As filed with the United States Securities and Exchange Commission on November 7, 2025.
Registration No. 333-285728
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DEVVSTREAM CORP.
(Exact name of registrant as specified in its charter)
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Alberta, Canada
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001-40977
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86-2433757
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(State or other jurisdiction of
incorporation or organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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2108 N St., Suite 4254
Sacramento, California
(Address of principal executive offices)
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95816
(Zip Code)
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(818) 683-2765
(Registrant’s telephone number, including area code)
Sunny Trinh, Chief Executive Officer
2108 N St., Suite 4254
Sacramento, California 95816
(647) 689-6041
With copies to:
Julio C. Esquivel, Esq.
Shumaker, Loop & Kendrick, LLP
101 East Kennedy Boulevard
Suite 2800
Tampa, Florida 33602
Telephone: (813) 229-7600
Facsimile: (813) 229-1660
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 to
Section 7(a)(2)(B) of the Securities Act. ☐
This Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of DevvStream Corp. File No. 333-285728) initially
filed on March 12, 2025 and declared effective by the Securities and Exchange Commission on March 14, 2025 (the “Registration Statement”), is being filed as an exhibit-only filing solely to file the consent of (i) MNP LLP and (ii) Davidson &
Company LLP with respect to their reports dated November 5, 2025 relating to the financial statements of DevvStream Corp.. contained in its Annual Report on Form 10-K for the year ended July 31, 2025 and included in the Prospectus Supplement No. 12
dated November 6, 2025 filed pursuant to Rule 424(b)(3), filed herewith as Exhibit 23.1 and Exhibit 23.2 (collectively, the “Consents”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the
Registration Statement, the signature pages to the Registration Statement, and the Consents. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.
Part II-INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 16.
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Exhibits and Financial Statement Schedules.
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Exhibit No.
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Description
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23.1
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Consent of MNP, LLP.
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23.2
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Consent of Davidson & Company LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sacramento,
California, on November 7, 2025.
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DEVVSTREAM CORP
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By:
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/s/ Sunny Trinh
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Name:
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Sunny Trinh
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Sunny Trinh/
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Chief Executive Officer
(Principal Executive Officer)
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November 7, 2025.
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Sunny Trinh
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*
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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November 7, 2025.
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David Goertz
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*
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Director
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November 7, 2025.
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Wray Thorn
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*
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Director
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November 7, 2025.
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Carl Stanton
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*
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Director
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November 7, 2025.
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Michael Max Bühler
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*
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Director
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November 7, 2025.
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Stephen Kukucha
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*
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Director
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November 7, 2025.
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Jamila Piracci
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* By: /s/ Sunny Trinh
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Sunny Trinh
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Attorney-in-Fact
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