DevvStream gets $6M preferred deal, faces note dispute

Q: How will DevvStream (DEVS) use the $6,000,000 preferred equity proceeds?

DevvStream plans to use $5,000,000 of net proceeds to invest in Southern Energy Renewables, Inc. related to a Business Combination Agreement with XCF Global, Inc. The remaining $1,000,000 is earmarked for the company’s general working capital needs.

Q: How much of the DevvStream (DEVS) preferred investment has been funded so far?

As of the term sheet date, the investor has funded $1.5 million toward the $6,000,000 Series A Preferred Stock purchase price. The remaining amount will be funded at one or more subsequent closings on mutually agreed dates, subject to definitive agreements and conditions.

Q: What is the nature of the default-related notice Helena sent to DevvStream (DEVS)?

Helena delivered a Notice of Exclusive Control related to a senior secured convertible note, asserting an Event of Default tied to the timing of a resale registration statement’s effectiveness. Helena claims an approximate mandatory default amount of $4.5 million, which DevvStream is reviewing and partly disputes.

DevvStream Corp. entered a binding term sheet for a private placement of $6,000,000 of Series A Non-Redeemable Convertible Preferred Stock.

Filing Impact

(Very High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

DevvStream Corp. entered a binding term sheet for a private placement of $6,000,000 of Series A Non-Redeemable Convertible Preferred Stock. The security is perpetual, senior to common stock, and intended to qualify as permanent equity under U.S. GAAP.

Of the proceeds, $5,000,000 are earmarked for an investment in Southern Energy Renewables, Inc. in connection with a Business Combination Agreement with XCF Global, Inc., and $1,000,000 for working capital. The investor has already funded $1.5 million toward the purchase price, with the balance to follow at later closings, subject to definitive documentation and customary conditions.

Separately, Helena Global Investment Opportunities 1 Ltd. delivered a Notice of Exclusive Control relating to a $10,000,000 senior secured convertible promissory note, asserting an Event of Default tied to registration effectiveness and claiming an approximate mandatory default amount of $4.5 million. Helena has directed control and liquidation of digital asset collateral valued at about $2.8 million, including Bitcoin, Solana and cash. The company is reviewing the claim and disputes certain components.

Positive

$6,000,000 preferred equity commitment via a perpetual, non-redeemable convertible Series A issue intended to qualify as permanent equity under U.S. GAAP, providing a structured source of capital that is senior to common shares but junior to debt.
Targeted strategic use of proceeds, with $5,000,000 allocated to invest in Southern Energy Renewables, Inc. in connection with a Business Combination Agreement with XCF Global, Inc., and $1,000,000 designated for general working capital.

Negative

Contested default under $10,000,000 senior secured note, with Helena asserting an Event of Default tied to registration effectiveness and claiming an approximate mandatory default amount of $4.5 million, which the company is reviewing and partly disputing.
Control and liquidation of digital asset collateral, as Helena issued a Notice of Exclusive Control directing the custodian to remove the company as an approver and liquidate collateral valued at about $2.8 million, to be applied against amounts Helena claims are owing.

Insights

DevvStream adds $6M equity but faces contested default on $10M note.

The company agreed to a $6,000,000 private placement of perpetual, non-redeemable convertible preferred stock, structured to qualify as equity under U.S. GAAP. Most proceeds are directed to Southern Energy Renewables, Inc. in support of a Business Combination Agreement with XCF Global, Inc.

Only $1.5 million has been funded so far, with remaining amounts contingent on definitive documentation and future closings. This staged funding introduces execution dependence on completing legal work and meeting customary closing conditions before the full capital becomes available.

On the liability side, Helena, holder of a senior secured convertible note originally sized at $10,000,000, has asserted an Event of Default linked to the timing of a resale registration statement’s effectiveness and claimed an approximate mandatory default amount of $4.5 million. Helena has instructed the custodian to control and liquidate digital assets valued at about $2.8 million, potentially reducing available collateral. The company disputes certain components and is pursuing a possible consensual resolution, so the ultimate financial impact will depend on how this disagreement over calculations and contract interpretation is resolved.

8-K Event Classification

2 items: 1.01, 2.04

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial

An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.

Key Figures

Preferred investment amount: $6,000,000 Southern investment allocation: $5,000,000 Working capital allocation: $1,000,000 +5 more

8 metrics

Preferred investment amount $6,000,000 Aggregate Series A Non-Redeemable Convertible Preferred Stock investment

Southern investment allocation $5,000,000 Net proceeds earmarked for Southern Energy Renewables, Inc.

