Devvstream Corp SEC Filings

DevvStream Corp. outlines a new term sheet with Southern Energy Renewables and Frontline BioEnergy to advance a biomass‑to‑jet fuels platform in Louisiana. The collaboration centers on expanding Frontline’s Iowa demonstration site with pilot units to produce bio‑methanol and convert it into sustainable aviation fuel and other hydrocarbons.

Southern expects to fund up to $2.05 million for design, construction, and commissioning of the new pilot units, which it expects to own, while Frontline is expected to perform most engineering and fabrication. DevvStream is expected to act as exclusive manager of carbon credits and environmental assets for Southern’s commercial projects, while XCF Global contributes downstream fuels and offtake expertise. The work is intended to support a previously announced binding term sheet for a potential three‑party merger among DevvStream, Southern, and XCF, which remains subject to definitive agreements and extensive closing conditions.

DevvStream Corp. entered into a binding term sheet with XCF Global and Southern Energy Renewables for a proposed three‑party merger that would make DevvStream and Southern wholly owned subsidiaries of XCF. After closing, current XCF stockholders are expected to hold about 66.67% of XCF, Southern stockholders about 23.33%, and DevvStream stockholders about 10%.

Separately, XCF agreed to raise $10 million for converting and building out its New Rise Reno facility for sustainable aviation fuel blending and related corporate purposes, funded through share issuances to EEME Energy SPV I LLC, subject to a share cap and funding schedule. The transaction is subject to extensive closing conditions, including completion of the plant conversion, achievement of specified revenue and EBITDA thresholds, Southern’s authorization to issue at least $400 million of bonds, effectiveness of an S‑4 registration statement, shareholder approvals, and stock exchange listings, and may be terminated if due diligence or competing offers lead boards to change course.

DevvStream Corp. entered into a binding term sheet with XCF Global, Southern Energy Renewables, and EEME Energy SPV I for a proposed multi-party business combination and related financing. The structure contemplated would see DevvStream and Southern merge with wholly owned subsidiaries of XCF, receive XCF Class A common stock, and become XCF subsidiaries, subject to definitive agreements and numerous closing conditions.

To support the transaction, XCF agreed to raise and invest $10 million for conversion of its New Rise Reno facility for sustainable aviation fuel blending and related corporate purposes, funded through sales of XCF common stock to EEME under a share cap and funding schedule. The term sheet defines a post-closing XCF board with four XCF designees, two Southern designees, and one DevvStream designee and includes interim covenants such as restrictions on reverse stock splits without EEME consent and prohibitions on certain share sales for naked short coverage. The parties highlight extensive risks, emphasize that many terms remain subject to negotiation, and caution that there is no assurance the transaction or its targeted outcomes will be completed.

DevvStream Corp. outlines a planned business combination with Southern Energy Renewables that would transform it from an environmental asset manager into a vertically integrated clean fuels platform. After closing, Southern equity holders are expected to own about 70% of the combined company and DevvStream shareholders about 30%. Southern shareholders previously invested $2 million in DevvStream via a PIPE at a premium, and Southern has a $42 million bond allocation from the Louisiana Community Development Authority to help finance a proposed biomass-to-fuel plant in Louisiana. The facility is designed to convert wood waste into green methanol and carbon‑negative sustainable aviation fuel, targeting aviation and maritime markets facing tightening global decarbonization mandates. DevvStream also highlights an executed term sheet with Fayafi targeting up to $100 million in project funding by 2027 and a broader strategy that includes high‑quality carbon credits, international renewable energy certificates, and future tokenization of environmental assets.

DevvStream Corp. announced a non-binding memorandum of understanding to evaluate a strategic collaboration with IP3 Corporation, Southern Energy Renewables and XCF Global. The parties plan to explore using small modular reactor nuclear power to support electro-sustainable aviation fuel production, hydrogen and low-carbon fuel synthesis, as well as power energy-intensive customers such as AI data centers.

The potential collaboration also contemplates creating, verifying and monetizing environmental attributes, including tokenized and “book-and-claim” structures, supported by digital measurement, reporting and verification systems. The MOU expresses an intent to negotiate definitive agreements for sustainable aviation fuel and other low-carbon fuel opportunities, but any specific projects or investments remain subject to due diligence, final contracts, internal approvals and required regulatory or permitting approvals. This update is provided alongside an ongoing proposed business combination between DevvStream and Southern, for which a Form S-4 registration statement and proxy statement/prospectus will be filed with the SEC.

DevvStream Corp. has entered into an Agreement and Plan of Merger with Southern Energy Renewables Inc. and a newly formed DevvStream subsidiary as part of a proposed business combination. In parallel, DevvStream, Southern and XCF Global, Inc. signed a non-binding memorandum of understanding to explore a strategic collaboration on an integrated low-carbon fuels platform focused on sustainable aviation fuel (SAF).

The parties plan to evaluate a unified commercial platform that would bundle fuel supply, logistics and environmental-attribute value, potentially including a HEFA-based “Gen 1” SAF facility in Louisiana alongside Southern’s biomass-based “Gen 2” gasification project. DevvStream is expected to lead generation, verification and monetization of related environmental assets, including carbon credits and renewable energy certificates. The combination will be submitted to DevvStream stockholders through a proxy statement/prospectus on Form S-4 to be filed with the SEC, and all projects remain subject to definitive agreements and required approvals.

DevvStream Corp. reports a net loss of $521,546 for the three months ended October 31, 2025, compared with a loss of $4,056,434 a year earlier. Revenue was only $1,100, with a small negative gross profit, while operating expenses of about $1.79 million kept the business firmly in the red. Basic and diluted loss per share was $0.14, versus $3.48 in the prior-year period.

Total assets were $8,837,561 and total liabilities $28,170,589, leaving a shareholders’ deficit of $19,333,028. Cash and restricted cash fell from $9,851,111 to $2,099,076 during the quarter, driven by $3,037,822 of operating cash outflows and $5,125,000 used to buy Bitcoin and Solana under a new $10,000,000 Crypto Strategy Convertible Debt. DevvStream now holds cryptocurrencies valued at $4,715,853, all pledged as collateral. Convertible debentures carry a balance of $13,244,818, and management discloses that recurring losses, limited revenue and financing needs "raise substantial doubt" about the company’s ability to continue as a going concern. The company also relies on a Helena equity line of up to $300,000,000, from which $4,084,681 has been drawn through issuing 1,145,700 shares.

DevvStream Corp. has an effective shelf prospectus covering the resale of up to 26,419,091 common shares, and is updating it with details of a planned merger and financing. The company signed an Agreement and Plan of Merger with Southern Energy Renewables Inc., under which DevvStream will first domesticate from Alberta to Delaware and then merge a DevvStream subsidiary into Southern so Southern becomes a wholly owned subsidiary. DevvStream will issue post‑domestication common shares to Southern’s shareholders, with closing subject to shareholder approvals, regulatory clearances, Nasdaq listing of the new shares, and Southern maintaining at least $10,000,000 of assets.

Alongside the merger, DevvStream entered into a $2,000,000 PIPE with Southern’s shareholder for 128,370 shares at $15.58 per share, and expects to use the net proceeds for general corporate purposes and merger and domestication costs, including up to $350,000 for Southern’s expenses. DevvStream agreed to register the resale of the PIPE shares and certain merger shares after closing or termination, and put in place support and lock-up agreements, termination fees based on 3.1% of its share value in some failure scenarios, and expense reimbursement tied to shareholder votes.