DevvStream Corp. 8K

Amendment No. 1 to the Business Combination Agreement among XCF Global, DevvStream, and Southern revises post-merger ownership allocations, relaxes certain closing and regulatory conditions, and adds a mandatory $1 million GL investment plus substantial post-closing funding commitments from EEME and GL as conditions to completing the business combination.

On September 14, 2026, XCF Global, Inc., DevvStream Corp., Southern Energy Renewables Inc., their respective merger subsidiaries, and financing parties EEME Energy SPV I LLC and GL PART SPV I, LLC entered into Amendment No. 1 to their April 13, 2026 Business Combination Agreement to revise consideration terms, closing conditions, and funding arrangements for the planned mergers in which Southern and DevvStream will become wholly owned subsidiaries of XCF Global. The amendment resets the equity consideration so that immediately after closing approximately 69.57% of XCF Global’s common shares will be held by existing XCF shareholders, 20.00% by former Southern shareholders, and 10.43% by former DevvStream shareholders, modifies or removes several closing conditions (including deleting the minimum Southern capitalization and company revenue/EBITDA conditions, revising the Southern bond issuance condition, limiting stock exchange approvals to Nasdaq, and removing HSR Act-related requirements), and conditions both the amendment’s effectiveness and the parties’ obligation to close on GL’s concurrent $1,000,000 investment in XCF Global through its warrant program. The amendment also establishes binding post-closing funding commitments under which EEME and GL must provide or arrange at least $4,373,000 plus any calculated Shortfall Amount and use commercially reasonable efforts to provide an additional $50,000,000 of funding to XCF Global within specified 3‑ and 12‑month funding periods, with these obligations surviving closing until satisfied or the funding period expires.

Filing Facts

CIK

1854480

Ticker

-

Form

8K

Source Type

sec

Accession

0001140361-26-036511

Alert Tier

7