DevvStream Corp美股招股说明书(2025-12-03版)

PROSPECTUS SUPPLEMENT NO. 14 DEVVSTREAM CORP.UP TO 26,419,091 COMMON SHARES This prospectus supplement amends the prospectus dated March 25, 2025 (as amended and supplemented to date, the“Prospectus”) of DevvStream Corp., a company existing under the Laws of the Province of Alberta, Canada (the “Company”), whichforms a part of the Company’s Registration Statement on Form S-1 (No. 333-286070). This prospectus supplement is being filed toupdate and supplement the information included or incorporated by reference in the Prospectus with the information contained in theCompany’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on December 3 , 2025. Thisprospectus 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”. OnDecember 2, 2025, the closing price of our Common Shares was $1.91. 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 1to 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. 14 is December 3, 2025. UNITED STATESSECURITIES AND EXCHANGE1 COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or Section 15(d)of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): December 3, 2025 DEVVSTREAM CORP. (Exact name of registrant as specified in its charter) (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 Registrantunder any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 orRule 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Transactions On December 3, 2025, DevvStream Corp., an Alberta corporation (the “Company”) entered into an Agreement and Plan ofMerger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement” and the transactionscontemplated thereby including the Merger, PIPE Investment and Domestication, collectively, the “Transactions”), by and among theCompany, Southern Energy Renewables Inc., a Louisiana corporation (“Southern”), and Sierra Merger Sub, Inc., a Delawarecorporation and a newly-formed wholly-owned subsidiary of the Company (“Merger SubCo”). The terms of the Transactions, whichcontain customary representations and warranties, covenants and closing conditions, are summarized below. Capitalized terms used inthis Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in Merger Agreement. Structure of the Transactions The Transactions are structured as follows: (a)concurrent with the signing of the Merger Agreement, an investor and current shareholder of Southern (the “SouthernInvestor”) purchased common shares, without par value, of the Company (the “Pre-Domestication Company Shares”) at aprice per share of $15.58, for an aggregate equity investment of approximately $2,000,000 (the “PIPE Investment” and suchshares, the “PIPE Shares”);(b)prior to the Effective Time of the Merger, the Company will migrate to and domesticate as a Delaware corporation (the“Domestication”); and(c)at the Effective Time, Merger SubCo will merge with and into Southern with Southern surviving the merger as the survivingcorporation (the “Merger”), pursuant to which existing equity in Southern will be exchanged for equity in the Companyresulting in shareholders of Southern (the “Southern Shareholders”) holding, inclusive of the PIPE Shares, seventy percent(70%) of the Company Shares on a fully-diluted basis upon completion of the Transactions (but without regard to anyCompany Shares reserved for issuance under the Company Equity