Working capital allocation $1,000,000 Net proceeds allocated to DevvStream working capital

Initial preferred funding $1.5 million Amount already funded toward Series A Preferred purchase price

Senior secured note principal $10,000,000 Original principal amount of Helena senior secured convertible note

Asserted mandatory default amount approximately $4.5 million Amount Helena claims is payable under note and related documents

Collateral value approximately $2.8 million Approximate value of Bitcoin, Solana and cash in custodial account

Bitcoin collateral approximately 22.23 Bitcoin Digital asset held in custodial account securing Helena note

Key Terms

Series A Non-Redeemable Convertible Preferred Stock, Business Combination Agreement, Event of Default, Notice of Exclusive Control, +2 more

6 terms

Series A Non-Redeemable Convertible Preferred Stock financial

"for a private placement of the Company's Series A Non-Redeemable Convertible Preferred Stock"

Business Combination Agreement financial

"under the Business Combination Agreement among the Company, Southern, and XCF Global, Inc."

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Event of Default financial

"Helena asserted that an Event of Default had occurred and was continuing under the Note"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Notice of Exclusive Control financial

"received a Notice of Exclusive Control (the "Notice") from Helena"

senior secured convertible promissory note financial

"holder of the Company's senior secured convertible promissory note dated July 18, 2025"

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

Registration Rights Agreement financial

"the Registration Rights Agreement were previously filed as exhibits"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing agreement did DevvStream Corp. (DEVS) enter into on June 3, 2026?

DevvStream entered a binding term sheet for a private placement of $6,000,000 in Series A Non-Redeemable Convertible Preferred Stock. The preferred is perpetual, senior to common stock, and intended to qualify as permanent equity under U.S. GAAP, subject to definitive documentation and closings.

How will DevvStream (DEVS) use the $6,000,000 preferred equity proceeds?

DevvStream plans to use $5,000,000 of net proceeds to invest in Southern Energy Renewables, Inc. related to a Business Combination Agreement with XCF Global, Inc. The remaining $1,000,000 is earmarked for the company’s general working capital needs.

How much of the DevvStream (DEVS) preferred investment has been funded so far?

As of the term sheet date, the investor has funded $1.5 million toward the $6,000,000 Series A Preferred Stock purchase price. The remaining amount will be funded at one or more subsequent closings on mutually agreed dates, subject to definitive agreements and conditions.

What collateral is involved in the DevvStream (DEVS) dispute with Helena?

The notice covers digital assets in a custodial account: about 22.23 Bitcoin, approximately 12,610 Solana, and around $79,990 in U.S. dollars. Based on referenced market values, Helena indicated a total value of roughly $2.8 million applied against amounts it claims are owed.

How does the DevvStream (DEVS) preferred stock convert into common shares?

The Series A Preferred Stock is convertible at the holder’s option into common stock at a price based on a five-day volume-weighted average price of XCF or DevvStream shares, depending on whether the Business Combination Agreement closes or terminates, with automatic conversion only in defined circumstances.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 05:20 PM EDT

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): May 28, 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	DEVS	The Nasdaq Stock Market LLC

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 1.01. Entry into a Material Definitive Agreement.

On June 3, 2026, DevvStream Corp. (the "Company") entered into a binding term sheet (the "Term Sheet") with EEME Energy SPV I, LLC (the "Investor") for a private placement of the Company's Series A Non-Redeemable Convertible Preferred Stock (the "Series A Preferred Stock") in an aggregate investment amount of $6,000,000 (the "Transaction").

The Series A Preferred Stock is intended to qualify as permanent equity under U.S. GAAP. The principal terms of the Transaction are as follows:

Security. Series A Non-Redeemable Convertible Preferred Stock. The Series A Preferred Stock is perpetual, with no mandatory redemption, maturity date, sinking fund, or repurchase obligation.

Investment Amount. $6,000,000, to be funded at one or more closings on mutually agreed dates.

Ranking. Senior to common stock as to dividends and liquidation; junior to all indebtedness; pari passu with any future preferred stock not designated as senior. Non-participating.

Use of Proceeds. $5,000,000 of net proceeds will be used to fund the Company's investment in equity and/or debt securities of Southern Energy Renewables, Inc. ("Southern"), including capitalization of Southern or its subsidiaries and funding of project development expenditures. The investment is intended to partially satisfy Southern's minimum capital commitment requirement under the Business Combination Agreement among the Company, Southern, and XCF Global, Inc. The remaining $1,000,000 will be used for general working capital purposes of the Company.

