XCF Global Provides Update on Ongoing Capital Raise and Merger Discussions
Rhea-AI Summary
XCF Global (NASDAQ:SAFX) announced stockholder approval on March 6, 2026 to permit issuance exceeding 19.99% of outstanding common stock to a single investor, removing a prior share cap tied to a binding term sheet. XCF will invest $10.0 million to convert its New Rise Renewables Reno facility for SAF production using Axens Vegan hydrotreating technology.
Investor EEME has purchased 38,000,000 shares for $3.8 million and is expected to acquire an additional 62,000,000 shares for $6.2 million in two tranches during March 2026. The proposed business combination remains subject to definitive agreements and approvals.
Positive
- Stockholder approval removes the 19.99% share cap
- Committed $10.0M Plant Conversion investment for SAF production
- Axens Vegan hydrotreating catalyst procured for ASTM D7566 SAF
- EEME already funded $3.8M for 38,000,000 shares
Negative
- Significant dilution potential from up to 100,000,000 new shares
- Proposed business combination remains subject to negotiation and approvals
- Remaining $6.2M funding occurs in contingent tranches during March 2026
News Market Reaction – DEVS
On the day this news was published, DEVS declined 1.43%, reflecting a mild negative market reaction. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $53K from the company's valuation, bringing the market cap to $4M at that time.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
DEVS slipped 1.11% while peers showed mixed moves: TOMZ +11.15%, LIQT +5%, FTEK +4.95%, CLIR -4.56%, CLWT -0.75%. Only SCWO appeared in momentum scans, down 3.2%, suggesting stock-specific trading rather than a unified sector move.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Jan 28 | Biomass-to-jet term sheet | Positive | -9.8% | Term sheet with Southern and Frontline to expand biomass-to-fuels validation and platform. |
| Jan 14 | Investment platform launch | Positive | +9.7% | Binding Investment Agreement to create Fayafi x DevvStream investment platform targeting capital scale. |
| Dec 30 | SMR-eSAF collaboration MOU | Positive | +20.8% | Non-binding MOU to pair SMR nuclear power with eSAF, AI data centers, and environmental assets. |
| Dec 30 | SMR fuels platform MOU | Positive | +20.8% | Non-binding MOU for SMR-powered eSAF, hydrogen, and tokenized environmental-asset framework. |
| Dec 23 | Annual meeting notice | Positive | -1.5% | Announcement of virtual shareholder meeting featuring overview of Southern business combination. |
Strategic collaboration and business-combination headlines for DevvStream have often led to sharp moves, with three recent events seeing strong gains and two seeing selloffs despite broadly positive strategic framing.
Over the last few months, DevvStream has repeatedly highlighted strategic combinations and clean-fuels platforms involving Southern and XCF. On Dec 16, 2025, it announced a merger agreement with Southern and an SAF-focused collaboration with XCF. Multiple Form 425 filings through late 2025 and January 2026 described evolving business-combination structures and biomass-to-jet development. The latest XCF update on shareholder approval and funding for the Reno SAF facility builds directly on the Jan 26, 2026 binding term sheet and related 8-K and 425 communications.
Market Pulse Summary
This announcement details XCF shareholders’ approval for a larger equity investment from EEME to fund the Reno SAF plant conversion, advancing a proposed multi-party combination that includes DevvStream and Southern. Prior 8-K and 425 filings already outlined the term sheet, funding amounts, and extensive closing conditions. Investors following DevvStream may focus on whether XCF’s plant milestones, definitive merger agreements, and regulatory approvals progress as described, as these steps underpin the envisioned integrated SAF and environmental-asset platform.
Key Terms
private placement financial
nasdaq listing rules 5635(d) and 5635(b) regulatory
beneficial owner regulatory
section 13(d) of the securities exchange act of 1934 regulatory
hydrotreating catalyst technical
astm d7566 technical
environmental attributes technical
AI-generated analysis. Not financial advice.
HOUSTON, TX / ACCESS Newswire / March 10, 2026 / XCF Global, Inc. ("XCF") (NASDAQ:SAFX) a leading innovator in decarbonizing the aviation industry through Sustainable Aviation Fuel ("SAF") today announced that, at a Special Meeting of its Stockholders held on March 6, 2026, its stockholders approved the issuance of
As XCF previously reported, on January 26, 2026, XCF entered into a binding term sheet with Southern Energy Renewables, Inc., a Louisiana corporation ("Southern"), DevvStream Corp., an Alberta corporation ("DEVS"), and EEME Energy SPV I LLC ("EEME"), which sets forth the principal terms and conditions of a proposed business combination among such parties. The Term Sheet also contemplates that XCF will invest
As part of the planned Plant Conversion, XCF has initiated upgrades to the New Rise Renewables Reno facility, including the procurement of a new hydrotreating catalyst. This technology will enable the facility to convert a broad range of renewable feedstocks into high-quality neat sustainable aviation fuel, SAF, that meets ASTM D7566 specifications. The upgraded hydrotreating system will utilize Axens' Vegan ® technology, a proven platform designed for flexible high -performance renewable fuel production. XCF's stockholder approval obtained at the March 6, 2026 Special Meeting of Stockholders removes the Share Cap and allows EEME to acquire the balance of the shares it committed to purchase pursuant to the Term Sheet. Prior to today, EEME had acquired 38,000,000 shares of XCF Common Stock pursuant to the Term Sheet for a total of
"We are pleased to have achieved this milestone," stated Chris Cooper, XCF's Chief Executive Officer. "With work on the Plant Conversion already underway and our hydrotreating catalyst now in production with Axens, we believe we are well positioned to advance the upgrade of our New Rise Renewables Reno facility, even as the parties to the contemplated business combination continue to undertake due diligence and negotiate the definitive agreements related to the proposed business combination."
