DevvStream Completes Three-Way Merger With XCF Global; Shares Convert

What happened

DevvStream Legacy Corp., formerly DevvStream Corp., an Alberta corporation, completed a business combination with XCF Global, Inc. and Southern Energy Renewables Inc. on October 16, 2026, according to an 8-K filed with the Securities and Exchange Commission on October 22, 2026.

The deal was structured in three steps. DevvStream first moved its corporate domicile from Alberta to Delaware on October 14, 2026 and renamed itself DevvStream Legacy Corp. On October 16, a subsidiary of XCF merged into DevvStream. On October 20, a second XCF subsidiary merged into Southern Energy. DevvStream and Southern Energy each became wholly owned subsidiaries of XCF.

Under the terms, each outstanding DevvStream common share converted into the right to receive 1.1919 shares of XCF Class A common stock, for a total of 62,253,004 XCF shares. That represented about 14.99% of XCF's shares outstanding just before the merger, and former DevvStream holders own roughly 10.43% of XCF after the deal. Southern Energy shareholders received 119,397,857 XCF shares, about 28.75% of the pre-merger count, and hold roughly 20% afterward. XCF had about 596 million shares outstanding after the mergers.

DevvStream's common shares stopped quoting on the over-the-counter market under the symbol DEVSF. The XCF shares received by former DevvStream holders trade on Nasdaq under the symbol SAFX.

The 8-K lists seven items: a material agreement, completion of an acquisition, a change to security holder rights, a change in control, director and officer changes, amended charter documents, and exhibits.

New board and officers

The prior DevvStream board resigned at the merger's effective time. Christopher Cooper and Wray Thorn became the directors of the company, with Cooper as chief executive officer and Thorn as president and chief financial officer.

The filing states the departures were in connection with the business combination and not the result of any disagreement with the company over its operations, policies or practices.

The filing also discloses that before the combination, entities controlled by Majique Ladnier, described as XCF's largest stockholder, held all outstanding Southern Energy shares and some DevvStream shares, and that certain XCF directors and their affiliates had relationships with DevvStream. The filing refers readers to the proxy statement for details of those relationships.

What this means

A Form 8-K is a current report. Companies file one when something material happens between quarterly reports, and each numbered item on the form corresponds to a category of event. This filing uses several items because the merger set off several events at once: a new agreement, a completed acquisition, a change in who controls the company, a change in the rights attached to its shares, new directors and officers, and new charter documents.

The event that matters most for a former DEVSF holder is the exchange ratio. When a company is acquired for stock, its shares are cancelled and replaced by a fixed number of the buyer's shares. Here that number is 1.1919 XCF shares per DevvStream share, and warrants, options and restricted stock units were also converted into XCF versions with their share counts and exercise prices adjusted by the same ratio. The former DevvStream shares and warrants no longer exist as such.

The domestication is a separate mechanical step. DevvStream was incorporated in Alberta, Canada, and Delaware corporate law applies once it reincorporates in Delaware. The certificate of incorporation filed on October 14 authorized 80 million common shares and 20 million preferred shares, and it opts the company out of Section 203 of the Delaware General Corporation Law, a statute that restricts certain hostile takeovers. None of this reflects a business decision about operations; it is the legal plumbing required to complete a US merger.

The filing does not say what XCF or Southern Energy do as businesses. For that, it points to the proxy statement's sections on each company, beginning on pages 243 and 285. The filing also does not state why the parties agreed to the transaction or the rationale for combining them.

The 10% rise in the price data, from 15 cents to 16.5 cents, is from the over-the-counter market where DEVSF was last quoted; that quote is historical because the shares have ceased trading under that symbol.