424B3 1 ef20070530_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3) and Rule 424(c)

Registration Statement No. 333-285728

April 14, 2026

PROSPECTUS SUPPLEMENT NO. 19

DEVVSTREAM CORP.

UP TO 114,968,270 COMMON SHARES

This prospectus supplement amends the prospectus dated March 12, 2025 (as supplemented to date, the “Prospectus”) of DevvStream Corp., a company existing under the Laws of the Province of Alberta, Canada (the “Company”), which forms a part of the Company’s Registration Statement on Form S-1 (No. 333-285728). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2026. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement.

Shares of our Common Shares are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “DEVS”. On April 13, 2026, the closing price of our Common Shares was $0.95.

Investing in the Company’s Common Shares involves risks. See “Risk Factors” beginning on page 9 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus.

Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 19 is April 14, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 13, 2026

DEVVSTREAM CORP.

(Exact name of registrant as specified in its charter)

Alberta, Canada	001-40977	86-2433757
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2108 N St., Suite 4254 Sacramento, California		95816
(Address of principal executive offices)		(Zip Code)

(647) 689-6041

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	DEVS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Transactions

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2026, DevvStream Corp., an Alberta corporation (the “Company”), entered into a transaction term sheet, dated January 26, 2026, with XCF Global, Inc., a Delaware corporation (“XCF”), and Southern Energy Renewables Inc., a Louisiana corporation (“Southern”), setting forth the principal terms and conditions of a proposed business combination.

Following the execution of the term sheet, on April 13, 2026, the Company entered into a definitive Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “BCA” and the transactions contemplated thereby, collectively, the “Transactions”), by and among the Company, XCF, Southern, DevvStream Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of XCF (“DevvStream Merger Sub”), and Southern Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of XCF (“Southern Merger Sub”). The terms of the Transactions, which contain customary representations and warranties, covenants and closing conditions, are summarized below. The Transactions remain subject to customary closing conditions as well as the other terms, closing conditions and termination events (including failure to timely receive the Company Fairness Opinion and the XCF Fairness Opinion) set forth in the BCA. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the BCA.

Structure of the Transactions

The Transactions are structured as follows:

(a)

prior to the Effective Time of the Mergers, the Company will migrate to and domesticate as a Delaware corporation (the “Domestication”);

(b)

at the Effective Time, Southern Merger Sub will merge with and into Southern with Southern surviving the merger as a wholly-owned subsidiary of XCF (the “Southern Merger”), pursuant to which existing equity in Southern will be exchanged for an aggregate number of XCF Common Shares equal to the Southern Consideration Shares; and

(a)

at the Effective Time, DevvStream Merger Sub will merge with and into DevvStream with DevvStream surviving the merger as a wholly-owned subsidiary of XCF (the “DevvStream Merger” and, together with the Southern Merger, the “Mergers”), pursuant to which each Company share issued and outstanding immediately prior to the Effective Time (and following the Domestication) will be automatically cancelled and extinguished and converted into the right to receive a number of shares of XCF Common Stock equal to the DevvStream Per Share Consideration.

Treatment of Company Equity Awards

Pursuant to the BCA, outstanding Company Warrants, Company Options, Company RSUs, and Company Convertible Notes will be assumed by XCF and automatically converted into equivalent rights exercisable for or convertible into XCF Common Shares, with the number of shares and exercise or conversion prices adjusted based on the Company Per Share Consideration.

Proxy Statement and Stockholder Meeting

As promptly as practicable after the execution of the BCA, XCF will prepare and file with the SEC a registration statement on Form S-4 (or other appropriate form) in connection with the registration under the Securities Act of the XCF Common Shares to be issued in the Mergers (the “Registration Statement”), which will also contain the proxy statement of XCF and a circular for the Company. The Company and XCF will convene special meetings of their respective shareholders to consider the Transactions.

Representations, Warranties and Covenants

The BCA contains customary representations and warranties of the Company, XCF, Southern, and the Merger Subs relating to, among other things, their ability and authority to enter into the BCA and their capitalization and operations. The parties have also agreed to customary covenants including, without limitation, the operation of their respective businesses during the interim period prior to Closing, requirements regarding alternative transaction proposals, and cooperation in preparing the Registration Statement and obtaining necessary regulatory approvals.

Conditions to Closing

General Conditions

The obligation of the parties to consummate the Mergers is conditioned on, among other things, the satisfaction or waiver of the following mutual conditions: (a) the stockholders of XCF have authorized and adopted the XCF Resolutions; (b) the shareholders of the Company have passed the DevvStream Resolutions; (c) the absence of any Law or Order that makes the Mergers or the Domestication illegal or otherwise prohibits or enjoins the parties from consummating the same; (d) the parties have received the requisite regulatory approvals; (e) the receipt of applicable stock exchange listing approvals; (f) the Registration Statement shall have been declared effective by the SEC and no stop order shall be in effect; (g) the actions required to establish the post-closing board of directors and executive officers have been taken; (h) the Domestication shall have been completed; and (i) if legally available, dissent rights have not been exercised with respect to more than 3% of the issued and outstanding XCF Common Stock or Company Shares. The approval of the Southern Shareholders is not a condition to consummate the Mergers because the Southern Shareholders authorized and approved the Mergers prior to Southern executing the BCA.

XCF Conditions to Closing

The obligations of XCF to consummate the Mergers are further conditioned on, among other things, the satisfaction or waiver by XCF of the following conditions: (a) the accuracy of the representations and warranties of Southern and DevvStream contained in the BCA (generally subject to certain customary materiality and Material Adverse Effect qualifiers); (b) the performance by Southern and the Company of their respective agreements and covenants, in all material respects, between signing and closing; (c) the absence of a Southern Material Adverse Effect or a Company Material Adverse Effect; (d) Southern shall have caused the Plant Conversion Funding to have occurred; (e) Southern shall have been approved by the State of Louisiana to issue bonds in an aggregate principal amount of at least $400,000,000, with related public announcements having occurred, and completed an engagement with an investment bank to sell the bond offering; (f) the aggregate amount of Southern’s unrestricted cash and cash equivalents plus all Plant Conversion Funding funded to XCF prior to the Effective Time shall equal at least $10,000,000; (g) EEME Energy SPV I LLC shall have beneficial ownership of at least a majority of the outstanding Southern Shares; (h) Southern shall have entered into the SAF Offtake Agreement and one or more European Offtake Agreements; and (i) delivery to XCF of customary officer certificates and FIRPTA tax certificates from Southern and the Company.

Southern Conditions to Closing

The obligations of Southern to consummate the Mergers are further conditioned on, among other things, the satisfaction or waiver by Southern of the following conditions: (a) the accuracy of the representations and warranties of XCF, the Merger Subs, and DevvStream contained in the BCA (generally subject to certain customary materiality and Material Adverse Effect qualifiers); (b) the performance by XCF, the Merger Subs, and the Company of their respective agreements and covenants, in all material respects, between signing and closing; (c) the absence of a Company Material Adverse Effect, Merger Sub Material Adverse Effect, or DevvStream Material Adverse Effect; (d) XCF shall have entered into the SAF Offtake Agreement and made a public announcement regarding its execution; and (e) delivery to Southern of customary officer certificates from the Company, the Merger Subs, and XCF.

