A Nasdaq Company Announced a $300M Crypto Treasury. It Bought $5.1M, and the Lender Took the Coins.

In July 2025 a small carbon-credit company on the Nasdaq told investors it had lined up $300 million to buy Bitcoin and Solana. Ten months later its lender called the custodian and took the coins.

Every step of that is on the SEC's public filing system, including a document filed this week. Read together, they are the best public record of what separates announcing a crypto treasury from owning one.

The announcement

DevvStream Corp. sells carbon credits and trades under the ticker DEVS. On July 17, 2025 it signed a securities purchase agreement with Helena Global Investment Opportunities 1 Ltd. for up to $300,000,000 of senior secured convertible notes, issuable in fifty-nine tranches. The money arrived with a spending mandate written into the contract: 70% of the net proceeds of the first tranche, and 75% of every tranche after it, had to buy cryptocurrency.

Two weeks later the company said the buying had started. "Deploying our treasury strategy with Bitcoin and Solana marks a critical step in connecting carbon markets to the digital economy," chief executive Sunny Trinh said in the August 1 release, adding that the company believed it was strengthening its balance sheet. The same release said DevvStream also intended to raise its equity line of credit to $300 million.

What actually landed

One tranche closed. It carried $10,000,000 of principal at an 8% original issue discount, so $9,200,000 came in, less $85,000 of transaction costs. Of that, $6,405,000 was set aside for crypto and $5,125,100 was spent — $2,562,500 of Bitcoin, $2,562,500 of Solana, and $100 of USDC. No second tranche ever funded.

By April 30, 2026 the position was 22.229041 BTC and 12,554.44 SOL, carried on the balance sheet at $76,304.32 per Bitcoin and $83.02 per Solana, for $2,738,489. The revaluation loss over nine months came to $2,442,443. Staking the Solana had earned 443.46 SOL across the period, worth $55,932 — a real yield, on a position that had lost about half its cost.

The clause that decided everything

Here is the part a press release never carries. Until the company's cumulative crypto purchases reached $20,000,000 — the agreement names this the Digital Asset Threshold Amount — Helena held a first-priority perfected security interest in all existing and future assets of DevvStream and its subsidiaries, including the capital stock of those subsidiaries. Cross $20 million and the lien would shrink to cover only the coins. Stay below it and the lender had a claim on the entire company.

DevvStream bought $5.1 million of crypto in total, about a quarter of the threshold, and never came back for a second tranche.

The coins were held at BitGo Trust Company, a South Dakota chartered trust company, in a segregated account governed by an Account Control Agreement dated July 18, 2025 among the company, Helena, BitGo Prime LLC and BitGo. Any action in that account needed the lender's approval. Custody at a regulated trust reads like a safety feature. Under an account control agreement it is also what makes an account simple to hand over.

The default had nothing to do with crypto

The notes came with a registration rights agreement. DevvStream had to get a resale registration statement declared effective by the SEC by November 8, 2025, so Helena could sell the shares it received on conversion. That deadline passed with no effective registration.

The penalty schedule for missing it ran to three separate charges: liquidated damages of 1% of the outstanding balance per month, 10% annual interest on those damages, and a mandatory default amount equal to a 130% premium on outstanding principal and interest. DevvStream booked a $1,159,038 provision as of April 30, 2026, split between $456,642 of damages and interest and $702,396 of default premium.

May 28, 2026

Helena delivered a Notice of Exclusive Control to BitGo under Section 3 of the Account Control Agreement. DevvStream's own report of the event says Helena instructed the custodian to remove the company as an approver on the account and to liquidate the Bitcoin and Solana collateral. Helena put its mandatory default amount at roughly $4.5 million. The account held about 22.23 BTC, about 12,610 SOL and $79,990 in cash, worth around $2.8 million at the values cited in the notice.

The company said it disputed components of that calculation. On June 8 the two sides settled. The digital assets were valued at $2,600,000 and applied against the note, leaving about $1,000,000 owing, still convertible at a default discount price. Helena accepted a leak-out limit on the resulting shares of 10% of average daily trading volume.

The dilution ran alongside all of it

The notes converted into stock at 95% of the lowest daily volume-weighted average price over the five preceding trading days, with a floor of $0.07722 and a cap of $7.722. Between March and April 2026 Helena converted $3,188,250 of principal into 4,965,908 shares, then sent an irrevocable notice on April 28 to convert $250,000 into 900,756 more.

In February the company had issued Helena a separate $250,000 convertible note purely as a fee for committing to convert $9 million of debt by May 10. No cash came in against it, so the full amount went to expense on issuance. DEVS has traded between $0.03 and $10.10 over the past year and changed hands recently near $0.13.

What the merged company inherits

On August 19, 2026 XCF Global, Inc., a sustainable aviation fuel producer trading as SAFX, filed a Form S-1 covering its business combination with DevvStream and Southern Energy Renewables. The pro forma adjustments inside it do the housekeeping: cryptocurrencies down $2,738,489, restricted cash down $79,990, convertible debentures down $1,215,394. The combined balance sheet carries no digital assets. A treasury strategy announced at $300 million leaves the story as a line removed in a footnote.

Three questions for the next one of these

Small-cap digital asset treasury announcements have followed the same template since 2024: a headline facility size and a named custodian. These questions sort the real ones from the rest.

• How much has actually funded? A $300 million facility split into fifty-nine conditional tranches is a ceiling, not a commitment. DevvStream drew one tranche and stopped.
• Whose money bought the coins? Treasury purchases funded by senior secured debt are a leveraged position wearing a treasury's clothing. Purchases funded by operating cash or equity are not.
• Who can move the assets? Search the exhibit list for an account control agreement. If one is there, the lender holds a switch, and the covenant that arms it may have nothing to do with the crypto market.

My read is that the $300 million figure should never have been the headline. The security agreement filed beside it told the whole story eleven months early, and it was a public exhibit from day one. It got a fraction of the attention the big number did. You can pull both from the company's EDGAR filing history in about five minutes.