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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 1.01. The Company is a party to the BCA, pursuant to which the
Domestication and the DevvStream Merger were consummated on October 14, 2026 and October 16, 2026, respectively. The foregoing description of the BCA does not purport to be complete and is qualified in its entirety by the terms and conditions
thereof, copies of which are incorporated by reference as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01. In addition, the material terms of the Business Combination
are described in greater detail in the Proxy Statement in the section titled “The Business Combination” beginning on page 80 thereof, which is incorporated into this Item 2.01 by reference. The Company’s shareholders approved the Business
Combination and the Domestication at a special meeting of the Company’s shareholders held on September 17, 2026, and XCF’s stockholders approved, among other matters, the issuance of XCF Global Common Shares in the Business Combination at a special
meeting of XCF’s stockholders held on October 5, 2026. The Business Combination was subsequently completed on October 16, 2026, and as a result the Company became a direct wholly owned subsidiary of XCF.
The businesses of the Company and Southern Energy are described in the Proxy Statement in the sections titled “Information About DevvStream” and “Information About
Southern Energy” beginning on pages 243 and 285 thereof, respectively, and that information is incorporated into this Item 2.01 by reference.
Following the closing of the Business Combination, the Company’s common shares ceased to be quoted on the over-the-counter market under the symbol “DEVSF,” and the XCF
Global Common Shares received by the Company’s former shareholders trade on The Nasdaq Stock Market LLC under the symbol “SAFX.”
Prior to the Business Combination, entities controlled by Majique Ladnier, XCF’s largest stockholder, held all of the outstanding shares of Southern Energy and certain
of the Company’s common shares, and certain of XCF’s directors and their affiliates had relationships with the Company. These relationships are described in the Proxy Statement in the sections titled “Certain Relationships and Related Person
Transactions of XCF Global” and “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business Combination” beginning on pages 234 and 298 thereof, respectively, which are incorporated into this Item 2.01 by reference.
The foregoing description of the BCA does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, copies of which are
incorporated by reference as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the “Introductory Note” and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. As a result of the Business
Combination, the holders of the Company’s common shares immediately prior to the Effective Time ceased to have any rights as shareholders of the Company, other than the right to receive XCF Global Common Shares, and became holders of XCF Global
Common Shares. The general effect of the Business Combination upon the rights of the Company’s former shareholders is described in the Proxy Statement in the sections “Description of XCF Global Capital Stock” and “Comparison of Rights of DevvStream
Shareholders and XCF Global Stockholders” beginning on pages 311 and 321 thereof, respectively, which are incorporated herein by reference.
On October 16, 2026, in connection with the completion of the Business Combination, XCF and Continental Stock Transfer & Trust Company entered into a Warrant
Agreement providing for XCF’s assumption of the Company’s outstanding warrants covered by the BCA, which were converted into warrants to acquire XCF Global Common Shares. A copy of the Warrant Agreement is included as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
In connection with the Domestication, on October 14, 2026, the Company filed a Certificate of Corporate Domestication and a Certificate of Incorporation with the
Secretary of State of the State of Delaware. Copies of the Certificate of Corporate Domestication and the Certificate of Incorporation are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein
by reference. The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01Item 5.01 - Changes in Control
Item 5.01 (Changes in Control of Registrant).
The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 5.01. Following the closing of the BCA, the Company is wholly owned by XCF. In connection with
the closing of the BCA, the prior Board of Directors of the Company resigned and Christopher Cooper and Wray Thorn were appointed as the new directors of the Company to serve in such capacity until the earlier of their death, removal or
resignation.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Directors and Executive Officers
In connection with the completion of the DevvStream Merger and in accordance with the BCA, each of the directors of the Company immediately prior to the Effective
Time, ceased to serve as a director of the Company, and Christopher Cooper and Wray Thorn became the directors of the Company. Such departures were in connection with the Business Combination and not the result of any disagreement with the Company
on any matter relating to the Company’s operations, policies or practices. Additionally, in connection with the completion of the DevvStream Merger and in accordance with the BCA, Christopher Cooper became the Chief Executive Officers of the
Company and Wray Thorn became the President and Chief Financial Officer of the Company.
The information set forth in the Proxy Statement in the section titled “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business
Combination” beginning on page 298 thereof is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the “Introductory Note” and Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
On October 14, 2026, in connection with the Domestication and as contemplated by the BCA, DevvStream Alberta filed a Certificate of Corporate Domestication (the
“Certificate of Domestication”) and a Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware pursuant to Section 388 of the Delaware General Corporation Law (the “DGCL”), under which
DevvStream Alberta domesticated as a Delaware corporation and changed its name to “DevvStream Legacy Corp.” Upon the effectiveness of the Domestication, the Company ceased to be governed by its articles and by-laws under the Business Corporations
Act (Alberta), and the rights of holders of the Company’s capital stock became governed by the DGCL and the Certificate of Incorporation.
Pursuant to the Certificate of Incorporation, at the effective time of the Domestication, each common share, no par value, of DevvStream Alberta issued and outstanding
immediately prior to such time automatically converted, on a one-for-one basis, into one share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”). Among other things, the Certificate of Incorporation (i) authorizes
the issuance of 100,000,000 shares of capital stock, consisting of 80,000,000 shares of Company Common Stock and 20,000,000 shares of preferred stock, par value $0.001 per share, the rights, preferences and terms of which may be designated by the
Company’s board of directors (the “Board”) in one or more series; (ii) provides that the number of directors will be fixed from time to time by the Board and that vacancies and newly created directorships may be filled by a majority of the
remaining directors; (iii) limits the personal liability of directors and officers for monetary damages for breach of fiduciary duty, and provides for indemnification of directors, officers, employees and agents, in each case to the fullest extent
permitted by the DGCL; (iv) provides that special meetings of stockholders may be called only by the Board, the Chair of the Board or, upon the written demand of stockholders holding at least 75% of the voting power of the outstanding shares
entitled to vote, the Secretary of the Company; (v) authorizes the Board to adopt, amend, alter or repeal the Bylaws without stockholder action; and (vi) provides that the Company will not be governed by Section 203 of the DGCL.
The general effect of the Domestication upon the rights of the Company’s shareholders is described in the Proxy Statement in the section titled “Comparison of Rights
of DevvStream Shareholders and XCF Global Stockholders” beginning on page 321 thereof, which is incorporated herein by reference.
The foregoing descriptions of the Certificate of Domestication and the Certificate of Incorporation do not purport to be complete and are qualified in their entirety
by the terms and conditions thereof, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.