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): May 4, 2026
XCF
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42687 |
|
33-4582264 |
(State or other jurisdiction
of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
2500
CityWest Blvd. Suite 150-138
Houston,
Texas |
|
77042 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(346)
630-4724
(Registrant’s
telephone number, including area code)
(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 |
| Class A Common Stock |
|
SAFX |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
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. ☐
Item
7.01 Regulation FD.
On
May 4, 2026, XCF Global, Inc. (“XCF” or the “Company”) updated the Company’s investor presentation
(the “Investor Presentation”), attached hereto as Exhibit 99.1. The Investor Presentation will be available under
the “Events and Presentations” tab section of the Company’s website,
The
information in Item 7.01 of this Current Report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as
amended.
Additional
Information and Where to Find It
In
connection with the proposed transaction, among the Company, DevvStream, and Southern, the Company will prepare and file relevant materials
with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that will contain
a proxy statement of the Company that also constitutes a prospectus (the “Proxy Statement/Prospectus”). A definitive Proxy
Statement/Prospectus will be mailed to stockholders of the Company. The Company, DevvStream, and Southern may also file other documents
with the SEC regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement
or prospectus, or any other document that the Company, DevvStream, and Southern (as applicable) may file with the SEC in connection with
the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED BY THE COMPANY WITH THE SEC, 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. The Company’s 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 the Company, 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 the Company will be available free of charge under the tab “Financials” on the “Investor Relations”
page of the Company’s website page of the Company’s website at https://xcf.global/investor-relations/financials/sec-filings/
or by contacting the Company’s Investor Relations Department at safx@xcf.global.
Participants
in the Solicitation
The
Company, DevvStream, Southern, 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 the Company’s stockholders in connection with the proposed transaction.
Information regarding the directors and executive officers of the Company is contained in the Company’s Current Report on Form
8-K/A, filed with the SEC on October 31, 2025, 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. 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
This
Current Report on Form 8-K 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
Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Exchange Act that involve substantial risks and uncertainties. All statements, other than historical facts,
are forward-looking statements, including: statements regarding the expected timing and structure 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
“may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,”
“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,”
“plan,” “could,” “would,” “project,” “predict,” “continue,” “target,”
or the negatives of these words or other similar terms or expressions that concern the Company’s, DevvStream’s, or Southern’s
expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, and expectations
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 vary materially from those indicated or anticipated 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.
Important
factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: (1) changes
in domestic and foreign business, market, financial, political, and legal conditions; (2) the number of stockholders that exercise dissenter’s
rights in connection with the Mergers; (3) the occurrence of any event, change or other circumstances that could give rise to the termination
of negotiations and any subsequent definitive agreements with respect to the proposed transactions; (4) the outcome of any legal proceedings
that may be instituted against the Company, DevvStream, Southern, the combined company or others; (5) the inability of the parties to
successfully or timely consummate the Mergers, including the risk that any required regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Mergers or
that the approval of stockholders is not obtained; (6) changes to the proposed structure of the proposed transactions that may be required
or appropriate as a result of applicable laws or regulations; (7) the ability to meet stock exchange listing standards following the
consummation of the proposed transactions; (8) the risk that the proposed transactions disrupts current plans and operations of the Company,
DevvStream, or Southern as a result of the announcement and consummation of the proposed transactions; (9) the ability to recognize the
anticipated benefits of the proposed transactions, which may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;
(10) costs related to the proposed transactions; (11) changes in applicable laws or regulations; (12) risks related to extensive regulation,
compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (13) the possibility that the
Company, DevvStream, Southern, or the combined company may be adversely affected by other economic, business, and/or competitive factors;
(14) risks relating to the Company’s, DevvStream’s, and Southern’s key intellectual property rights; (15) various factors
beyond management’s control, including general economic conditions and other risks, uncertainties and factors set forth in the
section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s
most recent Form 10-K for the year ended December 31, 2025 and other filings with the SEC and (16) certain other risks identified and
discussed in DevvStream’s other public filings with Canadian securities regulatory authorities, available on DevvStream’s
profile on SEDAR+ at www.sedarplus.ca. These risks, as well as other risks associated with the proposed transaction, will be more fully
discussed in the Proxy Statement/Prospectus that will be included in the registration statement on Form S-4 that will be filed with the
SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented
in registration statement on Form S-4 will be, considered representative, no such list should be considered to be a complete statement
of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking
statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future
performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial
condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those
made in or suggested by the forward-looking statements contained in this communication.
Any
forward-looking statements speak only as of the date of this communication. Neither the Company, DevvStream, nor Southern 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 the Company’s website should be deemed to constitute an update or re-affirmation of these statements as of any
future date
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit No. |
|
Description |
| 99.1 |
|
Investor Presentation. |
| 104 |
|
Cover page Interactive Data File (embedded in the cover
page formatted in Inline XBRL) |
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: May 5, 2026 |
|
|
| |
XCF
GLOBAL, INC.
|
| |
|
|
| |
By: |
/s/ Christopher Cooper |
| |
Name: |
Christopher Cooper |
| |
Title: |
Chief Executive Officer |
