DevvStream Corp 8-K, filed Dec 4, 2025
DevvStream Corp. (DEVSF)
8-K
2025-12-04
For: 2025-12-04
View Original
Added on
April 12, 2026
About this 8-K
DevvStream Corp filed this 8-K on December 4, 2025.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): December 4, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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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 8.01. |
Other Events.
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On December 4, 2025, DevvStream Corp. (the “Company”) issued a press release announcing that Southern Energy
Renewables Inc. (“Southern”), a U.S.-based producer of low-cost fuels made from biomass, with a flagship Louisiana project that plans to utilize regional wood-waste biomass to deliver green methanol and
carbon-negative sustainable aviation fuel (“SAF”), announced that the Louisiana Community Development Authority (“LCDA”) approved a resolution authorizing the issuance,
subject to further approvals, of up to $402 million of Louisiana Local Government Environmental Facilities and Community Development Authority Revenue Bonds in support of Southern’s planned biomass‑to‑fuel facility in Louisiana. The Company and
Southern previously announced a proposed business combination to form a new U.S.‑domiciled, Nasdaq‑listed company focused on producing low‑cost, carbon‑negative SAF and green methanol using domestic biomass, integrated carbon capture, and
environmental‑asset capabilities.
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.
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(d) Exhibits:
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Exhibit No.
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Description
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Press Release dated December 4, 2025.
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104
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Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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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.
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Dated: December 4, 2025
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DEVVSTREAM CORP.
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By:
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/s/ Sunny Trinh
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Name:
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Sunny Trinh
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Title:
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Chief Executive Officer
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Exhibit 99.1
Louisiana Community Development Authority Authorizes up to $402 Million in Revenue Bonds for Southern Energy Renewables’ Louisiana Fuel Project
Step strengthens Louisiana’s role in U.S. energy leadership and advances project finance process for biomass‑to‑fuel facility
SACRAMENTO, California and NEW ORLEANS, Louisiana, December 4, 2025 — DevvStream Corp. (Nasdaq: DEVS) (“DevvStream”), a leading carbon management and environmental-asset monetization firm, and Southern Energy Renewables Inc. (“Southern”), a U.S.-based producer of low-cost fuels made from biomass, with a flagship Louisiana project that plans to utilize regional wood-waste biomass to deliver green methanol and carbon-negative sustainable aviation fuel
(“SAF”) at scale, today announced that the Louisiana Community Development Authority (“LCDA”) has approved a resolution authorizing the issuance, subject to further approvals, of up to $402 million of Louisiana Local Government
Environmental Facilities and Community Development Authority Revenue Bonds in support of Southern’s planned biomass‑to‑fuel facility in
Louisiana.
The facility is designed to use regional wood‑waste biomass and proven conversion technologies, together with
integrated carbon capture, to produce methanol and carbon‑negative SAF at commercial scale. By anchoring this investment in Louisiana, Southern aims to strengthen U.S. energy leadership with a
“made in America” supply of advanced fuels that can serve both domestic and international markets, while supporting jobs and industrial activity in a state that has long been central to the nation’s energy economy.
The LCDA approval represents an important milestone in the conventional project‑finance process. It permits Southern,
working through LCDA as a conduit issuer, to seek an allocation of “volume cap” from the Louisiana State Bond Commission in the same $402 million amount. The volume‑cap request is currently
scheduled for the week of December 15, 2025. At this time, no allocation of volume cap has been made; the final step is expected to be an Executive Order from the Governor of Louisiana, which is currently anticipated in January 2026. Until an
Executive Order allocating volume cap is issued and bonds are actually sold, the LCDA approval does not represent committed funding, but Southern and DevvStream believe it does demonstrate meaningful progress toward a conventional U.S. project‑finance structure for the planned biomass‑to‑fuel facility.
“We are grateful for the support we are receiving in Louisiana,” said Jay Patel, Chief Executive Officer of Southern Energy Renewables. “The LCDA’s authorization is an
important milestone for our planned Louisiana facility and for our broader effort to produce advanced fuels here in the United States. Louisiana’s combination of feedstock availability, logistics infrastructure, and an experienced energy workforce
creates a strong platform for long‑term competitiveness. This step also aligns with federal objectives to strengthen domestic energy security, expand U.S. industrial capacity, and support
responsible decarbonization of hard‑to‑serve sectors.”
