TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on November 25, 2025. Registration No. 333-289815 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEVVSTREAM CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Alberta, Canada 001-40977 86-2433757 (Commission File Number) (I.R.S. Em ...

Business Strategy and Operations - The company operates across three strategic domains: Offset Portfolio, Project Investment and Acquisitions, and Project Development and Management, focusing on environmental asset generation[21][22][24]. - The company maintains a diversified portfolio of environmental assets, including I-RECs and carbon sequestration credits, to support corporations and governments in offsetting emissions[21]. - The company aims to capitalize on the growing demand for I-RECs, having recently gained approval to the Evident Registry, which enhances its portfolio of renewable energy attributes[46]. - The company’s business model includes a direct investment model and a project management model, allowing for flexible financing alternatives in carbon credit generation[41]. - The company plans to leverage technology-based solutions to generate carbon credits, targeting the 80% of reductions needed to meet global net zero goals[35]. - The company’s revenue streams will diversify by monetizing both carbon offsets and energy attribute certificates, positioning it as a key player in the environmental asset market[47]. Financial Management and Capital Structure - The company’s functional currency changed from CAD$ to US$ effective August 1, 2024, aligning with its future focus and the completion of the De-SPAC transaction[32]. - The Company has adopted a digital asset treasury strategy to invest in tokenized real-world assets (RWAs), funded by proceeds from the Helena Convertible Notes[83]. - 75% of the net proceeds from the sale of Helena Convertible Notes will be used to purchase Bitcoin, Ethereum, Solana, or other utility-based digital assets[85]. - The Company has allocated $6,405,000 for the acquisition of initial digital assets, with $5.125 million already deployed equally between Bitcoin and Solana as of October 27, 2025[88]. - The Company currently holds 22.228945 BTC and 12,173.21335671 SOL, representing approximately 40% of the original funding transfer[88]. - The Company intends to allocate the remaining 20% of the proceeds from the Initial Convertible Note towards purchasing DevvE shortly after completing BTC and SOL purchases[88]. - As of July 31, 2025, the Company had cash of $3,446,111 to settle current liabilities of $11,847,575 due within twelve months[356]. - The Company has no specific timeline for subsequent tranches of Helena Convertible Notes but believes a second tranche within six months is possible[91]. Project Development and Partnerships - The company emphasizes investments that provide measurable social and environmental impact alongside attractive financial returns, focusing on projects with co-benefits[48][49]. - The company anticipates that most of its projects will have additional social, environmental, and economic co-benefits, aiming for long-term cash flow growth through carbon credit monetization[50]. - The company plans to invest in a wide range of carbon credit-generating projects, including renewable energy generation and waste handling, with project costs typically under $150,000 each[51][52]. - The company aims to retain approximately 25% of the carbon credit stream generated from projects it manages on behalf of other entities[52]. - A Project Assessment Tool has been developed to systematically evaluate potential project opportunities, focusing on commercial, technical, financial, and legal aspects[53]. - The company has entered into a strategic partnership with Devvio, agreeing to purchase $1 million in DevvE tokens in 2025 and $1.27 million in each of 2026 and 2027[54]. - The company has engaged leading offset developers to maximize revenue potential while minimizing risk through internationally recognized carbon credit methodologies[59]. - The company plans to utilize Xpansiv's trading platform, which has processed over one billion environmental credits, to enhance liquidity for its carbon credit portfolio[62]. - The company is developing an EV charging project targeting operators in North America, with expected revenue starting in 2026[63]. - A Contribution and Exchange Agreement with Crestmont Investments LLC has been established, providing access to 2,000,000 units of carbon sequestration assets[64]. - The company has entered into a carbon-management agreement with Energy Efficient Technologies, expanding its pipeline of efficiency-based environmental assets[66]. Digital Asset Strategy - The Company has a digital asset strategy involving the potential sale of up to $300 million in senior secured convertible notes to enhance liquidity and sustainability exposure[82]. - The digital assets are custodied with BitGo, which holds over $90 billion in assets for more than 3,900 institutional clients[89]. - The Company expects to generate value from its digital asset holdings through long-term appreciation and blockchain-native revenue streams such as staking[87]. - The Company has identified Bitcoin, Solana, and DevvE as initial digital assets for acquisition based on their maturity and institutional adoption[86]. Regulatory and Compliance - The Company does not believe inflation significantly impacted its operational results for any periods presented in its financial statements[358]. - The Company aims to maintain financial strength and protect its ability to meet ongoing liabilities while maximizing long-term shareholder returns[359]. - There were no changes to the Company's approach to capital management during the period, and it is not subject to externally imposed capital requirements[360]. - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases by U.S. corporations, applicable to repurchases occurring after December 31, 2022[361]. - The Company is evaluating its options regarding the payment of the excise tax obligation, which could incur additional interest and penalties if unpaid[363]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[365]. - A material weakness in internal control over financial reporting has been identified, which could lead to misstatements in financial statements[370]. - The Company is taking steps to remediate the material weakness by hiring skilled finance personnel and implementing appropriate controls[372]. - In August 2025, the Company issued 300,000 shares for gross proceeds of $756,607, with a portion used to repay convertible debt[373]. - The Company amended its strategic partnership agreement with Devvio, committing to purchase DevvE tokens totaling $1,000,000 in 2025 and $1,270,000 in 2026 and 2027[376].

As filed with the United States Securities and Exchange Commission on October 20, 2025. TABLE OF CONTENTS Registration No. 333-289815 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 2 to FORM S-1 (Address of principal executive offices) (I.R.S. Employer Identification No.) 95816 (Zip Code) (818) 683-2765 (Registrant's telephone number, including area code) (Exact name of registrant as specified in its charter) (State or other jurisdiction of Alberta, Canad ...

