$DEVSF · DevvStream Corp.

DevvStream Corp. filed an 8-K disclosing Amendment No. 1 to its Business Combination Agreement with XCF Global and Southern Energy. The Amendment adjusts post-close ownership: DevvStream shareholders rise to 10.43% (from 10.0%), Southern Energy drops to 20% (from 23.3%), and XCF Global existing holders increase to 69.57% (from 66.7%). Several closing conditions were deleted, including a $10M minimum cash requirement, a $1B revenue run-rate condition, and Nasdaq Sweden listing. EEME and GL commit to fund $4.373M within 3 months post-close and use commercially reasonable efforts for an added $50

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The deletion of major financial closing conditions — including a $1B revenue threshold — materially weakens investor protections in a deal where post-close funding commitments are largely non-binding.

This three-way SPAC-style combination in renewable fuels/carbon credits mirrors the broader trend of de-SPAC and roll-up structures in the energy transition space, where closing conditions are frequently renegotiated as deadlines approach.

Deletion of the $1B revenue run-rate, $100M EBITDA, $10M minimum cash, and Nasdaq Sweden listing conditions removes significant investor protections. The $50M post-close funding is only a "commercially reasonable efforts" commitment, not a binding obligation. XCF Global faces Nasdaq delisting risk —