デブストリームの適時開示・重要契約・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2026

DEVVSTREAM CORP.

(Exact name of registrant as specified in its charter)

Alberta, Canada	001-40977	86-2433757
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2108 N St., Suite 4254

Sacramento, California

(Address of principal executive offices)

95816

(Zip Code)

(647) 689-6041

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	DEVS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On March 13, 2026, DevvStream Corp., an Alberta corporation (the “Company” or “DevvStream”), entered into a Conversion Agreement (the “Agreement”) with Focus Impact Partners, LLC, a Delaware limited liability company (“FIP”), and Focus Impact Sponsor, LLC, a Delaware limited liability company (“FIS” and, together with FIP, “Focus Impact”), pursuant to which the Company agreed to convert certain outstanding debt obligations owed to Focus Impact into Common Shares of the Company.

Pursuant to the Agreement, and subject to certain limitations described below, the Company agreed to convert the following obligations into equity: (i) $4,490,736 in principal and accrued interest outstanding under certain Secured Convertible Notes (the “Convertible Notes”) previously issued to Focus Impact; and (ii) $1,000,000 in accrued consulting fees owed to FIP under a Strategic Consulting Agreement dated November 13, 2024 (the “Consulting Agreement”). The aggregate amount of $5,490,736 (the “Converted Amount”) will be converted into 6,083,244 Common Shares (the “Conversion Shares”) of the Company, with 3,556,839 shares being issued to FIS and 2,526,405 shares being issued to FIP, at a conversion price of $0.9026 per share (the “Conversion Price”), in full satisfaction of all amounts due under the Convertible Notes and the Consulting Agreement.

The offer and sale of the Conversion Shares to Focus Impact is being made in reliance upon Rule 506(b) and Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption or exclusion from the registration requirements of the Securities Act as may be available with respect to the transactions contemplated by the Agreement.

The Agreement includes customary provisions, including representations, warranties, and covenants of the parties. The foregoing summary of the Agreement is qualified in its entirety by reference to the full text of the Conversion Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Additional Information and Where to Find It

In connection with the Proposed Transaction, among the Company, XCF, Southern, and EEME, the Company expects that XCF (the surviving company as a result of the Proposed Transaction) will prepare and file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that will contain preliminary proxy statements of the Company and XCF that also constitutes a prospectus of XCF (the “Proxy Statements/Prospectus”), in connection with the Proposed Transaction. The definitive proxy statement is expected to be mailed to stockholders of the Company and XCF as of a record date to be established for voting on the Proposed Transaction and other matters as described in the Proxy Statement/Prospectus. The Company, XCF and Southern may also file other documents with the SEC regarding the Proposed Transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that the Company, XCF and Southern (as applicable) may file with the SEC in connection with the Proposed Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY THE COMPANY, XCF OR SOUTHERN WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The Company’s and XCF’s investors and security holders will be able to obtain free copies of the Proxy Statements/Prospectus (when they become available), as well as other filings containing important information about the Company, XCF, Southern, and other parties to the Proposed Transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) XCF will be available free of charge under the tab “Financials” on the “Investors” page of the XCF’s website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting the XCF’s Investor Relations Department at safx@xcf.global and (ii) the Company will be available free of charge under the tab “Financials” on the “Investor Relations” page of Company’s website at www.devvstream.com/investors/or by contacting the Company’s Investor Relations Department at ir@devvstream.com.

Participants in the Solicitation

The Company, XCF, Southern, EEME and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s and XCF’s stockholders in connection with the Proposed Transaction. A list of the names of such directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, filed with the SEC on October 21, 2025, and in other documents subsequently filed with the SEC and (ii) the Company is contained in the Company’s proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025, and in other documents subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that involve substantial risks and uncertainties including statements regarding the Term Sheet, the Proposed Transaction contemplated thereby, the anticipated structure, timing and conditions of the Proposed Transaction, the anticipated completion of the plant conversion specified in the Term Sheet for the Proposed Transaction, the achievement of specified financial and operational milestones (including annualized blended fuel product revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million), the anticipated issuance of state-supported bonds by Southern, the valuation the parties are aiming to achieve following the consummation of the Proposed Transaction, and the expected benefits of the Proposed Transaction. All statements, other than statements of historical facts, are forward-looking statements, including statements regarding the expected timing, structure and terms of the Proposed Transaction; the ability of the parties to complete the Proposed Transaction considering the various closing conditions; the expected or targeted benefits of the Proposed Transaction; legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by words such as “aim,” “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “plan,” “could,” “would,” “project,” “predict,” “continue,” “target,” “objective,” “goal,” “designed,” or the negatives of these words or other similar expressions that concern the Company’s, XCF’s or Southern’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.

