Form 8-K
8-K — DevvStream Legacy Corp.
Accession: 0001140361-26-040532
Filed: 2026-10-22
Period: 2026-10-14
CIK: 0001854480
SIC: 6799 (INVESTORS, NEC)
Item: Entry into a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Material Modifications to Rights of Security Holders
Item: Changes in Control of Registrant
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — ef20084197_8k.htm (Primary)
EX-3.1 — EXHIBIT 3.1 (ef20084197_ex3-1.htm)
EX-3.2 — EXHIBIT 3.2 (ef20084197_ex3-2.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: ef20084197_8k.htm · Sequence: 1
false07-31000185448000018544802026-10-142026-10-14
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): October 14, 2026
DEVVSTREAM LEGACY CORP.
(Exact name of registrant as specified in its charter)
Delaware
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 95816
(Address of principal executive offices) (Zip Code)
(346) 630-4724
(Registrant’s telephone number, including area code)
DevvStream Corp., an Alberta corporation
(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
None
N/A
N/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Introductory Note
Unless otherwise stated herein or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “DevvStream” refer to DevvStream Legacy Corp.,
a Delaware corporation and successor to DevvStream Corp., an Alberta corporation, and “XCF” refers to XCF Global, Inc., a Delaware corporation. Terms used in this Current Report on Form 8-K but not defined herein, or for which definitions are not
otherwise incorporated by reference herein, shall have the meanings given to such terms in the definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) by the Company on August 3, 2026, as supplemented by Supplement
No. 1 filed with the SEC on September 14, 2026 (as supplemented, the “Proxy Statement”), and such definitions are incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference certain information from reports and
other documents that were previously filed with the SEC, including certain information from the Proxy Statement. To the extent there is a conflict between the information contained in this Current Report on Form 8-K and the information contained in
such prior reports and documents that has been incorporated by reference herein, the information in this Current Report on Form 8-K controls.
On April 13, 2026, the Company (then DevvStream Corp., an Alberta corporation (“DevvStream Alberta”)), XCF, Southern Energy Renewables Inc., a Louisiana corporation
(“Southern Energy”), Southern Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of XCF (“Southern Merger Sub”), and DevvStream Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of XCF (“DevvStream Merger Sub”),
entered into a business combination agreement (as amended by Amendment No. 1, dated as of September 14, 2026, the “BCA”), pursuant to which XCF agreed to acquire Southern Energy and the Company in a series of transactions (collectively, the
“Business Combination”). On October 16, 2026 (the “Closing Date”), the parties to the BCA announced the completion of the Business Combination. The terms of the BCA provided that the Business Combination would be completed in three steps, with (i)
DevvStream Alberta continuing out of the Province of Alberta and domesticating as DevvStream Legacy Corp., a Delaware corporation (such step, the “Domestication”), consummated on October 14, 2026, (ii) DevvStream Merger Sub merging with and into
the Company (the “DevvStream Merger”), consummated on October 16, 2026, and (iii) Southern Merger Sub merging with and into Southern Energy (the “Southern Merger” and, together with the DevvStream Merger, the “Mergers”), consummated on October 20,
2026, with each of Southern Energy and the Company surviving as a direct wholly owned subsidiary of XCF.
Pursuant to the terms of the BCA:
(a) in connection with the consummation of the DevvStream Merger (the “Effective Time”), (i) all of the issued and outstanding common shares of the Company
immediately prior to the Effective Time (other than excluded shares) were converted into the right to receive 1.1919 (the “DevvStream Exchange Ratio”) shares of XCF’s Class A common stock, par value $0.0001 per share (“XCF Global Common Shares”),
per Company share, or an aggregate of 62,253,004 XCF Global Common Shares, equal to approximately 14.99% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time, such that the former
holders of the Company’s shares hold approximately 10.43% of the XCF Global Common Shares immediately following the consummation of the Mergers, and (ii) each issued and outstanding Company warrant, option and restricted stock unit covered by the
BCA was assumed by XCF and converted into a new XCF warrant, option and restricted stock unit, as applicable, with the number of shares and the exercise or conversion price, as applicable, adjusted by the DevvStream Exchange Ratio in accordance
with the BCA; and
(b) in connection with the consummation of the Southern Merger, all of the issued and outstanding shares of Southern Energy immediately prior to the Effective Time
(other than shares held in treasury) were converted into 119,397,857 XCF Global Common Shares, equal to approximately 28.75% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time, such
that the former holders of Southern Energy shares hold approximately 20% of the XCF Global Common Shares following consummation of the Mergers.
