XCF Global completes DevvStream, Southern Energy mergers
Former holders of DevvStream and Southern Energy held approximately 10.43% and 20% of XCF, respectively, after the mergers.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
XCF Global, Inc. (SAFX) reported completion of an all-stock combination with DevvStream and Southern Energy. The DevvStream merger was consummated October 16, 2026, and the Southern merger October 20, 2026. The combination converted DevvStream shares into 62,253,004 XCF shares and Southern Energy shares into 119,397,857 XCF shares. Former DevvStream holders held approximately 10.43% and former Southern holders approximately 20% after the mergers; XCF reported approximately 596 million common shares outstanding after giving effect to them.
Wray T. Thorn became President and CFO effective October 19, with a $750,000 annualized base salary, a 100% target annual bonus and eligibility for a restricted-stock grant equal to 3% of fully diluted ownership, subject to 2025 Plan share availability. Christopher A. Cooper’s new CEO and Chairman agreement raises his annualized base salary from $500,000 to $750,000 and replaces a 2% option grant with eligibility for a 3% restricted-stock grant. Harvey Schnitzer transitioned to Director of Integration.
Focus Impact Partners’ consulting agreement ended effective October 19, and XCF will pay $456,164 in cash for accrued remuneration. Authorized common shares increased from 500 million to 1.7 billion; the 2025 Plan reserve increased from 14,557,181 to 80 million shares.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointXCF completed the combination, issuing 62,253,004 DevvStream shares and 119,397,857 Southern Energy shares.
Negative
- None.
Filing Explained
The completed merger includes assumed DevvStream equity instruments, while the acquired-business and pro forma financial picture remains pending.
The completed combination also carried DevvStream warrants, options and restricted stock units into XCF as assumed instruments, with share counts and exercise or conversion prices adjusted under the deal. The merger share issuance increases the share count and reduces existing holders’ percentage ownership, absent offsetting changes.
XCF says the acquired-business financial statements and pro forma information will be filed by amendment within 71 calendar days after this 8-K was required to be filed, leaving the combined financial picture for a later filing.
8-K Event Classification
Key Figures
Key Terms
DevvStream Exchange Ratio financial
fully diluted ownership financial
Section 280G provision regulatory
2025 Equity Incentive Plan financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of SAFX did former DevvStream and Southern Energy holders own after the combination?
What compensation will Wray Thorn receive as SAFX president and CFO?
How did Christopher Cooper’s SAFX compensation change?
How much will SAFX pay Focus Impact Partners after ending the consulting agreement?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
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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).
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Introductory Note
Unless otherwise stated herein or unless the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer to XCF Global, Inc., a Delaware corporation. Terms used in this Current Report on Form 8-K but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meanings given to such terms in the definitive joint proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) by the Company on July 31, 2026, as supplemented by Supplement No. 1 filed with the SEC on September 14, 2026 (as supplemented, the “Proxy Statement/Prospectus”), and such definitions are incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference certain information from reports and other documents that were previously filed with the SEC, including certain information from the Proxy Statement/Prospectus. To the extent there is a conflict between the information contained in this Current Report on Form 8-K and the information contained in such prior reports and documents that has been incorporated by reference herein, the information in this Current Report on Form 8-K controls.
On April 13, 2026, the Company, DevvStream Corp., an Alberta corporation (“DevvStream Alberta”), Southern Energy Renewables Inc., a Louisiana corporation (“Southern Energy”), Southern Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Southern Merger Sub”), and DevvStream Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“DevvStream Merger Sub”), entered into a business combination agreement (as amended by Amendment No. 1, dated as of September 14, 2026, the “BCA”), pursuant to which the Company agreed to acquire Southern Energy and DevvStream in a series of transactions (collectively, the “Business Combination”). On October 16, 2026 (the “Closing Date”), the parties to the BCA announced the completion of the Business Combination. The terms of the BCA provided that the Business Combination would be completed in three steps, with (i) DevvStream Alberta continuing out of the Province of Alberta and domesticating as DevvStream Legacy Corp., a Delaware corporation (“DevvStream”) (such step, the “Domestication”), consummated on October 15, 2026, (ii) DevvStream Merger Sub merging with and into DevvStream (the “DevvStream Merger”), consummated on October 16, 2026, and (iii) Southern Merger Sub merging with and into Southern Energy and (the “Southern Merger” and, together with the DevvStream Merger, the “Mergers”), consummated on October 20, 2026, with each of Southern Energy and DevvStream surviving as a direct wholly owned subsidiary of the Company.
