DevvStream Corp. SEC Filings

DevvStream Corp. reports that Helena Global Investment Opportunities 1 Ltd. disclosed ownership of 1,270,810 common shares, representing 9.59% of the outstanding common stock.

The filing states the share count is based on 13,246,840 shares outstanding as of March 17, 2026. Helena Global is organized in the Cayman Islands and reports sole voting and sole dispositive power over these shares.

DevvStream Corp. reports a six‑month net loss of $3.9M on minimal revenue of $8.1K, while explicitly raising “substantial doubt” about its ability to continue as a going concern. Cash was $815.7K with an additional $1.28M restricted, against total liabilities of $26.6M and a shareholders’ deficit of $19.3M as of January 31, 2026. The company carries $13.2M in convertible debentures (face value $14.0M) and relies heavily on structured financings, including a Helena equity line of credit expanded to $300M and a $10M “Crypto Strategy” note that required deploying most proceeds into cryptocurrencies. Crypto holdings totaled $3.05M, generating staking income but also a fair value loss of $2.1M in the period. Management highlights ongoing losses, negative cash flows, limited revenues and dependence on external capital, while also disclosing a De‑SPAC history, complex related‑party debt restructurings, and pending merger and PIPE arrangements that may reshape the capital structure.

DevvStream Corp. has been granted more time by Nasdaq to fix its listing deficiency. Nasdaq’s Listing Qualifications Staff approved the company’s plan and extended the deadline to May 18, 2026 to regain compliance with Listing Rule 5550(b), which requires certain minimum equity, market value, or net income levels.

The company’s common shares will continue trading on the Nasdaq Capital Market under the symbol DEVS for now, and the extension and current non-compliance do not immediately affect trading. However, there is no assurance the company will successfully regain or maintain compliance with Nasdaq’s continued listing standards.

DevvStream Corp. received an amended Schedule 13G showing that Wolverine Asset Management, LLC and related reporting persons hold a minority position in its common shares. They report beneficial ownership of 210,577 common shares, equal to 4.81% of DevvStream’s outstanding shares, as of a total of 4,380,012 shares outstanding on December 15, 2025. The filing states that Wolverine Asset Management, Wolverine Holdings, and individuals Christopher L. Gust and Robert R. Bellick share voting and dispositive power over these shares, with no sole authority for any one reporting person. The group certifies the position is held in the ordinary course of business and not for the purpose of changing or influencing control of DevvStream.

DevvStream Corp. outlines a new term sheet with Southern Energy Renewables and Frontline BioEnergy to advance a biomass‑to‑jet fuels platform in Louisiana. The collaboration centers on expanding Frontline’s Iowa demonstration site with pilot units to produce bio‑methanol and convert it into sustainable aviation fuel and other hydrocarbons.

Southern expects to fund up to $2.05 million for design, construction, and commissioning of the new pilot units, which it expects to own, while Frontline is expected to perform most engineering and fabrication. DevvStream is expected to act as exclusive manager of carbon credits and environmental assets for Southern’s commercial projects, while XCF Global contributes downstream fuels and offtake expertise. The work is intended to support a previously announced binding term sheet for a potential three‑party merger among DevvStream, Southern, and XCF, which remains subject to definitive agreements and extensive closing conditions.

DevvStream Corp. entered into a binding term sheet with XCF Global and Southern Energy Renewables for a proposed three‑party merger that would make DevvStream and Southern wholly owned subsidiaries of XCF. After closing, current XCF stockholders are expected to hold about 66.67% of XCF, Southern stockholders about 23.33%, and DevvStream stockholders about 10%.

Separately, XCF agreed to raise $10 million for converting and building out its New Rise Reno facility for sustainable aviation fuel blending and related corporate purposes, funded through share issuances to EEME Energy SPV I LLC, subject to a share cap and funding schedule. The transaction is subject to extensive closing conditions, including completion of the plant conversion, achievement of specified revenue and EBITDA thresholds, Southern’s authorization to issue at least $400 million of bonds, effectiveness of an S‑4 registration statement, shareholder approvals, and stock exchange listings, and may be terminated if due diligence or competing offers lead boards to change course.

DevvStream Corp. entered into a binding term sheet with XCF Global, Southern Energy Renewables, and EEME Energy SPV I for a proposed multi-party business combination and related financing. The structure contemplated would see DevvStream and Southern merge with wholly owned subsidiaries of XCF, receive XCF Class A common stock, and become XCF subsidiaries, subject to definitive agreements and numerous closing conditions.

To support the transaction, XCF agreed to raise and invest $10 million for conversion of its New Rise Reno facility for sustainable aviation fuel blending and related corporate purposes, funded through sales of XCF common stock to EEME under a share cap and funding schedule. The term sheet defines a post-closing XCF board with four XCF designees, two Southern designees, and one DevvStream designee and includes interim covenants such as restrictions on reverse stock splits without EEME consent and prohibitions on certain share sales for naked short coverage. The parties highlight extensive risks, emphasize that many terms remain subject to negotiation, and caution that there is no assurance the transaction or its targeted outcomes will be completed.

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.