DevvStream faces Nasdaq listing deficiency while 26.4M shares registered

Rhea-AI Filing Summary

DevvStream Corp. has a prospectus supplement covering up to 26,419,091 common shares, updating its existing S-1 prospectus with new information. The update incorporates a recent Form 8-K disclosing that Nasdaq notified the company it no longer meets continued listing standards, including the minimum net income requirement and alternative tests for market value of listed securities or stockholders’ equity. DevvStream has until January 2, 2026 to submit a plan to regain compliance and could receive up to 180 days from the notice date if Nasdaq accepts that plan. For now, the company’s common shares continue to trade on the Nasdaq Capital Market under the symbol DEVS, which closed at $1.39 on November 21, 2025.

Positive

• None.

Negative

• Nasdaq continued listing deficiency and delisting risk: DevvStream no longer meets Nasdaq’s net income, market value, or stockholders’ equity standards and faces potential delisting if its compliance plan is not accepted or successfully executed.

Insights

Equity & listing standards analyst

Nasdaq deficiency notice creates real delisting risk for DevvStream.

DevvStream Corp. reports that Nasdaq determined it no longer satisfies continued listing standards tied to net income from continuing operations and the alternative tests for market value of listed securities or stockholders’ equity. This means the company currently fails all three financial criteria under the relevant Nasdaq rule.

Nasdaq has given DevvStream until January 2, 2026 to submit a compliance plan. If Nasdaq accepts that plan, DevvStream may receive up to 180 calendar days from the November 18, 2025 notice to demonstrate full compliance, but there is no assurance of acceptance or successful execution.

If the plan is rejected or compliance is not demonstrated within any granted extension, Nasdaq staff may move to delist the common shares. The company notes that its stock will continue trading on the Nasdaq Capital Market under “DEVS” while this process plays out, so near-term trading remains unaffected even though longer-term listing status is uncertain.

Filed Pursuant to Rule 424(b)(3) and Rule 424(c)

Registration Statement No. 333-286070

November 24, 2025

PROSPECTUS SUPPLEMENT NO. 13

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”), which forms a part of the Company’s Registration Statement on Form S-1 (No. 333-286070). 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 24, 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 November 21, 2025, the closing price of our Common Shares was $1.39.

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. 13 is November 24, 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): November 18, 2025

DEVVSTREAM CORP.

(Exact name of registrant as specified in its charter)

Alberta, Canada	001-40977	86-2433757
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2108 N St., Suite 4254 Sacramento, California		95816
(Address of principal executive offices)		(Zip Code)

(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:

☐ 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares	DEVS	The Nasdaq Stock Market LLC

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 18, 2025, DevvStream Corp. (the “Company”) received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its net income from continuing operations had fallen below the minimum requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(3) (the “Minimum Net Income Requirement”) and that the Company does not meet the alternatives of market value of listed securities or stockholders’ equity (collectively with the Minimum Net Income Requirement, the “Continued Listing Standards”). In accordance with Nasdaq Listing Rule 5810(c)(2)(C), the Company has until January 2, 2026, which is 45 calendar days from the date the Notice was received, to provide Nasdaq with a plan to regain compliance with the Continued Listing Standards (the “Compliance Plan”).

If Nasdaq accepts the Compliance Plan, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice for the Company to evidence compliance. If Nasdaq does not accept the Compliance Plan, then the Nasdaq staff will provide written notification to the Company that its common stock will be subject to delisting. The Company may appeal Nasdaq’s rejection of the Compliance Plan and any such determination to delist its securities, but there can be no assurance that any such appeal would be successful.  The Company intends to submit the Compliance Plan to Nasdaq within the required time period. There can be no assurance that Nasdaq will accept the Compliance Plan, that the Company will be successful in achieving its Compliance Plan, or that the Company will be able to regain or maintain compliance with the Continued Listing Standards.

Neither the Notice nor the Company’s non-compliance have an immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “DEVS.”

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
104		Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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.

Dated:  November 24, 2025
	DEVVSTREAM CORP.
	By:	/s/ David Goertz
	Name:	David Goertz
	Title:	Chief Financial Officer

FAQ

What is DevvStream Corp. (DEVS) registering in this prospectus supplement?

The prospectus supplement relates to an existing S-1 registration statement and covers up to 26,419,091 common shares, while updating the prospectus with new information from a recent Form 8-K.

Why did Nasdaq issue a notice to DevvStream Corp. (DEVS)?

Nasdaq notified DevvStream Corp. that its net income from continuing operations fell below the minimum requirement and that it also does not meet the alternative standards for market value of listed securities or stockholders’ equity needed for continued listing.

How long does DevvStream have to regain Nasdaq listing compliance?

DevvStream has until January 2, 2026, or 45 calendar days from the November 18, 2025 notice, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the notice date for DevvStream to demonstrate compliance.

Can DevvStream Corp. appeal a potential Nasdaq delisting?

If Nasdaq does not accept the compliance plan or moves to delist the securities, DevvStream may appeal the decision. The company states there can be no assurance that any such appeal would be successful.

Does the Nasdaq notice immediately affect trading of DEVS shares?

No. DevvStream states that neither the Nasdaq notice nor its current non-compliance has an immediate effect on the listing or trading of its common stock, which continues to trade on the Nasdaq Capital Market under the symbol DEVS.

What was the recent Nasdaq closing price for DevvStream common shares?

On November 21, 2025, DevvStream’s common shares closed at $1.39 on the Nasdaq Stock Market.