TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on November 25, 2025. Registration No. 333-289815 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEVVSTREAM CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Alberta, Canada 001-40977 86-2433757 (Commission File Number) (I.R.S. Em ...

Business Strategy and Operations - The company operates across three strategic domains: Offset Portfolio, Project Investment and Acquisitions, and Project Development and Management, focusing on environmental asset generation[21][22][24]. - The company maintains a diversified portfolio of environmental assets, including I-RECs and carbon sequestration credits, aimed at corporations and governments to offset emissions[21]. - The company aims to capitalize on the growing demand for I-RECs, having recently gained approval to the Evident Registry, enhancing its portfolio of renewable energy attributes[46]. - The company’s business model includes a direct investment model and a project management model, allowing for flexible financing alternatives in carbon credit generation[41]. - The company plans to leverage technology-based solutions for carbon credit generation, targeting the 80% of reductions needed to meet global net zero goals[35]. - The company’s revenue streams will diversify by monetizing both carbon offsets and energy attribute certificates, positioning it as a key player in the environmental asset market[47]. Financial Management and Capital Strategy - The company has reassessed its functional currency to US dollars effective August 1, 2024, aligning with its future focus and the completion of the De-SPAC transaction[32]. - The company has implemented a digital-asset treasury strategy to support long-term capital management, including secured convertible notes financing[104]. - The Company aims to maintain capital above minimum regulatory levels and maximize long-term returns for shareholders[359]. - As of July 31, 2025, the Company had cash of $3,446,111 to settle current liabilities of $11,847,575 due within twelve months[356]. - The maximum exposure to credit risk as of July 31, 2025, is $10,592,093, primarily from liquid financial assets[354]. - The Company has no specific timeline for subsequent tranches of Helena Convertible Notes but believes a second tranche within six months is possible[91]. Partnerships and Agreements - The company has entered into a Strategic Partnership Agreement with Devvio, committing to purchase $1,000,000 in DevvE tokens in 2025 and $1,270,000 in each of 2026 and 2027[54]. - The company has entered into a carbon-management agreement with Energy Efficient Technologies, expanding its pipeline of efficiency-based environmental assets[66]. - A Contribution and Exchange Agreement with Crestmont Investments LLC involved the exchange of 2,000,000 units for 200,000 newly issued Common Shares, enhancing access to carbon credits[64]. - A Carbon Credit Purchase Agreement with Karbon-X Corp. involves acquiring verified carbon credits valued at approximately $1.14 million[67]. Project Development and Impact - The company emphasizes generating positive social and environmental impact alongside attractive returns, focusing on projects with measurable co-benefits[48]. - The company anticipates that most of its projects will have additional social, environmental, and economic co-benefits, aiming for long-term cash flow growth through carbon credit monetization[50]. - The company plans to invest in a broad range of carbon credit projects, including renewable and non-renewable energy generation, with a focus on generating long-term revenue streams[51]. - The project management model aims to retain approximately 25% of the carbon credit stream generated, with project registration costs typically under $150,000[52]. - A Project Assessment Tool has been developed to systematically evaluate project opportunities, mitigating investment risks through weighted assessments of commercial, technical, financial, and legal aspects[53]. - The company has launched a joint venture, Marmota, focusing on large-scale decarbonization projects and engaging with Canadian municipalities for carbon credit production[73]. - An EV charging project targeting North American operators is expected to generate revenue in 2026, with access to 2,000 charging stations[63]. Digital Assets and Cryptocurrency - The Company has adopted a digital asset treasury strategy to invest in tokenized real-world assets (RWAs), viewing them as a long-term driver of blockchain adoption[83]. - 75% of the net proceeds from the sale of Helena Convertible Notes will be used to purchase Bitcoin, Ethereum, Solana, or other utility-based digital assets[85]. - The Company has allocated $6,405,000 for the acquisition of initial digital assets, with $5.125 million already deployed equally between Bitcoin and Solana as of October 27, 2025[88]. - The Company currently holds 22.228945 BTC and 12,173.21335671 SOL, representing approximately 40% of the original funding transfer to the BitGo account[88]. - The Company intends to stake substantially all SOL held in its BitGo custodial account, with 12,172.23341664 SOL already staked as of October 27, 2025[88]. - The digital assets are custodied with BitGo, which holds over $90 billion in assets for more than 3,900 institutional clients[89]. Regulatory and Compliance - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases by U.S. corporations, effective after December 31, 2022[361]. - The IRS issued final regulations regarding the excise tax, requiring the Company to file returns and remit payments by October 31, 2024[362]. - The Company is currently evaluating options for fulfilling its excise tax obligations, which may incur additional interest and penalties[363]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[365]. - A material weakness in internal control over financial reporting has been identified, which could lead to misstatements in financial statements[370]. - The Company is taking steps to remediate the material weakness by hiring skilled finance personnel and improving internal controls[372]. Stock and Shareholder Information - In August 2025, the Company issued 300,000 shares for gross proceeds of $756,607, with part used to repay debt[373]. - A reverse stock split was completed on August 8, 2025, at a ratio of one-for-ten, affecting all references to common stock[374].

