DevvStream Seeks Shareholder Nod for Key Helena Share Issuances

TL;DR

**DEVS needs shareholder approval for major share issuances to Helena, and if they don't get it, the financing deals are dead in the water.**

AI Summary

DevvStream Corp. (DEVS) is seeking shareholder approval for two significant common share issuances related to financing agreements with Helena Global Investment Opportunities 1 Ltd. The First Issuance Proposal, dated July 18, 2025, involves common shares upon conversion of Convertible Promissory Notes. The Second Issuance Proposal, dated October 29, 2024, and amended on August 4, 2025, also pertains to common share issuances under a separate purchase agreement with Helena. These proposals are critical for the company's financial strategy and require approval under Nasdaq Listing Rule 5635(d). Shareholders will convene virtually on September 26, 2025, at 10:00 a.m. Pacific Time, with a record date of August 11, 2025, where 3,541,668 common shares were outstanding and entitled to vote. The company also seeks approval for an Adjournment Proposal to solicit additional proxies if needed. These issuances are likely aimed at securing capital for operations or strategic initiatives, but the specific dollar amounts of the notes or purchase agreements are not disclosed in this filing.

Why It Matters

This DEF 14A filing is crucial for DevvStream Corp. as it outlines the company's intent to issue common shares to Helena Global Investment Opportunities 1 Ltd., a move that could significantly impact its capital structure and ownership dilution. For investors, approving these issuances under Nasdaq Listing Rule 5635(d) is vital for the company to secure necessary financing, potentially enabling growth or shoring up liquidity. Failure to approve could jeopardize these financing agreements, impacting DevvStream's competitive position in its market. Employees and customers might see this as a sign of financial stability or, conversely, a precursor to dilution if not managed effectively.

Risk Assessment

Risk Level: medium — The risk level is medium because the filing explicitly states that the First Issuance Proposal and Second Issuance Proposal require 'For' votes from holders of not less than two-thirds of the votes cast. Failure to achieve this supermajority could lead to the collapse of the financing agreements with Helena Global Investment Opportunities 1 Ltd., potentially impacting DevvStream's capital position. The company also includes an Adjournment Proposal, indicating a potential concern about securing sufficient votes.

Analyst Insight

Investors should carefully review the implications of potential dilution from these common share issuances and understand the terms of the agreements with Helena Global Investment Opportunities 1 Ltd. Vote 'For' the proposals if you believe the financing is essential for DevvStream's long-term viability and growth, or 'Against' if you are concerned about dilution or the terms of the deals.

Financial Highlights

debt To Equity

X.X

revenue

$X

operating Margin

X%

total Assets

$X

total Debt

$X

net Income

$X

eps

$X

gross Margin

X%

cash Position

$X

revenue Growth

+X%

Key Numbers

• 3,541,668 — Common Shares outstanding (Entitled to vote as of the August 11, 2025 record date)
• 1,180,556 — Shares for quorum (One-third of outstanding shares required for a valid meeting)
• Two-thirds — Approval threshold (Required 'For' votes for First and Second Issuance Proposals)
• 50% + 1 — Approval threshold (Required 'For' votes for the Adjournment Proposal)

Key Players & Entities

• DevvStream Corp. (company) — Registrant seeking shareholder approval
• Helena Global Investment Opportunities 1 Ltd. (company) — Party to Securities Purchase Agreement and Purchase Agreement
• Nasdaq Listing Rule 5635(d) (regulator) — Rule requiring shareholder approval for share issuances
• Sunny Trinh (person) — Chief Executive Officer of DevvStream Corp.
• Continental Stock Transfer & Trust Company (company) — Company's transfer agent
• August 11, 2025 (date) — Record date for the Special Meeting
• September 26, 2025 (date) — Date of the Special Meeting of Shareholders
• July 18, 2025 (date) — Date of the Securities Purchase Agreement with Helena
• October 29, 2024 (date) — Date of the Purchase Agreement with Helena
• August 4, 2025 (date) — Amendment date for the Purchase Agreement with Helena

FAQ

Risk Factors

• Reliance on Financing Agreements [high — financial]: The company's financial strategy is heavily reliant on two significant common share issuances related to financing agreements with Helena Global Investment Opportunities 1 Ltd. These issuances are critical for securing capital, but the specific dollar amounts are not disclosed, introducing uncertainty regarding the scale of funding and its impact on dilution.
• Nasdaq Listing Rule Compliance [medium — regulatory]: The proposed share issuances require shareholder approval under Nasdaq Listing Rule 5635(d), which mandates approval for issuances that could result in a change of control or a significant dilution of voting power. Failure to obtain the necessary two-thirds approval threshold for these proposals could jeopardize the company's ability to execute its financing strategy.
• Dependence on Shareholder Approval [medium — operational]: The company's ability to proceed with critical financing hinges on shareholder approval at the Special Meeting on September 26, 2025. The need for an Adjournment Proposal suggests potential concern about achieving the required voting thresholds, indicating a risk of delays or failure in securing necessary capital.

Industry Context

DevvStream Corp. operates in a capital-intensive sector, likely technology or a related growth industry, where access to funding is crucial for development and expansion. The company's reliance on financing agreements with specialized investment firms like Helena Global suggests a need for strategic capital infusion to fuel its growth initiatives or sustain operations. The competitive landscape likely demands continuous innovation and the ability to secure funding efficiently to maintain market position.

Regulatory Implications

The primary regulatory hurdle is compliance with Nasdaq Listing Rule 5635(d), which mandates shareholder approval for significant equity issuances to prevent undue dilution. The company must secure the required 'two-thirds' vote for the issuance proposals. Failure to do so could impede its financing strategy and potentially impact its listing status if capital needs are not met.