The proposed business combination remains subject to negotiation of definitive agreements and required approvals. EEME's obligation to acquire such shares is independent of the remainder of the proposed Transaction contemplated by the Term Sheet.
The proposed business combination, upon completion, is expected to provide a meaningful advancement in XCF's ability to help airlines and their customers reduce emissions associated with air travel. By combining multiple SAF production pathways with integrated environmental attribute monetization, it is anticipated that the combined entity will be in an enhanced position to access lower-carbon non-fossil-based solutions, meet regulatory requirements, and accelerate the availability of SAF options for the aviation sector.
If the proposed transaction is completed, it is anticipated that XCF would become the parent entity of the combined platform, creating the first publicly traded SAF company in the United States capable of providing multiple non-fossil-based SAF production pathways alongside high integrity environmental attributes. In addition to HEFA and biomass‑to‑SAF pathways, the combined platform is expected to incorporate an emerging eSAF pathway through e‑methanol‑to‑jet technology enabled by Southern. This structure is expected to position XCF to serve a broader range of customers by matching regional feedstock availability, market incentives, and emissions reduction requirements with the most efficient SAF pathway and associated high- integrity environmental attributes.
"As demand for sustainable aviation fuel accelerates globally, the ability to deploy multiple technology pathways under one company creates meaningful flexibility and commercial optionality," said Chris Cooper, XCF's Chief Executive Officer. "Airlines and corporate customers increasingly require both physical SAF and verified environmental attributes or SAF certificates to meet their decarbonization and reporting obligations. The combined platform is designed to make SAF more accessible, scalable, and better aligned with the diverse needs of customers across regions and feedstock markets."
About XCF Global, Inc.
XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.
To learn more, visit XCF.Global
About DevvStream (NASDAQ:DEVS)
DevvStream Corp. (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.
To learn more, visit www.devvstream.com.
About Southern Energy Renewables Inc.
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 in development and designed to produce carbon-negative SAF and green methanol, supported by integrated carbon capture and sequestration.
To learn more, visit www.southernenergyrenew.com.
Contacts
XCF Global: Corporate Comms
media@xcf.global
Additional Information and Where to Find It
In connection with the proposed business combination transaction among XCF, DevvStream, Southern, and EEME, the parties expects to 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 DevvStream and XCF that also constitutes a prospectus of XCF (the "Proxy Statements/Prospectus") in connection with the proposed business combination transaction. A definitive proxy statement is expected to be mailed to stockholders of DevvStream and XCF as of a record date to be established for voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. DevvStream, XCF 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 STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY DEVVSTREAM OR XCF 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. 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 XCF, 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 (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) 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, XCF, 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 DevvStream's and XCF's stockholders in connection with the proposed transaction. Information regarding directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, file with the SEC on October 31, 2025, and in other documents subsequently filed with the SEC and (ii) 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
DevvStream, Southern, XCF, 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 DevvStream's and XCF's stockholders in connection with the proposed transaction. Information regarding directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, file with the SEC on October 31, 2025, and in other documents subsequently filed with the SEC and (ii) 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.
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, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the binding term sheet, the proposed transactions contemplated thereby, the anticipated structure, timing and conditions of the proposed transaction, the anticipated completion of the plant conversion specified in the binding term sheet for the proposed transaction, the achievement of specified financial and operational milestones (including annualized blended fuel product revenues in excess of
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
Although the binding 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 binding 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 DevvStream, 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 DevvStream's website at www.devvstream.com/investors/or XCF's website at xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.
SOURCE: XCF Global, Inc.
View the original press release on ACCESS Newswire
FAQ
What did XCF Global (SAFX) stockholders approve on March 6, 2026?
How much is XCF investing to convert the New Rise Renewables Reno facility (SAFX)?
What share purchases has EEME completed and what remain for XCF (SAFX)?
How will the planned business combination affect XCF Global (SAFX)?
What technology will XCF use to produce ASTM‑qualified SAF at Reno (SAFX)?
