SCHEDULE: Focus Impact Sponsor Boosts DevvStream Stake to 37.9%

Focus Impact Sponsor, LLC reported a 37.9% beneficial ownership in DevvStream Corp., including shares from warrants and convertible notes, following a reverse stock split.

Summary

• Focus Impact Sponsor, LLC beneficially owns 2,006,851 Common Shares of DevvStream Corp.
• This ownership represents 37.9% of DevvStream Corp.'s class of securities.
• The total beneficial ownership includes 557,289 Common Shares held of record.
• It also includes 1,085,504 Common Shares issuable upon the exercise of 1,120,000 Private Placement Warrants.
• Additionally, 364,058 Common Shares are issuable upon the conversion of Convertible Notes at a floor price of $8.67 per share.
• The calculation of ownership percentage accounts for 3,841,642 Common Shares outstanding as of November 25, 2025, plus shares issuable from convertible notes and warrants.
• DevvStream Corp. effected a 1-for-10 reverse stock split on its outstanding Common Shares on August 8, 2025.
• The Private Placement Warrants are exercisable for cash at $15.20 per share (adjusted) or on a cashless basis and expire on November 6, 2029.
• The Convertible Notes are convertible at a 25% discount to the issuer's 20-day volume weighted average share price, subject to a floor price of $8.67 per share.

Sentiment

Score: 6

Explanation: The significant beneficial ownership by Focus Impact Sponsor, LLC (37.9%) can be viewed as a positive signal of investor confidence. However, the potential for future dilution from warrants and convertible notes introduces a degree of caution.

Positives

• Focus Impact Sponsor, LLC holds a significant beneficial ownership of 37.9% in DevvStream Corp., indicating a strong commitment from a key investor.
• The substantial stake held by the sponsor could be viewed as a vote of confidence in the company's future prospects.

Negatives

• The potential issuance of 1,085,504 Common Shares from Private Placement Warrants and 364,058 Common Shares from Convertible Notes could lead to future dilution for existing shareholders.

Risks

• Potential dilution of existing shareholders' equity due to the exercise of 1,120,000 Private Placement Warrants.
• Potential dilution from the conversion of Convertible Notes into 364,058 Common Shares, which are convertible at a 25% discount to the 20-day volume weighted average share price, subject to a floor price.

Future Outlook

The Private Placement Warrants held by Focus Impact Sponsor, LLC are not redeemable by the issuer and are set to expire on November 6, 2029. 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 floor price of $8.67 per share, indicating potential future share issuances.

Industry Context

This Schedule 13G filing primarily details a significant beneficial ownership stake by a sponsor entity in DevvStream Corp. It does not provide information directly related to broader industry trends or competitive landscape, focusing instead on a specific investor's position.

Related Party Transactions

• Focus Impact Sponsor, LLC, as a significant beneficial owner, holds Private Placement Warrants and Convertible Notes issued by DevvStream Corp., representing ongoing financial instruments between related parties.

Stakeholder Impact

• Shareholders: Potential for dilution from the exercise of warrants and conversion of convertible notes, which could impact per-share value.
• Focus Impact Sponsor, LLC: Maintains a substantial equity position and has future options to increase its stake or realize value through warrant exercise and note conversion.

Next Steps

• Potential exercise of Private Placement Warrants by Focus Impact Sponsor, LLC by November 6, 2029.
• Potential conversion of Convertible Notes into Common Shares by Focus Impact Sponsor, LLC.

Key Dates

Keywords

DevvStream Corp, Focus Impact Sponsor, Beneficial Ownership, Schedule 13G, Common Shares, Private Placement Warrants, Convertible Notes, Reverse Stock Split, Equity Stake, Dilution