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DevvStream (DEVS) secures $6M EEME financing tied to Southern Energy Renewables deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

DevvStream Corp. entered a Securities Purchase Agreement with EEME Energy SPV I, LLC and Southern Energy Renewables, Inc. for a $6,000,000 private placement linked to a planned business combination with Southern.

EEME will advance $5,000,000 to DevvStream, which will be passed to Southern in connection with the Business Combination Agreement. If that agreement is terminated before closing, DevvStream will instead issue 50,000 Series A Non-Voting Preferred Shares to EEME. EEME will also purchase $1,000,000 of DevvStream common shares at $0.28683 per share, resulting in 3,486,386 new common shares, with payment permitted in tranches through September 30, 2026. As of the agreement date, EEME had already advanced $1,500,000 to DevvStream, of which $1,499,800 was forwarded to Southern, and EEME agreed to vote its holdings in favor of the domestication and merger transactions described in the Business Combination Agreement.

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Insights

DevvStream structures a $6M private placement tied to its Southern Energy Renewables deal.

DevvStream arranged a $6,000,000 financing with EEME Energy SPV I, LLC to support a planned business combination with Southern Energy Renewables, Inc. Most of the capital, $5,000,000, is earmarked as an advance flowing through DevvStream to Southern.

The structure shifts depending on deal completion. If the Business Combination Agreement closes, EEME’s advance is treated as a direct investment into Southern for common stock. If the combination is terminated, DevvStream must issue 50,000 Series A Non-Voting Preferred Shares, which are senior in liquidation, non-convertible, and carry no dividends.

EEME will also buy common equity in DevvStream, committing $1,000,000 at $0.28683 per share (90% of a 15-day volume-weighted average price), creating 3,486,386 new shares. Funding can occur in tranches through September 30, 2026, and EEME has already advanced $1,500,000, nearly all of which has been forwarded to Southern. EEME’s agreement to support the domestication and merger votes adds contractual alignment around the transaction, while the remaining unfunded balance and deal-contingent terms leave execution dependent on closing the combination and future closings.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Total EEME Investment $6,000,000 Aggregate private placement commitment under Securities Purchase Agreement
Advance to Southern $5,000,000 Amount EEME advances via DevvStream to Southern for Business Combination
Common share purchase $1,000,000 EEME’s direct investment into DevvStream common shares
Share price $0.28683 per share 90% of 15-day volume-weighted average price for DevvStream shares
Shares issued 3,486,386 common shares Number of DevvStream shares to be issued to EEME
Advances already made $1,500,000 Total advanced by EEME to DevvStream as of SPA date
Forwarded to Southern $1,499,800 Portion of EEME advances already passed from DevvStream to Southern
Series A Preferred Shares 50,000 shares Contingent issue to EEME if Business Combination Agreement terminates
Securities Purchase Agreement financial
"the Company entered into a definitive Securities Purchase Agreement (the “SPA”) with EEME and Southern"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Business Combination Agreement financial
"business combination contemplated by that certain Business Combination Agreement (the “BCA”)"
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.
Series A Non-Voting Preferred Shares financial
"the Company will create and issue 50,000 Series A Non-Voting Preferred Shares to EEME"
volume-weighted average price financial
"at a price of $0.28683 per share (representing 90% of the 15-day volume-weighted average price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Domestication financial
"EEME has agreed to vote any securities it holds in favor of the Domestication"
Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

FAQ

What is DevvStream Corp. (DEVS) raising under the EEME Investment?
DevvStream is arranging a private placement of equity securities totaling $6,000,000 with EEME Energy SPV I, LLC. Of this, $5,000,000 backs its investment in Southern Energy Renewables, while $1,000,000 funds a direct common share purchase.

How will the $6,000,000 EEME Investment in DEVS be used?
DevvStream plans to use $5,000,000 of the proceeds to advance funds to Southern Energy Renewables for a planned business combination. The remaining $1,000,000 will be invested by EEME into DevvStream’s common shares, with prior disclosures noting working capital use.

What are the terms of EEME’s common share purchase in DevvStream (DEVS)?
EEME will purchase $1,000,000 of DevvStream common shares at $0.28683 per share, equal to 90% of a 15-day volume-weighted average price. This pricing results in the issuance of 3,486,386 new DevvStream common shares, payable in tranches through September 30, 2026.

