Filed Pursuant to Rule 424(b)(3) and Rule 424(c)
Registration Statement No. 333-285728
November 3, 2025
PROSPECTUS SUPPLEMENT NO. 11
DEVVSTREAM CORP.
UP TO 114,968,270 COMMON SHARES
This prospectus supplement amends the prospectus dated March 12, 2025 (as supplemented to date, the “Prospectus”) of DevvStream Corp., a company existing under the Laws of the
Province of Alberta, Canada (the “Company”), which forms a part of the Company’s Registration Statement on Form S-1 (No. 333-285728). This prospectus supplement is being filed to update and supplement the information included or incorporated by
reference in the Prospectus with the information contained in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2025. This prospectus supplement should be read in conjunction with
the Prospectus, which is to be delivered with this prospectus supplement.
Shares of our Common Shares are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “DEVS”. On October 31, 2025, the closing price of our Common Shares was $1.72.
Investing in the Company’s Common Shares involves risks. See “Risk Factors” beginning on page 9 of the Prospectus and under similar headings in any amendments or
supplements to the Prospectus.
Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 11 is November 3, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2025
DEVVSTREAM CORP.
(Exact name of registrant as specified in its charter)
| Alberta, Canada |
001-40977 |
86-2433757 |
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2108 N St., Suite 4254
Sacramento, California
(Address of principal executive offices)
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95816
(Zip Code)
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(647) 689-6041
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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| Common shares |
DEVS |
The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement.
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On October 28, 2025, DevvStream Inc., a corporation organized under the laws of Delaware “DevvStream”) and a wholly owned subsidiary of DevvStream Corp., an Alberta
company (the “Company”), and Devvio, Inc., a corporation organized under the laws of Delaware (“Devvio”) entered into a fourth amendment (the “Amendment”) to that Strategic Partnership Agreement dated November 28, 2021, as amended by (i) Amendment No. 1 dated November 30, 2021, (ii) Amendment No. 2 dated September 12, 2023, and (iii) Amendment
No. 3 dated July 8, 2024 (collectively, the “Strategic Partnership Agreement”).
The Amendment provides that the existing rights and obligations under the Strategic Partnership Agreement, with the exception of confidentiality
obligations and the obligations set forth in the Amendment, are fully settled, discharged and of no further force or effect. The Amendment establishes a Strategic Token Program between the parties whereby
DevvStream agrees to purchase DevvE tokens annually in the amount of $1,000,000 in 2025 and $1,270,00 in each of 2026 and 2027 (each such amount, the “Purchase Amount”). In exchange, and as part of
the Strategic Token Program, DevvStream shall receive warrants to acquire additional DevvE tokens equal to twenty-five percent (25%) of the Purchase Amount which shall be exercisable at the same 10-day VWAP price that was used to determine
the number of tokens purchased.
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits:
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Exhibit No.
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Description
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Fourth Amendment to Strategic Partnership Agreement.
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104
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Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: November 3, 2025
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DEVVSTREAM CORP.
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By:
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/s/ David Goertz
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Name:
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David Goertz
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Title:
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Chief Financial Officer
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