As of the closing of the Business Combination and after giving effect to the Mergers, XCF had approximately 596 million XCF Global Common Shares outstanding. The issuance of the XCF Global Common Shares in the Business Combination was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to XCF’s
registration statement on Form S-4 (Registration No. 333-296774), which was declared effective by the SEC on July 31, 2026, as amended by the filing of XCF’s registration statement on Form S-4 pursuant to Rule 462(b) under the Securities Act.
Item 1.01.
Entry into a Material Definitive Agreement.
Business Combination Agreement
The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 1.01. The Company is a party to the BCA, pursuant to which the
Domestication and the DevvStream Merger were consummated on October 14, 2026 and October 16, 2026, respectively. The foregoing description of the BCA does not purport to be complete and is qualified in its entirety by the terms and conditions
thereof, copies of which are incorporated by reference as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01. In addition, the material terms of the Business Combination
are described in greater detail in the Proxy Statement in the section titled “The Business Combination” beginning on page 80 thereof, which is incorporated into this Item 2.01 by reference. The Company’s shareholders approved the Business
Combination and the Domestication at a special meeting of the Company’s shareholders held on September 17, 2026, and XCF’s stockholders approved, among other matters, the issuance of XCF Global Common Shares in the Business Combination at a special
meeting of XCF’s stockholders held on October 5, 2026. The Business Combination was subsequently completed on October 16, 2026, and as a result the Company became a direct wholly owned subsidiary of XCF.
The businesses of the Company and Southern Energy are described in the Proxy Statement in the sections titled “Information About DevvStream” and “Information About
Southern Energy” beginning on pages 243 and 285 thereof, respectively, and that information is incorporated into this Item 2.01 by reference.
Following the closing of the Business Combination, the Company’s common shares ceased to be quoted on the over-the-counter market under the symbol “DEVSF,” and the XCF
Global Common Shares received by the Company’s former shareholders trade on The Nasdaq Stock Market LLC under the symbol “SAFX.”
Prior to the Business Combination, entities controlled by Majique Ladnier, XCF’s largest stockholder, held all of the outstanding shares of Southern Energy and certain
of the Company’s common shares, and certain of XCF’s directors and their affiliates had relationships with the Company. These relationships are described in the Proxy Statement in the sections titled “Certain Relationships and Related Person
Transactions of XCF Global” and “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business Combination” beginning on pages 234 and 298 thereof, respectively, which are incorporated into this Item 2.01 by reference.
The foregoing description of the BCA does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, copies of which are
incorporated by reference as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K.
Item 3.03
Material Modification to Rights of Security Holders.
The information set forth in the “Introductory Note” and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. As a result of the Business
Combination, the holders of the Company’s common shares immediately prior to the Effective Time ceased to have any rights as shareholders of the Company, other than the right to receive XCF Global Common Shares, and became holders of XCF Global
Common Shares. The general effect of the Business Combination upon the rights of the Company’s former shareholders is described in the Proxy Statement in the sections “Description of XCF Global Capital Stock” and “Comparison of Rights of DevvStream
Shareholders and XCF Global Stockholders” beginning on pages 311 and 321 thereof, respectively, which are incorporated herein by reference.
On October 16, 2026, in connection with the completion of the Business Combination, XCF and Continental Stock Transfer & Trust Company entered into a Warrant
Agreement providing for XCF’s assumption of the Company’s outstanding warrants covered by the BCA, which were converted into warrants to acquire XCF Global Common Shares. A copy of the Warrant Agreement is included as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
In connection with the Domestication, on October 14, 2026, the Company filed a Certificate of Corporate Domestication and a Certificate of Incorporation with the
Secretary of State of the State of Delaware. Copies of the Certificate of Corporate Domestication and the Certificate of Incorporation are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein
by reference. The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01
(Changes in Control of Registrant).
The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 5.01. Following the closing of the BCA, the Company is wholly owned by XCF. In connection with
the closing of the BCA, the prior Board of Directors of the Company resigned and Christopher Cooper and Wray Thorn were appointed as the new directors of the Company to serve in such capacity until the earlier of their death, removal or
resignation.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Directors and Executive Officers
In connection with the completion of the DevvStream Merger and in accordance with the BCA, each of the directors of the Company immediately prior to the Effective
Time, ceased to serve as a director of the Company, and Christopher Cooper and Wray Thorn became the directors of the Company. Such departures were in connection with the Business Combination and not the result of any disagreement with the Company
on any matter relating to the Company’s operations, policies or practices. Additionally, in connection with the completion of the DevvStream Merger and in accordance with the BCA, Christopher Cooper became the Chief Executive Officers of the
Company and Wray Thorn became the President and Chief Financial Officer of the Company.