What happens if DevvStream’s Business Combination Agreement with Southern is terminated?
If the Business Combination Agreement with Southern ends before closing, DevvStream will create and issue 50,000 Series A Non-Voting Preferred Shares to EEME. These preferred shares are non-voting, pay no preferred dividends, are not convertible, and rank senior to DevvStream’s common shares in liquidation.

How much has EEME already advanced to DevvStream (DEVS) and Southern?
As of the Securities Purchase Agreement date, EEME had advanced $1,500,000 to DevvStream. DevvStream then advanced $1,499,800 of that amount to Southern Energy Renewables, leaving the remaining commitment to be funded by September 30, 2026.

What voting commitments has EEME made regarding DevvStream’s transaction with Southern?
EEME agreed to vote any DevvStream securities it holds in favor of the Domestication and the DevvStream Merger described in the Business Combination Agreement. This voting support aligns EEME with completing the proposed combination and related corporate steps.

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

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Understanding 8-K Material Events →
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): June 30, 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 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Securities Purchase Agreement
 
As previously reported, on June 3, 2026, DevvStream Corp. (the “Company” or “DEVS”) entered into a binding term sheet (the “Term Sheet”) with EEME Energy SPV I, LLC (“EEME”), a Wyoming limited liability company and special purpose investment vehicle focused on investments in companies in the renewable fuels and energy sector, for a private placement of equity securities of the Company in an aggregate investment amount of $6,000,000 (the “EEME Investment”). As previously reported, $5,000,000 of net proceeds will be used to fund the Company’s investment in Southern Energy Renewables, Inc., a Louisiana corporation (“Southern”), and the remaining $1,000,000 is expected to be used by the Company for general working capital purposes.
 
On June 30, 2026, the Company entered into a definitive Securities Purchase Agreement (the “SPA”) with EEME and Southern, which is intended to supersede the Term Sheet and serves to modify the terms thereof. The material terms of the SPA are as follows:
 
Advance and Series A Non-Voting Preferred Shares.  Pursuant to the SPA, EEME will advance $5,000,000 to the Company, which the Company will in turn advance to Southern in support of the business combination contemplated by that certain Business Combination Agreement (the “BCA”) among XCF Global, Inc., a Delaware corporation, the Company, Southern, and certain merger subsidiaries dated effective as of  April 13, 2026. Upon the closing of the transactions contemplated by the BCA (the “Business Combination”), the advances from EEME to the Company will be deemed a direct advance by EEME to Southern in consideration of common stock issuance by Southern. In the event the BCA is terminated prior to closing, the Company will create and issue 50,000 Series A Non-Voting Preferred Shares to EEME. The Series A Non-Voting Preferred Shares are non-voting, carry no preferred dividends, are not convertible, and are senior to the Company’s common shares in liquidation.
 
Common Shares.  EEME will purchase $1,000,000 of the Company’s common shares at a price of $0.28683 per share (representing 90% of the 15-day volume-weighted average price of the Company’s shares preceding the agreement date), resulting in the issuance of 3,486,386 Common Shares (the “Shares”). Payment for the Shares may be made in tranches, with the balance due by September 30, 2026.
 
Voting Support.  EEME has agreed to vote any securities it holds in favor of the Domestication (as defined in the BCA) and the DevvStream Merger contemplated under the BCA.
 
As of the date of the SPA, EEME has advanced an aggregate of $1,500,000 to the Company, of which $1,499,800 has been advanced by the Company to Southern. The balance of the $6,000,000 EEME Investment remains to be funded at one or more subsequent closings on mutually agreed dates on or before September 30, 2026.
 
The foregoing description of the SPA and EEME Investment does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, 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
  
Securities Purchase Agreement, dated as of June 30, 2026, by and among DevvStream Corp., EEME Energy SPV I, LLC, and Southern Energy Renewables, Inc.
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 7, 2026
  
 
DEVVSTREAM CORP.
   
 
By:
/s/ Sunny Trinh
 
Name:
Sunny Trinh
 
Title:
Chief Executive Officer


Source: View Original Filing on SEC EDGAR

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