DevvStream Corp美股市值招股说明书(2025-07-22版)

UP TO 114,968,270 COMMON SHARESThis 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 ofthe 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’sCurrent Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 22, 2025. This prospectussupplement 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 July Investing in the Company’s Common Shares involves risks. See “Risk Factors” beginning on page 9 of the Prospectusand 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 theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.The date of this Prospectus Supplement No. 4 is July 22, 2025. FORM 8-KCURRENT REPORTPursuant to Section 13 or Section 15(d) The Purchase Agreement provides for an initial closing of $10 million of Notes, subject to customary closing conditions.Thereafter, subsequent closings will occur, in increments of $5 million, provided that the outstanding Aggregate Principal Amount of all Notesissued under prior tranches is less than $2 million and certain other conditions stipulated by the Purchase Agreement are satisfied, onsuch date as the Company may request in writing to the Buyer upon no less five (5) Business Days’ notice.The Company has agreed,subject to certain exceptions contained in the Purchase Agreement, to use 75% of the net proceeds from the sale of the Notes(70% of Company has retained BitGo Trust Company, a South Dakota-chartered trust company and registered money services business, tocustody its digital asset holdings.The Notes are convertible into Common Shares with no par value (“Common Shares”), of the Company at the option of the holder atan initial conversion price equal to 200% of the closing price of the Common Shares on the trading day immediately prior to theclosing date, subject to potential downward adjustment as provided for in the Notes.The Notes have an original issue discount of 8%and, in addition, interest is payable under the Notes at a rate of 8% per annum and is payable, monthly, at the option of the Company contained in the Notes) and will be secured by a first priority perfected security interest in all of the existing and future assets of theCompany and its direct and indirect subsidiaries, including all of the capital stock of each of the subsidiaries and the cryptocurrencypurchased with the proceeds of the Notes, as evidenced by a security agreement (“Security Agreement”).The Notes are due on theeighteenth month anniversary of the date of issuance unless earlier converted or repaid. The Company and its subsidiaries also enteredinto a Guarantee (“Subsidiary Guarantee”) under the terms of the Security Agreement.In connection with entering into the Purchase Agreement, the Company entered into a Registration Rights Agreement (the “RRA”).Pursuant to the RRA, the Company will agree to register for the resale of Common Shares that are issuable upon conversion of the Cohen Capital Markets Inc. is acting as the sole placement agent in connection with the sale of the Notes and will be paid a cash feeequal to 3.7% of the net proceeds received by the Company from the sale of the Notes sold in the offering. regulations promulgated thereunder (the “Securities Act”), or upon such other exemption or exclusion from the registrationrequirements of the Securities Act as may be available with respect to any or all of the transactions with the Buyers to be made underthe Purchase Agreement. and are qualified in their entirety by reference to the full text of the Purchase Agreement, Note, Security Agreement, SubsidiaryGuarantee, and RRA and copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, respectively, hereto and areincorporated herein by reference. Our financial results and the market price of our Common Stock may be affected by the prices of the assets held in our digital asset As part of our capital allocation strategy for assets that are not required to provide working capital for our ongoing operations, weintend to invest in digital assets, such as Bitcoin, Solana and other utility-oriented crypto tokens.The price of digital assets such as below our carrying value for such assets could require us to incur a loss due to the decrease in fair market value, and such chargecould be material to our fina