The information set forth in the Proxy Statement in the section titled “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business
Combination” beginning on page 298 thereof is incorporated herein by reference.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the “Introductory Note” and Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
On October 14, 2026, in connection with the Domestication and as contemplated by the BCA, DevvStream Alberta filed a Certificate of Corporate Domestication (the
“Certificate of Domestication”) and a Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware pursuant to Section 388 of the Delaware General Corporation Law (the “DGCL”), under which
DevvStream Alberta domesticated as a Delaware corporation and changed its name to “DevvStream Legacy Corp.” Upon the effectiveness of the Domestication, the Company ceased to be governed by its articles and by-laws under the Business Corporations
Act (Alberta), and the rights of holders of the Company’s capital stock became governed by the DGCL and the Certificate of Incorporation.
Pursuant to the Certificate of Incorporation, at the effective time of the Domestication, each common share, no par value, of DevvStream Alberta issued and outstanding
immediately prior to such time automatically converted, on a one-for-one basis, into one share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”). Among other things, the Certificate of Incorporation (i) authorizes
the issuance of 100,000,000 shares of capital stock, consisting of 80,000,000 shares of Company Common Stock and 20,000,000 shares of preferred stock, par value $0.001 per share, the rights, preferences and terms of which may be designated by the
Company’s board of directors (the “Board”) in one or more series; (ii) provides that the number of directors will be fixed from time to time by the Board and that vacancies and newly created directorships may be filled by a majority of the
remaining directors; (iii) limits the personal liability of directors and officers for monetary damages for breach of fiduciary duty, and provides for indemnification of directors, officers, employees and agents, in each case to the fullest extent
permitted by the DGCL; (iv) provides that special meetings of stockholders may be called only by the Board, the Chair of the Board or, upon the written demand of stockholders holding at least 75% of the voting power of the outstanding shares
entitled to vote, the Secretary of the Company; (v) authorizes the Board to adopt, amend, alter or repeal the Bylaws without stockholder action; and (vi) provides that the Company will not be governed by Section 203 of the DGCL.
The general effect of the Domestication upon the rights of the Company’s shareholders is described in the Proxy Statement in the section titled “Comparison of Rights
of DevvStream Shareholders and XCF Global Stockholders” beginning on page 321 thereof, which is incorporated herein by reference.
The foregoing descriptions of the Certificate of Domestication and the Certificate of Incorporation do not purport to be complete and are qualified in their entirety
by the terms and conditions thereof, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
2.1+
Business Combination Agreement, dated as of April 13, 2026, by and among XCF Global, Inc., DevvStream Corp., Southern Energy Renewables Inc., Southern Merger Sub Inc. and
DevvStream Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-440977) filed on April 14, 2026).
2.2
Amendment No. 1 to the Business Combination Agreement, dated as of September 14, 2026, by and among XCF Global, Inc., DevvStream Corp., Southern Energy Renewables Inc.,
Southern Merger Sub Inc., DevvStream Merger Sub Inc., EEME Energy SPV I LLC and GL PART SPV I, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-40977) filed on September 14, 2026).
3.1
Certificate of Corporate Domestication of DevvStream Corp., as filed with the Secretary of State of the State of Delaware on October 14, 2026.
3.2
Certificate of Incorporation of DevvStream Legacy Corp., as filed with the Secretary of State of the State of Delaware on October 14, 2026.
4.1
Warrant Agreement between XCF Global, Inc. and Continental Stock Transfer & Trust Company, dated October 16, 2026 (incorporated by reference to Exhibit 4.1 to XCF Global,
Inc.’s Current Report on Form 8-K (File No. 001-42687) filed on October 22, 2026).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
+ Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of
all omitted exhibits and schedules to the SEC upon its request.
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: October 22, 2026
DEVVSTREAM LEGACY CORP.
By:
/s/ Christopher Cooper
Name:
Christopher Cooper
Title:
Chief Executive Officer
EX-3.1 — EXHIBIT 3.1
EX-3.1
Filename: ef20084197_ex3-1.htm · Sequence: 2
Exhibit 3.1
CERTIFICATE OF CORPORATE DOMESTICATION
OF
DEVVSTREAM CORP.
The undersigned, presently a corporation organized and existing under the laws of Canada, for the purposes of domesticating a corporation under
Section 388 of the General Corporation Law of the State of Delaware , does certify that:
1.
DevvStream Corp. (the “Corporation”) was first formed, incorporated, or otherwise came into being on February 23, 2021 in the
jurisdiction of Delaware, United States, under the name Focus Impact Acquisition Corp.
