DevvStream Corp. 8-K

What Happened

• DevvStream Corp. announced on June 3, 2026 that it entered a binding term sheet with EEME Energy SPV I, LLC for a private placement of $6,000,000 of Series A Non‑Redeemable Convertible Preferred Stock, with $1.5M already funded and the balance to close at one or more later dates. Approximately $5.0M of net proceeds are intended to fund the Company’s investment in Southern Energy Renewables, Inc.; $1.0M is for general working capital.
• Separately, on May 28, 2026 DevvStream received a Notice of Exclusive Control from Helena Global Investment Opportunities 1 Ltd., the holder of a senior secured convertible note (original principal $10.0M, dated July 18, 2025), asserting an Event of Default for failure to secure an effective S‑1 registration and claiming an asserted mandatory default amount of about $4.5M. Helena instructed BitGo to take control of custodial crypto collateral and to liquidate assets.

Key Details

• Term Sheet (June 3, 2026): $6,000,000 aggregate investment; Series A is perpetual, non‑redeemable, senior to common stock, convertible into common (conversion price tied to VWAP of XCF or Company shares depending on Business Combination Agreement outcomes); dividends non‑cumulative and subject to board declaration; $1.5M already funded.
• Use of proceeds: $5.0M toward equity/debt investment in Southern Energy Renewables (to help satisfy Southern’s capital commitment under the April 13, 2026 Business Combination Agreement); $1.0M for working capital.
• Creditor notice (May 28, 2026): Helena alleges a default and claims ~ $4.5M due; instructed BitGo to remove Company approver and liquidate custodial collateral (approx. 22.23 BTC, ~12,610 SOL, and ~$79,990 cash), with the Notice valuing those assets at ~ $2.8M.
• Company response: DevvStream is reviewing Helena’s calculations, disputes certain claimed amounts, and is evaluating consensual resolution options while preserving defenses; no assurance the matters will be resolved favorably or quickly.

Why It Matters

• Financing impact: The $6M term sheet, if completed, would provide immediate capital and fund the Company’s planned investment in Southern Energy Renewables, but it is subject to definitive agreements and closing conditions and could dilute common shareholders if converted into equity.
• Credit and liquidity risk: Helena’s control notice and potential liquidation of crypto collateral could accelerate a claimed debt obligation, reduce available digital‑asset reserves, and create cash shortfalls or legal disputes. The custodial assets referenced are estimated below Helena’s claimed amount, and DevvStream disputes aspects of the claim.
• Investor takeaway: These are material corporate events—one potentially positive financing route and one potential creditor dispute with immediate operational and liquidity implications. Both items are unresolved and may materially affect capital structure, dilution, and short‑term liquidity depending on negotiation outcomes and definitive agreements.