Pursuant to the terms of the BCA:
(a) in connection with the consummation of the DevvStream Merger ,(the “Effective Time”), (i) all of the issued and outstanding common shares of DevvStream immediately prior to the Effective Time (other than excluded shares) were converted into the right to receive 1.1919 (the “DevvStream Exchange Ratio”) shares of the Company’s Class A common stock, par value $0.0001 per share (“XCF Global Common Shares”) per DevvStream share or an aggregate of 62,253,004 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 hold approximately 10.43% of the XCF Global Common Shares immediately following the consummation of the Mergers, and (ii) each issued and outstanding DevvStream warrant, option and restricted stock unit covered by the BCA was assumed by the Company and converted into a new XCF warrant, option and restricted stock unit, as applicable, with the number of shares and the exercise or conversion price, as applicable, adjusted by the DevvStream Exchange Ratio in accordance with the BCA; and
(b) in connection with the consummation of the Southern Merger, all of the issued and outstanding shares of Southern Energy immediately prior to the Effective Time (other than shares held in treasury) were converted into 119,397,857 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, such that the former holders of Southern Energy shares hold approximately 20% of the XCF Global Common Shares following consummation of the Mergers.
As of the closing of the Business Combination and after giving effect to the Mergers, the Company had approximately 596 million XCF Global Common Shares outstanding. The issuance of the shares of XCF Global Common Shares in the Business Combination was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-4 (Registration No. 333-296774), which was declared effective by the SEC on July 31, 2026, as amended by the filing of the Company’s registration statement on Form S-4 pursuant to Rule 462(b) under the Securities Act.
1
Item 1.01. Entry into a Material Definitive Agreement.
Indemnification Agreements
The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 1.01. On the Closing Date, the Company entered into indemnification agreements (the “Indemnification Agreements”) with each of Chad J. Langley, John Wharton and Carl Stanton, who became directors of the Company upon the closing of the Business Combination. Each Indemnification Agreement provides for indemnification and advancements by the Company, subject to the limitations and exclusions provided therein, of certain expenses, including attorneys’ fees, judgments, fines and settlement amounts, incurred by the director in any action or proceeding arising out of his services as one of the Company’s directors or any other company or enterprise to which he is or was serving or providing services at the Company’s request. The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, a form of which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under the caption “Relationships and Related Person Transactions” in Item 5.02 of this Current Report on Form 8-K, regarding the Termination and Settlement Agreement and the termination of the Consulting Agreement, is incorporated by reference into this Item 1.02. The Company did not incur any early termination penalties in connection with the termination of the Consulting Agreement, other than the payment described therein.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01. In addition, the material terms of the Business Combination are described in greater detail in the Proxy Statement/Prospectus in the section titled “The Business Combination” beginning on page 80 thereof, which is incorporated into this Item 2.01 by reference. The Company’s stockholders considered and approved, among other matters, the issuance of XCF Global Common Shares in the Business Combination at a special meeting of the Company’s stockholders held on October 5, 2026, and DevvStream’s shareholders approved the Business Combination and the Domestication at a special meeting of DevvStream’s shareholders held on September 17, 2026. The Business Combination was subsequently completed on October 16, 2026.
The businesses of Southern Energy and DevvStream are described in the Proxy Statement/Prospectus in the sections titled “Information About Southern Energy” and “Information About DevvStream” beginning on pages 285 and 243 thereof, respectively, and that information is incorporated into this Item 2.01 by reference.
Following the closing of the Business Combination, DevvStream’s common shares ceased to be quoted on the over-the-counter market, and the XCF Global Common Shares continue to trade on The Nasdaq Stock Market LLC under the symbol “SAFX.”
