DevvStream lender seizes $2.8M crypto collateral claiming default; company disputes $4.5M demand

On June 3, 2026, DevvStream Corp. (the "Company") entered into a binding term sheet (the "Term Sheet") with EEME Energy SPV I, LLC (the "Investor") for a private placement of the Company's Series A Non-Redeemable Convertible Preferred Stock (the "Series A Preferred Stock") in an aggregate investment amount of $6,000,000 (the "Transaction").

As of the date of the Term Sheet, the Investor has funded an aggregate of $1.5 million to the Company, which amount has been applied toward the aggregate purchase price of the Series A Preferred Stock. The balance of the $6,000,000 investment amount remains to be funded at one or more subsequent closings on mutually agreed dates.

The Series A Preferred Stock is convertible at the holder's option at any time into common stock at a conversion price based on the earlier of (a) the five-day volume-weighted average price of XCF Global, Inc. ("XCF") common stock during the five trading days immediately following the closing of the transactions contemplated by the Business Combination Agreement dated April 13, 2026 (the "BCA") among XCF, the Company, Southern, and certain merger subsidiaries, or (b) the five-day volume-weighted average price of the Company's common shares during the five trading days immediately following the termination of the BCA

Dividends. Non-cumulative; payable only if, when, and as declared by the Company's board of directors; payable in cash or common stock at the Company's election. The dividend rate will be determined in definitive documentation.

The Term Sheet is binding upon the parties. Each party has agreed to use commercially reasonable efforts, in good faith, to complete due diligence, negotiate and execute definitive documentation, and consummate the Transaction. The closing of the Transaction is subject to the negotiation and execution of definitive agreements and satisfaction of customary closing conditions. No assurance can be given that the Transaction will be consummated on the terms described above, or at all.

On May 28, 2026, DevvStream Corp. (the "Company") received a Notice of Exclusive Control (the "Notice") from Helena Global Investment Opportunities 1 Ltd. ("Helena"), the holder of the Company's senior secured convertible promissory note dated July 18, 2025, in the original principal amount of $10,000,000 (the "Note"). The Notice was delivered to BitGo Trust Company, Inc. ("BitGo"), the custodian of certain digital asset collateral, pursuant to Section 3 of the Account Control Agreement dated July 18, 2025 (the "ACA") among the Company, Helena, BitGo Prime LLC and BitGo.

Helena has claimed that an asserted mandatory default amount of approximately $4.5 million is payable, consisting of remaining principal, asserted default interest, asserted registration rights liquidated damages, and asserted interest on unpaid liquidated damages. The Company is reviewing Helena's calculations and the validity and enforceability of the asserted claim, including whether certain amounts included in Helena's calculation are properly owing under the transaction documents.

The Company is evaluating potential resolution alternatives, including a consensual resolution of the asserted obligations, while preserving all rights, remedies and defenses available to the Company under the transaction documents and applicable law. The Company disputes certain components of the asserted mandatory default amount. No assurance can be given as to the timing or outcome of this matter.