Focus Impact Sponsor reports 36.2% of DevvStream

Focus Impact Sponsor, LLC reports beneficial ownership of 5,199,633 Common Shares of DevvStream Corp. The filing states this total includes 4,114,129 shares held of record and 1,085,504 shares issuable upon exercise of 1,120,000 Private Placement Warrants.

Rhea-AI Filing Summary

Focus Impact Sponsor, LLC reports beneficial ownership of 5,199,633 Common Shares of DevvStream Corp. The filing states this total includes 4,114,129 shares held of record and 1,085,504 shares issuable upon exercise of 1,120,000 Private Placement Warrants. The reported stake equals 36.2% using a denominator of 13,246,840 Common Shares outstanding plus the 1,085,504 issuable shares. The Private Placement Warrants are exercisable at $15.20 per share (or on a cashless basis) for 0.9692 Common Shares per warrant, are not redeemable by the issuer, and expire November 6, 2029. The filer notes governance mechanics: four managers each with one vote and a majority‑approval rule, and includes a disclaimer that managers may disclaim beneficial ownership.

Insights

Corporate Governance Analyst

Reporting person holds a large, concentrated economic and potential voting stake (36.2%).

The filing ties the 36.2% figure to both currently outstanding shares and shares issuable on exercise of Private Placement Warrants. The exercise terms—$15.20 per share or cashless conversion at a 0.9692 ratio—are stated explicitly, and warrants expire on November 6, 2029.

Control mechanics are described: the Reporting Person is managed by four managers, each with one vote and majority approval required. The filing includes a standard disclaimer that managers may disclaim beneficial ownership; governance influence depends on how voting/dispositive powers are actually exercised and on whether warrants are exercised.

Key Figures

Reported beneficial ownership: 5,199,633 shares Directly held shares: 4,114,129 shares Shares issuable on warrants: 1,085,504 shares +5 more

8 metrics

Reported beneficial ownership 5,199,633 shares total held and issuable (cover page)

Directly held shares 4,114,129 shares held of record by Reporting Person

Shares issuable on warrants 1,085,504 shares from exercise of 1,120,000 Private Placement Warrants

Percent of class 36.2% calculation uses 13,246,840 outstanding plus 1,085,504 issuable

Number of warrants held 1,120,000 warrants Private Placement Warrants held by Reporting Person

Warrant exercise price $15.20 per share exercise price stated in filing

Warrant conversion ratio 0.9692 Common Shares per warrant conversion ratio for each whole warrant

Warrant expiration November 6, 2029 expiration date for Private Placement Warrants

Key Terms

Private Placement Warrants, cashless basis, beneficially owned, Warrant Adjustment Notice

4 terms

Private Placement Warrants financial

"1,120,000 private placement warrants held by the Reporting Person"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

cashless basis financial

"can be exercised on a cashless basis (the "Private Placement Warrants")"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

beneficially owned regulatory

"Amount beneficially owned: See response to Item 9 on the cover page"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Warrant Adjustment Notice regulatory

"described in the Warrant Adjustment Notice issued by the issuer on December 6, 2024"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of DevvStream (DEVS) does Focus Impact Sponsor, LLC report owning?

The filing reports a 36.2% stake. This percentage is calculated using 13,246,840 Common Shares outstanding plus 1,085,504 shares issuable on exercise of the Reporting Person's warrants, per the filing.

How many DevvStream shares does Focus Impact Sponsor, LLC directly hold?

The Reporting Person holds 4,114,129 Common Shares of record. The filing separately lists 1,085,504 shares as issuable upon exercise of Private Placement Warrants, which are included in the reported total.

What are the terms of the Private Placement Warrants held by the filer?

The filing states the Reporting Person holds 1,120,000 Private Placement Warrants, exercisable for 0.9692 Common Shares each at $15.20 per share or on a cashless basis. Warrants expire on November 6, 2029 and are not redeemable by the issuer.

Does the filing indicate who controls Focus Impact Sponsor, LLC?

The filing explains the Reporting Person has four managers, each with one vote, and actions require majority approval. It also includes a disclaimer that managers may disclaim beneficial ownership of the reported securities.

Are the Private Placement Warrants adjustable or subject to prior adjustments?

Yes. The filing notes certain warrant terms, including the exercise price, were adjusted by the issuer following the business combination and described in a Warrant Adjustment Notice issued on December 6, 2024.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 01:21 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

DevvStream Corp.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

251936209

(CUSIP Number)

03/13/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 251936209

1

Names of Reporting Persons

Focus Impact Sponsor, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,199,633.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,199,633.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,199,633.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

36.2 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) 5,199,633 Common shares of the issuer (the "Common Shares") includes (i) 4,114,129 Common Shares held of record by the Reporting Person, and (ii) 1,085,504 Common Shares issuable upon the exercise for cash of 1,120,000 private placement warrants held by the Reporting Person, each whole warrant is exercisable for 0.9692 Common Shares upon payment of $15.20 per share or can be exercised on a cashless basis (the "Private Placement Warrants"), as further described in the warrant agreement, dated November 1, 2021, by and between the issuer (as successor of Focus Impact Acquisition Corp.) and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement") and publicly filed by the issuer with the U.S. Securities and Exchange Commission (the "SEC"). (2) 36.2% is calculated by using a denominator that is equal to (i) 13,246,840 Common Shares outstanding as the date hereof, plus (ii) 1,085,504 Common Shares issuable upon an exercise for cash of the 1,120,000 Private Placement Warrants held by the Reporting Person.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: DevvStream Corp.
(b)	Address of issuer's principal executive offices: 2108 N ST., SUITE 4254, SUITE 2800, SACRAMENTO, CALIFORNIA, 95816
Item 2.
(a)	Name of person filing: This statement is filed by Focus Impact Sponsor, LLC, referred to herein as the "Reporting Person."
(b)	Address or principal business office or, if none, residence: 1345 Avenue of the Americas, 33rd Floor New York, New York 10105
(c)	Citizenship: See response to Item 4 on the cover page.
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.:
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See response to Item 9 on the cover page. As of the date hereof, the Reporting Person is the record holder of the reported securities. Certain terms of the Private Placement Warrants, such as the exercise price, have been adjusted by the issuer following the closing of the business combination of Focus Impact Acquisition Corp. and DevvStream Holdings Inc. on November 6, 2024 and as described in more details in the Warrant Adjustment Notice issued by the issuer on December 6, 2024. The Private Placement Warrants are not redeemable by the issuer and expire November 6, 2029. There are four managers on the Reporting Person's board of managers. Each manager has one vote, and the approval of a majority is required to approve an action of the Reporting Person. As such, each manager disclaims beneficial ownership of the reported securities and the filing of this statement shall not be construed as an admission that the Reporting Person or any manager is the beneficial owner of any securities covered by this statement.
(b)	Percent of class: See response to Item 11 on the cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to Item 5 on the cover page.
	(ii) Shared power to vote or to direct the vote: See response to Item 6 on the cover page.
	(iii) Sole power to dispose or to direct the disposition of: See response to Item 7 on the cover page.
	(iv) Shared power to dispose or to direct the disposition of: See response to Item 8 on the cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Focus Impact Sponsor, LLC

Signature:	Wray Thorn
Name/Title:	Manager
Date:	04/02/2026