Initial Funding. As of the date of the Term Sheet, the Investor has funded an aggregate of $1.5 million to the Company, which amount has been applied toward the aggregate purchase price of the Series A Preferred Stock. The balance of the $6,000,000 investment amount remains to be funded at one or more subsequent closings on mutually agreed dates.

Dividends. Non-cumulative; payable only if, when, and as declared by the Company's board of directors; payable in cash or common stock at the Company's election. The dividend rate will be determined in definitive documentation.

Conversion. The Series A Preferred Stock is convertible at the holder's option at any time into common stock at a conversion price based on the earlier of (a) the five-day volume-weighted average price of XCF Global, Inc. ("XCF") common stock during the five trading days immediately following the closing of the transactions contemplated by the Business Combination Agreement dated April 13, 2026 (the "BCA") among XCF, the Company, Southern, and certain merger subsidiaries, or (b) the five-day volume-weighted average price of the Company's common shares during the five trading days immediately following the termination of the BCA, in each case subject to customary adjustments as set forth in definitive documentation. Automatic conversion occurs only upon (i) the closing of a change of control transaction, including the BCA, or (ii) the approval of holders of a majority of the Series A Preferred Stock following the termination of the BCA. Settlement is solely in shares of the Company's common stock or, if the BCA is consummated, XCF common stock, at the Company's election.

Protective Provisions. The holder is entitled to vote only as a separate class on matters that adversely affect the rights, preferences, or privileges of the Series A Preferred Stock.

Issuer Call Right. The Company may have an optional right to repurchase the Series A Preferred Stock, structured to preserve equity classification under U.S. GAAP, with terms to be set in definitive documentation.

The Term Sheet is binding upon the parties. Each party has agreed to use commercially reasonable efforts, in good faith, to complete due diligence, negotiate and execute definitive documentation, and consummate the Transaction. The closing of the Transaction is subject to the negotiation and execution of definitive agreements and satisfaction of customary closing conditions. No assurance can be given that the Transaction will be consummated on the terms described above, or at all.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On May 28, 2026, DevvStream Corp. (the "Company") received a Notice of Exclusive Control (the "Notice") from Helena Global Investment Opportunities 1 Ltd. ("Helena"), the holder of the Company's senior secured convertible promissory note dated July 18, 2025, in the original principal amount of $10,000,000 (the "Note"). The Notice was delivered to BitGo Trust Company, Inc. ("BitGo"), the custodian of certain digital asset collateral, pursuant to Section 3 of the Account Control Agreement dated July 18, 2025 (the "ACA") among the Company, Helena, BitGo Prime LLC and BitGo.

In the Notice and accompanying correspondence, Helena asserted that an Event of Default had occurred and was continuing under the Note and related transaction documents based on the Company's alleged failure to cause the registration statement on Form S-1 covering the resale of shares issuable upon conversion of the Note to be declared effective by the Securities and Exchange Commission by the applicable deadline.

Helena has claimed that an asserted mandatory default amount of approximately $4.5 million is payable, consisting of remaining principal, asserted default interest, asserted registration rights liquidated damages, and asserted interest on unpaid liquidated damages. The Company is reviewing Helena's calculations and the validity and enforceability of the asserted claim, including whether certain amounts included in Helena's calculation are properly owing under the transaction documents.

Pursuant to the Notice, Helena has instructed BitGo to exercise certain control rights over the custodial account, including removing the Company as an approver on the custodial account, and liquidating Bitcoin and Solana collateral. Based on market values referenced in the Notice, the approximate value of the digital assets held in the custodial account, consisting of approximately 22.23 Bitcoin, approximately 12,610 Solana held custodially, and approximately $79,990 in U.S. dollars, was approximately $2.8 million, which is in excess of the remaining principal balance on the Note as calculated by management. Helena has indicated that such amounts would be applied against the amounts it claims are owing.

The Company is evaluating potential resolution alternatives, including a consensual resolution of the asserted obligations, while preserving all rights, remedies and defenses available to the Company under the transaction documents and applicable law. The Company disputes certain components of the asserted mandatory default amount. No assurance can be given as to the timing or outcome of this matter.

The Note, the Securities Purchase Agreement dated July 18, 2025, the ACA, and the Registration Rights Agreement were previously filed as exhibits to the Company's Current Report on Form 8-K filed on July 22, 2025 and are incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K (“Current Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Current Report. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.

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: June 3, 2026
	DEVVSTREAM CORP.

	By:	/s/ Sunny Trinh
	Name:	Sunny Trinh
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

DevvStream gets $6M preferred deal, faces note dispute