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on September 30, 2025. Registration No. 333-289815 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-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) (State or other jurisdiction of incorporation or organization) Alberta, Canada 001-40977 86-2433757 (Commission File Number) (I.R.S. E ...

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on August 22, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEVVSTREAM CORP. (Exact name of registrant as specified in its charter) Alberta, Canada 001-40977 86-2433757 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) 95816 (Zip Code) 2108 N St., Suite 4254 Sacra ...

IPO and Financing Activities - The company completed its Initial Public Offering (IPO) on November 1, 2021, issuing 23,000,000 Units at $10.00 per Unit, including the full exercise of the underwriters' over-allotment option[171] - Simultaneously with the IPO, the company sold 11,200,000 Private Placement Warrants at $1.00 per warrant, generating $11,200,000 in gross proceeds[172] - As of September 30, 2024, $1,500,000 had been drawn under the First Promissory Note and $1,475,000 under the Second Promissory Note to fund extensions prior to the Business Combination[178][179] - The underwriters waived their right to receive a deferred underwriting fee of $8,650,000, resulting in the company recognizing $309,534 of income[205][206] Business Combination and Management Transition - The company consummated a Business Combination with DevvStream on November 6, 2024, transitioning management to the prior DevvStream team[175][176] - The company engaged CCM as a financial advisor and agreed to pay a $2,500,000 advisory fee plus a 4.0% transaction fee on gross proceeds from the Business Combination[183][184] Stock Transactions and Share Issuance - On December 21, 2023, the Sponsor converted 5,000,000 shares of Class B common stock to Class A common stock, leaving 6,717,578 shares of Class A and 750,000 shares of Class B outstanding[182] - On December 27, 2024, New PubCo issued 412,478 New PubCo Common Shares to service providers as consideration for services rendered[187] Financial Performance and Losses - Net loss for the three months ended September 30, 2024 was $1,011,733, compared to a net loss of $1,770,907 for the same period in 2023[196][197] - Net loss for the nine months ended September 30, 2024 was $3,863,631, compared to a net loss of $719,242 for the same period in 2023[198][199] - Operating costs for the three months ended September 30, 2024 were $1,372,525, down from $2,485,780 in the same period in 2023[196][197] - Operating costs for the nine months ended September 30, 2024 were $4,065,418, slightly up from $4,027,550 in the same period in 2023[198][199] Cash and Liabilities - Restricted cash at September 30, 2024 was $25,843, down from $75,773 at December 31, 2023[202] - The company had no long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities as of September 30, 2024[200] Going Concern and Financial Uncertainty - Management expressed substantial doubt about the company's ability to continue as a going concern due to insufficient working capital post-Business Combination[188][189] - As of September 30, 2024, the company had not commenced operations and generated no operating revenues, only non-operating income from interest on IPO proceeds[195] Tax and Regulatory Considerations - The company is evaluating options to pay a 1% excise tax on stock repurchases under the Inflation Reduction Act, with potential penalties of 10% interest per annum and a 5% underpayment penalty per month[192][194] - The company is classified as an "emerging growth company" and may take advantage of certain reporting exemptions[209][210] - The company is a smaller reporting company and is not required to provide certain market risk disclosures[211] Warrant Classification and Valuation - Warrants are classified as liabilities and are re-measured at fair value at each reporting period, with changes recognized in the statement of operations[207]

DevvStream Holdings Inc. Announces Completion of Business Combination with Focus Impact Acquisition Corp.; Secures Up to US$43M of Additional Capital to Execute Growth PlansNovember 06, 2024 4:01 PM EST | Source: DevvStream Holdings Inc.Completion of the business combination makes DevvStream the first publicly traded carbon credit generation company on a major U.S. stock exchangeThe combined entity will be renamed DevvStream Corp. and its shares are expected to commence trading on the Nasdaq a ...

DevvStream to Purchase 1.2 Million Carbon Credits for Conservation of 200,000 Hectares of Amazon TerritoryOctober 24, 2024 7:30 AM EDT | Source: DevvStream Holdings Inc.Project is expected to reduce emissions by 13,227,635 tCO2e during its 30-year life, an average of 440,921 tCO2e per yearTransaction to be funded with DevvStream shares post-Nasdaq listingCompany expects to begin trading on Nasdaq on or before October 31, 2024Vancouver, British Columbia--(Newsfile Corp. - October 24, 2024) - De ...

. . . | --- | --- | |------------------------------------------------|-------| | | | | DevvStream Holdings Inc. Announces Receipt of | | | Court Approval for the De-SPAC Transaction and | | | Provides Transaction Updates | | September 13, 2024 6:23 PM EDT | Source: DevvStream Holdings Inc. Vancouver, British Columbia--(Newsfile Corp. - September 13, 2024) - DevvStream Holdings Inc. (Cboe CA: DESG) (OTCQB: DSTRF) (FSE: CQ0) ("DevvStream" or the "Company") is pleased to announce that it has received the final ...

● . ● Special Meetings Scheduled to Consider Business Combination of Focus Impact Acquisition Corp. and DevvStream August 14, 2024 7:30 AM EDT | Source: DevvStream Holdings Inc. Follows recent announcement of registration statement effectiveness with the SEC, marking a significant transaction milestone Company expects to complete business combination during the third quarter to become the first publicly traded carbon streaming company on a major U.S. stock exchange DevvStream and Focus Impact to host 2024 A ...