Company Conditions to Closing

The obligations of the Company to consummate the Mergers are further conditioned on, among other things, the satisfaction or waiver by the Company of the following conditions: (a) the accuracy of the representations and warranties of XCF, the Merger Subs, and Southern contained in the BCA (generally subject to certain customary materiality and Material Adverse Effect qualifiers); (b) the performance by XCF, the Merger Subs, and Southern of their respective agreements and covenants, in all material respects, between signing and closing; (c) the absence of a Company Material Adverse Effect, Merger Sub Material Adverse Effect, or Southern Material Adverse Effect; (d) Southern shall have caused the Plant Conversion Funding to have occurred; (e) Southern shall have been approved by the State of Louisiana to issue bonds in an aggregate principal amount of at least $400,000,000, with related public announcements having occurred, and completed an engagement with an investment bank to sell the bond offering; (f) XCF and Southern shall have entered into the SAF Offtake Agreement; (g) Southern shall have entered into one or more European Offtake Agreements; (h) the gross revenue of XCF for its blended fuel product shall exceed $1,000,000,000 on an annualized, go-forward basis by June 30, 2026, and annualized EBITDA shall equal at least $100,000,000; (i) the aggregate amount of Southern’s unrestricted cash and cash equivalents plus certain previously funded cash shall equal at least $10,000,000; (j) EEME Energy SPV I LLC shall have beneficial ownership of at least a majority of the outstanding Southern Shares; and (k) delivery to the Company of customary officer certificates from XCF, the Merger Subs, and Southern.

There can be no assurances that the closing conditions will be achieved or waived.

Termination

Termination Generally

The BCA contains certain termination rights, including, among others:

•

termination by mutual written consent of Southern, XCF, and the Company;

•

termination by any of Southern, XCF, or the Company if: (a) the requisite XCF Shareholders fail to approve the XCF Resolutions; (b) the requisite Company Shareholders fail to pass the Company Resolutions; (c) Laws or Orders prohibit or enjoin the consummation of the Transactions that have become final and non-appealable; or (d) the Effective Time does not occur on or prior to the ten (10) month anniversary of the date of the BCA (the “Outside Date”), subject to a one-time thirty (30)-day extension upon mutual written agreement;

•

termination by XCF if: (a) Southern or the Company has an uncured material breach; (b) prior to the approval by the XCF Shareholders of the Mergers, XCF enters into a written agreement with respect to a Superior Proposal; (c) the Company’s Board changes its recommendation in certain circumstances; (d) there has been a Southern Material Adverse Effect or DevvStream Material Adverse Effect that is not or cannot be cured; or (e) the XCF Board and Special Committee do not receive the XCF Fairness Opinion within twenty (20) Business Days of the date of the BCA (provided the right is exercised within two Business Days after such period ends);

•

termination by Southern if: (a) the Company, XCF, or the Merger Subs have an uncured material breach; (b) the XCF Board changes its recommendation in certain circumstances; or (c) the the Company’s Board changes its recommendation in certain circumstances; and

•

termination by the Company if: (a) XCF, Southern, or the Merger Subs have an uncured material breach; (b) prior to the approval by the Company’ Shareholders of the Mergers, the Company enters into a written agreement with respect to a Superior Proposal; (c) the XCF Board changes its recommendation in certain circumstances; (d) there has been a XCF Material Adverse Effect or Southern Material Adverse Effect that is not or cannot be cured; or (e) the DevvStream Board and Special Committee do not receive the Company Fairness Opinion within twenty (20) Business Days of the date of the BCA (provided the right is exercised within two Business Days after such period ends).

Termination Fees

The Company will owe a termination fee of $510,000 to XCF if (a) XCF or Southern terminates the BCA due to the Company changing its board recommendation, (b) the Company terminates the BCA to enter into a Superior Proposal, or (c) within 12 months after termination of the BCA for certain reasons (such as a breach by the Company, failure to obtain DevvStream Shareholder Approval, or reaching the Outside Date), the Company consummates or enters into a definitive agreement for an Acquisition Proposal that was made known prior to termination.

XCF will owe a termination fee of $510,000 to the Company and $1,190,000 to Southern if (a) the Company or Southern terminates the BCA due to XCF changing its board recommendation, (b) XCF terminates the BCA to enter into a Superior Proposal, or (c) within 12 months after termination of the BCA for certain reasons (such as a breach by XCF, failure to obtain XCF Shareholder Approval, or reaching the Outside Date), XCF consummates or enters into a definitive agreement for an Acquisition Proposal that was made known prior to termination.

The Parties acknowledge that no termination fee shall be owed if either of XCF or the Company validly terminate the BCA due to the failure to the Company Fairness Opinion or the XCF Fairness Opinion, respectively, as provided in the BCA.

Fees and Expenses

Except as expressly provided in the BCA, each Party will bear its own expenses incurred in connection with the Transactions, whether or not the Transactions are consummated. However, if the BCA is terminated because the requisite Company Shareholder Approval is not obtained, the Company is required to reimburse XCF for reasonable, documented expenses up to $170,000. Conversely, if the BCA is terminated because the requisite XCF Shareholder Approval is not obtained, XCF is required to reimburse the Company for reasonable, documented expenses up to $170,000 and reimburse Southern for reasonable, documented expenses up to $397,000. Transfer Taxes incurred in connection with the Transactions will be paid equally by the Parties.

Support & Lock-Up Agreements

In connection with signing the BCA, (i) the Company, Southern, XCF, and the XCF Core Securityholders entered into a Company Support & Lock-Up Agreement, (ii) the Company, Southern, XCF, and the Company Core Securityholders entered into a Company Support & Lock-Up Agreement, and (iii) XCF, Southern, the Company, and the Southern Securityholders entered into a Southern Support & Lock-Up Agreement (collectively, the “Support & Lock-Up Agreements”), each dated April 13, 2026.

Pursuant to the Support & Lock-Up Agreements, the respective securityholders agreed to vote any covered shares held by them in favor of the Transactions and against any competing alternative transactions. Because the Company Core Securityholders and XCF Core Securityholders hold a sufficient number of voting shares to approve the Transactions on behalf of the Company and XCF, respectively, the requisite shareholder approvals for the Company and XCF are ensured, provided that such securityholders comply with their voting obligations under the Support & Lock-Up Agreements. Additionally, the securityholders agreed to certain transfer and lock-up restrictions, subject to customary exceptions for permitted transfers.

Asset Spin

Pursuant to the BCA, the Parties have agreed to use their commercially reasonable efforts to, if mutually desirable, agree on a reasonable structure to spin-out or sell a newly formed, publicly listed holding company shell of DevvStream immediately following the Effective Time on commercially reasonable terms so long as such transaction does not (i) result in any adverse economic, tax, or legal consequences to XCF or Southern, or (ii) cause any material delay in the consummation of the Transactions.