We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.

Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, regulatory and legal conditions; (2) the risk that the plant conversion specified in the Term Sheet for the Proposed Transaction is delayed, not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that XCF is unable to achieve the specified annualized revenue and EBITDA thresholds contemplated by the Term Sheet, which depend in significant part on XCF’s business performance, operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern does not receive authorization to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued at all; (5) the risk that XCF is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards, including regaining compliance with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained within applicable cure periods; (6) the risk that negotiations among the parties relating to the Term Sheet or any contemplated definitive agreements are delayed, modified, suspended or terminated, including as a result of alleged breaches or differing interpretations of the binding provisions of the Term Sheet; (7) the inability of the parties to agree on mutually acceptable definitive agreements or to satisfy or waive the closing conditions contemplated by the Term Sheet; (8) the occurrence of events, changes or other circumstances that could give rise to the termination of the Term Sheet or any related negotiations, or that could result in disputes or litigation relating to the interpretation, enforceability or performance of the binding provisions of the Term Sheet; (9) the outcome of any legal proceedings that may be instituted against the Company, XCF, Southern, EEME or their respective affiliates, which could be costly, time-consuming, divert management attention and adversely affect liquidity or financial condition; (10) uncertainty with respect to the scope, timing or completion of due diligence by any party and each party’s satisfaction therewith; (11) uncertainty regarding valuations, capital structure, financing arrangements, equity ownership, or the allocation of economic interests contemplated by the Term Sheet, including the risk that, in the event the Proposed Transaction closes, the parties may never achieve their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement only represents an objective that the parties intend to achieve on a future date and such objective has not in the past and may never in the future be achieved); (12) changes to the structure, timing or terms of any Proposed Transaction that may be required or deemed appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange requirements or regulatory guidance; (13) the risk that required regulatory, governmental, stock exchange or stockholder approvals are not obtained, are delayed or are subject to conditions that could adversely affect the parties or the expected benefits of any contemplated transaction; (14) the risk that the announcement of the Term Sheet or the pursuit of the contemplated transactions disrupts current plans, operations or relationships of the Company, XCF or Southern; (15) the risk that anticipated benefits of any contemplated transaction are not realized due to competition, execution challenges, market conditions, or the inability to grow and manage operations profitably; (16) costs, expenses and management distraction associated with the Term Sheet, negotiations, potential litigation and any contemplated transactions; (17) changes in applicable laws, regulations or enforcement priorities, including extensive regulation and compliance obligations applicable to the parties’ businesses; and (18) other economic, business, competitive, operational or financial factors beyond management’s control, including those described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the SEC, including the Company’s Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available on DevvStream’s website at www.devvstream.com/investors/ and DevvStream’s profile at www.sedarplus.ca.

Although the Term Sheet provides that certain provisions are binding on the parties, it does not obligate the parties to consummate the Proposed Transaction. The consummation of the Proposed Transaction remains subject to the negotiation, execution and delivery of definitive agreements and the satisfaction or waiver of applicable closing conditions, and the Term Sheet may be terminated in accordance with its terms. There can be no assurance that any definitive agreements will be entered into or that the Proposed Transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.

Any forward-looking statements speak only as of the date of this communication. Neither the Company, XCF, Southern or EEME undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this communication nor the continued availability of this communication in archive form on the Company’s website at www.devvstream.com/investors/ or XCF’s website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.

Item 3.02

Unregistered Sales of Equity Securities.

