior to the Business Combination		After the Business Combination
	Prior to the Business Combination		No Redemptions⁽¹⁾		Maximum Redemption⁽²⁾
Name of Beneficial Owners⁽¹⁾	Number of Shares	%⁽³⁾	Number of Shares	%	Number of Shares	%
Five Percent Holders Prior to the Business Combination
Focus Impact Sponsor, LLC⁽²⁾⁽³⁾	5,750,000	20	5,175,000		5,175,000
Directors and Executive Officers Prior to the Business Combination:
Carl Stanton⁽⁴⁾	—	—	—	—	—	—
Ernest Lyles⁽⁴⁾	—	—	—	—	—	—
Howard Sanders⁽⁴⁾	—	—	—	—	—	—
Troy Carter⁽⁴⁾	—	—	—	—	—	—
Dawanna Williams⁽⁴⁾	—	—	—	—	—	—
Wray Thorn⁽⁴⁾	—	—	—	—	—	—
All directors and executive officers as a group prior to the Business Combination (6 persons)	—	—	—	—	—	—
Directors and Executive Officers After the Business Combination
Sunny Trinh	—	—
David Goertz	—	—
Chris Merkel	—	—
Bryan Went	—	—
Wray Thorn⁽⁴⁾	—	—
Carl Stanton⁽⁴⁾	—	—
Michael Max Bühler	—	—
Stephen Kukucha	—	—
Jamila Piracci	—	—
Ray Quintana	—	—
Tom Anderson	—	—
All directors and executive officers as a group after the Business Combination (11 individuals)^(4)(5)(6)
Five Percent Holders After the Business Combination
Focus Impact Sponsor, LLC⁽²⁾⁽³⁾	5,750,000	20	5,175,000		5,175,000

*	Less than one percent.

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is 1345 Avenue of the Americas, 33rd Floor, New York, NY, 10105.

(2)

Interests shown for the period prior to the Business Combination consist of 5,000,000 shares of Class A Common Stock and 750,000 shares of Class B Common Stock. In the Sponsor Side Letter, Sponsor agreed to forfeit 575,000 shares of Class B Common Stock upon the Closing of the Business Combination. Such shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities — Founder Shares” of the final prospectus (File No. 333-255448), filed in connection with the FIAC IPO.

(3)

Sponsor is governed by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of Sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to Sponsor. Based upon the foregoing analysis, no individual manager of Sponsor exercises voting or dispositive control over any of the securities held by our sponsor, even those in which such manager directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn, individually and together with their controlled affiliates, collectively, own approximately 43.8% of the membership interests in Sponsor. In the Sponsor Side Letter, Sponsor agreed to forfeit 575,000 Founders Shares upon the Closing of the Business Combination. This does not give effect to the (a) 11,200,000 Class A

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(4)	Does not include any shares indirectly owned by this individual as a result of his membership interest in Sponsor. Sponsor’s officers and directors are deemed to be FIAC’s “promoter” as such term is defined under federal securities laws.

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MANAGEMENT AFTER THE BUSINESS COMBINATION

Management and Board of Directors

The following persons are expected to be elected or appointed by the FIAC Board to serve as executive officers and directors of the Combined Company following the Business Combination.

Name	Age	Position(s)
Executive Officers:
Sunny Trinh	53	Chief Executive Officer
David Goertz	44	Chief Financial Officer
Chris Merkel	57	Chief Operating Officer
Bryan Went	45	Chief Revenue Officer
Director Nominees:
Wray Thorn⁽¹⁾	52	Director Nominee
Carl Stanton⁽¹⁾	55	Director Nominee
Michael Max Bühler⁽²⁾	50	Director Nominee
Stephen Kukucha⁽²⁾	56	Director Nominee
Jamila Piracci⁽²⁾	50	Director Nominee
Ray Quintana⁽²⁾	61	Director Nominee
Tom Anderson⁽²⁾	49	Director Nominee

(1)	FIAC designee.

(2)	DevvStream designee.

Information regarding the executive officers, key employees, and directors following the Business Combination is set forth below:

Executive Officers

Sunny Trinh

David Goertz

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Chris Merkel

Mr. Chris Merkel is expected to serve as the Chief Operating Officer of New PubCo following the completion of the Business Combination. Mr. Merkel has served as the Chief Operating Officer of DevvStream since December 2021. Prior to joining DevvStream, Mr. Merkel spent 24 years managing strategic customers, growing technical services verticals and held sales leadership roles at Avnet (AVT: NASDAQ) and Arrow Electronics (ARW:NYSE). He has engaged with companies at every stage, from pre-funded startups to global enterprises in markets such as the internet-of-things, consumer, industrial and medical. Mr. Merkel spent five years with Sierra Pacific Industries in a general sales and operations management role. Mr. Merkel has over 30 years of sales, operations and general management experience successfully managing diverse teams and projects.

Bryan Went

Non-Employee Directors

Wray Thorn

Carl Stanton

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Michael Max Bühler

Stephen Kukucha

Jamila Piracci

Ray Quintana

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Tom Anderson

Board of Directors

Director Independence

Committees of the Board of Directors

Audit Committee

The audit committee of the New PubCo Board is expected to consist of Michael Max Bühler, Stephen Kukucha and Jamila Piracci. The FIAC Board has determined that each proposed member is independent under the Nasdaq listing standards and Rule 10A-3(b)(1) under the Exchange Act. The chairperson of the audit committee is expected to be Michael Max Bühler. Following the Business Combination, the New PubCo Board will determine which member of its audit committee qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq.

selecting a qualified firm to serve as the independent registered public accounting firm to audit the Combined Company’s financial statements;

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helping to ensure the independence and performance of the independent registered public accounting firm;

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

reviewing policies on risk assessment and risk management;

reviewing related party transactions;

approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm.

Compensation Committee

The compensation committee of the New PubCo Board is expected to consist of Jamila Piracci, Stephen Kukucha, Ray Quintana, Tom Anderson and Carl Stanton. The FIAC Board has determined each proposed member is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The chairperson of the compensation committee is expected to be Jamila Piracci. The primary purpose of the compensation committee is to discharge the responsibilities of the board of directors to oversee its compensation policies, plans and programs and to review and determine the compensation to be paid to its executive officers, directors and other senior management, as appropriate.

Forecast Year Ended
December 31,

(in millions)

(unaudited)

Total Revenue