DevvStream Corp. 8-K

What Happened

• On January 26, 2026 DevvStream Corp. entered a binding term sheet with XCF Global, Southern Energy Renewables and EEME Energy SPV I LLC describing a proposed business combination and related financings. Under the proposal, DevvStream and Southern would each merge with XCF subsidiaries (with DevvStream and Southern surviving) and become wholly-owned subsidiaries of XCF, and their stockholders would receive XCF Class A common stock. XCF agreed, subject to conditions, to invest $10 million to convert and build out the New Rise Reno facility for sustainable aviation fuel (SAF) blending. The parties expect XCF to prepare an S-4/Proxy Statement/Prospectus for SEC filing if the transaction proceeds.

Key Details

• Term Sheet signed January 26, 2026; remains in effect up to 180 days or until definitive agreements, mutual termination, or other specified events.
• XCF committed to invest $10 million for the Plant Conversion (New Rise Reno) funded via a stock sale to EEME subject to a share cap and funding schedule.
• Post-close board expected to have 7 directors: 4 designated by XCF (including CEO Chris Cooper as chair), 2 by Southern, and 1 by DevvStream.
• The Term Sheet includes targets and risks disclosed as forward-looking items, including targeted annualized blended fuel revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million; Southern may seek authorization to issue up to $400 million of bonds; Nasdaq continued-listing and other approvals are possible closing conditions.

Why It Matters

• If completed, the deal would make DevvStream a subsidiary of XCF and change the equity holders’ exposure from DevvStream stock to XCF Class A shares, subject to dilution and new capital structure determined in definitive documents.
• The transaction is conditional and preliminary: the Term Sheet contains both binding and non-binding provisions, does not guarantee a closing, and depends on financing, regulatory approvals, due diligence and meeting specified operational and financial milestones.
• Retail investors should not assume the deal will close; review the forthcoming S-4/proxy materials when filed for full details, vote information and potential impacts on ownership, governance and financial forecasts.