{"url_path":"/sec/devs/8-k/2026-07-07/item-3-01","section_key":"item-3-01","section_title":"Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-07","source_url":"https://www.sec.gov/Archives/edgar/data/1854480/0001140361-26-027765-index.html","accession_number":"0001140361-26-027765","cik":"0001854480","ticker":"DEVS","issuer_name":"DevvStream Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854480/0001140361-26-027765-index.html","primary_entity_key":"0001854480","primary_entity_name":"DevvStream Corp."},"word_count":520,"has_tables":true,"body_markdown":"Item 3.01.\n\nNotice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.\n\nSecurities Purchase Agreement\n\n \n\nAs previously reported, on June 3, 2026, DevvStream Corp. (the “Company” or “DEVS”) entered into a binding term sheet (the “Term Sheet”) with EEME\nEnergy SPV I, LLC (“EEME”), a Wyoming limited liability company and special purpose investment vehicle focused on investments in companies in the renewable fuels and energy sector, for a private placement of equity securities of the Company in an\naggregate investment amount of $6,000,000 (the “EEME Investment”). As previously reported, $5,000,000 of net proceeds will be used to fund the Company’s investment in Southern Energy Renewables, Inc., a Louisiana corporation (“Southern”), and the\nremaining $1,000,000 is expected to be used by the Company for general working capital purposes.\n\n \n\nOn June 30, 2026, the Company entered into a definitive Securities Purchase Agreement (the “SPA”) with EEME and Southern, which is intended to\nsupersede the Term Sheet and serves to modify the terms thereof. The material terms of the SPA are as follows:\n\n \n\nAdvance and Series A Non-Voting Preferred Shares.  Pursuant to the SPA, EEME will advance $5,000,000 to the Company, which the Company will in turn advance to Southern in support of the business combination contemplated by that certain\nBusiness Combination Agreement (the “BCA”) among XCF Global, Inc., a Delaware corporation, the Company, Southern, and certain merger subsidiaries dated effective as of  April 13, 2026. Upon the closing of the transactions contemplated by the BCA\n(the “Business Combination”), the advances from EEME to the Company will be deemed a direct advance by EEME to Southern in consideration of common stock issuance by Southern. In the event the BCA is terminated prior to closing, the Company will\ncreate and issue 50,000 Series A Non-Voting Preferred Shares to EEME. The Series A Non-Voting Preferred Shares are non-voting, carry no preferred dividends, are not convertible, and are senior to the Company’s common shares in liquidation.\n\n \n\nCommon Shares.  EEME will purchase $1,000,000 of the Company’s common shares at a price of $0.28683 per share (representing 90% of the 15-day volume-weighted average price of the Company’s shares preceding the agreement date), resulting in\nthe issuance of 3,486,386 Common Shares (the “Shares”). Payment for the Shares may be made in tranches, with the balance due by September 30, 2026.\n\n \n\nVoting Support.  EEME has agreed to vote any securities it holds in favor of the Domestication (as defined in the BCA) and the DevvStream Merger contemplated under the BCA.\n\n \n\nAs of the date of the SPA, EEME has advanced an aggregate of $1,500,000 to the Company, of which $1,499,800 has been advanced by the Company to\nSouthern. The balance of the $6,000,000 EEME Investment remains to be funded at one or more subsequent closings on mutually agreed dates on or before September 30, 2026.\n\n \n\nThe foregoing description of the SPA and EEME Investment does not purport to be complete and is qualified in its entirety by reference to the full\ntext of the SPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}