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on October 20, 2025. Registration No. 333-289815 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEVVSTREAM CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of Alberta, Canada 001-40977 86-2433757 (Commission File Number) 2108 N St., Suite 4254 Sacramento, Califor ...

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on September 30, 2025. Registration No. 333-289815 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEVVSTREAM CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Alberta, Canada 001-40977 86-2433757 (Commission File Number) (I.R.S. E ...

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on August 22, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEVVSTREAM CORP. (Exact name of registrant as specified in its charter) Alberta, Canada 001-40977 86-2433757 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) 95816 (Zip Code) 2108 N St., Suite 4254 Sacra ...

IPO and Financing Activities - The company completed its Initial Public Offering (IPO) on November 1, 2021, issuing 23,000,000 Units at $10.00 per Unit, including the full exercise of the underwriters' over-allotment option[171] - Simultaneously with the IPO, the company sold 11,200,000 Private Placement Warrants at $1.00 per warrant, generating $11,200,000 in gross proceeds[172] - As of September 30, 2024, the company had drawn $1,500,000 under the Promissory Note and $1,475,000 under the Second Promissory Note to fund extensions prior to the Business Combination[178][179] - The company engaged CCM as a financial advisor and agreed to pay an advisory fee of $2,500,000 plus a transaction fee of 4.0% of gross proceeds raised from investors[183][184] - The underwriters waived the deferred underwriting fee of $8,650,000, resulting in the company recognizing $309,534 of income and reducing accumulated deficit by $8,340,466[205] Business Combination and Management Transition - The company consummated a Business Combination with DevvStream on November 6, 2024, transitioning management to the prior DevvStream team[175][176] - On December 27, 2024, New PubCo issued 412,478 New PubCo Common Shares to service providers as consideration for services rendered[187] Financial Performance and Losses - Net loss for Q3 2024 was $1,011,733, driven by operating costs of $1,372,525 and provision for income taxes of $40,918, partially offset by trust earnings of $174,594 and change in fair value of warrants of $227,000[196] - Net loss for Q3 2023 was $1,770,907, resulting from operating costs of $2,485,780, change in fair value of warrants of $227,000, and provision for income taxes of $154,799, partially offset by trust earnings of $784,704[197] - Net loss for the nine months ended September 30, 2024, was $3,863,631, with operating costs of $4,065,418, change in fair value of warrants of $227,000, and provision for income taxes of $217,448, partially offset by trust earnings of $644,756[198] - Net loss for the nine months ended September 30, 2023, was $719,242, with operating costs of $4,027,550, change in fair value of warrants of $681,000, and provision for income taxes of $938,294, partially offset by trust earnings of $4,604,705[199] Financial Position and Liabilities - As of September 30, 2024, the company had no long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations, or long-term liabilities[200] - Restricted cash at September 30, 2024, was $25,843, down from $75,773 at December 31, 2023, due to funds withdrawn from the Trust Account for tax payments[202] - Warrants issued in connection with the Initial Public Offering and Private Placement are classified as liabilities and re-measured at fair value at each reporting period[207] Going Concern and Operational Challenges - Management expressed substantial doubt about the company's ability to continue as a going concern due to insufficient working capital following the Business Combination[188][189] - As of September 30, 2024, the company had not commenced operations and generated no operating revenues, with all activity focused on the IPO and Business Combination[195] Regulatory and Tax Considerations - The company is evaluating options to pay a 1% excise tax on stock repurchases under the Inflation Reduction Act, with potential penalties of 10% interest per annum and a 5% underpayment penalty per month[192][194] - The company is an emerging growth company and has elected not to opt out of the extended transition period for adopting new or revised financial accounting standards[209] - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk under Item 3[211] Share Structure and Transactions - On December 21, 2023, the Sponsor converted 5,000,000 shares of Class B common stock to Class A common stock, leaving 6,717,578 shares of Class A and 750,000 shares of Class B outstanding[182]

