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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): April 13, 2026
XCF
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42687 |
|
33-4582264 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
2500
CityWest Blvd. Suite 150-138
Houston,
Texas
(Address
of principal executive offices) |
|
77042
(Zip
Code) |
(346)
630-4724
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock |
|
SAFX |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
Transactions
As
previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2026, XCF Global,
Inc., a Delaware corporation (the “Company”), entered into a transaction term sheet, dated January 26, 2026, with DevvStream
Corp., an Alberta corporation (“DevvStream”), and Southern Energy Renewables Inc., a Louisiana corporation (“Southern”),
setting forth the principal terms and conditions of a proposed business combination.
Following
the execution of the term sheet, on April 13, 2026, the Company entered into a definitive
Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “BCA” and the
transactions contemplated thereby, collectively, the “Transactions”), by and among the Company, DevvStream, Southern, DevvStream
Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company (“DevvStream Merger Sub”),
and Southern Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company (“Southern Merger
Sub”). The terms of the Transactions, which contain customary representations and warranties, covenants and closing conditions,
are summarized below. The Transactions remain subject to customary closing conditions as well as the other terms, closing conditions
and termination events (including failure to timely receive the DevvStream Fairness Opinion and the Company Fairness Opinion) set forth
in the BCA. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them
in the BCA.
Structure
of the Transactions
The
Transactions are structured as follows:
| (a) | prior
to the Effective Time of the Mergers, DevvStream will migrate to and domesticate as a Delaware
corporation (the “Domestication”); |
| (b) | at
the Effective Time, Southern Merger Sub will merge with and into Southern with Southern surviving
the merger as a wholly-owned subsidiary of the Company (the “Southern Merger”),
pursuant to which existing equity in Southern will be exchanged for an aggregate number of
Company Common Shares equal to the Southern Consideration Shares; and |
| (a) | at
the Effective Time, DevvStream Merger Sub will merge with and into DevvStream with DevvStream
surviving the merger as a wholly-owned subsidiary of the Company (the “DevvStream Merger”
and, together with the Southern Merger, the “Mergers”), pursuant to which each
DevvStream share issued and outstanding immediately prior to the Effective Time (and following
the Domestication) will be automatically cancelled and extinguished and converted into the
right to receive a number of Company Common Shares equal to the DevvStream Per Share Consideration. |
Treatment
of DevvStream Equity Awards
Pursuant
to the BCA, outstanding DevvStream Warrants, DevvStream Options, DevvStream RSUs, and DevvStream Convertible Notes will be assumed by
the Company and automatically converted into equivalent rights exercisable for or convertible into Company Common Shares, with the number
of shares and exercise or conversion prices adjusted based on the DevvStream Per Share Consideration.
Proxy
Statement and Stockholder Meeting
As
promptly as practicable after the execution of the BCA, the Company will prepare and file with the SEC a registration statement on Form
S-4 (or other appropriate form) in connection with the registration under the Securities Act of the Company Common Shares to be issued
in the Mergers (the “Registration Statement”), which will also contain the proxy statement of the Company and a circular
for DevvStream. The Company and DevvStream will convene special meetings of their respective shareholders to consider the Transactions.
Representations,
Warranties and Covenants
The
BCA contains customary representations and warranties of the Company, DevvStream, Southern, and the Merger Subs relating to, among other
things, their ability and authority to enter into the BCA and their capitalization and operations. The parties have also agreed to customary
covenants including, without limitation, the operation of their respective businesses during the interim period prior to Closing, requirements
regarding alternative transaction proposals, and cooperation in preparing the Registration Statement and obtaining necessary regulatory
approvals.
Conditions
to Closing
General
Conditions
The
obligation of the parties to consummate the Mergers is conditioned on, among other things, the satisfaction or waiver of the following
mutual conditions: (a) the stockholders of the Company have authorized and adopted the Company Resolutions; (b) the shareholders of DevvStream
have passed the DevvStream Resolutions; (c) the absence of any Law or Order that makes the Mergers or the Domestication illegal or otherwise
prohibits or enjoins the parties from consummating the same; (d) the parties have received the requisite regulatory approvals; (e) the
receipt of applicable stock exchange listing approvals; (f) the Registration Statement shall have been declared effective by the SEC
and no stop order shall be in effect; (g) the actions required to establish the post-closing board of directors and executive officers
have been taken; (h) the Domestication shall have been completed; and (i) if legally available, dissent rights have not been exercised
with respect to more than 3% of the issued and outstanding Company Common Stock or DevvStream Shares. The approval of the Southern Shareholders
is not a condition to consummate the Mergers because the Southern Shareholders authorized and approved the Mergers prior to Southern
executing the BCA.
