DevvStream, XCF and Southern Energy Amend Three-Way Merger

DevvStream Corp., XCF Global, Inc., and Southern Energy Renewables Inc. have amended their multi-party business combination agreement, shifting pro forma ownership stakes, dropping major financial closing conditions, and tying the transaction's completion to fresh financing commitments, according to an Investing.com filing report.

Under the revised terms outlined in the SEC filing, former Southern Energy shareholders will hold approximately 20% of XCF Global common shares, down from the 23.3% stake agreed upon in previous iterations. Meanwhile, former DevvStream shareholders will see their share of the combined entity rise slightly to 10.43% from 10.0%, while existing XCF Global shareholders will control the lion's share at roughly 69.57%, up from 66.7%.

To facilitate the combination, the participating companies dismantled several strict closing hurdles. Deleted conditions include a requirement for Southern Energy to maintain a minimum of $10 million in unrestricted cash and funding, mandates to engage in a bond offering, and the previous target for XCF Global to achieve a $1 billion revenue run-rate alongside $100 million in EBITDA.

The amended agreement also scrapped requirements for foreign exchange listings on venues such as Nasdaq Sweden and the necessity for clearance under the Hart-Scott-Rodino Antitrust Improvements Act.

New Financing Commitments and Warrants

The effectiveness of the newly amended merger agreement is contingent upon immediate capital injections. GL PART SPV I, LLC has agreed to execute a $1 million investment in XCF Global through a dedicated warrant program.

In addition to the initial warrant investment, the transaction relies on substantial post-closing capital milestones:

• A funding commitment of at least $4.37 million to be delivered within three months following the transaction's close.
• An additional capital injection of $50 million within twelve months, backed by EEME Energy SPV I LLC and GL PART SPV I, LLC.

Shareholder Meeting Postponed

Concurrently with the structural revisions, DevvStream postponed its special meeting of shareholders from September 10 to September 17. The rescheduling gives investors time to review the amendment and supplemental proxy materials, though the voting record date remains fixed at July 29, 2026.

In the public markets, DevvStream Corp. (OTCPK:DEVSF) shares traded down 3.85% at $0.19, compared to a previous close of $0.20, according to Finnhub market data.