Item 7.01

Regulation FD Disclosure.

On April 14, 2026, the Company issued a press release announcing the execution of the BCA. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Additional Information and Where to Find It

In connection with the proposed transaction, among the Company, XCF, and Southern, XCF will prepare and file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that will contain preliminary proxy statements of the Company and XCF that also constitutes a prospectus (the “Proxy Statements/Prospectus”). A proxy statement is expected to be mailed to stockholders of the Company and XCF as of the record date to be established for voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. The Company, XCF, and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that the Company, DevvStream, and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY OR DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY THE COMPANY WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The Company’s investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about the Company, XCF, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) the Company will be available free of charge under the tab “Financials” on the “Investor Relations” page of DevvStream’s website at www.devvstream.com/investors/or by contacting DevvStream’s Investor Relations Department at ir@devvstream.com and (ii) XCF will be available free of charge under the tab “Financials” on the “Investor Relations” page of XCF’s website page of XCF’s website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting XCF’s Investor Relations Department at media@xcf.global.

Participants in the Solicitation

The Company, XCF, Southern, EEME and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Information regarding the directors and executive officers of (i) the Company is contained in the Company’s proxy statement for its 2025 annual meeting of shareholders, filed with the SEC on November 18, 2025 and (ii) XCF is contained in the XCF’s Current Report on Form 8-K/A, filed with the SEC on October 31, 2025, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and in other documents subsequently filed with the SEC.

Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that involve substantial risks and uncertainties, including statements regarding the proposed transactions contemplated by the business combination agreement, the anticipated structure, timing and conditions of the proposed transaction, the anticipated completion of the plant conversion, the achievement of specified financial and operational milestones (including annualized blended fuel product revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million), the anticipated issuance of state-supported bonds by Southern, the valuation the parties are aiming to achieve. All statements, other than statements of historical facts, are forward-looking statements, including: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “aim,” “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “plan,” “could,” “would,” “project,” “predict,” “continue,” “target,” or the negatives of these words or other similar terms or expressions that concern the Company’s, DevvStream’s, or Southern’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements. We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.

Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, regulatory and legal conditions; (2) the risk that the plant conversion is delayed, not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that XCF is unable to achieve the specified annualized revenue and EBITDA thresholds, which depend in significant part on XCF’s business performance, operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern does not receive authorization to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued at all; (5) the risk that XCF is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards, including regaining compliance with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained within applicable cure periods; (6) the inability to satisfy or waive the closing conditions contemplated by the business combination agreement; (7) the occurrence of events, changes or other circumstances that could give rise to the termination of the business combination agreement, or that could result in disputes or litigation relating to the interpretation, enforceability or performance of the binding provisions of the business combination agreement; (8) the outcome of any legal proceedings that may be instituted against the Company, XCF, Southern, EEME or their respective affiliates, which could be costly, time-consuming, divert management attention and adversely affect liquidity or financial condition; (9) uncertainty with respect to the scope, timing or completion of due diligence by any party and each party’s satisfaction therewith; (10) uncertainty regarding valuations, capital structure, financing arrangements, equity ownership, or the allocation of economic interests contemplated by the business combination agreement, including the risk that, in the event the Proposed Transaction closes, the parties may never achieve their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement only represents an objective that the parties intend to achieve on a future date and such objective has not in the past and may never in the future be achieved); (11) changes to the structure, timing or terms of any Proposed Transaction that may be required or deemed appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange requirements or regulatory guidance; (12) the risk that required regulatory, governmental, stock exchange or stockholder approvals are not obtained, are delayed or are subject to conditions that could adversely affect the parties or the expected benefits of any contemplated transaction; (13) the risk that the announcement of the business combination agreement or the pursuit of the contemplated transactions disrupts current plans, operations or relationships of the Company, XCF or Southern; (14) the risk that anticipated benefits of any contemplated transaction are not realized due to competition, execution challenges, market conditions, or the inability to grow and manage operations profitably; (15) costs, expenses and management distraction associated with the business combination agreement, negotiations, potential litigation and any contemplated transactions; (16) changes in applicable laws, regulations or enforcement priorities, including extensive regulation and compliance obligations applicable to the parties’ businesses; and (17) other economic, business, competitive, operational or financial factors beyond management’s control, including those described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the SEC, including the Company’s Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available on the Company’s website at www.devvstream.com/investors/ and the Company’s profile at www.sedarplus.ca.

Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.

Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. Neither the Company, XCF, Southern or EEME undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this Current Report on Form 8-K nor the continued availability of this Current Report on Form 8-K in archive form on the Company’s website at www.devvstream.com/investors/ or XCF’s website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
2.1*		Business Combination Agreement, dated as of April 13, 2026, by and among the Company, XCF Global, Inc., Southern Energy Renewables Inc., DevvStream Merger Sub Inc., and Southern Merger Sub Inc.
10.1		Form of XCF Support & Lock-Up Agreement.
10.2		Form of DevvStream Support & Lock-Up Agreement.
10.3		Form of Southern Support & Lock-Up Agreement
99.1		Press Release, dated April 14, 2026.
104		Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

* Certain schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules, annexes and exhibits to the U.S. Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 14, 2026
	DEVVSTREAM CORP.

	By:	/s/ Sunny Trinh
	Name:	Sunny Trinh
	Title:	Chief Executive Officer

Exhibit 2.1

Execution Version

BUSINESS COMBINATION AGREEMENT

by and among

XCF Global, Inc.

DevvStream Corp.,

Southern Energy Renewables Inc.,

DevvStream Merger Sub Inc.

and

Southern Merger Sub Inc.

Dated as of April 13, 2026

TABLE OF CONTENTS

			Page

ARTICLE I CLOSING			3
	1.1	Effective Date and Closing	3
	1.2	Exchange of Southern Securities	3
	1.3	Exchange of DevvStream Securities	4
	1.4	Issuance of Company Common Shares	7
	1.5	No Fractional Company Common Shares	7
	1.6	Withholding Taxes	8
	1.7	Announcement and Shareholder Communications	8

ARTICLE II DOMESTICATION; DEVVSTREAM MEETING			8
	2.1	Domestication	8
	2.2	The DevvStream Meeting	10
	2.3	The DevvStream Circular	11

ARTICLE III THE MERGERS			13
	3.1	Implementation of the Mergers	13
	3.2	Charter Documents of the Surviving Corporations	14
	3.3	Directors and Officers of Surviving Corporation	14
	3.4	Registration Statement.	14
	3.5	The Company Meeting; Proxy Statement	15
	3.6	Intended US Tax Treatment	17

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SOUTHERN			17
	4.1	Organization and Standing	17
	4.2	Authorization; Binding Agreement	17
	4.3	Governmental Approvals	18
	4.4	Non-Contravention	19
	4.5	Capitalization	19
	4.6	Subsidiaries	20
	4.7	Financials	20
	4.8	Absence of Certain Changes	21
	4.9	Compliance with Laws	21
	4.10	Southern Permits	22
	4.11	Carbon Credits	22
	4.12	Litigation	22
	4.13	Material Contracts	22
	4.14	Intellectual Property	25
	4.15	Taxes and Returns	28
	4.16	Real Property	30
	4.17	Personal Property	31
	4.18	Title to and Sufficiency of Assets	31
	4.19	Employee Matters	31
	4.20	Benefit Plans	32