IPO and Fundraising - The company completed its Initial Public Offering on November 1, 2021, raising $230 million by selling 23 million units at $10.00 per unit, including an over-allotment option [166]. - The company has drawn an aggregate of $1,500,000 under the Promissory Note issued to the Sponsor as of June 30, 2024 [178]. - The Sponsor agreed to contribute up to $487,500 as a loan to the company if the Extension Amendment Proposal was approved, which was subsequently deposited into the Trust Account [173]. - The company had $25,843 in restricted cash as of June 30, 2024, related to funds withdrawn from the Trust Account for tax payments [243]. - The underwriters waived the deferred underwriting fee of approximately $8,650,000, resulting in a recognition of $309,534 of income [246]. Business Combination - The company entered into a Business Combination Agreement on September 12, 2023, to acquire DevvStream, structured as a continuance followed by an amalgamation [184]. - The aggregate consideration to be paid to DevvStream shareholders is $145 million plus the aggregate exercise price of all in-the-money options and warrants, divided by $10.20 per share [190]. - The closing of the business combination is expected to occur during the third quarter of 2024, no later than two business days after all closing conditions are satisfied or waived [191]. - The business combination agreement includes customary representations, warranties, and covenants from both DevvStream and FIAC regarding their authority to enter into the agreement [192]. - The obligation to consummate the proposed transactions is conditioned on the approval of stockholders from both FIAC and DevvStream [192]. - The business combination agreement may be terminated if the required shareholder approvals are not obtained or if the effective time does not occur by June 12, 2024, with a potential 30-day extension [205]. - New PubCo will bear all expenses related to the proposed transactions if the transactions are consummated [210]. - If the agreement is terminated due to mutual consent or failure to obtain required approvals, each party will bear its own expenses incurred [211]. - DevvStream will pay FIAC all expenses incurred if the agreement is terminated due to a change in recommendation or breach of representation by DevvStream [212]. - The Business Combination Agreement was amended on May 1, 2024, to include provisions for the automatic conversion of FIAC units into New PubCo Common Shares based on the Reverse Split Factor [214]. - Amendment No. 2 extended the Outside Date for the Business Combination from August 11, 2024, to October 31, 2024 [216]. Shareholder Actions and Stock Performance - The company redeemed 17,297,209 shares of Class A common stock at approximately $10.40 per share, totaling an aggregate redemption amount of $179,860,588 [172]. - Following the Second Extension Meeting, the company redeemed 3,985,213 shares of Class A common stock at approximately $10.95 per share, totaling an aggregate redemption amount of $43,640,022 [176]. - The Sponsor converted 5,000,000 shares of Class B common stock into Class A common stock, resulting in 6,717,578 shares of Class A common stock outstanding [181]. - The sponsor agreed to forfeit 10% of its founder shares effective upon the consummation of the business combination [188]. - The sponsor also agreed to certain transfer and lock-up restrictions related to the new shares received under the business combination agreement [188]. - The Sponsor agreed to forfeit 10% of its founder shares effective upon the consummation of the FIAC Continuance and may forfeit up to 30% of its shares in connection with financing arrangements [216]. Financial Performance and Concerns - As of June 30, 2024, the company reported a net loss of $617,629, with operating costs amounting to $1,005,666 and a provision for income taxes of $55,249 [237]. - For the six months ended June 30, 2024, the company had a net loss of $2,851,898, driven by operating costs of $2,692,893 and a provision for income taxes of $176,530 [239]. - The company has not commenced any operations and has generated no revenues to date, with expectations to incur increased expenses due to public company compliance [236]. - For the three months ended June 30, 2023, the company reported a net loss of $470,894, with operating costs of $1,047,442 and a provision for income taxes of $260,652 [238]. - Management believes that available funds may not sustain operations for at least one year from the issuance date of the financial statement, raising concerns about going concern [226]. - If the Initial Business Combination is not completed by September 1, 2024, there will be a mandatory liquidation and subsequent dissolution [227]. Regulatory and Tax Implications - The Inflation Reduction Act imposes a 1% excise tax on stock repurchases by publicly traded corporations, effective January 1, 2023 [230]. - The application of the excise tax remains unclear, which could impact the Company's Class A common stock value and cash available for business combinations [233]. - The fair value of warrants is recorded as a liability and will be adjusted at each reporting period until exercised or expired [248]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [251].

