DevvStream, XCF Global, and Southern Energy Renewables Confirm Three-Party Business Combination Remains on Track
Parties Clarify That the Business Combination Agreement Remains in Full Force and Effect; Form S-4 Registration Statement Expected to Be Filed in the Coming Weeks
DevvStream Corp. (NASDAQ: DEVS) ("DevvStream" or the "Company"), XCF Global, Inc. (NASDAQ: SAFX) ("XCF"), and Southern Energy Renewables Inc. ("Southern") (together, the "Parties") wish to clarify recent media coverage that mischaracterized a current report on Form 8-K filed by DevvStream with the U.S. Securities and Exchange Commission (the "SEC") on May 18, 2026 (the "8-K").
The 8-K reported, among other things, that DevvStream had received fairness opinions in connection with the proposed three-party business combination and that the original Agreement and Plan of Merger between DevvStream and Southern, dated December 3, 2025 (the "Prior Merger Agreement"), had automatically terminated. As disclosed in the 8-K, the Prior Merger Agreement survived the execution of the Business Combination Agreement (the "BCA"), entered into on April 13, 2026 by and among DevvStream, XCF, and Southern. However, the BCA expressly provided that, upon expiration of the Fairness Opinion Termination Rights set forth in the BCA -- which occurred upon receipt of the required fairness opinions by DevvStream and XCF-- the Prior Merger Agreement would automatically terminate without any liability or ongoing obligation to any party. The Parties have confirmed that this automatic termination has occurred in accordance with the terms of the BCA. The termination of the Prior Merger Agreement was a mechanical contractual step required under the BCA framework, not a decision by any party to withdraw from the proposed combination.