Company
Conditions to Closing
The
obligations of the Company to consummate the Mergers are further conditioned on, among other things, the satisfaction or waiver by the
Company of the following conditions: (a) the accuracy of the representations and warranties of Southern and DevvStream contained in the
BCA (generally subject to certain customary materiality and Material Adverse Effect qualifiers); (b) the performance by Southern and
DevvStream of their respective agreements and covenants, in all material respects, between signing and closing; (c) the absence of a
Southern Material Adverse Effect or a DevvStream Material Adverse Effect; (d) Southern shall have caused the Plant Conversion Funding
to have occurred; (e) Southern shall have been approved by the State of Louisiana to issue bonds in an aggregate principal amount of
at least $400,000,000, with related public announcements having occurred, and completed an engagement with an investment bank to sell
the bond offering; (f) the aggregate amount of Southern’s unrestricted cash and cash equivalents plus all Plant Conversion Funding
funded to the Company prior to the Effective Time shall equal at least $10,000,000; (g) EEME Energy SPV I LLC shall have beneficial ownership
of at least a majority of the outstanding Southern Shares; (h) Southern shall have entered into the SAF Offtake Agreement and one or
more European Offtake Agreements; and (i) delivery to the Company of customary officer certificates and FIRPTA tax certificates from
Southern and DevvStream.
Southern
Conditions to Closing
The
obligations of Southern to consummate the Mergers are further conditioned on, among other things, the satisfaction or waiver by Southern
of the following conditions: (a) the accuracy of the representations and warranties of the Company, the Merger Subs, and DevvStream contained
in the BCA (generally subject to certain customary materiality and Material Adverse Effect qualifiers); (b) the performance by the Company,
the Merger Subs, and DevvStream of their respective agreements and covenants, in all material respects, between signing and closing;
(c) the absence of a Company Material Adverse Effect, Merger Sub Material Adverse Effect, or DevvStream Material Adverse Effect; (d)
the Company shall have entered into the SAF Offtake Agreement and made a public announcement regarding its execution; and (e) delivery
to Southern of customary officer certificates from the Company, the Merger Subs, and DevvStream.
DevvStream
Conditions to Closing
The
obligations of DevvStream to consummate the Mergers are further conditioned on, among other things, the satisfaction or waiver by DevvStream
of the following conditions: (a) the accuracy of the representations and warranties of the Company, the Merger Subs, and Southern contained
in the BCA (generally subject to certain customary materiality and Material Adverse Effect qualifiers); (b) the performance by the Company,
the Merger Subs, and Southern of their respective agreements and covenants, in all material respects, between signing and closing; (c)
the absence of a Company Material Adverse Effect, Merger Sub Material Adverse Effect, or Southern Material Adverse Effect; (d) Southern
shall have caused the Plant Conversion Funding to have occurred; (e) Southern shall have been approved by the State of Louisiana to issue
bonds in an aggregate principal amount of at least $400,000,000, with related public announcements having occurred, and completed an
engagement with an investment bank to sell the bond offering; (f) the Company and Southern shall have entered into the SAF Offtake Agreement;
(g) Southern shall have entered into one or more European Offtake Agreements; (h) the gross revenue of the Company for its blended fuel
product shall exceed $1,000,000,000 on an annualized, go-forward basis by June 30, 2026, and annualized EBITDA shall equal at least $100,000,000;
(i) the aggregate amount of Southern’s unrestricted cash and cash equivalents plus certain previously funded cash shall equal at
least $10,000,000; (j) EEME Energy SPV I LLC shall have beneficial ownership of at least a majority of the outstanding Southern Shares;
and (k) delivery to DevvStream of customary officer certificates from the Company, the Merger Subs, and Southern.
There
can be no assurances that the closing conditions will be achieved or waived.