TABLE OF CONTENTS (cont’d)

			Page

	4.21	Environmental Matters	34
	4.22	Related Person Transactions	35
	4.23	Insurance	35
	4.24	Books and Records	35
	4.25	Certain Business Practices	36
	4.26	Compliance with Privacy Laws, Privacy Policies and Certain Contracts	36
	4.27	Investment Company Act	37
	4.28	Finders and Brokers	37
	4.29	Independent Investigation	37
	4.30	Information Supplied	37

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE MERGER SUBS			38
	5.1	Organization and Standing	38
	5.2	Authorization; Binding Agreement	38
	5.3	Governmental Approvals	39
	5.4	Non-Contravention	39
	5.5	Capitalization	39
	5.6	Merger Sub Activities	40
	5.7	Compliance with Laws	40
	5.8	Actions; Orders	40
	5.9	Transactions with Related Parties	40
	5.10	Finders and Brokers	40
	5.11	Investment Company Act	40
	5.12	Taxes	41
	5.13	Independent Investigation	41

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF DEVVSTREAM			41
	6.1	Organization and Standing	41
	6.2	Authorization; Binding Agreement	42
	6.3	Governmental Approvals	43
	6.4	Non-Contravention	43
	6.5	Capitalization	43
	6.6	Subsidiaries	45
	6.7	Financial Statements	45
	6.8	Absence of Certain Changes	46
	6.9	Securities Laws	47
	6.10	Compliance with Laws and Carbon Standards	47
	6.11	DevvStream Permits and Registry Accounts	47
	6.12	Carbon Credits	48
	6.13	Litigation	48
	6.14	Material Contracts	48
	6.15	Intellectual Property	51
	6.16	Taxes and Returns	54
	6.17	Real Property	57

TABLE OF CONTENTS (cont’d)

			Page

	6.18	Personal Property	58
	6.19	Title to and Sufficiency of Assets	58
	6.20	Employee Matters	58
	6.21	Benefit Plans	60
	6.22	Environmental Matters	61
	6.23	Related Person Transactions	62
	6.24	Insurance	62
	6.25	Books and Records	63
	6.26	Certain Business Practices	63
	6.27	Compliance with Privacy Laws, Privacy Policies and Certain Contracts	63
	6.28	Investment Company Act	64
	6.29	Finders and Brokers	64
	6.30	Independent Investigation	64
	6.31	Information Supplied	65
	6.32	DevvStream SEC Documents	65
	6.33	No Collateral Benefit	66
	6.34	Competition Act	66

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE COMPANY			66
	7.1	Organization and Standing	66
	7.2	Authorization; Binding Agreement	67
	7.3	Governmental Approvals	67
	7.4	Non-Contravention	68
	7.5	Capitalization	68
	7.6	Subsidiaries	69
	7.7	Financial Statements	70
	7.8	Absence of Certain Changes	71
	7.9	Securities Laws	72
	7.10	Compliance with Laws and Carbon Standards	72
	7.11	Company Permits and Registry Accounts	72
	7.12	Carbon Credits	73
	7.13	Litigation	73
	7.14	Material Contracts	73
	7.15	Intellectual Property	76
	7.16	Taxes and Returns	79
	7.17	Real Property	81
	7.18	Title to and Sufficiency of Assets	82
	7.19	Employee Matters	82
	7.20	Benefit Plans	84
	7.21	Environmental Matters	85
	7.22	Related Person Transactions	86
	7.23	Insurance	86
	7.24	Books and Records	86
	7.25	Certain Business Practices	86

iii

TABLE OF CONTENTS (cont’d)

			Page

	7.26	Compliance with Privacy Laws, Privacy Policies and Certain Contracts	87
	7.27	Investment Company Act	88
	7.28	Finders and Brokers	88
	7.29	Independent Investigation	88
	7.30	Information Supplied	88
	7.31	Company SEC Documents	89

ARTICLE VIII COVENANTS			89
	8.1	Access and Information	89
	8.2	Conduct of Business of DevvStream and its Subsidiaries	90
	8.3	Conduct of Business of Southern	93
	8.4	Conduct of Business of Merger Subs.	96
	8.5	Conduct of Business of the Company and its Subsidiaries	97
	8.6	Covenants Relating to the Transactions	99
	8.7	Regulatory Approvals	103
	8.8	No Solicitation	104
	8.9	No Trading	107
	8.10	Notification of Certain Matters	108
	8.11	Tax Matters	108
	8.12	Securityholder Litigation and Dissenter's Rights	108
	8.13	Confidential Information	109
	8.14	Post-Closing Board of Directors and Executive Officers	109
	8.15	Insurance and Indemnification	110
	8.16	Financial Statements	111
	8.17	Pre-Closing Reorganization	112
	8.18	Plant Conversion	113
	8.19	Asset Spin	114
	8.20	SAF Offtake Agreement	114
	8.21	Non-SAF Offtake Agreements	114

ARTICLE IX NO SURVIVAL			114
	9.1	No Survival	114

ARTICLE X CLOSING CONDITIONS			115
	10.1	Conditions to Each Party’s Obligations	115
	10.2	Conditions to Obligations of the Company	116
	10.3	Conditions to Obligations of Southern	118
	10.4	Conditions to Obligations of DevvStream	120
	10.5	Frustration of Conditions	123

ARTICLE XI TERMINATION AND EXPENSES			123
	11.1	Termination	123
	11.2	Effect of Termination	127
	11.3	Fees and Expenses	129

TABLE OF CONTENTS (cont’d)

			Page

ARTICLE XII MISCELLANEOUS			130
	12.1	Notices	130
	12.2	Binding Effect; Assignment	132
	12.3	Third Parties	132
	12.4	Governing Law; Jurisdiction	132
	12.5	Waiver of Jury Trial	132
	12.6	Remedies; Specific Performance	133
	12.7	Severability	133
	12.8	Amendment and Waiver	133
	12.9	No Recourse	134
	12.10	Entire Agreement	134
	12.11	Interpretation	135
	12.12	Counterparts	136
	12.13	Conflicts and Privilege	136
	12.14	Prior Agreement	138

ARTICLE XIII DEFINITIONS			138
	13.1	Certain Definitions	138

EXHIBITS

Exhibit A	-	Company Support & Lock-Up Agreement
Exhibit B	-	DevvStream Support and Lock-Up Agreement
Exhibit C	-	Southern Support & Lock-up Agreement

SCHEDULES
Schedule A	-	Company Core Securityholders & DevvStream Core Securityholders

BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of April 13, 2026 (the “Signing Date”) by and among:

A. XCF Global, Inc., a Delaware corporation (the “Company”);

B. DevvStream Corp., an Alberta corporation (“DevvStream”);

C. Southern Energy Renewables Inc., a Louisiana corporation (“Southern”);

D. Southern Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company (“Southern Merger Sub”); and

E. DevvStream Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company (“DevvStream Merger Sub”).

The Company, DevvStream, Southern, Southern Merger Sub and DevvStream Merger Sub are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Southern Merger Sub and DevvStream Merger Sub are sometimes referred to herein individually as a “Merger Sub” and, collectively, as the “Merger Subs”. Capitalized terms used and not otherwise defined herein have the meaning set forth in Article XIII.