Information regarding unregistered sales of securities set forth under Item 1.01 of this Current Report on Form 8 -K is incorporated herein by reference.

Item 8.01

Other Events.

On March 13, 2026, the Company issued a press release announcing that it reduced its debt by approximately $6.9 million and had secured zero-interest bridge financing to support completion of the three-way merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the press release is qualified in its entirety by reference to such exhibit.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description

99.1		Press Release, dated as of March 13, 2026.
10.1		Conversion Agreement, dated as of March 13, 2026, by and among DevvStream Corp., Focus Impact Partners, LLC and Focus Impact Sponsor, LLC.
104		Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 19, 2026
	DEVVSTREAM CORP.

	By:	/s/ Sunny Trinh
	Name:	Sunny Trinh
	Title:	Chief Executive Officer

EX-10.1 2 ef20068315_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (“Agreement”) is made effective as of March 10, 2026 (the “Effective Date”) by and between DevvStream Corp., an Alberta corporation (the “Company”), Focus Impact Partners, LLC, a Delaware limited liability company (“FIP”), and Focus Impact Sponsor, LLC, a Delaware limited liability company (“FIS” and collectively with FIP, “Focus Impact”).

WHEREAS, the Company has entered into certain Secured Convertible Notes (the “Convertible Notes”) with Focus Impact, including those set forth in Exhibit A attached hereto, pursuant to which it owes Focus Impact $4,490,736 as of the Effective Date, which amount, the Parties agree, includes 100% of the outstanding principal amount of the Convertible Notes plus all accrued interest thereon as of the Effective Date (the “Outstanding Note Obligation”);

WHEREAS, the Company has entered into a Strategic Consulting Agreement as of November 13, 2024 with FIP (the “Consulting Agreement”), pursuant to which it owes FIP $1,000,000 in consulting fees as of the Effective Date (the “Accrued Fee” and collectively with the Outstanding Note Obligation, the “Converted Amount”);

WHEREAS, the parties hereto (the “Parties”) wish to convert the entire $5,490,736 Converted Amount into Common Shares of the Company on the term set forth below; and

WHEREAS, in order to induce Focus Impact to convert the Converted Amount effective as of the Effective Date, the Company has agreed, effective as of the Effective Date, to lower set the conversion price of the Converted Amount to $0.9026 per share, which is a price per share that is in excess of the Minimum Price (as defined below) contemplated by Nasdaq Rule 5635(d) as of the Effective Date;

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Conversion. Notwithstanding anything to the contrary in the Convertible Notes or the Consulting Agreement, the Parties hereby agree to immediately convert the entire Converted Amount, including all outstanding principal and accrued interest on the Convertible Notes and all Accrued Fees as of the Effective Date, at a conversion price (the “Conversion Price”) of $0.9026 per share, which reflects the Company’s 20-trading-day volume-weighted average price calculated using end-of-day Close and Volume for the 20 trading days ending March 5, 2026, into a total of 6,083,244 Common Shares (the “Conversion Shares”) of the Company, with 3,556,839 shares being issued to FIS and 2,526,405 shares being issued to FIP, in full satisfaction of all amounts, due, owing or outstanding under the Convertible Notes and the Consulting Agreement, including all outstanding principal and accrued interest on the Convertible Notes and all Accrued Fees, as of the Effective Date. The Parties agree and acknowledge that that the Conversion Price exceeds the “Minimum Price”, as of the Effective Date, as defined in Nasdaq Rule 5635(d). For purposes of Rule 5635(d), (A) “Minimum Price” means a price that is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of this Agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of this Agreement.

2. Deliveries. Within three business days of the Effective Date, the Company shall deliver to FIS and FIP the Common Shares to which they each are entitled pursuant to this Agreement and FIS and FIP will deliver to the Company the Convertible Notes for cancellation.

3. Release of Liens. Effective as of the Effective Date, all security interest granted to Focus Impact, including without limitation pursuant to the Security Agreement dated as of December 18, 2024 among the Company, FIP and FIS is hereby terminated and Focus Impact agrees that the Company may file UCC-3 termination statements recording the release of all liens related to the Convertible Notes.

