DevvStream Clarifies Merger Agreement with XCF and Southern

DevvStream Corp. (DEVS), XCF Global (SAFX) and Southern Energy Renewables clarify recent media coverage that mischaracterized a current report on Form 8-K filed by DevvStream with the U.S. Securities and Exchange Commission on May 18. The 8-K reported, among other things, that DevvStream had received fairness opinions in connection with the proposed three-party business combination and that the original Agreement and Plan of Merger between DevvStream and Southern, dated December 3, 2025 had automatically terminated. As disclosed in the 8-K, the Prior Merger Agreement survived the execution of the Business Combination Agreement, entered into on April 13 by and among DevvStream, XCF, and Southern. However, the BCA expressly provided that, upon expiration of the Fairness Opinion Termination Rights set forth in the BCA -- which occurred upon receipt of the required fairness opinions by DevvStream and XCF-- the Prior Merger Agreement would automatically terminate without any liability or ongoing obligation to any party. The Parties have confirmed that this automatic termination has occurred in accordance with the terms of the BCA. The termination of the Prior Merger Agreement was a mechanical contractual step required under the BCA framework, not a decision by any party to withdraw from the proposed combination. The BCA among DevvStream, XCF, and Southern remains in full force and effect. The Parties continue to work diligently toward completing the proposed combination and expect to file a registration statement on Form S-4 with the SEC in the coming weeks. The Form S-4 filing is a key step toward obtaining SEC effectiveness and the required shareholder approvals necessary to close the proposed combination.