2.
The Corporation filed a Certificate of Continuance on June 11, 2024 in the jurisdiction of Alberta, Canada and changed its name to DevvStream Corp.
3.
The name of the Corporation immediately prior to the filing of this certificate of corporate domestication pursuant to the provisions of Section 388 of the General Corporation Law of the State of
Delaware was DEVVSTREAM CORP.
4.
The name of the Corporation as set forth in its certificate of incorporation to be filed in accordance with Section 388(b) of the General Corporation Law of the State of Delaware is DEVVSTREAM
LEGACY CORP.
5.
The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the Corporation, or other equivalent thereto under applicable law immediately
prior to the filing of this certificate of corporate domestication pursuant to the provisions of Section 388 of the General Corporation Law of the State of Delaware is Alberta, Canada.
6.
The domestication has been approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the Corporation and the
conduct of its business or by applicable non-Delaware law, as appropriate.
7.
The effective time of this certificate of corporate domestication shall be 5:00 p.m. on October 14, 2026.
IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be executed by its duly authorized officer on this 14th day of October, 2026.
DEVVSTREAM CORP.,
an Alberta corporation
By:
/s/Christopher Merkel
Christopher Merkel, Operating Officer
EX-3.2 — EXHIBIT 3.2
EX-3.2
Filename: ef20084197_ex3-2.htm · Sequence: 3
Exhibit 3.2
CERTIFICATE OF INCORPORATION
OF
DEVVSTREAM LEGACY CORP.
ARTICLE I
NAME OF THE CORPORATION
The name of the corporation is DevvStream Legacy Corp. (the “Corporation”).
ARTICLE II
REGISTERED AGENT
The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, County of
New Castle, Delaware 19808, and the name of the Corporation’s registered agent at such address is Corporation Service Company.
ARTICLE III
BUSINESS PURPOSE
The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).
ARTICLE IV
CAPITAL STOCK
Upon the effectiveness of the Certificate of Corporate Domestication of DevvStream Corp., a corporation organized under the
laws of Alberta, Canada (“DevvStream Alberta”), and this Certificate of Incorporation (the “Effective Time”), each common share, no par value, of DevvStream Alberta issued and outstanding immediately prior to the Effective Time shall, automatically
and without any action required on the part of the Corporation or the holders thereof, for all purposes convert, on a one-for-one basis, into and be deemed to be one (1) issued and outstanding, fully paid and nonassessable share of Common Stock. As
the conversion is on a one-for-one basis, no fractional shares of Common Stock shall result from, or be issued in connection with, the conversion. From and after the Effective Time, (i) any stock certificate that, immediately prior to the Effective
Time, represented common shares of DevvStream Alberta shall, automatically and without the necessity of presenting the same for exchange, represent the same number of shares of Common Stock, and (ii) any common shares of DevvStream Alberta held in
book-entry form or through the facilities of a securities depository immediately prior to the Effective Time shall, automatically and without any action required on the part of the Corporation or the holders thereof, be reflected in book-entry form
as the same number of shares of Common Stock. The Board of Directors may, but shall not be required to, provide for the exchange of any such stock certificate for a new certificate, or for book-entry shares, representing the applicable number of
shares of Common Stock.
Section 4.01 Authorized Classes of Stock. The total number of shares of stock of all classes of capital stock that the Corporation is authorized to issue
is 100,000,000, of which 80,000,000 shares shall be shares of common stock having $0.001 par value (“Common Stock”) and 20,000,000 shares shall be shares of preferred stock having $0.001 par value (“Preferred Stock”).
Section 4.02 Common Stock. Except as otherwise required by law, as provided in this Certificate of Incorporation, and as otherwise provided in the
resolution or resolutions, if any, adopted by the board of directors of the Corporation (the “Board of Directors”) with respect to any series of the Preferred Stock, the holders of the Common Stock shall exclusively possess all voting power.
Each holder of shares of Common Stock shall be entitled to one vote for each share it holds. Subject to the rights of holders of any series of outstanding Preferred Stock, holders of shares of Common Stock shall have equal rights of
participation in the dividends and other distributions in cash, stock, or property of the Corporation when, as and if declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available
therefor and shall have equal rights to receive the assets and funds of the Corporation available for distribution to stockholders in the event of any liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary.
