DevvStream Corp美股招股说明书(2025-07-11版)

Up To 26,419,091 Common Shares By The Selling Stockholders This prospectus relates to the resale of 26,419,091 Common Shares (“Common Shares” or “DevvStreamCommon Shares”) of DevvStream Corp., a company existing under the Laws of the Province of Alberta, Canada(“New PubCo”, the “Company”, “our company”, “we” or “us”) offered by the selling stockholders identified inthis prospectus (the “Selling Stockholders”). The Common Shares offered under this prospectus include10,855,040 shares issuable upon exercise of Sponsor Private Placement Warrants (as defined below), 186,065shares issuable upon exercise of 186,065 warrants issued to certain holders named herein pursuant to privateplacements (the “Other Private Placement Warrants” and collectively with the Sponsor Private PlacementWarrants, the “Warrants”) and 4,847,924 Common Shares underlying the original principal amount of the NewConvertible Notes (as defined below), assuming a conversion price of $0.867. See, “Transactions Related to theOffering Under this Prospectus.” We are not selling any securities under this prospectus and will not receive any of the proceeds from the saleof our Common Shares by the Selling Stockholders. All net proceeds from the sale of the Common Sharescovered by this prospectus will go to the Selling Stockholders. To the extent the Warrants are exercised for cash,we will receive the proceeds from the exercise of the Warrants, but not from the sale of the underlying shares ofCommon Shares. The Selling Stockholders may sell the shares as set forth herein under “Plan of Distribution.” The Selling Stockholders will pay all brokerage fees and commissions and similar expenses attributable totheir sales of securities. We will pay the expenses (except brokerage fees and commissions and similar expenses)incurred in registering the sale of the Common Shares offered hereby, including legal and accounting fees. See“Plan of Distribution.” Given the substantial number of Common Shares being registered for potential resale by SellingStockholders pursuant to this prospectus, the sale of Common Shares by the Selling Stockholders, or theperception in the market that the Selling Stockholders intend to sell a large number of shares, could increase thevolatility of the market price of the Company Common Shares or result in a significant decline in the publictrading price of the Company Common Shares. Our Common Shares is listed on The Nasdaq Stock Market under the symbol “DEVS”. On July 7, 2025, thelast reported sales price of our Common Shares was $0.34 per share. We are an “emerging growth company” and a “smaller reporting company” as defined under thefederal securities laws and, as such, have elected to comply with certain reduced public company reportingrequirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary-Emerging Growth Company and Smaller Reporting Company.” Investing in our securities is speculative and involves a high degree of risk. You should reviewcarefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page8ofthis prospectus, and under similar headings in any amendments or supplements to this prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense. Prospectus dated July 11, 2025 TABLE OF CONTENTS PageProspectus Summary1Risk Factors8Market and Industry Data24Use of Proceeds25Determination of Offering Price26Market Information for Securities and Dividend Policy26Management’s Discussion and Analysis of Financial Condition and Results of Operations27Business59Management69Executive Compensation74Certain Relationships and Related Party Transactions82Beneficial Ownership of Securities85Transactions Related To The Offering Under This Prospectus87Selling Stockholders89Description of Securities92Material U.S. Federal Income Tax Consequences107Plan of Distribution118Legal Matters120Experts120Where You Can Find More Information120Index to Consolidated Financial StatementsF-1 You should rely only on the information contained in this prospectus, any supplement to this prospectus or inany free writing prospectus, filed with the Securities and Exchange Commission. Neither we nor the SellingStockholders have authorized anyone to provide you with additional information or information different from thatcontained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. The SellingStockholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and salesare permitted. The information contained in this prospectus is accurate only as of the date of this prospectus,reg