RECITALS:

WHEREAS, the Company is a holding company that, through its direct and indirect Subsidiaries, is engaged in the development of alternative energy platforms;

WHEREAS, the Parties intend to effect a business combination whereby the Company will acquire all of the issued and outstanding equity interests of both Southern and DevvStream (following the Domestication), such that Southern and DevvStream will become wholly-owned Subsidiaries of the Company;

WHEREAS, prior to the Effective Time, DevvStream shall migrate to and domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and Section 189 of the ABCA (the “Domestication”);

WHEREAS, in furtherance of the business combination, and in accordance with the DGCL, the LBCA and the ABCA (as applicable) and following the Domestication: (i) Southern Merger Sub shall merge with and into Southern (the “Southern Merger”), with Southern surviving the Southern Merger as a wholly-owned Subsidiary of the Company; and (ii) DevvStream Merger Sub shall merge with and into DevvStream (as redomiciled pursuant to the Domestication) (the “DevvStream Merger” and, together with the Southern Merger, the “Mergers”), with DevvStream surviving the DevvStream Merger as a wholly-owned Subsidiary of the Company;

WHEREAS, for U.S. federal income tax purposes, the Parties intend that (i) the Domestication shall constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and (ii) the Mergers will each constitute a “reorganization” within the meaning of Section 368(a) of the Code;

WHEREAS, the board of directors of the Company (the “Company Board”) has formed a special committee of directors (the “Company Special Committee”) to evaluate the Transaction;

WHEREAS, the Company Special Committee has, subject to receipt of a satisfactory Company Fairness Opinion, unanimously (i) determined that the Merger and the other Transactions are fair to, and in the best interests of, the Company and the Company Shareholders, (ii) approved the execution, delivery and performance of this Agreement, the Ancillary Documents and the consummation of the Transactions and (iii) recommended that the Company Board approve the execution, delivery and performance of this Agreement, the Ancillary Documents and the consummation of the Transactions;

WHEREAS, the Company Board (acting upon the unanimous recommendation of the Company Special Committee) has, subject to receipt of a satisfactory Company Fairness Opinion, unanimously (i) determined that the Merger and the other Transactions are fair to, and in the best interests of, the Company and the Company Shareholders, (ii) approved the execution, delivery and performance of this Agreement, the Ancillary Documents and the consummation of the Transactions and (iii) resolved to recommend that the Company Shareholders vote in favor of the approval of this Agreement, the Ancillary Documents and the consummation of the Transactions (the “Company Board Recommendation”);

WHEREAS, the DevvStream Board has formed a special committee of directors (the “DevvStream Special Committee”) to evaluate the Transaction;

WHEREAS, the DevvStream Special Committee has, subject to receipt of a satisfactory DevvStream Fairness Opinion, unanimously (i) determined that the DevvStream Merger and the other Transactions are fair to, and in the best interests of, DevvStream and the DevvStream Shareholders, (ii) approved the execution, delivery and performance of this Agreement, the Ancillary Documents to which DevvStream is a party and the consummation of the Transactions and (iii) recommended that the DevvStream Board approve the execution, delivery and performance of this Agreement, the Ancillary Documents to which DevvStream is a party and the consummation of the Transactions;

WHEREAS, the DevvStream Board (acting upon the unanimous recommendation of the DevvStream Special Committee) has, subject to receipt of a satisfactory DevvStream Fairness Opinion, unanimously (i) determined that the DevvStream Merger and the other Transactions are fair to, and in the best interests of, DevvStream and the DevvStream Shareholders, (ii) approved the execution, delivery and performance of this Agreement, the Ancillary Documents to which DevvStream is a party and the consummation of the Transactions and (iii) resolved to recommend that the DevvStream Shareholders vote in favor of the approval of this Agreement and the consummation of the Transactions (the “DevvStream Board Recommendation”);

WHEREAS, the Board of Directors of Southern (the “Southern Board”) has unanimously (i) determined that the Transactions, including the Southern Merger, are in the best interests of Southern and the Southern Shareholders, (ii) approved this Agreement, the Ancillary Documents to which Southern is a party, and the Transactions, and (iii) resolved to recommend that the Southern Shareholders vote in favor of the Transactions;

WHEREAS, the Boards of Directors of Southern Merger Sub and DevvStream Merger Sub have each unanimously (i) determined that the Southern Merger and the DevvStream Merger, respectively, are in the best interests of each of Southern Merger Sub and DevvStream Merger Sub, respectively, and its sole stockholder, and (ii) approved this Agreement and the Transactions; and

WHEREAS, concurrently with the execution and delivery of this Agreement, certain insider stockholders of the Company (the “Company Core Securityholders”) and DevvStream (the “DevvStream Core Securityholders”) set forth on Schedule A and the Southern Shareholders have entered into Support & Lock-Up Agreements, in each case substantially in the forms attached hereto as Exhibit A (the “Company Support & Lock-Up Agreement”), Exhibit B (the “DevvStream Support & Lock-Up Agreement”) and Exhibit C (the “Southern Support & Lock-Up Agreement”), respectively.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

CLOSING

1.1 Effective Date and Closing.

(a) Subject to the satisfaction or waiver of the conditions set forth in Article IX, unless this Agreement is earlier terminated in accordance with Article X, the consummation of the Transactions (the “Closing”) shall take place by electronic exchange of executed documents (other than the filing of the Merger Certificates) on a date and at a time to be agreed upon by the Parties, which date shall be no later than the second (2nd) Business Day after all the Closing conditions to this Agreement have been satisfied or, if permissible, waived (other than those conditions that by their nature are required to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction, or if permissible, waiver of such conditions at the Closing), or at such other date, time or place (including remotely) as the Parties may mutually agree (the date and time at which the Closing is actually held being the “Closing Date”).

(b) At the Closing and on the Effective Date, the Parties shall cause the consummation of the Mergers to occur, upon the terms and subject to the conditions of this Agreement, such that the Parties shall cause the Merger Certificates to be filed with the Delaware and Louisiana Secretaries of State (as applicable) in accordance with Article III, so that the Mergers will become effective at the Effective Time.

1.2 Exchange of Southern Securities. On the Effective Date, at the Effective Time and in accordance with the Merger Certificates, by virtue of the Southern Merger and without any action on the part of any Southern Shareholder:

(a) All of the Southern Shares (other than Southern Shares held in treasury) issued and outstanding immediately prior to the Effective Time shall be exchanged for an aggregate number of Company Common Shares equal to the Southern Consideration Shares. Each Southern Shareholder as of immediately prior to the Effective Time shall be entitled to receive its pro rata share of the Southern Consideration Shares at or as soon as reasonably practicable after the Effective Time, subject to Section 1.4.