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $2,234,269, with operating costs of $1,687,227 and a change in fair value of warrants amounting to $681,000 [228]. - In comparison, for the three months ended March 31, 2023, the company had a net income of $1,522,559, driven by trust earnings of $2,534,447 [229]. - The company has no long-term debt obligations or capital lease obligations, indicating a strong balance sheet position [230]. - The underwriters waived the deferred underwriting fee of approximately $8,650,000, resulting in a recognized income of $309,534 and a reduction in accumulated deficit [232]. - The fair value of warrants is recorded as a liability and will be adjusted at each reporting period, reflecting changes in market conditions [234]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [237]. - Inflation did not have a material impact on the company's business or operating results during the reported period [236]. Business Combination and Corporate Actions - The company entered into a Business Combination Agreement on September 12, 2023, to acquire DevvStream, structured as a continuance followed by an amalgamation transaction [180]. - The aggregate consideration to be paid to DevvStream shareholders is approximately $145 million plus the aggregate exercise price of all in-the-money options and warrants, divided by $10.20 per share [186]. - The closing of the business combination is expected to occur on or before June 12, 2024, subject to the satisfaction of all closing conditions [187]. - The business combination agreement includes customary representations, warranties, and covenants from both DevvStream and FIAC regarding their authority and operations [188]. - The obligation to consummate the proposed transactions is conditioned on the approval of stockholders from both FIAC and DevvStream [188]. - The business combination agreement allows for termination if the required shareholder approvals are not obtained or if the effective time does not occur by the specified date [201]. - New PubCo will bear expenses related to the proposed transactions if the business combination is consummated [205]. - If the agreement is terminated due to mutual consent or failure to obtain required approvals, each party will bear its own expenses [206]. - DevvStream's shareholders must approve the arrangement resolution in accordance with the Interim Order [188]. - The sponsor agreed to forfeit 10% of its founder shares effective upon the consummation of the business combination [184]. - Lock-up restrictions for the New PubCo Common Shares will terminate under specific conditions, including a closing price of $12.00 per share for 20 trading days [184]. Shareholder Actions and Compliance - On April 25, 2023, shareholders approved an amendment allowing the company to extend the Termination Date for up to nine additional months, resulting in a total extension period of up to twelve months [165]. - During the Second Extension Meeting on December 29, 2023, shareholders redeemed 3,985,213 shares of Class A common stock for approximately $43.64 million at a redemption price of $10.95 per share [170]. - The total redemption amount from the Extension Meeting on April 25, 2023, was approximately $179.86 million, with 17,297,209 shares redeemed at a price of $10.40 per share [166]. - The company received a notice from Nasdaq on October 16, 2023, regarding non-compliance with the Minimum Public Holders Rule, but regained compliance by April 12, 2024 [177][178]. Financial Obligations and Advisory - The company has engaged J.V.B. Financial Group, LLC, to act as its financial advisor and capital markets advisor in connection with the business combination [217]. - The company will pay an advisory fee of $2,500,000 at the closing of the business combination, plus a transaction fee of 4.0% of gross proceeds raised [218]. - The company has agreed to pay the Sponsor $10,000 per month for administrative services, which will cease upon the completion of the Initial Business Combination [230]. - The company has not made any adjustments to the carrying amounts of assets or liabilities in case of mandatory liquidation after June 1, 2024 [220]. - The company anticipates that any redemption or repurchase in connection with an Initial Business Combination may be subject to the excise tax, potentially reducing the value of Class A common stock [226]. - The excise tax of 1% on stock repurchases by publicly traded corporations, effective from January 1, 2023, may