“We believe that this is the kind of step investors want to see in U.S. project finance: conventional, process-driven, and de-risking,” said Carl Stanton, Chairman of
DevvStream. “It creates a potential non-recourse financing path to support scale while protecting equity value, subject to remaining approvals and a successful bond issuance.”
The revenue bonds contemplated under the LCDA resolution are expected to be limited obligations of the issuer payable solely from project‑related revenues and other pledged security, and not from the general funds of the State of Louisiana. Final terms, including interest rates, maturities, security, and covenants, will be determined at the time of any bond
issuance and remain subject to additional approvals, documentation, and market conditions.
Southern’s Louisiana fuels project and the LCDA authorization complement the previously announced business combination between DevvStream and Southern to form a
new U.S.‑domiciled, Nasdaq‑listed company focused on producing low‑cost, carbon‑negative SAF and green methanol using domestic biomass, integrated carbon capture, and environmental‑asset capabilities.
In connection with the proposed business combination transaction among DevvStream, Southern, and Sierra Merger Sub, Inc., DevvStream 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 a proxy statement of DevvStream that also constitutes a prospectus (the “Proxy Statement/Prospectus”). A definitive
Proxy Statement/Prospectus will be mailed to stockholders of DevvStream. DevvStream and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not
a substitute for any proxy statement, registration statement or prospectus, or any other document that DevvStream and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed
transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED BY DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, 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. DevvStream’s investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus
(when they become available), as well as other filings containing important information about DevvStream, 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 DevvStream will be available free of charge under the tab “Financials” on the “Investor Relations” page of DevvStream’s website at www.devvstream.com/investors/ or by contacting DevvStream’s
Investor Relations Department at ir@devvstream.com
Participants in the Solicitation
DevvStream, Southern 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 DevvStream’s stockholders in connection with the proposed transaction. Information regarding the directors and executive officers of DevvStream is contained in DevvStream’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 press release 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 of 1933, as amended.
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 and Section 21E of the Exchange Act that involve
substantial risks and uncertainties. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties to complete
the proposed transaction considering the various closing conditions; the expected 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 the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,”
“overestimate,” “underestimate,” “believe,” “plan,” “could,” “would,” “project,” “predict,” “continue,” “target,” or the negatives of these words or other similar terms or expressions that concern DevvStream’s or Southern’s expectations, strategy,
priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, and expectations 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 vary materially from those indicated or anticipated 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.
Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: anticipated benefits of the
transaction creating stockholder value or access to capital markets; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the occurrence of any
event that could give rise to termination of any of the documents related to the proposed transaction; the risk that shareholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction
or result in significant costs of defense, indemnification and liability; the uncertainty of obtaining shareholder and regulatory approvals, including shareholder approval from both parties and listing of the combined company’s common stock on
Nasdaq; the uncertainty of DevvStream’s capital requirements and cash runway, including receipt by DevvStream of any necessary financing; market acceptance of the combined company; risks associated with the business of the combined company, , the
risk related to Southern’s ability to obtain bond allocation from the Louisiana Community Development Authority in support of its flagship biomass-to-fuel facility and secure offtake agreements; general economic, financial, legal, political, and
business conditions and other risks and uncertainties including those set forth in DevvStream’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 profile at www.sedarplus.ca.
These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the Proxy Statement/Prospectus that will be included in the
registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in registration statement on Form S-4 will be,
considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We
caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of
operations, financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication.
Any forward-looking statements speak only as of the date of this communication. Neither DevvStream or Southern 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
DevvStream’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.
About DevvStream
DevvStream (Nasdaq: DEVS) is a carbon management company focused on the development, investment, and sale of environmental assets worldwide, including carbon credits and
renewable energy certificates. Visit devvstream.com for more information.
About Southern Energy Renewables
Southern Energy Renewables Inc. is a U.S.-based clean fuels, chemicals and products developer focused on advancing large-scale biomass-to-fuels projects. These projects
are designed to produce carbon-negative SAF and green methanol, supported by integrated carbon capture and sequestration.
Visit southernenergyrenew.com for more information.
Contact
DEVS@alpha-ir.com
408.365.4348