(b) All Southern Shares held in the treasury of Southern immediately prior to the Effective Time shall be automatically canceled without any conversion thereof and cease to exist and no payment or distribution shall be made with respect thereto.

(c) Each share of common stock of Southern Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and non-assessable share of common stock of the Southern Surviving Corporation.

1.3 Exchange of DevvStream Securities. On the Effective Date, at the Effective Time and in accordance with the Merger Certificates, by virtue of the DevvStream Merger and without any action on the part of any DevvStream Shareholder:

(a) Each DevvStream Share issued and outstanding immediately prior to the Effective Time (and following the Domestication) (other than DevvStream Shares held in treasury) shall be automatically cancelled and extinguished and converted into the right to receive a number of Company Common Shares equal to the DevvStream Per Share Consideration.

(b) All DevvStream Shares held in the treasury of DevvStream and any DevvStream Shares owned by Southern or the Company immediately prior to the Effective Time or DevvStream Convertible Securities (including any preferred shares or other equity securities issued to Southern following the date of this Agreement) owned by Southern or the Company immediately prior to the Effective Time, in each case, shall be automatically canceled without any conversion thereof and cease to exist and no payment or distribution shall be made with respect thereto.

(c) Each DevvStream Warrant set forth on Section 6.5(c) of the DevvStream Disclosure Schedules exercisable for Post-Domestication DevvStream Common Shares (each, a “DevvStream Warrant”) that is outstanding shall be automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by the Company and exercisable for Company Common Shares (the “Converted Warrant”). Each Converted Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such DevvStream Warrant immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions), except that (i) each Converted Warrant shall be exercisable for that number of Company Common Shares equal to the product (rounded down to the nearest whole number) of (A) the number of DevvStream Common Shares subject to such DevvStream Warrant immediately before the Effective Time and (B) the DevvStream Per Share Consideration; and (ii) the per share exercise price for each Company Common Share issuable upon exercise of the Converted Warrant shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per DevvStream Common Share of such DevvStream Warrant immediately before the Effective Time by (B) the DevvStream Per Share Consideration.

(d) Each option set forth on Section 6.5(b) of the DevvStream Disclosure Schedules to purchase Post-Domestication DevvStream Common Shares (each, a "DevvStream Option") that is outstanding, whether under any of the equity incentive plans of DevvStream, including the DevvStream Corp. 2024 Equity Incentive Plan, the DevvStream Holdings Inc. 2022 Equity Incentive Plan, or the DevvESG Streaming Inc. 2022 Non-Qualified Stock Option Plan (collectively, the "DevvStream Equity Incentive Plans") or otherwise, immediately before the Effective Time, whether vested or unvested, shall, except as provided in Section 6.4(d) of the DevvStream Disclosure Schedules, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by the Company and converted into an option to purchase Company Common Shares (each, a "Converted Option"). Each Converted Option shall continue to have and be subject to substantially the same terms and conditions as were applicable to such DevvStream Option immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions), except that (i) each Converted Option shall be exercisable for that number of Company Common Shares equal to the product (rounded down to the nearest whole number) of (A) the number of DevvStream Common Shares subject to DevvStream Option immediately before the Effective Time and (B) the DevvStream Per Share Consideration; and (ii) the per share exercise price for each Company Common Share issuable upon exercise of the Converted Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per DevvStream Common Share of such DevvStream Option immediately before the Effective Time by (B) the DevvStream Per Share Consideration; provided, however, that the exercise price and the number of Company Common Shares purchasable under each Converted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in the case of any DevvStream Option to which Section 422 of the Code applies, the exercise price and the number of Company Common Shares purchasable under such Converted Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the Code.

(e) Each restricted stock unit set forth on Section 6.5(b) of the DevvStream Disclosure Schedules denominated in Post-Domestication DevvStream Common Shares (each, a "DevvStream RSU") that is outstanding under any DevvStream Equity Incentive Plan or otherwise immediately before the Effective Time, whether vested or unvested, shall, except as provided in Section 6.4(d) of the DevvStream Disclosure Schedules, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by the Company and converted into a restricted stock unit denominated in Company Common Shares (each, a "Converted RSU"). Each Converted RSU shall continue to have and be subject to substantially the same terms and conditions as were applicable to such DevvStream RSU immediately before the Effective Time (including vesting and settlement conditions and dividend equivalent rights), except that each Converted RSU shall cover that number of Company Common Shares equal to the product (rounded to the nearest whole number) of (A) the number of DevvStream Common Shares underlying such DevvStream RSU and (B) the DevvStream Per Share Consideration.

(f) Each convertible note set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that is outstanding and convertible into Post-Domestication DevvStream Common Shares (each, a "DevvStream Convertible Note") immediately before the Effective Time shall be assumed by the Company and convertible into Company Common Shares (each, a "Converted Note"), either automatically and without any required action on the part of any holder or beneficiary thereof, or subject to the consent of Helena Global Investment Opportunities 1 Ltd. (“Helena”) for such assumption the Helena Notes, if and as required. Each Converted Note shall continue to have and be subject to substantially the same terms and conditions as were applicable to such DevvStream Convertible Note immediately before the Effective Time (including maturity date, interest rate, and conversion provisions), except that the per share conversion price for each Company Common Share issuable upon conversion of the Converted Note shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the conversion price per Post-Domestication DevvStream Common Share of such DevvStream Convertible Note immediately before the Effective Time by (B) the DevvStream Per Share Consideration.

(g) Before the Effective Time, DevvStream shall adopt applicable resolutions and take all other appropriate actions to: (a) effectuate the provisions of Sections 1.3(d)-(e); and (b) ensure that after the Effective Time, neither any holder of Converted Options or Converted RSUs, any beneficiary thereof, nor any other participant in any DevvStream Equity Incentive Plan shall have any right thereunder to acquire any securities of DevvStream or to receive any payment or benefit with respect to any award previously granted under the DevvStream Equity Incentive Plans, except as provided in Sections 1.3(d)-(e). At the Effective Time, the Company shall assume the DevvStream Equity Incentive Plans and each award agreement evidencing an equity award granted by DevvStream outside of any such plan (each, an “Off-Plan Award”), provided that all references to "DevvStream" in the applicable DevvStream Equity Incentive Plan or Off-Plan Award and the documents governing the Converted Options and Converted RSUs after the Effective Time will be deemed references to the Company and the number Company Common Shares available for awards under the DevvStream Equity Incentive Plans or Off-Plan Award shall be determined by adjusting the number of DevvStream Common Shares available for awards under the DevvStream Equity Incentive Plans or Off-Plan Award immediately before the Effective Time in accordance with the DevvStream Per Share Consideration.

