DevvStream Corp. (NASDAQ:DEVS) ("DevvStream" or the "Company") today announced that it has entered into a binding term sheet with EEME Energy SPV I, LLC ("EEME") for a $6.0 million private placement of the Company's Series A Non-Redeemable Convertible Preferred Stock. EEME has already funded $1.5 million of the investment. The Company also announced that it has given notice to terminate its equity line of credit purchase agreement, under which up to $300 million of common shares could have been issued and sold over time, simplifying the Company's capital structure as it works toward completing its previously announced business combination with XCF Global, Inc. (NASDAQ:SAFX) ("XCF") and Southern Energy Renewables, Inc. ("Southern").

A $6 Million Investment Built for the Merger

The EEME investment is designed to do two specific jobs: fund capital requirements under the business combination agreement and add working capital, without adding debt.

  • $6.0 million total investment, with $1.5 million already received and the balance to be funded at one or more subsequent closings.
  • $5.0 million of net proceeds will fund DevvStream's investment in Southern.
  • $1.0 million will be used for DevvStream general working capital.
  • Permanent equity structure: the preferred stock has no maturity date, no mandatory redemption, and no repurchase obligation.
  • Limited anticipated conversion pressure: the Series A Preferred Stock is convertible into common stock at a conversion price based on the earlier of (a) the five-day volume-weighted average price ("VWAP") of XCF common stock during the five trading days immediately following the closing of the business combination, or (b) the five-day VWAP of the Company's common shares during the five trading days immediately following any termination of the business combination agreement, in each case subject to customary adjustments to be set forth in definitive documentation. Because no conversion price can be established until the applicable five-day VWAP measurement period has run, the Company anticipates limited conversion activity prior to the closing of the business combination.
  • Dividends are non-cumulative and payable only if declared by the board, in cash or stock at the Company's election.

Because the conversion price is set by post-closing trading rather than today's share price, EEME's return depends on the performance of the combined company.

"This investment materially strengthens our balance sheet," said Sunny Trinh, Chief Executive Officer of DevvStream. "And because the conversion price is set by how the combined company trades after closing, EEME does well when our shareholders do well. Moving to terminate the equity line follows the same logic. We are cleaning up our capital structure ahead of the close."

Notice of Termination of the $300 Million Equity Line

With the EEME investment in place and the business combination advancing, the Company determined the equity line no longer fits its financing plans. On June 3, 2026, the Company gave notice of its intention to terminate its equity line of credit purchase agreement, dated October 29, 2024, with Helena Global Investment Opportunities I Ltd., in accordance with its terms.

Update on Helena Note

Separately, as described in the Company's Current Report on Form 8-K filed today, on May 28, 2026 the Company received a notice from Helena Global Investment Opportunities 1 Ltd. ("Helena"), the holder of the Company's senior secured convertible note, asserting an event of default relating to the effectiveness deadline for a resale registration statement and claiming approximately $4.5 million. Helena has instructed the custodian of the Company's digital asset collateral to liquidate that collateral, valued at approximately $2.8 million, which exceeds the remaining principal balance on the note as calculated by management.

The Company disputes certain components of the asserted amount and is evaluating resolution alternatives, including a consensual resolution, while preserving all of its rights, remedies, and defenses. Full details on both the EEME investment and the Helena matter are available in the Company's Current Reports on Form 8-K filed with the SEC on June 3, 2026.

The EEME term sheet is binding on the parties. The closing of the remaining investment is subject to the negotiation and execution of definitive agreements and the satisfaction of customary closing conditions, and no assurance can be given that the transaction will be completed on the terms described, or at all.