Prior to the Business Combination, entities controlled by Majique Ladnier, the Company’s largest stockholder, held all of the outstanding shares of Southern Energy and certain DevvStream common shares, and certain of the Company’s directors and their affiliates had relationships with DevvStream. These relationships are described in the Proxy Statement/Prospectus in the sections titled “Certain Relationships and Related Person Transactions of XCF Global” and “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business Combination” beginning on pages 234 and 298 thereof, respectively, which are incorporated into this Item 2.01 by reference.
The foregoing description of the BCA does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, copies of which are incorporated by reference as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the “Introductory Note” and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. As a result of the Business Combination, the former holders of Southern Energy shares and DevvStream common shares became holders of XCF Global Common Shares. The material terms of the Company’s Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws and the general effect upon the rights of holders of the Company’s securities are described in the Proxy Statement/Prospectus in the sections “Description of XCF Global Capital Stock” and “Comparison of Rights of DevvStream Shareholders and XCF Global Stockholders” beginning on pages 311 and 321 thereof, respectively, which are incorporated herein by reference.
2
On October 16, 2026, in connection with the completion of the Business Combination, the Company and Continental Stock Transfer & Trust Company entered into a Warrant Agreement providing for the Company’s assumption of the DevvStream warrants. A copy of the Warrant Agreement is included as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As previously reported in the Company’s Current Report on Form 8-K filed on October 6, 2026, on October 5, 2026, the Company amended its Amended and Restated Certificate of Incorporation to increase the number of authorized XCF Global Common Shares from 500,000,000 to 1,700,000,000. A copy of the certificate of amendment is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Directors and Executive Officers
Effective upon completion of the Business Combination, Chad J. Langley, John Wharton and Carl Stanton, who were elected by the Company’s stockholders on October 5, 2026, became directors of the Company. Pursuant to the BCA, following the closing of the Business Combination, the board of directors of the Company (the "Board") consists of seven (7) directors, comprised of: (A) four (4) directors designated by XCF (Christopher Cooper, Wray Thorn, Sanford Cockrell and Si-Yeon Kim), (B) two (2) directors designated by Southern (Chad J. Langley and John Wharton), and (C) one (1) director designated by DevvStream (Carl Stanton). In addition, Christopher Cooper continues to serve as Chief Executive Officer of the Company.
Effective upon completion of the Business Combination, the Board appointed Sanford Cockrell (chair), Chad J. Langley and Si-Yeon Kim to the Audit Committee; Chad J. Langley, John Wharton and Sanford Cockrell to the Compensation Committee; Si-Yeon Kim (chair), Sanford Cockrell and John Wharton to the Nominating and Governance Committee; and Wray Thorn (chair), Chad J. Langley, Carl Stanton and Sanford Cockrell to the Finance Committee.
The information set forth in the Proxy Statement/Prospectus in the section titled “Information About XCF Global Upon Completion of the Business Combination” beginning on page 304 thereof, and in the sections referenced in Item 2.01 of this Current Report on Form 8-K regarding related person transactions and interests in the Business Combination, is incorporated herein by reference.
Appointment of President and Chief Financial Officer
The Board appointed Wray T. Thorn, a member of the Board, as President and Chief Financial Officer (“CFO”) of the Company, effective October 19, 2026, to serve at the pleasure of the Board until his successor is duly elected and qualified or until his earlier death, resignation or removal. As CFO, Mr. Thorn will serve as the Company’s principal financial officer. Mr. Thorn will continue to serve as a member of the Board.
In connection with Mr. Thorn’s appointment, Harvey Schnitzer ceased to serve as the Company’s CFO, effective October 19, 2026. Mr. Schnitzer’s departure from the position of CFO was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company and the Board thank Mr. Schnitzer for his leadership and service as CFO. Mr. Schnitzer is transitioning to the role of Director of Integration and will lead efforts to bring together XCF’s expanding organization and advance integration priorities across the business.