(h) The Company will (a) reserve for issuance the number of Company Common Shares that will become subject to the Converted Options and Converted RSUs and (b) issue or cause to be issued the appropriate number of Company Common Shares, upon the exercise of the Converted Options or upon the vesting and settlement of the Converted RSUs. As soon as practicable after the Effective Time, the Company will prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 (or other appropriate form) registering a number of shares of Company Common Shares necessary to fulfill the Company's obligations under Sections 1.3(d)-(f). Such registration statement will be kept effective (and the current status of the prospectus required thereby will be maintained) for at least as long as any Converted Options or Converted RSUs remain outstanding.

(i) Each share of common stock of DevvStream Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and non-assessable share of common stock of the DevvStream Surviving Corporation.

1.4 Issuance of Company Common Shares.

(a) Prior to the Effective Time, the Company (i) shall appoint its transfer agent, Continental Stock Transfer & Trust Company, as its transfer and exchange agent for purposes of the exchange of the Southern Shares for the Southern Consideration Shares and the DevvStream Shares for the DevvStream Consideration Shares (“Exchange Agent”), and (ii) shall deposit, or cause to be deposited, with the Exchange Agent the Southern Consideration Shares and the DevvStream Consideration Shares (collectively, the “Merger Consideration Shares”).

(b) At or prior to the Effective Time, the Company will send, or will cause the Exchange Agent to send, to each Southern Shareholder and DevvStream Shareholder, a letter of transmittal for use in such exchange, in the form mutually agreed to by the Company, Southern and DevvStream (a “Letter of Transmittal”).

(c) The Company shall cause the Exchange Agent to deliver to the applicable Southern Shareholder or DevvStream Shareholder the Southern Per Share Consideration or the DevvStream Per Share Consideration, as applicable, in respect of each Southern Share or DevvStream Share held by such shareholder, upon the delivery by such shareholder of a properly completed and duly executed Letter of Transmittal to the Exchange Agent.

(d) All Merger Consideration Shares issued as provided herein shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the Southern Shares or DevvStream Shares, as applicable, held by such shareholder, and there shall be no further registration of transfers on the share transfer books of the Company of the Southern Shares or DevvStream Shares that were outstanding immediately prior to the Effective Time.

(e) To the extent any certificate representing any Southern Share or DevvStream Share shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the applicable shareholder claiming such certificate to be lost, stolen or destroyed and, if required by the Company, the posting by such shareholder of a bond in such reasonable amount as the Company may direct as indemnity against any claim that may be made against it with respect to such certificate, the Company shall cause a treasury direction to be delivered as set forth in this Section 1.4 in exchange for the lost, stolen or destroyed such certificate, the applicable Merger Consideration Shares with respect to the shares formerly represented thereby pursuant to this Agreement.

1.5 No Fractional Company Common Shares. No fractional Company Common Shares will be delivered to any Southern Shareholders or DevvStream Shareholders as of immediately prior to the Effective Time pursuant to the Mergers and the aggregate number of any such shares that each such shareholder is otherwise entitled to receive pursuant to the Mergers will be rounded down to the nearest whole share of Company Common Shares.

1.6 Withholding Taxes. The Company, Southern, DevvStream, Southern Merger Sub, DevvStream Merger Sub or the Exchange Agent, as applicable, shall be entitled to deduct or withhold, from any amounts payable or otherwise deliverable to any Person pursuant to the Mergers or this Agreement such amounts as the Company, Southern, DevvStream, Southern Merger Sub, DevvStream Merger Sub or the Exchange Agent, as applicable, determines, acting reasonably, are required or permitted to be deducted or withheld with respect to such payment or delivery under the ITA, the Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate Taxing Authority. Each of the Company, Southern, DevvStream, Southern Merger Sub, DevvStream Merger Sub or the Exchange Agent, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such Person, such portion of any share or other security deliverable to such Person as is necessary to provide sufficient funds to enable it to comply with such deduction or withholding requirement and shall notify such Person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate Taxing Authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such Person.

1.7 Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement and the Transactions promptly following the execution of this Agreement, the text of such announcement to be in the form approved by the Company, Southern and DevvStream in advance, acting reasonably and without delay. The Company, Southern and DevvStream agree to co-operate in the preparation of presentations, if any, to the Company Shareholders, the Southern Shareholders and the DevvStream Shareholders regarding the Transactions, and no Party shall issue any news release or otherwise make public announcements with respect to this Agreement or the Transactions without the consent of the other Parties (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing, in the opinion of its legal counsel, required under applicable Laws or, in the case of the Company or DevvStream, stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Parties and reasonable opportunity to review or comment on the disclosure or filing and give reasonable consideration to any such comment, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

ARTICLE II

DOMESTICATION; DEVVSTREAM MEETING.

2.1 Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below.

(a) Subject to receipt of the Required DevvStream Shareholder Approval and prior to the Effective Time, DevvStream shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of corporate domestication with respect to the Domestication (the “Certificate of Domestication”), in accordance with the provisions thereof and Section 388 of the DGCL, (ii) and submitting a statutory declaration with the Alberta Registrar of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication.

(b) The Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any DevvStream Shareholders, (i) each then issued and outstanding Pre-Domestication DevvStream Common Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under this Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication.

(c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream hereby (i) adopts this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations, (ii) agrees to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury Regulations with respect to the Domestication, and (iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

2.2 The DevvStream Meeting

(a) Subject to the terms of this Agreement, DevvStream covenants that it will:

(i) Promptly following the Registration Statement being declared effective, and within the time period provided in the proxy statement/prospectus contained therein, convene and conduct the DevvStream Meeting in accordance with DevvStream’s Organizational Documents and applicable Law, and, in this regard, DevvStream may abridge any time periods that may be abridged under securities Laws for the purpose of considering the DevvStream Resolutions and for any other proper purpose as may be set out in the DevvStream Circular and agreed to by the Company and Southern, acting reasonably; and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the DevvStream Meeting without the prior written consent of the Company and Southern except (A) as required for quorum purposes (in which case the DevvStream Meeting will be adjourned and not cancelled), (B) as reasonably required by Law or by a Governmental Authority, (C) as required pursuant to and in accordance with Section 8.8(h) or otherwise expressly permitted by this Agreement, or (D) for adjournments or postponements of not more than ten (10) Business Days in the aggregate for the purposes of attempting to solicit proxies to obtain the requisite approval of the DevvStream Resolutions if such requisite approval would not be expected to be obtained without such adjournment or postponement and such adjournments and postponements would not result in the DevvStream Meeting being held on a date that would prevent the Effective Date from occurring prior to the Outside Date;

(ii) use its commercially reasonable efforts to solicit proxies in favor of the approval of the DevvStream Resolutions and against any resolution submitted by any DevvStream Securityholder that is inconsistent with the DevvStream Resolutions and the completion of any of the Transactions, including, if otherwise determined necessary or advisable by DevvStream or if so requested by the Company or Southern, acting reasonably, using investment dealers and proxy solicitation services firms selected by DevvStream (acceptable to the Company and Southern, acting reasonably) to solicit proxies in favor of the approval of the DevvStream Resolutions and against any resolution submitted by any DevvStream Securityholder that is inconsistent with the DevvStream Resolutions;

