DevvStream faces Nasdaq compliance review amid 114.97M-share prospectus

Rhea-AI Filing Summary

DevvStream Corp. filed a prospectus supplement covering up to 114,968,270 common shares and updated investors with a recent Nasdaq compliance notice. On November 18, 2025, Nasdaq notified the company that its net income from continuing operations fell below the minimum requirement for continued listing and that it also does not meet the alternative standards for market value of listed securities or stockholders’ equity. DevvStream has until January 2, 2026 to submit a plan to regain compliance, after which Nasdaq may grant up to 180 days from the notice date to show it meets the listing standards or move toward delisting. The notice does not immediately affect trading, and the stock continues to trade on the Nasdaq Capital Market under the symbol DEVS.

Positive

• None.

Negative

• Nasdaq continued listing deficiency: DevvStream no longer meets net income, market value, or stockholders’ equity standards for the Nasdaq Capital Market and faces potential delisting if it cannot regain compliance.

Insights

Equity markets and listing standards specialist

Nasdaq deficiency notice raises listing risk despite current trading continuity.

DevvStream Corp. disclosed that Nasdaq determined it no longer satisfies the net income requirement under Listing Rule 5550(b)(3) and also fails the alternative criteria tied to market value of listed securities and stockholders’ equity. These quantitative standards are core to maintaining a Nasdaq Capital Market listing, so falling short introduces clear listing risk.

Under Nasdaq Listing Rule 5810(c)(2)(C), the company has until January 2, 2026 to submit a plan to regain compliance. If Nasdaq accepts that plan, it may allow up to 180 calendar days from the November 18, 2025 notice date for DevvStream to demonstrate compliance, but there is no assurance the plan will be accepted or ultimately achieved, and a delisting determination could follow.

The company states that the notice and current non-compliance do not immediately affect the listing or trading of its common shares, which continue on the Nasdaq Capital Market under the symbol DEVS. The eventual outcome will depend on Nasdaq’s decision on the compliance plan and DevvStream’s ability to meet the continued listing standards within any extension period that may be granted.

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

Registration Statement No. 333-285728

November 24, 2025

PROSPECTUS SUPPLEMENT NO. 15

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 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. 15 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 for DevvStream Corp. relates to an offering of up to 114,968,270 common shares, updating a prior prospectus dated March 12, 2025.

What Nasdaq notice did DevvStream Corp. (DEVS) receive?

On November 18, 2025, DevvStream received a Nasdaq notice 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.

How long does DevvStream have to regain Nasdaq listing compliance?

DevvStream has until January 2, 2026, 45 calendar days from the notice date, to submit a compliance plan to Nasdaq. If accepted, Nasdaq may grant up to 180 days from the notice date for the company to evidence compliance.

Could DevvStream Corp. (DEVS) be delisted from Nasdaq?

If Nasdaq does not accept DevvStream’s compliance plan, or if the company fails to demonstrate compliance within any extension, Nasdaq staff may move to delist the common shares, and DevvStream would have the right to appeal that determination.

Does the Nasdaq notice immediately affect trading of DEVS shares?

No. The notice and current non-compliance do not have an immediate effect on listing or trading, and DevvStream’s common shares continue to trade on the Nasdaq Capital Market under the symbol DEVS.

What stock exchange is DevvStream Corp. listed on and under what symbol?

DevvStream’s common shares are listed on the Nasdaq Stock Market LLC, Nasdaq Capital Market tier, under the trading symbol DEVS.