Mr. Thorn, age 55, has served as a director of the Company, including as Chair of the Finance Committee of the Board, since the closing of the Company’s business combination with Focus Impact BH3 Acquisition Company in June 2025. Mr. Thorn has more than three decades of experience as a business builder, investment leader, chief investment officer and lead board member, with significant expertise in investment firm building and leadership, complex direct and indirect private investing, global corporate financing and capital formation, risk management frameworks and corporate shareholder value creation. He has been a Partner and Co-Founder of Focus Impact Partners, LLC since 2021 and, before that business combination closed, served as Chief Investment Officer and a director of Focus Impact BH3 Acquisition Company. He has also served as Chief Investment Officer of Focus Impact Acquisition Corp. Since 2021, Mr. Thorn has also been the Founder and Chief Executive of Clear Heights Capital, and he currently serves on the boards of DevvStream Corp. and Skipper Pets, Inc. From 2012 to 2021, he was a Managing Director and Chief Investment Officer – Private Investments at Two Sigma Investments, where he built and led the firm’s private equity (Sightway Capital), venture capital (Two Sigma Ventures) and impact (Two Sigma Impact) investment businesses, growing them to approximately $4 billion in assets under management and approximately 90 team members, and was a leader in the creation of Hamilton Insurance Group. At Sightway Capital, Mr. Thorn led the building of more than 15 platform companies in sub-verticals of transportation, infrastructure, financial services, energy and real assets.
Prior to joining Two Sigma Investments in 2012, Mr. Thorn was a Senior Managing Director with Marathon Asset Management, a Director with Fox Paine & Co. and a Principal at Dubilier & Co., and he began his career in the Acquisition Finance Group at Chemical Bank (now J.P. Morgan). Over the course of his career, Mr. Thorn has participated in approximately 300 acquisitions, corporate financings, fundraisings and other principal transactions representing more than $32 billion in aggregate consideration, and he has served on the boards, advisory boards and committees of approximately 45 businesses and investment funds. Mr. Thorn also serves as Co-Chair of the Board of Youth, INC, as Vice Chair of the Board and Chair of the Investment Committee of Futures and Options, and as a Trustee of the Randall’s Island Park Alliance.
3
Thorn Employment Agreement
In connection with his appointment, the Company and Mr. Thorn entered into an Employment Agreement, dated as of October 19, 2026 (the “Thorn Employment Agreement”). Under the Thorn Employment Agreement, Mr. Thorn will serve as President and CFO, reporting to the Chief Executive Officer and the Board. Mr. Thorn will receive an annualized base salary of $750,000. He is eligible for an annual bonus with a target of 100% of base salary, with payouts above and below target based on goals approved by the Board, and he may elect to receive the bonus in cash or stock, subject to limits set by the Board or the Compensation Committee. Mr. Thorn will be eligible for a grant of restricted stock under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) equal to 3% of the fully diluted ownership of the Company. The award vests ratably in quarterly installments over four years, with accelerated vesting on a termination without cause or a resignation for good reason, and is subject to the availability of shares under the 2025 Plan. Mr. Thorn may continue to engage in certain outside business and charitable activities, provided they do not materially interfere with his duties, create a conflict of interest or violate applicable law or Company policy. He is eligible to participate in the Company’s benefit plans available to senior executives, including the 2025 Employee Stock Purchase Plan, and is entitled to 25 days of paid time off per year and reimbursement for first-class domestic and business-class international travel. If Mr. Thorn’s employment is terminated by the Company without cause or he resigns for good reason, he will receive (i) 12 months of base salary, payable in installments, (ii) any unpaid prior-period annual bonus, prorated, and (iii) up to 12 months of Company-paid COBRA premiums. If such a termination occurs within three months before or twelve months after a change in control, he will instead receive (i) a lump-sum payment equal to 150% of base salary, (ii) any unpaid prior-period annual bonus, (iii) full vesting of all outstanding equity awards, with performance-based awards deemed achieved in full, and (iv) the COBRA benefits described above. Severance is conditioned on a release of claims and continued compliance with restrictive covenants, including 24-month post-termination customer and employee non-solicitation covenants. The agreement also contains a “best net” Section 280G provision, under which the Board may approve a limited gross-up in certain circumstances, and subjects his compensation to the Company’s clawback policy. The foregoing description of the Thorn Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Thorn Employment Agreement.
