Form 8-K

8-K — DevvStream Corp.

Accession: 0001140361-26-028108

Filed: 2026-07-09

Period: 2026-07-07

CIK: 0001854480

SIC: 6799 (INVESTORS, NEC)

Item: Termination of a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ef20077663_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ef20077663_ex10-1.htm)

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8-K

8-K (Primary)

Filename: ef20077663_8k.htm · Sequence: 1

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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): July 7, 2026

DEVVSTREAM CORP.

(Exact name of registrant as specified in its charter)

Alberta, Canada

001-40977

86-2433757

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

2108 N St., Suite 4254

Sacramento, California

(Address of principal executive offices)

95816

(Zip Code)

(647) 689-6041

(Registrant’s telephone number, including area code)

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common shares

DEVSF

OTCPK

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. ☐

Item 1.02.

Termination of a Material Definitive Agreement.

On July 7, 2026, DevvStream Corp. (formerly known as DevvStream Holdings, Inc., “DevvStream” or the “Company”) and Karbon-X Corp. (“Karbon-X”) entered

into a Mutual Termination Agreement (the “Termination Agreement”), pursuant to which the parties mutually agreed to terminate the Carbon Credit Forward Purchase Agreement, dated October 28, 2024 (the “Purchase Agreement”), by and between DevvStream

and Karbon-X, in its entirety.

Under the Purchase Agreement, Karbon-X agreed to sell and deliver to DevvStream certain CDR Global Artisan C-Sink or Industrial C-Sink verified

greenhouse gas offset or carbon credits (the “C-Sink Credits”) for an aggregate purchase price of USD $2,892,000 at USD $120.00 per unit. As consideration for the C-Sink Credits, DevvStream agreed to issue 444,923 common shares of DevvStream Corp.

(the “Consideration Shares”) at a deemed price of USD $6.50 per share. As of the date of the Termination Agreement, neither DevvStream nor Karbon-X had performed any obligations under the Purchase Agreement. Accordingly, the parties mutually agreed

to terminate the Purchase Agreement with no penalty to either party thereby eliminating any and all further obligations or liabilities under the Purchase Agreement.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text

of the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

10.1

Mutual Termination Agreement, dated July 7, 2026, by and between DevvStream Holdings, Inc. and Karbon-X Corp.

104

Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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.

Dated: July 9, 2026

DEVVSTREAM CORP.

By:

/s/ Sunny Trinh

Name:

Sunny Trinh

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ef20077663_ex10-1.htm · Sequence: 2

Exhibit 10.1

MUTUAL TERMINATION AGREEMENT

DEVVSTREAM HOLDINGS, INC. and

KARBON-X CORP.

CARBON CREDIT FORWARD PURCHASE AGREEMENT

This Mutual Termination Agreement (this “Termination Agreement”) is entered into as of May 29, 2026 (the “Termination Date”) between Karbon-X Corp., a corporation organized

under the laws of Canada (“KARX”), and DevvStream Holdings, Inc. (as predecessor to DevvStream Corp., “DEVV”, and together with KARX, the “Parties”).

RECITALS

A. The Parties entered into that certain

Carbon Credit Forward Purchase Agreement dated October 28, 2024 (the “Agreement”), pursuant to which KARX agreed to sell and deliver to DEVV certain CDR Global

Artisan C-Sink or Industrial C-Sink verified greenhouse gas offset or carbon credits (the “C-Sink Credits”) according to the delivery schedule set forth in Schedule A to the Agreement, for an aggregate purchase price of USD $2,892,000 at USD

$120.00 per unit.

B. Pursuant to Section 1.1(b) of the

Agreement, DEVV agreed to issue 444,923 common shares of DevvStream Corp. (as successor to DevvStream Holdings Inc.) at a deemed price of USD $6.50 per share as consideration for the C-Sink Credits (the “Consideration Shares”).

C. The Parties acknowledge that: (i) KARX

has not delivered any C-Sink Credits to DEVV under the Agreement; and (ii) DEVV has not issued the Consideration Shares to KARX under the Agreement. No obligations under the Agreement have been performed by either Party.