Section 4.03 Preferred Stock. The Board of Directors is hereby authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of
Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative,
participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series, as shall be stated in the resolution or resolutions providing for the issuance of such series
adopted by the Board of Directors. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:
(a) the designation of the series;
(b) the number of shares of the series;
(c) the dividend rate or rates on the shares of that series, whether dividends will be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of
that series;
(d) whether the series will have voting rights, generally or upon specified events, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
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(e) whether the series will have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate
in such events as the Board of Directors shall determine;
(f) whether or not the shares of that series shall be redeemable, in whole or in part, at the option of the Corporation or the holder thereof, and if made subject to such redemption, the terms and conditions of such
redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemptions, which amount may vary under different conditions and at different redemption rates;
(g) the terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;
(h) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that
series;
(i) the restrictions, if any, on the issue or reissue of any additional Preferred Stock; and
(j) any other relative rights, preferences, and limitations of that series.
ARTICLE V
BOARD OF DIRECTORS
Section 5.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Section 5.02 Number. Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances,
the number of directors of the Corporation which shall constitute the entire Board of Directors shall/be the number of directors as fixed from time to time by the Board of Directors.
Section 5.03
Newly Created Directorships and Vacancies. Except as otherwise required by law and subject to any rights of the holders of any series of Preferred Stock to elect directors
under specified circumstances, any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors resulting from death, resignation, or other cause, may be filled
by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of
the term of office of the director whom they have replaced, the election and qualification of a successor, or such director’s death, resignation, or removal.
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ARTICLE VI
LIMITATION OF LIABILITY; INDEMNIFICATION
Section 6.01 Limitation of Liability. To the fullest extent permitted by the DGCL as it currently exists or may hereafter be amended, a director or officer of the
Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director or officer. No amendment to, modification of, or repeal of this Section 6.01 shall apply to
or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment.
Section 6.02 Indemnification.
The Corporation shall indemnify to the fullest extent permitted by law as it now exists or may hereafter be amended any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative, or
investigative, by reason of the fact that the person is or was a director, or officer, or employee, or agent of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director, or officer, or
employee, or agent at the request of the Corporation or any predecessor to the Corporation. Any amendment, repeal, or modification of this Section 6.02 shall not adversely affect any right or protection hereunder of any person in respect of any act
or omission occurring prior to the time of such repeal or modification.
ARTICLE VII
INCORRPORATOR
The name and address of the incorporator signing the Certificate of Incorporation is Christopher Merkel, 2108 N St., Suite
4254, Sacramento, California 95816.
ARTICLE VIII
STOCKHOLDER ACTION
Section 8.01 Special Meetings of
Stockholders. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation shall be called only by: (i) the Board of Directors or the
Chair of the Board of Directors; or (ii) the Secretary of the Corporation, following receipt of one or more written demands to call a special meeting of the stockholders from stockholders of record who own, in the aggregate, at least 75% of the
voting power of the outstanding shares of the Corporation then entitled to vote on the matter or matters to be brought before the proposed special meeting that complies with the procedures for calling a special meeting of the stockholders as may be
set forth in the By-Laws.
4
ARTICLE IX
BY-LAWS
Section 9.01 Board of Directors.
In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend, alter, or repeal the By-Laws without any action on the part of the stockholders.
ARTICLE X
SECTION 203 OF THE DGCL OPT-OUT
The Corporation shall not be governed or subject to Section 203 of the DGCL.
ARTICLE XI
AMENDMENTS
The Corporation reserves the right to amend, alter, or repeal any provision contained in this Certificate
of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation; provided however, that notwithstanding any other provision of this
Certificate of Incorporation or applicable law that might permit a lesser vote or no vote and in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by applicable law or
this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of the shares of the then outstanding voting stock of the Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend, alter, repeal, or adopt any provisions inconsistent with this Article X.
5
The undersigned, being the incorporator, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate of Incorporation,
hereby acknowledging, declaring, and certifying that the foregoing Certificate of Incorporation is my act and deed and that the facts herein stated are true, and have accordingly hereunto set my hand this 14th day of October, 2026.
INCORPORATOR:
/s/ Christopher Merkel
Christopher Merkel
6
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Filename: R1.htm · Sequence: 8
v3.26.3
Document and Entity Information
Oct. 14, 2026
Cover [Abstract]
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Document Period End Date
Oct. 14, 2026
Current Fiscal Year End Date
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Entity File Number
001-40977
Entity Registrant Name
DEVVSTREAM LEGACY CORP.
Entity Central Index Key
0001854480
Entity Incorporation, State or Country Code
DE
Entity Tax Identification Number
86-2433757
Entity Address, Address Line One
2108 N St.
Entity Address, Address Line Two
Suite 4254
Entity Address, City or Town
Sacramento
Entity Address, State or Province
CA
Entity Address, Postal Zip Code
95816
City Area Code
346
Local Phone Number
630-4724
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