DevvStream signs definitive merger with XCF Global and Southern Energy; conditions include $1B revenue target

DevvStream Corp.

Three-way merger: DevvStream and Southern become wholly-owned subsidiaries of XCF; DevvStream shareholders receive XCF shares.
Closing requires XCF to achieve >$1B annualized revenue and $100M EBITDA by June 30, 2026.
Southern must secure Louisiana approval for at least $400M in bonds and engage an investment bank.
Support & lock-up agreements ensure shareholder approval from core holders of both DevvStream and XCF.
Termination fees: $510K payable by DevvStream to XCF (or by XCF to DevvStream and Southern) under certain conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DevvStream Corp. entered into Business Combination Agreement with XCF Global, Inc. valued at Definitive Business Combination Agreement for a merger among DevvStream Corp., XCF Global, Inc., Sou (effective 2026-04-13).

Action: entry
Agreement: merger
Counterparty: XCF Global, Inc.
Value: Definitive Business Combination Agreement for a merger among DevvStream Corp., XCF Global, Inc., Sou
Effective: 2026-04-13

Exact text from the filing

on April 13, 2026, the Company entered into a definitive Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “BCA” and the transactions contemplated thereby, collectively, the “Transactions”), by and among the Company, XCF, Southern, DevvStream Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of XCF (“DevvStream Merger Sub”), and Southern Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of XCF (“Southern Merger Sub”).

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DevvStream Corp. filing history →

Source: SEC EDGAR

accession 0001140361-26-014502

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