DevvStream Signs Definitive Three-Way Merger Agreement to Form New Energy Platform

summarizeSummary

DevvStream Corp. has entered into a definitive three-way merger agreement with XCF Global and Southern Energy Renewables, aiming to create a new energy transition platform and address DevvStream's financial challenges.

check_boxKey Events

• Definitive Three-Way Merger Agreement

  DevvStream Corp. has signed a definitive Business Combination Agreement (BCA) with XCF Global, Inc. and Southern Energy Renewables Inc., forming a new energy transition platform. This follows a previously disclosed transaction term sheet from January 26, 2026.

• New Ownership Structure

  Post-merger, DevvStream will domesticate to Delaware, then XCF will acquire 100% of both DevvStream and Southern through merger subsidiaries. Existing DevvStream shareholders will own approximately 10.0% of the combined company, while Southern shareholders will own 23.3%, and existing XCF shareholders 66.7%.

• Capital & Operational Milestones

  XCF is investing $10 million into its New Rise Reno facility for Sustainable Aviation Fuel (SAF) production. This funding includes $3.8 million already provided and a remaining $6.2 million to be funded via XCF common shares to EEME, subject to a 19.99% shareholder approval cap. Southern is also expected to pursue a $400 million bond offering for infrastructure expansion. The combined entity targets annualized fuel-related revenues exceeding $1 billion and minimum annualized EBITDA of $100 million.

• Critical Approvals Required

  The transaction is contingent on customary closing conditions, including shareholder approvals from both DevvStream and XCF, SEC registration statement effectiveness (Form S-4), Nasdaq listing approval, and the achievement of specified financing and commercial milestones.

auto_awesomeAnalysis

This definitive business combination agreement is a critical development for DevvStream, which has been facing a Nasdaq delisting notice and a going concern warning. The merger with XCF Global and Southern Energy Renewables aims to create a larger, integrated energy transition platform, providing a potential path to financial stability and growth. While the transaction is subject to significant closing conditions, including shareholder and regulatory approvals and the achievement of ambitious financial milestones for the combined entity, the agreement itself represents a crucial step towards resolving DevvStream's current distress. The planned capital formation and operational targets indicate a strategic pivot and a substantial effort to scale operations within the sustainable aviation fuel and green methanol sectors.