Devvstream Corp SEC Filings

DevvStream Corp. reports that the Prior Merger Agreement dated December 3, 2025 has been terminated after the expiration of the Fairness Opinion Termination Rights following receipt of the DevvStream and Company fairness opinions. The Business Combination Agreement (BCA) entered on April 13, 2026 remains in effect and the Transactions contemplated by the BCA remain subject to customary closing conditions and other terms in the BCA. The filing cautions there can be no assurance the closing conditions will be satisfied or waived and reiterates forward-looking targets including $1.0 billion annualized blended fuel revenues and minimum annualized EBITDA of $100 million, an authorization goal for up to $400 million of bonds by Southern, and an objective to create a $3.0 billion combined enterprise.

DevvStream Corp. has confirmed that its earlier Agreement and Plan of Merger with Southern Energy Renewables automatically terminated after both DevvStream and company fairness opinions were received, leaving no liability or ongoing obligations for any party. The company is now focused on a broader business combination under an existing Business Combination Agreement with XCF Global and Southern, which remains in place but is subject to customary closing conditions and multiple termination events. The filing highlights forward-looking targets, including potential annualized blended fuel product revenues in excess of $1.0 billion, minimum annualized EBITDA of $100 million, possible authorization for Southern to issue up to $400 million of bonds, and a joint objective of creating a $3.0 billion combined enterprise, while stressing significant regulatory, financing, execution, valuation, and Nasdaq listing risks and warning there is no assurance the transaction will close or that these objectives will be achieved.

DevvStream Corp. amendment to a Schedule 13G/A states that Helena Global Investment Opportunities 1 Ltd. reports 0 common shares beneficially owned, representing 0% of the class. The filing lists Helena's principal place of organization as the Cayman Islands and restates the "Ownership of 5 Percent or Less of a Class" status.

DevvStream Corp. entered into a Securities Purchase Agreement with Helena Partners Inc. for a private placement of pre-funded warrants. The Company sold 250,025 Pre-Funded Warrants at $0.9999 each, for aggregate gross proceeds of $250,000.

Each warrant is immediately exercisable, has no expiration date, and carries a nominal exercise price of $0.0001 per warrant share, payable in cash or via cashless exercise. Exercise is limited so that Helena Partners’ beneficial ownership of DevvStream common shares does not exceed 4.99%, or at its election up to 9.99%, after exercise.

The transaction relied on the Section 4(a)(2) and Rule 506(b) exemptions from registration, with Helena Partners represented as an accredited investor. DevvStream intends to use the net proceeds for general working capital and has agreed to include the warrant shares for resale in its next registration statement filed after the offering’s closing.

DevvStream Corp. Schedule 13G: Focus Impact Partners, LLC and related reporting persons disclose beneficial ownership of 2,526,405 common shares, listed as 19.0%. Shares outstanding are shown as 251,936,209 as of 03/13/2026. The filing notes two FIP managers and contains disclaimers by Mr. Thorn and Mr. Stanton.

Up to 114,968,270 common shares are covered by this Prospectus Supplement No. 19 filed April 14, 2026, amending the Company’s March 12, 2025 prospectus. DevvStream Corp. has executed a definitive Business Combination Agreement with XCF Global, Inc. and Southern Energy Renewables Inc. to effect a domestication and two related mergers that would make Southern and DevvStream wholly owned subsidiaries of XCF, subject to customary closing conditions and multiple specified conditions including regulatory approvals, stockholder approvals, receipt of a Company and XCF Fairness Opinion, and completion of a planned Domestication of DevvStream.

The BCA requires specific deal conditions such as Southern obtaining authorization to issue up to $400,000,000 of state-supported bonds, Southern’s unrestricted cash plus Plant Conversion Funding totaling at least $10,000,000, and XCF achieving annualized blended fuel product gross revenue in excess of $1,000,000,000 and annualized EBITDA of at least $100,000,000 by June 30, 2026. The agreement includes Support & Lock-Up Agreements, potential termination fees (e.g., $510,000 payable by the Company in certain circumstances), and provisions to convert outstanding DevvStream equity awards and convertible notes into equivalent Company securities on an adjusted-per-share basis. The Registration Statement on Form S-4 (including proxy statements/prospectus) will be prepared and filed by XCF and the parties will convene special shareholder meetings to vote on the Transactions.

DevvStream Corp. entered into a definitive Business Combination Agreement with XCF Global, Inc. and Southern Energy Renewables Inc. to merge Southern and DevvStream into XCF through newly-formed merger subsidiaries, subject to customary closing conditions and shareholder approvals.

The agreement conditions include state bond authorization for Southern of at least $400,000,000, Southern-related Plant Conversion Funding and an aggregate cash threshold of at least $10,000,000 prior to the Effective Time, and XCF achieving annualized blended fuel product revenue of more than $1,000,000,000 and annualized EBITDA of at least $100,000,000 by June 30, 2026. Support & Lock-Up Agreements among core securityholders lock votes to approve the Transactions, and specified termination fees and expense allocations are set forth in the BCA.

DevvStream Corp. has signed a definitive Business Combination Agreement with XCF Global and Southern Energy Renewables to form an integrated low‑carbon energy platform focused on sustainable aviation fuel, green methanol and environmental-attribute monetization. DevvStream and Southern will become wholly owned subsidiaries of XCF, with post-closing ownership expected at 66.7% for existing XCF holders, 23.3% for Southern holders and 10.0% for DevvStream holders.

Closing is subject to extensive conditions, including shareholder approvals, SEC and stock exchange clearances, completion of a plant conversion, Southern bond authorizations of at least $400,000,000, minimum Southern liquidity of $10,000,000 and business milestones such as targeted annualized blended-fuel revenues above $1,000,000,000 and EBITDA of at least $100,000,000. The agreement includes mutual termination rights, termination fees and support and lock-up agreements that secure key shareholder votes, but there is no assurance the transaction will be completed.

DevvStream Corp. reports that Nasdaq has notified the company it is no longer in compliance with Nasdaq Listing Rule 5450(a)(1), which requires a minimum bid price of $1.00 per share. The company’s common shares closed below this level for 30 consecutive business days from February 23, 2026 to April 6, 2026.

Because DevvStream previously completed a reverse stock split within the past year, Nasdaq rules do not allow an automatic grace period. The company plans to request a hearing before a Nasdaq Hearings Panel, which will temporarily prevent suspension or delisting while the panel reviews the case. DevvStream cautions that there is no assurance it will regain compliance or maintain its Nasdaq listing.