DevvStream (NASDAQ: DEVS) settles Helena note dispute and backs merger
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
DevvStream Corp. has entered into a Settlement Agreement with Helena Global Investment Opportunities 1 Ltd. to resolve disputes over its senior secured Convertible Promissory Note with an original principal of $10,000,000. The company will honor Helena’s conversion notices totaling $295,000 in principal, with shares to be delivered by the morning of June 8, 2026, and the parties agreed to value digital asset collateral in a BitGo custodial account at $2,600,000, applied against the note. After these adjustments, the remaining amount owing under the note is $1,000,000, which remains convertible at the Event of Default Discount Price. Helena accepted a leak-out restriction limiting sales of conversion shares to 10% of average daily trading volume and exchanged mutual releases with DevvStream. Helena also irrevocably consented to the proposed business combination involving DevvStream, XCF Global, Inc. and Southern Energy Renewables, Inc., and permanently waived certain termination rights, supporting the planned merger process.
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Insights
DevvStream restructures disputed note, fixes remaining debt at $1M.
The Settlement Agreement with Helena clarifies obligations under the senior secured Convertible Promissory Note. By crediting $2,600,000 of digital asset collateral and honoring $295,000 of conversions, the parties fix the remaining balance at $1,000,000, still convertible at the Event of Default Discount Price.
A 10% average daily volume leak-out cap moderates potential near-term share sales from conversions, which may help manage trading impact. Mutual releases reduce litigation risk related to prior disputes, while customary default and remedy provisions outline future enforcement mechanisms if either party breaches the settlement.
Helena’s irrevocable consent to the business combination with XCF Global and Southern Energy Renewables, and its permanent waiver of certain termination rights, provide clearer creditor alignment with that transaction. Subsequent disclosures about the S-4 registration statement and proxy materials are expected to detail how this capital structure fits into the combined company’s profile.
8-K Event Classification
Item 1.01 — Entry into a Material Definitive Agreement
1 item
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.
Key Figures
Original note principal: $10,000,000
Asserted mandatory default amount: approximately $4,500,000
Principal under honored conversions: $295,000
+3 more
6 metrics
Original note principal
$10,000,000
Senior secured Convertible Promissory Note dated July 18, 2025
Asserted mandatory default amount
approximately $4,500,000
Amount Helena claimed after Notice of Exclusive Control on May 28, 2026
Principal under honored conversions
$295,000
Aggregate principal for conversion notices dated June 1 and June 4, 2026
Agreed collateral value
$2,600,000
Digital asset collateral in BitGo custodial account applied against obligations
Remaining Debt
$1,000,000
Outstanding amount under the note after conversions and collateral credit
Leak-out cap
10% of average daily trading volume
Limit on Helena’s sales of DevvStream conversion shares over prior ten trading days
Key Terms
Convertible Promissory Note, digital asset collateral, Leak-Out Restriction, Business Combination Agreement, +2 more
6 terms
Convertible Promissory Note financial
"the holder of the Company’s senior secured Convertible Promissory Note dated July 18, 2025 in the original principal amount of $10,000,000"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
digital asset collateral financial
"the treatment of digital asset collateral held in a BitGo custodial account"
Leak-Out Restriction financial
"Leak-Out Restriction. Helena has agreed that sales of shares received upon conversion"
Business Combination Agreement financial
"the proposed business combination among the Company, XCF Global, Inc. and Southern Energy Renewables, Inc. pursuant to the Business Combination Agreement dated April 13, 2026"
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.
Proxy Statements/Prospectus regulatory
"a registration statement on Form S-4 that will contain preliminary proxy statements of the Company and XCF that also constitutes a prospectus of XCF (the “Proxy Statements/Prospectus”)"
A proxy statement is a legally required document that tells shareholders what will be voted on at a company meeting — like a meeting agenda with background information on board nominees, executive pay and major proposals — so investors can make informed voting decisions. A prospectus is a required disclosure for a securities sale that lays out the company’s business, finances, risks and terms of the offering — like an instruction manual and risk checklist for anyone thinking of buying the stock or bonds. Both matter because they reveal key facts and risks investors need before voting or investing.
mutual releases financial
"The parties have exchanged mutual releases of all claims arising out of or relating to the Transaction Documents"
A mutual release is a legal agreement in which two parties agree to give up any present or future claims against each other arising from a specified matter, effectively ending disputes and preventing new lawsuits on those issues. For investors, mutual releases matter because they remove or limit potential liabilities and uncertainty—like both sides agreeing to drop their complaints and walk away—which can affect a company’s legal exposure, financial reserves, and perceived risk.
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 8, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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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. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 8, 2026, DevvStream Corp. (the “Company”) entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with 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”).
As previously disclosed in the Company’s Current Report on Form 8-K filed on June 3, 2026, on May 28, 2026, Helena delivered a Notice of Exclusive
Control asserting an event of default under the Note and claiming an asserted mandatory default amount of approximately $4.5 million. Disputes arose between the parties regarding the total amount outstanding, the treatment of digital asset
collateral held in a BitGo custodial account, and the Company’s obligation to honor certain conversion notices.
