DevvStream Corp. (DEVSF) SEC Filings

DevvStream Corp. (DEVSF) reported the results of a Special Meeting of Shareholders held on September 17, 2026. Shareholders considered three proposals described in a definitive proxy statement filed on August 3, 2026. Of the 47,806,539 shares outstanding as of the record date, 35,930,618 shares, or 75.2%, were present virtually or by proxy, establishing a strong quorum.

Shareholders approved the Business Combination Agreement, the DevvStream merger and related transactions, with 35,908,077 votes for, 19,007 against and 3,534 abstentions. They also approved changing the Company’s jurisdiction of incorporation from Alberta, Canada to Delaware, with 35,903,044 votes for, 21,049 against and 6,525 abstentions. A proposal to permit adjournment of the meeting, if necessary, was likewise approved, with 35,762,366 votes for, 136,938 against and 31,314 abstentions.

DevvStream Corp. (DEVSF) announced Amendment No. 1 to its Business Combination Agreement with XCF Global, Inc. and Southern Energy Renewables Inc., revising the merger consideration so that post‑merger ownership percentages are adjusted among the parties. Certain closing conditions under the original agreement are deleted or modified.

The amendment is conditioned on a concurrent $1,000,000 investment by GL PART SPV I, LLC into XCF Global through its warrant program at an exercise price of $2.50 per share, and adds post‑closing funding commitments from EEME Energy SPV I LLC and GL to provide at least $4,373,000 plus a defined Shortfall Amount within three months of closing and to use commercially reasonable efforts to raise an additional $50,000,000 within twelve months of closing. DevvStream’s special shareholder meeting to vote on the transaction was postponed from September 10 to September 17, 2026 to allow more time to review these changes, and the board, following its special committee, continues to recommend voting in favor of the key merger and domestication proposals.

DevvStream Corp. (DEVSF) reports that its special meeting of shareholders tied to the proposed three‑party business combination among XCF Global Inc., DevvStream Corp. and Southern Energy Renewables Inc. under an April 13, 2026 Business Combination Agreement has been postponed to September 17, 2026 at 10:00 a.m. Eastern Time and will remain a virtual meeting.

The XCF Global special meeting has been rescheduled to September 24, 2026 at 11:00 a.m. Eastern Time, and the July 29, 2026 record date for both companies is unchanged. Previously submitted proxies remain valid and will be voted at the rescheduled meetings unless revoked. A Form S‑4 registration statement (No. 333‑296774) containing a joint proxy statement/prospectus for XCF Global and DevvStream is effective, and definitive materials have been mailed. Extensive forward‑looking statements outline risks that could affect completion, including plant conversion progress, authorization of up to $400 million of bonds for Southern Energy, XCF Global’s Nasdaq listing compliance, satisfaction of closing conditions and potential changes to structure, timing or terms.

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.