Devvstream CORP. 8-K Filing

Key Financial Figures

• $15 — ompany Shares") at a price per share of $15.58, for an aggregate equity investment
• $2,000,000 — gate equity investment of approximately $2,000,000 (the "PIPE Investment" and such shares,
• $0.0001 — following the Domestication, par value $0.0001 per share (the "Post-Domestication Comp
• $10,000,000 — fect; (d) Southern maintaining at least $10,000,000 of assets on its unaudited balances she
• $1,000,000 — ume of the Common Stock is in excess of $1,000,000 on such trading day, and (ii) it will n
• $7,500,000 — y receives net proceeds of no less than $7,500,000 prior to February 28, 2026. 3. The C
• $15.58 — se price of approximately $2,000,000 or $15.58 per PIPE Share. The SPA contains custom
• $350,000 — the Merger and the Domestication. Up to $350,000 of such net proceeds will be used to sa

Filing Documents

• ef20060292_8k.htm (8-K) — 87KB
• ef20060292_ex2-1.htm (EX-2.1) — 831KB
• ef20060292_ex10-1.htm (EX-10.1) — 155KB
• ef20060292_ex10-2.htm (EX-10.2) — 128KB
• ef20060292_ex10-3.htm (EX-10.3) — 68KB
• ef20060292_ex10-4.htm (EX-10.4) — 79KB
• ef20060292_ex99-1.htm (EX-99.1) — 29KB
• 0001140361-25-044124.txt ( ) — 1814KB
• devs-20251203.xsd (EX-101.SCH) — 4KB
• devs-20251203_lab.xml (EX-101.LAB) — 22KB
• devs-20251203_pre.xml (EX-101.PRE) — 16KB
• ef20060292_8k_htm.xml (XML) — 4KB

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Item 1.01 Entry into a Material Definitive Agreement. Transactions On December 3, 2025 , DevvStream Corp., an Alberta corporation (the "Company") entered into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement" and the transactions contemplated thereby including the Merger, PIPE Investment and Domestication, collectively, the "Transactions"), by and among the Company, Southern Energy Renewables Inc., a Louisiana corporation ("Southern"), and Sierra Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company ("Merger SubCo"). The terms of the Transactions, which contain customary representations and warranties, covenants and closing conditions, are summarized below. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in Merger Agreement. Structure of the Transactions The Transactions are structured as follows: (a) concurrent with the signing of the Merger Agreement, an investor and current shareholder of Southern (the "Southern Investor") purchased common shares, without par value, of the Company (the "Pre-Domestication Company Shares") at a price per share of $15.58, for an aggregate equity investment of approximately $2,000,000 (the "PIPE Investment" and such shares, the "PIPE Shares"); (b) prior to the Effective Time of the Merger, the Company will migrate to and domesticate as a Delaware corporation (the "Domestication"); and (c) at the Effective Time, Merger SubCo will merge with and into Southern with Southern surviving the merger as the surviving corporation (the "Merger"), pursuant to which existing equity in Southern will be exchanged for equity in the Company resulting in shareholders of Southern (the "Southern Shareholders") holding, inclusive of the PIPE Shares, seventy percent (70%) of the Company Shares on a fully-diluted basis upon completion of the Tran

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Item 7.01 Regulation FD Disclosure. On December 3, 2025, the Company issued a press release announcing the execution of the Transaction Documents. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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Item 8.01 Other Events. PIPE In connection with the Merger Agreement, on December 3, 2025, the Company entered into a securities purchase agreement (the "SPA") with Southern's sole shareholder at the time of the agreement (the "Investor"), pursuant to which the Company agreed to issue and sell to the Investor an aggregate of 128,370 PIPE Shares, for an aggregate purchase price of approximately $2,000,000 or $15.58 per PIPE Share. The SPA contains customary representations, warranties and covenants of the Company and the Investor. In connection with the SPA, the Company and Investor entered into a Company Support & Lock-Up Agreement, pursuant to which, among other things, the Investor agreed to certain transfer restrictions and stop-transfer instructions reflecting the unregistered status of the PIPE Shares. The PIPE Investment was made in reliance on the private offering exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. The PIPE Shares have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company expects to use the net proceeds from the PIPE Investment for general corporate purposes, including transaction-related costs in connection with the Merger and the Domestication. Up to $350,000 of such net proceeds will be used to satisfy Southern's expenses related to the Transactions. Registration Rights Agreement In connection with the PIPE Investment, the Company and the Investor entered into a registration rights agreement, dated as of December 3, 2025 (the "RRA"), pursuant to which the Company agreed to register the resale of the PIPE Shares and the shares to be issued to certain Southern Shareholders in connection with the Merger (and, as applicable, any securities issue

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