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): March 6, 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
City West Blvd
Suite
150-138
Houston,
TX
|
|
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, par value $0.0001 per share |
|
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
5.07 Submission of Matters to a Vote of Security Holders.
On
March 6, 2026, XCF Global, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”).
At the Special Meeting, the Shareholders considered two proposals, which are described in more detail in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission on February 10, 2026. Of the 232,673,544 shares outstanding as of the
record date, 162,336,821 shares, or 69.77%, were present virtually or represented by proxy at the Special Meeting. Set forth below are
the results of the matter submitted for a vote at the Annual Meeting.
Proposal
1: To approve the potential issuance of 19.99% or more of the Company’s issued and outstanding Common Stock as of January 26,
2026 pursuant to the private placement offering of shares of Common Stock to a single investor in accordance with Nasdaq Listing Rules
5635(d) and 5635(b).
For
Proposal 1, the votes were cast as follows:
| FOR |
159,944,874 |
| AGAINST |
2,337,496 |
| ABSTAIN |
54,451 |
Proposal
2: To authorize an adjournment of the 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 1.
For
Proposal 2, the votes were cast as follows:
| FOR |
160,028,035 |
| AGAINST |
2,243,214 |
| ABSTAIN |
65,572 |
Proposal
2 was deemed moot because the Company’s shareholders approved Proposal 1.
Item
7.01 Regulation FD Disclosure.
On
March 10, 2026, XCF issued a press release announcing it had obtained shareholder approval required to complete its private placement
of shares, as contemplated by the Term Sheet dated January 26, 2026, and providing an update regarding the business combination contemplated
thereby. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information contained in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of such section, and such information shall not be incorporated by reference into any filing under the Exchange Act or the Securities
Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Additional
Information and Where to Find It
In
connection with the proposed business combination transaction among XCF, DevvStream Corp. (“DevvStream”), Southern Energy
Renewables, Inc. (“Southern”), and EEME Energy SPV I LLC (“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
Current Report on Form 8-K 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 $1.0 billion and minimum annualized EBITDA of $100 million), the anticipated issuance of state-supported bonds
by Southern, the valuation the parties are aiming to achieve following the consummation of the proposed transaction, and the expected
benefits of the proposed transaction. 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 or targeted 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 words such as “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 expressions that
concern XCF’s, DevvStream’s, or Southern’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 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 $400 million of bonds, that
such bonds are delayed, issued on less favorable terms, or not issued at all; (5) the risk that XCF is unable to obtain or maintain compliance
with applicable Nasdaq continued listing standards, including regaining compliance with $1.00 minimum bid price requirement, which could
result in delisting if compliance is not regained within applicable cure periods; (6) the risk that negotiations among the parties relating
to the term sheet or any contemplated definitive agreements are delayed, modified, suspended or terminated, including as a result of
alleged breaches or differing interpretations of the binding provisions of the term sheet; (7) the inability of the parties to agree
on mutually acceptable definitive agreements or to satisfy or waive the closing conditions contemplated by the term sheet; (8) the occurrence
of events, changes or other circumstances that could give rise to the termination of the term sheet or any related negotiations, or that
could result in disputes or litigation relating to the interpretation, enforceability or performance of the binding provisions of the
term sheet; (9) the outcome of any legal proceedings that may be instituted against XCF, DEVS, Southern, EEME or their respective affiliates,
which could be costly, time-consuming, divert management attention and adversely affect liquidity or financial condition; (10) uncertainty
with respect to the scope, timing or completion of due diligence by any party and each party’s satisfaction therewith; (11) uncertainty
regarding valuations, capital structure, financing arrangements, equity ownership, or the allocation of economic interests contemplated
by the term sheet, 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); (12) 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; (13) the risk that required regulatory, governmental, stock exchange
or stockholder 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; (14) the risk that the announcement of the term sheet or the pursuit of the contemplated transactions
disrupts current plans, operations or relationships of XCF, DEVS or Southern; (15) 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; (16) costs, expenses and management distraction associated with the term sheet, negotiations, potential litigation and any
contemplated transactions; (17) changes in applicable laws, regulations or enforcement priorities, including extensive regulation and
compliance obligations applicable to the parties’ businesses; and (18) other economic, business, competitive, operational or financial
factors beyond management’s control, including those set forth in (i) XCF’s filings with the SEC, including the final proxy
statement/prospectus relating to the Business Combination filed with the SEC on February 6, 2025, this Current Report on Form 8-K and
other filings XCF made or will make with the SEC in the future and (ii) DevvStream’s Form 10-K for the fiscal year ended July 31,
2025, filed with the SEC on November 6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available
on DevvStream’s profile at www.sedarplus.ca.
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 www.xcf.global/investor-relations
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 |
|
Press Release, dated as of March 10, 2026 |
| 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:
March 10, 2026 |
|
| |
XCF
GLOBAL, INC. |
| |
|
| |
By: |
/s/
Christopher Cooper |
| |
Name: |
Christopher
Cooper |
| |
Title: |
Chief
Executive Officer |
