DevvStream Corp. Amends Business Combination Agreement with XCF Global

What Happened
DevvStream Corp. (DEVSF) filed an 8-K on September 14, 2026 reporting Amendment No. 1 to the April 13, 2026 Business Combination Agreement (BCA) among XCF Global, DevvStream, Southern Energy and related merger subsidiaries. The board approved the Amendment and the Special Committee unanimously recommends shareholders vote “FOR” the merger and related proposals. DevvStream also postponed its virtual Special Meeting from September 10 to September 17, 2026 (record date remains July 29, 2026) to allow shareholders time to review the Amendment and supplemental proxy materials.

Key Details

• Merger consideration reallocated: Southern consideration shares set to ~28.75% of pre-closing XCF Global shares (Southern holders ≈20% post-close, down from ≈23.3%); DevvStream consideration shares set to ~14.99% (DevvStream holders ≈10.43% post-close, up from ≈10.0%); existing XCF holders ≈69.57% (up from ≈66.7%).
• Several closing conditions removed, including: $10.0M minimum Southern capitalization requirement; Southern’s investment-bank/bond sale condition; XCF Global $1.0B revenue / $100M EBITDA run-rate condition; Nasdaq Sweden listing requirement; and HSR Act clearance requirement.
• GL Investment condition: Amendment effectiveness conditioned on a concurrent $1,000,000 GL investment via XCF Global’s warrant program (warrants exercisable at $2.50/share as previously announced).
• Post-closing funding commitments: EEME and GL must fund an aggregate minimum of $4,373,000 (plus a defined Shortfall Amount) within 3 months after closing and use commercially reasonable efforts to fund an additional aggregate $50,000,000 within 12 months (funding may come from EEME, GL, or both, and via warrants or other agreed financing).

Why It Matters
The Amendment shifts the ownership split among XCF Global, Southern Energy and DevvStream shareholders and removes several pre-closing performance and listing conditions that could have blocked or delayed the deal—potentially making closing easier. However, the parties now rely more on post-closing cash commitments from EEME and GL (including a required $1.0M concurrent investment and up to $50M target funding), which are contractual but subject to the Amendment’s terms and timing. Shareholders should review the updated joint proxy statement/prospectus and supplemental materials (filed with the SEC) before voting, since these changes affect post-closing ownership, funding expectations, and closing risk.