4. Registration Rights. If at any time after the Effective Date the Company receives a written request from FIP that the Company file a registration statement under the Securities Act (as defined below) covering the registration of the resale of the Conversion Shares, then the Company shall, within 60 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of this Agreement and applicable securities laws, use its commercially reasonable efforts to file a Registration Statement on Form S-3 (or Form S-1 if Form S-3 is unavailable) with the SEC covering the resale of the Conversion Shares. Additionally, if the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities, the Company shall, at such time, promptly give FIP written notice of such registration. Upon the written request of FIP given within 10 days after the delivery of such notice, the Company shall, subject to the provisions of this Agreement, use its commercially reasonable efforts to cause the resale of the Conversion Shares to be registered in such registration statement, subject to customary underwriter lock up and share limitation provisions. The Company will pay all customary registration expenses (legal, accounting, filing fees), excluding underwriting discounts associated with any such registration, and will indemnify FIP and FIS against damages arising from material misstatements in such registration statement, other that information contained therein that is provided to the Company by FIP or FIS.

5. Representations and Warranties of the Company. The Company hereby represents and warrants to Focus Impact as follows:

5.1 Authorization. All corporate action has been taken on the part of the Company necessary for the authorization, execution and delivery of this Agreement. This Agreement has been duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

5.2 Offering. The Conversion Shares issued to Focus Impact pursuant to this Agreement are duly and validly issued, fully paid and non-assessable. Subject to Focus Impact’s representations contained herein, the offer, issuance and sale of Conversion Shares are exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”) and all other all applicable federal and state securities laws.

5.3 No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) result in a violation of the Company’s Certificate of Incorporation, Bylaws or other organizational documents (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “Principal Market”) and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company.

6. Representations and Warranties of Focus Impact. Each of FIP and FIS hereby represents and warrants to the company as follows:

6.1 Authorization. All limited liability company action has been taken on the part of each of FIP and FIS necessary for the authorization, execution and delivery of this Agreement. This Agreement has been duly executed and delivered by each of FIP and FIS, and each constitutes the legal, valid and binding obligations of FIP and FIS, enforceable against them in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

6.2 Purchase Entirely for Own Account. Each of FIP and FIS is acquiring the Conversion Shares for investment for their own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. Neither FIP nor FIS has any present intention of selling, granting any participation in, or otherwise distributing the Conversion Shares.

6.3 Disclosure of Information. Each of FIP and FIS has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Conversion Shares with the Company’s management and have had an opportunity to review the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the financial statements and all risk factors contained therein. Each of FIP and FIS understands that its investment in the Conversion Shares involves a high degree of risk. Each of FIP and FIS has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Conversion Shares.

6.4 Restricted Securities. Each of FIP and FIS understands that the Conversion Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of their representations as expressed herein. Each of FIP and FIS understands that the Conversion Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, they must hold the Conversion Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Each of FIP and FIS acknowledges that the Company has no obligation to register or qualify the Conversion Shares. Each of FIP and FIS further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Conversion Shares, and on requirements relating to the Company which are outside of Each of FIP’s and FIS’ control, and which the Company is under no obligation and may not be able to satisfy.

6.5 Legends. Each of FIP and FIS understands that the Conversion Shares and any securities issued in respect of or exchange for the Conversion Shares, may bear one or all of the following legends:

(a) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

(b) Any legend required by the securities laws of any state to the extent such laws are applicable to the Conversion Shares.

6.6 Accredited Investor. Each of FIP and FIS is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

6.7 Reliance on Exemptions. Each of FIP and FIS understands that the Conversion Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and their compliance with, the representations, warranties, agreements, acknowledgments and understandings of FIP and FIS set forth herein in order to determine the availability of such exemptions and the eligibility of FIP and FIS to acquire the Conversion Shares.

7. Miscellaneous.

7.1 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter.

7.2 Choice of Law. This Agreement has been executed, delivered and accepted in, and shall be deemed to have been made in, New York and shall be governed by and construed and enforced in accordance with the Laws of the State of New York.