impact the company's cash available for business combinations [222]. Operational Status - The company has not commenced any operations as of March 31, 2024, and has generated no revenues to date [227]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, accounting, and auditing compliance costs [227]. - Management believes that the funds available after the Initial Public Offering may not sustain operations for at least one year from the issuance date of the financial statement [219]. - The company has no contractual obligations related to long-term liabilities, enhancing its financial flexibility [230]. - The company has opted not to opt out of the extended transition period for new financial accounting standards, which may affect comparability with other public companies [238].

Business Combination Details - The proposed business combination with DevvStream involves an acquisition valued at $145 million, which includes the aggregate exercise price of all in-the-money Company Options and Company Warrants[21]. - The Common Amalgamation Consideration is calculated as $145 million plus the aggregate exercise price of all in-the-money Company Options and Company Warrants, divided by $10.20[24]. - The acquisition structure includes a continuance from Delaware to Alberta, followed by an amalgamation to form a new corporate entity named DevvStream Corp.[21]. - The Common Conversion Ratio will determine the number of New PubCo Common Shares issued for each Multiple Voting Company Share and Subordinated Voting Company Share[24]. - The aggregate consideration to be paid to DevvStream shareholders is approximately $145 million plus the aggregate exercise price of all in-the-money options and warrants, divided by $10.20 per share[27]. - The Business Combination Agreement is expected to close on or before June 12, 2024[28]. - The Proposed Transactions are conditioned on the approval of stockholders from both FIAC and DevvStream[29]. - The Business Combination Agreement includes customary representations and warranties from both parties regarding their authority and operations[28]. - The obligations of FIAC and Amalco Sub to consummate the Proposed Transactions are subject to the satisfaction of specific conditions, including the accuracy of representations and warranties[30]. - The Business Combination Agreement allows for termination under specific conditions, including failure to obtain necessary shareholder approvals[40]. - The Business Combination Agreement includes provisions for termination, with DevvStream required to pay FIAC all expenses incurred if terminated under specific conditions[46]. Financial and Market Insights - The target sectors for potential acquisitions include education technology (EdTech), technology-enabled manufacturing and services, financial technology (FinTech), and healthcare technology (Health Tech), with a combined global market size of approximately $688 billion[17]. - The healthcare technology sector generated an estimated $96.5 billion in global revenue in 2020, with North America accounting for nearly 40% of this value[65]. - Global revenues for education technology are projected to exceed $400 billion by 2025, driven by increased demand for remote learning solutions[62]. - The tech-enabled manufacturing sector is expected to reach $385 billion in global revenues by 2025, influenced by advancements in automation and data analytics[63]. - FinTech companies are positioned to expand access to financial services for underserved groups, including BIPOC and women, tapping into a significant market opportunity[64]. - The integration of telehealth could shift $250 billion of U.S. healthcare expenditures to virtual care, representing 20% of total 2020 office, outpatient, and home health spending[65]. - The share of venture capital for women-founded companies decreased from 2.8% in 2019 to 2.3% in 2020, highlighting the funding gap for BIPOC and women-led businesses[66]. Company Strategy and Focus - The company aims to focus on high-growth businesses led by, founded by, or serving BIPOC or women, which are believed to be undervalued by markets[18]. - The management team emphasizes the connection between social commitments and competitive advantages, citing studies that show purpose-driven brands attract 25% more applicants and foster higher productivity[16]. - The company plans to work with target businesses to unlock the value of their social investments in their business models and community commitments[20]. - The business combination is expected to enhance the competitiveness of the target business while advancing social impact[15]. - The company aims to leverage social impact trends to enhance public market access for Social-Forward Companies, focusing on sectors aligned with UN SDGs Three, Four, Eight, and Ten[61]. - The company intends to focus on high-growth businesses in sectors such as EdTech, FinTech, and Health Tech, particularly those led by BIPOC or women in the U.S.