The Settlement Agreement resolves all disputes between the parties on the following principal terms:
Conversion Share Delivery. The Company has agreed to honor
Helena’s outstanding conversion notices dated June 1, 2026 and June 4, 2026 in the aggregate amount of $295,000 in principal, with shares to be delivered no later than 10:00 AM Eastern Time on June 8, 2026.
Collateral Credit. The parties have agreed to credit the value
of the digital asset collateral held in the BitGo custodial account at $2,600,000 (the “Agreed Collateral Value”), which amount has been applied against the outstanding obligations under the Note. Helena retains possession and control of the
collateral.
Remaining Debt. After giving effect to the conversion share
delivery and the application of the Agreed Collateral Value, the parties have agreed that the remaining outstanding amount owing under the Note is $1,000,000 (the “Remaining Debt”). The Remaining Debt remains convertible by Helena at the Event of
Default Discount Price in accordance with the terms of the Note.
Leak-Out Restriction. Helena has agreed that sales of shares
received upon conversion of the Note will not exceed 10% of the average daily trading volume of the Company’s common shares over the ten Trading Days immediately preceding each sale.
Mutual Release. The parties have exchanged mutual releases of
all claims arising out of or relating to the Transaction Documents and the disputes, subject to carve-outs for obligations arising under the Settlement Agreement and the Company’s continuing obligations with respect to the Remaining Debt.
Merger Consent and Section 13 Waiver. Helena has irrevocably
consented to the proposed business combination among the Company, XCF Global, Inc. and Southern Energy Renewables, Inc. pursuant to the Business Combination Agreement dated April 13, 2026, and has permanently waived any right to terminate such
consent under Section 13 of the Consent and Waiver Agreement dated April 10, 2026 between Helena and the Company. The merger consent and Section 13 waiver survive any default by the Company under the Settlement Agreement.
Default and Remedies. The Settlement Agreement contains
customary default and remedy provisions for both parties, including cure periods for curable breaches and reciprocal remedies for material breaches by either party.
Additional Information and Where to Find It
In connection with the proposed business combination transaction among XCF Global, Inc. (“XCF”), DevvStream Corp. (the “Company”) and Southern Energy Renewables, Inc.
(“Southern”), XCF will prepare and file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that will contain preliminary proxy statements of the Company and XCF that also
constitutes a prospectus of XCF (the “Proxy Statements/Prospectus”). A definitive proxy statement is expected to be mailed to stockholders of the Company and XCF as of a record date to be established for voting on the proposed business combination
transaction and other matters as described in the Proxy Statements/Prospectus. The Company, XCF and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This
communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that the Company and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection
with the proposed transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY
STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
DevvStream’s investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings
containing important information about DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) XCF will
be available free of charge under the tab “Financials” on the “Investors” page of XCF’s website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting XCF’s Investor Relations Department at safx@xcf.global
and (ii) DevvStream will be available free of charge under the tab “Financials” on the “Investor Relations” page of DevvStream’s website at www.devvstream.com/investors/ or by contacting DevvStream’s Investor Relations Department at ir@devvstream.com.
Participants in the Solicitation
DevvStream, Southern, XCF and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the
solicitation of proxies from DevvStream’s and XCF’s stockholders in connection with the proposed transaction. Information regarding directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, filed with the SEC on
October 31, 2025, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and in other documents subsequently filed with the SEC and (ii) DevvStream is contained in DevvStream’s proxy statement for
its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025 and in other documents subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct
or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy
any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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.
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Dated: June 8, 2026
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DEVVSTREAM CORP.
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By:
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/s/ Sunny Trinh
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Name:
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Sunny Trinh
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Title:
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Chief Executive Officer
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FAQ
What did DevvStream Corp. (DEVS) agree with Helena regarding the $10 million note?
DevvStream and Helena settled disputes over a senior secured $10,000,000 Convertible Promissory Note. They applied $2,600,000 of digital asset collateral and honored $295,000 of conversion notices, leaving a defined $1,000,000 remaining balance that stays convertible under the note’s Event of Default Discount Price.
How much debt remains outstanding for DevvStream Corp. (DEVS) under the Helena note?
After applying agreed conversions and collateral, DevvStream and Helena set the remaining outstanding amount under the note at $1,000,000. This Remaining Debt continues to be convertible by Helena at the Event of Default Discount Price, under the original note’s terms and the new Settlement Agreement.
How are DevvStream’s digital assets treated in the Helena Settlement Agreement?
The parties agreed to value the digital asset collateral in a BitGo custodial account at $2,600,000. This Agreed Collateral Value was applied against obligations under the Convertible Promissory Note, reducing the outstanding balance while Helena retains possession and control of the collateral under the settlement terms.
How does the Helena settlement affect DevvStream’s planned merger with XCF and Southern?
Helena irrevocably consented to the proposed business combination among DevvStream, XCF Global, Inc. and Southern Energy Renewables, Inc. It also permanently waived certain termination rights under a prior consent agreement, with this merger consent and waiver surviving any default under the Settlement Agreement, supporting deal continuity.
Where can DevvStream (DEVS) investors find documents on the proposed XCF business combination?
Investors can access the Form S-4 registration statement and Proxy Statements/Prospectus on the SEC’s website at www.sec.gov. Additional materials will appear in the Financials section of XCF’s investor relations site and DevvStream’s investor relations page at www.devvstream.com/investors when filed.