Termination
Termination
Generally
The
BCA contains certain termination rights, including, among others:
| ● | termination
by mutual written consent of Southern, DevvStream, and the Company; |
| ● | termination
by any of Southern, DevvStream, or the Company if: (a) the requisite Company Shareholders
fail to approve the Company Resolutions; (b) the requisite DevvStream Shareholders fail to
pass the DevvStream Resolutions; (c) Laws or Orders prohibit or enjoin the consummation of
the Transactions that have become final and non-appealable; or (d) the Effective Time does
not occur on or prior to the ten (10) month anniversary of the date of the BCA (the “Outside
Date”), subject to a one-time thirty (30)-day extension upon mutual written agreement; |
| ● | termination
by the Company if: (a) Southern or DevvStream has an uncured material breach; (b) prior to
the approval by the Company Shareholders of the Mergers, the Company enters into a written
agreement with respect to a Superior Proposal; (c) the DevvStream Board changes its recommendation
in certain circumstances; (d) there has been a Southern Material Adverse Effect or DevvStream
Material Adverse Effect that is not or cannot be cured; or (e) the Company Board and Special
Committee do not receive the Company Fairness Opinion within twenty (20) Business Days of
the date of the BCA (provided the right is exercised within two Business Days after such
period ends); |
| ● | termination
by Southern if: (a) the Company, DevvStream, or the Merger Subs have an uncured material
breach; (b) the Company Board changes its recommendation in certain circumstances; or (c)
the DevvStream Board changes its recommendation in certain circumstances; and |
| ● | termination
by DevvStream if: (a) the Company, Southern, or the Merger Subs have an uncured material
breach; (b) prior to the approval by the DevvStream Shareholders of the Mergers, DevvStream
enters into a written agreement with respect to a Superior Proposal; (c) the Company Board
changes its recommendation in certain circumstances; (d) there has been a Company Material
Adverse Effect or Southern Material Adverse Effect that is not or cannot be cured; or (e)
the DevvStream Board and Special Committee do not receive the DevvStream Fairness Opinion
within twenty (20) Business Days of the date of the BCA (provided the right is exercised
within two Business Days after such period ends). |
Termination
Fees
DevvStream
will owe a termination fee of $510,000 to the Company if (a) the Company or Southern terminates the BCA due to DevvStream changing its
board recommendation, (b) DevvStream terminates the BCA to enter into a Superior Proposal, or (c) within 12 months after termination
of the BCA for certain reasons (such as a breach by DevvStream, failure to obtain DevvStream Shareholder Approval, or reaching the Outside
Date), DevvStream consummates or enters into a definitive agreement for an Acquisition Proposal that was made known prior to termination.
The
Company will owe a termination fee of $510,000 to DevvStream and $1,190,000 to Southern if (a) DevvStream or Southern terminates the
BCA due to the Company changing its board recommendation, (b) the Company terminates the BCA to enter into a Superior Proposal, or (c)
within 12 months after termination of the BCA for certain reasons (such as a breach by the Company, failure to obtain Company Shareholder
Approval, or reaching the Outside Date), the Company consummates or enters into a definitive agreement for an Acquisition Proposal that
was made known prior to termination.
The
Parties acknowledge that no termination fee shall be owed if either of DevvStream or the Company validly terminate the BCA due to the
failure to the DevvStream Fairness Opinion or the Company Fairness Opinion, respectively, as provided in the BCA.
Fees
and Expenses
Except
as expressly provided in the BCA, each Party will bear its own expenses incurred in connection with the Transactions, whether or not
the Transactions are consummated. However, if the BCA is terminated because the requisite DevvStream Shareholder Approval is not obtained,
DevvStream is required to reimburse the Company for reasonable, documented expenses up to $170,000. Conversely, if the BCA is terminated
because the requisite Company Shareholder Approval is not obtained, the Company is required to reimburse DevvStream for reasonable, documented
expenses up to $170,000 and reimburse Southern for reasonable, documented expenses up to $397,000. Transfer Taxes incurred in connection
with the Transactions will be paid equally by the Parties.
Support
& Lock-Up Agreements
In
connection with signing the BCA, (i) the Company, Southern, DevvStream, and the Company Core Securityholders entered into a Company Support
& Lock-Up Agreement, (ii) the Company, Southern, DevvStream, and the DevvStream Core Securityholders entered into a DevvStream Support
& Lock-Up Agreement, and (iii) the Company, Southern, DevvStream, and the Southern Securityholders entered into a Southern Support
& Lock-Up Agreement (collectively, the “Support & Lock-Up Agreements”), each dated April 13, 2026.