D. The De-SPAC Transaction contemplated

by the Agreement was completed on November 6, 2024. The termination condition in Section 4.1(b) of the Agreement (providing for termination if the De-SPAC Transaction had not completed by November 1, 2024) was not invoked by either Party.

E. The Parties now desire to mutually

terminate the Agreement in its entirety, with no further obligations or liabilities of any kind between them arising from or related to the Agreement, on the terms set forth herein.

AGREEMENT

In consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Parties agree as follows:

Termination of Agreement.

The Agreement, including all schedules and exhibits thereto, is hereby terminated in its entirety, effective as of the Termination Date. Upon the effectiveness

of this Termination Agreement, the Agreement shall be of no further force or effect and neither Party shall have any further rights, obligations, or liabilities thereunder, whether accrued or unaccrued, including without limitation any obligation of

KARX to deliver C-Sink Credits and any obligation of DEVV to issue the Consideration Shares or any additional shares thereunder.

Mutual Release.

Each Party, on behalf of itself and its respective affiliates, officers, directors, employees, agents, successors, and assigns, hereby fully, finally, and

irrevocably releases and discharges the other Party and its respective affiliates, officers, directors, employees, agents, successors, and assigns from any and all claims, demands, actions, causes of action, suits, debts, liabilities, obligations,

damages, losses, costs, and expenses of any nature whatsoever, known or unknown, arising out of or relating to the Agreement or any transactions contemplated therein, including without limitation any claim arising from the non-delivery of C-Sink

Credits by KARX or the non-issuance of Consideration Shares by DEVV. Each Party acknowledges that this release is a full and final release of all claims relating to the Agreement, and that no Party has sold, assigned, transferred, or otherwise

disposed of any claim released herein.

No Admission.

Nothing in this Termination Agreement shall constitute or be construed as an admission of liability, fault, or wrongdoing by either Party with respect to the

Agreement or any matter related thereto.

Representations and Warranties.

Each Party hereby represents and warrants to the other that: (a) it has full power and authority to execute, deliver, and perform this Termination Agreement;

(b) this Termination Agreement has been duly authorized, executed, and delivered by such Party and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (c) it has not sold, assigned, transferred,

pledged, hypothecated, or otherwise disposed of any claim, right, or interest arising under the Agreement; and (d) no authorization, consent, or filing with any governmental authority is required for its execution, delivery, or performance hereof.

Surviving Provisions.

Notwithstanding the termination of the Agreement, the provisions of the Agreement relating to governing law (Section 5.10), jurisdiction (Section 5.10), and

notices (Section 5.7) shall survive and remain in full force and effect and are incorporated herein by reference.

Entire Agreement.

This Termination Agreement constitutes the entire agreement of the Parties with respect to the termination of the Agreement and supersedes all prior

understandings, negotiations, and agreements between the Parties relating thereto.

Counterparts.

This Termination Agreement may be executed in one or more counterparts, including by electronic or facsimile signature, each of which shall be deemed an

original and all of which together shall constitute one and the same instrument.

Governing Law.

This Termination Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts

of law. Each Party submits to the exclusive jurisdiction of the federal and state courts located in Los Angeles County, California.

IN WITNESS WHEREOF, the parties hereto have executed this Mutual Termination Agreement as of the date first written above.

KARBON-X CORP.

DEVVSTREAM HOLDINGS, INC.

By:

Name: Chad Clovis

Name: Sunny Trinh

Title: Chief Executive Officer

Date: May 29, 2026

Date:

July 7, 2026

Notices pursuant to Section 5.7 of the Agreement:

If to KARX:

Karbon-X Corp., 510 5th St. SW, Suite 910, Calgary, Alberta T2P 3S2, Canada

Attn: Chad Clovis | cc@karbon-x.com

c/o Cutler Law Group, P.C., Attn: M. Richard Cutler | rcutler@cutlerlaw.com

If to DEVV:

DevvStream Holdings, Inc., 2108 N St., Suite 4254, Sacramento, CA 95816

Attn: Sunny Trinh | chris@devvstream.com

c/o Kirkland & Ellis LLP, Attn: Peter Seligson, P.C. | peter.seligson@kirkland.com

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