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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): January 26, 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
(Address
of principal executive offices) |
|
77042
(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
1.01 Entry into a Material Definitive Agreement.
On
January 26, 2026,
XCF Global, Inc., a Delaware corporation (“XCF” or the “Company”), entered into a binding term
sheet (the “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 and related financing transactions (collectively, the “Proposed
Transaction”). Pursuant to the Term Sheet, and subject to the finalization of mutually agreeable merger structure and definitive
transaction documents and ultimately the satisfaction of certain closing conditions, it is expected that Southern and DEVS will each
merge with wholly-owned subsidiaries of XCF, with Southern and DEVS surviving, and their respective stockholders receiving shares of
Class A common stock of XCF, par value $0.0001 per share (the “Common Stock”), resulting in Southern and DEVS becoming
wholly-owned subsidiaries of XCF.
In
connection with and to support the Proposed Transaction and subject to the terms and conditions set forth in the Term Sheet, XCF agreed
to invest $10 million to convert and build out its New Rise Reno facility for sustainable aviation fuel (“SAF”) blending
and related corporate purposes (the “Plant Conversion”), to be funded through the sale by XCF to EEME of $10 million
of Common Stock; provided that in no event shall XCF issue to EEME, nor shall EEME (i) acquire more than 41,639,170 shares of XCF’s
common stock pursuant to this Term Sheet or (ii) acquire or to otherwise become, directly or indirectly, a “beneficial owner”
(within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and the rules and regulations promulgated thereunder) of a number of shares of Common Stock in excess of 19.99% of the issued and outstanding
shares of Common Stock as of the date hereof until such time as XCF has obtain stockholder approval for such issuance (the “Share
Cap”). Contemporaneously with the execution of this Term Sheet, EEME is expected to purchase 7,000,000 million shares of Common
Stock for $700,000. The issuance and sale to EEME of the remaining 93,000,000 shares of Common Stock is expected, subject to the Share
Cap, to be consummated periodically during the period commencing on the date hereof and ending on March 31st, 2026, pursuant to the schedule
below (the “Funding Schedule”). EEME is expected to have customary demand and piggy-back registration rights and will
not be subject to any lock-up or other transfer restrictions (other than as imposed by applicable securities laws or underwriters.) EEME’s
obligation to acquire such shares is independent of the remainder of the proposed Transaction contemplated by the Term Sheet. The offer
and sale of the shares of XCF common stock to EEME, will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption
or exclusion from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions
with the EEME to be made under the Term Sheet.
The
Term Sheet provides that the Board of Directors of XCF (the “Board”) post-closing will be comprised of four members
designated by XCF (including XCF’s Chief Executive Officer, Chris Cooper, as chair), two members designated by Southern, and one
member designated by DEVS.
The
Term Sheet includes customary provisions regarding definitive agreements, including that the business combination agreement and related
agreements will contain customary representations, warranties, covenants, indemnities, limitations on indemnity, termination provisions,
and other terms typical for transactions of this nature.
The
Term Sheet further provides for certain interim covenants and restrictions, including, but not limited to, that (so long as EEME continues
funding under the schedule) XCF will not issue securities under its equity line of credit without EEME’s approval, neither XCF
nor DEVS will effect any reverse split without EEME’s prior written consent, and neither XCF, Southern, nor DEVS (or their affiliates)
will sell shares to brokers for naked short coverage.
The
Term Sheet is governed by Delaware law, contains customary confidentiality provisions, and will remain in effect until the earliest of:
180 days after its date, execution of definitive agreements, mutual written termination, termination by XCF for failure by EEME to timely
fund per the schedule, termination by any party based on unsatisfactory due diligence, or termination by any party to fulfill fiduciary
duties in respect of a superior offer.
There
can be no assurance that any of the foregoing conditions will be satisfied or waived, that the definitive agreements necessary to consummate
the Proposed Transaction will be entered into, or that the Proposed Transaction will be consummated on the terms described herein or
at all. The closing the Proposed Transaction, including the satisfaction of the closing conditions, are subject to numerous factors,
many of which are outside the control of XCF, including market conditions, regulatory approvals, the actions of third parties, the ability
of the parties to negotiate and execute definitive agreements, and the achievement of specified operational and financial milestones,
including certain conditions that depend on the business performance and operating results of XCF. Although the Term Sheet provides that
certain provisions are binding on the parties, it does not obligate the parties to consummate the Proposed Transaction, and the Term
Sheet reflects preliminary, non-final terms that remain subject to further negotiation, modification, and approval by the applicable
boards of directors and special committees and may be terminated in accordance with its terms, including in circumstances involving an
alleged breach. Any such termination, or a failure by the parties to agree on definitive documentation, could result in disputes or litigation
relating to the interpretation, enforceability, or performance of the binding provisions of the Term Sheet, which could be costly, time-consuming,
divert management attention, and adversely affect the financial condition or liquidity of one or more of the parties, including their
ability to pursue or defend such claims. Accordingly, investors should not place undue reliance on the consummation of the Proposed Transaction
or on the achievement of any related milestones or financial thresholds. Moreover, even if the Proposed Transaction is consummated, the
parties may never achieve the purpose of the Proposed Transaction and the market value the parties are aiming to achieve may never materialize.
The
foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text
of the Term Sheet, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
Information
regarding unregistered sales of securities set forth under Item 1.01 of this Current Report on Form 8 -K is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
January 26, 2026, the Company, XCF and Southern issued a joint press release announcing the entry into the Term Sheet for the Proposed
Transaction. 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 Transaction, among the Southern, DEVS and EEME, expect that the partieswill 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 DEVS and XCF that also constitutes a prospectus of XCF (the “Proxy Statements/Prospectus”)
in connection with the Proposed Transaction. A definitive Proxy Statement/Prospectus will be mailed to stockholders of the XCF and DEVS
as of a record date to be established for voting on the Proposed Transaction and other matters as described in the Proxy Statements/Prospectus.
XCF, DEVS 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 XCF, DEVS 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 STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND
ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY XCF, DEVS OR SOUTHERN 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. XCF’s and DEVS 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, DEVS, 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) 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
XCF,
DEVS, Southern, 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 XCF’s and DEVS’ stockholders in connection with the Proposed Transaction.
Information regarding the directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, filed with the
SEC on October 21, 2025, and in other documents subsequently filed with the SEC and (ii) DEVS is contained in DEVS’ 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
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 (the “Securities Act”).
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
and Section 21E of the Exchange Act that involve substantial risks and uncertainties including statements regarding the Term Sheet, the
Proposed Transaction contemplated thereby, the anticipated structure, timing and conditions of the Proposed Transaction, the anticipated
completion of the plant conversion specified in the 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 the XCF’s, DEVS’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 described under “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in XCF’s and DEVS filings with the SEC, including their most recent Quarterly Reports on Form
10-Q and subsequent filings.
Although
the 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 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 XCF, DEVS, 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 DEVS’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 |
| |
|
|
| 10.1 |
|
Transaction Term Sheet, dated as of January 26, 2026, by and among XCF Global, Inc., Southern Energy Renewables, Inc., DevvStream Corp. and EEME Energy SPV I LLC. |
| 99.1 |
|
Press release, dated as of January 26, 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:
January 26, 2026 |
|
| |
XCF
GLOBAL, INC. |
| |
|
| |
By: |
/s/
Christopher Cooper |
| |
Name: |
Christopher
Cooper |
| |
Title: |
Chief
Executive Officer |
