DevvStream Corp. has entered into Amendment No. 1 to its previously announced Business Combination Agreement with XCF Global, Inc. and Southern Energy Renewables Inc. The agreement, dated as of April 13, 2026, was amended on September 14, 2026, and involves XCF Global, DevvStream, Southern Energy, and their respective subsidiaries. The amendment modifies the terms of the merger consideration and removes several conditions precedent to closing the transaction.
The amendment adjusts the ownership percentages of the parties following the mergers. As amended, former holders of Southern Energy shares will own approximately 20% of XCF Global Common Shares, while former holders of DevvStream shares will own approximately 10.43%. XCF Global’s existing stockholders will own approximately 69.57% of the shares immediately following the effective time of the mergers.
Several closing conditions under the original agreement have been deleted or modified. These include the requirement that Southern Energy have at least $10 million in unrestricted cash and cash equivalents, the requirement that Southern Energy complete an engagement with an investment bank for a bond offering, and the requirement that XCF Global achieve a gross revenue run-rate of $1 billion and annualized EBITDA of $100 million. Additionally, the requirement for approval by the HSR Act and listing on Nasdaq Sweden has been removed.
The effectiveness of the amendment is conditioned on the closing of a $1,000,000 investment by GL in XCF Global via its warrant program. Furthermore, EEME and GL have committed to providing post-closing funding to XCF Global. Within three months of the closing, each entity must provide cash proceeds of at least $4,373,000 plus a Shortfall Amount. Within twelve months, they must use commercially reasonable efforts to provide an additional aggregate amount of not less than $50,000,000.
DevvStream has postponed its Special Meeting of Shareholders, originally scheduled for September 10, 2026, to September 17, 2026, at 10:00 a.m. Eastern Time. The meeting will be held virtually. The postponement was made to allow shareholders additional time to review the amendment and supplemental proxy materials. DevvStream’s Board of Directors has approved the amendment and determined it to be in the best interest of the company.