Pursuant
to the Support & Lock-Up Agreements, the respective securityholders agreed to vote any covered shares held by them in favor of the
Transactions and against any competing alternative transactions. Because the Company Core Securityholders and DevvStream Core Securityholders
hold a sufficient number of voting shares to approve the Transactions on behalf of the Company and DevvStream, respectively, the requisite
shareholder approvals for the Company and DevvStream are ensured, provided that such securityholders comply with their voting obligations
under the Support & Lock-Up Agreements. Additionally, the securityholders agreed to certain transfer and lock-up restrictions, subject
to customary exceptions for permitted transfers.
Asset
Spin
Pursuant
to the BCA, the Parties have agreed to use their commercially reasonable efforts to, if mutually desirable, agree on a reasonable structure
to spin-out or sell a newly formed, publicly listed holding company shell of DevvStream immediately following the Effective Time on commercially
reasonable terms so long as such transaction does not (i) result in any adverse economic, tax, or legal consequences to the Company or
Southern, or (ii) cause any material delay in the consummation of the Transactions.
Item
7.01 Regulation FD Disclosure.
On
April 14, 2026,
the Company issued a press release announcing the execution of the BCA. The press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
Additional
Information and Where to Find It
In
connection with the proposed transaction, among the Company, DevvStream, and Southern, the Company will prepare and file relevant materials
with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that will contain
preliminary proxy statements of the Company and Devvstream that also constitutes a prospectus (the “Proxy Statements/Prospectus”).
A proxy statement is expected to be mailed to stockholders of the Company and Devvstream as of the record date to be established for
voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. The Company,
DevvStream, and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed
transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document
that the Company, DevvStream, and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection
with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY OR DEVVSTREAM
ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED BY THE COMPANY WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The Company’s investors and security
holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing
important information about the Company, DevvStream, Southern, and other parties to the proposed transaction, without charge through
the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) the Company will be available free
of charge under the tab “Financials” on the “Investor Relations” page of the Company’s website page of
the Company’s website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting the Company’s Investor
Relations Department at media@xcf.global and (ii) DevvStream will be available free of charge under the tab “Financials”
on the “Investor Relations” page of DevvStream’s website at www.devvstream.com/investors/or by contacting DevvStream’s
Investor Relations Department at ir@devvstream.com.
Participants
in the Solicitation
The
Company, DevvStream, Southern, EEME and their respective directors and certain of their respective executive officers and employees may
be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction.
Information regarding the directors and executive officers of (i) the Company is contained in the Company’s Current Report on Form
8-K/A, filed with the SEC on October 31, 2025, its 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. Additional information regarding the
participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will
be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents
can be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and is not intended to and does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation
or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
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 and Section 21E of the Exchange Act that involve substantial risks and uncertainties, including statements regarding the proposed
transactions contemplated by the business combination agreement, the anticipated structure, timing and conditions of the proposed transaction,
the anticipated completion of the plant conversion, the achievement of specified financial and operational milestones (including annualized
blended fuel product revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million), the anticipated issuance of state-supported
bonds by Southern, the valuation the parties are aiming to achieve. All statements, other than statements of historical facts, are forward-looking
statements, including: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties
to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; legal,
economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances
and results and other statements that are not historical facts and are sometimes identified by the words “aim,” “may,”
“will,” “should,” “potential,” “intend,” “expect,” “endeavor,”
“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,”
“plan,” “could,” “would,” “project,” “predict,” “continue,” “target,”
or the negatives of these words or other similar terms or expressions that concern the Company’s, DevvStream’s, or Southern’s
expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations,
and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking
statements. We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may
differ materially from any plans, estimates, or expectations in such forward-looking statements.
