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XCF Global (Nasdaq: SAFX) files proxy for DevvStream and Southern deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

On July 27, 2026, XCF Global, Inc. filed a preliminary proxy statement tied to a Business Combination Agreement dated April 13, 2026 among XCF Global, DevvStream Corp., Southern Energy Renewables Inc., and two wholly owned merger subsidiaries of XCF Global. The proxy materials relate to a special meeting of stockholders to vote on approval and adoption of proposals associated with this proposed transaction.

The board of directors set July 29, 2026 as the record date for the special meeting, and stockholders of record at the close of business on that date will be entitled to receive notice of and vote at the meeting. Stockholders and other investors are urged to read the proxy statement available through the SEC for detailed information about the transaction and participants in the solicitation.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Preliminary proxy filing date July 27, 2026 Date of preliminary proxy statement related to the proposed business combination
Business Combination Agreement date April 13, 2026 Date of business combination agreement among XCF Global, DevvStream and Southern Energy Renewables
Record date for Special Meeting July 29, 2026 Stockholders of record at close of business on this date may vote at the Special Meeting
preliminary proxy statement regulatory
"filed a preliminary proxy statement, pursuant to that certain business"
A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.
Business Combination Agreement regulatory
"pursuant to that certain business combination agreement dated as of"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
special meeting of stockholders regulatory
"in connection with a special meeting of stockholders to vote"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
participants in the solicitation regulatory
"may be deemed to be participants in the solicitation of proxies"
People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What event did XCF Global (SAFX) report on July 27, 2026?
XCF Global reported that it filed a preliminary proxy statement on July 27, 2026. This proxy relates to proposals under its April 13, 2026 Business Combination Agreement with DevvStream Corp., Southern Energy Renewables Inc., and two wholly owned merger subsidiaries.

What business combination is XCF Global (SAFX) asking stockholders to consider?
XCF Global is soliciting proxies for proposals tied to a Business Combination Agreement among XCF Global, DevvStream Corp., Southern Energy Renewables Inc., and two XCF Global merger subsidiaries. Details of the proposed transaction are described in the preliminary proxy statement filed with the SEC.

What is the record date for XCF Global (SAFX) stockholders to vote at the special meeting?
The board set July 29, 2026 as the record date for the special meeting. Stockholders of XCF Global who are of record at the close of business on that date will be entitled to receive notice of and vote at the meeting.

Who may be considered participants in XCF Global (SAFX)'s proxy solicitation?
The directors and executive officers of XCF Global and other persons may be deemed participants in the solicitation of proxies for the special meeting proposals. Information about these participants and their interests is included in the preliminary proxy statement filed on July 27, 2026.
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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): July 27, 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.)

 

3040 Post Oak Blvd.     
Floor 18 Suite 164    
Houston, Texas    77056
(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 8.01 Other Events.

 

On July 27, 2026, XCF Global, Inc. (“XCF Global”) filed a preliminary proxy statement, pursuant to that certain business combination agreement dated as of April 13, 2026 (the “Business Combination Agreement”), by and among XCF Global, DevvStream Corp., an Alberta corporation, Southern Energy Renewables Inc., a Louisiana corporation, DevvStream Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global and Southern Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global, in connection with a special meeting of stockholders (the “Special Meeting”) to vote on the approval and adoption of the following proposals:

 

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 $0.0001 per share (the “XCF Global Common Stock”) that XCF Global is authorized to issue from 500,000,000 to 1,700,000,000;

 

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 19.99% or more of XCF Global’s issued and outstanding XCF Global Common Stock, constituting the stock consideration to be issued pursuant to the Business Combination Agreement;

 

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 XCF Global 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 the XCF Global Stock Issuance Proposal.

 

The XCF Global board of directors has established July 29, 2026 as the record date for the Special Meeting. Stockholders of record of XCF Global as of the close of business on the record date will be entitled to notice of and to vote at the Special Meeting.

 

Additional Information

 

Nothing in the foregoing communication shall constitute a solicitation to buy or an offer to sell any of XCF Global’s securities. XCF Global’s stockholders and other investors are urged to read the proxy statement (a preliminary filing of which has been made with the Securities and Exchange Commission (the “SEC”)) because it will contain important information relating to the foregoing. Copies of XCF Global’s SEC filings are available free of charge at the SEC’s website (http://www.sec.gov).

 

Participants in a Solicitation

 

The directors and executive officers of XCF Global and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals to be voted on at the Special Meeting. Information regarding the directors and executive officers of XCF Global is available in its preliminary proxy statement, which was filed with the SEC on July 27, 2026. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials regarding the proposed transaction (a preliminary filing of which has been made with the SEC). Free copies of these documents may be obtained as described in the preceding paragraph.

 

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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.

 

  XCF GLOBAL, INC.
     
Dated: July 27, 2026 By: /s/ Christopher Cooper
  Name:  Christopher Cooper
  Title: Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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