DevvStream agrees to three-way merger with XCF Global and Southern Energy Renewables

DevvStream signed a definitive merger agreement on April 13, 2026, with XCF Global and Southern Energy Renewables. The transaction will result in both DevvStream and Southern becoming wholly-owned subsidiaries of XCF through separate merger transactions. DevvStream will first domesticate from Alberta to Delaware, then merge into XCF's subsidiary, with DevvStream shareholders receiving XCF common stock based on a per-share consideration ratio.

DevvStream faces a $510,000 termination fee if it backs out to pursue a superior offer or changes its board recommendation. XCF faces a $510,000 fee to DevvStream and $1,190,000 to Southern under similar circumstances. These fees are designed to discourage parties from abandoning the deal, though they are relatively modest compared to typical M&A transactions.

Core shareholders of both DevvStream and XCF have signed voting agreements that effectively guarantee shareholder approval of the merger. These shareholders control enough votes to approve the transaction, removing one major source of deal uncertainty. They have also agreed to lock-up restrictions on transferring their shares.

The merger must close within 10 months of April 13, 2026 (by February 2027), with a possible 30-day extension by mutual agreement. If the deal does not close by this outside date, any party can terminate the agreement. Given the complex closing conditions including bond issuance and revenue targets, this timeline creates meaningful execution pressure.

DevvStream executed a business combination agreement (BCA) with XCF and Southern. The transaction contemplates creating a combined enterprise with parties aiming for a $3.0 billion valuation, though this is stated as an objective that may never be achieved. The deal requires regulatory approvals, stockholder votes, and satisfaction of various closing conditions including plant conversion completion and achievement of specified financial milestones.

XCF currently faces non-compliance with Nasdaq's $1.00 minimum bid price requirement and must regain compliance within applicable cure periods to avoid delisting. This poses execution risk to the proposed transaction.

The transaction requires XCF to file an S-4 registration statement containing proxy statements for both companies' stockholders. Stockholder votes from both DevvStream and XCF will be required to approve the business combination, along with regulatory and stock exchange approvals.

The $3.0 billion combined enterprise valuation is explicitly characterized as an aspirational objective that has not been achieved in the past and may never be achieved in the future, representing significant uncertainty around the transaction's ultimate value creation.

DevvStream entered into a business combination agreement on April 13, 2026, involving XCF Global, Inc. and Southern Energy Renewables Inc., along with two merger subsidiaries. This represents a significant corporate transaction that will likely result in a merger or acquisition involving multiple parties. The agreement includes support and lock-up agreements from all three entities, suggesting coordinated shareholder commitments to complete the transaction.

Three separate support and lock-up agreements were executed in connection with the business combination, covering shareholders of XCF Global, DevvStream, and Southern Energy Renewables. These agreements typically restrict shareholders from selling their shares for a specified period and commit them to support the transaction, which helps ensure deal completion and post-merger stability.