DevvStream Corp. — Director's Dealing 2024

Oct 31, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Focus Impact Acquisition Corp. (FIAC)
CIK: 0001854480
Period of Report: 2024-10-29

Reporting Person: Focus Impact Sponsor, LLC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-10-29	Class A common stock	C	159442	—	Acquired	5159442	Direct
2024-10-29	Class A common stock	J	5159442	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-10-29	Class B common stock	$0	C	159442	Disposed		Class A Common Stock (159442)	Direct

Footnotes

F1: As described in the issuer's registration statement on Form S-1 (File No. 333-255448) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock, par value $0.0001 per share, of the issuer (the "Class B Shares") will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer (the "Class A Shares") at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2: The reporting person is controlled 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 reporting person. 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 or 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 the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

F3: Reflects the transfer of an aggregate of 5,159,442 Class A Shares to (i) certain advisors in full or partial satisfaction of such advisor parties' fees and expenses incurred in connection with the proposed business combination (the "Business Combination") with DevvStream Holdings Inc., (ii) certain investors subscribing to subscription agreements for Class A Shares and common shares ("New PubCo Common Shares") of the post-Business Combination company ("New PubCo"), and (iii) an investor as a commitment fee in connection with the execution of an equity line of credit purchase agreement with the issuer and the reporting person (the transfers pursuant to items (i) to (iii) in the foregoing, the "Transfers").

F4: In connection with the closing of the Business Combination, the reporting person will be issued New PubCo Common Shares in an amount that is equal to the number of Class A Shares that the reporting person disposed of in the Transfers.