7.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR ANY PROCEEDING TO WHICH THE COMPANY OR ANY PARTY IS A PARTY, INCLUDING ANY ACTIONS BASED UPON, ARISING OUT OF, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE COMPANY OR ANY PARTY.

7.4 Severability. To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

7.5 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or electronic (“pdf” or “tiff”) format shall be effective as delivery of a manually executed counterpart to this Agreement or electronic signatures, if applicable.

7.6 Amendments and Waivers. Neither this Agreement nor any provision hereof may be waived, amended, extended, restated, amended and restated, modified, supplemented or terminated except pursuant to an agreement or agreements in writing by all the Parties. No such waiver, amendment, extension, restatement, amendment and restatement, modification, supplement or termination shall be binding upon Company, except with its prior written consent.

7.7 Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and by the respective permitted successors and assigns of the parties hereto, and all references herein to any party shall be deemed to include its successors and assigns. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement

7.8 Fees and Expenses. At the Closing, each Party shall each pay its own fees and expenses, if any, and all other expenses incurred by such party in connection with the negotiation, preparation, execution, delivery and performance of this Agreement.

7.9 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.10 Survival of Warranties. Unless otherwise set forth in this Agreement, the representations, warranties, covenants and agreements of the Company and the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing.

[Remainder of this page intentionally left blank; signatures to follow]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

	Focus Impact Sponsor, LLC

	By:	/s/ Carl Stanton

Name:

Carl Stanton

Title:

Partner


	Focus Impact Partners, LLC

	By:	/s/ Wray Thorn

Name:

Wray Thorn

Title:

Authorized Signatory


	DevvStream Corp.

	By:	/s/ Sunny Trinh

Name:

Sunny Trinh

Title:

Chief Executive Officer

Exhibit A

List of Convertible Notes

•

5.30% Secured Convertible Note, in the original principal amount of $3,000,000, dated November 13, 2024, in favor of Focus Impact Sponsor, LLC.

•

5.30% Secured Convertible Note, in the original principal amount of $982,150, dated November 13, 2024, in favor of Focus Impact Partners, LLC.

•

5.30% Secured Convertible Note, in the original principal amount of $218,000, dated March 19, 2025, in favor of Focus Impact Partners, LLC.

EX-99.1 3 ef20068315_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

DevvStream Reduces Debt by Approximately $5.9 Million, Net of an Additional $700,000 Loan to Support the Company’s Working Capital Needs

Key partners convert debt to equity at a premium, demonstrating

confidence in DevvStream’s long-term value

Calgary, Alberta – March 13, 2026 – DevvStream Corp. (NASDAQ: DEVS) (“DevvStream” or the “Company”), a leading carbon management and environmental asset development company, today announced a series of strategic transactions that collectively reduce approximately $5.9 million of outstanding debt, materially strengthening the Company’s balance sheet. The transactions include a combination of debt-to-equity conversions and debt repayment from key strategic partners, along with additional $700,000 loan to support ongoing operations.

Focus Impact Partners, including its affiliates (“FIP”) has converted 100% of its 5.3% convertible notes due November 2026 (“FIP Notes”), and certain consulting fees totaling approximately $5.5 million in aggregate, into equity of DevvStream at a 12.9% premium to the Company’s March 10, 2026 closing share price, demonstrating strong confidence in the Company’s long-term strategy and equity value. Additionally, Helena Partners (“Helena”) has agreed to release approximately $1.2 million from the Company’s cash collateral account, related to the existing $10.0 million convertible note (“Helena Note”) dated July 17, 2025, allowing DevvStream to prepay approximately $1.1 million of debt owed to Helena. Helena has also agreed to waive all monthly interest charges otherwise accruing and payable under the Note through May 2026 (the “Interest Waiver”). In addition, Helena has provided DevvStream with a $700,000, 0% interest loan due March 2027 to support the Company’s general working capital needs.

Together, these transactions reduce DevvStream’s outstanding debt by approximately $5.9 million, materially improving the Company’s capital structure.