[102]. Management and Advisory Team - Auldbrass Partners has managed approximately $1.5 billion in global investments across growth, buyout, mezzanine, and venture capital[93]. - The investment team at Auldbrass Partners has completed over $3.8 billion in secondary transactions across 500 funds, with assets located in Europe, Asia, and North America[95]. - Auldbrass Partners utilizes a sophisticated database, Thesys, which includes detailed information on over 5,000 active underlying companies to identify and evaluate private equity opportunities[96]. - The firm has deep relationships across the private equity ecosystem, enhancing its ability to discover actionable opportunities[96]. - The advisory board is designed to support the company in identifying and driving value in initial business combinations through their sourcing channels and networks[97]. - Auldbrass Partners has significant primary and secondary investment experience, maintaining long-term relationships with 200 top-tier fund managers[95]. - The firm focuses on secondaries transactions, particularly in middle market and late-stage growth portfolios[96]. - Auldbrass Partners has a strong track record in SaaS, PaaS, tech-enabled manufacturing, healthcare, and EdTech investments[83]. - The company aims to optimize acquired businesses through strategic plans and evaluations provided by the advisory board[98]. - The company plans to leverage the expertise of its management and advisory board to identify and execute business combinations[103]. Risks and Challenges - The company has no operations or revenues until the completion of the initial business combination, highlighting the risks associated with being a blank check company[12]. - The management team has no prior experience in operating blank check companies, which may present risks in identifying and executing transactions[100]. - Potential conflicts of interest may arise due to affiliations with Auldbrass Partners, which is an indirect investor in the company[129]. - Auldbrass Partners manages several investment programs and may compete for acquisition opportunities, potentially precluding the company from pursuing certain opportunities[131]. - The company may incur losses from costs associated with identifying and evaluating target businesses that do not result in completed transactions[163]. Financial Position and Redemption Rights - As of December 31, 2023, a total of $1,300,000 has been deposited into the trust account to extend the termination date to January 1, 2024[121]. - The company has $62,736,405 available for a business combination as of December 31, 2023, after accounting for redemptions[149]. - The company intends to complete its initial business combination using cash from its IPO proceeds, private placement warrants, capital stock, or debt[150]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the trust account[158]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with the business combination[152]. - The company may liquidate if it cannot complete a business combination by the Termination Date, with public shareholders potentially receiving approximately $10.20 per share[137]. - Public stockholders will have the opportunity to redeem their shares for cash based on the amount in the trust account, including interest earned[179]. - If stockholder approval is required, a majority of the outstanding shares must vote in favor of the business combination for it to be approved[187]. - The sponsor holds approximately 77% of the outstanding shares, which may facilitate the approval of the initial business combination[187]. - Redemption rights are limited to 15% of the shares sold in the initial public offering without prior consent, to discourage large block accumulations[189]. - If the business combination is not completed by the Termination Date, public shares will be redeemed at a price based on the trust account balance, minus up to $100,000 for dissolution expenses[196]. - The redemption process will require public stockholders to deliver their stock certificates or use electronic delivery methods[191]. - If more shares are tendered than the company can purchase, the tender offer will be withdrawn, and the business combination will not be completed[183]. - The company may continue to seek a different target for the initial business combination until the Termination Date if the first proposed combination is not completed[195]. - There will be no redemption rights for warrants, which will expire worthless if the business combination is not completed by the Termination Date[196]. - As of December 31, 2023, the company has $224,394 held outside the trust account to fund costs associated with its dissolution plan[200]. - The expected per-share redemption amount upon dissolution is