Sec Form 4 Filing - THORN WRAY T @ DevvStream Corp. - 2024-11-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person THORN WRAY T 2. Issuer Name and Ticker or Trading Symbol DevvStream Corp. [ DEVS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS,, 33RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2024 (Street) NEW YORK, NY10105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible notes ( 1 ) 11/13/2024 A 11/13/2024 11/13/2026 Common shares ( 1 ) ( 1 ) $ 982,150 ( 1 ) I ( 2 ) See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THORN WRAY T 1345 AVENUE OF THE AMERICAS, 33RD FLOOR NEW YORK, NY10105 X Signatures /s/ Wray T. Thorn 11/15/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 13, 2024, the issuer agreed to cancel and convert (A) $345,000 of accrued and unpaid of fees under the administrative services agreement, dated October 27, 2021, by and between the issuer (as the successor of FIAC) and Focus Impact Sponsor, LLC, into $345,000 of new 5.3% convertible notes issued to Focus Impact Partners, LLC ("Focus Partners") on November 13, 2024 with a maturity date that is 2 years from November 13, 2024 (the "New Convertible Notes"); and (B) $637,150 of convertible notes of DevvStream Holdings Inc. held by Focus Partners into $637,150 of New Convertible Notes that were issued to Focus Partners on November 13, 2024. The $982,150 principal loan amount and any accrued and unpaid interest under the Convertible Notes are convertible into common shares of the issuer at a 25% discount to the issuer's 20-day volume weighted average price, subject to a floor of $0.867 per share. ( 2 )The New Convertible Notes are held by Focus Partners, which is controlled by Carl Stanton and the reporting person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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