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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):
September 14, 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)
Not Applicable
(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 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Filed 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
This Current Report on Form 8-K relates to the proposed business combination (the “Business Combination”) among XCF Global,
Inc. (“XCF Global”), DevvStream Corp. (“DevvStream”) and Southern Energy Renewables Inc. (“Southern Energy”)
pursuant to that certain Business Combination Agreement, dated as of April 13, 2026, as amended (the “BCA”). This Current
Report on Form 8-K may be deemed to be solicitation material in respect of the Business Combination. Each of XCF Global and DevvStream
has filed with the SEC a registration statement on Form S-4 (Registration No. 333-296774) containing a joint proxy statement/prospectus
in connection with the Business Combination.
IMPORTANT NOTICE: 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, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free
copies of these documents through the SEC website at www.sec.gov or from XCF Global at https://xcf.global/investor-relations/financials/sec-filings/.
Item
1.01 Entry into a Material Definitive Agreement.
On September 14, 2026, XCF Global, Inc., a Delaware corporation (“XCF
Global” or the “Company”), DevvStream Corp., an Alberta corporation (“DevvStream”), Southern Energy Renewables
Inc., a Louisiana corporation (“Southern Energy”), Southern Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary
of XCF Global (“Southern Merger Sub”), DevvStream Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of XCF
Global (“DevvStream Merger Sub”), EEME Energy SPV I LLC, a Delaware limited liability company (“EEME”), and GL
PART SPV I, LLC, a Delaware limited liability company (“GL”), entered into Amendment No. 1 (the “Amendment”) to
the Business Combination Agreement, dated as of April 13, 2026 (the “BCA”), by and among the Company, DevvStream, Southern
Energy, Southern Merger Sub and DevvStream Merger Sub.
The Amendment provides for the following material
modifications to the BCA:
Amendments to Merger Consideration
The Amendment amends the definitions of “Southern
Consideration Shares” and “DevvStream Consideration Shares” to adjust the pro forma ownership percentages of the parties
following the consummation of the mergers contemplated by the BCA (the “Mergers”). As amended:
| ● | The Southern Consideration Shares are defined as a number of fully-paid and non-assessable XCF Global
Common Shares equal to approximately 28.75% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior
to the effective time of the Mergers (the “Effective Time”), such that the former holders of Southern Energy shares will hold
approximately 20% of the XCF Global Common Shares immediately following the Effective Time (reduced from approximately 23.3% as originally
contemplated by the BCA). |
| ● | The DevvStream Consideration Shares are defined as a number of fully-paid and non-assessable XCF Global
Common Shares equal to approximately 14.99% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior
to the Effective Time, such that the former holders of DevvStream shares will hold approximately 10.43% of the XCF Global Common Shares
immediately following the Effective Time (increased from approximately 10.0% as originally contemplated by the BCA). |
| ● | XCF Global’s existing stockholders immediately prior to the Effective Time will hold approximately
69.57% of the XCF Global Common Shares issued and outstanding immediately following the Effective Time (increased from approximately 66.7%
as originally contemplated by the BCA). |
Amendments to Closing Conditions
The Amendment deletes or modifies the following closing conditions under the BCA:
| ● | Minimum Southern Capitalization Condition. The requirement that the aggregate amount of Southern
Energy’s unrestricted cash and cash equivalents plus all “Plant Conversion Funding” funded to XCF Global prior to the
Effective Time equal at least $10,000,000 was deleted. |
| ● | Southern Investment Bank Condition. The requirements that Southern Energy have completed an engagement
with an investment bank to sell a bond offering and be in an acceptable process of procuring the bond with respect to the issuance of
bonds by Southern Energy was deleted. |
| ● | Company Revenue Run-Rate Condition. The requirement that the gross revenue of XCF Global for its
blended fuel product exceed $1,000,000,000 on an annualized, go-forward basis no later than June 30, 2026, and that annualized EBITDA
equal at least $100,000,000, was deleted. |
| ● | Nasdaq Sweden Condition. The requirement that the XCF Global common shares to be issued have been
approved for listing on Nasdaq Sweden (and/or any other European or Asian securities exchange) was deleted. |
| ● | HSR Act Requirements. The requirement that XCF Global obtain clearance under the HSR Act and that
such Required Regulatory Approval shall have been made was deleted. |
GL Investment Condition
The effectiveness of the Amendment is conditioned
on the concurrent closing of a $1,000,000 investment by GL in XCF Global through the Company’s warrant program (the “GL Investment”),
under which as previously announced, GL may purchase warrants to acquire common stock of the Company at an exercise price of $2.50 per
share, which the Company believes demonstrates GL’s belief in the Company’s potential future growth in shareholder value of
the Company.
EEME and GL Post-Closing Funding Commitment
From and after the Closing, (x) within three (3) months following the
closing of the business combination, each of EEME and GL shall fund, or cause to be funded, to XCF Global cash proceeds in an aggregate
amount of not less than $4,373,000 plus the Shortfall Amount (as defined below), and (y) within twelve (12) months following the closing
of the business combination, each of EEME and GL shall use commercially reasonable efforts to fund, or cause to be funded, to XCF Global
cash proceeds in an additional aggregate amount of not less than $50,000,000, in the case of each of clauses (x) and (y) whether funded
by EEME, GL or a combination thereof and whether through XCF Global’s warrant program or through any other financing arrangement
mutually agreed between EEME or GL, as applicable, and XCF Global ((x) and (y) together, the “Funding Commitment”). The “Shortfall
Amount” shall mean the amount by which $ 4,627,000 exceeds the sum of (x) any amounts set forth on Schedule 5.3 to the Amendment
that XCF Global reasonably determines were not invested into Southern Energy prior to the date of the Amendment and (y) any amounts set
forth on such Schedule 5.3 that were so invested into Southern Energy but that XCF Global reasonably determines were not utilized by Southern
Energy appropriately. In addition, EEME and GL have agreed to the additional post-Closing commitment described in a schedule to the Amendment.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference with respect to the potential issuance of equity securities described therein.
