UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

DEVVSTREAM CORP.

(Exact name of registrant as specified in its charter)

Alberta, Canada		001-40977		86-2433757
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2108 N St., Suite 4254 Sacramento, California		95816
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (818)-683-2765

Focus Impact Acquisition Corp.

1345 Avenue of the Americas, 33rd Floor

New York, NY 10105

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common shares		DEVS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an 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 filer	☒	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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of January 23, 2025, 28,343,067 common shares were issued and outstanding.

DEVVSTREAM CORP. (F.K.A. FOCUS IMPACT ACQUISITION CORP.)

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	1

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	2

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)	4

	Notes to Condensed Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4.	Control and Procedures	30

PART II – OTHER INFORMATION		31

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

SIGNATURES		35

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

DEVVSTREAM CORP. (F.K.A. FOCUS IMPACT ACQUISITION CORP.)

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2024 (Unaudited)			2023
Assets:
Current assets:
Cash	$	2,032		$	224,394
Restricted cash		25,843			75,773
Income tax receivable		171,573			13,937
Prepaid expenses		8,469			4,091
Total current asset		207,917			318,195

Cash held in Trust Account		19,307,014			62,418,210
Total assets	$	19,514,931		$	62,736,405

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	7,283,393		$	4,408,080
Due to Sponsor		330,000			240,000
Franchise taxes payable		29,896			40,030
Excise tax payable		2,235,006			2,235,006
Redemption payable		—			43,640,022
Promissory note - related party		2,975,000			1,875,000
Total current liabilities		12,853,295			52,438,138

Warrant liability		681,000			454,000
Marketing agreement		150,000			150,000
Total liabilities		13,684,295			53,042,138

Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 1,717,578 shares at redemption value of $11.34 and 10.98 per share as of September 30, 2024 and December 31, 2023, respectively		19,479,401			18,853,961

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; 5,000,000 issued and outstanding, (excluding 1,717,578 shares subject to possible redemption), as of September 30, 2024 and December 31, 2023, respectively		500			500
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 750,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		75			75
Additional paid-in capital		—			—
Accumulated deficit		(13,649,340	)		(9,160,269	)
Total stockholders’ deficit		(13,648,765	)		(9,159,694	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	19,514,931		$	62,736,405

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

Table of Contents

DEVVSTREAM CORP. (F.K.A. FOCUS IMPACT ACQUISITION CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Operating costs	$	1,372,525		$	2,485,780		$	4,065,418		$	4,027,550
Loss from operations		(1,372,525	)		(2,485,780	)		(4,065,418	)		(4,027,550	)

Other Income, net
Change in fair value of warrant liabilities		227,000			(227,000	)		(227,000	)		(681,000	)
Recovery of offering costs allocated to warrants		—			309,534			—			309,534
Operating account interest income		116			2,434			1,479			13,363
Income from Trust Account		174,594			784,704			644,756			4,604,705
Total other income, net		401,710			869,672			419,235			4,246,602

(Loss) income before provision for income taxes		(970,815	)		(1,616,108	)		(3,646,183	)		219,052
Provision for income taxes		(40,918	)		(154,799	)		(217,448	)		(

SEC Form 10-Q filed by DevvStream Corp.