“These transactions represent a significant step forward in strengthening DevvStream’s financial foundation,” said Sunny Trinh, Chief Executive Officer of DevvStream. “The willingness of our partners to convert debt into equity—particularly at a premium to our current share price—reflects meaningful confidence in the Company’s direction and long-term value. By reducing approximately $5.9 million net of debt and securing additional funding, we have improved our balance sheet and positioned the Company to continue executing on our strategy and delivering value for shareholders.”

About DevvStream

DevvStream Corp. (NASDAQ: DEVS) is a leading carbon management firm specializing in the development, investment, and monetization of environmental assets. The Company partners with corporations, governments, and project developers globally to generate and manage high-integrity environmental credits and certificates that support decarbonization and sustainability objectives.

For more information, please visit www.devvstream.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding the anticipated benefits of the transactions described herein, the Company’s ability to strengthen its balance sheet and capital structure, the Company’s working capital runway and ability to fund operations, the Company’s expectations regarding continued execution of its business strategy, the anticipated effect of the Interest Waiver, and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions, or future events or performance.

All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “may,” “will,” “should,” “could,” “project,” “target,” “goal,” “seek,” “potential,” “continue,” or the negatives of these words or other similar expressions that concern the Company’s expectations, strategy, plans, or intentions.

Forward-looking statements are based on current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those projected or implied. The Company can give no assurance that any plans, estimates, or expectations will be achieved. Important factors that could cause actual results, developments, or outcomes to differ materially from those expressed or implied by forward-looking statements include, among others:

(1) the ability of the Company to maintain sufficient liquidity and working capital to fund ongoing operations, including the risk that the $700,000 working capital loan provided by Helena may be insufficient to meet the Company’s near-term cash needs;

(2) the risk that the debt-to-equity conversions described herein do not achieve the anticipated improvement to the Company’s capital structure or balance sheet;

(3) fluctuations in the market price of the Company’s common shares on the Nasdaq Capital Market;

(4) the risk that the Company is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards, including without limitation stockholder equity and minimum bid price requirements, which could result in delisting if compliance is not regained within applicable cure periods;

(5) changes in domestic and foreign business, market, financial, political, regulatory, and legal conditions affecting the Company’s business or the voluntary carbon credit market generally;

(6) the risk that demand for voluntary carbon credits or environmental assets declines, including as a result of changes in corporate sustainability commitments, evolving regulatory frameworks, or adverse developments in carbon market integrity standards;

(7) changes in laws, regulations, or government policies relating to carbon markets, climate finance, or environmental asset monetization, including actions by the U.S. federal government, Canadian federal or provincial authorities, or international regulatory bodies;

(8) the Company’s ability to execute on its business strategy, including its ability to originate, develop, and monetize high-integrity environmental credits and certificates at anticipated volumes and pricing;

(9) the ability of the Company to access capital markets or obtain additional financing on acceptable terms, or at all, to fund future operations and growth initiatives;

(10) the risk that the terms of the Helena Note or other existing debt obligations impose operational constraints that adversely affect the Company’s business flexibility;

(11) the outcome of any legal, regulatory, or other proceedings that may be instituted against the Company, which could be costly, time-consuming, and divert management attention;

(12) risks related to the limitations on the Company’s operations imposed by the Merger Agreement dated December 3, 2025 among the Company and the other parties thereto;

(13) general economic conditions, including inflationary pressures, interest rate changes, geopolitical uncertainty, and their potential impact on the Company’s business and financial condition; and

(14) other economic, business, competitive, operational, or financial factors beyond management’s control, including those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, and in subsequent reports filed with the SEC and Canadian securities regulatory authorities, available on the Company’s profile at www.sedarplus.ca and on the SEC’s website at www.sec.gov.

The forward-looking statements in this press release are based on information available to the Company as of the date hereof. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication and are not guarantees of future performance or outcomes.

Any forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, developments, or otherwise, except as required by applicable securities laws. Neither the future distribution of this press release nor the continued availability of this press release in archive form on the Company’s website at www.devvstream.com/investors/ should be deemed to constitute an update or re-affirmation of these statements as of any future date.

Investor Relations

DevvStream Corp.

IR@devvstream.com

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