Relationships and Related Person Transactions
Mr. Thorn is a Partner and Co-Founder of Focus Impact Partners, LLC (“Focus Impact Partners”). The Company is party to a strategic consulting agreement with Focus Impact Partners (the “Consulting Agreement”), under which Focus Impact Partners receives an annual consulting fee of $1,500,000, payable in monthly installments of $125,000, plus additional fees for certain transactions as mutually agreed. On October 22, 2026, the Company and Focus Impact Partners entered into a Termination and Settlement Agreement (the “Termination and Settlement Agreement”), pursuant to which (i) the Consulting Agreement was terminated effective as of October 19, 2026, and (ii) in settlement and full satisfaction of the Company’s obligations under the Consulting Agreement, the Company will pay to Focus Impact Partners in cash the remuneration accrued under the Consulting Agreement from June 30, 2026 through October 19, 2026, totaling $456,164.
The foregoing description of the Termination and Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination and Settlement Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Except as described above, there are no arrangements or understandings between Mr. Thorn and any other persons pursuant to which he was selected as an officer. Mr. Thorn does not have any family relationships with any director or executive officer of the Company, and, except as described above, there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Cooper Employment Agreement; Appointment as Chairman of the Board
On October 19, 2026, the Company and Christopher A. Cooper, the Company’s Chief Executive Officer, entered into a new Employment Agreement (the “Cooper Employment Agreement”), which supersedes Mr. Cooper’s prior employment agreement dated November 7, 2025, and the Board appointed, or confirmed the appointment of, Mr. Cooper as Chairman of the Board. Under the Cooper Employment Agreement, Mr. Cooper will serve as Chairman of the Board and Chief Executive Officer, reporting to the Board, and will receive an annualized base salary of $750,000 (increased from $500,000) and be eligible for an annual bonus with a target of 100% of base salary. Mr. Cooper will be eligible for a grant of restricted stock under the 2025 Plan equal to 3% of the fully diluted ownership of the Company, vesting ratably in quarterly installments over four years, with accelerated vesting on a termination without cause or a resignation for good reason, which replaces his prior stock option grant equal to 2% of fully diluted ownership. The severance, change in control, restrictive covenant, Section 280G and clawback provisions of the Cooper Employment Agreement are substantially the same as those described above for Mr. Thorn. The foregoing description of the Cooper Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooper Employment Agreement.
4
2025 Equity Incentive Plan Amendment
As previously reported in the Company’s Current Report on Form 8-K filed on October 6, 2026, at the special meeting held on October 5, 2026, the Company’s stockholders approved an increase in the number of XCF Global Common Shares reserved for issuance under the 2025 Plan from 14,557,181 to 80,000,000.
Indemnification Agreements
The information 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 October 16, 2026, the Company issued a press release announcing completion of the Business Combination. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On October 22, 2026, the Company issued a press release announcing the CFO appointment. A copy of the press release is furnished as exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired.
The financial statements required by this Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report is required to be filed.
(b) Pro forma financial information
The pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report is required to be filed.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1+ | Business Combination Agreement, dated as of April 13, 2026, by and among XCF Global, Inc., DevvStream Corp., Southern Energy Renewables Inc., Southern Merger Sub Inc. and DevvStream Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 14, 2026). | |
| 2.2 | 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 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 14, 2026). | |
| 3.1 | Amended and Restated Certificate of Incorporation of XCF Global, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 12, 2025). | |
| 3.2 | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on October 5, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 6, 2026). | |
| 3.3 | Amended and Restated Bylaws of XCF Global, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 12, 2025). | |
| 4.1* | Warrant Agreement between the Company and Continental Stock Transfer & Trust Company, dated October 16, 2026. | |
| 10.1 | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.55 to the Company’s Current Report on Form 8-K filed on June 12, 2025). | |
| 10.2* | Amendment to the XCF Global, Inc. 2025 Equity Incentive Plan implementing the approved share reserve increase | |
| 10.3* | Termination and Settlement Agreement, dated as of October 22, 2026, by and between XCF Global, Inc. and Focus Impact Partners, LLC. | |
| 99.1* | Press release announcing completion of the Business Combination, dated October 16, 2026. | |
| 99.2* | Press release announcing the CFO, dated October 22, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Furnished herewith. |
| + | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
5
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: October 22, 2026
| XCF GLOBAL, INC. | ||
| By: | /s/ Christopher Cooper | |
| Name: | Christopher Cooper | |
| Title: | Chief Executive Officer | |
6
Exhibit 99.1
XCF Global Completes Business Combination with Southern Energy Renewables and
DevvStream, Creating Vertically Integrated Alternative Energy Platform
The combination brings together both today-and future technology alternative fuel production capability, biomass-to-fuels development and environmental-asset monetization to support domestic energy security, reduced carbon emissions and alternative uses for agricultural waste products.