approximately $10.20, but this could be reduced due to creditor claims[201]. - The company may request the trustee to release up to $100,000 of accrued interest from the trust account to cover dissolution expenses if necessary[200]. - The company has access to $224,394 from its initial public offering and related borrowings to pay potential claims, with liquidation costs estimated at no more than $100,000[206]. - Stockholders may be liable for claims by third parties against the corporation to the extent of distributions received during dissolution[208]. - If the redemption distribution is deemed unlawful, the statute of limitations for creditor claims could extend to six years[209]. - The company intends to redeem public shares as soon as reasonably possible following the Termination Date, which may expose stockholders to liability for claims[209]. - The company has agreements in place to prevent vendors and service providers from claiming rights to funds in the trust account, although there is no guarantee these will be upheld[202]. - The company’s sponsor has agreed to indemnify against claims that reduce the trust account below $10.20 per public share, but the sponsor's ability to fulfill this obligation is uncertain[204]. - The company will not propose amendments that affect the rights of Class A common stockholders without providing an opportunity for redemption at a price equal to the trust account balance[199].

IPO and Initial Financing - Focus Impact Acquisition Corp. completed its initial public offering on November 1, 2021, raising $230 million by selling 23 million units at $10.00 per unit, including an over-allotment option [115]. - The company has deposited a total of $1,137,500 into the Trust Account to extend the termination date to December 1, 2023 [122]. - The company has the option to extend the termination date for the business combination up to twelve months after the original termination date, with monthly extensions [118]. - The sponsor agreed to contribute a loan of up to $487,500 to the Trust Account if the extension amendment proposal is approved [120]. Business Combination Details - The proposed business combination with DevvStream Holdings Inc. involves an aggregate consideration of $145 million plus the exercise price of all in-the-money options and warrants, divided by $10.20 [125]. - The closing of the business combination is expected to occur on or before June 12, 2024, following the satisfaction of all closing conditions [126]. - The business combination agreement includes customary representations and warranties from both DevvStream and Focus Impact Acquisition Corp. [126]. - The business combination will involve a continuance from Delaware to Alberta, followed by an amalgamation with Amalco Sub [124]. - The expenses related to the proposed transactions will be borne by New PubCo if the transactions are consummated [127]. Financial Performance - As of September 30, 2023, the company reported a net loss of $1,770,907 for the three months ended, resulting from $2,485,780 in operating costs and $154,799 in provision for income taxes [140]. - For the nine months ended September 30, 2023, the company had a net loss of $719,242, with total operating costs amounting to $4,027,550 and $938,294 in provision for income taxes [142]. - The company has not commenced any operations and has generated no revenues to date, relying on interest income from cash and cash equivalents from the IPO proceeds [139]. - The company has until December 1, 2023, to consummate a Business Combination, after which mandatory liquidation and dissolution will occur if not completed [133]. - The company incurred $10,000 per month in administrative fees to the Sponsor for office space and support services, which will cease upon the completion of the initial Business Combination [144]. - The underwriters waived the right to a deferred underwriting commission of approximately $8,650,000, resulting in a recognition of $309,534 of income [146]. - The company has no long-term debt obligations or capital lease obligations as of September 30, 2023 [144]. - The fair value of warrants issued in connection with the IPO is classified as a liability and will be re-measured at each reporting period [153]. - The company has not engaged in any off-balance sheet arrangements as of September 30, 2023 [154]. Regulatory and Economic Factors - The Inflation Reduction Act of 2022 imposes a 1% excise tax on certain stock repurchases, which may affect the company's cash available for Business Combinations [135]. - The company does not believe that inflation had a material impact on its business, revenues, or operating results during the reported period [156]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions [157]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies [158]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [159].