DevvStream Corp. 8-K

What Happened
DevvStream Corp. (DEVS) announced that on April 13, 2026 it entered into a definitive Business Combination Agreement (BCA) with XCF Global, Inc. (XCF) and Southern Energy Renewables Inc. (Southern) to combine the businesses (8‑K filed April 14, 2026). The transaction contemplates DevvStream and Southern each merging into newly formed XCF subsidiaries at the closing (the “Mergers”), DevvStream domesticating as a Delaware corporation before closing, and DevvStream shares converting into XCF common stock per the agreed consideration. XCF will prepare and file a Form S-4 registration statement / proxy statement and the parties will hold shareholder votes to approve the transaction.

Key Details

• Agreement signed April 13, 2026; 8‑K and press release furnished April 14, 2026.
• Outstanding DevvStream warrants, options, RSUs and convertible notes will be assumed and converted into equivalent XCF equity rights (adjusted by the per‑share consideration).
• Financing and milestone conditions include Southern obtaining authorization to issue at least $400 million of state-supported bonds, Plant Conversion Funding to occur, and at-closing cash (Southern’s unrestricted cash + funded Plant Conversion Funding) of at least $10 million.
• XCF performance targets in the BCA include annualized blended fuel product revenue > $1,000,000,000 and annualized EBITDA ≥ $100,000,000 by June 30, 2026 (closing is conditioned on meeting or waiving many conditions).
• Support & Lock-Up Agreements executed April 13, 2026 ensure core securityholders have agreed to vote in favor of the transaction; termination provisions include an Outside Date of 10 months (one 30‑day extension) and specified termination fees ($510,000 in some cases; XCF pays $510,000 to DevvStream and $1,190,000 to Southern in certain termination scenarios).

Why It Matters
This filing notifies investors that DevvStream has agreed to a structured merger into XCF that will change the company’s ownership and publicly traded equity (DevvStream shares will be exchanged for XCF shares if the deal closes). The transaction is subject to multiple closing conditions (shareholder approvals, regulatory and listing approvals, financing milestones and specified revenue/EBITDA targets) and therefore is not guaranteed to close. Retail investors should watch for the Form S-4/proxy mailing, shareholder votes, material financings (Southern’s bond approval and Plant Conversion Funding), and any updates on the key milestones and fairness opinions referenced in the agreement.