DevvStream, XCF Global, and Southern Energy Renewables Confirm Planned Business Combination Continues as Scheduled
DevvStream Corp. (NASDAQ: DEVS), XCF Global, Inc. (NASDAQ: SAFX), and Southern Energy Renewables Inc. have jointly issued a clarification regarding recent media reports that inaccurately interpreted disclosures contained in a Current Report on Form 8-K filed by DevvStream with the U.S. Securities and Exchange Commission (SEC) on May 18, 2026. The companies emphasized that the proposed three-party business combination remains fully active and continues to progress according to plan.
The clarification was issued after certain reports suggested that the termination of a previously announced merger agreement signaled uncertainty surrounding the broader transaction. According to the companies, these interpretations do not accurately reflect the contractual framework governing the proposed combination or the current status of the transaction.
In the Form 8-K filing, DevvStream disclosed several developments related to the proposed business combination involving DevvStream, XCF Global, and Southern Energy Renewables. Among the matters reported was the receipt of fairness opinions by DevvStream and XCF, a significant milestone that forms part of the transaction approval process. The filing also disclosed that the original Agreement and Plan of Merger between DevvStream and Southern Energy Renewables, dated December 3, 2025, had automatically terminated.
The companies explained that the termination of the earlier merger agreement was anticipated and specifically contemplated within the contractual structure established under the newer Business Combination Agreement (BCA). The BCA was executed on April 13, 2026, by DevvStream, XCF, and Southern and serves as the governing agreement for the proposed three-party transaction.
Under the terms of the Business Combination Agreement, the prior merger agreement remained in existence temporarily after the signing of the BCA. However, the agreement contained a clearly defined mechanism under which the earlier merger arrangement would automatically terminate once specific conditions were satisfied. These conditions were linked to the expiration of the Fairness Opinion Termination Rights outlined in the BCA.
The companies noted that those rights expired upon the successful receipt of the required fairness opinions by both DevvStream and XCF. As a result, the automatic termination provisions were triggered exactly as intended under the agreement. The termination occurred without liability, penalty, or continuing obligations for any of the parties involved.
According to the companies, this development should not be interpreted as a withdrawal from the transaction, a renegotiation of terms, or a strategic shift by any of the parties. Instead, it represented a procedural and contractual step that was built into the transaction structure from the outset.
The parties stressed that the termination was purely mechanical in nature and was executed automatically in accordance with the terms negotiated and agreed upon within the Business Combination Agreement. The event did not require a separate decision by DevvStream, XCF, or Southern to abandon or discontinue the proposed combination.
By clarifying the purpose of the termination, the companies aim to eliminate confusion among investors, stakeholders, and market observers who may have interpreted the filing as an indication that the transaction had encountered obstacles. The parties reiterated that the broader business combination remains intact and continues to move forward.
The proposed transaction is designed to bring together the strengths and capabilities of all three organizations. DevvStream, known for its focus on environmental assets and carbon-related solutions, has been expanding its presence in sustainability-driven markets. XCF Global brings expertise and operational capabilities in sustainable aviation fuel and renewable energy development, while Southern Energy Renewables contributes additional renewable energy assets and project development experience.
By combining their respective businesses, the companies expect to create a larger and more diversified platform positioned to capitalize on growing demand for renewable fuels, environmental commodities, carbon reduction initiatives, and clean energy infrastructure. The transaction is intended to enhance scale, improve access to capital markets, and create opportunities for long-term growth across multiple sustainability-focused sectors.
The receipt of fairness opinions represents an important milestone in the transaction process. Fairness opinions are typically prepared by independent financial advisors and provide an assessment regarding whether a proposed transaction is fair from a financial perspective to shareholders or stakeholders involved. Obtaining these opinions is often a critical component of board-level evaluations and transaction governance.
With the fairness opinion process completed, the parties are now focused on advancing the next stages of the transaction. One of the most significant upcoming milestones is the preparation and filing of a registration statement on Form S-4 with the SEC.
The Form S-4 filing is expected to provide comprehensive information regarding the proposed combination, including details about the transaction structure, financial information, risk factors, governance arrangements, and other material disclosures required by securities regulations. The filing will serve as a key document for investors and shareholders evaluating the proposed merger.
Following submission, the registration statement will undergo review by the SEC. The regulatory review process may involve comments and requests for additional information before the filing can be declared effective. Once effectiveness is achieved, the companies will be able to proceed with the shareholder approval process required to complete the transaction.
The parties indicated that they expect the Form S-4 registration statement to be filed within the coming weeks, reflecting continued progress toward closing the combination. They remain actively engaged in regulatory preparations, transaction planning, and coordination efforts designed to support a successful completion of the merger.
Management teams from DevvStream, XCF, and Southern continue to work collaboratively to satisfy the various legal, regulatory, and corporate requirements necessary for closing. These efforts include preparing detailed disclosure materials, coordinating with advisors, engaging with regulators, and ensuring compliance with applicable securities laws and exchange requirements.
The companies emphasized that the Business Combination Agreement remains fully effective and legally binding. No amendments have been announced that would alter the core structure or objectives of the proposed transaction. As a result, stakeholders should view the recent contractual developments within the context of the agreed transaction framework rather than as indicators of a change in strategic direction.
As demand for renewable energy solutions, sustainable aviation fuels, carbon management technologies, and environmental markets continues to grow globally, the proposed combination is expected to position the combined organization to pursue opportunities across multiple sectors of the energy transition economy.
For now, the parties remain focused on reaching the next regulatory milestones and securing the approvals necessary to finalize the transaction. They reaffirmed their commitment to completing the proposed business combination and expressed confidence in the progress made to date.
With the Business Combination Agreement remaining in full force and effect and preparations underway for the forthcoming SEC registration filing, DevvStream, XCF Global, and Southern Energy Renewables continue to move forward toward the anticipated completion of their three-party merger transaction.
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