What Investors Should Do

1. Review the details of the First and Second Issuance Proposals carefully, understanding the potential dilution from the conversion of notes and the terms of the purchase agreement.
2. Vote 'For' or 'Against' the First and Second Issuance Proposals based on an assessment of the company's capital needs versus the impact of share dilution.
3. Consider voting 'For' the Adjournment Proposal if you believe additional time may be beneficial for the company to secure necessary approvals or financing, or 'Against' if you prefer a definitive outcome.
4. Monitor the company's communication regarding the specific dollar amounts and terms of the financing agreements, as these are critical to evaluating the true financial impact.

Key Dates

• 2025-08-11: Record Date — Establishes the list of shareholders entitled to vote at the Special Meeting. 3,541,668 common shares were outstanding on this date.
• 2025-09-25: Registration Deadline for Virtual Meeting — Shareholders must register by this date to attend the virtual Special Meeting and participate in voting.
• 2025-09-26: Special Meeting of Shareholders — Shareholders will vote on critical proposals, including two common share issuances and an adjournment proposal.
• 2024-10-29: Initial Purchase Agreement Date — Date of the original purchase agreement with Helena Global Investment Opportunities 1 Ltd., related to the Second Issuance Proposal.
• 2025-07-18: Convertible Promissory Notes Date — Date of the Convertible Promissory Notes related to the First Issuance Proposal.
• 2025-08-04: Amendment to Purchase Agreement — Date of the amendment to the purchase agreement with Helena Global Investment Opportunities 1 Ltd., impacting the Second Issuance Proposal.

Glossary

DEF 14A

A proxy statement filing with the U.S. Securities and Exchange Commission (SEC) that provides shareholders with information about matters to be voted on at an annual or special meeting. (This document contains the details of the proposals shareholders are being asked to vote on, including share issuances and meeting procedures.)

Convertible Promissory Notes

Debt instruments that can be converted into a predetermined amount of equity (common shares) under specific conditions. (These notes are part of the First Issuance Proposal, where their conversion will lead to the issuance of new common shares.)

Proxy

A document or instruction authorizing another person to act on behalf of a shareholder, typically to vote their shares at a meeting. (The company is soliciting proxies to ensure sufficient votes are cast for the proposals at the Special Meeting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote at a shareholder meeting, or receive other distributions. (August 11, 2025, is the record date, meaning only shareholders as of this date can vote.)

Nasdaq Listing Rule 5635(d)

A rule requiring shareholder approval for certain equity issuances, particularly those that could result in a significant dilution of existing shareholders' ownership or voting power. (This rule necessitates shareholder approval for the proposed share issuances by DevvStream Corp.)

Adjournment Proposal

A proposal put to shareholders to allow the company to postpone or delay a shareholder meeting. (DevvStream Corp. is seeking approval for this to potentially solicit more proxies if needed to pass the other proposals.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, distinct from an annual report (10-K) or a previous proxy statement. Therefore, a direct comparison of key financial metrics like revenue growth, margin changes, or a shift in risk factors from a prior year's filing is not applicable based on the provided text. The focus here is on upcoming shareholder decisions regarding financing and share issuances.

Filing Documents

• ny20052745x2_def14a.htm (DEF 14A) — 253KB
• logo_devvstream01.jpg (GRAPHIC) — 36KB
• logo_devvstream01x1.jpg (GRAPHIC) — 13KB
• ny20052745x2_phone.jpg (GRAPHIC) — 6KB
• ny20052745x2_symbol.jpg (GRAPHIC) — 6KB
• 0001140361-25-032358.txt ( ) — 338KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 19 HOUSEHOLDING OF PROXY MATERIALS 21 i TABLE OF CONTENTS DEVVSTREAM CORP. 2108 N St., Suite 4254 Sacramento, California 95816 PROXY STATEMENT FOR THE SPECIAL MEETING OF SHAREHOLDERS September 26, 2025 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why am I receiving these materials? We have sent you these proxy materials because the Board of Directors (the " Board " or " Board of Directors ") of Devvstream Corp. (the " Company " or " DEVS ") is soliciting your proxy to vote at the Special Meeting of Shareholders, including at any adjournments or postponements of the Special Meeting. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the telephone or through the internet. We intend to mail these proxy materials on or about August 22, 2025 to all Shareholders of record entitled to vote at the Special Meeting. How do I attend the Special Meeting? The Special Meeting will be a virtual Shareholder meeting through which you can listen to the meeting, submit questions and vote online. In order to attend the Special Meeting, you must first register at www.virtualshareholdermeeting.com/DEVS2025SM2 by 11:59 p.m. Eastern Time on Thursday, September 25, 2025. Please follow the instructions on the registration page. You will then receive a meeting invitation by email with your unique link to join the Special Meeting along with a password prior to the meeting date. We recommend that you log on a few minutes before the Special Meeting to ensure that you are logged in when the meeting begins. Information on how to vote online during the Special Meeting is discussed below. We have decided

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Certain statements in this proxy statement release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and generally relate to future events, trends or our future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. These forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses and current expectations concerning, among other things, our ability to continue as a going concern and to realize the benefits of its recently completed business combination, our ability to remain listed on Nasdaq, our ability to sell Common Shares to Helena pursuant to the ELOC Agreement, and our ability to sell Convertible Notes to Helena pursuant to the Note Purchase Agreement, all of which are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks, uncertainties and factors include, but are not limited to the risks set forth in the Company's most recent Form 10-K, 10-Q and other SEC filings which are available through EDGAR at WWW.SEC.GOV. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain and subject to material change. Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking sta

View Full Filing

View this DEF 14A filing on SEC EDGAR