| ● | With the closing of the business combination, XCF is updating its 2027 financial outlook to reflect gross product sales of $650 to 700 million, net revenue of $120- 130 million and EBITDA of $70-75 million.[1] |
| ● | XCF believes that the combination will create meaningful shareholder value resulting from combined target 2030 annual gross product sales of more than $1.4 billion, net revenue of more than $400 million and EBITDA of more than $300m. |
Houston, TX – October 16, 2026 – XCF Global Inc. (“XCF”) (Nasdaq: SAFX), a U.S.-based producer of renewable diesel and sustainable aviation fuel (“SAF”), today announced the completion of its previously announced all-stock business combination with Southern Energy Renewables Inc. (“Southern”) and DevvStream Corp. (“DevvStream”). Southern and DevvStream are now wholly owned subsidiaries of XCF, which remains the publicly traded parent company. Following the closing of the transaction, former Southern and DevvStream equity holders hold approximately 20.0% and 10.43%, respectively, of XCF’s outstanding common stock. In addition, Chad Langley, John Wharton and Carl Stanton joined the XCF board of directors in connection with the closing of the business combination, while Carter McCain stepped down as a director.
The combination creates a vertically integrated alternative energy platform combining both current and future technology pathways for renewable fuel production, biomass conversion and environmental-asset monetization. Southern complements XCF’s HEFA-based New Rise Renewables technology pathway utilizing domestic agricultural waste product feedstocks, with a future gasification technology pathway affording the utilization of even lower cost feedstocks to provide a portfolio of today and future technological capabilities to the company. Additionally, DevvStream brings capabilities to manage and monetize carbon credits, renewable fuel incentives and other environmental attributes, which represent a strategic internal competency for XCF given the revenue generated for the company from these features of its products. The combined platform is designed to source waste and biomass feedstocks regionally, produce fuels near end markets and support local jobs while serving global demand. Its renewable diesel, SAF, renewable methanol and environmental-asset pathways are intended to support aviation, marine, industrial and other hard-to-abate industries using existing infrastructure where possible.
| 1 | Please refer to the important note regarding Non-GAAP Measures at the end of this press release for additional information regarding gross product sales. These targets are not projections and are forward-looking statements and are subject to the risks, uncertainties, and assumptions described under “Cautionary Note Regarding Forward-Looking Statements” below |
“Today marks an important milestone for XCF as we bring together renewable fuel production, new technology pathways and environmental-asset optimization capabilities on one vertically integrated platform,” said Chris Cooper, Chief Executive Officer of XCF Global. “This combination expands our capabilities and supports our strategy to reduce emissions, enhance energy security and resilience, promote alternative uses for domestic agricultural resources, locate production closer to demand and pursue additional value across the alternative renewable fuels chain across our growing global markets. We’re excited for this next chapter of growth and development for XCF as we build a leader in the alternative fuel sector.”
About XCF Global, Inc.
XCF Global, Inc. is a U.S.-based producer of renewable diesel and SAF focused on decarbonizing transportation while supporting domestic fuel supply, energy security and alternative uses for agricultural waste products. Its New Rise Renewables Reno facility has permitted nameplate capacity of 38 – 40 million gallons per year. XCF trades on the Nasdaq Capital Market under the symbol SAFX. To learn more, visit xcf.global.
Contacts
XCF Global: Corporate Communications
media@xcf.global
Non-GAAP Measures Definitions & Reconciliations
This earnings release contains non-GAAP (accounting principles generally accepted in the United States of America) financial measures as defined by SEC Regulation G and indicated by a footnote in the text of this release. Definitions for the non-GAAP measures are provided below. Management believes these non-GAAP measures are a useful supplemental measure of operating performance because they eliminate the effects of financing and capital structure, tax jurisdictions, and non-cash depreciation and amortization expenses. However, these non-GAAP measures are not measures of financial performance under U.S. GAAP and should not be considered as an alternative to revenue or net income (loss) or any other measure of performance derived in accordance with U.S. GAAP.