Forward-looking
statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties
that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important
factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic
and foreign business, market, financial, political, regulatory and legal conditions; (2) the risk that the plant conversion is delayed,
not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that the Company
is unable to achieve the specified annualized revenue and EBITDA thresholds, which depend in significant part on the Company’s
business performance, operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern does not
receive authorization to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued
at all; (5) the risk that the Company is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards,
including regaining compliance with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained
within applicable cure periods; (6) the inability to satisfy or waive the closing conditions contemplated by the business combination
agreement; (7) the occurrence of events, changes or other circumstances that could give rise to the termination of the business combination
agreement, or that could result in disputes or litigation relating to the interpretation, enforceability or performance of the business
combination agreement; (8) the outcome of any legal proceedings that may be instituted against the Company, DevvStream, Southern, 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 business combination agreement, including the risk that, in the event the proposed transaction
closes, the parties may never achieve their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement
only represents an objective that the parties intend to achieve on a future date and such objective has not in the past and may never
in the future be achieved); (11) changes to the structure, timing or terms of any proposed transaction that may be required or deemed
appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange requirements or regulatory guidance;
(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 any contemplated transaction; (13) the risk that the
announcement of the business combination agreement or the pursuit of the contemplated transactions disrupts current plans, operations
or relationships of the Company , Devvstream or Southern; (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 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 set forth in (i) the Company’s filings with the SEC, including the final proxy statement/prospectus relating
to the Business Combination filed with the SEC on February 6, 2025, this Press Release and other filings the Company made or will make
with the SEC in the future and (ii) DevvStream’s Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November
6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available on DevvStream’s profile
at www.sedarplus.ca.
Although
the 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 |
|
Business
Combination Agreement, dated as of April 13, 2026, by and among the Company, DevvStream Corp., Southern Energy Renewables
Inc., DevvStream Merger Sub Inc., and Southern Merger Sub Inc.* |
| 10.1 |
|
Form of Company Support & Lock-Up Agreement. |
| 10.2 |
|
Form of DevvStream Support & Lock-Up Agreement. |
| 10.3 |
|
Form of Southern Support & Lock-Up Agreement |
| 99.1 |
|
Press Release, dated April 14, 2026. |
| 104 |
|
Cover
page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
* Certain schedules,
annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules,
annexes and exhibits to the U.S. 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:
April 14, 2026 |
|
| |
XCF
GLOBAL, INC. |
| |
|
| |
By: |
/s/
Chris Cooper |
| |
Name: |
Chris
Cooper |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
XCF
Global, Southern Energy Renewables and DevvStream Sign Definitive Business Combination Agreement with Respect to Previously Announced
Proposed Three-Party Merger to Create Next-Generation Energy Platform
| ● | Creation
of a next-generation energy transition platform: The proposed transaction brings together
SAF, green methanol, renewable products, environmental attribute monetization, and advanced
energy infrastructure into a single, globally scalable platform. |
| ● | Integrated
fuels, infrastructure, and environmental markets: The combined company is expected to link
low-carbon fuel production with carbon credits and related instruments, long-term offtake
commercialization, and infrastructure development. |
| | ● | Supports
customer decarbonization strategies: By combining scalable low-carbon fuels with environmental
attribute monetization, the platform helps airlines and corporate customers address regulatory
and sustainability requirements with greater flexibility. |
HOUSTON,
Texas, and CALGARY, Alberta — April 14, 2026 — XCF Global, Inc. (Nasdaq: SAFX) (“XCF”), a key player in
decarbonizing the aviation industry through sustainable aviation fuel (“SAF”), and DevvStream Corp. (NASDAQ: DEVS) (“DevvStream”),
a leading carbon management and environmental-asset monetization firm, today announced the execution of a definitive Business Combination
Agreement with Southern Energy Renewables Inc. (“Southern”), an important next milestone in the three parties’ previously
announced initiative to establish a combined energy transition platform designed to develop and scale sustainable aviation fuel (“SAF”),
green methanol, renewable products, and next-generation low-carbon energy infrastructure, while embedding environmental attribute monetization
across the value chain. This platform will be able to compete with China and the world on providing fuels and other products without
subsidies. The transaction remains subject to customary closing conditions as well as the other terms, closing conditions and termination
events (including failure to timely receive the applicable fairness opinions) set forth in the Business Combination Agreement.
The
combined company is being formed with the objective of building a multi-asset, globally scalable alternative energy platform. The platform
is expected to integrate low-carbon fuels, including SAF, methanol, renewable products, and methanol-to-jet fuel pathways; environmental
attribute monetization, including carbon credits and related instruments; advanced energy systems, including small modular nuclear reactors
(“SMRs”) to power fuel production and AI data centers; and infrastructure development together with long-term offtake commercialization.
The
parties believe the platform has the potential to achieve substantial scale and has significant long-term growth potential across fuel
production, infrastructure and environmental markets.
Transaction
Structure
The
transaction will be executed through a series of mergers and restructuring steps. DevvStream will domesticate from Alberta to Delaware
prior to closing. XCF will acquire 100% of DevvStream and Southern through merger subsidiaries, and DevvStream and Southern will each
survive as wholly owned subsidiaries of XCF. Existing shareholders of DevvStream and Southern will receive shares of XCF common stock.
