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DevvStream (OTCPK: DEVSF) cancels $2.89M carbon credit deal with Karbon-X

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Aggregate purchase price USD $2,892,000 Total value of C-Sink Credits under terminated Purchase Agreement
Per-unit carbon credit price USD $120.00 per unit Price for C-Sink Credits in the Purchase Agreement
Consideration shares 444,923 common shares DevvStream shares agreed as consideration to Karbon-X
Deemed share price USD $6.50 per share Valuation for DevvStream consideration shares
Termination Agreement date July 7, 2026 Date Mutual Termination Agreement between DevvStream and Karbon-X was signed
Mutual Termination Agreement regulatory
"entered into a Mutual Termination Agreement (the “Termination Agreement”), pursuant to which the parties mutually agreed"
Carbon Credit Forward Purchase Agreement financial
"terminate the Carbon Credit Forward Purchase Agreement, dated October 28, 2024 (the “Purchase Agreement”)"
C-Sink Credits financial
"CDR Global Artisan C-Sink or Industrial C-Sink verified greenhouse gas offset or carbon credits (the “C-Sink Credits”)"
verified greenhouse gas offset financial
"Industrial C-Sink verified greenhouse gas offset or carbon credits (the “C-Sink Credits”)"
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FAQ

What did DevvStream Corp. (DEVSF) announce in this Form 8-K?
DevvStream Corp. and Karbon-X Corp. mutually terminated their Carbon Credit Forward Purchase Agreement. The original deal covered carbon credits worth USD $2,892,000, and the termination removes all future obligations and liabilities for both parties without any penalties.

How large was the canceled carbon credit transaction for DevvStream (DEVSF)?
The canceled transaction involved C-Sink carbon credits with an aggregate purchase price of USD $2,892,000 at USD $120.00 per unit. This amount represented the total value DevvStream had agreed to pay Karbon-X under the now-terminated Carbon Credit Forward Purchase Agreement.

How many DevvStream (DEVSF) shares were tied to the terminated agreement?
DevvStream had agreed to issue 444,923 common shares as consideration to Karbon-X, at a deemed price of USD $6.50 per share. Because the agreement was terminated before performance, these shares were not issued under this arrangement.

Were there any penalties from terminating DevvStream’s agreement with Karbon-X?
The parties agreed to terminate the Purchase Agreement with no penalty to either side. The termination eliminates any and all further obligations or liabilities under the original carbon credit purchase deal between DevvStream and Karbon-X.

Had DevvStream (DEVSF) or Karbon-X started performing under the Purchase Agreement?
As of the date of the Mutual Termination Agreement, neither DevvStream nor Karbon-X had performed any obligations. This clean non-performance allowed the companies to mutually cancel the agreement without penalties or remaining contractual commitments.

What type of credits were involved in DevvStream’s terminated deal?
The agreement covered CDR Global Artisan C-Sink or Industrial C-Sink verified greenhouse gas offset or carbon credits, referred to as C-Sink Credits. These credits were to be delivered by Karbon-X to DevvStream under the now-terminated Purchase Agreement.
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): July 7, 2026

DEVVSTREAM CORP.
(Exact name of registrant as specified in its charter)

Alberta, Canada
001-40977
86-2433757
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

2108 N St., Suite 4254
Sacramento, California
(Address of principal executive offices)
  
95816
(Zip Code)
(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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading
Symbol(s)
Name of each exchange on
which registered
Common shares
DEVSF
OTCPK

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. ☐

Item 1.02.
Termination of a Material Definitive Agreement.

On July 7, 2026, DevvStream Corp. (formerly known as DevvStream Holdings, Inc., “DevvStream” or the “Company”) and Karbon-X Corp. (“Karbon-X”) entered into a Mutual Termination Agreement (the “Termination Agreement”), pursuant to which the parties mutually agreed to terminate the Carbon Credit Forward Purchase Agreement, dated October 28, 2024 (the “Purchase Agreement”), by and between DevvStream and Karbon-X, in its entirety.
 
Under the Purchase Agreement, Karbon-X agreed to sell and deliver to DevvStream certain CDR Global Artisan C-Sink or Industrial C-Sink verified greenhouse gas offset or carbon credits (the “C-Sink Credits”) for an aggregate purchase price of USD $2,892,000 at USD $120.00 per unit. As consideration for the C-Sink Credits, DevvStream agreed to issue 444,923 common shares of DevvStream Corp. (the “Consideration Shares”) at a deemed price of USD $6.50 per share. As of the date of the Termination Agreement, neither DevvStream nor Karbon-X had performed any obligations under the Purchase Agreement. Accordingly, the parties mutually agreed to terminate the Purchase Agreement with no penalty to either party thereby eliminating any and all further obligations or liabilities under the Purchase Agreement.
 
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits:

Exhibit No.
  
Description
10.1
  
Mutual Termination Agreement, dated July 7, 2026, by and between DevvStream Holdings, Inc. and Karbon-X Corp.
104
  
Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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.

Dated:  July 9, 2026
  
 
DEVVSTREAM CORP.
   
 
By:
/s/ Sunny Trinh
 
Name:
Sunny Trinh
 
Title:
Chief Executive Officer


Source: View Original Filing on SEC EDGAR

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