(iii) consult with the Company and Southern in fixing the date of the DevvStream Meeting and the record date of the DevvStream Meeting;

(iv) promptly provide the Company and Southern with copies of or access to information regarding the DevvStream Meeting generated by any transfer agent, dealer or proxy solicitation services firm, as reasonably requested from time to time by the Company or Southern;

(v) promptly advise the Company and Southern, at such times as the Company or Southern may reasonably request, and at least once daily for the ten (10) Business Days immediately preceding the DevvStream Meeting, as to the aggregate tally of the proxies received by DevvStream in respect of the DevvStream Resolutions;

(vi) give notice to the Company and Southern of the DevvStream Meeting and allow Representatives of the Company and Southern to attend the DevvStream Meeting;

(vii) promptly advise the Company and Southern of any material communication (written or oral) from any Person in opposition to the Transactions, written notice of dissent or purported exercise or withdrawal of dissent rights by the DevvStream Shareholders, and provide the Company and Southern with an opportunity to review and comment upon any written communications sent by or on behalf of DevvStream to any such Person and to participate in any discussions, negotiations or proceedings involving such Person;

(viii) not pay, settle or compromise or agree to any payment, settlement or compromise any claims regarding the Transactions or claims for dissent rights without the prior written consent of the Company and Southern (such consent not to be unreasonably withheld, conditioned or delayed);

(ix) not, without the prior written consent of the Company and Southern (such consent not to be unreasonably withheld, conditioned or delayed), waive the deadline for the submission of proxies by DevvStream Shareholders for the DevvStream Meeting;

(x) not change the record date for the DevvStream Shareholders entitled to vote at the DevvStream Meeting in connection with any adjournment or postponement of the DevvStream Meeting unless required by applicable Law or the Court or with the prior written consent of the Company and Southern (such consent not to be unreasonably withheld, conditioned or delayed);

(xi) at the request of the Company or Southern from time to time, provide the Company and Southern with a list (in both written and electronic form) of (i) the DevvStream Shareholders entitled to vote at the DevvStream Meeting, together with their addresses and respective holdings of DevvStream Shares, (ii) the names, addresses and holdings of all Persons having rights issued by DevvStream to acquire DevvStream Shares (including holders of convertible securities of DevvStream), and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of DevvStream Shares, together with their addresses and respective holdings of DevvStream Shares, as applicable; and

(xii) if the DevvStream Meeting is to be held during a Matching Period, at the request of the Company or Southern, adjourn or postpone the DevvStream Meeting to a date specified by the Company or Southern that is not later than fifteen (15) Business Days after the date on which the DevvStream Meeting was originally scheduled and in any event to a date that is not later than five (5) Business Days prior to the Outside Date.

2.3 The DevvStream Circular

(a) DevvStream shall: (i) reasonably cooperate with the Company in the preparation of DevvStream Circular for inclusion in the Registration Statement to be prepared pursuant to Section 3.4, subject to the Company’s and Southern’s compliance with Section 2.3(d), (ii) complete, in consultation with the Company and Southern, the DevvStream Circular, together with any other documents required by Law in connection with the DevvStream Meeting; and (iii) cause the DevvStream Circular, and such other documents as may be required by Law or the rules of Nasdaq and Nasdaq Sweden (to the extent applicable), respectively, to be filed with or furnished to the Securities Authorities, Nasdaq, Nasdaq Sweden and disseminated to each DevvStream Shareholder and other Person that is required by Law or otherwise to receive a copy thereof.

(b) DevvStream will ensure that, as of the date of the DevvStream Circular, the DevvStream Circular complies in all material respects with applicable Law, does not contain any Misrepresentation (other than with respect to any information relating to and furnished in writing by the Company or Southern for inclusion in the DevvStream Circular) and provides the DevvStream Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the DevvStream Meeting. Without limiting the generality of the foregoing, the DevvStream Circular must include: (i) a copy of the DevvStream Fairness Opinion; (ii) a statement that the DevvStream Board has received the DevvStream Fairness Opinion; (iii) a statement that the DevvStream Board has unanimously, after consultation with its legal and financial advisors, determined (A) that the Transactions are fair, from a financial point of view, to the DevvStream Shareholders; (B) that the Transactions are in the best interests of DevvStream; and (C) the DevvStream Board Recommendation; and (iv) a statement that each of the DevvStream Core Securityholders as of the date of this Agreement intends to vote all of such Person’s DevvStream Shares in favor of the DevvStream Resolutions subject to the terms of the DevvStream Support & Lock-Up Agreements.

(c) DevvStream will allow the Company and Southern, and their respective legal counsel, a reasonable opportunity to review and comment on drafts of the DevvStream Circular and other related documents prior to filing the DevvStream Circular with applicable Securities Authorities or Governmental Authorities and mailing the DevvStream Circular to the DevvStream Shareholders, and will incorporate therein all reasonable comments made by the Company and Southern and their respective legal counsel. DevvStream agrees that all information relating solely to the Company or Southern that is furnished in writing by or on behalf of the Company or Southern for inclusion in the DevvStream Circular or other related documents must be in a form and content satisfactory to the Company or Southern, as applicable, acting reasonably. DevvStream shall provide the Company and Southern with a final copy of the DevvStream Circular prior to mailing to the applicable DevvStream Shareholders. DevvStream shall notify the Company and Southern promptly of any request from any Security Authority or any other Governmental Authority relating to the DevvStream Circular and shall promptly make available to the Company and Southern copies of all documents, correspondence and summary of discussions between it or any of its Representatives, on the one hand, and any Securities Authority or other Governmental Authority, on the other hand, with respect to the DevvStream Circular. DevvStream shall respond as promptly as reasonably practicable to any correspondence with respect to the DevvStream Circular or the DevvStream Meeting from any Securities Authority or the staff of a Securities Authority, and shall give the Company and Southern and their respective legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the Company and Southern and their respective legal counsel.

(d) The Company and Southern will provide to DevvStream in writing all information concerning the Company and Southern, respectively, reasonably requested by DevvStream and required by Law (as may be modified by any exemptive relief granted by the Securities Authorities) to be included by DevvStream in the DevvStream Circular or other related documents, and will ensure that such information does not contain any Misrepresentation. The Parties will also cooperate in the preparation of all other information that may concern the Company, Southern and DevvStream as reasonably requested by DevvStream and required by Law (including pro forma financial statements and any required reconciliations or adjustments, as applicable). The Company, Southern and DevvStream shall use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the DevvStream Circular and to the identification in the DevvStream Circular of each such advisor.

(e) The Company, Southern and DevvStream will promptly notify each other if any of them becomes aware that the DevvStream Circular contains a Misrepresentation or otherwise requires an amendment or supplement. The Parties will cooperate in the preparation of any such amendment or supplement as required or appropriate and DevvStream will promptly mail, file or otherwise publicly disseminate any such amendment or supplement to those Persons to whom the DevvStream Circular was sent and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Authority as required.

ARTICLE III

THE MERGERS

SEC Form 424B3 filed by DevvStream Corp.