DevvStream Corp. 8-K

What Happened
On March 13, 2026, DevvStream Corp. announced a Conversion Agreement with Focus Impact Partners, LLC (FIP) and Focus Impact Sponsor, LLC (FIS) to convert $5,490,736 of obligations into equity. The amount includes $4,490,736 in principal and accrued interest under secured convertible notes and $1,000,000 in accrued consulting fees. The Converted Amount was exchanged for 6,083,244 common shares at a conversion price of $0.9026 per share—3,556,839 shares to FIS and 2,526,405 shares to FIP. The issuance was made relying on private placement exemptions under Rule 506(b) and Section 4(a)(2). The company also issued a press release saying it reduced debt by approximately $6.9 million and secured zero‑interest bridge financing to support completion of a three‑way merger; XCF is expected to file an S‑4 and related proxy/prospectus for the Proposed Transaction.

Key Details

• Conversion amount: $5,490,736 total ( $4,490,736 convertible notes + $1,000,000 consulting fees ).
• Conversion outcome: 6,083,244 common shares issued at $0.9026 per share (3,556,839 to FIS; 2,526,405 to FIP).
• Regulatory/formal steps: Sale relied on private‑offering exemptions (Rule 506(b) and Section 4(a)(2)); XCF expected to file Form S‑4 with proxy/prospectus in connection with the Proposed Transaction.
• Additional disclosure: Press release stated ~ $6.9M debt reduction and zero‑interest bridge financing to support the merger process.

Why It Matters
The transaction reduces DevvStream’s reported debt obligations and turns those claims into equity, lowering cash-paid liabilities but increasing the company’s outstanding share count by 6.08 million shares (dilution). The filing ties this financing activity to a planned three‑way merger: XCF will prepare merger proxy materials and an S‑4, and the Proposed Transaction remains subject to negotiation and closing conditions (it may not be completed). Investors should watch upcoming proxy/S‑4 filings for full merger terms and review those documents before voting or investing.