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XCF Global, DevvStream and Southern Energy plan to combine under an April 13, 2026 Business Combination Agreement. At closing, Southern Energy equity will convert into XCF Global Class A shares equal to 35% of shares outstanding immediately before the effective time, and DevvStream holders will receive XCF Global shares equal to 15% of that pre-closing share count, allocated per DevvStream share.
After completion, prior holders of Southern Energy, DevvStream and XCF Global are anticipated to own about 23.3%, 10.0% and 66.7%, respectively. XCF Global stockholders will vote on increasing authorized common stock from 500,000,000 to 1,700,000,000, approving a Nasdaq stock-issuance proposal, electing seven post-closing directors, and expanding the 2025 equity plan from 14,557,181 to 80,000,000 reserved shares.
DevvStream shareholders will vote on approving the merger, a Domestication to Delaware and a potential adjournment. Support & Lock-Up Agreements commit key holders of each company to vote in favor and impose post-closing transfer restrictions. The merger consideration’s value per share will fluctuate with XCF Global’s trading price; examples range from $2.74 to $0.53 for DevvStream and from $0.85 to $0.59 for Southern Energy at referenced dates.
DevvStream Corp. entered into a Mutual Termination Agreement with Karbon-X Corp. to cancel their prior Carbon Credit Forward Purchase Agreement dated October 28, 2024. That agreement covered CDR Global Artisan C-Sink or Industrial C-Sink carbon credits for an aggregate purchase price of USD $2,892,000 at USD $120.00 per unit.
As consideration, DevvStream had agreed to issue 444,923 common shares at a deemed price of USD $6.50 per share, but neither party had performed any obligations. The agreement was therefore terminated by mutual consent with no penalty to either party, eliminating all further obligations and liabilities under the original purchase arrangement.
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.