DevvStream Corp., XCF Global, Inc., and Southern Energy Renewables have issued a joint statement to correct media reports and reaffirm that their three‑party Business Combination Agreement (BCA) remains fully operative. The clarification follows a Form 8‑K filing by DevvStream on May 18, 2026 that detailed fairness opinions and the automatic termination of a prior merger agreement. The parties say the combination is proceeding toward a Form S‑4 registration filing in the coming weeks.
Business Combination Agreement Remains in Effect
The BCA, executed on April 13, 2026 among DevvStream, XCF, and Southern, continues to govern the proposed transaction. The parties emphasized that the agreement “remains in full force and effect” and that they are working diligently to complete the combination. A key upcoming milestone is the anticipated filing of a registration statement on Form S‑4 with the SEC, which is required for SEC effectiveness and for obtaining the shareholder approvals needed to close the deal.
Prior Merger Agreement Termination Explained
The May 18 8‑K disclosed that the original Agreement and Plan of Merger between DevvStream and Southern, dated December 3, 2025, had automatically terminated. This termination was triggered by the BCA’s “Fairness Opinion Termination Rights” clause, which became effective when DevvStream and XCF received the required fairness opinions. The statement stresses that the termination was a “mechanical contractual step” mandated by the BCA, not a withdrawal by any party, and that it occurred without liability or ongoing obligations.
Next Regulatory Step: Form S‑4 Filing
Both the BCA and the termination of the prior agreement set the stage for the next regulatory action. The parties expect to file a Form S‑4 registration statement in the coming weeks, a filing that will enable the SEC to review the transaction and allow shareholders to vote on the combination. No additional details about the filing timeline or content were disclosed in the announcement.
Key Takeaways
- The three‑party Business Combination Agreement signed on April 13, 2026 remains “in full force and effect.”
- The original Agreement and Plan of Merger between DevvStream and Southern, dated December 3, 2025, automatically terminated under the BCA’s fairness‑opinion clause.
- The parties plan to file a Form S‑4 registration statement with the SEC in the coming weeks to move toward shareholder approval.
EnergyInsyte's Take
The clarification removes uncertainty around the status of the three‑party deal and signals that the transaction is still on the execution path. Executives should monitor the forthcoming Form S‑4 filing for details on share issuance, governance changes, and any conditions that could affect closing timelines. The outcome will influence the combined entity’s ability to scale carbon‑management assets, renewable diesel, and sustainable aviation fuel projects.
Source: Businesswire