Because not all companies use identical definitions or calculations, our presentation of these measures may not be comparable to similarly titled measures of other companies. In reliance upon Item 10(e)(1)(i)(B) of Regulation S-K, reconciliations of forward-looking GAAP and non-GAAP measures are not provided because of the unreasonable effort associated with providing such reconciliations due to the variability in the occurrence and the amounts of certain components of GAAP and non-GAAP measures. For the same reasons, we are unable to address the significance of the unavailable information, which could be material to future results.
Gross product sales is a management estimate of the dollar value of the finished renewable fuel product sales in the end-customer markets. XCF believes that this is an important and relevant metric regarding the sales value of the company’s products when comparing XCF to other companies. Management defines this as the number of gallons of renewable fuel sold by the Company during a period multiplied by the average observed or derived price in the end-customer market for each product during a period, including government incentives, feedstock, processing and logistics. EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization.
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Cautionary Note Regarding Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements regarding XCF’s expectations with respect to future performance, estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by XCF and its management, are inherently uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF’s expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF’s offtake arrangements; (4) XCF’s ability to regain compliance with Nasdaq’s continued listing standards and thereafter continue to meet Nasdaq’s continued listing standards; (5) XCF’s ability to integrate the operations of Southern and DevvStream on its anticipated timeline; (6) XCF’s ability to raise financing to fund its operations and business plan and the terms of any such financing; (7) the New Rise Reno production facility’s ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (8) the New Rise Reno production facility’s ability to continue producing renewable diesel in commercial quantities without interruption as the XCF advances its planned transition toward SAF production; (9) XCF’s ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (10) XCF’s ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (11) payment of fees, expenses and other costs related to the completion of the business combination; (12) the risk of disruption to the current plans and operations of XCF as a result of the consummation of the business combination; (13) XCF’s ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of XCF to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (14) changes in applicable laws or regulations; (15) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (16) the possibility that XCF may be adversely affected by other economic, business, and/or competitive factors; (17) the availability of tax credits and other federal, state or local government support; (18) risks relating to XCF’s key intellectual property rights, including the possible infringement of its intellectual property rights by third parties; (19) LOIs and MOUs may not advance to definitive agreements or commercial deployment; and (20) various factors beyond management’s control, including general economic conditions and other risks, uncertainties and factors set forth in XCF’s filings with the Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K, filed with the SEC on March 31, 2026, this press release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF’s expectations, plans or forecasts of future events and views as of the date of this press release. These forward-looking statements should not be relied upon as representing XCF’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF may elect to update these forward-looking statements at some point in the future, XCF specifically disclaims any obligation to do so.
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Exhibit 99.2
XCF Global Announces Leadership Appointments to Support Growth and Integration
Wray Thorn appointed President and Chief Financial Officer; Harvey Schnitzer to transition to Director of Integration
Houston, TX – October 22, 2026 – XCF Global Inc. (“XCF”) (Nasdaq: SAFX), a growing U.S.-based producer of renewable diesel and sustainable aviation fuel (“SAF”), today announced leadership appointments designed to support the Company’s continued growth, strategic execution and organizational integration.
Wray Thorn has been appointed President and Chief Financial Officer of XCF Global, expanding his involvement with the Company from his role as Chair of the Finance Committee of XCF’s Board of Directors. Mr. Thorn will partner closely with Chris Cooper, XCF’s CEO, and the Board to lead the Company in its mission to build a global leader in the alternative fuel sector through development, licensing and acquisitions. Mr. Thorn will lead XCF’s corporate and financial activities, focusing on strengthening the Company’s financial and operating platform and executing its growth strategy. Harvey Schnitzer, who has served as Interim Chief Financial Officer, is transitioning to the role of Director of Integration. In this position, he will lead efforts to bring together XCF’s expanding organization and advance integration priorities across the business.