Item
8.01 Other Events.
Postponement of Special Meetings
On September 9, 2026, the Company announced that the XCF Global Special
Meeting of Stockholders (the “Special Meeting”), which was previously scheduled to be held on September 10, 2026, has been
postponed to September 24, 2026, at 11:00 a.m. Eastern Time. The Special Meeting will continue to be held as a virtual meeting. Registration
information will be available at https://www.cstproxy.com/xcfglobal/2026.
The record date for the Special Meeting remains
July 29, 2026. Stockholders of XCF Global who held XCF Global common shares as of the record date remain entitled to vote at the Special
Meeting. Stockholders who have already submitted their proxy cards or voted by telephone or internet do not need to take any further action
unless they wish to revoke or change their votes.
The postponement of the meetings was made to allow
additional time for stockholders and shareholders to review the Amendment and the supplemental proxy materials described herein.
Updated proxy materials, including a copy of the
Amendment and supplemental disclosure, will be filed with the SEC and will be available at www.sec.gov. XCF Global stockholders may also
access materials at https://www.cstproxy.com/xcfglobal/2026.
After considering the relevant facts surrounding the Amendment, including but not limited to the increase in consideration to be received
by XCF Global stockholders and the removal of certain conditions precedent to closing of the Business Combination, and upon receiving
advice from its external advisors, the board of directors of the Company (the “Board”) determined that the Amendment is in
the best interest of the Company and approved the Amendment.
The Board unanimously recommends that XCF Global stockholders vote “FOR” the XCF Global Authorized Stock Increase Proposal,
“FOR” the XCF Global Stock Issuance Proposal, “FOR” the XCF Global Director Election Proposal, “FOR”
the XCF Global 2025 Equity Incentive Plan Increase Proposal and, if necessary, “FOR” the XCF Global Adjournment Proposal.
If you have questions concerning the Business
Combination or need assistance voting your shares, please contact XCF Global’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
Additional Information and Where to Find It
In connection with the proposed business combination transaction among XCF Global, DevvStream, and Southern Energy, XCF Global has filed
with the SEC a registration statement on Form S-4 (Registration No. 333-296774) containing a joint proxy statement/prospectus. A definitive
joint proxy statement/prospectus, dated July 31, 2026, has been mailed to stockholders of XCF Global and shareholders of DevvStream as
of the record date of July 29, 2026. XCF Global, DevvStream and Southern Energy may also file other documents with the SEC regarding 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,
THIS CURRENT REPORT ON FORM 8-K AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH THE SEC, 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.
Investors and security holders can obtain free
copies of the joint proxy statement/prospectus and other filed documents, without charge, through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by XCF Global will be available free of charge at https://xcf.global/investor-relations/financials/sec-filings/
or by contacting XCF Global’s Investor Relations Department at safx@xcf.global. Copies of the documents filed with the SEC by DevvStream
will be available free of charge at www.devvstream.com/investors/ or by contacting DevvStream’s Investor Relations Department at
ir@devvstream.com.
Participants in the Solicitation
XCF Global, DevvStream, Southern Energy, 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 Global’s stockholders and DevvStream’s shareholders
in connection with the proposed transaction. Information regarding directors and executive officers of (i) XCF Global is contained in
XCF Global’s 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 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, 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 Business Combination, the anticipated structure, timing and conditions of the Business Combination,
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, the valuation the parties are aiming to achieve following the consummation of the
Business Combination, and the expected benefits of the Business Combination. All statements, other than statements of historical facts,
are forward-looking statements, including statements regarding the expected timing, structure and terms of the Business Combination; the
ability of the parties to complete the Business Combination considering the various closing conditions; the expected or targeted benefits
of the Business Combination; legal, economic and regulatory conditions; and any assumptions underlying any of the foregoing. 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 BCA; (7) the occurrence of events,
changes or other circumstances that could give rise to the termination of the BCA, or that could result in disputes or litigation relating
to the interpretation, enforceability or performance of the BCA; (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 BCA; (11) changes to the structure, timing
or terms of the Business Combination 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 the Business Combination; (13) the risk that the announcement of the BCA 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 the BCA, negotiations, 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, including those described under “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in XCF Global’s and DevvStream’s filings with the SEC, including their most
recent Quarterly Reports on Form 10-Q and subsequent filings. There may be additional risks that XCF Global, DevvStream, Southern Energy
and EEME do not presently know or that they currently believe are not material that could also cause actual results to differ materially
from those contained in the forward-looking statements.
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 Current Report on Form 8-K. Neither the Company, DevvStream, 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 Current Report on Form 8-K nor the continued availability of this Current Report on Form 8-K
in archive form on DevvStream’s website at www.devvstream.com/investors/ or the Company’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 |
| 2.1* |
|
Amendment No. 1 to the Business Combination Agreement, dated as of September 14, 2026, by and among XCF Global, Inc., DevvStream Corp., Southern Energy Renewables Inc., Southern Merger Sub Inc., DevvStream Merger Sub Inc., EEME Energy SPV I LLC and GL PART SPV I, LLC, a Delaware limited liability company |
| 104 |
|
Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
| * | The schedules to this exhibit have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities
and Exchange Commission upon request. |
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: September 14, 2026
| |
XCF GLOBAL, INC. |
| |
|
|
| |
By: |
/s/ Christopher Cooper |
| |
Name: |
Christopher Cooper |
| |
Title: |
Chief Executive Officer |
