Devvstream Corp SEC Filings

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.

DevvStream Corp. has filed a resale registration covering up to 1,295,001 common shares that may be issued to Helena Global Investment Opportunities 1 Ltd. upon conversion of a $10 million senior secured convertible note. These shares are being registered for Helena’s account; DevvStream will not receive proceeds from their resale. As context, DevvStream reports 3,841,642 common shares outstanding as of the date of the prospectus.

DevvStream is a capex‑light environmental asset company focused on carbon credits and I‑RECs, using blockchain only to track project data, not to issue credits or crypto tokens. The company has also adopted a digital asset treasury strategy, planning to allocate most proceeds from up to $300,000,000 in Helena senior secured convertible notes into Bitcoin, Solana and DevvE, custodied with BitGo. An expanded equity line of credit with Helena of up to $300,000,000 provides additional potential funding.

The Helena notes are senior secured against substantially all assets, including digital assets, and are convertible at a floating discount with a floor price. Large potential share issuance from the notes and equity line, combined with crypto‑linked treasury exposure, could create meaningful dilution and share‑price volatility alongside added financing flexibility.

DevvStream Corp. has a prospectus supplement covering up to 26,419,091 common shares, updating its existing S-1 prospectus with new information. The update incorporates a recent Form 8-K disclosing that Nasdaq notified the company it no longer meets continued listing standards, including the minimum net income requirement and alternative tests for market value of listed securities or stockholders’ equity. DevvStream has until January 2, 2026 to submit a plan to regain compliance and could receive up to 180 days from the notice date if Nasdaq accepts that plan. For now, the company’s common shares continue to trade on the Nasdaq Capital Market under the symbol DEVS, which closed at $1.39 on November 21, 2025.

DevvStream Corp. filed a prospectus supplement covering up to 114,968,270 common shares and updated investors with a recent Nasdaq compliance notice. On November 18, 2025, Nasdaq notified the company that its net income from continuing operations fell below the minimum requirement for continued listing and that it also does not meet the alternative standards for market value of listed securities or stockholders’ equity. DevvStream has until January 2, 2026 to submit a plan to regain compliance, after which Nasdaq may grant up to 180 days from the notice date to show it meets the listing standards or move toward delisting. The notice does not immediately affect trading, and the stock continues to trade on the Nasdaq Capital Market under the symbol DEVS.