DevvStream Corp. Common Stock

XCF Global Inc., DevvStream Corp. and Southern Energy Renewables Inc. amended their previously announced Business Combination Agreement, raising the ownership stake existing XCF shareholders are expected to hold in the combined company to approximately 69.57% from 66.7% under the original terms. Former DevvStream shareholders are now expected to own approximately 10.43%, up from approximately 10.0%, while former Southern shareholders are expected to own approximately 20.0%, down from approximately 23.3%. The amendment also brings new capital support: GL PART SPV I has invested $1.0 million in XCF through the company's previously announced warrant program, purchasing warrants to acquire common stock at an exercise price of $2.50 per share, and EEME Energy SPV I LLC and GL PART SPV I LLC have agreed to fund at least $4.3 million in aggregate additional capital to XCF within three months of closing, with commercially reasonable efforts to invest at least $50 million in aggregate over the 12 months following closing. The parties also removed or revised certain closing conditions, including previously specified XCF revenue and EBITDA thresholds and the Nasdaq Sweden listing requirement, while applicable Nasdaq approval requirements remain in place. XCF's previously announced full-year 2027 outlook is unchanged, targeting gross product sales of $775 - 825 million, net revenue of approximately $110 million to $120 million and EBITDA of approximately $65 million to $70 million for the year ending December 31, 2027. Upon completion, Southern and DevvStream would each become wholly owned subsidiaries of XCF, which would continue as the publicly traded parent company.