“Having been part of the inspiration in forming XCF, Wray brings deep knowledge of the company, our strategy and our opportunities ahead, and has meaningfully supported our growth and capital formation efforts,” said Mr. Cooper. “His extensive experience building businesses, particularly in the transportation and energy industries, and his background in intentional strategic organizational leadership, corporate growth management, acquisitions, and capital formation, adds substantial depth to our leadership team. We’re very grateful to Harvey for his important leadership as Interim CFO, and pleased that he will be staying with the company and supporting Wray in the ongoing integration of our financial and operating platform. A key part of our ongoing success will be our leadership team, and Wray and I intend to continue to assemble an outstanding industry-leading team to execute on our exciting growth objectives.”
Mr. Thorn brings more than three decades of experience as a business builder, investment leader, chief investment officer, lead board member and executive consigliere. Mr. Thorn has significant expertise in investment firm building and leadership, complex direct and indirect private investing, global corporate financing and capital formation, risk management frameworks, and corporate shareholder value creation. Mr. Thorn is a Partner and Founder of Focus Impact Partners as well as Founder & CEO of Clear Heights Capital and has been CIO of Focus Impact Acquisition Corp. and Focus Impact BH3 Acquisition Co. Prior to forming Focus Impact Partners, Mr. Thorn served as Managing Director and Chief Investment Officer – Private Investments at Two Sigma Investments, where he built and led the firm’s private equity (Sightway Capital), venture (Two Sigma Ventures) and impact (Two Sigma Impact) investment businesses. On behalf of both private capital and institutional investors, Mr. Thorn grew Two Sigma’s private investment businesses during his 9-year tenure to ~$4bn in AUM and ~90 team members. In particular at Sightway Capital, Mr. Thorn led the building of 15+ platform companies in sub-verticals of transportation, infrastructure, financial services, energy and real assets.
Prior to Two Sigma, Mr. Thorn was a Senior Managing Director with Marathon Asset Management, a Director with Fox Paine & Co., a Principal at Dubilier & Co. and began his career at Chemical Bank (today, J.P. Morgan) in the Acquisition Finance Group. Over the course of his career, Mr. Thorn has participated in approximately 300 transactions, acquisitions, corporate financing, fundraising and other principal transactions representing more than $32 billion in aggregate consideration. including 40+ direct private equity investments, 90+ direct venture investments and 40+ 3rd-party managed fund investments, representing more than $3 billion in invested capital. Mr. Thorn has also been a part of driving shareholder value creation and corporate growth as member of boards, advisory boards and committees of ~45 businesses and investment funds. Mr. Thorn is committed to giving back to the community, serving as Co-Chair of the Board of Youth, INC, Vice-Chair of the Board of Futures and Options and a trustee of the Randall’s Island Park Alliance. In his 15+ years working with Youth, INC, a venture philanthropy organization in New York City, Mr. Thorn has been a part of raising more than $100m endeavoring to improve the lives of NYC youth by empowering more than 175 grass-roots non-profits that serve them.
About XCF Global, Inc.
XCF Global, Inc. ("XCF") is a U.S.-based producer of renewable diesel and sustainable aviation fuel ("SAF") focused on decarbonizing transportation while supporting domestic fuel supply and energy security. The Company's flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 -40 million gallons per year. XCF intends to advance a pipeline of potential expansion opportunities in Nevada, North Carolina and Florida and to build relationships across the energy and transportation sectors that it believes could support the scaling of renewable fuels production. Any such opportunities remain subject to, among other factors, feasibility assessments, financing, regulatory approvals and market conditions. XCF is listed on the Nasdaq Capital Market and trades under the symbol SAFX.
Contacts
XCF Global: Corporate Communications
media@xcf.global
Cautionary Note Regarding Forward-Looking Statements
This Press Release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements regarding XCF Global's expectations with respect to future performance and anticipated financial impacts of the recently completed business combination with Focus Impact BH3 Acquisition Company (the "Business Combination"), estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by XCF Global and its management, are inherently uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to continue producing renewable diesel in commercial quantities without interruption as the Company advances its planned transition toward SAF production; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, its most recent Quarterly Report on Form 10-Q, filed with the SEC on August 17, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.