UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2025

(Exact name of registrant as specified in its charter)

(818)-683-2765

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

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 pursuant to Section 13(a) of the Exchange Act. ☐

On January 22, 2025, DevvStream Corp. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) because the Company has not yet filed its Form 10-Q for the period ended September 30, 2024 (“Form 10-Q”) with the U.S. Securities and Exchange Commission. Following receipt of the Notice, the Company filed the Form 10-Q on January 23, 2025.

Given the Form 10-Q was filed, the Notice has no immediate impact on the listing or trading of the Company’s securities on Nasdaq.

The Notice states that the Company has 60 calendar days from the date of the Notice to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Form 10-Q, or until May 19, 2025, to file the Form 10-Q to regain compliance. Given the Form 10-Q was filed, the Company expects that it will not be required to submit a plan to Nasdaq within 60 calendar days from the date of the Notice in order to regain compliance with the Listing Rule and to avail itself of Nasdaq’s exception of up to 180 calendar days from the Form 10-Q’s due date.

A press release, dated January 28, 2025, disclosing the Company’s receipt of the Notice described in Item 3.01 of this Current Report on Form 8-K (this “Current Report”) is attached hereto as Exhibit 99.1.

The information furnished in this Item 7.01 of this Current Report (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.