DevvStream Corp. 8-K

What Happened
DevvStream Corp. (filed May 18, 2026) announced that the December 3, 2025 Agreement and Plan of Merger (the "Prior Merger Agreement") among DevvStream, Southern Energy Renewables Inc. ("Southern") and merger subsidiaries has been terminated. The parties agreed the Prior Merger Agreement automatically terminated when the Fairness Opinion Termination Rights expired following receipt of the DevvStream and Company fairness opinions. The Business Combination Agreement (BCA) dated April 13, 2026 among DevvStream, XCF Global, Inc. ("XCF") and Southern remains in effect and continues to govern the proposed transactions, but the transactions under the BCA are still subject to customary closing conditions and may not close.

Key Details

• Prior Merger Agreement entered Dec 3, 2025; parties agreed it terminated with no liability after receipt of required fairness opinions.
• Business Combination Agreement executed Apr 13, 2026 remains effective; closing still subject to customary conditions and termination provisions.
• XCF will file an S-4 containing the proxy statements/prospectus; stockholder votes and regulatory filings are pending.
• Financial targets and financing items disclosed in the filing include aims of >$1.0B annualized blended fuel product revenues, minimum annualized EBITDA of $100M, and Southern potentially issuing up to $400M of state-supported bonds.

Why It Matters
For investors, this simplifies the contractual picture by removing the earlier merger agreement, but it does not guarantee the new business combination will close. The BCA remains binding yet conditional — completion depends on regulatory approvals, financing, shareholder votes and other customary closing conditions. The filing also highlights material targets and financing plans (revenue/EBITDA goals and up to $400M in bonds) and notifies investors that XCF will circulate formal proxy/prospectus materials (S-4) before any vote. Investors should review the upcoming proxy statement/prospectus and company filings for details and risks before making decisions.