|
Security
Type
|
Security
Class
Title
|
Fee
Calculation
or Carry
Forward
Rule
|
Amount
Registered
|
Proposed
Maximum
Offering
Price Per
Unit
|
Maximum
Aggregate
Offering
Price
|
Fee
Rate
|
Amount
of
Registration
Fee
|
Carry
Forward
Form
Type
|
Carry
Forward
File
Number
|
Carry
Forward
Initial
effective
date
|
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
|
||
|
Newly Registered Securities
|
|||||||||||||
|
Fees to Be
Paid
|
Equity
|
New PubCo Common Shares (1)
|
457(f)(1)
|
25,163,562
|
$11.34(6)
|
$285,354,793.08
|
.00014760
|
$42,118.37
|
|||||
|
Fees to Be
Paid
|
Equity
|
Redeemable Warrants to purchase New PubCo Common Shares (2)
|
457(g)
|
23,725,000
|
—
|
—
|
—
|
—(9)
|
|||||
|
Fees to Be
Paid
|
Equity
|
New PubCo Common Shares underlying Redeemable Warrants(3)
|
457(g)
|
23,725,000
|
$11.50(7)
|
$272,837,500.00
|
.00014760
|
$40,270.82
|
|||||
|
Fees to Be Paid
|
Equity
|
Company Warrants to Purchase New PubCo Common Shares(4)
|
457(g)
|
1,398,481
|
—
|
—
|
—
|
—(9)
|
|||||
|
Fees to Be
Paid
|
Equity
|
Common Stock underlying Company Warrants(5)
|
457(f)(2)
|
313,206
|
$1.27(8)
|
$397,771.62
|
.00014760
|
$58.71
|
|||||
|
Fees to Be
Paid
|
Equity
|
Common Stock underlying Company Warrants(5)
|
457(f)(2)
|
1,071,852
|
$7.60(8)
|
$8,146,075.20
|
.00014760
|
$1,202.36
|
|||||
|
Fees to Be
Paid
|
Equity
|
Common Stock underlying Company Warrants(5)
|
457(f)(2)
|
13,423
|
$12.66(8)
|
$169,935.18
|
.00014760
|
$25.08
|
|||||
|
Carry Forward Securities
|
|||||||||||||
|
Carry Forward
Securities
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||
|
Total Offering Amounts
|
$566,906,075.08
|
$83,675.34
|
|||||||||||
|
Total Fees Previously Paid
|
—
|
||||||||||||
|
Total Fee Offsets
|
—
|
||||||||||||
|
Net Fee Due
|
$83,675.34
|
||||||||||||
|
(1)
|
Consists of (a) 5,702,791 shares of common stock of DevvStream Corp. (“New PubCo Common Shares”), that will be issued upon the conversion of an equal number of shares of Class A common stock, par value $0.0001
(“Class A Common Stock”), of Focus Impact Acquisition Corp. (“FIAC”) in the SPAC Continuance (as described in the proxy statement/prospectus forming a part of this registration statement (the “proxy statement/prospectus”)); (b) 5,750,000
New PubCo Common Shares that may be issued upon the conversion of an equal number of shares of Class B common stock, par value $0.0001, of FIAC in the SPAC Continuance; (c) 11,991,821 New PubCo Common Shares that may be issued to the
holders of Multiple Voting Common Shares or Subordinated Common Voting Shares of DevvStream Holdings Inc. in connection with the Business Combination (as defined in the proxy statement/prospectus); (d) 648,258 New PubCo Common Shares that
may be issued to the holders of Converted Options (as described in the proxy statement/prospectus); and (e) 1,070,692 New PubCo Common Shares that may be issued to the holders of Converted RSUs (as described in the proxy
statement/prospectus).
|
||||||||||||
|
(2)
|
Consists of (a) 11,500,000 warrants to purchase shares of Class A Common Stock underlying units issued in FIAC’s initial public offering (“public warrants”) and (ii) 12,225,000 warrants to purchase shares of Class A Common Stock
underlying warrants issued in a private placement simultaneously with the closing of FIAC’s initial public offering (the “private placement warrants” and together with the public warrants, the “FIAC Warrants”), each of which will
automatically be converted by operation of law into warrants to acquire New Pubco Common Shares as a result of the SPAC Continuance.
|
||||||||||||
|
(3)
|
Represents New PubCo Common Shares to be issued upon the exercise of (i) 11,500,000 public warrants and (ii) 12,225,000 private placement warrants.
|
||||||||||||
|
(4)
|
Consists of (a) 11,500,000 warrants to purchase shares of Class A Common Stock underlying units issued in FIAC’s initial public offering (“public warrants”) and (ii) 12,225,000 warrants to purchase shares of Class A Common Stock
underlying warrants issued in a private placement simultaneously with the closing of FIAC’s initial public offering (the “private placement warrants”), each of which will automatically be converted by operation of law into warrants to
acquire New Pubco Common Shares as a result of the SPAC Continuance.
|
||||||||||||
|
(5)
|
Consists of 1,398,481 warrants to purchase Subordinated Voting Company Shares (as converted pursuant to the Business Combination Agreement, the “Company Warrants”), each of which will be converted by operation of law into warrants to
acquire New PubCo Common Shares as a result of the Business Combination.
|
||||||||||||
|
(6)
|
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A Common Stock of FIAC on the New York Stock Exchange (the “NYSE”) on November 24,
2023 ($11.34 per share of Class A Common Stock). This calculation is in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
|
|
(7)
|
Represents the exercise price of the FIAC Warrants.
|
|
(8)
|
Represents the exercise price of the applicable Company Warrants, as adjusted pursuant to the Business Combination Agreement
|
|
(9)
|
No registration fee is required pursuant to Rule 457(g) under the Securities Act.
|