XCF Global Announces Postponement of Special Meeting in Connection with Proposed Business Combination
Voting eligibility now depends on the September 25 record date rather than the original July 29 date.
Rhea-AI Summary
XCF Global (SAFX) postponed its special meeting on the proposed combination with DevvStream and Southern Energy to October 5, 2026.
The virtual meeting, originally scheduled for September 24, will begin at 11:00 a.m. Eastern Time. Stockholders will vote on proposals to raise authorized Class A shares from 500,000,000 to 1,700,000,000 and approve the potential issuance of 19.99% or more of issued and outstanding common shares as stock consideration under the business combination agreement.
Other proposals cover electing seven directors effective when the combination takes effect, raising shares reserved under the 2025 equity incentive plan from 14,557,181 to 80,000,000, and permitting an adjournment to seek more votes for the issuance proposal. The voting record date moves from July 29 to September 25, 2026. The combination and share proposals remain pending.
Positive
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Negative
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News Explained
For XCF’s still-pending special-meeting vote, eligibility now turns on ownership as of
Key Figures
- Rescheduled special meeting
- October 5, 2026 at 11:00 a.m. Eastern Time
- Special meeting related to the proposed business combination
- Voting record date
- September 25, 2026
- Revised from July 29, 2026
- Authorized common shares proposal
- 500,000,000 to 1,700,000,000 shares
- Proposed increase in authorized Class A common stock
- Potential stock issuance
- 19.99% or more of issued and outstanding common stock
- Stock consideration under the proposed business combination
- Equity plan share reserve proposal
- 14,557,181 to 80,000,000 shares
- Proposed increase under the XCF Global 2025 Equity Incentive Plan
Key Terms
business combination agreement financial
legal proxy regulatory
form s-4 regulatory
joint proxy statement/prospectus regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
HOUSTON, TX / ACCESS Newswire / September 24, 2026 / XCF Global, Inc. (Nasdaq:SAFX) ("XCF Global") today announced that the special meeting of stockholders of XCF Global, which was previously scheduled for September 24, 2026, in connection with the proposed business combination among XCF Global, DevvStream Corp. ("DevvStream") and Southern Energy Renewables Inc. ("Southern Energy") pursuant to the Business Combination Agreement dated as of April 13, 2026, as amended on September 14, 2026 (the "Business Combination Agreement"), has been postponed.
NOTICE IS HEREBY GIVEN that the special meeting has been postponed to October 5, 2026 at 11:00 a.m. Eastern Time. The meeting will continue to be held virtually and will be held for the following purposes:
1. Proposal No. 1 - XCF Global Authorized Stock Increase Proposal: To increase the number of shares of XCF Global Class A common stock, par value
2. Proposal No. 2 - XCF Global Stock Issuance Proposal: To vote on a proposal to approve, in accordance with Nasdaq Listing Rules 5635(a), (b) and (d), the potential issuance of
3. Proposal No. 3 - XCF Global Director Election Proposal: To elect seven directors, effective as of the effective time of the business combination contemplated by the Business Combination Agreement, to serve on the board of directors of the post-closing company until their respective successors are duly elected and qualified or until such directors' earlier death, resignation or removal;
4. Proposal No. 4 - XCF Global 2025 Equity Incentive Plan Increase Proposal: To approve the increase of the number of shares of XCF Global Common Stock reserved for issuance under the XCF Global 2025 Equity Incentive Plan from 14,557,181 to 80,000,000; and
5. Proposal No. 5 - XCF Global Adjournment Proposal: To vote on a proposal to authorize an adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 2.
You must register for the XCF Global Special Meeting via https://www.cstproxy.com/xcfglobal/2026 no later than 11:59 p.m. Eastern Time on October 4, 2026. Please follow the instructions on the registration page. You will then receive a meeting invitation by email with your unique link to join the special meeting along with a password prior to the meeting date.
We previously provided a joint proxy statement/prospectus to our stockholders of record as of July 29, 2026, which provided detailed information about the special meeting, the Business Combination Agreement and the business combination contemplated thereby, and the other proposals described above. A copy of the Business Combination Agreement is attached as Annex A to such joint proxy statement/prospectus, which can be accessed at the following web address: https://www.sec.gov/Archives/edgar/data/2019793/000121390026081567/ea0294087-04.htm. A copy of Amendment No. 1 to the Business Combination Agreement is attached as Exhibit 2.1 to the Current Report on Form 8-K filed on September 14, 2026, which can be accessed at the following web address: https://www.sec.gov/Archives/edgar/data/1358403/000153949723002188/exh99-1.htm. Such joint proxy statement/prospectus and Current Report, as well as the attachments thereto, are incorporated herein by reference, other than any information therein relating to the record date, date and time of the special meeting, which are addressed by this notice. We urge you to read such information statement and attachments carefully. If you need assistance accessing the joint proxy statement/prospectus, including its annexes, please contact XCF Global's proxy solicitor below.