Following
closing, ownership of the combined company is expected to be approximately 66.7% for existing XCF shareholders, 23.3% for Southern shareholders,
and 10.0% for DevvStream shareholders.
Capital
Formation and Infrastructure Investment
As
part of the transaction, XCF has been investing ~$10 million into the buildout and conversion of its New Rise Reno facility to support
SAF production and blending capacity. The platform is designed to support large-scale fuel production and commercialization, including
long-term offtake agreements. Southern is also expected to pursue up to $400 million in bond financing to support infrastructure expansion.
The
combined company is also targeting (and the transaction is conditioned upon the achievement of) key operational milestones, including
annualized fuel-related revenues exceeding $1 billion, minimum annualized EBITDA of $100 million.
Strategic
Rationale
The
combination brings together complementary capabilities across the energy and sustainability value chain. DevvStream contributes environmental
asset development, carbon credit generation and monetization capabilities. Southern contributes product diversification, technology development,
and clean end products that compete with traditional end products. XCF contributes platform-level capital markets access and an alternative
energy investment strategy. For customers, this integrated platform is designed to expand access to lower-carbon, non-fossil-based
fuel solutions while providing greater flexibility in how emissions reductions are achieved and verified, helping airlines and corporate
customers meet regulatory, compliance, and decarbonization objectives across diverse markets and feedstock pathways.
Together,
the parties believe the combined company will be positioned to accelerate deployment of renewable and distributed energy infrastructure,
scale the generation and monetization of environmental assets, and deliver integrated, financeable sustainability solutions to global
markets.
Leadership
Commentary
Chris
Cooper, Chief Executive Officer of XCF Global, added, “Our goal is to build one of the most comprehensive alternative energy platforms
in the market,—combining production, power, and monetization. This transaction accelerates that vision. For airlines
and corporate customers, this means greater access to scalable SAF solutions, paired with high-integrity environmental attributes that
support compliance, reporting, and long-term decarbonization goals across diverse markets.”
Sunny
Trinh, Chief Executive Officer of DevvStream, commented, “This transaction establishes a platform with the scale, integration,
and ambition to compete globally in the energy transition. We are aligning infrastructure, fuels, and environmental markets into a single,
scalable business model.”
Jay
Patel, Chief Executive Officer of Southern Energy Renewables, commented, “Southern’s ability to bring the next generation
of technology and projects to help provide clean products without the need of government subsidies is a true gamer changer. Together
we plan to bring energy independence and support the domestic supply chain with a diversified product portfolio. The great thing about
this platform is that we will be able to compete with China and the rest of the world; too long has China been able to set the benchmark
products used worldwide.”
Approvals
and Closing Conditions
The
transaction is subject to shareholder approvals, SEC registration statement effectiveness on Form S-4, stock exchange approvals including
Nasdaq listing, completion of financing, plant conversion and commercial milestones and fairness opinions.
About
XCF Global, Inc.
XCF
Global, Inc. (“XCF”) (Nasdaq: SAFX) is an emerging sustainable aviation fuel company dedicated to accelerating the aviation
industry’s transition to net-zero emissions. Our flagship facility, New Rise Reno, has a permitted nameplate production capacity
of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America.
XCF
is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships
across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker,
SAFX. To learn more go to XCF.Global.
About
DevvStream
DevvStream
(Nasdaq: DEVS) is a carbon management company focused on the development, investment, and sale of environmental assets worldwide, including
carbon credits and renewable energy certificates.
About
Southern Energy Renewables
Southern
Energy Renewables Inc. is a U.S.-based clean fuels, chemicals and products developer focused on advancing large-scale biomass-to-fuels
projects. These projects are designed to produce carbon-negative SAF and green methanol, supported by integrated carbon capture and sequestration.
Additional
Information and Where to Find It
In
connection with the proposed business combination transaction among XCF, DevvStream and Southern, XCF will prepare and file relevant
materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that will
contain preliminary proxy statements of DevvStream and XCF that also constitutes a prospectus of XCF (the “Proxy Statements/Prospectus”).
A definitive proxy statement is expected to be mailed to stockholders of DevvStream and XCF as of a record date to be established for
voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. DevvStream,
XCF and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction.
