[SCHEDULE 13G/A] DevvStream Corp. SEC Filing

Rhea-AI Filing Summary

Focus Impact Sponsor, LLC reports beneficial ownership of 2,002,932 Common Shares of DevvStream Corp., representing 40.1% of the outstanding class on a diluted basis. The reported position includes 557,290 shares held of record plus shares issuable from private placement warrants and convertible notes that reflect the issuer's reverse 1-for-10 split. The private placement warrants are exercisable (including a cashless option) and adjusted post-business combination; convertible notes convert at a 25% discount to a 20-day VWAP subject to specified floor prices. The filing discloses sole voting and dispositive power over the reported shares and describes the Reporting Person's governance structure.

Positive

• Material ownership stake: 2,002,932 Common Shares reported representing 40.1% diluted of the class.
• Combined economic exposure: Position includes record shares plus warrants and convertible notes providing additional claim on equity.
• Sole voting and dispositive power: Reporting Person reports sole authority to vote and dispose of the reported shares.

Negative

• Potential dilution: 1,085,504 shares issuable from Private Placement Warrants and 360,139 shares from Convertible Notes could dilute other holders if exercised/converted.
• Concentration risk: A single sponsor holding a large diluted stake may increase governance/control concentration for other investors.
• Conversion mechanics create uncertainty: Convertible notes convert at a 25% discount to 20-day VWAP subject to floor prices, introducing price-dependent dilution and timing risk.

Insights

Financial Analyst

TL;DR Holding equals approximately 40.1% on a diluted basis, creating material ownership and potential voting influence.

The Reporting Person's 2,002,932-share position is material for equity holders because it supplies both current record ownership and additional economic exposure via warrants and convertible notes. The diluted calculation uses outstanding shares plus shares from exercised warrants and note conversion, which explains the 40.1% figure. For investors this means potential influence on corporate decisions and future dilution risk depending on exercises or conversions. The private placement warrants' adjusted terms and convertible note floors constrain but do not eliminate dilution mechanics.

Corporate Governance Expert

TL;DR The filing shows substantial concentrated ownership with sole voting/dispositive power declared, raising governance and control considerations.

The Reporting Person states sole voting and dispositive power over the reported shares but also discloses a four-manager governance structure for the sponsor entity with majority-approval rules. This internal structure may limit unilateral action by any single manager, yet the sponsor's aggregate stake remains a key governance factor at the issuer level. The combination of concentrated economic ownership and exercisable instruments increases the sponsor's potential to influence shareholder votes or strategic outcomes if exercised or converted.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

DevvStream Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

251936209

(CUSIP Number)

08/08/2025

(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)

SCHEDULE 13G

CUSIP No. 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 2,002,932.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,002,932.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,002,932.00

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)

40.1 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) 2,002,932 Common shares of the issuer (the "Common Shares") includes (i) 557,290 Common Shares held of record by the Reporting Person, (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"), and (iii) 360,139 Common Shares issuable upon the conversion of several Convertible Notes (as defined below) at a floor prices of $8.67 per share and $20.00 per share (subject to adjustment and assuming no conversion of any unpaid and accrued interest under the Convertible Notes). Such Common Shares give effect to the issuer's 1-for-10 reverse stock split of its outstanding Common Shares that was effected on August 8, 2025 (the "Reverse Split"). (2) 40.1% is calculated by using a denominator that is equal to (i) 3,541,668 Common Shares outstanding as of August 11, 2025, as reported in the issuer's Definitive proxy Statement filed on August 21, 2025, with the SEC, (ii) 360,139 Common Shares issuable upon the conversion of several Convertible Notes (as defined below) at a floor prices of $8.67 per share and $20.00 per share (subject to adjustment and assuming no conversion of any unpaid and accrued interest under the Convertible Notes), plus (iii) 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, 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: 345 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, no par value
(e)	CUSIP No.: 251936209
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 August 8, 2025, the Reporting Person is the record holder of the reported securities. 360,139 Common Shares are issuable upon the conversion of several Convertible Notes (as defined below) (subject to adjustment and assuming no conversion of any unpaid and accrued interest under the Convertible Notes). The Convertible Notes principal loan amount and any additional accrued and unpaid interest under the Convertible Notes are convertible into Common Shares at a 25% discount to the issuer's 20-day volume weighted average share price, subject to a at a floor prices of $8.67 per share and $20.00 per share. 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. Such Common Shares give effect to the issuers 1-for-10 Reverse Split. 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.
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:	/s/ Wray Thorn
Name/Title:	Wray Thorn / Manager
Date:	09/24/2025

FAQ

How many DevvStream (DEVS) shares does Focus Impact Sponsor, LLC beneficially own?

The Reporting Person beneficially owns 2,002,932 Common Shares on a reported basis, representing 40.1% diluted of the class.

What instruments are included in the 40.1% ownership calculation for DEVS?

The diluted total includes 557,290 record shares, 1,085,504 shares issuable upon exercise of private placement warrants, and 360,139 shares issuable upon conversion of convertible notes.

What are the key terms of the Private Placement Warrants referenced in the filing?

The Private Placement Warrants are exercisable into shares (including a cashless exercise option) and have had certain terms adjusted post-business combination; they are not redeemable by the issuer.

How do the Convertible Notes convert into DEVS shares?

The Convertible Notes convert into Common Shares at a 25% discount to the 20-day VWAP, subject to floor prices of $8.67 and $20.00, and assume no conversion of unpaid accrued interest in the cited calculation.

Does Focus Impact Sponsor, LLC control the shares unilaterally?

The filing reports sole voting and dispositive power over the reported shares but also notes the sponsor is governed by four managers who must approve actions by majority vote.