Filed by XCF Global, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: XCF Global, Inc. (Commission File No. 001-42687)
September 10, 2026
FOR IMMEDIATE RELEASE
XCF Global and DevvStream Announce Postponement
of Special Meetings in Connection
with Proposed Business Combination
XCF Global Special Meeting Rescheduled to September
24, 2026; DevvStream Special Meeting
Rescheduled to September 17, 2026
HOUSTON, Texas, and SACRAMENTO, California — September 9,
2026 — XCF Global, Inc. (Nasdaq: SAFX) (“XCF Global”) and DevvStream Corp. (Nasdaq: DEVS) (“DevvStream”)
today announced that the special meetings of stockholders and shareholders, respectively, of XCF Global and DevvStream, which were previously
scheduled for September 10, 2026, in connection with the proposed business combination among XCF Global, DevvStream and Southern Energy
Renewables Inc. (“Southern Energy”) pursuant to the Business Combination Agreement dated as of April 13, 2026 (the “Business
Combination Agreement” or “BCA”), have been postponed to provide additional time to complete preparations for the meetings.
The XCF Global Special Meeting of Stockholders has been postponed to
September 24, 2026 at 11:00 a.m. Eastern Time. The DevvStream Special Meeting of Shareholders has been postponed to September 17, 2026
at 10:00 a.m. Eastern Time. Both meetings will continue to be held virtually.
The record date for determining stockholders and shareholders entitled
to vote at the respective special meetings remains the close of business on July 29, 2026. Stockholders and shareholders 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 meetings unless properly revoked.
XCF Global and DevvStream urge all stockholders and shareholders of
record who have not yet voted to submit their proxies as soon as possible. Your vote is very important. The boards of directors
of XCF Global and DevvStream each unanimously recommend that their respective stockholders and shareholders vote “FOR”
each of the proposals to be considered at the applicable special meeting, as described in the definitive joint proxy statement/prospectus.
If you have questions regarding the postponement, the special meetings,
or need assistance in voting your shares, please contact XCF Global’s and DevvStream’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 (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.
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 $400 million of bonds, that such bonds
are delayed, issued on less favorable terms, or not issued at all; (5) the risk that XCF Global is unable to obtain or maintain compliance
with applicable Nasdaq continued listing standards, including regaining compliance with the $1.00 minimum bid price requirement, which
could result in delisting if compliance is not regained within applicable cure periods; (6) the inability to satisfy or waive the closing
conditions contemplated by the Business Combination Agreement; (7) the occurrence of events, changes or other circumstances that could
give rise to the termination of the Business Combination Agreement, or that could result in disputes or litigation relating to the interpretation,
enforceability or performance of the Business Combination Agreement; (8) the outcome of any legal proceedings that may be instituted against
XCF Global, DevvStream, Southern Energy, EEME or their respective affiliates, which could be costly, time-consuming, divert management
attention and adversely affect liquidity or financial condition; (9) uncertainty with respect to the scope, timing or completion of due
diligence by any party and each party’s satisfaction therewith; (10) uncertainty regarding valuations, capital structure, financing
arrangements, equity ownership, or the allocation of economic interests contemplated by the Business Combination Agreement, including
the risk that, in the event the proposed transaction closes, the parties may never achieve their aim of creating a $3.0 billion combined
enterprise (as of the date hereof this statement only represents an objective that the parties intend to achieve on a future date and
such objective has not in the past and may never in the future be achieved); (11) changes to the structure, timing or terms of any proposed
transaction that may be required or deemed appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange
requirements or regulatory guidance; (12) the risk that required regulatory, governmental, stock exchange or shareholder approvals are
not obtained, are delayed or are subject to conditions that could adversely affect the parties or the expected benefits of any contemplated
transaction; (13) the risk that the announcement of the Business Combination Agreement or the pursuit of the contemplated transactions
disrupts current plans, operations or relationships of XCF Global, DevvStream or Southern Energy; (14) the risk that anticipated benefits
of any contemplated transaction are not realized due to competition, execution challenges, market conditions, or the inability to grow
and manage operations profitably; (15) costs, expenses and management distraction associated with potential litigation and any contemplated
transactions; (16) changes in applicable laws, regulations or enforcement priorities, including extensive regulation and compliance obligations
applicable to the parties’ businesses; and (17) other economic, business, competitive, operational or financial factors beyond management’s
control.
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 DevvStream’s website at www.devvstream.com
or 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:
DevvStream Corp.
ir@devvstream.com
XCF Global, Inc.
media@xcf.global
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