This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that DevvStream
and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY
DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. DevvStream’s investors and security holders will be able to obtain
free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information
about DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by (i) XCF will be available free of charge under the tab “Financials”
on the “Investors” page of the XCF’s website at https://xcf.global/investor-relations/financials/sec-filings/
or by contacting the XCF’s Investor Relations Department at media@xcf.global and (ii) DevvStream will be available
free of charge under the tab “Financials” on the “Investor Relations” page of DevvStream’s website at www.devvstream.com/investors/
or by contacting DevvStream’s Investor Relations Department at ir@devvstream.com .
Participants
in the Solicitation
DevvStream,
Southern, XCF, EEME and their respective directors and certain of their respective executive officers and employees may be deemed to
be participants in the solicitation of proxies from DevvStream’s and XCF’s stockholders in connection with the proposed transaction.
Information regarding directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, filed with the SEC
on October 31, 2025, its 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, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available).
These documents can be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
press release 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
press release 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 transactions contemplated by the business combination agreement, the anticipated structure, timing and conditions
of the proposed transaction, the anticipated completion of the plant conversion, the achievement of specified financial and operational
milestones (including annualized blended fuel product revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million),
the anticipated issuance of state-supported bonds by Southern, the valuation the parties are aiming to achieve. All statements, other
than statements of historical facts, are forward-looking statements, including: statements regarding the expected timing, structure and
terms of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions;
the expected benefits of the proposed transaction; legal, economic, and regulatory conditions; and any assumptions underlying any of
the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts
and are sometimes identified by the words “aim,” “may,” “will,” “should,” “potential,”
“intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,”
“overestimate,” “underestimate,” “believe,” “plan,” “could,” “would,”
“project,” “predict,” “continue,” “target,” “objective,” “goal,”
“designed,” or the negatives of these words or other similar terms or expressions that concern XCF’s, DevvStream’s,
or Southern’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans,
estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed
or implied by such forward-looking statements.
We
can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially
from any plans, estimates, or expectations in such forward-looking statements.
Forward-looking
statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties
that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important
factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic
and foreign business, market, financial, political, regulatory and legal conditions; (2) the risk that the plant conversion is delayed,
not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that XCF is unable
to achieve the specified annualized revenue and EBITDA thresholds, which depend in significant part on XCF’s business performance,
operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern does not receive authorization
to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued at all; (5) the risk
that XCF is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards, including regaining compliance
with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained within applicable cure periods;
(6) the inability to satisfy or waive the closing conditions contemplated by the business combination agreement; (7) the occurrence of
events, changes or other circumstances that could give rise to the termination of the business combination agreement, or that could result
in disputes or litigation relating to the interpretation, enforceability or performance of the business combination agreement; (8) the
outcome of any legal proceedings that may be instituted against XCF, DEVS, Southern, EEME or their respective affiliates, which could
be costly, time-consuming, divert management attention and adversely affect liquidity or financial condition; (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
business combination agreement, including the risk that, in the event the proposed transaction closes, the parties may never achieve
their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement only represents an objective that the
parties intend to achieve on a future date and such objective has not in the past and may never in the future be achieved); (11) changes
to the structure, timing or terms of any proposed transaction that may be required or deemed appropriate as a result of applicable laws,
regulations, accounting considerations, stock exchange requirements or regulatory guidance; (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 any contemplated transaction; (13) the risk that the announcement of the business combination agreement or
the pursuit of the contemplated transactions disrupts current plans, operations or relationships of XCF, DEVS or Southern; (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 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 set forth in (i) XCF’s filings with the SEC, including the final
proxy statement/prospectus relating to the Business Combination filed with the SEC on February 6, 2025, this Press Release and other
filings XCF made or will make with the SEC in the future and (ii) DevvStream’s Form 10-K for the fiscal year ended July 31, 2025,
filed with the SEC on November 6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available
on DevvStream’s profile at www.sedarplus.ca.
Although
the 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 press release. Neither DevvStream, XCF, Southern or EEME undertakes any
obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise,
except as required by law. Neither future distribution of this press release nor the continued availability of this press release in
archive form on DevvStream’s website at www.devvstream.com/investors/ or XCF’s website at www.xcf.global/investor-relations
should be deemed to constitute an update or re-affirmation of these statements as of any future date.
Investor
Relations Contact
DevvStream:
ir@devvstream.com
XCF:
media@xcf.global
Southern:
info@southernenergyrenew.com