The record date for determining stockholders entitled to vote at the special meeting will be revised from the close of business on July 29, 2026 to the close of business on September 25, 2026. Stockholders of record as of the original record date who remain stockholders as of the new record date who have already submitted their proxies do not need to take any further action unless they wish to change or revoke their vote. Previously submitted proxies will remain valid and will be voted at the rescheduled meeting unless properly revoked. If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. We intend to ask your bank, broker or other nominee to vote your shares in accordance with any previously-delivered voting instruction form, but we cannot guarantee that your bank, broker or other nominee will vote your shares with respect to any of the proposals if you do not submit a new voting instruction form for the special meeting. You should contact your bank, broker or other nominee (a) to determine whether they will vote your shares at the special meeting as previously directed with respect to the originally convened special meeting, (b) for directions as to how to change or revoke any prior voting instructions, and (c) for any requirement to obtain a "legal proxy", which is necessary for a beneficial owner to vote at the special meeting. XCF Global urges all stockholders of record as of the new record date (September 25, 2026) who have not yet voted to submit their proxies as soon as possible. Your vote is very important. The board of directors of XCF Global unanimously recommends that their stockholders vote "FOR" each of the proposals to be considered at the special meeting, as described in the definitive joint proxy statement/prospectus.
If you have questions regarding the postponement, the special meeting, or need assistance in voting your shares, please contact XCF Global's proxy solicitor:
Sodali & Co
430 Park Avenue, 14th Floor
New York, NY 10022
Stockholders and All Others Call Toll Free: (800) 662-5200
Banks and Brokers Call: (203) 658-9400
Email: DEVS@investor.sodali.com
About XCF Global, Inc.
XCF Global, Inc. ("XCF Global") (Nasdaq:SAFX) is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF Global as an early mover among large-scale SAF producers in North America. XCF Global 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 Global is listed on the Nasdaq Capital Market and trades under the ticker, SAFX. To learn more go to XCF.Global.
About DevvStream
DevvStream is a carbon management company focused on the development, investment, and sale of environmental assets worldwide, including carbon credits and renewable energy certificates.
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.
Additional Information and Where to Find It
In connection with the proposed business combination among XCF Global, DevvStream and Southern Energy, XCF Global has filed a registration statement on Form S-4 (Registration No. 333-296774) with the Securities and Exchange Commission (the "SEC"), which includes a joint proxy statement of XCF Global and DevvStream that also constitutes a prospectus of XCF Global (the "Joint Proxy Statement/Prospectus"). The registration statement was declared effective by the SEC on July 31, 2026, and the definitive Joint Proxy Statement/Prospectus was mailed to stockholders and shareholders on or about August 7, 2026. XCF Global, DevvStream and Southern Energy may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction.
This communication is not a substitute for the Joint Proxy Statement/Prospectus or any other document that XCF Global, DevvStream or Southern Energy (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 XCF GLOBAL AND DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED BY XCF GLOBAL, DEVVSTREAM OR SOUTHERN ENERGY WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
XCF Global's and DevvStream's investors and security holders may obtain free copies of the Joint Proxy Statement/Prospectus and other filings containing important information about 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 Global will be available free of charge on XCF Global's website at https://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.
Participants in the Solicitation
DevvStream, Southern Energy, XCF Global, 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 Global's stockholders in connection with the proposed transaction. Information regarding directors and executive officers of (i) XCF Global is contained in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, 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, is contained in the Joint Proxy Statement/Prospectus and other relevant materials filed with the SEC. 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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the proposed transactions contemplated by the Business Combination Agreement, the anticipated structure, timing and conditions of the proposed transaction, the anticipated completion of the plant conversion, the achievement of specified financial and operational milestones, the anticipated issuance of state-supported bonds by Southern Energy, and the valuation the parties are aiming to achieve. All statements, other than statements of historical facts, are forward-looking statements, including: statements regarding the expected timing, structure and terms 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 "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF Global's, DevvStream's, or Southern Energy's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions 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 differ materially from those expressed or implied 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.
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 is delayed, not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that XCF Global is unable to achieve the specified annualized revenue and EBITDA thresholds, which depend in significant part on XCF Global's business performance, operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern Energy does not receive authorization to issue up to
Although the Business Combination Agreement is 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 satisfaction or waiver of applicable closing conditions, and the Business Combination Agreement may be terminated in accordance with its terms. There can be no assurance 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 press release. None of XCF Global, DevvStream, Southern Energy 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 press release nor the continued availability of this press release in archive form on XCF Global's website at www.xcf.global should be deemed to constitute an update or re-affirmation of these statements as of any future date.
Investor Relations Contacts:
XCF Global, Inc.
media@xcf.global
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SOURCE: XCF Global, Inc.
View the original press release on ACCESS Newswire
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When is XCF Global’s postponed special meeting on the proposed combination?
XCF Global’s virtual special meeting is scheduled for October 5, 2026, at 11:00 a.m. Eastern Time. It was previously scheduled for September 24, 2026.
How can stockholders join XCF Global’s October 5 special meeting?
Stockholders must register at https://www.cstproxy.com/xcfglobal/2026 by 11:59 p.m. Eastern Time on October 4, 2026. After registering, they will receive an email invitation with a unique meeting link and password.
Do XCF Global stockholders need to resubmit proxies for the postponed meeting?
Stockholders of record on July 29 who remain stockholders on the new September 25 record date do not need to resubmit proxies unless they wish to change or revoke their votes. Previously submitted proxies remain valid unless properly revoked.